Exhibit 10.1
As Filed With the Securities and Exchange Commission on March 16, 2012
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
1382
(Primary Standard Industrial Classification Code Number)
99-0372611
(IRS Employer Identification No.)
Suite 400 - 601 West Broadway
Vancouver, BC V5Z 4C2
americanoilngas@gmail.com
Telephone & Facsimile (888)609-1173
(Address and telephone number of registrant's principal executive offices)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775)882-4641 Facsimile (775)882-6818
(Name, address and telephone number of agent for service)
With copies to:
Kevin M. Murphy, Attorney at Law
6402 Scott Lane
Pearland, TX 77581
info@kevinmurphylaw.com
Telephone (281)804-1174
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price (3) Fee (1)
--------------------------------------------------------------------------------
Common Stock 10,000,000 $.005 $50,000 $5.73
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(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $0.001 per share.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
AMERICAN OIL & GAS INC.
10,000,000 SHARES OF COMMON STOCK AT $.005 PER SHARE
This is the initial offering of common stock of American Oil & Gas Inc. ("AO&G")
and no public market currently exists for the securities being offered. We are
offering for sale a total of 10,000,000 shares of common stock at a price of
$0.005 per share (the "Offering"). The Offering is being conducted on a
self-underwritten, all-or-none basis, which means our officer and director will
attempt to sell the shares and we will not be able to spend any of the proceeds
unless all the shares are sold and all proceeds are received. We intend to open
a standard, non-interest bearing, bank account to be used only for the deposit
of funds received from the sale of the shares in this Offering. At that time,
the funds will be transferred to our business account for use in the
implementation of our business plan. If all the shares are not sold and the
total offering amount is not deposited by the expiration date of the Offering,
the funds will be promptly returned to the investors (within 3 business days),
without interest or deduction. However; since the funds will not be placed into
an escrow, trust or other similar account, any third party creditor who may
obtain a judgment or lien against us could satisfy the judgment or lien by
executing on the bank account where the Offering proceeds are being held,
resulting in a loss of any investment you make in our securities.
The shares will be sold at a price of $.005 per share for a period of one
hundred and eighty (180) days from the effective date of the Registration
Statement on Form S-1, of which this prospectus is a part, unless extended by
our board of directors for an additional 90 days. Subscriptions, once received
by the company, are irrevocable. The Offering will end on _____________, 2012.
(date to be added upon effectiveness).
AO&G is an exploration stage company and currently has no operations. Any
investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our
independent auditor has issued an audit opinion for AO&G which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 6.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $.005 $50,000 $0 $50,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Dated ____________________
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TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS........................................................ 2
General Information about Our Company...................................... 2
The Offering............................................................... 2
RISK FACTORS................................................................. 3
RISKS ASSOCIATED WITH OUR COMPANY............................................ 3
RISKS ASSOCIATED WITH THIS OFFERING.......................................... 9
USE OF PROCEEDS..............................................................11
DETERMINATION OF OFFERING PRICE..............................................12
DILUTION.....................................................................12
PLAN OF DISTRIBUTION.........................................................13
Offering will be Sold by Our Officer and Director..........................13
Terms of the Offering......................................................14
Deposit of Offering Proceeds...............................................14
Procedures for and Requirements for Subscribing............................14
DESCRIPTION OF SECURITIES....................................................15
INTEREST OF NAMED EXPERTS AND COUNSEL........................................15
DESCRIPTION OF OUR BUSINESS..................................................16
General Information........................................................16
Acquisition of the Lease...................................................16
Location, Access, Climate, Local Resources and Infrastructure..............17
History....................................................................17
Geological Setting.........................................................18
Competition................................................................18
Compliance with Government Regulations.....................................19
Patents, Trademarks, Franchises, Royalty Agreements, Labor Contracts.......21
Research and Development Costs during the last two years...................22
Employees and Employment Agreements........................................22
DESCRIPTION OF PROPERTY......................................................22
LEGAL PROCEEDINGS............................................................23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................23
WHERE YOU CAN FIND MORE INFORMATION..........................................25
FINANCIAL STATEMENTS.........................................................25
PLAN OF OPERATION............................................................26
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON.....................30
EXECUTIVE COMPENSATION.......................................................31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT................33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................33
INDEMNIFICATION..............................................................33
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SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "the Company" and "AO&G" are to American Oil &
Gas Inc.
American Oil & Gas, Inc. was incorporated in the State of Nevada on January 23,
2012 to engage in the acquisition, exploration and development of oil and gas
properties. We intend to use the net proceeds from this Offering to develop our
business operations. (See "Business of the Company" and "Use of Proceeds".) We
are an exploration stage company with no revenues or operating history. The
principal executive offices are located at Suite 400 - 601 West Broadway,
Vancouver, BC V5Z 4C2. The telephone number is 888-609-1173.
We received our initial funding of $10,000 through the sale of common stock to
our officer, Mr. Robert Gelfand, who purchased 10,000,000 shares of our common
stock at $0.001 per share on January 23, 2012. From inception until the date of
this filing we have had limited operating activities. Our financial statements
from inception (January 23, 2012) through the year ended January 31, 2012 report
no revenues and a net loss of $565. Our independent auditor has issued an audit
opinion for AO&G which includes a statement expressing substantial doubt as to
our ability to continue as a going concern.
Our business is the location and leasing of existing wells for reactivation for
the production of oil and gas that we will then, through an operator, sell to
oil and gas brokers and gatherers. Our first lease is a one hundred percent
interest in 40 acres located in Caddo Parrish, Louisiana. There is currently one
drilled well bore, the Cecil Barlow #1, on the property. We have a report on the
Caddo Parish Louisiana area prepared by a consulting geologist which outlines
the reservoir potential of the Caddo Pine Island Field, in which our lease
exists. We have not yet realized any revenues from the lease and it may not
contain any reserves and funds that we spend on exploration will be lost.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered: 10,000,000 shares of common stock.
Price per Share: $0.005
Offering Period: The shares are offered for a period not to
exceed 180 days, unless extended by our board
of directors for an additional 90 days.
Net Proceeds: $50,000
Securities Issued And 10,000,000 shares of common stock were issued
Outstanding: and outstanding as of the date of this
prospectus.
Registration Costs: We estimate our total Offering registration
costs to be $6,000.
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RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this Offering.
RISKS ASSOCIATED WITH OUR COMPANY
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in January 2012 and we have not started our proposed
business activities or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
was $565 from inception to January 31, 2012. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
* our ability to locate a profitable oil & gas property
* our ability to generate revenues
* our ability to reduce operating costs
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
reactivation of oil & gas properties. As a result, we may not generate revenues
in the future. Failure to generate revenues may cause us to suspend or cease
activities.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
ACQUISITION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our acquisition
activity. As such we may not be able to lease as many properties as we would
like. In that event, a profitable oil or gas reserve may go undiscovered.
Without producing wells we cannot generate revenues and you will lose your
investment.
WE WILL BE RELIANT UPON AN OUTSIDE OPERATOR TO REWORK THE WELLS AND MONITOR THE
DAY TO DAY OPERATION. IF THE OPERATOR FAILS TO CARRY OUT THE TERMS OF OUR
AGREEMENT OR WE LOSE THE SERVICES OF THE OPERATOR OUR BUSINESS MAY FAIL.
The re-working of our current well and monthly maintenance of the well once
production commences will be carried out by an independent operator, Four Star
Oil Company. We have an operating agreement in place with Four Star Oil Company,
however their failure to live up to the terms of the agreement or an outright
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cancellation of the agreement could have an adverse effect on production and
future revenues, consequently our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.
BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING
SPECIFIC TO THE TECHNICALITIES OF OIL AND GAS EXPLORATION, THERE IS A HIGHER
RISK OUR BUSINESS WILL FAIL.
Our sole officer and director is Robert Gelfand. Mr. Gelfand has no formal
training as a geologist or in the technical aspects of management of an oil and
gas company. His prior business experience has primarily been in venture capital
for development and start-up stage companies. With no direct training or
experience in these oil and gas industry, he may not be fully aware of the
specific requirements related to working within this industry. His decisions and
choices may not take into account standard engineering or managerial approaches
oil and gas companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to his lack of
experience in this industry.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 5 TO 10% OF HIS TIME OR APPROXIMATELY TWO TO FOUR HOURS PER
WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 5 to 10% of his time or two to four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to our officer and director. As a result our business plan may be
periodically interrupted or suspended.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY STOCKHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
After the completion of this Offering, our executive officer and director will
own 50% of our common stock. He will have significant influence in determining
the outcome of all corporate transactions, including the election of directors,
approval of significant corporate transactions, changes in control of the
company or other matters that could affect your ability to ever resell your
shares. His interests may differ from the interests of the other stockholders
and thus result in corporate decisions that are disadvantageous to other
stockholders.
OUR SOLE OFFICER AND DIRECTOR LIVES OUTSIDE THE UNITED STATES, MAKING IT
DIFFICULT FOR AN INVESTOR TO ENFORCE LIABILITIES IN FOREIGN JURISDICTIONS.
We are a Nevada corporation and, as such, are subject to the jurisdiction of the
State of Nevada and the United States courts for purposes of any lawsuit, action
or proceeding by investors herein. An investor would have the ability to effect
service of process in any action on the company within the United States.
However, since our officer and director resides outside the United States,
substantially all or a portion of his assets are located outside the United
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States. As a result, it may not be possible for investors to effect service of
process within the United States upon him or to enforce any judgments obtained
in United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States or any state thereof.
RISKS RELATING TO THE OIL AND NATURAL GAS INDUSTRY AND OUR BUSINESS
A SUBSTANTIAL OR EXTENDED DECLINE IN OIL AND NATURAL GAS PRICES MAY ADVERSELY
AFFECT OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS AND OUR
ABILITY TO MEET OUR CAPITAL EXPENDITURE OBLIGATIONS AND FINANCIAL COMMITMENTS.
The prices we may receive in the future for our oil and natural gas production
will heavily influence our revenue, profitability, access to capital and future
rate of growth. Oil and natural gas are commodities and, therefore, their prices
are subject to wide fluctuations in response to relatively minor changes in
supply and demand. Historically, the markets for oil and natural gas have been
volatile. These markets will likely continue to be volatile in the future. The
prices we may receive for any future production, and the levels of the
production, depend on numerous factors beyond our control. These factors
include, but are not limited to, the following:
* changes in global supply and demand for oil and natural gas;
* the actions of the Organization of Petroleum Exporting Countries, or
OPEC;
* the price and quantity of imports of foreign oil and natural gas;
* political conditions, including embargoes, in or affecting other
oil-producing activity;
* the level of global oil and natural gas exploration and production
activity;
* the level of global oil and natural gas inventories;
* weather conditions;
* technological advances affecting energy consumption; and
* the price and availability of alternative fuels.
Lower oil and natural gas prices may not only decrease any prospective revenues
on a per share basis but also may reduce the amount of oil and natural gas that
we may be able to produce economically. Lower prices will also negatively impact
the value of a proven reserve when and if we are able to find them. A
substantial or extended decline in oil or natural gas prices may materially and
adversely affect our future business, financial condition, results of
operations, liquidity or ability to finance planned capital expenditures.
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PRODUCTION OF OIL AND NATURAL GAS ARE HIGH RISK ACTIVITIES WITH MANY
UNCERTAINTIES THAT COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS.
Our future success will depend on the success of exploitation, development and
production activities. Oil and natural gas production activities are subject to
numerous risks beyond our control, including the risk that an existing well will
not result in commercially viable oil or natural gas production. Our decisions
to lease, develop or otherwise exploit prospects or properties will depend in
part on the evaluation of data obtained through geophysical and geological
analyses, production data and engineering studies, the results of which are
often inconclusive or subject to varying interpretations.
IF OUR ASSESSMENT OF OUR LEASED PROPERTY, OR ANY FUTURE LEASED PROPERTIES, IS
MATERIALLY INACCURATE, IT COULD HAVE SIGNIFICANT IMPACT ON FUTURE OPERATIONS AND
EARNINGS.
The successful acquisition of producing properties requires assessments of many
factors, which are inherently inexact and may be inaccurate, including the
following:
* the amount of recoverable reserves;
* future oil and natural gas prices;
* estimates of operating costs;
* estimates of future development costs;
* estimates of the costs and timing of plugging and abandonment; and
* potential environmental and other liabilities.
Our assessment will not reveal all existing or potential problems, nor will it
permit us to become familiar enough with the properties to assess fully their
capabilities and deficiencies.
IF OIL AND NATURAL GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITE-DOWNS
OF THE CARRYING VALUE OF OUR OIL AND NATURAL GAS PROPERTY, POTENTIALLY
NEGATIVELY IMPACTING THE TRADING VALUE OF OUR SECURITIES.
Accounting rules require that we review periodically the carrying value of our
oil and natural gas property for possible impairment. Based on specific market
factors and circumstances at the time of prospective impairment reviews, and the
continuing evaluation of development plans, production data, economics and other
factors, we may be required to write down the carrying value of our oil and
natural gas property. A write-down could constitute a non-cash charge to
earnings. It is likely the cumulative effect of a write-down could also
negatively impact the trading price of our securities.
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RESERVE ESTIMATES DEPEND ON MANY ASSUMPTIONS THAT MAY TURN OUT TO BE INACCURATE.
ANY MATERIAL INACCURACIES IN THESE RESERVE ESTIMATES OR UNDERLYING ASSUMPTIONS
WILL MATERIALLY AFFECT THE QUANTITIES AND PRESENT VALUE OF OUR RESERVES.
The process of estimating oil and natural gas reserves is complex. It requires
interpretations of available technical data and many assumptions, including
assumptions relating to economic factors. Any significant inaccuracies in these
interpretations or assumptions could materially affect the estimated quantities
and present value of our reported reserves. The process also requires economic
assumptions about matters such as oil and natural gas prices, operating
expenses, capital expenditures, taxes and availability of funds. Therefore,
estimates of oil and natural gas reserves are inherently imprecise. All of these
factors would have a negative impact on earnings and net income, and most likely
the trading price of our securities.
WE MAY INCUR SUBSTANTIAL LOSSES AND BE SUBJECT TO SUBSTANTIAL LIABILITY CLAIMS
AS A RESULT OF OUR OIL AND NATURAL GAS OPERATIONS.
We do not currently have insurance for possible risks. Though most of the risks
will be the burden of the operator with whom we have an operating and
maintenance agreement, losses and liabilities arising from uninsured events
could materially and adversely affect our business, financial condition or
results of operations. The oil and natural gas production activities will be
subject to all of the operating risks associated with the production of oil and
natural gas, including the possibility of:
* environmental hazards, such as uncontrollable flows of oil, natural
gas, brine, well fluids, toxic o gas or other pollution into the
environment, including groundwater and shoreline contamination; o
abnormally pressured formations;
* mechanical difficulties;
* fires and explosions;
* personal injuries and death; and
* natural disasters.
Any of these risks could adversely affect our ability to conduct operations or
result in substantial losses to our company. We may elect not to obtain
insurance if we believe that the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. If a significant accident or other event
occurs and is not fully covered by insurance, then it could adversely affect us.
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OUR OPERATIONS MAY INCUR SUBSTANTIAL LIABILITIES TO COMPLY WITH THE
ENVIRONMENTAL LAWS AND REGULATIONS.
Oil and natural gas operations are subject to stringent federal, state and local
laws and regulations relating to the release or disposal of materials into the
environment or otherwise relating to environmental protection. These laws and
regulations may require the acquisition of a permit before production commences,
restrict the types, quantities and concentration of substances that can be
released into the environment in connection with production activities, limit or
prohibit activities on certain lands lying within wilderness, wetlands and other
protected areas, and impose substantial liabilities for pollution resulting from
our operations. Failure to comply with these laws and regulations may result in
the assessment of administrative, civil and criminal penalties, incurrence of
investigatory or remedial obligations or the imposition of injunctive relief.
Changes in environmental laws and regulations occur frequently, and any changes
that result in more stringent or costly waste handling, storage, transport,
disposal or cleanup requirements could require us to make significant
expenditures to maintain compliance, and may otherwise have a material adverse
effect on our results of operations, competitive position or financial condition
as well as the industry in general. Under these environmental laws and
regulations, we could be held strictly liable for the removal or remediation of
previously released materials or property contamination regardless of whether we
were responsible for the release or if our operations were standard in the
industry at the time they were performed.
UNLESS WE REPLACE OUR OIL AND NATURAL GAS RESERVES, OUR RESERVES AND PRODUCTION
WILL DECLINE, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOWS AND INCOME.
Unless we conduct successful development and exploitation activities or acquire
properties containing proved reserves, our proved reserves when we find them
will decline as those reserves are produced. Producing oil and natural gas
reservoirs generally are characterized by declining production rates that vary
depending upon reservoir characteristics and other factors. Our future oil and
natural gas reserves and production, and, therefore our cash flow and income,
are highly dependent on our success in efficiently developing and exploiting our
current reserves and economically finding or acquiring additional recoverable
reserves. If we are unable to develop, exploit, find or acquire additional
reserves to replace our current and future production, our cash flow and income
will decline as production declines, until our existing property would be
incapable of sustaining commercial production.
IF ACCESS TO MARKETS IS RESTRICTED, IT COULD NEGATIVELY IMPACT OUR PRODUCTION,
OUR INCOME AND ULTIMATELY OUR ABILITY TO RETAIN OUR LEASE AND ANY FUTURE LEASES.
Market conditions or the unavailability of satisfactory oil and natural gas
gathering arrangements may hinder access to oil and natural gas markets or delay
production. The availability of a ready market for our oil and natural gas
production depends on a number of factors, including the demand for and supply
of oil and natural gas and the proximity of reserves to pipelines and terminal
facilities. The ability to market production depends in substantial part on the
availability and capacity of gathering systems, pipelines and processing
facilities owned and operated by third parties. Our failure to obtain such
services on acceptable terms could materially harm our business.
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COMPETITION IN THE OIL AND NATURAL GAS INDUSTRY IS INTENSE, WHICH MAY ADVERSELY
AFFECT OUR ABILITY TO COMPETE.
We will operate in a highly competitive environment. Our competitors possess and
employ financial, technical and personnel resources substantially greater than
ours, which can be particularly important in the areas in which we operate.
Those companies may be able to pay more for productive oil and natural gas
properties and exploratory prospects and to evaluate, bid for and purchase a
greater number of properties and prospects than our financial resources permit.
Our ability to acquire additional prospects and to find and develop reserves in
the future will depend on our ability to evaluate and select suitable properties
and to consummate transactions in a highly competitive environment. We may not
be able to compete successfully.
RISKS ASSOCIATED WITH THIS OFFERING
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, STOCKHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for quotation of our common stock on
FINRA's Over the Counter Bulletin Board ("OTCBB") upon the effectiveness of our
Registration Statement on Form S-1, of which this prospectus forms a part. Our
shares may never trade on the OTCBB. If no market is ever developed for our
shares, it will be difficult for stockholders to sell their stock. In such a
case, stockholders may find that they are unable to achieve benefits from their
investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This Offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. He will offer the
shares to friends, relatives and business associates, however; there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
Offering, we may have to seek alternative financing to implement our business
plans.
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YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.001 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this Offering. Upon completion of this Offering the net tangible
book value of the shares held by our existing stockholder (10,000,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this Offering will incur immediate dilution (a
reduction in the net tangible book value per share from the Offering price of
$.005 per share) of $.002 per share. As a result, after completion of the
Offering, the net tangible book value of the shares held by purchasers in this
Offering would be $.003 per share, reflecting an immediate reduction in the
$.005 price per share they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this Offering will be deposited
into a standard bank checking account until all shares are sold and the Offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, any third
party creditor who may obtain a judgment or lien against us could satisfy the
judgment or lien by executing on the bank account where the Offering proceeds
are being held, resulting in a loss of any investment you make in our
securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR U.S. SECURITIES AND EXCHANGE
COMMISSION REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO
REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF
AT ALL.
Our business plan allows for the payment of the estimated costs of this
registration statement ($6,000) to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the Offering and
apply to have the shares quoted on the OTCBB. To be eligible for quotation,
issuers must remain current in their filings with the U.S. Securities and
Exchange Commission. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all.
OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 50% OF
THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. Gelfand's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all stockholders suffer a dilution of the value of their stock.
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STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT A
REPORTING ISSUER AND MAY NOT BECOME ONE.
We are not currently a reporting issuer and upon this registration statement
becoming effective we will be required to comply only with the limited reporting
obligations required by Section 13(a) of the Exchange Act. These reporting
obligations may be automatically suspended under Section 15(d) of the Exchange
Act if on the first day of any fiscal year other than the fiscal year in which
our registration statement became effective, there are fewer than 300
shareholders. If we do not become a reporting issuer and instead make a decision
to suspend our public reporting, we will no longer be obligated to file periodic
reports with SEC, and your access to our business information will be
restricted. In addition, if we do not become a reporting issuer, we will not be
required to furnish proxy statements to security holders, and our directors,
officers and principal beneficial owners will not be required to report their
beneficial ownership of securities to the SEC pursuant to Section 16 of the
Exchange Act.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $50,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:
Total Proceeds to the Company $50,000
Purchase of the Bore Hole on Cecil Barlow #1 10,000*
Phase 1 rework program 14,194
Phase 2 monthly maintenance (10 months @387.50) 3,875
Administration and General Expense 5,000
Legal and Accounting 10,000
Working Capital 6,931
-------
Total Use of Net Proceeds $50,000
=======
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* The company purchased the Cecil Barlow #1 bore hole on February 2, 2012.
The payment was made from funds loaned to the company by our director. If
we are successful in obtaining the funding from this Offering the $10,000
will be repaid to the director.
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the Offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the Offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If it becomes necessary our director has verbally
agreed to loan the company funds to complete the registration process, but we
will require full funding to implement our business plan.
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DETERMINATION OF OFFERING PRICE
The Offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the Offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the Offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the Offering price and the net
tangible book value per share immediately after completion of this Offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the Offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.
As of January 31, 2012, the net tangible book value of our shares was $9,435 or
$0.001 per share, based upon 10,000,000 shares outstanding.
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$50,000, the net tangible book value of the 20,000,000 shares to be outstanding
will be $59,435, or approximately $.003 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (10,000,000 shares)
will be increased by $.002 per share without any additional investment on his
part. The purchasers of shares in this Offering will incur immediate dilution (a
reduction in the net tangible book value per share from the Offering price of
$.005 per share) of $.002 per share. As a result, after completion of the
Offering, the net tangible book value of the shares held by purchasers in this
Offering would be $.003 per share, reflecting an immediate reduction in the
$.005 price per share they paid for their shares.
After completion of the Offering, the existing stockholder will own 50% of the
total number of shares then outstanding, for which he will have made an
investment of $10,000, or $.001 per share. Upon completion of the Offering, the
purchasers of the shares offered hereby will own 50% of the total number of
shares then outstanding, for which they will have made a cash investment of
$50,000, or $.005 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $.005
Net Tangible Book Value Prior to this Offering $.001
Net Tangible Book Value After Offering $.003
Immediate Dilution per Share to New Investors $.002
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The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this Offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $.001 10,000,000 50% $10,000
Investors in
This Offering $.005 10,000,000 50% $50,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Robert Gelfand, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, he will rely on the safe harbor from broker dealer registration set out
in Rule 3a4-1 under the Securities Exchange Act of 1934.
Our officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the Offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and director is not subject to a statutory disqualification, as
that term is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
b. Our officer and director will not be compensated in connection with his
participation by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will he be at the time of his
participation in the Offering, an associated person of a broker-dealer; and
d. Our officer and director meets the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is
intended primarily to perform at the end of the Offering, substantial
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duties for or on behalf of our company, other than in connection with
transactions in securities; and (B) is not a broker or dealer, or been an
associated person of a broker or dealer, within the preceding twelve
months; and (C) has not participated in selling and offering securities for
any Issuer more than once every twelve months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Our officer, director, control person and affiliates do not intend to purchase
any shares in this Offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.005 per share until the
completion of this Offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This Offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days. If the board of directors votes to extend
the Offering for the additional 90 days, a post-effective amendment to the
registration statement will be filed to notify subscribers and potential
subscribers of the extended offering period. Anyone who has subscribed to the
Offering prior to the extension will be notified by the company that their money
will be promptly refunded prior to the expiration of the original Offering
unless they provide an affirmative statement that they wish to subscribe to the
extended offer.
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
at Banner Bank, Point Roberts, WA, until the total amount of $50,000 has been
received. At that time, the funds will be transferred to our business account
for use in the implementation of our business plan. In the event the Offering is
not sold out prior to the Expiration Date, all money will be promptly returned
to the investors, without interest or deduction within 3 business days. We
determined the use of the standard bank account was the most efficient use of
our current limited funds. Please see the risk factor section to read the
related risk to you as a purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this Offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft or cashier's check payable to the company. Subscriptions, once received by
the company, are irrevocable. All checks for subscriptions should be made
payable to American Oil & Gas Inc.
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DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, Bylaws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 50% of the outstanding
shares. (See "Principal Stockholders".)
CASH DIVIDENDS
As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to the year ended January
31, 2012, included in this prospectus, have been audited by George Stewart, CPA.
We include the financial statements in reliance on their reports, given upon
their authority as experts in accounting and auditing.
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Kevin M. Murphy, Attorney at Law, has acted as special counsel to American Oil &
Gas Inc. for the limited purpose of rendering an opinion in connection with the
registration and proposed sale of the 10,000,000 shares of common stock at
$0.005 per share.
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We plan to locate and lease existing wells for reactivation for the production
of oil and gas that we will then be sold, through an operator, to oil and gas
brokers and gatherers. The gas sometimes may be sold directly to the public
utility companies.
We currently own a one hundred percent interest in a lease of forty acres
located in Caddo Parrish, Louisiana, there is currently one drilled well bore,
the Cecil Barlow #1, on the property.
Our focus for the current fiscal year will be on developing our existing
property, while continuing to pursue acquisition of additional leases and/or
existing oil and gas wells which have potential for production, if revenues
warrant.
GENERAL INFORMATION ABOUT OUR CURRENT LEASE
ACQUISITION OF THE LEASE
On February 2, 2012 the Company signed an assignment agreement with Four Star
Oil Company of Oil City, Louisiana which transferred all the right title and
interest in an oil, gas and mineral lease between The Cecil and Annie Lou Barlow
Trust in favor of Four Star Oil Company recorded under Instrument No. 2026712,
covering and affecting the property described as: SE 1/4 of the NE 1/4 of
Section 6, Township 21 North, Range 15 West, Caddo Parish Louisiana. The
consideration for the assignment was $10.00. Concurrent with the assignment
agreement being signed the Company purchased for $10,000 the bore hole on the
Cecil Barlow #1 well that is located in the lease executed between Four Star Oil
Company and The Cecil and Annie Lou Barlow Trust. There are currently three
additional orphaned wells on the property that if we are successful with the
Cecil Barlow #1 well we could make application to secure the other wells for
production.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The Cecil Barlow #1 lease will remain in force as long as the well is in
production. We are required to pay a 25% royalty on all revenue from the sale of
the oil. The gatherer of the oil from the site will make the payments directly
to The Cecil and Annie Lou Barlow Trust and the operator prior to forwarding the
remaining proceeds to the Company.
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LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
Location: The property is located in the Caddo Pine Island Field which lies in
the northern part of Caddo Parish, Louisiana. The Caddo Pine Island Field is
flanked to the west by Caddo Lake and to the east by the Red River. Latitude:
32.89778, Longitude: -93.96389. The Cecil Barlow #1 well is located in the 40
acres of property described as: SE1/4of the NE1/4of Section 6, Township 21
North, Range 15 West, Caddo Parish Louisiana.
Access: Easy access to the property is available via existing roadways in the
area. The highway system in Caddo Parrish is vast and modern. The highway system
in nearby Shreveport, the largest city in the area, consists of The Outer Loop
Freeway Interstate 220 on the north and The Inner Loop Freeway, Louisiana
Highway 3132 on the south, forming approximately an 8-mile diameter semi-loop
around downtown. Another loop is formed by the Bert Kouns Industrial Loop, (LA
Hwy 526) and circles further south bisecting Interstate 49. Interstate 49 is
currently under constuction to extend to Hwy 549 in Arkansas.
Shreveport lies along the route of the proposed Interstate 69 North American
Free Trade Agreement (NAFTA) superhighway that will link Canada, the U.S.
industrial Midwest, Texas, and Mexico.
Climate: The area has a humid subtropical climate. Rainfall is abundant, with
the normal annual precipitation averaging nearly 47 inches, with monthly
averages ranging from less than 3 inches in August to more than 5 inches in May.
Severe thunderstorms with heavy rain, hail, damaging winds and tornadoes occur
in the area during the spring and summer months. The winter months are normally
mild, with an average of 35 days of freezing or below-freezing temperatures per
year, with ice and sleet storms possible. Summer months are hot and humid, with
maximum temperatures exceeding 90 degrees an average of 91 days per year, with
high to very high relative average humidity, sometimes exceeding the 90 percent
level.
Local Resources & Infrastructure: The Town of Oil City, LA, located 3 miles
from the property, offers some of the necessary infrastructure required to base
and carry-out our proposed oil & gas program, (limited accommodations,
communications, some equipment and supplies). The independent operator, Four
Star Oil Company, who will carry out the rework and monthly maintenance on the
well, is located in Oil City. Larger or specialized equipment can be acquired in
the City of Shreveport, lying 25 miles to the south.
HISTORY
In 1906, the Caddo-Pine Island Field in northern Caddo Parish, Louisiana was
discovered, and a rush of leasing and drilling activity ensued. In 1908, the
first natural gas pipeline was constructed to transport gas from Caddo-Pine
Island to Shreveport, Louisiana. This was one of the earliest commercial uses of
natural gas, which was commonly viewed as an undesirable by-product of oil
production and often "flared" or burnt off at the well site.
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Other innovations in the Caddo-Pine Island Field included the first over-water
oil platform, which was constructed in the field on Caddo Lake in 1910. In that
same year, a major oil pipeline was constructed from Caddo-Pine Island Field to
a refinery built and operated by Standard Oil Company of Louisiana in Baton
Rouge, Louisiana. The refinery continues to operate today.
The Caddo-Pine Island field is located approximately 15 miles north of the City
of Shreveport in Caddo Parish, La., and Marion County, Tex., which covers a
portion of the Ark-La-Tex Area. The discovery well in the Caddo-Pine Island
field was the Savage Bros. & Morrical No.1 Offenhauser, which was completed
March 28, 1905, in the Annona Chalk at a depth of 1,556 ft. The well was located
near Oil City, La. By the close of 1907 23 wells had been drilled -eight of
which produced oil, 11 produced gas, and four were abandoned. Development of the
field continued at a rapid pace during the following years, and by 1918 the
production reached a peak of 11 million bbl/year.
GEOLOGICAL SETTING
The Caddo Pine Island Field sits on top of the Subine uplift, which is the
stratigraphic uplift in Northern Louisiana. Due to the uplift many of the
formations on the top of it became excellent reservoir rock for hydrocarbons.
Impervious formations lying just above these called caprock cause traps that the
oil and gas accumulate up against under pressure. When these caprock formations
are drilled through and into the reservoir rock the pressure is then released
and will flow to the surface carrying oil and gas with it. Production has been
obtained from several horizons, ranging in depth from the Nacatoch sand at 800
ft to the Hosston or Travis Peak which is found at 2,500 ft near the crest of
the dome of the Lower Cretaceous beds.
DISTRIBUTION METHODS
We plan to distribute oil and gas that we produce through oil and gas gathering
companies with the gas sometimes being sold directly to public utility
companies. The operator, Four Star Oil Company, will make the arrangements with
the gathering companies.
If we do find a gas well for lease the distribution agreements for gas generally
provide for the company to tap into the distribution line of a gas distribution
company, and we would be paid for our gas at the market price at the time of
delivery less any transportation charge from the gas transmission company. These
charges can range from 5% upward of the market value of the gas, depending on
the competition among transmission companies in the area of the wells.
COMPETITION
We operate in a highly competitive environment for acquiring properties,
modernizing existing wells and marketing oil and natural gas we may produce. The
majority of our competitors possess and employ financial, technical and
personnel resources substantially greater than ours, which can be particularly
important in the areas in which we plan to operate. Those companies may be able
to pay more for productive oil and natural gas properties and exploratory
prospects and to evaluate, bid for and purchase a greater number of properties
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and prospects than our financial resources permit. Our ability to acquire
additional prospects and to find and develop reserves in the future will depend
on our ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment. Also, there is substantial
competition for capital available for investment in the oil and natural gas
industry.
Current competitive factors in the domestic oil and gas industry are unique. The
actual price range of crude oil is largely established by major international
producers. Pricing for natural gas is more regional; however, more favorable
prices can usually be negotiated for larger quantities of oil and/or gas
product. In this respect, while we believe we have a price disadvantage when
compared to larger producers, we view our primary pricing risk to be related to
a potential decline in international prices to a level which could render our
production uneconomical.
We will be committed to use the services of the existing gathering companies in
our present area of production. This potentially gives such gathering companies
certain short-term relative monopolistic powers to set gathering and
transportation costs, because obtaining the services of an alternative gathering
company may require substantial additional costs.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
REGULATION OF TRANSPORTATION OF OIL
Sales of crude oil, condensate and natural gas liquids are not currently
regulated and are made at negotiated prices. Nevertheless, Congress could
reenact price controls in the future.
Our sales of crude oil will be affected by the availability, terms and cost of
transportation. The transportation of oil in common carrier pipelines is also
subject to rate regulation. The Federal Energy Regulatory Commission, or the
FERC, regulates interstate oil pipeline transportation rates under the
Interstate Commerce Act. Intrastate oil pipeline transportation rates are
subject to regulation by state regulatory commissions. The basis for intrastate
oil pipeline regulation, and the degree of regulatory oversight and scrutiny
given to intrastate oil pipeline rates, varies from state to state.
Insofar as effective interstate and intrastate rates are equally applicable to
all comparable shippers, we believe that the regulation of oil transportation
rates will not affect our operations in any way that is of material difference
from those of our competitors. Further, interstate and intrastate common carrier
oil pipelines must provide service on a non-discriminatory basis. Under this
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open access standard, common carriers must offer service to all shippers
requesting service on the same terms and under the same rates. When oil
pipelines operate at full capacity, access is governed by pro-rationing
provisions set forth in the pipelines' published tariffs. Accordingly, we
believe that access to oil pipeline transportation services generally will be
available to us to the same extent as to our competitors.
REGULATION OF TRANSPORTATION AND SALE OF NATURAL GAS
Historically, the transportation and sale for resale of natural gas in
interstate commerce have been regulated pursuant to the Natural Gas Act of 1938,
the Natural Gas Policy Act of 1978 and regulations issued under those Acts by
the FERC. In the past, the federal government has regulated the prices at which
natural gas could be sold. While sales by producers of natural gas can currently
be made at uncontrolled market prices, Congress could reenact price controls in
the future.
Since 1985, the FERC has endeavored to make natural gas transportation more
accessible to natural gas buyers and sellers on an open and non-discriminatory
basis. The FERC has stated that open access policies are necessary to improve
the competitive structure of the interstate natural gas pipeline industry and to
create a regulatory framework that will put natural gas sellers into more direct
contractual relations with natural gas buyers by, among other things, unbundling
the sale of natural gas from the sale of transportation and storage services.
Although the FERC's orders do not directly regulate natural gas producers, they
are intended to foster increased competition within all phases of the natural
gas industry.
Intrastate natural gas transportation is subject to regulation by state
regulatory agencies. The basis for intrastate regulation of natural gas
transportation and the degree of regulatory oversight and scrutiny given to
intrastate natural gas pipeline rates and services varies from state to state.
Insofar as such regulation within a particular state will generally affect all
intrastate natural gas shippers within the state on a comparable basis, we
believe that the regulation of similarly situated intrastate natural gas
transportation in any states in which we may eventually operate and ship natural
gas on an intrastate basis will not affect our operations in any way that is of
material difference from those of our competitors.
REGULATION OF PRODUCTION
The production of oil and natural gas is subject to regulation under a wide
range of local, state and federal statutes, rules, orders and regulations.
Federal, state and local statutes and regulations require permits for drilling
operations, drilling bonds and reports concerning operations. All states, in
which we may operate in the future, have regulations governing conservation
matters, including provisions for the unitization or pooling of oil and natural
gas properties, the establishment of maximum allowable rates of production from
oil and natural gas wells, the regulation of well spacing, and plugging and
abandonment of wells. The effect of these regulations is to limit the amount of
oil and natural gas that can be produced from wells and to limit the number of
wells or the locations, although companies can apply for exceptions to such
regulations or to have reductions in well spacing. Moreover, each state
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generally imposes a production or severance tax with respect to the production
and sale of oil, natural gas and natural gas liquids within its jurisdiction.
The failure to comply with these rules and regulations can result in substantial
penalties. Our competitors in the oil and natural gas industry are subject to
the same regulatory requirements and restrictions that affect our operations.
SOURCE AND AVAILABILITY OF RAW MATERIALS
We have no significant raw materials. However, if we are successful in our plan
of operations we may make use of numerous oil field service companies. We
currently only have one well lease in Louisiana, where there are numerous oil
field service companies.
MAJOR CUSTOMERS
If we are successful in our plan of operation, we will principally sell our oil
and natural gas production through our operator to marketers and other
purchasers that have access to nearby pipeline facilities. Generally, in areas
where there is no practical access to pipelines, oil is trucked to storage
facilities. We believe that the loss of any of these oil and gas purchasers
would not materially impact our business, because we could readily find other
purchasers for our oil and gas as produced.
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no patents, trademarks, licenses, concessions, or labor contracts. We
will pay royalties to mineral owners and owners of overriding royalties on the
oil and gas leases. These royalties usually are 25%, as is the case with the
Cecil Barlow #1. The leases are good and royalties are owed as long as there is
production on the property.
ENVIRONMENTAL COMPLIANCE AND RISKS
Oil and natural gas exploration, development and production operations are
subject to stringent federal, state and local laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. Historically, most of the environmental regulation of
oil and gas production has been left to state regulatory boards or agencies in
those jurisdictions where there is significant gas and oil production, with
limited direct regulation by such federal agencies as the Environmental
Protection Agency. However, while we believe this generally to be the case for
our production activities in Louisiana, there are various regulations issued by
the Environmental Protection Agency ("EPA") and other governmental agencies that
would govern significant spills, blow-outs, or uncontrolled emissions.
In Louisiana, specific oil and gas regulations apply to the drilling, completion
and operations of wells, and the disposal of waste oil and salt water. There are
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also procedures incident to the plugging and abandonment of dry holes or other
non-operational wells, all as governed by the applicable governing state agency.
At the federal level, among the more significant laws and regulations that may
affect our business and the oil and gas industry are: The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, also known as
"CERCLA" or Superfund; the Oil Pollution Act of 1990; the Resource Conservation
and Recovery Act, also known as "RCRA"; the Clean Air Act; Federal Water
Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking
Water Act of 1974.
Compliance with these regulations may constitute a significant cost and effort
for us. No specific accounting for environmental compliance has been projected
by us at this time. We are not presently aware of any environmental demands,
claims, or adverse actions, litigation or administrative proceedings in which
our acquired property is involved or subject to, or arising out of any
predecessor operations.
In the event of a breach of environmental regulations, these environmental
regulatory agencies have a broad range of alternative or cumulative remedies
which include: ordering a clean-up of any spills or waste material and
restoration of the soil or water to conditions existing prior to the
environmental violation; fines; or enjoining further drilling, completion or
production activities. In certain egregious situations the agencies may also
pursue criminal remedies against us or our principal officers.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $10,000 for the lease on our current property.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Robert Gelfand. Mr. Gelfand currently
devotes 2-4 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
DESCRIPTION OF PROPERTY
We do not currently own any property. The Company leases shared office
facilities at Suite 400 - 601 West Broadway, Vancouver, BC V5Z 4C2 on a
month-to-month basis for approximately $50 per month. The facilities include
answering services, fax services, reception area and shared office and meeting
facilities as well as secretarial services which are available on a pay as
needed basis. The telephone number is (888)609-1173. Management believes the
current premises are sufficient for its needs at this time.
22
<PAGE>
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the completion of the
Offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the U.S. Securities and Exchange Commission or applicable
regulatory authority. Market Makers are not permitted to begin quotation of a
security whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their required
filing during that time. We cannot guarantee that our application will be
accepted or approved and our stock listed and quoted for sale. As of the date of
this filing, there have been no discussions or understandings between Impact
Explorations with any market maker regarding participation in a future trading
market for our securities.
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus AO&G had one stockholder of
record. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
23
<PAGE>
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
* contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
* the bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
24
<PAGE>
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M, promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this Offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
WHERE YOU CAN FIND MORE INFORMATION
To date, we have not registered securities pursuant to Section 12 of the Act
which means we are considered a "voluntary filer" under U.S. Securities and
Exchange Commission (SEC) regulations. We are, therefore, not currently
obligated to file any periodic reports under the Exchange Act, to follow the
SEC's proxy rules or to distribute an annual report to our securities holders.
However, we intend to file annual, quarterly and special reports, and other
information with the SEC, even though we are not required to do so. You may read
or obtain a copy of the registration statement to be filed or any other
information we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information regarding the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
SEC filings are also available to the public from the SEC web site at
www.sec.gov, which contains our reports, and other information we file
electronically with the SEC.
FINANCIAL STATEMENTS
The financial statements of American Oil & Gas Inc. for the year ended January
31, 2012, and related notes, included in this prospectus have been audited by
George Stewart, CPA, and have been so included in reliance upon the opinion of
such accountants given upon their authority as an expert in auditing and
accounting.
25
<PAGE>
PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking states are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or out predictions.
Our current cash balance is $25,000. We believe our cash balance is sufficient
to cover the expenses we will incur during the next twelve months in a limited
operations scenario or until we raise the funding from this Offering. If we
experience a shortage of funds prior to funding we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this Offering. We are an exploration stage company and have generated no
revenue to date. We have sold $10,000 in equity securities to pay for our
minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin realizing revenue from our oil & gas sales. There is no assurance we will
ever reach that point.
Our goal is to find exploitable oil or gas on our leased property. Our success
depends on achieving that goal. There is the likelihood of the Cecil Barlow #1
well containing little or no economic value and funds that we spend on the
reactivation will be lost. Even if we complete our current program and are
successful in reworking the well into operation we cannot guarantee production
will be substantial enough for us to be profitable.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the re-work and production program on the current
lease while also searching for other appropriate leases. In addition to the
$10,000 for the purchase of the Cecil Barlow #1 bore hold and the $14,194 we
anticipate spending for the initial rework program, we anticipate spending an
additional $3,875 (approx. $387.50 per month) for monthly maintenance fees once
the well is operational, $10,000 on professional fees, including fees payable
for complying with reporting obligations, $5,000 in general administrative costs
and $6,931 in working capital. Total expenditures over the next 12 months are
therefore expected to be approximately $50,000. We will require the funds from
this Offering to proceed.
The following work program has been recommended by Four Star Oil Company, the
operator we have consulted for the re-working and subsequent operation of the
Cecil Barlow #1.
26
<PAGE>
PHASE 1: REWORK PROGRAM
* Cecil Barlow #1 is already a drilled well bore
* Well has been drilled down to 1,800 feet
* Well appears to have a couple of oil or gas zones
* Work over will consist of pulling existing tubing, rods and down-hole
pump, swabbing out the well, and placing new tubing, rods, and
down-hole pump in the hole.
Costs to rework the well:
Work Over crew to clean the well: $ 3,300
Tubing delivered (1780ft $2.85 ft): $ 5,073
Rods delivered (1780 ft @ $1.95): $ 3,471
Down hole pump: $ 1,500
Misc: $ 850
-------
Estimated Total Rework cost: $14,194
=======
PHASE 2: MONTHLY MAINTENANCE OF WORKING WELL:
Chemicals, electricity, taxes, overhead, pumper: $387.50 approx
We will not begin the re-work on the Cecil Barlow #1 until we raise funding. We
estimate it will take approximately three to six months to complete the
registration process and sell the shares in this Offering. Once we receive
funding it will take up to two months to get the well operational. If we are
able to reach that point we estimate the revenues, based on the current price of
oil of $100 per barrel, from the Cecil Barlow #1 well to be:
Revenue based on 2 barrels per day:
$200 per day, 30 days/month = $6,000, 12 months/year = $72,000 Less
royalty of 25% = $4,500/month, $54,000/year
Revenue based on 3 barrels per day:
$300 per day, 30 days/month = $9,000, 12 months/year = $108,000 Less of
25% = $6,750/month, $81,000/year
These amounts are estimates only based on production in the surrounding area,
there can be no assurance that the Cecil Barlow #1 will produce oil in these
amounts.
27
<PAGE>
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are an exploration stage corporation and have
not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.
To become profitable and competitive, we must conduct the rework of our current
well before we start production of any oil or gas we may find. We believe that
our current cash balance will allow us to operate for one year based on our
current limited operations.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this Offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. Our director has agreed to advance
funds as needed until the Offering is completed or failed and has agreed to pay
the cost of plugging the well in the event the well does not produce enough to
be profitable and we abandon production and there are no remaining funds in the
company. While he has agreed to advance the funds, the agreement is verbal and
is unenforceable as a matter of law.
We received our initial funding of $10,000 through the sale of common stock to
Robert Gelfand, our officer and director, who purchased 10,000,000 shares of our
common stock at $0.001 per share in January, 2012. As of January 31, 2012,
$15,000 is owed to Mr. Gelfand for funds loaned by him to the Company. The loan
is non-interest bearing with no specific repayment terms.
On February 2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish,
Louisiana for $10,000.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
28
<PAGE>
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
29
<PAGE>
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
OIL AND GAS PROPERTIES
Oil and gas investments are accounted for by the successful efforts method of
accounting. Accordingly, the costs incurred to acquire property (proved and
unproved), all development costs, and successful exploratory costs are
capitalized, whereas the costs of unsuccessful exploratory wells are expensed.
Depletion of capitalized oil and gas well costs is provided using the units of
production method based on estimated proved developed oil and gas reserves of
the respective oil and gas properties.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
The officer and director of AO&G, whose one year terms will expire 1/31/13, or
at such a time as his successor(s) shall be elected and qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Robert Gelfand 46 President, 1/23/12 1/31/13
Suite 400 - 601 W Broadway Secretary,
Vancouver, BC Treasurer,
V5Z 4C2 CFO, CEO &
Director
The foregoing person is a promoter of AO&G, as that term is defined in the rules
and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
30
<PAGE>
Robert Gelfand currently devotes 2-4 hours per week to company matters, in the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
BACKGROUND INFORMATION
ROBERT GELFAND has been the President, CEO, Treasurer, CFO, Secretary, and
Director of the Company since inception. From July 1996 to the present he has
been a Director of StarAsia Capital Inc., a venture capital company for
development and start-up stage companies in Bangkok, Thailand and Vancouver,
Canada. Mr. Gelfand has held officer and director positions of several publicly
traded companies over the past 15 years.
Mr. Gelfand holds a Bachelor of Commerce Degree (Finance major) from The
University of British Columbia, in Vancouver, BC, Canada where he received it in
1989. Mr. Gelfand also holds the Chartered Financial Analyst designation (CFA)
which he received from the CFA Institute in Charlottesville, Virginia. He
intends to devote his time as required to the business of the Company.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Robert Gelfand.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Robert 2012 0 0 0 0 0 0 0 0
Gelfand,
President,
CFO & CEO
31
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Robert 0 0 0 0 0 0 0 0 0
Gelfand,
CEO & CFO
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Robert Gelfand, 0 0 0 0 0 0 0
Director
There are no current employment agreements between the company and its executive
officer.
In January 2012 Robert Gelfand purchased 10,000,000 shares of our common stock
at $0.001 per share. The terms of these stock issuances were as fair to the
company, in the opinion of the board of directors, as could have been made with
an unaffiliated third party.
Mr. Gelfand currently devotes approximately 2-4 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
32
<PAGE>
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of AO&G's voting
securities by officers, directors and major stockholders as well as those who
own beneficially more than five percent of our common stock as of the date of
this prospectus:
Name and No. of No. of
Address of Shares Shares Percentage of Ownership
Beneficial Before After Before After
Owner(1) Offering Offering Offering Offering
----- -------- -------- -------- --------
Robert Gelfand 10,000,000 10,000,000 100% 50%
All Officers and
Directors as a Group 10,000,000 10,000,000 100% 50%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Gelfand will not be paid for any underwriting services that he performs on
our behalf with respect to this Offering. He will also not receive any interest
on any funds that he may advance to us for expenses incurred prior to the
Offering being closed.
In January 2012 Mr. Gelfand purchased 10,000,000 shares of our common stock at
$0.001 per share. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company. (See "Principal Stockholders".)
As of January 31, 2012, $15,000 is owed to Mr. Gelfand for funds loaned by him
to the Company. The loan is non-interest bearing with no specific repayment
terms.
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
33
<PAGE>
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
34
<PAGE>
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
American Oil & Gas Inc.
I have audited the accompanying balance sheets of American Oil & Gas Inc. (An
Exploration Stage Company) as of January 31, 2012, and the related statements of
operations, stockholders' equity and cash flows for the year ended January 31,
2012 and for the period from January 23, 2012 (inception), to January 31, 2012.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Oil & Gas Inc., (An
Exploration Stage Company) as of January 31, 2012, and the results of its
operations and cash flows for the years ended January 31, 2012 and the period
from January 23, 2012 (inception), to January 31, 2012 in conformity with
generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
-----------------------------------
George Stewart
Seattle, Washington
March 8, 2012
F-1
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of
January 31,
2012
--------
ASSETS
CURRENT ASSETS
Cash $ 25,000
--------
TOTAL CURRENT ASSETS 25,000
--------
TOTAL ASSETS $ 25,000
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 565
Loan Payable - Related Party 15,000
--------
TOTAL CURRENT LIABILITIES 15,565
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 10,000,000 shares issued and outstanding
as of January 31, 2012 10,000
Deficit accumulated during exploration stage (565)
--------
TOTAL STOCKHOLDERS' EQUITY 9,435
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 25,000
========
See Notes to Financial Statements
F-2
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 23, 2012
(inception)
through
January 31,
2012
------------
REVENUES
Revenues $ --
------------
TOTAL REVENUES --
EXPENSES
Office and Administrative 565
------------
TOTAL EXPENSES 565
------------
NET INCOME (LOSS) $ (565)
============
NET LOSS PER BASIC AND DILITED SHARE $ (0.00)
============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,000,000
============
See Notes to Financial Statements
F-3
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From January 23, 2012 (Inception) through January 31, 2012
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 23, 2012 -- $ -- $ -- $ -- $ --
Stock issued for cash on January 23, 2012
@ $0.001 per share 10,000,000 10,000 -- -- 10,000
Net loss, January 31, 2012 (565) (565)
---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2012 10,000,000 $ 10,000 $ -- $ (565) $ 9,435
========== ========== ========== ========== ==========
See Notes to Financial Statements
F-4
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 23, 2012
(inception)
through
January 31,
2012
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (565)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities: --
Increase (decrease) in Accounts Payable 565
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES --
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 15,000
Issuance of common stock 10,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000
--------
NET INCREASE (DECREASE) IN CASH 25,000
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF YEAR $ 25,000
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-5
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
American Oil and Gas Inc. (the Company) was incorporated under the laws of the
State of Nevada on January 23, 2012. The Company was formed to engage in the
acquisition, exploration and development of oil and gas properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced any exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
F-6
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
OIL AND GAS PROPERTIES
Oil and gas investments are accounted for by the successful efforts method of
accounting. Accordingly, the costs incurred to acquire property (proved and
unproved), all development costs, and successful exploratory costs are
capitalized, whereas the costs of unsuccessful exploratory wells are expensed.
Depletion of capitalized oil and gas well costs is provided using the units of
production method based on estimated proved developed oil and gas reserves of
the respective oil and gas properties.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
F-7
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from January 23, 2012 (date of
inception) to January 31, 2012 and generated a net loss of $565. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company is currently in the exploration stage and has minimal
expenses, management believes that the Company's current cash of $25,000 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until it raises additional funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
As of January 31, 2012, $15,000 is owed to Robert Gelfand, President, from funds
loaned by him to the Company and is non-interest bearing with no specific
repayment terms.
NOTE 7. INCOME TAXES
As of January 31, 2012
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 565
Tax rate 34%
-----
Gross deferred tax assets 192
Valuation allowance (192)
-----
Net deferred tax assets $ --
=====
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
F-8
<PAGE>
AMERICAN OIL & GAS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 8. NET OPERATING LOSSES
As of January 31, 2012, the Company has a net operating loss carryforward of
approximately $565. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On January 23, 2012, the Company issued a total of 10,000,000 shares of common
stock to its sole officer/director for cash in the amount of $0.001 per share
for a total of $10,000.
As of January 31, 2012 the Company had 10,000,000 shares of common stock issued
and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2012:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 10,000,000 shares
issued and outstanding.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after January 31,
2012 up through date the Company issued these financial statements. On February
2, 2012 the Company acquired the Cecil Barlow lease in Caddo Parish, Louisiana
for $10,000.
F-9
<PAGE>
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the Offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 6
Accounting fees and expenses $3,000
Legal fees $ 200
Preparation and EDGAR conversion fees $1,800
Transfer Agent fees $ 650
Printing $ 344
------
Total $6,000
======
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of American Oil & Gas, Inc. allow for the indemnification of the
officers and directors in regard to their carrying out the duties of their
offices. The board of directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he/she has met the applicable standard of conduct set forth in
the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
II-1
<PAGE>
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding so orders, by independent legal counsel, in
a written opinion; or
d. If a quorum consisting of directors who were not parties to the act, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
II-2
<PAGE>
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the certificate or
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to section 2 or
for the advancement of expenses made pursuant to section 5, may not be made
to or on behalf of any director or officer if a final adjudication
establishes that his acts or omission involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
b. Continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended from
time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling AO&G, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
In January 2012, a total of 10,000,000 shares of common stock were issued in
exchange for $10,000 US, or $.001 per share. These securities were issued to Mr.
Gelfand, the officer and director of the company.
II-3
<PAGE>
EXHIBITS
Exhibit 3.1 Articles of Incorporation
Exhibit 3.2 Bylaws
Exhibit 5.1 Opinion re: Legality
Exhibit 10.1 Lease Agreement on Cecil Barlow #1
Exhibit 10.2 Lease Assignment Agreement
Exhibit 10.3 Bill of Sale - Cecil Barlow #1 bore hole
Exhibit 10.4 Four Star Oil Company Operating Agreement
Exhibit 23.1 Consent of counsel (see Exhibit 5)
Exhibit 23.2 Consent of independent auditor
UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
II-4
<PAGE>
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the Offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
II-5
<PAGE>
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the Offering made by
the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Vancouver, BC on
March 16, 2012.
American Oil & Gas Inc.
/s/ Robert Gelfand
----------------------------------------
By: Robert Gelfand, Director
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Robert Gelfand March 16, 2012
------------------------------------------------ --------------
Robert Gelfand, President & Director Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)
II-7
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
AMERICAN OIL & GAS INC.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: AMERICAN OIL & GAS INC.
II. REGISTERED OFFICE: RESIDENT AGENT: The location of the registered
office of this corporation within the State of Nevada is 711 S. Carson St. Suite
4, Carson City, Nevada 89701; this corporation may maintain an office or offices
in such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors or by the By-Laws of the corporation;
and this corporation may conduct all corporation business of every kind or
nature, including the holding of any meetings of directors or shareholders,
inside or outside the State of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Resident Agents of Nevada,
Inc., 711 S. Carson St. Suite 4, Carson City, Nevada 89701.
III. PURPOSE: The purpose for which this corporation is formed is: To
engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be SEVENTY FIVE THOUSAND Dollars
($75,000.00), consisting of SEVENTY FIVE MILLION (75,000,000) shares of COMMON
STOCK, par value $.001 per share.
V. INCORPORATOR: The name and post office address of the Incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Resident Agents of 711 S. Carson St. Suite 4
Nevada, Inc. Carson City, Nevada 89701
VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first Board shall consist of one (1) director.
The number of directors may, pursuant to the By-Laws, be increased or
decreased by the Board of Directors, provided there shall be no less than one
(1) nor more than nine (9) Directors.
The name and post office addresses of the directors constituting the first
Board of Directors is as follows:
1
<PAGE>
NAME POST OFFICE ADDRESS
---- -------------------
Robert Michael Gelfand 1711 Drummond Drive
Vancouver, BC, Canada
V6T 1B7
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders thereof, after
the amount of the subscription price has been paid in, shall not be subject to
any assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as an officer or director, except for liability (I)
for any breach of the officer or directors 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, or (iii) for any
transaction from which the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is amended after the date of
incorporation to authorize corporate action further eliminating or limiting the
personal liability of officers or directors, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada General Corporation Law, or amendments thereto. No
repeal or modification of this paragraph shall adversely affect any right or
protection of an officer or director of the Corporation existing at the time of
such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding), by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was an officer or director
of the Corporation or is or was serving at the request of the Corporation as an
officer or director of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans whether the basis of such proceeding is alleged action in an official
capacity as an officer or director shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Nevada General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
2
<PAGE>
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys fees, judgments, fines, excise taxes or penalties
and amounts to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be an officer or director and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided
however, that, if the Nevada General Corporation Law requires the payment of
such expenses incurred by an officer or director in his or her capacity as an
officer or director (and not in any other capacity in which service was or is
rendered by such person while an officer or director, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, payment shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such officer or director, to
repay all amounts so advanced if it shall ultimately be determined that such
officer or director is not entitled to be indemnified under the Section or
otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety days
after a written claim has been received by the Corporation, the claimant may, at
any time thereafter, bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful, in whole or in part, the claimant shall
be entitled to be paid the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Nevada General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Nevada General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
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hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself
and any officer, director, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification to any employee or agent of
the Corporation tot he fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of officers and
directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinafter named for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring and
certifying the facts herein stated are true, and, accordingly, has hereunto set
her hand this 23rd day of January, 2012.
/s/ Sandra L. Miller
-----------------------------------
Sandra L. Miller Sole Incorporator
for Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF CARSON )
On this 23rd day of January, 2012, before me, a Notary Public,
personally appeared Sandra L. Miller who acknowledged to me that she executed
the above instrument.
------------------------------
Notary Public
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CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of American Oil & Gas Inc., I, Sandra L. Miller on behalf of
Resident Agents of Nevada, Inc., with address at 711 S. Carson St. Suite 4,
Carson City, Nevada 89701, hereby accept the appointment as Resident Agent of
the above-entitled corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered office is
711 S. Carson St. Suite 4, Carson City, Nevada 89701.
IN WITNESS WHEREOF, I hereunto set my hand this 23rd day of January, 2012.
/s/ Sandra L. Miller
-----------------------------------
Sandra L. Miller for
Resident Agents of Nevada, Inc.
5
Exhibit 3.2
BYLAWS
OF
AMERICAN OIL & GAS INC.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be
held in January of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any,
shall cause notice of the time, place, and purpose or purposes of all meetings
of the shareholders (whether annual or special), to be mailed at least 10 days,
<PAGE>
but not more than 50 days, prior to the meeting, to each shareholder of record
entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before, during, or after the meeting), by signing a written waiver of
notice or a consent to the holding of such meeting, or an approval of the
minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any annual meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that the share
transfer books shall be closed, for the purpose of determining shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
50 days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, such books shall
be closed for at least 10 days immediately preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 50 and, in case of a meeting of
shareholders, not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting or to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof. Failure to comply with
this Section shall not affect the validity of any action taken at a meeting of
shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the corporation shall make, at least
10 days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of, and the number of shares held by each,
which list, for a period of 10 days prior to such meeting, shall be kept on file
at the registered office of the corporation and shall be subject to inspection
by any shareholder during the whole time of the meeting. The original share
transfer book shall be prima facie evidence as to the shareholders who are
entitled to examine such list or transfer books, or to vote at any meeting of
shareholders.
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. If a quorum is
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present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
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of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of one to nine persons. Increases or decreases to said number may be
made, within the numbers authorized by the Articles of Incorporation, as the
Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be had upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire number
of directors annually, the Board of Directors may provide that the directors be
divided into either two or three classes, each class to be as nearly equal in
number as possible, the term of office of the directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual meeting after their election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification, the number of
directors equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the second succeeding annual
meeting, if there be two classes, or until the third succeeding annual meeting,
if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately following, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least 10
days prior thereto by written notice delivered personally or mailed to each
director at his or her regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
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States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors shall be increased, the directors then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less than a quorum, in
any way approved by the meeting. Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by election
by the shareholders at the meeting at which the director or directors are
removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her or her dissent shall be entered in the minutes of the meeting, unless he or
she shall file his or her or her written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof, or shall
forward such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any time by delivering a
written resignation to either the president, a vice president, the secretary, or
assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided, that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.
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Section 3.14 Written Consent to Action by Directors. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one or
more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president, one
or more vice-presidents, as shall be determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors. The Board of Directors may elect, but shall not be
required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure to choose officers at an annual meeting of the Board of Directors,
officers may be chosen at any regular or special meeting of the Board of
Directors. Each such officer (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise) shall hold his or her office until
the next ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her death, or
until his or her resignation or removal in the manner provided in these Bylaws.
Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority, and
perform such duties as the Board of Directors from time to time may determine.
The Board of Directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and to prescribe
their respective titles, terms of office, authorities, and duties. Subordinate
officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering a
written resignation to the Board of Directors, the president, or the secretary.
Unless otherwise specified therein, such resignation shall take effect on
delivery.
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Section 4.05 Removal. Any officer may be removed from office at any special
meeting of the Board of Directors called for that purpose or at a regular
meeting, by vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or any
other cause, or if a new office shall be created, then such vacancies or new
created offices may be filled by the Board of Directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be
such an officer, shall have the following powers and duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors; and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers and
duties:
(a) If no general manager has been appointed, he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
Section 4.09 The Vice Presidents. The Board of Directors may, from time to time,
designate and elect one or more vice presidents, one of whom may be designated
to serve as executive vice president. Each vice president shall have such powers
and perform such duties as from time to time may be assigned to him or her by
the Board of Directors or the president. At the request or in the absence or
disability of the president, the executive vice president or, in the absence or
disability of the executive vice president, the vice president designated by the
Board of Directors or (in the absence of such designation by the Board of
Directors) by the president, the senior vice president, may perform all the
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duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the following powers and
duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she shall have charge of the share books of the corporation and
cause the share transfer books to be kept in such manner as to show at any time
the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
(f) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.11 The Treasurer. The treasurer shall have the following powers and
duties:
(a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
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(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.12 General Manager. The Board of Directors may employ and appoint a
general manager who may, or may not, be one of the officers or directors of the
corporation. The general manager, if any shall have the following powers and
duties:
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents:
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often
as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the officers of
the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
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hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come into his
or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained in
the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and delivery any contract
or other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks and or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, subject to the provisions of these Bylaws, evidences of
indebtedness of the corporation, shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
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indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks, bonds, and other securities owned by or standing in
the name of the corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment, shall be effected by the president, or by
any vice president, together with the secretary, or by any officer or agent
thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by the president or any vice president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation, certifying the number and
kind, class or series of shares owned by him or her in the corporation;
provided, however, that where such a certificate is countersigned by (a) a
transfer agent or an assistant transfer agent, or (b) registered by a registrar,
the signature of any such president, vice president, secretary, or assistant
secretary may be a facsimile. In case any officer who shall have signed, or
whose facsimile signature or signatures shall have been used on any such
certificate, shall cease to be such officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof, or by his
or her attorney thereunto duly authorized by a power of attorney duly executed
in writing and filed with the secretary of the corporation or any of its
transfer agents, and on surrender of the certificate or certificates, properly
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endorsed or accompanied by proper instruments of transfer, representing such
shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and of
the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book (or books where more than one kind, class, or series of stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing shares of the corporation, and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for shares shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such shares, and until registered by a registrar, if at such date the
corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share books of the
corporation for a period of not to exceed 50 days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or capital shares shall go into effect, or a date
in connection with obtaining the consent of shareholders for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding 50 days preceding the date of
any meeting of shareholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of the
shareholders entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.
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(c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least 10 days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new
certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights.
To the extent permissible under the applicable law of any jurisdiction to which
the corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modified, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock of the
corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the corporation or any other
shareholder on the acquisition by any person or group of persons of shares of
the corporation. In particular, to the extent permitted under the laws of the
state of incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Nevada Control Share Acquisitions
Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or
any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an executive
committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
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Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without notice) as it shall determine from
time to time. It will keep a record of its proceedings and shall report such
proceedings to the Board of Directors at the meeting of the Board of Directors
next following.
Section 7.04 Quorum and Manner of Acting. At all meeting of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the indiviual members thereof shall have no powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of such
other committees as may be designated hereunder by the Board of Directors, may
resign at any time by delivering a written resignation to either the president,
the secretary, or assistant secretary, or to the presiding officer of the
committee of which he or she is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified herein, such resignation shall
take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any member
of the executive committee or of any other committee designated by it hereunder
either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive committee
or of any other committee designated by the Board of Directors hereunder, by
reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.
Section 7.08 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.
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ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer, employee, or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Any other indemnification under
Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a
determination that indemnification of the officer, director, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall
be made either (i) by the Board of Directors by a majority vote of a quorum
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consisting of directors who were not parties to such action, suit, or
proceeding; or (ii) by independent legal counsel on a written opinion; or (iii)
by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit, or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by this
Section shall apply to all present and future directors, officers, employees,
and agents of the corporation and shall continue as to such persons who ceases
to be directors, officers, employees, or agents of the corporation, and shall
inure to the benefit of the heirs, executors, and administrators of all such
persons and shall be in addition to all other indemnification permitted by law.
8.07. Insurance. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against any such liability and under the laws of the state of incorporation, as
the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
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ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors or the
shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that:
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he is the secretary of American Oil &
Gas Inc., a corporation duly organized and existing under and by virtue of the
laws of the State of Nevada; that the above and foregoing Bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the corporation at a meeting of the Board of Directors, which was duly and
regularly held on the 23rd day of January, 2012, and that the above and
foregoing Bylaws are now in full force and effect.
DATED THIS 23rd day of January, 2012.
/s/ Robert Gelfand
---------------------------------
Robert Gelfand, Secretary
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Exhibit 5.1
Kevin M. Murphy
Attorney at Law
6402 Scott Lane
Pearland, Texas 77581
(281) 804-1174
info@kevinmurphylaw.com
March 14th, 2012
American Oil & Gas Inc.
Robert Michael Gelfand
Suite 400 - 601 West Broadway
Vancouver, BC, Canada
V6T1B7
Re: American Oil & Gas Inc., Form S-1 Registration Statement
Mr. Gelfand:
I refer to the above-captioned registration statement on Form S-1 ("Registration
Statement") under the Securities Act of 1933, as amended ( "Act"), filed by
American Oil & Gas, Inc., a Nevada Corporation ("Company"), with the Securities
and Exchange Commission. The Registration Statement related to the offering of
10,000,000 shares of the Company's common stock ("Common Stock"). Such shares
are to be issued under the Registration Statement and the relating prospectus to
be filed with the Commission. The details of the offering are described in the
Registration Statement on Form S-1.
I have examined the originals, or photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the
Company, and other documents as I have deemed relevant and necessary as a basis
for the opinion hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as certified copies or photocopies and the authenticity of the originals of such
documents.
Based on my examination mentioned above, I am of the opinion that 10,000,000
shares of common stock to be offered and sold are duly authorized shares of
common stock will, when sold, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to my firm under "Legal Matters" in the
Registration Statement.
Sincerely,
/s/ Kevin M. Murphy
-----------------------------
Kevin M. Murphy
Exhibit 10.4
OPERATING AGREEMENT
THIS AGREEMENT, made this 2nd day of February, 2012, between Four Star Oil
Company, hereinafter designated as "Operator", and the signatory party or
parties other than the Operator, hereinafter designated as "Non-Operator" or
"Non-Operators."
WITNESSETH:
WHEREAS, the parties to this Agreement are owners of interests in that
certain production/proration unit for the #1 Wells (the "Wells") on the Cecil
Barlow lease, located in Caddo Parish, Louisiana reached an agreement to develop
the Unit and operate the Well as hereinafter provided.
1. Definitions
As used in this Agreement, the following words and terms shall have the meanings
here ascribed to them.
A. The words "party" and "parties" shall always mean a party or the parties
to this Agreement.
B. The parties to this Agreement shall always be referred to as "it" or
"they" whether the parties be corporate bodies, partnerships, associations,
or individuals.
C. The term "oil and gas" shall include oil, gas, casinghead gas, gas
condensate, and all other liquid or gaseous hydrocarbons, unless intent to
limit the inclusiveness of this term is specially stated.
D. The term "oil and gas interests" shall mean unleased fee and mineral
interests in tracts of land lying within the Unit or Area of Interest that
are owned by the parties to this Agreement.
E. The term "Unit Area" shall refer to and include all of the lands, oil
and gas leasehold interests and oil and gas interests intended to be
developed and operated for oil and/or gas purposes under this Agreement.
Such lands are described in Exhibit A.
F. The words "equipment" and "materials" as used here are synonymous and
shall mean and include all oil field supplies and personal property
acquired for use in the Unit Area.
All exhibits attached to this Agreement are made a part of the contract as
fully as though copied in full in the contract.
<PAGE>
2. Title Examination
A. TITLE EXAMINATION: All abstracts and title shall be examined for the
benefit of all parties by Operator's attorneys. A copy of each title
opinion and of each supplemental opinion, if needed, and all final opinions
shall be sent promptly to each party at their request. The opinion of the
Operator's attorney concerning the validity of the title to each oil and
gas interest and each lease, and the amount of interest covered thereby
shall be binding and conclusive on the parties, but the acceptability of
leases as to primary term, royalty provisions, drilling obligations and
special burdens, shall be a matter for approval and acceptance by an
authorized representative of each party. Each party shall pay his pro rata
share of any legal fees incurred by Operator relating to preparation of
title opinions, supplemental opinions and final opinions.
B. FAILURE OF TITLE: Any defects of title that may develop shall be the
joint responsibility of all parties and, if a title loss occurs, it shall
be the loss of all parties, with each bearing its proportionate part of the
loss and of any liabilities incurred in the loss. If such a loss occurs,
there shall be no change in, or adjustment of, the interests of the parties
in the remaining portion of the Unit Area or Area of Interest.
C. LOSS OF LEASES FOR OTHER THAN TITLE FAILURE: If any lease or interest
subject to this Agreement be lost through failure to develop or because
express or implied covenants have not been performed, or if any lease be
permitted to expire at the end of its primary term and not be renewed or
extended, the loss shall not be considered a failure of title and all such
losses shall be joint losses and shall be borne by all parties in
proportion to their interests, and there shall be readjustment of interests
in the remaining portion of the Unit Area.
3. Interests of Parties
Unless changed by other provisions, all costs and liabilities incurred in
operations under this contract shall be borne and paid proportionally and all
equipment and material acquired in operations on the Unit Area shall be owned by
the parties as their respective interests bear to the entire leasehold. All
production of oil and gas from the Unit Area shall also be owned by the parties
in the same manner subject to all royalties overriding royalties and production
payments in the nature of an overriding royalty.
4. Operator of Unit
Four Star Oil Company shall be the Operator of the Unit Area and shall
conduct and direct and have full control of all operations on the Unit Area as
permitted and required by and within the limits of this Agreement. It shall
conduct all such operations in a good and workmanlike manner, but it shall not
have responsibility for liabilities incurred, except as may result from gross
negligence or from breach of the provisions of this Agreement.
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5. Distribution of Revenue to Participants
The Operator will collect all working interest owners' oil and gas revenue
and deduct there from the cost of operating and maintaining the oil and gas
properties. The remainder will then be distributed to each working interest
owner monthly, proportionate to his working interest ownership in the oil and
gas properties covered by this Agreement, notwithstanding any other provision to
the contrary in this Agreement.
6. Employees
The number of employees and their selection and the hours of labor and the
compensation for services performed shall be determined by the Operator. All
employees shall be the employees of the Operator.
7. Costs and Expenses
Except as herein otherwise specifically provided, Operator shall promptly
pay and discharge all costs and expenses incurred in the development and
operation of the Unit Area, pursuant to this Agreement, and shall charge each of
the parties hereto with their respective proportionate shares upon the cost and
expenses basis provided in the Accounting Procedure attached hereto and marked
Exhibit Two. If any provision in Exhibit Two should be inconsistent with any
provision contained in the body of this Agreement, the provisions in the body of
this Agreement shall prevail.
Operator, at its election, shall have the right from time to time to demand
and receive from the other parties payment in advance of their respective shares
of the estimated amount of costs to be incurred in operations hereunder during
the next succeeding month, which right may be exercised only by submission to
each such party of an itemized statement of such estimated costs, together with
an invoice for its share thereof. Each such statement and invoice for the
payment in advance of estimated costs shall be submitted on or before the 20th
day of the next preceding month. Each party shall pay to Operator its
proportionate share of such estimate within fifteen (15) days after such
estimate and invoice is received. If any party fails to pay its share of said
estimate within this time, the amount due shall bear interest at the rate of ten
percent (10%) per annum until paid. Proper adjustment shall be made monthly
between advances and actual cost to the end that each party shall bear and pay
its proportionate share of actual costs incurred, and no more. Operator has the
right to charge up to a 300% penalty if funds are not paid.
Without the consent of all parties, Operator shall not undertake any single
project reasonably estimated to require an expenditure in excess of Fifteen
Thousand Dollars ($15,000), except in connection with maintaining a lease, the
drilling, reworking, deepening, completing, recompleting, or plugging back of
which has been previously authorized by or pursuant to this Agreement; provided,
however, that in case of explosion, fire, flood, or other sudden emergency,
whether of the same or different nature, Operator may take such steps and incur
such expenses as in its emergency to safeguard life or property, but Operator,
as promptly as possible, shall report the emergency to the other parties.
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8. Operator's Lien
Operator is given a first and preferred lien on the interest of each party
covered by this contract, and on each party's interest in oil and gas produced
and the proceeds thereof, and upon each party's interest in material and
equipment, to secure the payment of all sums due from each such party to
Operator.
In the event any party fails to pay any amount owing by it to Operator as
its share of such costs and expenses or such advance estimate, Operator shall,
as promptly as possible, report the emergency to the other parties.
If all parties hereto cannot mutually agree upon the drilling, reworking,
deepening or redrilling of any well or wells covered by this Agreement and
jointly owned by all of the parties, any party or parties wishing to drill,
rework, redrill, or deepen such a well or wells may give the other parties
written notice of the proposed operations specifying the work to be performed,
proposed depth, objective formation and the estimated cost of the operation. The
parties receiving such a notice shall have ten (10) days after receipt of the
notice within which to notify the parties wishing to do the work whether they
elect to participate in the cost of the proposed operation. Failure of a party
receiving such a notice to so reply to it within the period above fixed shall
constitute an election by that party not to participate in the cost of the
proposed operations.
The entire cost and risk of conducting such operations shall be borne by
the parties electing to participate in the proposed operation, such parties
hereinafter referred to as "consenting parties" in the proportion that their
respective interests bear to the total interest of all consenting parties.
Consenting parties shall keep the leasehold estate involved in such operations
free and clear of all liens and encumbrances of every kind created by or arising
from the operations of the consenting parties. If such an operation results in a
dry hole, the consenting parties shall plug and abandon the well at their sole
cost, risk and expense. If any well drilled, reworked, deepened or redrilled
under the provisions of this section results in a producer of oil and/or gas in
paying quantities, the consenting parties shall complete and equip the well to
produce at their sole cost and risk, and the well shall then be turned over to
the Operator and shall be operated by it at the expense and for the account of
the consenting parties. Upon commencement of operations for the drilling,
reworking, deepening, or redrilling of any such well by consenting parties in
accordance with the provisions of this section, each non-consenting party shall
be deemed to have relinquished to consenting parties, and the consenting parties
shall own and be entitled to receive, in proportion to their respective
interest, all of such non-consenting party's interest in the well, its leasehold
operating rights and share of production therefrom until the proceeds or market
value thereof (after deducting production taxes, royalty, overriding royalty and
other interests payable out of or measured by the production from such well
accruing with respect to such interest until it reverts) shall equal the total
of the following:
A. 500 percent of each non-consenting party's share of newly acquired
surface equipment beyond the wellhead connections (including, but not
limited to, stock tanks, separators, treaters, pumping equipment and
piping), plus 300 percent of each such non-consenting party's share of the
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cost of operation of the well commencing with first production and
continuing until each such non-consenting party's relinquished interest
shall revert to it under other provisions of this section. It being agreed
that each non-consenting party's share of which would have been chargeable
to each non-consenting party had it participated in the well from the
beginning of the operation; and
B. 500 percent of that portion of the costs and expenses of drilling,
reworking, deepening or redrilling, testing and completing, and 500 percent
of that portion of the cost of newly acquired equipment in the well (to and
including the well-head-connections) which would have been chargeable to
such non-consenting party if it had participated therein.
In the case of any reworking, plugging back, or deeper drilling
operation, the consenting parties shall be permitted to use, free of cost,
all casing, tubing and other equipment in the well; but the ownership of
all such equipment shall remain unchanged and upon abandonment of a well
after such reworking, plugging back or deeper drilling, the consenting
parties shall account for all such equipment to the owners thereof, with
each party receiving its proportionate part in kind or in value.
If and when the consenting parties recover from a non-consenting
party's relinquished interest the amount provided for above, the
relinquished interest of such non-consenting party shall automatically
revert to it, and from and after such reversion, such non-consenting party
shall own the same interest in such well, the operating rights and working
interest therein, the material and equipment in or pertaining thereto, and
the production therefrom as such non-consenting party would have owned had
it participated in the drilling, reworking, deepening or redrilling of said
well. Thereafter, such non-consenting party shall be charged with and shall
pay its proportionate part of the further costs of the operation of said
well in accordance with the terms of this Agreement and the accounting
procedure schedule, Exhibit Two, attached hereto.
9. Right to Take Production In Kind
Each party shall take in kind or separately dispose of its proportionate
share of all oil and gas produced from the Unit Area, exclusive of production,
which may be used in developing, and production operations unavoidably lost.
Each party shall pay or deliver, or cause to be paid or delivered, all
royalties, overriding royalties, or other payments due on its share of such
production, and shall hold the other parties free from any liability therefrom.
Any extra expenditure incurred in the taking in kind or separate disposition by
any party of its proportionate share of the production shall be borne by such
party.
Each party shall execute all division orders and contracts of sale
pertaining to its interest in production from the Unit Area, and agrees that
Operator shall receive all production proceeds and disburse proceeds to
participants monthly. Operator is authorized to deduct expenses and charges as
authorized in this Agreement from such proceeds and send the remaining amount to
participants.
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In the event any party shall fail to make the arrangements necessary to
take in kind or separately dispose of its proportionate share of the oil and gas
produced from the Unit Area, Operator shall have the right, but not the
obligation, to purchase such oil and gas or sell it to others for the time
being, at not less than the market price prevailing in the area, which shall in
no event be less than the price which Operator receives for its portion of the
oil and gas produced in the Unit Area. Any such purchase or sale by Operator
shall be subject always to the right of the owner of the production to exercise
at any time its right to take in kind, or separately dispose of, its share of
all oil and gas not previously delivered to a purchaser.
Notwithstanding the foregoing, Operator shall not make a sale into
interstate commerce of any other party's share of gas production without first
giving such other party thirty (30) days' notice of such intended sale.
10. Access to Unit Area
Each party shall have access to Unit Area at all reasonable times, at its
sole risk, to inspect or observe operations, and shall have access at reasonable
times to information pertaining to the development or operation thereof, not
including Operator's books and records relating thereto. Operator shall, upon
request, furnish each of the logs, tank tables, daily gauges and run tickets,
and reports of stock on hand at the first of each month, and shall make
available samples of any cores or cuttings taken from any well drilled on the
Unit Area.
11. Abandonment of Wells
No well subject to and the basis of this Agreement which has been completed
as a producer shall be plugged and abandoned without the consent of all parties
provided, however, if all parties do not agree to the abandonment of any well,
those wishing to continue its operation shall tender to each of the other
parties its proportionate share of the value of the well's salvageable material
and equipment, determined in accordance with the provisions of Exhibit Two less
the estimated cost of salvaging and the estimated cost of plugging and
abandoning. Each abandoning party shall then assign to the non-abandoning
parties without warranty, express or implied, as to title or as to quantity,
quality, or fitness for use of the equipment, together with its interest in the
leasehold estate as to, but only as to, the interval or intervals of the
formation or formations then open to production. The assignments so limited
shall encompass the "drilling unit" upon which that well is located. The
payments by, and the assignments to, the assignees shall be made in accordance
with their respective percentages of participation in the Unit Area of all
assignees. There shall be no readjustment of interest in the remaining portion
of the Unit Area.
After the assignment, the assignors shall have no further responsibility,
liability, or interest in the operation of or production from that well in the
interval or intervals then open. Upon request of the assignees, Operator shall
continue to operate the assigned well for the account of the non-abandoning
parties at the rates and charges contemplated by this Agreement, plus any
additional cost and charges which may arise as the result of the separate
ownership of the assigned well.
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12. Delay Rentals and Shut-In Well Payments
Operator shall pay all delay rentals and shut-in well payments which may be
required under the terms of leases covering any of the tracts described in
Exhibit One and submit evidence of such payment to the other parties at their
request. The amount of such payment shall be charged by Operator to the joint
account of the parties and treated in all respects the same as costs incurred in
the development and operation of the Unit Area. Operator shall diligently
attempt to make proper payment but shall not be held liable to the other parties
in damages for the loss of any lease or interest therein and there shall be no
readjustment of interests in the remaining portion of the Unit Area. If any
party secures a new lease covering the terminated interest, such acquisition
shall be subject to the provisions of Paragraph 17 of this Agreement.
13. Resignation of Operator
Operator may resign from its duties and obligations as Operator at any time
upon written notice of not less than 60 days given to all other parties. In this
case, all parties to this contract shall select by majority vote in interest,
not in numbers, a new Operator who shall assume the responsibilities and duties,
and have the rights, prescribed for Operator by this Agreement. The retiring
Operator shall deliver to its successor all records and information necessary to
the discharge by the new Operator of its duties and obligations.
14. Maintenance of Unit Ownership
For the purpose of maintaining uniformity of ownership on the oil and gas
leasehold interests covered by this contract, and notwithstanding any other
provisions to the contrary, no party shall sell, encumber, transfer or make
other disposition of its interest in the leases embraced within the Unit Area
and in wells, equipment and production unless such disposition is made expressly
subject to this Agreement, and shall be made only with prejudice to the rights
of the other parties, and the consent of Operator.
If at any time the interest of any party is divided among and owned by four
or more co-owners, Operator may, at its discretion, require such co-owners to
appoint a single trustee or agent with full authority to receive notices,
approve expenditures, receive billings for and approve and pay such party's
share of the joint expenses, and to deal generally with, and with power to bind,
the co-owners of such party's interest within the scope of the operations
embraced in this contract; however, all such co-owners shall enter into and
execute all contracts or agreements for the disposition of their respective
shares of the oil and gas produced from the Unit Area, and they shall have the
right to receive, separately, payment of the sale proceeds thereof.
15. Liability of Parties
The liability of the parties shall be several, not joint or collective.
Each party shall be responsible only for its obligations, and shall be liable
only for its proportionate share of the costs of developing and operating the
Unit Area. Accordingly, the lien granted by each party to Operator herein is
given to secure only the debts of each severally. It is not the intention of the
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parties to create, nor shall this Agreement be construed as creating or
constructing a mining or other partnership or association or to render them
liable as partners.
16. Renewal or Extension of Lease
If any party secures a renewal of any oil and gas lease subject to this
contract, each and all of the other parties shall be notified promptly and shall
have the right to participate in the ownership of the renewal lease by paying to
the party who acquired it, within thirty (30) days after receipt of such
notification, their several proper proportionate share of the acquisition costs,
which shall be in proportion to the interests held at that time by the parties
in the Unit Area. Failure of any party to timely pay its proportionate share of
such acquisition cost shall be deemed an election not to participate.
If some, but less than all, of the parties elect to participate in the
purchase of a renewal lease, it shall be owned by the parties who elect to
participate therein, in a ratio based upon the relationship of their respective
percentage of participation in the purchase of such renewal lease. Any renewal
lease in which less than all the parties elect to participate shall not be
subject to this Agreement.
Each party who participates in the purchase of a renewal lease shall be
given an assignment of its proportionate interest therein by the acquiring
party.
The provisions of this section shall apply to renewal leases whether they
are for the entire interest covered by the expiring lease or cover only a
portion of its area or an interest therein. Any renewal lease taken before the
expiration of its predecessor lease, or taken or contracted for within six (6)
months after the expiration of the existing lease, shall not be deemed a renewal
lease and shall not be subject to the provisions of this section.
The provisions in this section shall apply also and in like manner to
extensions of oil and gas leases.
17. Surrender of Leases
The leases covered by this Agreement, insofar as they embrace acreage in
the Unit Area, shall not be surrendered in whole or in part unless all parties
consent.
However, should any party desire to surrender its interest in any lease or
in any portion thereof, and other parties not agree or consent, the party
desiring to surrender shall assign without express or implied warranty of title,
all of its interest in such lease, or portion thereof, and any well, material
and equipment which may be located thereon and any rights in production
thereafter secured, to the parties not desiring to surrender it. Upon such
assignment, the assigning party shall be relieved from all obligations
thereafter accruing, but not theretofore accrued, with respect to the acreage
assigned and the operations of any well thereon, and the assigning party shall
have no further interest in the lease assigned and its equipment and production.
The parties assignee shall pay to the party assignor the reasonable salvage
value of the latter's interest in any wells and equipment on the assigned
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acreage, determined in accordance with the provisions of Exhibit B, less
estimated cost of salvaging and the estimated cost of plugging and abandoning.
If the assignment is in favor of more than one party, the assigned interest
shall be shared by the parties assignee in the proportions that the interest of
each bears to the interest of all parties assignee.
Any assignment or surrender made under this provision shall not reduce or
change the assignor's or surrendering parties' interest, as it was immediately
before the assignment, in the balance of the Unit Area and the acreage assigned
or surrendered, and subsequent operations thereof, shall not thereafter be
subject to the terms and provisions of this Agreement.
18. Provision Concerning Taxation
The liabilities of the parties hereto shall be several and not joint or
collective, and each party shall be responsible for its proportionate share of
the costs and liabilities incurred as provided hereunder. It is not the purpose
or intention of the Agreement to create for state law any partnership or
association, and neither this Agreement nor the operations hereunder shall be
construed or considered as creating any such relationship. Furthermore, the
parties hereto acknowledge and represent that it is not their intention to
create a Partnership for federal and state income tax purposes, and each party
agrees to elect to be excluded from the application of Subchapter K of Chapter 1
of Subtitle A of the Internal Revenue Code of 1954, as amended (the Code), or
any similar provisions contained in applicable statutes of the various states of
the United States.
Operator shall render to each party an annual working interest statement
and accompanying 1099-Misc. Form, and each party is then liable for preparation
of necessary tax forms to the Internal Revenue Service.
Operator shall render for ad valorem taxation all property subject to this
Agreement, which by law should be rendered for such taxes, and it shall pay all
such taxes assessed thereon before they become delinquent. Operator shall bill
all other parties for their proportionate share of all tax payments in the
manner provided in Exhibit Two.
If any tax assessment is considered unreasonable by Operator, it may at its
discretion protest such valuation within the time and manner prescribed by law
and prosecute the protest to a final determination, unless all parties agree to
abandon the protest prior to final determination. When any such protested
valuation shall have been finally determined, Operator shall pay the assessment
for the joint account, together with interest and penalty accrued, and the total
costs shall then be assessed against the parties, and be paid by them, as
provided in Exhibit B.
19. Insurance
At all times while operations are conducted hereunder, Operator shall
comply with the applicable Workmen's Compensation Law of the State where the
operations are being conducted. Operator shall require all the contractors
engaged in work on or for the Unit Area to comply with Workmen's Compensation
Law of the State where the operations are being conducted and to maintain such
other insurance as operations may require.
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20. Claim and Lawsuits
If any party to this contract is sued on an alleged cause of action arising
out of operations on the Unit Area, or on an alleged cause of action involving
title to any lease or oil and gas interest subject to this contract, it shall
promptly give written notices of the suit to the Operator.
The defense of lawsuits can be under the general direction of a committee
of lawyers representing the parties, with Operator's attorney as Chairman. Suits
may be settled during litigations only with the joint consent of all the
parties. All expenses incurred in the defense of suits, together with the amount
paid to discharge any final judgment shall be considered costs of operation and
shall be charged to and paid by all parties in proportion to their then interest
in the Unit Area, or can be handled by the Operator's legal counsel on the
behalf of all parties.
Damage claims caused by and arising out of operation on the Unit Area,
conducted for the joint account of all parties shall be handled by Operator and
its attorneys, the settlement of claims of this kind shall be within the
discretion of Operator so long as the amount paid in settlement of any one claim
does not exceed Fifty Thousand Dollars ($100,000) and, if settled, the sums paid
in settlement shall be charged as expense to and be paid by all parties in
proportion to their interests in the Unit Area.
21. Force Majeure
If any party is rendered unable, wholly or in part, by force majeure, to
carry out its obligations under this Agreement other than the obligation to make
money payments, that party shall give to all other parties prompt written notice
of the force majeure with reasonably full particulars concerning it; thereupon
the obligations of the party giving the notice, so far as they are affected by
the force majeure, shall be suspended during, but no longer than the continuance
of the force majeure. The affected party shall use all possible diligence to
remove the force majeure as quickly as possible.
The requirement that any force majeure shall be remedied with all
reasonable dispatch shall not require the settlement of strikes, lockouts, or
other labor difficulty by the party involved contrary to its wishes; how all
such difficulties shall be handled shall be entirely within the discretion of
the party concerned.
The term "force majeure" as here employed shall mean an act of God, strike,
lockout or other industrial disturbance, act of the public enemy, war blockage,
public riot, lightening, fire, storm, flood, explosion, governmental restraint,
unavailability of equipment, and any other cause, whether of the kind
specifically enumerated above or otherwise, which is not reasonably within the
control of the party claiming suspension.
22. Notices
All notices authorized or required between the parties and required by any
of the provisions of this Agreement shall, unless otherwise specifically
provided, be given in writing by United States mail or Western Union Telegram,
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with postage or charges prepaid, and addressed to the party whom the notice is
given at the addresses listed opposite their signature below. The originating
notice to be given under any provisions hereof shall be deemed given only when
received by the party to whom such notice is directed, and the time for such
party to give any response thereto shall run from the date the originating
notice is received.
The second or any responsive notice shall be deemed given when deposited in
the United States mail or with the Western Union Telegram Company, with postage
or charges prepaid. Each party shall have the right to change its address as any
time and from time to time by giving written notice thereof to all other
parties.
This Agreement may be signed in counterpart, and shall be binding upon the
parties and upon their heirs, successors, representatives, and assigns.
OPERATOR: Four Star Oil Company
By: /s/ Mario Lanza
-----------------------------------
Name: Mario Lanza
Title: President
NON-OPERATORS:
By: /s/ Robert M. Gelfand
-----------------------------------
Name: Robert M. Gelfand, President
American Oil & Gas, Inc.
Address: 400-601 West Broadway
Vancouver, BC V5Z 4C2
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EXHIBIT "B"
ACCOUNTING PROCEDURE
(Unit and Joint Lease Operations)
I. GENERAL PROVISIONS
A. Definitions: "Joint Property" as herein used shall be construed to mean the
subject area covered by the Agreement to which this "Accounting Procedure" is
attached.
"Operator" as herein used shall be construed to mean the party designated
to conduct the development and operation of the subject area for the joint
account of the parties hereto.
"Non-operator" as herein used shall be construed to mean any one or more of
the non-operating parties.
B. Accounting to Non-Operator: Operator will collect all working interest
owners' oil and gas revenues and deduct therefrom the cost of operating and
maintaining the oil and gas properties. The remainder will then be distributed
monthly to each working interest owner proportionate to his working interest
ownership on the oil and gas properties covered by this Agreement.
C. Adjustments: Payment of any such bills shall not prejudice the right of
non-operator to protest or question the correctness thereof. All statements
rendered to non-operator by Operator during any calendar year within twelve (12)
month period following the end of each such calendar year, provided, however,
that non-operator must take written exception to and make claim upon the
Operator for adjustment. Failure on the part of non-operator to make claims on
Operator for adjustment within such period shall establish the correctness of
claims for adjustment thereon.
D. Audits: A non-operator upon notice in writing to Operator and all other
non-operators, shall have the right to audit Operator's accounts and records
relating to the accounting hereunder for any calendar year within the twelve
(12) month period following the end of such calendar year; provided, however,
that non-operator must take written exception to and make claim upon the
Operator for all discrepancies disclosed by said audit within said twelve (12)
month period. Where there are two or more non-operators, the non-operators shall
make every reasonable effort to conduct joint or simultaneous audits in a manner
that will result in a minimum of inconvenience to Operator.
II. DEVELOPMENT AND OPERATING CHARGES
Subject to limitations hereinafter prescribed, Operator shall charge the joint
account with the following items:
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A. Rental and Royalties: Delay or other rentals, when such rentals are paid by
Operator for the joint account, royalties, when not paid directly to royalty
owners by the purchaser of the oil, gas, casinghead gas, or other products.
B. Service: Outside Services -- The cost, of contract services and utilities
procured from outside sources.
C. Damages and Losses to Joint Property and Equipment: All costs or expenses
necessary to replace or repair damages or losses incurred by fire, flood, storm,
theft, accident, or any other causes not controlled by Operator through the
exercise of reasonable diligence. Operator shall furnish non-operator written
notice of damages or losses incurred as soon as practicable after report of the
same has been received by Operator.
D. Litigation Expenses: All costs and expenses of litigation or legal services
otherwise necessary or expedient for the protection of the joint interest,
including attorney's fees and expenses hereinafter provided, together with all
judgment obtained against the parties or any of them on account of the joint
operations under this Agreement, and actual expenses incurred by any party or
parties hereto in securing evidence for the purpose of defending against any
action or claim prosecuted or urged against the joint account or the subject
matter of this Agreement.
1. If a majority of the interests hereunder shall so agree, actions or
claims affecting the joint interests hereunder may be handled by the
attorney of one or more of the parties hereto; and a charge commensurate
with cost of providing and furnishing such services rendered may be made
against the joint account; but no such charge shall be made until approved
by the Operator's attorneys.
2. Fees and expenses of attorneys other than Operator's attorneys shall not
be charged to the joint account unless authorized by the majority of the
interests hereunder.
E. Taxes: All taxes of every kind and nature assessed or levied upon or in
connection with the properties which are the subject of this Agreement, the
production therefrom or the operation thereof, and which taxes have been paid by
the Operator for the benefit of the parties hereto.
F. Insurance and Claims
1. Premiums paid for insurance required to be carried for the benefit of
the joint account, together with all expenditures incurred and paid in
settlement of any and all losses, claims, damages, judgments and other
expenses, including legal services, not recovered from insurance carrier.
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2. If no insurance is required to be carried, all actual expenditures
incurred and paid by the Operator in settlement of any and all losses,
claims, damages, judgments or any other expenses, including legal
services, shall be charged to the joint account.
G. Operating and Administrative: Operator shall have the right to assess against
the joint party covered thereby $450 per month per well for administrative
overhead and related costs. Pumper charge will be limited to $____ per month in
addition to the above administrative fee. In addition, participants and Operator
will pay their proportionate share of lease and well operation costs. All costs
attributable to participants will be deducted from revenue due them. These costs
are subject to escalation, based on the U.S. Consumer Price Index.
1. There will be no charges until the note is paid out.
2. Supervision of rework will be usual day rates of $____ per day, plus
expenses, charged to well expenses.
3. Mileage will be charged at ___ cents per mile.
4. Additional title or division order fees will be charged to the well as
$____ per day, expenses, and mileage.
5. Telephone charges will be made to the Lease.
6. Overhead charges for producing wells shall begin on the date the well
operations are taken over by the operator and terminate when it is plugged.
7. In connection with overhead charges, the status of wells shall be as
follows:
a. Injection wells for recovery operations, such as for repressure of
water flood, shall be included in the overhead schedule the same as
producing wells.
b. Water supply wells utilized for water flooding operations shall be
included in the overhead schedule the same as producing oil wells.
c. Producing gas wells shall be included in the overhead schedule the
same as producing oil wells.
d. Wells permanently shut down but on which plugging operations are
deferred shall be dropped from the overhead schedule at the time the
shut-down is effected. When such wells are plugged, overhead will be
charged at the producing well rate during the time required for the
plugging operation.
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e. Wells being plugged back, drilled deeper, or converted to a source
or input well shall be included in the overhead schedule the same as
drilling wells.
f. Temporarily shut down wells (other than by governmental regulatory
body) which are not produced or worked upon for a period of a full
calendar month shall not be included in the overhead schedule;
however, wells shut in by governmental authority shall be included in
the overhead schedule only in the event the allowable production is
transferred to other wells on the same property. In the event of a
unit allowable, all wells capable of producing will be counted in
determining the overhead charge.
g. Wells completed in dual or multiple horizons shall be considered as
one well in the producing overhead schedule.
h. Lease salt water disposal wells shall not be included in the
overhead schedule unless such wells are used as a secondary recovery
program on the joint property.
7. The above overhead schedule for producing wells shall be applied to the
total number of wells operated under the Operating Agreement to which this
accounting procedure is attached, irrespective of individual lease.
8. It is specifically understood that the above overhead rates apply only
to drilling and producing operations and are not intended to cover the
construction or operation of additional facilities such as, but not limited
to, gasoline plants, compressor plants, repressuring projects, salt water
disposal facilities, and similar installations. if any or all of these
become necessary to the operation, a separate agreement will be reached
relative to an overhead charge, if any.
9. The above specific overhead rates may be amended from time to time by
agreement between Operator and non-operator if, in practice, they are found
to be insufficient or excessive.
H. Other Expenditures: Any expenditure, other than expenditures which are
covered and dealt with by the foregoing provisions of this Section II, incurred
by the Operator for the necessary and proper development, maintenance and
operation of the joint property.
III. BASIS OF CHARGES TO JOINT ACCOUNT
Purchases: Material and equipment purchases and service procured shall be
charged at the prices paid by Operator after deduction of all discount actually
received.
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Exhibit 23.2
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
To Whom It May Concern:
The firm of George Stewart, Certified Public Accountant consents to the
inclusion of our report on the Financial Statements of American Oil & Gas Inc.
as of January 31, 2012, in any filings that are necessary now or in the near
future with the U. S. Securities and Exchange Commission.
Very Truly Yours,
/s/ George Stewart
----------------------------------
George Stewart, CPA
March 8, 2012