United American Petroleum (UAPC) Inactive 10-Q/A16 Oct 142014 Q2 Quarterly report (amended)Financial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2014
Document And Entity Information	'
Entity Registrant Name	'United American Petroleum Corp.
Entity Central Index Key	'0001321516
Document Type	'10-Q
Document Period End Date	30-Jun-14
Amendment Flag	'false
Current Fiscal Year End Date	'--12-31
Is Entity a Well-known Seasoned Issuer?	'No
Is Entity a Voluntary Filer?	'No
Is Entity's Reporting Status Current?	'No
Entity Filer Category	'Smaller Reporting Company
Entity Common Stock, Shares Outstanding	117,480,955
Document Fiscal Period Focus	'Q2
Document Fiscal Year Focus	'2014

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Cash	$349,147	$557,298
Accounts receivable, net of allowance for uncollectible accounts	67,656	119,052
Related party receivables	97,493	99,536
Total current assets	514,296	775,886
Evaluated, net of accumulated depletion of $282,156 and $236,614 as of June 30, 2014 and December 31, 2013, respectively	481,943	1,139,435
TOTAL ASSETS	996,239	1,915,321
Accounts payable and accrued liabilities	647,112	1,150,116
Convertible note payable, net of debt discount of $0 and $26,758 as of June 30, 2014 and December 31, 2013, respectively	111,336	131,027
Embedded derivative liability	107,537	139,508
Deferred gain on sale of assets	7,500	17,500
Other payable	576,478	582,278
Total current liabilities	1,449,963	2,020,429
Asset retirement obligation	115,786	112,727
TOTAL LIABILITIES	1,565,749	2,133,156
Preferred Stock, Series B, $0.001 par value, 1,000 shares authorized, 1,000 shares issued and 1,000 share outstanding and no shares issued and outstanding, respectively	1	1
Common stock, $0.001 par value, 750,000,000 shares authorized, 117,480,955 shares issued and outstanding as of June 30, 2014 and 86,875,192 shares issued and outstanding at December31, 2013	117,481	86,876
Additional paid-in capital	8,378,816	8,301,499
Accumulated deficit	-9,065,808	-8,606,211
Total stockholders' deficit	-569,510	-217,835
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$996,239	$1,915,321

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Accumulated depletion of evaluted oil and gas properties	$282,156	$236,614
Debt discount	$0	$26,758
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock par value	$0.00	$0.00
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	117,480,955	86,875,192
Common stock, shares outstanding	117,480,955	86,875,192

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
REVENUE	'	'	'	'
Oil and Gas sales	$171,022	$238,165	$305,282	$368,511
Operator Income	2,175	10,150	5,100	16,200
TOTAL REVENUE	173,197	248,315	310,382	384,711
OPERATING EXPENSES	'	'	'	'
Lease operating expenses	113,878	196,951	253,136	272,412
Bad debt expense	'	'	12,660	'
Accretion expense	3,000	1,000	6,186	2,000
Depletion expense	25,655	55,889	45,542	74,253
General and administrative	145,078	103,043	399,312	267,548
TOTAL OPERATING EXPENSES	287,611	356,883	716,836	616,213
NET LOSS BEFORE OTHER EXPENSE	-114,414	-108,568	-406,454	-231,502
OTHER INCOME (EXPENSE)	'	'	'	'
Interest (expense) income	-74,804	-63,688	-179,540	-80,940
Gain on embedded derivatives	40,661	42,382	126,397	66,902
Penalty on convertible note	102,810	'	'	'
Total other income (expense)	68,667	-21,306	-53,143	-14,038
NET LOSS	($45,747)	($129,874)	($459,597)	($245,540)
LOSS PER SHARE - BASIC AND DILUTED	$0	$0	$0	$0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	100,147,625	50,339,543	98,401,988	50,339,543

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (USD $)	6 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (USD $)	Jun. 30, 2014	Jun. 30, 2013
Statement of Cash Flows [Abstract]	'	'
Net income (loss)	($459,597)	($245,540)
Adjustments to reconcile net loss to net cash provided used in operating activities:	'	'
Bad debt expense	12,660	'
Accretion expense	6,186	2,000
Penalty on convertible note	'	51,750
Depletion expense	45,542	74,253
Amortization of debt discount	179,540	22,603
(Gain) loss on embedded derivatives	-126,397	-66,902
Reduction in full cost pool due to operator income from owned wells	105,297	'
Change in assets and liabilities	'	'
Accounts receivable	38,736	-207,795
Related party receivable	2,043	-10,575
Accounts payable and accrued expenses	-406,361	113,172
Other payable	-5,800	131,205
Net cash used in operating activities	-608,151	-135,829
CASH FLOWS USED IN INVESTING ACTIVITIES:	'	'
Acquisition of oil and gas properties	'	-19,645
Proceeds from sale of oil and gas properties	400,000	'
Net cash provided by investing activities	400,000	-19,645
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from convertible notes	'	213,500
Net cash provided by financing activities	'	213,500
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	-208,151	58,026
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	557,298	572,784
CASH AND CASH EQUIVALENTS - END OF PERIOD	349,147	630,810
Cash paid during the period for:	'	'
Interest	'	'
Taxes	'	'
NON CASH TRANSACTIONS:	'	'
Revision of ARO liability estimates	3,127	'
Discount from liabilities	152,808	55,000
Conversion of principal and interest to common shares	53,550	'
Settlement of derivative liability	'	'
Reclassification of derivative liability	58,384	197,821
Settlement of legal expenses through exchange of property	$93,525	'

Nature_of_Operations_and_Basis

Nature of Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
Nature of Operations and Basis of Presentation	'
		1	Nature of Operations and Basis of Presentation

	Nature of Operations
	United American Petroleum Corp. (“United” or the “Company”) is incorporated under the laws of the state of Nevada. United’s principal business is the acquisition and management of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases.

	Basis of Presentation
	These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim consolidated financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. The principles for interim consolidated financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements on Form 10-K for the year ended December 31, 2013. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the condensed results for the interim periods. Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. We made certain reclassifications to prior-period amounts to conform to the current presentation.

Going_Concern

Going Concern	6 Months Ended
	Jun. 30, 2014
Going Concern	'
Going Concern	'
		2	Going Concern

	The Company has incurred a net loss and negative operating cash flows since inception through June 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management is implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Related_Party_Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2014
Related Party Transactions [Abstract]	'
Related Party Transactions	'
		3	Related Party Transactions

	As of June 30, 2014, the Company had a related party receivable in the amount of $97,493 due from a company with working interest amounts payable. This represents a $2,043 decrease from an amount of $99,536 as of December 31, 2013. Our directors are also officers in this company.

Convertible_Notes_and_Detached

Convertible Notes and Detached Warrants	6 Months Ended
	Jun. 30, 2014
Convertible Notes And Detached Warrants	'
Convertible Notes Payable and Detached Warrants	'
		4	Convertible Notes and Detached Warrants

	Convertible Promissory Note – January 31, 2013
	On January 31, 2013, we entered into a convertible promissory note (“Note”) with JMJ Financial (“JMJ”) pursuant to which JMJ agreed to lend the Company up to $400,000 in multiple installments in exchange for a senior secured
	convertible promissory note with a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. The first installment of $55,000 was delivered less a fee of $5,000 on the date of the Note. The second installment of $25,000 was delivered in April 2013. The Note matures on January 31, 2014, or upon default, whichever is earlier, and bears interest at an annual rate of 12%. As described in Note 5, the embedded conversion feature qualified for liability classification at fair value. As a result, the Company recorded a discount of $55,000 to the Note payable on issuance of the first installment. The Company also recorded a discount of $25,000 to the Note payable on issuance of the second installment. As of June 30, 2014, there was $14,783 in outstanding principal and $18,333 in outstanding original interest discount (OID) on this Note.

	On January 7, 2014, JMJ exercised a portion of the conversion rights of the note for 2,800,000 shares of common respectively at a stock price of $0.0011 for a total of $6,380 principal converted. Later in January 2014, JMJ submitted another conversion request under its Note; however, the Company was unable to comply with this request due to insufficient authorized shares of common stock. The lack of authorized shares constituted a default pursuant to the Note. The Company promptly notified JMJ of its inability to honor the conversion request. Subsequently, the Company amended its Articles of Incorporation to increase the authorized common shares of the Company to 750,000,000 shares, effective June 3, 2014. JMJ has not expressed an intention to assert the remedies set forth in the Note at this time.

	On June 9, 2014, JMJ exercised a portion of the conversion rights of the note for 3,000,000 shares of common respectively at a stock price of $0.0011 for a total of $3,300 principal converted.

	On June 27, 2014, JMJ exercised a portion of the conversion rights of the note for 4,600,000 shares of common respectively at a stock price of $0.00115 for a total of $5,290 principal converted.

	Convertible Note – February 19, 2013

	On February 19, 2013, we entered into a Note with Asher Enterprises, Inc. (“Asher”) pursuant to which Asher lent $103,500 to us in a single installment (minus fees of $3,500). Principal and interest outstanding under the Note can be converted into common stock of the Company at a price equal to 60% of the average lowest trading price per share during the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, was not priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

	On January 2, 2014, Asher exercised a portion of the conversion rights of the note for 2,235,294 shares of common respectively at a stock price of $0.0017, for a total of $3,800 accrued interest converted.

	As of December 31, 2013, the principal on this note had been fully converted. Upon conversion of the final accrued interest of $3,800 in the first quarter of 2014 described above, the obligations relating to the note were fully satisfied.

	Convertible Note – April 22, 2013

	On April 22, 2013, we entered into another Note with Asher pursuant to which Asher lent $63,000 (minus fees of $3,000) to us in a single installment with a conversion price equal to 60% of the average lowest trading price per share during 5 of the previous 10 trading days.
	On January 7, 2014, Asher converted $5,240 of principal of the Note into 2,757,895 shares of common stock. On January 13, 2014, Asher converted $4,950 of principal of the Note into 2,750,000 shares of common stock.

	On June 4, 2014, Asher converted $4,690 of principal of the Note into 2,758,824 shares of common stock.

	On June 16, 2014, Asher converted $12,150 of principal of the Note into 4,860,000 shares of common stock.

	On June 24, 2014, Asher converted $7,750 of principal of the Note into 4,843,750 shares of common stock.

	On September 23, 2013, Asher lent us an additional $50,000 in a single installment (minus fees of $3,000) under the same terms as the previous installment made April 22, 2013.

	As of June 30, 2014, there was $106,593 in outstanding principal and interest on these Notes.

	In January 2014, Asher submitted a conversion request under one of its Notes; however, the Company did not have sufficient shares of authorized common stock to honor the conversion request. Asher issued us a notice of default; however, Asher immediately waived the default provided that we began the process to increase our number of authorized shares. Asher later reissued the notice of default to us due to our delay in commencing the increase process. Therefore, we have recognized a liability and a loss of $102,810 as of June 30, 2014, which represents the additional amount due under the Notes in the event of default. Subsequently, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock of the Company to 750,000,000, effective June 3, 2014. We have received confirmation from Asher’s legal counsel that the penalty was waived, and as such we de-recognized the penalty liability as of June 30, 2014.

Fair_Value_Measurements_and_De

Fair Value Measurements and Derivative Liabilities

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements and Derivative Liabilities

The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Total

Level 1

Level 2

Level 3

LIABILITIES:

Conversion option liability

—

107,085

During 2013, the Company issued debt instruments that were convertible into common stock at a conversion price equal to 60% of the lowest trading price per share during the previous 25 trading days. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities. As a result, the Company measured its outstanding warrants on June 30, 2014 at fair value and re-classified these amounts from additional paid-in capital to derivative liabilities.

The following is a reconciliation of the conversion option liability and embedded warrant liability for which Level 3 inputs were used in determining fair value:

Beginning balance December 31, 2013

139,508

Additions due to new convertible debt

152,810

Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable

(58,384

)

Mark to market of debt derivative

(126,397

)

Debt derivative as of June 30, 2014

107,537

The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The Company uses the Black Scholes Option Pricing Model to value its derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 155%-248%, risk free rate of 0.01-0.07% and an expected term of 0 years to 2.6 years.

Commitments_and_Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Commitments and Contingencies	'
		6	Commitments and Contingencies

	Legal matters

	In April 2014, we settled a judgment that had been rendered against the Company in the amount of $19,856 plus attorneys’ fees of $73,669. We settled this judgment by assigning our interest in the Walker Smith lease and having the other working interest owners assign their interest in the lease as well.

Recent_Events

Recent Events	6 Months Ended
Recent Events	Jun. 30, 2014
Notes to Financial Statements	'
Recent Events	'

	7. Recent Events

	On February 26, 2014, the Company completed the sale of a 46% working interest (comprising a 34.5% net revenue interest) in an oil, gas and mineral lease covering 430 acres in Duval County, Texas, to RTO Exploration, LLC (Buyer) for the purchase price of $400,000. In addition to the purchase price, in 2013 the Buyer paid a $10,000 non-refundable option payment to the Company. The purchase price was the result of negotiations between the Company and the Buyer.

	UAPC's chief executive officer and chief operating officer have performed certain consulting services for the Buyer.

	To account for the sale, we applied the two step process required by the full cost rules. First we calculated the impact of the sale of the working interest on the Company's depletion rate, determining that the resulting change was not significant (less than 10%). Therefore, step two of the process (calculate loss or gain on sale) was not applicable, and we recognized the $410,000 proceeds as a direct reduction to the full cost pool. We also reduced the asset retirement obligation by $3,127 which was the amount attributable to the working interest that was sold.

Subsequent_Events

Subsequent Events	6 Months Ended
	Jun. 30, 2014
Subsequent Events [Abstract]	'
Subsequent Events	'
		8	Subsequent Events

	On July 7, 2014, we assigned our interest in the Crouch, Lane Heady, Shillingburg, Duvalle 1&2 and RP Wilson well leases to DMV Pipeline LLC. We received $50,000 as consideration for the assignment of interest.

Fair_Value_Measurements_and_De1

Fair Value Measurements and Derivative Liabilities (Tables)

6 Months Ended

Jun. 30, 2014

Investments, Debt and Equity Securities [Abstract]

Schedule of consolidated financial assets and liabilities measured at fair value

Total

Level 1

Level 2

Level 3

LIABILITIES:

Conversion option liability

—

107,085

Reconciliation of the conversion option liability and detachable warrant liability for Level 3 inputs

The following is a reconciliation of the conversion option liability and embedded warrant liability for which Level 3 inputs were used in determining fair value:

Beginning balance December 31, 2013

139,508

Additions due to new convertible debt

152,810

Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable

(58,384

)

Mark to market of debt derivative

(126,397

)

Debt derivative as of June 30, 2014

107,537

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	6 Months Ended
Related Party Transactions (Details Narrative) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Related Party Receivable Details Narrative	'	'
Related party receivables	$97,493	$99,536
Increase (Decrease) in related party receivable	($2,043)	'

Convertible_Notes_and_Detached1

Convertible Notes and Detached Warrants (Details Narrative) (USD $)

Jun. 30, 2014

Dec. 31, 2013

Jun. 30, 2014

Jan. 13, 2014

Jan. 07, 2014

Jun. 30, 2014

Jun. 27, 2014

Jun. 09, 2014

Jun. 30, 2014

Jun. 24, 2014

Jun. 16, 2014

Jun. 04, 2014

Sep. 23, 2013

Convertible Note 2/19/2013

Convertible Note 4/22/2013

Credit Facility 1/31/2013

Convertible Note 4/22/2013

Date of issuance

31-Jan-13

Maturity date

31-Jan-14

Interest rate

12.00%

Borrowing capacity

$63,000

$400,000

$50,000

Debt fee

16,500

5,000

Discount on issuance

26,758

3,500

3,000

25,000

3,000

First installment

103,500

55,000

First installment, date

22-Apr-13

Second installment

47,000

25,000

Second installment, date

23-Sep-13

30-Apr-13

Conversion price, percentage of trading price

60.00%

Debt conversion price, number of trading days to compute conversion price

'10 days

'25 days

Embedded conversion option can be exercised, earliest number of days from issuance

'180 days

Debt conversion price, number of days for average price

'10 days

'5 days

Debt conversion, shares issued

2,235,294

2,750,000

2,757,895

4,600,000

3,000,000

2,800,000

4,843,750

4,860,000

2,758,824

Total principal amount converted

3,800

4,950

5,240

5,290

3,300

6,380

7,750

12,150

4,690

Debt conversion price

$0.00

Outstanding principal

111,336

131,027

106,593

14,783

Outstanding Orignal Interest

$18,333

Fair_Value_Details

Fair Value (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Mar. 31, 2014
			Level 3
Conversion Option Liability	$107,537	$139,508	$107,537

Fair_Value_Details_2

Fair Value (Details 2) (USD $)	6 Months Ended
Fair Value (Details 2) (USD $)	Jun. 30, 2014
Fair Value Details 2	'
Conversion option liability and detachable warrant liability, beginning	$139,508
Additions due to new convertible debt	152,810
Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable	-58,384
Mark to market of debt derivative	-126,397
Conversion option liability and detachable warrant liability, ending	$107,537

Fair_Value_Details_3

Fair Value (Details 3)	6 Months Ended	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Mar. 31, 2014
	Jun. 30, 2014	Minimum [Member]	Maximum [Member]
Dividend Yield	0.00%	'	'
Volatility	'	155.00%	248.00%
Risk Free Rate	'	0.01%	0.07%
Expected Term	'	'0 days	'2 years 7 months 6 days

Commitments_and_Contingencies_

Commitments and Contingencies (Details Narrative) (Subsequent Event [Member], USD $)	1 Months Ended
	Apr. 30, 2014
Subsequent Event [Member]	'
Amount of settlement as a result of judgement	$19,856
Attorneys' fees	$73,669

Recent_Events_Details_Narrativ

Recent Events (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
	acre
Recent Events Details Narrative	'
Sale of working capital percentage	46.00%
Sale of working interest consisting of net revenue interest, percent	34.50%
Number of acres in oil, gas and mineral lease	430
Sales price of working interest	$410,000
Non-refundable option payment paid by buyer	10,000
Reduction in Asset Retirement Obligation	$3,127

Subsequent_Events_Details_Narr

Subsequent Events (Details Narrative) (USD $)	Jul. 07, 2014
Subsequent Events Details Narrative	'
Cash received as consideration for assignment of interest in well leases	$50,000