United American Petroleum (UAPC) 10-Q 2015 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:   For the quarterly period ended June 30, 2015  

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from ____to____

Commission File Number: 000-51465

	United American Petroleum Corp.
(Exact name of registrant as specified in its charter)

Nevada		20-1904354
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

	9600 Great Hills Trail, Suite 150W, Austin, TX 78759
(Address of principal executive offices) (Zip Code)
	(512) 852-7888
(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yeso No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).x Yeso No

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesx No

As of June 30, 2015, there were 321,867,909 shares of the issuer’s $0.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

		Page
Item 1.	Financial Statements (Unaudited)	3-5
	Notes to the Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7-11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11
Item 5.	Prior-Period-Adjustment	12
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	13
Item 2.	Certain Relationships and Related Transactions, and Director Independence	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
	Signatures	15

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

United American Petroleum Corp.

 Consolidated Balance Sheets

	June 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	189,308		$	358,156
Accounts receivable, net		27,556			48,392
Related party receivables		6,243			41,513
Total current assets		223,107			448,061
Oil and gas properties (full cost method):
net of accumulated depletion of $299,872 and $282,458 respectively		316,367			418,380
Total assets	$	539,474		$	866,441
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	642,573		$	780,890
Deferred gain on sale of assets		7,500			7,500
Other payable		485,048			499,048
Total current liabilities		1,135,121			1,287,438
Asset retirement obligation		199,362			193,362
Total liabilities		1,334,483			1,480,800
Stockholders’ Deficit
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, 321,867,909 shares issued and 321,867,909 shares outstanding at June 30, 2015 and December 31, 2014		321,868			321,868
Additional paid-in capital		8,506,218			8,506,218
Accumulated deficit		(9,623,096	)		(9,442,446	)
Total stockholders’ deficit		(795,009	)		(614,359	)
Total liabilities and stock holder’s deficit	$	539,474		$	866,441

See accompanying notes to unaudited consolidated financial statements.

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United American Petroleum Corp.

 Consolidated Statements of Operations

(Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended June 30,			Ended June 30,			Ended June 30,			Ended June 30,
	2015			2014			2015			2014
Revenues
Oil and Gas Revenues	$	125,950		$	171,022		$	286,702		$	305,282
Administrative Revenues		2,175			2,175			5,100			5,100
Revenues, net of sales returns and allowances		128,125			173,197			291,802			310,382
Operating Expenses
Lease operating expenses		49,577			113,878			239,504			253,136
Bad debt expense		—			—			—			12,660
Recovery of bad debt		—			—			(47,232	)		—
Accretion expense		3,000			3,000			6,000			6,186
Depletion expense		6,871			25,655			17,414			45,542
General and administrative		168,489			145,078			256,770			399,312
Total Operating Expenses		227,937			287,611			472,456			716,836
Net Loss Before Other Expenses	$	(99,812	)	$	(114,414	)	$	(180,654	)	$	(406,454	)
Other Income (Expense)
Interest Income (expense)		—			(74,804	)		4			(179,540	)
Gain on embedded derivatives		—			40,661			—			126,397
Other income		—			102,810			—			—
Total other income (expense)		—			68,667			4			(53,143	)
Net Loss	$	(99,812	)	$	(45,747	)	$	(180,650	)	$	(459,597	)
Loss per share - Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of shares outstanding - Basic and Diluted		321,867,909			100,147,625			321,867,909			98,401,988
Loss per share-Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)

See accompanying notes to unaudited consolidated financial statements.

4

Consolidated Statements of Cash Flow

(Unaudited)

	Six Months			Six Months
	Ended June 30, 2015			Ended June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(180,650	)	$	(459,597	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		—			12,660
Accretion expense		6,000			6,186
Depletion expense		17,414			45,542
Amortization of debt discount		—			179,540
(Gain) loss on embedded derivatives		—			(126,397	)
Reduction in full cost pool due to operator income from owned wells		84,600			105,297
Change in assets and liabilities:
Accounts receivable		20,836			38,736
Related party receivable		35,270			2,043
Decrease in accounts payable and accrued expenses		(138,318	)		(406,361	)
Decrease in Other payable		(14,000	)		(5,800	)
Net cash used in operating activities		(168,848	)		(608,151	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Proceeds from sale of oil and gas properties		—			400,000
Net cash used in investing activities		—			400,000
NET DECREASE IN CASH AND CASH EQUIVALENTS		(168,848	)		(208,151	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		358,156			557,298
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	189,308		$	349,147
NON CASH TRANSACTIONS:
Change in asset retirement liability (change in estimate)	$	—		$	3,127
Discount from derivative liabilities	$	—		$	152,810
Conversion of principal and interest to common shares	$	—		$	53,550
Reclassification of detachable warrants to derivative liability	$	—		$	58,384
Settlement of legal expenses through exchange of property	$	—		$	93,525

See accompanying notes to unaudited consolidated financial statements.

5

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of Operations and Basis of Presentation

Nature of Operations

United American Petroleum Corp. (“United”) 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, 2014. 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 three month period ended June 30, 2015 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.

2. Going Concern

The Company has incurred a net loss and negative operating cash flows since inception through June 30, 2015. 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.

3. Related Party Transactions

Our officers are also directors of a related-party company with which we do business. As of June 30, 2015, the Company had a receivable in the amount of $6,243 due from this related party, with working interest amounts payable. This represents a $35,270 decrease from an amount of $41,513 as of December 31, 2014.

For the six months ended June 30, 2015 Phoenix Oil and Gas, LLC had a total of $7,303 in revenue for the wells it has an interest in. They also incurred $38,306 in joint interest billings and paid a total amount of $3,772 towards those joint interest billings for the six months ended June 30, 2015.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report of United American Petroleum Corp. on Form 10-Q contains forward-looking statements, particularly those identified with the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates.

Our Business.We are an exploration company engaged in the acquisition, exploration, development and production of oil and gas properties. Our principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Our primary focus is to develop our properties that have potential for near-term production. We also provide operational expertise for several third-party well owners out of our operation base in Austin, Texas. We currently have proved reserves in the State of Texas.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended December 31, 2014, together with notes thereto, which are included in this Quarterly Report.

Results of operations for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014

Revenues.   We had total revenues of $128,125 for the three months ended June 30, 2015 which were generated from oil and gas sales of $125,950 and well operating revenues of $2,175.   This was a $45,072 decrease from total revenues of $173,197 for the three months ended June 30, 2014, which were generated from oil and gas sales of $171,022 and well operation revenues of $2,175. Barrels of oil per day produced (BOPD) decreased to 16.80 BOPD from 21.73 BOPD for the three months ended June 30, 2014.

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Our administrative revenue is derived from well administrative/operator fees charged through United Operating, LLC, our wholly-owned subsidiary, to third party well owners for managing and accounting for the development and production of their oil and gas property interests. Administrative revenue was only recognized on wells where the Company did not own an interest. The Company also operates certain wells where the Company also has an ownership interest. For these partially owned wells, no administrative income is recognized. Rather, operating fees received from other well interest owners are recorded as a reduction to the full cost pool per the full cost rules. The full cost pool was reduced by $42,675 for the three months ended June 30, 2015 compared to $66,730 for the three months ended June 30, 2014.

The following table sets forth the revenue and production data for the three months ended June 30, 2015 and 2014.

	THREE MONTHS
	ENDED JUNE 30, 2015		ENDED JUNE 30, 2014		INCREASE (DECREASE)			% INCREASE (DECREASE)
REVENUES
Oil and Gas Revenues	$	125,950	$	171,022	$	(45,072	)		-26.35	%
Administrative revenues		2,175		2,175		—			0.00	%
Total Revenues		128,125		173,197		(45,072	)		-26.02	%
PRODUCTION:
Total production (Barrel of Oil Equivalent)		1,512		1,956		(444	)		-22.69	%
Barrels of Oil Equivalent per day		16.80		21.73		(2	)		-11.34	%
AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	83.29	$	87.43	$	(4.14	)		-4.74	%

Operating Expenses.  For the three months ended June 30, 2015, our total operating expenses were $227,937 which consisted of lease operating expenses of $49,577, accretion expense of $3,000, depletion expenses of $6,871, and general and administrative expenses of $168,489.   By comparison, for the three months ended June 30, 2014, our total operating expenses were $287,611, which consisted of lease operating expenses of $113,878, accretion expense of $3,000, depletion expense of $25,655, and general and administrative expenses of $145,078.

The following table sets forth information relating to our operating expenses for the three months ended June 30, 2015 and 2014

	THREE MONTHS
	ENDED JUNE 30, 2015		ENDED JUNE 30, 2014		INCREASE (DECREASE)			% INCREASE (DECREASE)
LEASE OPERATING EXPENSES
Lease operating expenses	$	45,695	$	110,346	$	(64,651	)		-58.59	%
Workover expenses		1,167		1,167		—			0.03	%
Legal, title and administrative well expenses		2,715		2,365		350			14.80	%
Total Lease Operating expenses		49,577		113,878		(64,301	)		-56.46	%
DEPLETION AND ACCRETION EXPENSE
Depreciation, depletion, amortization and accretion expense		9,871		28,655		(18,784	)		-65.55	%
BAD DEBT EXPENSE
Bad debt expense		—		—		—			0.00	%
RECOVERY OF BAD DEBT
Recover of bad debt		—		—		—			0.00	%
GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative expenses	$	41,910	$	6,998	$	34,913			498.89	%
Employee and officer expenses		104,102		52,446		51,656			98.49	%
Other general and administrative		22,477		85,634		(63,157	)		-73.75	%
Total General and Administrative expenses		168,489		145,078		23,411			16.14	%
TOTAL OPERATING EXPENSES		227,937		287,611		(59,674	)		-20.75	%

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For the three months ended June 30, 2015 we incurred lease operating expenses of $49,577, a decrease of $64,301 or 56% compared to the three months ended June 30, 2014, For the three months ended June 30, 2015 we incurred workover expenses of $1,167, which is comparable to $1,167 for the three months ended June 30, 2014. We also incurred legal, title, and administrative well expenses of $2,715 for the three months ended June 30, 2015 compared to $2,365 for the three months ended June 30, 2014, an increase of $350 or 12.89% resulting from increased legal costs related to operating the wells.

During the three months ended June 30, 2015 compared to the three months ended June 30, 2014, our depreciation, depletion, amortization, and accretion expenses decreased by $18,784 or 66%

Net Operating Loss.  For the three months ended June 30, 2015, our total net operating loss was $99,812 as compared to a net operating loss of $114,414 for the three months ended June 30, 2014, an improvement of $14,602 or 12.76% from the prior period.

Other Income (Expense).   For the three months ended June 30, 2015, we had interest expense of $0 compared to interest expense of $74,804 for the three months ended June 30, 2014, relating to our outstanding convertible promissory notes. We recorded a gain on embedded derivatives of $40,661 for the three months ended June 30, 2014, with no such activity occurred in the current year. We had $0 in other income for the three months ended June 30, 2015 compared to $102,810 for the three months ended June 30, 2014 which resulted from reversing $102,810 in penalties due to default on a convertible note for the three months ended June 30, 2014

Net Loss.   For the three months ended June 30, 2015, our net loss was $99,812 as compared to a net loss of $45,747 for the three months ended June 30, 2014, an increase of $54,065 or 54.17% from the prior period. The increase in net loss for the current quarter was largely due to the reversed penalties in the 2014 period with no such activity in the 2015 period, and a decrease in revenue.

Results of operations for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014

Revenues.   We had total revenues of $291,802 for the six months ended June 30, 2015 which were generated from oil and gas sales of $286,702 and well operating revenues of $5,100.   This was a $18,580 or 6% decrease from total revenues of $310,382 for the six months ended June 30, 2014, which were generated from oil and gas sales of $305,282 and well operation revenues of $5,100. Barrels of oil per day produced (BOPD) increased to an average of 42.85 BOPD from 19.29 BOPD for the six months ended June 30, 2014.

Our administrative revenue is derived from well administrative/operator fees charged through United Operating, LLC, our wholly-owned subsidiary, to third party well owners for managing and accounting for the development and production of their oil and gas property interests. The Company also operates certain wells where the Company also has an ownership interest. For these partially owned wells, no administrative income is recognized. Rather, operating fees received from other well interest owners are recorded as a reduction to the full cost pool per the full cost rules. The full cost pool was reduced by $84,600 for the six months ended June 30, 2015 compared to $105,297 for the six months ended June 30, 2014.

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The following table sets forth the revenue and production data for the six months ended June 30, 2015 and 2014.

	SIX MONTHS ENDED				INCREASE			% INCREASE
	JUNE 30, 2015		JUNE 30, 2014		(DECREASE)			(DECREASE)
REVENUES
Oil and Gas Revenues	$	286,702	$	305,282	$	(18,580	)		-6.09	%
Administrative revenues		5,100		5,100		—			0.00	%
Total Revenues		291,802		310,382		(18,580	)		-5.99	%
PRODUCTION:
Total production (Barrel of Oil Equivalent)		3,833		3,472		361			10.39	%
Barrels of Oil Equivalent per day		42.58		19.29		2			10.39	%
AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	75	$	88	$	(13	)		-14.91	%

Operating Expenses.  For the six months ended June 30, 2015, our total operating expenses were $472,456 which consisted of lease operating expenses of $239,504, accretion expense of $6,000, depletion expenses of $17,414, recovery of bad debt of $47,232, and general and administrative expenses of $256,770.   By comparison, for the six months ended June 30, 2014, our total operating expenses were $716,836, which consisted of lease operating expenses of $253,136, accretion expense of $6,186, depletion expense of $45,542, bad debt expense of $12,660, and general and administrative expenses of $399,312.

The following table sets forth information relating to our operating expenses for the six months ended June 30, 2015 and 2014

	SIX MONTHS ENDED					INCREASE			% INCREASE
	JUNE 30, 2015			JUNE 30, 2014		(DECREASE)			(DECREASE)
LEASE OPERATING EXPENSES
Lease operating expenses	$	229,781		$	246,070	$	(16,289	)		-6.62	%
Workover expenses		4,657			1,946		2,711			139.29	%
Legal, title and administrative well expenses		5,066			5,120		(54	)		-1.05	%
Total Lease Operating expenses		239,504			253,136		(13,632	)		-5.39	%
DEPLETION AND ACCRETION EXPENSE
Depreciation, depletion, amortization and accretion expense		23,414			51,728		(28,314	)		-54.74	%
BAD DEBT EXPENSE
Bad debt expense		—			12,660		(12,660	)		-100.00	%
RECOVERY OF BAD DEBT
Recover of bad debt		(47,232	)		—		(47,232	)		0.00	%
GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative expenses	$	70,382		$	45,592	$	24,790			54.38	%
Employee and officer expenses		149,523			204,998		(55,475	)		-27.06	%
Other general and administrative		36,866			148,722		(111,856	)		-75.21	%
Total General and Administrative expenses		256,770			399,312		(142,541	)		-35.70	%
TOTAL OPERATING EXPENSES		472,456			716,836		(244,379	)		-34.09	%

For the six months ended June 30, 2015 we incurred lease operating expenses of $229,781, an decrease of $16,289 or 6.62% compared to the six months ended June 30, 2014. For the six months ended June 30, 2015 we incurred workover expenses of $4,657, an increase of $2,711 or 139.29% compared to the six months ended June 30, 2014 as

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a result in repairs to keep wells in operating condition. We also incurred legal, title, and administrative well expenses of $5,066 for the six months ended June 30, 2015 compared to $5,120 for the six months ended June 30, 2014, a decrease of $54 or 1.05% resulting from lower legal costs related to operating the wells.

During the six months ended June 30, 2015 compared to the six months ended June 30, 2014, our depreciation, depletion, amortization, and accretion expenses decreased by $28,314 or 55%

During the six months ended June 30, 2015 there was $47,232 of recovered bad debt that was previously written off with no such activity in the six months that ended June 30, 2014

The decrease in general and administrative expenses of $142,541 or 36% during the six months ended June 30, 2015, compared to the prior period, was largely due to an decrease in officer compensation and other general and administrative expenses.

Net Operating Loss. For the six months ended June 30, 2015, our total net operating loss was $180,654 as compared to a net operating loss of $406,454 for the six months ended June 30, 2014, an improvement of $225,800 or 56% from the prior period.

Other Income (Expense). For the six months ended June 30, 2015, we had interest income of $4 compared to interest expense of $179,540 for the six months ended June 30, 2014, relating to our outstanding convertible promissory notes. We recorded a gain on embedded derivatives of $126,397 for the six months ended June 30, 2014, with no such activity occurred in the current year.

Net Loss. For the six months ended June 30, 2015, our net loss was $180,650 as compared to a net loss of $459,597 for the six months ended June 30, 2014, an improvement of $278,947 or 61% from the prior period. The decrease in net loss for the current quarter was largely due to decrease in general & admin expense, collection of previously written off receivables, lower depletion expense, and the fully converted notes.

Liquidity and Capital Resources. During the six months ended June 30, 2015, we used $168,848 in operations. For the six months ended June 30, 2014 we had cash provided by investing activities of $400,000 related to the sale of oil properties, no such activity occurred in the current year.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements as of June 30, 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officer, to allow timely decisions regarding required disclosures. Based upon the evaluation by our principal executive and principal financial officer, of those controls and procedures, performed as of the end of the period covered by this report, our principal executive and principal

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financial officer concluded that our disclosure controls and procedures were not effective due to our over reliance on consultants in our accounting and financial statement closing processes. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. Prior-Period-Adjustment.

During the three months ended June 30, 2015, we recorded adjustments to administrative revenue for amounts that should have been recorded in prior reporting periods. The adjustments were identified in connection with our preparation and review of our second quarter financials and form 10-Q. Recording these out-of-period adjustments for the three months ended June 30, 2015 had the effect of decreasing administrative revenue income by $41,925. Retained earnings were not affected by the adjustment. The principal components of the adjustments resulted from improperly recognizing revenue for wells owned by the Company instead of offsetting the full cost pool by the total revenue from those wells. As a result of the control deficiency relating to the Company’s accounting for administrative revenue, the Company’s management concluded that, as of August 14, 2015, a material weakness existed in the Company’s internal control over financial reporting related to accounting for administrative revenue.

Below is a chart outlining the accounts affected by the change

United American Petroleum Corp.
(Unaudited)
	Reported		Actual		Change $			Change %
Consolidated Statements of Operations
Administrative Revenues	$	44,850	$	2,925	$	(41,925	)		-93.48	%
Consolidated Balance Sheets
Oil and gas properties (full cost method):
net of accumulated depletion	$	407,837	$	365,912	$	(41,925	)		-10.28	%
Consolidated Statements of Cash Flow
Reduction in full cost pool due to operator income from owned wells	$	—	$	41,925	$	41,925			—

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K filed with the Commission on April 16, 2015, which risk factors are incorporated by reference herein. Investors are encouraged to read and review the risk factors included in the Form 10-K prior to making an investment in the Company.

Item 2. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions.

As of June 30, 2015, the Company had a related party receivable in the amount of $6,243 due from two Companies with working interest amounts payable. This is a 84.96% decrease from an amount of $41,513 as of December 31, 2014. Our directors are also officers in these two companies.

Michael Carey, our Chief Executive Officer and President, and Ryan Hudson, our Chief Operating Officer and Secretary, are members of 4 Phoenix Oil and Gas, LLC (“Phoenix”), which pays for fuel, meals, and other onsite location expenses, and field equipment to facilitate field activities. The Company reimburses Phoenix for such expenses and services on an ongoing basis.

Effective December 26, 2012, the Company issued 500 shares of its Series B Preferred Stock each to Mr. Carey and Mr. Hudson (1,000 shares of Series B Preferred Stock in aggregate), in consideration for services rendered to the Company as the Company’s Chief Executive Officer, President and Director, and Chief Operating Officer, Secretary and Director, respectively.

For the six months ended June 30, 2015 Phoenix Oil and Gas, LLC had a total of $7,303 in revenue for the wells it has an interest in. They also incurred $38,306 in joint interest billings and paid a total amount of $3,772 towards those joint interest billings for the six months ended June 30, 2015.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. We may establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.

Director Independence. We do not have any independent directors.

Item 3. Defaults upon Senior Securities.

None. 

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

2.4	Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010 (1)
2.5	Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (1)
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective June 2, 2014 (incorporated by reference to the Company’s Schedule 14C filed on May 6, 2014)
3.2	Certificate of Designation of Series B Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 14, 2012)
3.3	Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)
3.4	Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005)
3.5	Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009
3.6	Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K, as amended, filed January 21, 2011)
3.7	Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp. (1)
3.8	Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (1)
3.9	Form of Note and Warrant Purchase Agreement (1)
3.10	Form of Senior Secured Convertible Promissory Note (1)
3.11	Form of Warrant (1)
3.12	Form of Security Agreement (1)
3.13	Form of Note and Warrant Purchase Agreement (3)
3.14	Form of Convertible Promissory Note (3)
3.15	Form of Warrant (3)
10.1	$400,000 Promissory Note – JMJ Financial (January 31, 2013) (6)
10.2	Securities Purchase Agreement – Asher Enterprises, Inc. (February 19, 2013) (6)
10.3	$103,500 Convertible Promissory Note – Asher Enterprises, Inc. (February 19, 2013) (6)
21	List of Subsidiaries (7)
31.1	Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (8)
32.1	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (8)
101.ins*	XBRL Instance Document (8)
101.sch*	XBRL Taxonomy Schema Document (8)
101.cal*	XBRL Taxonomy Calculation Linkbase Document (8)
101.lab*	XBRL Taxonomy Label Linkbase Document (8)
101.pre*	XBRL Taxonomy Presentation Linkbase Document (8)

(1)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2011.
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 3, 2011.
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 18, 2011.
(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2011.
(5)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 5, 2011.
(6)	Incorporated by reference as to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 7, 2013.
(7)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 16, 2014.
(8)	Filed herewith.

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SIGNATURES

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

	United American Petroleum Corp., a Nevada corporation
Date: August ___, 2015	By:	/s/ Michael Carey
		Michael Carey
		Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director (Principal Executive Officer and Principal Financial Officer)

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