10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
AMENDMENT NO. 1

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2013

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. o    Yes    o    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). o Yes  o 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	S

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

As of November 21, 2013, there were 55,335,367 shares of the issuer’s $.001 par value common stock issued and outstanding.  

EXPLANATORY NOTE

United American Petroleum Corp. (the “Registrant”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to amend the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013, which the Registrant previously filed with the Securities and Exchange Commission (“SEC”) on November 19, 2013 (the “Original Filing”). The Original Filing was not reviewed by the Company’s independent register public accounting firm. However, this Form 10-Q filing was reviewed by the Company’s independent register public accounting firm and the firm’s report is contained herein. This Amendment No. 1 is filed to correct and update certain disclosure items. This Amendment No. 1 therefore supersedes the Original Filing in its entirety.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

3

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of United American Petroleum Corporation

We have reviewed the condensed balance sheet of United American Petroleum Corporation as of September 30, 2013, and the related statements of operations for the three and nine months ended September 30, 2013 and 2012, and statements of cash flows for the nine months ended September 30, 2013 and 2012. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of December 31, 2012 and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated April 16, 2013, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2012, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

MaloneBailey, LLP

Houston, Texas

November 21, 2013

 

4

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED AMERICAN PETROLEUM

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

	SEPTEMBER 30,			DECEMBER 31,
	2013			2012
ASSETS
CURRENT ASSET
Cash	$	624,267		$	572,784
Accounts receivable		259,459			133,258
Related party receivables		23,771			13,196
Total current assets		907,497			719,238
Oil and gas properties (full cost method):
Evaluated, net of accumulated depletion of $301,742 and $137,120   as of September 30, 2013 and December 31, 2012, respectively		963,701			1,054,322
Unevaluated		261,975			261,975
TOTAL ASSETS	$	2,133,173		$	2,035,535
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities		481,505			407,284
Convertible note payable, as of September 30, 2013 and December 31, 2012, respectively		224,409			—
Embedded derivative liability		236,988			—
Other payable		592,524			451,939
Total current liabilities		1,535,426			859,223
Asset retirement obligation		53,671			69,316
TOTAL LIABILITIES		1,589,097			928,539
STOCKHOLDERS' DEFICIT
Preferred Stock, Series B, $0.001 par value, 1,000 shares authorized, 1,000 shares issued and 1,000   shares outstanding and no shares issued and outstanding, respectively		1			1
Common stock, $0.001 par value, 100,000,000 shares authorized, 53,335,367   and 50,339,442 shares issued and outstanding as of September 30 2013, and December 31 2012		55,335			50,339
Additional paid-in capital		8,298,137			8,313,299
Accumulated deficit		(7,809,397	)		(7,256,643	)
Total stockholders' deficit		544,076			1,106,996
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,133,173			2,035,535

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

UNITED AMERICAN PETROLEUM

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2013 AND 2012

UNAUDITED

 

	FOR THE THREE			FOR THE THREE			FOR THE NINE			FOR THE NINE
	MONTHS ENDED			MONTHS ENDED			MONTHS ENDED			MONTHS ENDED
	SEPTEMBER 30, 2013			SEPTEMBER 30, 2012			SEPTEMBER 30, 2013			SEPTEMBER 30, 2012
REVENUE
Oil and Gas sales	$	106,634		$	194,723		$	475,145		$	376,140
Operating Income		5,250			19,298			21,450			55,564
TOTAL REVENUE		111,884			214,021			496,595			431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses		82,518			98,023			354,930			320,467
Accretion expense		1,000			1,757			3,000			5,271
Depletion expense		14,769			21,922			89,022			57,224
General and administrative		156,042			251,120			423,590			637,047
TOTAL OPERATING EXPENSES		254,329			372,822			870,542			1,020,009
NET LOSS BEFORE OTHER EXPENSE		(142,445	)		(158,801	)		(373,947	)		(588,305	)
OTHER INCOME (EXPENSE)
Interest Income (Expense)		(193,956	)		21,548			(274,895	)		(2,252,939	)
Gain (Loss) on embedded derivatives		29,186			—			96,088			(3,030,218	)
Total other Income (Expense)		(164,770	)		21,548			(178,807	)		(5,283,157	)
NET INCOME (LOSS)	$	(307,215	)	$	(137,253	)	$	(552,754	)	$	(5,871,462	)
INCOME (LOSS) PER SHARE - BASIC		(0.01	)		(0.00	)		(0.01	)		(0.13	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC		51,010,765			50,034,543			50,565,742			46,803,104
INCOME (LOSS) PER SHARE - DILUTED		(0.01	)		(0.00	)		(0.01	)		(0.13	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED		51,010,765			50,034,543			50,565,742			46,803,104

 The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

UNITED AMERICAN PETROLEUM

CONSOLIDATED STATEMENTS OF CASH FLOW

UNAUDITED

 

	FOR THE			FOR THE
	NINE MONTHS ENDED			NINE MONTHS ENDED
	SEPTEMBER 30, 2013			SEPTEMBER 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(552,754	)	$	(5,871,462	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depletion expense		89,022			57,224
Accretion expense		3,000			5,271
Amortization of debt discount and non-cash interest expense		274,895			2,176,996
Loss (Gain) on embedded derivatives		(96,088	)		3,030,218
Change in assets and liabilities
Accounts receivable		(126,201	)		(39,840	)
Related party receivable		(10,575	)		(3,799	)
Other receivable		—			160,302
Prepaid expenses		—			(8,394	)
Accounts payable and accrued expenses		74,221			179,316
Accrued interest		—			(9,425	)
Other payable		116,516			—
Net cash (used in) operating activities		(227,964	)		(323,593	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties		—			(274,527	)
Net cash used in investing activities		—			(274,527	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		279,447			615,000
Net cash provided by financing activities		279,447			615,000
NET INCREASE IN CASH AND CASH EQUIVALENTS		51,483			16,880
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		572,784			593,469
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	624,267		$	610,349
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
NON CASH TRANSACTIONS:
Conversion of convertible notes payable	$	117,656		$	2,800,000
Conversion of accrued interest	$	—		$	217,272
Discount from derivative liabilities	$	210,250		$	615,000
Discount to additional paid-in capital from relative fair value of warrants	$	—		$	289,520
Reclassification of derivative liabilities from additional paid-in capital	$	197,821		$	—
Settlement of derivative liabilities to additional paid-in capital	$	70,000		$	4,493,669

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.          Nature of Operations and Basis of Presentation

Nature of Operations

United American Petroleum Corp. is incorporated under the laws of the state of Nevada (“United”).  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, 2012. 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 nine month period ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. 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 September 30, 2013. 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.           Reclassification

In accordance with the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company recorded a reclassification adjustment for the three months and the nine months ended September 30, 2012 of $31,686 and $94,293 respectively which served to reduce Administrative income, Lease operating expenses and General & Administrative expenses.  This non-cash adjustment had no effect on net income or EPS. The adjustment resulted from incorrectly recognizing revenue for administrative income collected from third party working interest owners of properties that were partially owned by the Company.   As a result of the Company’s evaluation of this error under SAB 108, the Company determined that this error was not material in relation to the current year, but was material to the nine months ended September 30, 2012.  Consequently, the September 30, 2012 income statement was adjusted to reflect the correction of this error.  In evaluating materiality and determining the appropriateness of applying SAB 108 to this error, the Company considered materiality both qualitatively and quantitatively as prescribed by the SEC’s Staff Accounting Bulletin No. 99.  The table noted below reflects the impact of the above error to the consolidated statements of operations as of and for the three months and nine months ended September 30, 2012.

Certain amounts disclosed in prior periods have been reclassified to conform to current presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net loss or financial position in any of the periods presented.

8

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A summary of these changes by category is as follows:

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE THREE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		194,723						194,723
Operating Income		50,984			(31,686	)		19,298
TOTAL REVENUE		245,707			(31,686	)		214,021
OPERATING EXPENSES (INCOME)
Lease operating expenses		105,827			(7,804	)		98,023
Accretion expense		1,757						1,757
Depletion expense		21,922						21,922
General and administrative		275,002			(23,882	)		251,120
TOTAL OPERATING EXPENSES		404,508			(31,686	)		372,822
NET LOSS BEFORE OTHER EXPENSE		(158,801	)					(158,801	)
OTHER INCOME (EXPENSE)
Interest Expense		21,548						21,548
Gain (Loss) on embedded derivatives		—						—
		21,548			—			21,548
NET INCOME (LOSS)		(137,253	)		—			(137,253	)

9

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE NINE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		376,140						376,140
Operating Income		149,857			(94,293	)		55,564
TOTAL REVENUE		525,997			(94,293	)		431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses		343,531			(23,064	)		320,467
Accretion expense		5,271						5,271
Depletion expense		57,224						57,224
General and administrative		708,276			(71,229	)		637,047
TOTAL OPERATING EXPENSES		1,114,302			(94,293	)		1,020,009
NET LOSS BEFORE OTHER EXPENSE		(588,305	)					(588,305	)
OTHER INCOME (EXPENSE)
Interest Expense		(2,252,939	)					(2,252,939	)
Gain (Loss) on embedded derivatives		(3,030,218	)					(3,030,218	)
Total other expense		(5,283,157	)		—			(5,283,157	)
NET INCOME (LOSS)		(5,871,462	)		—			(5,871,462	)

10

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4.            Related Party Transactions

As of September 30, 2013 and December 31, 2012, the Company had a related party receivables of $23,771 and $13,196, respectively, related to working interest amounts payable.   Our directors are also officers in the Company.  

5.            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).

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. See Note 6.  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 January 31, 2013 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 January 1, 2013	$	—
Additions due to new convertible debt		346,846
Reclassification of derivative liabilities from additional paid-in capital		197,821
Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable		(70,000	)
Mark to market of debt derivative		(237,679	)
Debt derivative as of September 30, 2013	$	236,988

The gain on derivative liabilities in the consolidated statement of operations of $96,088 consists of the gain of $237,679 noted above and a loss on derivative liabilities of $141,591 which is the amount by which the derivative liabilities exceeded the principal balance of the related notes payable on issuance. 

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 129.70-143.41%, risk free rate of 0.14-0.42% and an expected term of 0.50 to 1 year.

11

6.           Convertible Note Payable

Credit Facility – January 31, 2013

On January 31, 2013, we entered into a Note Purchase Agreement with an investor pursuant to which the investor 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 Purchase Agreement. The second installment of $25,000 was delivered in April 2013. The notes mature on January 31, 2014, or upon default, whichever is earlier and bear 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 full discount of $55,000 to the note payable on issuance.

On August 13, 2013, September 9, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 250,000, 300,000 and 600,000 shares of common respectively at stock prices of $0.03, $0.0265, and $0.01160 respectively for a total of $22,410 principal converted.

 As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $55,000 recognizing interest expense for the same amount.

 Credit Facility – February 19, 2013

On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to 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, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

In May of 2013, we did not comply with the timely filing requirement on this loan. Pursuant to the promissory note, a penalty of 50% of the outstanding principal amount equaling $51,750 was added to the balance of the note. This additional sum will be eligible for conversion at the same terms as the original principal balance.

On August 26, 2013, September 6, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 478,469, 840,336 and 1,034,483 shares of common respectively at stock prices of $0.0418, $0.0357, and $0.145 respectively for a total of $90,250 principal converted.

As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $155,250 recognizing interest expense for the same amount.

Credit Facility – April 22, 2013

On April 22, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $63,000 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during 5 of the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

On September 23, 2013 the investor lent an additional $47,000 in a single installment under the same terms agreement and terms as the previous installment made April 22, 2013.

7.           Subsequent Events

On October 7, 2013, the holder of the February 19, 2013 note exercised a portion of the conversion rights of the note for 1,492,537 shares of common stock at a stock price of $0.0134 for a total of $70,250 principal converted. 

In addition, on October 16, 2013, October 31, 2013 and November 13, 2013 the holder of the January 31, 2013 convertible note exercised a portion of the conversion rights of the note for 1,200,000, 150,000 and 2,200,000 shares of common respectively at stock prices of $0.006, $0.004, and $0.003 respectively for a total of $18,650 principal converted.

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.

12

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 Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.  In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended September 30, 2013.

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool.  Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities.  Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred.  The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling.  The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions;  plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties.  If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Share-Based Compensation

The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”).  This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

As of September 30, 2013, there were no outstanding employee stock options.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Overview.   United American Petroleum Corp. (“we” or the “Company”), formerly Forgehouse, Inc., was incorporated in the State of Nevada on November 19, 2004. On December 31, 2010, we entered into and closed an Agreement and Plan of Merger (“Merger Agreement”) with our then newly formed wholly-owned subsidiary, United PC Acquisition Corp., a Nevada corporation (“Merger Sub”), and United American Petroleum Corp., a Nevada Corporation (“United”) (the “Merger Transaction”), pursuant to which Merger Sub merged with and into United with United

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surviving, making United our new wholly-owned subsidiary. Immediately thereafter and pursuant to the Merger Agreement, United merged with and into the Company, with the Company surviving and we changed our name to “United American Petroleum Corp.” In connection with the Merger Transaction, we assumed all of United’s contractual obligations and acquired certain oil and gas properties of United located in Texas.   The Merger Transaction was deemed to be a reverse acquisition, where the Company (the legal acquirer) is considered the accounting acquiree and United (the legal acquiree) is considered the accounting acquirer. The Company is deemed a continuation of the business of United, and the historical financial statements of United became the historical financial statements of the Company.

Recent Events.

On October 11, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designation, for its Series B Preferred Stock (the “Designation”).  The Designation, which was approved by the Board of Directors on October 9, 2012 and authorized under the Company’s Articles of Incorporation, which provides the Board of Directors the right to designate series of preferred stock, provided for the designation of a series of 1,000 shares of Series B Preferred Stock, par value $0.001 (the “Series B Preferred Stock”).  The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of the Series B Preferred Stock.

No shares of the Company’s newly designated Series B Preferred Stock have been issued.

The Company also filed a Certificate of Withdrawal with the Secretary of State of Nevada on October 11, 2012, which terminated its previous designation of Series A Convertible Preferred Stock, of which no shares were outstanding as of such termination.

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 period ended September 30, 2013, together with notes thereto, which are included in this Quarterly Report.

Results of Operations for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012.

Revenues.  We had total revenues of $111,884 for the three months ended September 30, 2013, which were generated from oil and gas sales of $106,634 and operating income of $5,250.  This was a $102,137 decrease from total revenues of $214,021 for the three months ended September 30, 2012, which were generated from oil and gas sales of $194,723 and operating income of $19,298.  The Company reduced workover expenditures in 2013 resulting in decreasing well yields in the third quarter, decreasing barrels of oil per day produced (BOPD) to an average of 12.01 BOPD from 22.05 BOPD for the three months ended September 30, 2012.

Additionally, our properties are commonly owned by many working interest owners.  Some of those working interest owners have elected not to contribute amounts due for workover procedures resulting in an election of “non-consent”.  We have been able to benefit by paying for those non-consenting portions of the workover procedure.  We are able to benefit from paying the non-consenting portion because we are allowed to collect from production an amount equal 400% of the non-consenting portion that we paid.  Approximately 50% of our increase in oil and gas sales was directly attributable to non-consenting revenues.

Our administrative revenue increase was a result of income derived from well administrative 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.

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The following table sets forth the revenue and production data for the three months ended September 30, 2013 and September 30, 2012

	THREE MONTHS ENDED SEPTEMBER 30, 2013		THREE MONTHS ENDED SEPTEMBER 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
REVENUES
Oil and Gas Revenues	$	106,634	$	194,723	$	(88,089	)		(45	%)
Administrative revenues		5,250		19,298		(14,048	)		(73	%)
Total Revenues		111,884		214,021		(102,137	)		(48	%)
PRODUCTION:
Total production (BOE)		1,081		2,012					(46	%)
Barrels of Oil Equivalent per day (BOPD)		12.01		22.05					(46	%)
AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	98.65	$	98.78	$	(.13	)		(0	%)

Operating Expenses. For the three months ended September 30, 2013, our total operating expenses were $254,329, which consisted of lease operating expenses of $82,518, accretion expense of $1,000, depletion expense of $14,769 and general and administrative expenses of $156,042.  By comparison, for the three months ended September 30, 2012, our total operating expenses were $372,822, which consisted of lease operating expenses of $98,023, accretion expense of $1,757, depletion expense of $21,922, and general and administrative expenses of $251,120. 

The following table sets forth information relating to our operating expenses for the three months ended September 30, 2013 and September 30, 2012.

	THREE MONTHS ENDED SEPTEMBER 30, 2013		THREE MONTHS ENDED SEPTEMBER 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
LEASE OPERATING EXPENSES
Lease operating expenses		62,481		34,670		27,811			80	%
Workover expenses		13,071		61,063		(47,992	)		(79	%)
Legal, title and administrative well   expenses		6,966		2,290		4,676			204	%
Total Lease Operating expenses		82,518		98,023		(15,505	)		(16	%)
Depreciation, depletion, amortization and accretion expense		15,769		23,679		(7,910	)		(33	%)
GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative   expenses		65,644		89,565		(23,921	)		(27	%)
Employee and officer expenses		27,126		106,871		(79,745	)		(75	%)
Other general and administrative		63,272		54,684		8,588			16	%
Total General and Administrative   expenses		156,042		251,120		(95,078	)		(38	%)
TOTAL OPERATING EXPENSES		254,329		372,822		(118,493	)		(32	%)

For the three months ended September 30, 2013 compared to the three months ended September 30, 2012, the Company incurred decreasing lease and well operating expenses of $15,505 or 16% as a result of Company conducting significant workover of the Lozano, McKenzie, Merrick Davis and Welder properties in 2012 that continued into 2013 but decreased by the third quarter resulting in decreasing well yields.

During the three months ended September 30, 2013 compared to the three months ended September 30, 2012, our depreciation, depletion, amortization, and accretion expenses decreased by $7,910 or 33% due to an decrease in our production and producing properties.

The decrease in general and administrative expenses of $95,075 or 38% during the three months ended September 30, 2013, compared to the prior period, was largely due to decreases in officer compensation and public reporting and compliance related expenses.  We believe we have reduced our costs of operating as a public company to their absolute minimum amount.  

Net Operating Loss.  For the three months ended September 30, 2013, our total net operating loss was $142,445 as compared to a net operating loss of $158,801 for the three months ended September 30, 2012, a decrease of $16,356 or 10% from the prior period. Our net operating loss decreased over the prior period due to increases in oil and gas sales partially offset by increases to workover expenses and decreases in General and Administrative expenses.

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Other Income (Expense).   For the three months ended September 30, 2013, we had interest expense $193,956 associated with the conversion of certain of our previously outstanding convertible promissory notes during the period, compared to interest income of $21,548 for the three months ended September 30, 2012, relating to our outstanding convertible promissory notes. 

Net Income (Loss).    For the three months ended September 30, 2013, our net loss was $307,215 as compared to a net loss of $137,253 for the three months ended September 30, 2012, an increase of $169,962 or 520% from the prior period.

Results of Operations for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012.

Revenues.  We had total revenues of $496,595 for the nine months ended September 30, 2013, which were generated from oil and gas sales of $475,145 and Operating income of $21,450.  This was a $64,891 increase from total revenues of $431,704 for the nine months ended September 30, 2012, which were generated from oil and gas sales of $376,140 and administrative revenue of $55,564.  Our Oil and Gas Revenue increased nearly 50% over the same period in the prior year because of results from recently completed workover procedures. Those workover procedures were planned on properties with the best possible results.

Additionally, our properties are commonly owned by many working interest owners. Some of those working interest owners have elected not to contribute amounts due for workover procedures resulting in an election of “non-consent”. We have been able to benefit by paying for those non-consenting portions of the workover procedure. We are able to benefit from paying the non-consenting portion because we are allowed to collect from production an amount equal 400% of the non-consenting portion that we paid. Approximately 50% of our increase in oil and gas sales was directly attributable to non-consenting revenues.

Our administrative revenue decrease was a result of income derived from well administrative 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 following table sets forth the revenue and production data for the nine months ended September 30, 2013 and September 30, 2012.

	NINE MONTHS ENDED SEPTEMBER 30, 2013		NINE MONTHS ENDED SEPTEMBER 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
REVENUES
Oil and Gas Revenues	$	475,145	$	376,140	$	99,005			26	%
Administrative revenues		21,450		55,564		(34,114	)		(61	%)
Total Revenues		496,595		431,704		64,891			(15	%)
PRODUCTION:
Total production (BOE)		5,053		4,346		707			16	%
Barrels of Oil Equivalent per day (BOPD)		28.07		24.07		4			17	%
AVERAGE SALES PRICES:
Price per Barrel of Oil Equivalent	$	94.03	$	86.55	$	7.48			9	%

For the nine months ended September 30, 2013, we increased total barrels of oil equivalent (BOE) produced by 16% over the same period in the prior year.  For the nine months ended September 30, 2013 and September 30, 2012, total BOE produced was 5,053 and 4,346, respectively.  The increase in oil and gas production and revenues is primarily related to production increases on the Lozano, McKenzie, Merrick Davis and Welder properties.  The Company conducted workover procedures on each of these properties during 2012 which has yielded significant increases in production for the current year’s period over the prior year’s period.

Operating Expenses.  For the nine months ended September 30, 2013, our total operating expenses were $870,542, which consisted of lease operating expenses of $345,930, accretion expense of $3,000, depletion expense of $89,022, and general and administrative expenses of $423,590.  By comparison, for the nine months ended September 30, 2012, our total operating expenses were $1,020,009, which consisted of lease operating expenses of $320,467, accretion expense of $5,271, depletion expense of $57,224, and general and administrative expenses of $637,047.

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The following table sets forth information relating to our operating expenses for the nine months ended September 30, 2013 and September 30, 2012.

 

	NINE MONTHS ENDED SEPTEMBER 30, 2013		NINE MONTHS ENDED SEPTEMBER 30, 2012		INCREASE (DECREASE)			% INCREASE (DECREASE)
LEASE OPERATING EXPENSES
Lease operating expenses		207,218		177,520		29,698			17	%
Workover expenses		129,081		139,731		(10,650	)		(8	%)
Legal, title and administrative well   expenses		18,631		3,216		15,415			479	%
Total Lease Operating expenses		354,930		320,467		34,463			11	%
Depreciation, depletion, amortization and accretion expense		92,022		62,495		29,527			47	%
GENERAL AND ADMINISTRATIVE EXPENSES
SEC related general and administrative   expenses		209,557		282,196		(72,639	)		(26	%)
Employee and officer expenses		100,632		242,200		(141,568	)		(58	%)
Other general and administrative		113,401		112,651		750			1	%
Total General and Administrative   expenses		423,590		637,047		(213,457	)		(34	%)
TOTAL OPERATING EXPENSES		870,542		1,020,009		(149,467	)		(15	%)

  

During the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012, our depreciation, depletion, amortization, and accretion expenses increased by $29,527 or 47% due to an increase in our production and producing properties.

The decrease in general and administrative expenses of $213,457 or 34% during the nine months ended September 30, 2013, compared to the prior period, was largely due to decreases in public reporting and compliance related expenses offset by increases to employee and officer related compensation.  

Net Operating Loss.  For the nine months ended September 30, 2013, our total net operating loss was $373,947 as compared to a net operating loss of $588,305 for the nine months ended September 30, 2012, a decrease of $214,358 or 36% from the prior period. Our net operating decreased over the prior period due to increases in oil and gas sales.

Other Income (Expense).   For the nine months ended September 30, 2013, we had interest expense $274,895 associated with the conversion of certain of our previously outstanding convertible promissory notes during the period, compared to interest expense of $2,252,939 for the nine months ended September 30, 2012, relating to our outstanding convertible promissory notes.

Net Income (Loss).    For the nine months ended September 30, 2013, our net loss was $552,754, as compared to a net loss of $5,871,462 for the nine months ended September 30, 2012, an increase in net income of $5,318,709 or 91% from the prior period.

Liquidity and Capital Resources.  During the nine months ended September 30, 2013, we used $227,964 in operations, $0 in investing activities, related solely to property acquisitions and received $279,447 of cash from financing activities, related directly to proceeds on convertible notes.  Our convertible notes are described below.

We consider the breakeven point for the company to be roughly 36 Barrels of Oil per Day (BOPD).  During the previous three months, we have increased our production toward that objective.  Further, we believe we will be closer to achieving that objective through workovers already conducted as of the date of this report.

Third Note.    On January 31, 2013, we entered into a Note Purchase Agreement with an investor pursuant to which the investor 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 Purchase Agreement. The second installment of $25,000 was delivered in April 2013. The notes mature on January 31, 2014, or upon default, whichever is earlier and bear 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 full discount of $55,000 to the note payable on issuance.

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On August 13, 2013, September 9, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 250,000, 300,000 and 600,000 shares of common respectively at stock prices of $0.03, $0.0265, and $0.01160 respectively for a total of $22,410 principal converted.

As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $55,000 recognizing interest expense for the same amount.

The agreement provided that the investor would lend additional amounts to us in installments at their discretion.

Fourth Note  .   On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to 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, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

In May of 2013, we did not comply with the timely filing requirement on this loan. Pursuant to the promissory note, a penalty of 50% of the outstanding principal amount equaling $51,750 was added to the balance of the note. This additional sum will be eligible for conversion at the same terms as the original principal balance.

On August 26, 2013, September 6, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 478,469, 840,336 and 1,034,483 shares of common respectively at stock prices of $0.0418, $0.0357, and $0.145 respectively for a total of $90,250 principal converted.

As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $155,250 recognizing interest expense for the same amount.

On September 23, 2013 the investor lent an additional $47,000 in a single installment under the same terms agreement and terms as the previous installment made April 22, 2013.

As of September 30, 2013, we had total current assets of $907,497 , consisting of cash of $624,267, accounts receivable of $259,459,  related party receivable of $23,771.

As of September 30, 2013, we had a working capital deficit of $627,929 and an accumulated deficit of $7,809,397.

In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. If we do not raise additional capital, then we may not be able to conduct oil and gas exploration and development activities and expand our operations. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could differ as a result of a number of factors. In addition to generating revenues from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably.

We have been, and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Moreover, in the event that we can raise additional funds, we cannot guarantee that additional funding will be available on favorable terms. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts with respect to our properties.

During the remainder of 2012 and through 2013, we expect that the following will continue to impact our liquidity: (i) legal and accounting costs of being a public company; (ii) expected expenses related to the exploration and development of our properties; (iii) expected expenses related to repair and maintenance costs on wells that are currently producing and (iv) anticipated increases in overhead and the use of independent contractors for services to be provided to us. We will need to obtain funds to pay those expenses. Other than those items specified above, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

We are in the exploration stage, have limited revenue and have incurred net losses to date.  These factors raise substantial doubt about our ability to continue as a going concern.   No assurances can be given that we will obtain sufficient working capital to sustain ongoing operations. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. In the event that we expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.  

Off-Balance Sheet Arrangements.   We have no off-balance sheet arrangements as of September 30, 2013.

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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 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.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be party to various legal proceedings. We do not currently expect that any currently pending legal proceedings will have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K/A filed with the Commission on October 19, 2012, which risk factors are incorporated by reference herein. Investors are encouraged to read and review the risk factors included in the Form 10-K/A prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

On October 11, 2012, the Company filed with the Nevada Secretary of State, a Certificate of Designations, Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Preferred Stock (the “Designation”).  The Designation, which was approved by the Board of Directors on October 9, 2012 and authorized under the Company’s Articles of Incorporation, which provides the Board of Directors the right to designate series of preferred stock, provided for the designation of a series of 1,000 shares of Series B Preferred Stock, par value $0.001 (the “Series B Preferred Stock”).  The Series B Preferred Stock have no dividend rights, no liquidation preference, no redemption rights and no conversion rights. The Series B Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). Additionally, we are not allowed to adopt any amendments to our Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of the Series B Preferred Stock. No shares of the Company’s newly designated Series B Preferred Stock have been issued.

The Company also filed a Certificate of Withdrawal with the Secretary of State of Nevada on October 11, 2012, which terminated its previous designation of Series A Convertible Preferred Stock, of which no shares were outstanding as of such termination.

Item 6.  Exhibits.

2.1	Agreement and Plan of Exchange by and between Northern Future Energy Corp. and NFE Acquisition Corp., dated December 16, 2009 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
2.2	Asset Purchase Agreement by and between Enforce Global Solutions, LLC and the Company, dated as of December 29, 2009 (incorporated by reference to Exhibit 2.5 of the Company’s Annual Report on Form 10-K, filed May 14, 2010).

2.3	Membership Interest Purchase Agreement by and between the Company and John Britchford-Steel, dated as of December 31, 2009 (incorporated by reference to Exhibit 2.6 of the Company’s Annual Report on Form 10-K, filed May 14, 2010.
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 (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
2.5	Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
3.2	Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed April 15, 2005).
3.3	Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed February

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	7, 2008).
3.4	Articles of Exchange, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K, filed February 7, 2008).
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. (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
3.8	Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
3.9	Certificate of Designation of Series B Preferred Stock (1)
3.10	Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (1)
4.1	Form of Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
4.2	Form of Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed October 18, 2011).
10.1	2008 Incentive Plan (incorporated by reference to Exhibit B of the Company’s Definitive Information Statement on Schedule 14C, filed January 2, 2008).
10.2	Form of Note and Warrant Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.3	Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.4	Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.5	Form of Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.6	Stock Vesting Agreement by and among the Company and Michael Carey, dated as of December 31, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.7	Stock Vesting Agreement by and among the Company and Ryan Hudson, dated as of December 31, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.8	Employment Agreement of Michael Carey (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.9	Employment Agreement of Ryan Hudson (incorporated by reference to the Company’s Current Report on Form 8-K filed January 5, 2011).
10.10	Form of Note and Warrant Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed October 18, 2011).
10.11	Form of Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed October 18, 2011).
10.12	Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed October 18, 2011).
10.13	Purchase and Sale Agreement by and between the Company and Alamo Energy Corp. dated October 28, 2011 (incorporated by reference to the Company’s Current Report on Form 8-K filed November 8, 2011).
10.14	Purchase and Sale Agreement by and between the Company and McKenzie Corp. dated November 30, 2011(incorporated by reference to the Company’s Current Report on Form 8-K filed December 5, 2011).
10.15	Promissory Note by and between the Company and JMJ Financial date January 31, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
10.16	Security Purchase Agreement between the Company and Asher Enterprises, Inc. dated February 19, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
10.17	Promissory Note by and between the Company and Asher Enterprises, Inc. dated February 19, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed March 7, 2013).
31.1	Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1)
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 (1)
101.ins*	XBRL Instance Document (1)
101.sch*	XBRL Taxonomy Schema Document (1)
101.cal*	XBRL Taxonomy Calculation Linkbase Document (1)
101.lab*	XBRL Taxonomy Label Linkbase Document (1)
101.pre*	XBRL Taxonomy Presentation Linkbase Document (1)

 (1)       Filed herewith.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

21

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: November 21, 2013	By:	/s/ Michael Carey
		Michael Carey
		Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director (Principal Executive and Financial Officer)

22

EX-31.1

United American Petroleum Corp. 10-Q/A

Exhibit 31.1

Section 302 Certification

I, Michael Carey, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of United American Petroleum Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting , to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.

Date: November 21, 2013

/s/ Michael Carey

Michael Carey

Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director

(Principal Executive and Financial Officer)

EX-32.1

 United American Petroleum Corp. 10-Q/A

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of United American Petroleum Corp.

/s/ Michael Carey	Date: November 21, 2013
Michael Carey Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director (Principal Executive and Financial Officer)

XML

Related Party Transactions (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Related Party Transactions Details Narrative
Related party receivables	$ 23,771	$ 13,196

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUE
Oil and Gas sales	$ 106,634	$ 194,723	$ 475,145	$ 376,140
Operator Income	5,250	19,298	21,450	55,564
TOTAL REVENUE	111,884	214,021	496,595	431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses	82,518	98,023	354,930	320,467
Accretion expense	1,000	1,757	3,000	5,271
Depletion expense	14,769	21,922	89,022	57,224
General and administrative	156,042	251,120	423,590	637,047
TOTAL OPERATING EXPENSES	254,329	372,822	870,542	1,020,009
NET LOSS BEFORE OTHER EXPENSE	(142,445)	(158,801)	(373,947)	(588,305)
OTHER INCOME (EXPENSE)
Interest Income (Expense)	(193,956)	21,548	(274,895)	(2,252,939)
Gain (Loss) on embedded derivatives	29,186		96,088	(3,030,218)
Total other Income (Expense)	(164,770)	21,548	(178,807)	(5,283,157)
NET INCOME (LOSS)	$ (307,215)	$ (137,253)	$ (552,754)	$ (5,871,462)
INCOME (LOSS) PER SHARE - BASIC	$ (0.01)	$ 0.00	$ (0.01)	$ (0.13)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC	51,010,765	50,034,543	50,565,742	46,803,104
INCOME (LOSS) PER SHARE - DILUTED	$ (0.01)	$ 0.00	$ (0.01)	$ (0.13)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED	51,010,765	50,034,543	50,565,742	46,803,104

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Fair Value Measurements and Derivative Liabilities

9 Months Ended

Sep. 30, 2013

Fair Value Measurements And Derivative Liabilities

Fair Value Measurements and Derivative Liabilities

5.            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).

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. See Note 6.  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 January 31, 2013 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 January 1, 2013	$	—
Additions due to new convertible debt		346,846
Reclassification of derivative liabilities from additional paid-in capital		197,821
Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable		(70,000	)
Mark to market of debt derivative		(237,679	)
Debt derivative as of September 30, 2013	$	236,988

The gain on derivative liabilities in the consolidated statement of operations of $96,088 consists of the gain of $237,679 noted above and a loss on derivative liabilities of $141,591 which is the amount by which the derivative liabilities exceeded the principal balance of the related notes payable on issuance. 

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 129.70-143.41%, risk free rate of 0.14-0.42% and an expected term of 0.50 to 1 year.

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Fair Value Measurements and Derivative Liabilities (Details Narrative) (USD $)	9 Months Ended			0 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Lower Range	Sep. 30, 2013 Upper Range	Jan. 31, 2013 Note Purchase Agreement - 1-31-2013
Conversion price, percentage of trading price				60.00%
Debt conversion price, number of trading days to compute conversion price				25 days
Mark to market of debt derivative	$ 237,679
Loss on derivative liability	$ 141,591
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Expected Volatility Rate		129.70%	143.41%
Fair Value Assumptions, Risk Free Interest Rate		0.14%	0.42%
Fair Value Assumptions, Expected Term		0 years 6 months	1 year

XML

Nature of Operations and Basis of Presentation

9 Months Ended

Sep. 30, 2013

Nature Of Operations And Basis Of Presentation

Nature of Operations and Basis of Presentation

1.          Nature of Operations and Basis of Presentation

Nature of Operations

United American Petroleum Corp. is incorporated under the laws of the state of Nevada (“United”).  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, 2012. 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 nine month period ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. We made certain reclassifications to prior-period amounts to conform to the current presentation.

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Reclassification

9 Months Ended

Sep. 30, 2013

Reclassification

Reclassification

3.           Reclassification

In accordance with the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company recorded a reclassification adjustment for the three months and the nine months ended September 30, 2012 of $31,686 and $94,293 respectively which served to reduce Administrative income, Lease operating expenses and General & Administrative expenses.  This non-cash adjustment had no effect on net income or EPS. The adjustment resulted from incorrectly recognizing revenue for administrative income collected from third party working interest owners of properties that were partially owned by the Company.   As a result of the Company’s evaluation of this error under SAB 108, the Company determined that this error was not material in relation to the current year, but was material to the nine months ended September 30, 2012.  Consequently, the September 30, 2012 income statement was adjusted to reflect the correction of this error.  In evaluating materiality and determining the appropriateness of applying SAB 108 to this error, the Company considered materiality both qualitatively and quantitatively as prescribed by the SEC’s Staff Accounting Bulletin No. 99.  The table noted below reflects the impact of the above error to the consolidated statements of operations as of and for the three months and nine months ended September 30, 2012.

Certain amounts disclosed in prior periods have been reclassified to conform to current presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net loss or financial position in any of the periods presented.

A summary of these changes by category is as follows:

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE THREE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		194,723						194,723
Operating Income		50,984			(31,686	)		19,298
TOTAL REVENUE		245,707			(31,686	)		214,021
OPERATING EXPENSES (INCOME)
Lease operating expenses		105,827			(7,804	)		98,023
Accretion expense		1,757						1,757
Depletion expense		21,922						21,922
General and administrative		275,002			(23,882	)		251,120
TOTAL OPERATING EXPENSES		404,508			(31,686	)		372,822
NET LOSS BEFORE OTHER EXPENSE		(158,801	)					(158,801	)
OTHER INCOME (EXPENSE)
Interest Expense		21,548						21,548
Gain (Loss) on embedded derivatives		—						—
		21,548			—			21,548
NET INCOME (LOSS)		(137,253	)		—			(137,253	)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE NINE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		376,140						376,140
Operating Income		149,857			(94,293	)		55,564
TOTAL REVENUE		525,997			(94,293	)		431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses		343,531			(23,064	)		320,467
Accretion expense		5,271						5,271
Depletion expense		57,224						57,224
General and administrative		708,276			(71,229	)		637,047
TOTAL OPERATING EXPENSES		1,114,302			(94,293	)		1,020,009
NET LOSS BEFORE OTHER EXPENSE		(588,305	)					(588,305	)
OTHER INCOME (EXPENSE)
Interest Expense		(2,252,939	)					(2,252,939	)
Gain (Loss) on embedded derivatives		(3,030,218	)					(3,030,218	)
Total other expense		(5,283,157	)		—			(5,283,157	)
NET INCOME (LOSS)		(5,871,462	)		—			(5,871,462	)

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Convertible Note Payable

9 Months Ended

Sep. 30, 2013

OPERATING EXPENSES (INCOME) [Abstract]

Convertible Note Payable

6.           Convertible Note Payable

Credit Facility – January 31, 2013

On January 31, 2013, we entered into a Note Purchase Agreement with an investor pursuant to which the investor 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 Purchase Agreement. The second installment of $25,000 was delivered in April 2013. The notes mature on January 31, 2014, or upon default, whichever is earlier and bear 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 full discount of $55,000 to the note payable on issuance.

On August 13, 2013, September 9, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 250,000, 300,000 and 600,000 shares of common respectively at stock prices of $0.03, $0.0265, and $0.01160 respectively for a total of $22,410 principal converted.

 As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $55,000 recognizing interest expense for the same amount.

 Credit Facility – February 19, 2013

On February 19, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $103,500 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to 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, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

In May of 2013, we did not comply with the timely filing requirement on this loan. Pursuant to the promissory note, a penalty of 50% of the outstanding principal amount equaling $51,750 was added to the balance of the note. This additional sum will be eligible for conversion at the same terms as the original principal balance.

On August 26, 2013, September 6, 2013 and September 26, 2013 the holder of the convertible note exercised a portion of the conversion rights of the note for 478,469, 840,336 and 1,034,483 shares of common respectively at stock prices of $0.0418, $0.0357, and $0.145 respectively for a total of $90,250 principal converted.

As a result of the exercise of the conversion option of the note, the Company fully amortized the remaining balance of the associated debt discount of $155,250 recognizing interest expense for the same amount.

Credit Facility – April 22, 2013

On April 22, 2013, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor lent $63,000 to us in a single installment in exchange for a convertible promissory note with a conversion price equal to the average lowest trading price per share during 5 of the previous 10 trading days. The embedded conversion option cannot be exercised until 180 days from the date of the note and as such, will not be priced until exercisable. The total number of conversion shares is calculated by dividing the amount of the notes by the conversion price.

On September 23, 2013 the investor lent an additional $47,000 in a single installment under the same terms agreement and terms as the previous installment made April 22, 2013.

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Related Party Transactions

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions

4.            Related Party Transactions

As of September 30, 2013 and December 31, 2012, the Company had a related party receivables of $23,771 and $13,196, respectively, related to working interest amounts payable.   Our directors are also officers in the Company.  

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Condensed Consolidated Balance Sheets Parenthetical
Accumulated depletion of evaluted oil and gas properties	$ 301,742	$ 137,120
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	0
Preferred stock, shares outstanding	1,000	0
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	55,335,367	50,339,542
Common stock, shares outstanding	55,335,367	50,339,542

XML

Fair Value Measurements and Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Measurements And Derivative Liabilities Tables

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 January 1, 2013	$	—
Additions due to new convertible debt		346,846
Reclassification of derivative liabilities from additional paid-in capital		197,821
Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable		(70,000	)
Mark to market of debt derivative		(237,679	)
Debt derivative as of September 30, 2013	$	236,988

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CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Statement of Cash Flows [Abstract]
Net (loss)	$ (552,754)	$ (5,871,462)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion expense	89,022	57,224
Accretion expense	3,000	5,271
Amortization of debt discount and non-cash interest expense	274,895	2,176,996
Loss (Gain) on embedded derivatives	(96,088)	3,030,218
Change in assets and liabilities
Accounts receivable	(126,201)	(39,840)
Related party receivable	(10,575)	(3,799)
Other receivable		160,302
Prepaid expenses		(8,394)
Accounts payable and accrued expenses	74,221	179,316
Accrued interest		(9,425)
Other payable	116,516
Net cash (used in) operating activities	(227,964)	(323,593)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties		(274,527)
Net cash used in investing activities		(274,527)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes	279,447	615,000
Net cash provided by financing activities	279,447	615,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	51,483	16,880
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	572,784	593,469
CASH AND CASH EQUIVALENTS - END OF PERIOD	624,267	610,349
NON CASH TRANSACTIONS:
Conversion of convertible notes payable	117,656	2,800,000
Conversion of accrued interest		217,272
Discount from derivative liabilities	210,250	615,000
Discount to additional paid-in capital from relative fair value of warrants		289,520
Reclassification of derivative liabilities from additional paid-in capital	197,821
Settlement of derivative liabilities to additional paid-in capital	$ 70,000	$ 4,493,669

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Cash	$ 624,267	$ 572,784
Accounts receivable	259,459	133,258
Related party receivables	23,771	13,196
Total current assets	907,497	719,238
Evaluated, net of accumulated depletion of $301,742 and $137,120 as of September 30, 2013 and December 31, 2012, respectively	963,701	1,054,322
Unevaluated	261,975	261,975
TOTAL ASSETS	2,133,173	2,035,535
Accounts payable and accrued liabilities	481,505	407,284
Convertible note payable as, of September 30, 2013 and December 31, 2012, respectively	224,409
Embedded derivative liability	236,988
Other payable	592,524	451,939
Total current liabilities	1,535,426	859,223
Asset retirement obligation	53,671	69,316
TOTAL LIABILITIES	1,589,097	928,539
Preferred Stock, Series B, $0.001 par value, 1,000 shares authorized, 1,000 shares issued and 1,000 shares outstanding and no shares issued and outstanding, respectively	1	1
Common stock, $0.001 par value, 100,000,000 shares authorized, 55,335,367 and 50,339,442 shares issued and outstanding as of September 30 2013, and December 31 2012	55,335	50,339
Additional paid-in capital	8,298,137	8,313,299
Accumulated deficit	(7,809,397)	(7,256,643)
Total stockholders' deficit	544,076	1,106,996
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,133,173	$ 2,035,535

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Reclassification (Tables)

9 Months Ended

Sep. 30, 2013

Reclassification Tables

Summary schedule of reclassifications

A summary of these changes by category is as follows:

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE THREE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		194,723						194,723
Operating Income		50,984			(31,686	)		19,298
TOTAL REVENUE		245,707			(31,686	)		214,021
OPERATING EXPENSES (INCOME)
Lease operating expenses		105,827			(7,804	)		98,023
Accretion expense		1,757						1,757
Depletion expense		21,922						21,922
General and administrative		275,002			(23,882	)		251,120
TOTAL OPERATING EXPENSES		404,508			(31,686	)		372,822
NET LOSS BEFORE OTHER EXPENSE		(158,801	)					(158,801	)
OTHER INCOME (EXPENSE)
Interest Expense		21,548						21,548
Gain (Loss) on embedded derivatives		—						—
		21,548			—			21,548
NET INCOME (LOSS)		(137,253	)		—			(137,253	)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012			Reclassification of Previously Reported Activity			ADJUSTED FOR THE NINE MONTHS ENDED SEPTEMBER 30,  2012
Oil and Gas sales		376,140						376,140
Operating Income		149,857			(94,293	)		55,564
TOTAL REVENUE		525,997			(94,293	)		431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses		343,531			(23,064	)		320,467
Accretion expense		5,271						5,271
Depletion expense		57,224						57,224
General and administrative		708,276			(71,229	)		637,047
TOTAL OPERATING EXPENSES		1,114,302			(94,293	)		1,020,009
NET LOSS BEFORE OTHER EXPENSE		(588,305	)					(588,305	)
OTHER INCOME (EXPENSE)
Interest Expense		(2,252,939	)					(2,252,939	)
Gain (Loss) on embedded derivatives		(3,030,218	)					(3,030,218	)
Total other expense		(5,283,157	)		—			(5,283,157	)
NET INCOME (LOSS)		(5,871,462	)		—			(5,871,462	)

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Reclassification - Reclassification (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Oil and Gas sales	$ 106,634	$ 194,723	$ 475,145	$ 376,140
Well operator income	5,250	19,298	21,450	55,564
TOTAL REVENUE	111,884	214,021	496,595	431,704
OPERATING EXPENSES (INCOME)
Lease operating expenses	82,518	98,023	354,930	320,467
Accretion expense	1,000	1,757	3,000	5,271
Depletion expense	14,769	21,922	89,022	57,224
General and administrative	156,042	251,120	423,590	637,047
TOTAL OPERATING EXPENSES	254,329	372,822	870,542	1,020,009
NET LOSS BEFORE OTHER EXPENSE	(142,445)	(158,801)	(373,947)	(588,305)
OTHER INCOME (EXPENSE)
Interest Expense	(193,956)	21,548	(274,895)	(2,252,939)
Gain (Loss) on embedded derivatives	29,186		96,088	(3,030,218)
Total Other Income (Expense)	(164,770)	21,548	(178,807)	(5,283,157)
NET INCOME (LOSS)	(307,215)	(137,253)	(552,754)	(5,871,462)
Previously Reported
Oil and Gas sales		194,723		376,140
Well operator income		50,984		149,857
TOTAL REVENUE		245,707		525,997
OPERATING EXPENSES (INCOME)
Lease operating expenses		105,827		343,531
Accretion expense		1,757		5,271
Depletion expense		21,922		57,224
General and administrative		275,002		708,276
TOTAL OPERATING EXPENSES		404,508		1,114,302
NET LOSS BEFORE OTHER EXPENSE		(158,801)		(588,305)
OTHER INCOME (EXPENSE)
Interest Expense		21,548		(2,252,939)
Gain (Loss) on embedded derivatives				(3,030,218)
Total Other Income (Expense)		21,548		(5,283,157)
NET INCOME (LOSS)		(137,253)		(5,871,462)
Reclassification of Previously Reported Activity
Well operator income		(31,686)		(94,293)
TOTAL REVENUE		(31,686)		(94,293)
OPERATING EXPENSES (INCOME)
Lease operating expenses		(7,804)		(23,064)
General and administrative		(23,882)		(71,229)
TOTAL OPERATING EXPENSES		$ (31,686)		$ (94,293)

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Subsequent Events

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

7.           Subsequent Events

On October 7, 2013, the holder of the February 19, 2013 note exercised a portion of the conversion rights of the note for 1,492,537 shares of common stock at a stock price of $0.0134 for a total of $70,250 principal converted. 

In addition, on October 16, 2013, October 31, 2013 and November 13, 2013 the holder of the January 31, 2013 convertible note exercised a portion of the conversion rights of the note for 1,200,000, 150,000 and 2,200,000 shares of common respectively at stock prices of $0.006, $0.004, and $0.003 respectively for a total of $18,650 principal converted.

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Going Concern

9 Months Ended

Sep. 30, 2013

Going Concern

Going Concern

2.            Going Concern

The Company has incurred a net loss and negative operating cash flows since inception through September 30, 2013. 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.

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Fair Value Measurements and Derivative Liabilities (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Fair Value Measurements And Derivative Liabilities Details
Conversion option liability and embedded warrant liability, beginning
Additions due to new convertible debt	346,846
Reclassification of derivative liabilities from additional paid-in capital	197,821
Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable	(70,000)
Mark to market of debt derivative	(237,679)
Conversion option liability and embedded warrant liability, ending	$ 446,988

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Reclassification (Details Narrative) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Reclassification Details Narrative
Reclassification adjustment	$ 31,686	$ 94,293

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Convertible Note Payable (Details Narrative) (USD $)	9 Months Ended		0 Months Ended							9 Months Ended	0 Months Ended					9 Months Ended	0 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Nov. 13, 2013 Note Purchase Agreement - 1-31-2013	Oct. 31, 2013 Note Purchase Agreement - 1-31-2013	Oct. 16, 2013 Note Purchase Agreement - 1-31-2013	Sep. 26, 2013 Note Purchase Agreement - 1-31-2013	Sep. 09, 2013 Note Purchase Agreement - 1-31-2013	Aug. 13, 2013 Note Purchase Agreement - 1-31-2013	Jan. 31, 2013 Note Purchase Agreement - 1-31-2013	Sep. 30, 2013 Note Purchase Agreement - 1-31-2013	Oct. 07, 2013 Convertible Promissory Note - 2-19-2013	Sep. 26, 2013 Convertible Promissory Note - 2-19-2013	Sep. 06, 2013 Convertible Promissory Note - 2-19-2013	Aug. 26, 2013 Convertible Promissory Note - 2-19-2013	Feb. 19, 2013 Convertible Promissory Note - 2-19-2013	Sep. 30, 2013 Convertible Promissory Note - 2-19-2013	Sep. 23, 2013 Convertible Promissory Note 4-22-2013	Apr. 22, 2013 Convertible Promissory Note 4-22-2013	Sep. 26, 2013 Convertible Promissory Note 4-22-2013	Sep. 06, 2013 Convertible Promissory Note 4-22-2013	Aug. 26, 2013 Convertible Promissory Note 4-22-2013
Face amount									$ 55,000						$ 103,500
Date of issuance									Jan. 31, 2013						Feb. 19, 2013
Maturity date									Jan. 31, 2014
Interest rate									12.00%
Borrowing capacity									400,000
Debt fee									5,000
First installment of credit facility										55,000							47,000	63,000
Second installment of credit facility										25,000
Conversion price, percentage of trading price									60.00%
Debt conversion price, number of trading days to compute conversion price									25 days						10 days			10 days
Debt conversion price, number of days for average price																		5 days
Debt conversion, shares issued			2,200,000	150,000	1,200,000	600,000	300,000	250,000			1,492,537	1,034,483	840,336	478,469
Total principal amount converted										22,410	70,250					90,250
Debt conversion price			$ 0.003	$ 0.004	$ 0.006	$ 0.01160	$ 0.0265	$ 0.03			$ 0.0134								$ 0.145	$ 0.0357	$ 0.0418
Amortization of debt discount, recognized as interest expense	274,895	2,176,996								32,397						155,250
Debt conversion date restriction															180 days			180 days
Penalty percentage															50.00%
Penalty on Convertible Note															51,750
Total proceeds from credit facility																		$ 63,000

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Document And Entity Information (USD $)	9 Months Ended
	Sep. 30, 2013	Nov. 21, 2013
Document And Entity Information
Entity Registrant Name	United American Petroleum Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	This Amendment No.1 is filed to correct and update certain disclosure items. This Amendment No. 1 therefore supersedes the Original Filing in its entirety.
Entity Central Index Key	0001321516
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2013
Entity Common Stock, Par Value Per Share	$ 0.001
Entity Common Stock, Shares Outstanding		55,335,367
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013

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Subsequent Events (Details Narrative) (USD $)	0 Months Ended				9 Months Ended	0 Months Ended						9 Months Ended
	Oct. 07, 2013 Convertible Promissory Note - 2-19-2013	Sep. 26, 2013 Convertible Promissory Note - 2-19-2013	Sep. 06, 2013 Convertible Promissory Note - 2-19-2013	Aug. 26, 2013 Convertible Promissory Note - 2-19-2013	Sep. 30, 2013 Convertible Promissory Note - 2-19-2013	Nov. 13, 2013 Note Purchase Agreement - 1-31-2013	Oct. 31, 2013 Note Purchase Agreement - 1-31-2013	Oct. 16, 2013 Note Purchase Agreement - 1-31-2013	Sep. 26, 2013 Note Purchase Agreement - 1-31-2013	Sep. 09, 2013 Note Purchase Agreement - 1-31-2013	Aug. 13, 2013 Note Purchase Agreement - 1-31-2013	Sep. 30, 2013 Note Purchase Agreement - 1-31-2013
Debt conversion, shares issued	1,492,537	1,034,483	840,336	478,469		2,200,000	150,000	1,200,000	600,000	300,000	250,000
Total principal amount converted	$ 70,250				$ 90,250							$ 22,410
Debt conversion price	$ 0.0134					$ 0.003	$ 0.004	$ 0.006	$ 0.01160	$ 0.0265	$ 0.03