10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2012

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 incorporation or organization)	(I.R.S. Employer Identification No.)

9600 Great Hills Trail, Suite 150W, Austin, TX 78759

(Address of principal executive offices) (Zip Code)

(512) 852-7888

(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x    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). x 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	x

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

As of May 21, 2012, there were 45,240,000 shares of the issuer's $.001 par value common stock issued and outstanding.

1

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED AMERICAN PETROLEUM CORP.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

	MARCH 31,			DECEMBER 31,
	2012			2011
ASSETS
CURRENT ASSET
Cash	$	798,452			593,469
Accounts receivable		99,679			35,405
Related party receivables		-			25,718
Prepaid expenses		10,073			-
Other receivable		188,092			160,302
Total current assets		1,096,296			814,894
Oil and gas properties (full cost method):
Evaluated, net of accumulated depletion of $36,515 and $23,135 as of March 31, 2012 and December 31, 2010, respectively		550,458			528,336
Unevaluated		794,630			617,630
TOTAL ASSETS	$	2,441,384			1,960,860
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities		388,031			217,702
Related party payable		91,970			-
Other payable		440,241			431,151
Total current liabilities		920,242			648,853
Accrued interest		197,633			141,255
Convertible note payable, net of discount of $1,923,110 and $1,561,997     as of March 31, 2012 and December 31, 2011, respectively		661,890			623,003
Embedded derivative liability		5,212,467			1,138,989
Asset retirement obligation		58,193			56,012
TOTAL LIABILITIES		7,050,425			2,608,112
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 100,000,000 shares authorized,         47,250,000 shares issued and  44,000,000 and 4         3,950,000 shares outstanding, respectively		44,000			44,000
Additional paid-in capital		679,946			487,739
Accumulated deficit		(5,332,987	)		(1,178,991	)
Total stockholders' deficit		(4,609,041	)		(647,252	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,441,384			1,960,860

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

3

UNITED AMERICAN PETROLEUM CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE THREE			FOR THE THREE
	MONTHS ENDED			MONTHS ENDED
	MARCH 31, 2012			MARCH 31, 2011
REVENUE
Oil sales	$	38,490		$	7,453
Gas sales		143			-
Well operator income		52,254			27,435
TOTAL REVENUE		90,887			34,888
OPERATING EXPENSES (INCOME)
Lease operating expenses		101,073			7,901
Accretion expense		1,971			299
Depletion expense		13,380			1,657
General and administrative		167,519			280,804
TOTAL OPERATING EXPENSES		283,943			290,661
NET LOSS BEFORE OTHER EXPENSE		(193,056	)		(255,773	)
OTHER INCOME (EXPENSE)
Interest Expense		(95,255	)		(48,993	)
Loss on embedded derivatives		(3,865,685	)		(1,948,147	)
Total other expense		(3,960,940	)		(1,997,140	)
NET INCOME (LOSS)	$	(4,153,996	)	$	(2,252,913	)
INCOME (LOSS) PER SHARE - BASIC		(0.09	)		(0.05	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		44,000,000			43,950,000
The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

UNITED AMERICAN PETROLEUM CORP.

  CONSOLIDATED STATEMENTS OF CASH FLOW

	FOR THE THREE MONTHS ENDED			FOR THE THREE MONTHS ENDED
	MARCH 31, 2012			MARCH 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(4,153,996	)	$	(2,252,913	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depletion expense		13,380			1,657
Accretion expense		1,971			299
Amortization of debt discount		38,887			28,746
Loss on embedded derivatives		3,865,685			1,948,147
Change in assets and liabilities
(Increase) in accounts receivable		(64,274	)		(25,154	)
(Increase) in prepaid expenses		(10,073	)		-
Decrease in related party receivable		25,718			-
Other assets		226,707			-
Other receivable		(27,790	)		(20,016	)
Accounts payable and accrued expenses		226,707			(177,891	)
Increase in related party payable		91,970			-
Other payable		9,090			100,774
Net cash (used in) operating activities		17,275			(396,351	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties		(212,292	)		(5,000	)
Net cash used in investing activities		(212,292	)		(5,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		400,000			400,000
Payment of note payable		-			(250,000	)
Payment of related party notes payable		-			(50,000	)
Net cash provided by financing activities		400,000			100,000
NET INCREASE IN CASH AND CASH EQUIVALENTS		204,983			(301,351	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		593,469			557,344
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	798,452		$	255,993
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-		$	-
NON CASH TRANSACTIONS:
Acquisition of oil and gas properties with payables	$	-		$	84,975
Discount from derivative liabilities	$	400,000		$	-
Discount to additional paid-in capital from relative fair value of warrants	$	192,207		$	-

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

5

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 1.           Nature of Operations and Basis of Presentation

Nature of Operations

4 Phoenix Oil & Gas, LLC, a limited liability company, was formed under the laws of the state of Texas on October 19, 2009 (“Predecessor”).   On August 10, 2010, we formed United American Petroleum Corp. a Company incorporated under the laws of the state of Nevada.  United American Petroleum Corp.’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.  In these notes, the terms “United,” “Company,” “we,” “us,” “successor," or “our” mean United American Petroleum Corp.

On October 15, 2010, United American Petroleum Corp. purchased the Lozano and Marcee working interests from 4 Phoenix Oil and Gas, LLC, triggering predecessor accounting and financial statement presentation.     

Successor company references herein are referring to consolidated information pertaining to United American Petroleum Corp. and our wholly owned subsidiaries.

Predecessor company references herein relate to 4 Phoenix Oil & Gas, LLC a former working interest owner of the Lozano lease.

On December 31, 2010, the Company entered into a Plan of Merger (the “Merger”) with Forgehouse, Inc. and their newly formed wholly-owned subsidiary United PC Acquisition Corp. Following the closing and pursuant to the Plan of Merger, effective as of December 31, 2010, the Company merged with and into United PC Acquisition Corp. with the Company surviving (the “Reverse Merger”). The Company, as a wholly-owned subsidiary of Forgehouse, Inc. was then merged with and into Forgehouse, Inc. and Forgehouse, Inc. changed its name to United American Petroleum Corp. For accounting purposes, the Merger was treated as a reverse merger and a recapitalization of United American Petroleum Corp.

On January 13, 2011, the Company formed a wholly owned subsidiary, UAP Management, LLC, a Texas limited liability company, for the purpose of managing the Gabriel Rosser, LP (see Note 8).

On January 13, 2011, the Company formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating and managing the various interests acquired from Patriot Minerals, LLC (see Note 8).

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 years ended December 31, 2011. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the condensed results for the interim periods. Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. We made certain reclassifications to prior-period amounts to conform to the current presentation.

6

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2.            Going Concern

The Company has incurred a net loss and negative operating cash flows since inception through March 31, 2012. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's management is implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3.            Related Party Payable

As of March 31, 2012 and December 31, 2011, the Company had a related party payable in the amount of $91,970 payable to two Companies with working interest amounts receivable.  Our directors are also officers in these two Companies.

4.            Embedded Derivative Liabilities

Conversion Option Liability

As described in Note 8, the Company has issued convertible notes with certain reset provisions. The Company accounted for these reset provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability at the grant date and to record changes in fair value relating to the conversion option liability in the statement of operations as of each subsequent balance sheet date.   The debt discount related to the convertible note is amortized over the life of the note using the effective interest method.  See Note 5 for a reconciliation of the changes in fair value of the Company’s embedded derivative.  

December 31, 2010 Convertible Note Installments (First Financing)

On March 31, 2012, the Company determined a fair value of $2,387,648 for the conversion option liability for its convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 107.06%, risk free rate of 0.33% and an expected term of approximately 1.75 years.

October 14, 2011 Convertible Note Installments (Second Financing)

On March 31, 2012, the Company determined a fair value of $2,824,819 for the conversion option liability for its convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 101.12%, risk free rate of 0.33% and an expected term of approximately 2.5 years.

Based upon the decrease in the fair value of the conversion option liability, the Company recognized a non-cash gain included in other expense of $3,369,644 for the three months ended March 31, 2012.

7

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5.           Detachable Warrants

As described in Note 8, the Company issued a convertible note with detachable warrants. The Company accounted for these detachable warrants in accordance with ASC 470-20, which requires that the Company calculate the relative fair value of the warrants at the grant date to additional paid-in capital. The Company amortizes the debt discount associated with the warrants over the life of the convertible notes using the effective interest method.

On February 10, 2012, the Company determined a relative fair value of $61,353 for the detachable warrants for the fourth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.77%, risk free rate of 1.04% and an expected term of approximately 5 years.

On March 30, 2012, the Company determined a relative fair value of $130,853 for the detachable warrants for the fifth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.64%, risk free rate of 1.04% and an expected term of approximately 5 years.

6.Fair Value

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

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

	Total		Level 1		Level 2		Level 3
LIABILITIES:
Conversion option liability		5,212,467		-		-		5,212,467

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UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6.   Fair Value (Continued)

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

Beginning balance January 1, 2012	$	1,138,989
Initial recognition of debt derivative from issuance of     February 10, 2012, $150,000 convertible note		189,051
Initial recognition of debt derivative from issuance of     March 30, 2012, $250,000 convertible note		514,783
Mark to market of debt derivative		3,369,644
Ending balance as of March  31, 2012	$	5,212,467

During the period ended March 31, 2012, the loss on embedded derivatives of in the condensed consolidated statement of operations consisted of a loss on the change in fair value of 3,369,644 noted above and a loss of $496,042 which was the amount by which the embedded derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.

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. See Note 4 for Black Scholes Option Pricing Model inputs.

7.    Oil and Gas Properties

On October 15, 2010, the Company paid $250,000 to acquire oil, gas and mineral leases on the Lozano and Marcee properties. As a result of the asset purchase, we own a twenty-five percent (25%) working interest in the Lozano lease, which is a currently producing asset with three wells. The Lozano lease covers approximately 110 gross acres and is located in Frio County, Texas.  The Company has a one hundred percent interest (100%) working interest in the Marcee lease located in Gonzales County Texas. The Marcee lease contains one well, is being developed for production and has proved reserves.

As part of the Reverse Merger, the Company acquired an oil and gas lease in Anchorage, Alaska. Production on the properties has not commenced and there can be no assurance that any hydrocarbons will be economically recoverable; however, pre-production activities, such as a multi-phase exploration program of trenching, sampling, geophysical surveys and test drilling have commenced.

9

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7.           Oil and Gas Properties (Continued)

On January 28, 2011, United American Petroleum Corp. entered and closed a purchase and sale agreement with Patriot Minerals, LLC, a Texas limited liability company for a $5,000 payment to a consultant. The Purchase Agreement provides, among other things, that United American Petroleum Corp. shall purchase multiple undivided working interests to certain existing wells and to certain leases located in Texas. In connection with the Purchase Agreement, United American Petroleum Corp. formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating the various interests set forth in the Purchase Agreement. The properties purchased from Patriot Minerals by United American Petroleum Corp. are producing at December 31, 2011. The Company is currently undergoing various reserve studies to assess potential production and to continue the development of the wells purchased.

On January 28, 2011, United American Petroleum Corp. entered and closed a purchase, sale and participation agreement with Gabriel Rosser, LP (“Gabriel”). The purchase agreement provides that the Company shall purchase Gabriel's undivided 50.83% working interest and 39.131% revenue interest in the Gabriel 2 SWD Gabriel 3, 4, 5, 9, 15, Rosser #2 and #4 and Koi #1wells in exchange for consideration of $10 and the assumed and paid $84,975 of liabilities, which were owed to certain vendors of Gabriel. The properties purchased from Gabriel Rosser, LP by United American Petroleum Corp. are unevaluated and non-producing as of December 31, 2011, and the Company is currently undergoing various reserve studies to assess potential production and develop the wells purchased.

On November 4, 2011, United American Petroleum Corp. entered into and closed an Agreement with Alamo Energy Corp., a Nevada corporation pursuant to which United American acquired a 75% working interest in an oil and gas lease totaling approximately 110 gross acres located in Frio County, Texas and all wellbores and personal property related thereto for the total purchase price of $160,000. The Company currently has a 100% working interest in the Lozano lease, which is a producing property with three wells.

On November 30, 2011, the Company entered into and closed an asset purchase agreement with McKenzie Oil Corp. pursuant to which United American acquired a 100% working interest in what is designated as the McKenzie State Well No. 1, located in Pecos County, Texas, in exchange for an aggregate cash sum of $550,000 and 50,000 shares of the Company’s common stock valued at $40,500. The McKenzie well currently has one producing well valued at $80,655. The remaining wells are classified as unproved.

During the three months ended March 31, 2012 the Company capitalized  $212,292 of  development costs for the Gabriel Rosser and Marcee leases under the full cost method of accounting.

8.         Convertible Note Payable

Credit Facility – October 14, 2011

On October 14, 2011, we entered into a Note and Warrant Purchase Agreement with an investor pursuant to which the investor agreed to lend up to $1,500,000 in multiple installments in exchange for a senior secured convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The first installment of $400,000 was delivered on the date of the Purchase Agreement and we issued 400,000 warrants to the investor in connection with the first installment. The notes matures on October 14, 2014, or upon default, whichever is earlier and bear interest at an annual rate of 10%.

The fourth installment of $150,000 was delivered on February 10, 2012 and we issued 150,000 warrants in connection with the fourth installment.

The fifth installment of $250,000 was delivered on March 30, 2012 and we issued 250,000 warrants in connection with the fifth installment.

Using a pro rata contribution, the Company allocated the proceeds of the February 10, 2012, March 30, 2012 convertible notes first to the relative fair value of the warrants and the remainder to the fair value of the embedded derivative on the date of grant as follows:

10

UNITED AMERICAN PETROLEUM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. Convertible Note Payable (Continued)

Notes issued in 2012

	February 10, 2012			March 30, 2012			Total
Total Proceeds	$	150,000		$	250,000		$	400,000
Allocated to:
Conversion Option Liability		189,051			514,783			703,834
Relative Fair Value of Warrants		61,355			130,853			192,208
		250,406			645,636			896,042
Debt Discount		(150,000	)		(250,000	)		(400,000	)
Loss on debt derivative	$	100,406		$	395,636		$	496,042

During the three months ended March 31, 2012 and 2011, the Company amortized $38,887 and $28,746 of the debt discount to interest expense.

9.          Warrants

Warrant Activity

As described in Note 9, the Company issued a convertible note with detachable warrants.  A summary of warrant activity for the period from December 31, 2011 through March 31, 2012 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding December 31, 2011		2,185,000	$	1.00	4.45 years
Issued		400,000	$	1.00	4.45 years
Exercised		-		-	-
Outstanding March 31, 2012		2,585,000	$	1.00	4.26 years
Exercisable, March  31, 2012		2,585,000	$	1.00	4.26 years

 Shares Reserved for Future Issuance

The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:

Conversion of notes payable	5,170,000
Warrants	2,585,000
Reserved shares at March 31, 2012	7,755,000

10.          Subsequent Events

On April 13, 2012, the Company received a notice of conversion from an investor to convert their convertible note in the amount of $620,000 dated December 31, 2010 for 1,240,000 shares (.50 per share).

11

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

Forward Looking Statements

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

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

Critical Accounting Policy and Estimates. Our 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 March 31, 2012.

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.

12

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 March 31, 2012, there were no outstanding employee stock options.

Recent Accounting Pronouncements

In December 2008, the SEC issued Release No. 33-8995,Modernization of Oil and Gas Reporting (ASC 2010-3), which amended the oil and gas disclosures for oil and gas producers contained in Regulations S-K and S-X, and added a section to Regulation S-K (Subpart 1200) to codify the revised disclosure requirements in Securities Act Industry Guide 2, which was eliminated. The goal of Release No. 33-8995 is to provide investors with a more meaningful and comprehensive understanding of oil and gas reserves. Energy companies affected by Release No. 33-8995 are now required to price proved oil and gas reserves using the unweighted arithmetic average of the price on the first day of each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements, excluding escalations based on future conditions. SEC Release No. 33-8995 is effective beginning for financial statements for fiscal years ending on or after December 31, 2009. The Company adopted SEC Release No. 33-8995 effective December 31, 2009. The impact on the Company's operating results, financial position and cash flows has been recorded in the financial statements and additional disclosures were added to the accompanying notes to the consolidated financial statements for the Company's supplemental oil and gas disclosure.

In January 2010, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) No. 2010-03 Oil and Gas Estimation and Disclosures (ASU 2010-03). This update aligns the current oil and natural gas reserve estimation and disclosure requirements of the Extractive Industries Oil and Gas topic of the FASB Accounting Standards Codification (ASC Topic 932) with the changes required by the SEC final rule ASC 2010-3. As discussed above, ASU 2010-03 expands the disclosures required for equity method investments, revises the definition of oil- and natural gas-producing activities to include nontraditional resources in reserves unless not intended to be upgraded into synthetic oil or natural gas, amends the definition of proved oil and natural gas reserves to require 12-month average pricing in estimating reserves, amends and adds definitions in the Master Glossary that is used in estimating proved oil and natural gas quantities and provides guidance on geographic area with respect to disclosure of information about significant reserves. ASU 2010-03 must be applied prospectively as a change in accounting principle that is inseparable from a change in accounting estimate and is effective for entities with annual reporting periods ending on or after a change in accounting estimate and is effective for entities with annual reporting periods ending on or after December 31, 2009. The Company adopted ASU 2010-03 effective December 31, 2009.

In April 2010, the FASB issued ASU 2010-17, Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

13

There were various other 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, the Company entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”) by and among, the Company, United American Petroleum Corp., a Nevada corporation (“United”), and our newly formed wholly-owned subsidiary, United PC Acquisition Corp., a Nevada corporation. The transaction contemplated under the Merger Agreement 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.

On December 31, 2010, we entered into and closed an Agreement and Plan of Merger (“Merger Agreement”) with our 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 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 in Texas.

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 March 31, 2012, together with notes thereto, which are included in this Quarterly Report.

For the three months ended March 31, 2012, as compared to the three months ended March 31, 2011.

Results of Operations.

Revenues.  We had total revenues of $90,887 for the three months ended March 31, 2012, which were generated from oil sales of $38,490, gas sales of $143 and well operating income of $52,254.  This is in comparison to revenues of $34,888 for the three months ended March 31, 2011, which were generated from oil sales of $7,453 and well operator income of $27,435.  The increase in oil sales between the comparable periods is due to an increase in the number of wells that are now producing. Our well operator income was a result of income derived from oil and gas administrative fees charged by United Operating, LLC to well owners for managing and accounting for the development and production of their oil and gas property interests.

To expand our operations during the next twelve months, we need to generate increased revenues from our existing oil and natural gas leases. Our failure to do so will hinder our ability to increase the size of our operations and to generate additional revenues.

Operating Expenses. For the three months ended March 31, 2012, our total operating expenses were $283,943, which consisted of lease operating expenses of $101,073, accretion expense of $1,971, depletion expense of $13,380, and general and administrative expenses of $167,519.  By comparison, for the three months ended March 31, 2011, our total operating expenses were $290,661, which consisted of lease operating expenses of $7,901, accretion expense of $299, depletion expense of $1,657, and general and administrative expenses of $280,804. The increase in lease operating expenses between the comparable periods is due to workovers that we conducted on our wells.

14

We expect that our future monthly operating expenses for fiscal year 2012 will be similar to our current expense levels, plus additional direct costs relating to newly acquired interests and any additional costs related to maintenance of our wells.  We will continue to incur significant general and administrative expenses, but expect to generate increased revenues after further developing our business.

Other Expenses.  For the three months ended March 31, 2012, we accrued interest expense in the amount of $95,255 related to outstanding note payables and a loss on embedded derivatives of $3,865,685.  This is in comparison to accrued interest expense in the amount of $48,993 and a loss on embedded derivatives of $1,948,147 for the three months ended March 31, 2011.

Net Loss.   For the three months ended March 31, 2012, our net loss was $4,153,996, as compared to a net loss of $2,252,913 for the three months ended March 31, 2011.  The significant increase in our net loss between the comparable periods was directly related to the increase in net other expense for the three months ended March 31, 2012, which increased significantly from the loss on embedded derivatives. We hope to generate additional revenues from our projects to cover our operating costs, which will reduce our net loss in the future.  We cannot guarantee that we will be able to generate additional revenues or, if that we do generate additional revenues, that such increased revenues will reduce our net loss in future periods.

Liquidity and Capital Resources.  As of March 31, 2012, our current assets were $1,096,296, which consisted of cash of $798,452, accounts receivable of $99,679, prepaid expenses of $10,073 and other receivable of $188,092.  Our current assets of $1,096,296, together with our evaluated oil and gas properties of $550,458, net of accumulated depletion of $36,515, and our unevaluated oil and gas properties of $794,630, represent our total assets of $2,441,384 as of March 31, 2012.

On December 31, 2010, we entered into a credit facility with one investor, whereby the investor agreed to lend up to $2,250,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The notes are due on December 31, 2013, or upon default, whichever is earlier, and bear interest at the annual rate of 10%. Pursuant to the credit facility, we issued the following notes and warrants to the investor on the following dates:

Date of Note	Amount of Note	Number of Warrants
December 31, 2010	$620,000	620,000
January 20, 2011	$150,000	150,000
March 9, 2011	$250,000	250,000
June 20, 2011	$75,000	75,000
June 30, 2011	$115,000	115,000
TOTAL	$1,210,000	1,210,000

The agreement provides that the investor will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount.

On October 14, 2011, we entered into a credit facility with an investor unrelated to the investor described above pursuant to which the investor agreed to lend up to $1,500,000 to us in multiple installments in exchange for a convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. Pursuant to the credit facility, we issued the following notes and warrants to the investor on the following dates:

Date of Note	Amount of Note	Number of Warrants
October 14, 2011	$400,000	400,000
November 29, 2011	$550,000	550,000
December 19, 2011	$25,000	25,000
February 10, 2012	$150,000	150,000
March 30, 2012	$250,000	250,000
TOTAL	$1,375,000	1,375,000

15

The agreement provides that the investor will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount.

As of March 31, 2012, we had current liabilities in the amount of $920,242, of which $388,031 were represented by accounts payable and accrued expenses, $91,970 represented by related party payable, and $440,241 represented by other payable.  As of March 31, 2012, we had long-term liabilities of $661,890 related to our convertible note net of discount, an embedded derivative liability of $5,212,467 and an asset retirement obligation of $58,193.

We had no other liabilities and no other long term commitments or contingencies as of March 31, 2012.

As of March 31, 2012, we had cash of $798,452.   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 2012, 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.  These factors raise substantial doubt about our ability to continue as a going concern.  Our management is implementing plans to sustain our cash flow from operating activities and/or acquire additional capital funding (see Note 1).   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.

16

Off-Balance Sheet Arrangements.   We have no off-balance sheet arrangements as of March 31, 2012.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

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 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 officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our 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.

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.

 PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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.

None.

17

Item 6.  Exhibits.

31.1	Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
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
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Schema Document
101.cal	XBRL Taxonomy Calculation Linkbase Document
101.lab	XBRL Taxonomy Label Linkbase Document
101.pre	XBRL Taxonomy Presentation Linkbase Document

18

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: May 21, 2012	By:	/s/ Michael Carey
		Michael Carey
		Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director (Principal Executive and Financial Officer)

19

EX-31.1

Exhibit 31.1

Certification of Principal Executive and Financial Officer

Required By Rule 13a-14(A) of the Securities Exchange Act of 1934

As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Carey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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 are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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: May 21, 2012

/s/ Michael Carey

Michael Carey

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

(Principal Executive and Financial Officer)

1

EX-32.1

Exhibit 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

In connection with the Quarterly Report of United American Petroleum Corp., a Nevada corporation (the “Company”) on Form 10-Q for the period ending March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael Carey, Chief Executive Officer, Chief Financial Officer, President, Treasurer and a directorof the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to United American Petroleum Corp., and will be retained by United American Petroleum Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Michael Carey

Michael Carey

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

(Principal Executive and Financial Officer)

May 21, 2012




1 

XML

Embedded Derivative Liabilities

3 Months Ended

Mar. 31, 2012

Embedded Derivative Liabilities [Abstract]

Embedded Derivative Liabilities

4.            Embedded Derivative Liabilities

Conversion Option Liability

As described in Note 8, the Company has issued convertible notes with certain reset provisions. The Company accounted for these reset provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability at the grant date and to record changes in fair value relating to the conversion option liability in the statement of operations as of each subsequent balance sheet date. The debt discount related to the convertible note is amortized over the life of the note using the effective interest method. See Note 5 for a reconciliation of the changes in fair value of the Company's embedded derivative.

December 31, 2010 Convertible Note Installments (First Financing)

On March 31, 2012, the Company determined a fair value of $2,387,648 for the conversion option liability for its convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 107.06%, risk free rate of 0.33% and an expected term of approximately 1.75 years.

October 14, 2011 Convertible Note Installments (Second Financing)

On March 31, 2012, the Company determined a fair value of $2,824,819 for the conversion option liability for its convertible notes using the Black Scholes Option Pricing Model based upon the following: dividend yield of -0-%, volatility of 101.12%, risk free rate of 0.33% and an expected term of approximately 2.5 years.

Based upon the decrease in the fair value of the conversion option liability, the Company recognized a non-cash gain included in other expense of $3,369,644 for the three months ended March 31, 2012.

XML

Related Party Payable

3 Months Ended

Mar. 31, 2012

Related Party Payable [Abstract]

Related Party Payable [Text Block]

3. Related Party Payable

As of March 31, 2012 and December 31, 2011, the Company had a related party payable in the amount of $91,970 payable to two Companies with working interest amounts receivable. Our directors are also officers in these two Companies.

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
CURRENT ASSET
Cash	$ 798,452	$ 593,469
Accounts receivable	99,679	35,405
Related party receivables	0	25,718
Prepaid expenses	10,073	0
Other receivable	188,092	160,302
Total current assets	1,096,296	814,894
Oil and gas properties (full cost method): Evaluated, net of accumulated depletion of $36,515 and $23,135 as of March 31, 2012 and December 31, 2010, respectively	550,458	528,336
Unevaluated	794,630	617,630
TOTAL ASSETS	2,441,384	1,960,860
CURRENT LIABILITIES
Accounts payable and accrued liabilities	388,031	217,702
Related party payable	91,970	0
Other payable	440,241	431,151
Total current liabilities	920,242	648,853
Accrued interest	197,633	141,255
Convertible note payable, net of discount of $1,923,110 and $1,561,997 as of March 31, 2012 and December 31, 2011, respectively	661,890	623,003
Embedded derivative liability	5,212,467	1,138,989
Asset retirement obligation	58,193	56,012
TOTAL LIABILITIES	7,050,425	2,608,112
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 100,000,000 shares authorized, 47,250,000 shares issued and 44,000,000 and 43,950,000 shares outstanding, respectively	44,000	44,000
Additional paid-in capital	679,946	487,739
Accumulated deficit	(5,332,987)	(1,178,991)
Total stockholders' deficit	(4,609,041)	(647,252)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,441,384	$ 1,960,860

XML

Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2012

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

 1.           Nature of Operations and Basis of Presentation

Nature of Operations

4 Phoenix Oil & Gas, LLC, a limited liability company, was formed under the laws of the state of Texas on October 19, 2009 ("Predecessor"). On August 10, 2010, we formed United American Petroleum Corp. a Company incorporated under the laws of the state of Nevada. United American Petroleum Corp.'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. In these notes, the terms "United," "Company," "we," "us," "successor," or "our" mean United American Petroleum Corp.

On October 15, 2010, United American Petroleum Corp. purchased the Lozano and Marcee working interests from 4 Phoenix Oil and Gas, LLC, triggering predecessor accounting and financial statement presentation.

Successor company references herein are referring to consolidated information pertaining to United American Petroleum Corp. and our wholly owned subsidiaries.

Predecessor company references herein relate to 4 Phoenix Oil & Gas, LLC a former working interest owner of the Lozano lease.

On December 31, 2010, the Company entered into a Plan of Merger (the "Merger") with Forgehouse, Inc. and their newly formed wholly-owned subsidiary United PC Acquisition Corp. Following the closing and pursuant to the Plan of Merger, effective as of December 31, 2010, the Company merged with and into United PC Acquisition Corp. with the Company surviving (the "Reverse Merger"). The Company, as a wholly-owned subsidiary of Forgehouse, Inc. was then merged with and into Forgehouse, Inc. and Forgehouse, Inc. changed its name to United American Petroleum Corp. For accounting purposes, the Merger was treated as a reverse merger and a recapitalization of United American Petroleum Corp.

On January 13, 2011, the Company formed a wholly owned subsidiary, UAP Management, LLC, a Texas limited liability company, for the purpose of managing the Gabriel Rosser, LP (see Note 8).

On January 13, 2011, the Company formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating and managing the various interests acquired from Patriot Minerals, LLC (see Note 8).

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 years ended December 31, 2011. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the condensed results for the interim periods. Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. We made certain reclassifications to prior-period amounts to conform to the current presentation.

XML

Going Concern

3 Months Ended

Mar. 31, 2012

Going Concern [Abstract]

Going Concern

2.            Going Concern

The Company has incurred a net loss and negative operating cash flows since inception through March 31, 2012. 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.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Evaluated, accumulated depletion	$ 36,515	$ 23,135
LIABILITIES AND STOCKHOLDERS' DEFICIT
Convertible note payable, discount	$ 1,923,110	$ 1,561,997
STOCKHOLDERS' DEFICIT
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	47,250,000	47,250,000
Common stock, shares outstanding (in shares)	44,000,000	43,950,000

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 21, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	United American Petroleum Corp.
Entity Central Index Key	0001321516
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		45,240,000
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
REVENUE
Oil sales	$ 38,490	$ 7,453
Gas sales	143	0
Well operator income	52,254	27,435
TOTAL REVENUE	90,887	34,888
OPERATING EXPENSES (INCOME)
Lease operating expenses	101,073	7,901
Accretion expense	1,971	299
Depletion expense	13,380	1,657
General and administrative	167,519	280,804
TOTAL OPERATING EXPENSES	283,943	290,661
NET LOSS BEFORE OTHER EXPENSE	(193,056)	(255,773)
OTHER INCOME (EXPENSE)
Interest Expense	(95,255)	(48,993)
Loss on embedded derivatives	(3,865,685)	(1,948,147)
Total other expense	(3,960,940)	(1,997,140)
NET INCOME (LOSS)	$ (4,153,996)	$ (2,252,913)
INCOME (LOSS) PER SHARE - BASIC (in dollars per share)	$ (0.09)	$ (0.05)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)	44,000,000	43,950,000

XML

Oil and Gas Properties

3 Months Ended

Mar. 31, 2012

Oil and Gas Properties [Abstract]

Oil and Gas Properties

7.    Oil and Gas Properties

On October 15, 2010, the Company paid $250,000 to acquire oil, gas and mineral leases on the Lozano and Marcee properties. As a result of the asset purchase, we own a twenty-five percent (25%) working interest in the Lozano lease, which is a currently producing asset with three wells. The Lozano lease covers approximately 110 gross acres and is located in Frio County, Texas. The Company has a one hundred percent interest (100%) working interest in the Marcee lease located in Gonzales County Texas. The Marcee lease contains one well, is being developed for production and has proved reserves.

As part of the Reverse Merger, the Company acquired an oil and gas lease in Anchorage, Alaska. Production on the properties has not commenced and there can be no assurance that any hydrocarbons will be economically recoverable; however, pre-production activities, such as a multi-phase exploration program of trenching, sampling, geophysical surveys and test drilling have commenced.

On January 28, 2011, United American Petroleum Corp. entered and closed a purchase and sale agreement with Patriot Minerals, LLC, a Texas limited liability company for a $5,000 payment to a consultant. The Purchase Agreement provides, among other things, that United American Petroleum Corp. shall purchase multiple undivided working interests to certain existing wells and to certain leases located in Texas. In connection with the Purchase Agreement, United American Petroleum Corp. formed a wholly owned subsidiary, United Operating, LLC, a Texas limited liability company, for the purpose of operating the various interests set forth in the Purchase Agreement. The properties purchased from Patriot Minerals by United American Petroleum Corp. are producing at December 31, 2011. The Company is currently undergoing various reserve studies to assess potential production and to continue the development of the wells purchased.

On January 28, 2011, United American Petroleum Corp. entered and closed a purchase, sale and participation agreement with Gabriel Rosser, LP ("Gabriel"). The purchase agreement provides that the Company shall purchase Gabriel's undivided 50.83% working interest and 39.131% revenue interest in the Gabriel 2 SWD Gabriel 3, 4, 5, 9, 15, Rosser #2 and #4 and Koi #1wells in exchange for consideration of $10 and the assumed and paid $84,975 of liabilities, which were owed to certain vendors of Gabriel. The properties purchased from Gabriel Rosser, LP by United American Petroleum Corp. are unevaluated and non-producing as of December 31, 2011, and the Company is currently undergoing various reserve studies to assess potential production and develop the wells purchased.

On November 4, 2011, United American Petroleum Corp. entered into and closed an Agreement with Alamo Energy Corp., a Nevada corporation pursuant to which United American acquired a 75% working interest in an oil and gas lease totaling approximately 110 gross acres located in Frio County, Texas and all wellbores and personal property related thereto for the total purchase price of $160,000. The Company currently has a 100% working interest in the Lozano lease, which is a producing property with three wells.

On November 30, 2011, the Company entered into and closed an asset purchase agreement with McKenzie Oil Corp. pursuant to which United American acquired a 100% working interest in what is designated as the McKenzie State Well No. 1, located in Pecos County, Texas, in exchange for an aggregate cash sum of $550,000 and 50,000 shares of the Company's common stock valued at $40,500. The McKenzie well currently has one producing well valued at $80,655. The remaining wells are classified as unproved.

During the three months ended March 31, 2012 the Company capitalized $212,292 of development costs for the Gabriel Rosser and Marcee leases under the full cost method of accounting.

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Fair Value

3 Months Ended

Mar. 31, 2012

Fair Value [Abstract]

Fair Value

6.Fair Value

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

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

	Total		Level 1		Level 2		Level 3
LIABILITIES:
Conversion option liability		5,212,467		-		-		5,212,467

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

Beginning balance January 1, 2012	$	1,138,989
Initial recognition of debt derivative from issuance of February 10, 2012, $150,000 convertible note		189,051
Initial recognition of debt derivative from issuance of March 30, 2012, $250,000 convertible note		514,783
Mark to market of debt derivative		3,369,644
Ending balance as of March 31, 2012	$	5,212,467

During the period ended March 31, 2012, the loss on embedded derivatives of in the condensed consolidated statement of operations consisted of a loss on the change in fair value of 3,369,644 noted above and a loss of $496,042 which was the amount by which the embedded derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.

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. See Note 4 for Black Scholes Option Pricing Model inputs.

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Subsequent Events

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

On April 13, 2012, the Company received a notice of conversion from an investor to convert their convertible note in the amount of $620,000 dated December 31, 2010 for 1,240,000 shares (.50 per share).

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Convertible Note Payable

3 Months Ended

Mar. 31, 2012

Convertible Note Payable [Abstract]

Convertible Note Payable

8.         Convertible Note Payable

Credit Facility - December 31, 2010

On October 14, 2011, we entered into a Note and Warrant Purchase Agreement with an investor pursuant to which the investor agreed to lend up to $1,500,000 in multiple installments in exchange for a senior secured convertible promissory note with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $1.00 per share in the amount of each installment. The first installment of $400,000 was delivered on the date of the Purchase Agreement and we issued 400,000 warrants to the investor in connection with the first installment. The notes matures on October 14, 2014, or upon default, whichever is earlier and bear interest at an annual rate of 10%.

The fourth installment of $150,000 was delivered on February 10, 2012 and we issued 150,000 warrants in connection with the fourth installment.

The fifth installment of $250,000 was delivered on March 30, 2012 and we issued 250,000 warrants in connection with the fifth installment.

Using a pro rata contribution, the Company allocated the proceeds of the February 10, 2012, March 30, 2012 convertible notes first to the relative fair value of the warrants and the remainder to the fair value of the embedded derivative on the date of grant as follows:

Notes issued in 2012

	February 10, 2012			March 30, 2012			Total
Total Proceeds	$	150,000		$	250,000		$	400,000
Allocated to:
Conversion Option Liability		189,051			514,783			703,834
Relative Fair Value of Warrants		61,355			130,853			192,208
		250,406			645,636			896,042
Debt Discount		(150,000	)		(250,000	)		(400,000	)
Loss on debt derivative	$	100,406		$	395,636		$	496,042

During the three months ended March 31, 2012 and 2011, the Company amortized $38,887 and $28,746 of the debt discount to interest expense.

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Warrants

3 Months Ended

Mar. 31, 2012

Warrants [Abstract]

Warrants

9.          Warrants

Warrant Activity

As described in Note 9, the Company issued a convertible note with detachable warrants.  A summary of warrant activity for the period from December 31, 2011 through March 31, 2012 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding December 31, 2011		2,185,000	$	1.00	4.45 years
Issued		400,000	$	1.00	4.45 years
Exercised		-		-	-
Outstanding March 31, 2012		2,585,000	$	1.00	4.26 years
Exercisable, March  31, 2012		2,585,000	$	1.00	4.26 years

 Shares Reserved for Future Issuance

The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:

Conversion of notes payable	5,170,000
Warrants	2,585,000
Reserved shares at December 31, 2011	7,755,000

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CONSOLIDATED STATEMENTS OF CASH FLOW (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (4,153,996)	$ (2,252,913)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion expense	13,380	1,657
Accretion expense	1,971	299
Amortization of debt discount	38,887	28,746
Loss on embedded derivatives	3,865,685	1,948,147
Change in assets and liabilities
(Increase) in accounts receivable	(64,274)	(25,154)
(Increase) in prepaid expenses	(10,073)	0
Decrease in related party receivable	25,718
Other receivable	(27,790)	(20,016)
Accounts payable and accrued expenses	226,707	(177,891)
Increase in related party payable	91,970	0
Other payable	9,090	100,774
Net cash (used in) operating activities	17,275	(396,351)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of oil and gas properties	(212,292)	(5,000)
Net cash used in investing activities	(212,292)	(5,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes	400,000	400,000
Payment of note payable	0	(250,000)
Payment of related party notes payable	0	(50,000)
Net cash provided by financing activities	400,000	100,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	204,983	(301,351)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	593,469	557,344
CASH AND CASH EQUIVALENTS - END OF PERIOD	798,452	255,993
Cash paid during the period for:
Interest	0	0
Taxes	0	0
NON CASH TRANSACTIONS:
Acquisition of oil and gas properties with payables	0	84,975
Discount from derivative liabilities	400,000	0
Discount to additional paid-in capital from relative fair value of warrants	$ 192,207	$ 0

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Detachable Warrants

3 Months Ended

Mar. 31, 2012

Warrants [Abstract]

Detachable Warrants

5.           Detachable Warrants

As described in Note 8, the Company issued a convertible note with detachable warrants. The Company accounted for these detachable warrants in accordance with ASC 470-20, which requires that the Company calculate the relative fair value of the warrants at the grant date to additional paid-in capital. The Company amortizes the debt discount associated with the warrants over the life of the convertible notes using the effective interest method.

On February 10, 2012, the Company determined a relative fair value of $61,353 for the detachable warrants for the fourth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.77%, risk free rate of 1.04% and an expected term of approximately 5 years.

On March 30, 2012, the Company determined a relative fair value of $130,853 for the detachable warrants for the fifth installment of the convertible notes. In calculating the relative fair value of the warrants the Company used the Black Scholes Option Pricing Model based upon the following assumptions: dividend yield of -0-%, volatility of 110.64%, risk free rate of 1.04% and an expected term of approximately 5 years.