UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-Q

|x | QUARTERLY
                                         REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
        For
the quarterly period ended June 30, 2014            
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.xYesoNo



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).xYesoNo



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).oYesxNo



As
of June 30, 2014, there were 117,480,955 shares of the issuers $0.001 par value common stock issued and outstanding.

1





TABLE
OF CONTENTS

|                                    
|------------------------------------
|                                    
|PART I
        FINANCIAL INFORMATION
|Item 1.                             
|Item 2.                             
|Item 3.                             
|Item 4.                             

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                                     | 18
|Item 5.     | Other Information                                           | 18
|Item 6.     | Exhibits                                                    | 18

2





PART
I - FINANCIAL INFORMATION

Item
1. Financial Statements.



UNITED
AMERICAN PETROLEUM, INC.

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                               |  | JUNE 30, 2014 |            |   | DECEMBER 31, 2013 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | -
|                                                                                                                                                                                               |  | (Unaudited)   |            |   |                   |  
|ASSETS                                                                                                                                                                                         |  |               |            |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|CURRENT ASSET                                                                                                                                                                                  |  |               |            |   |                   |  
|Cash                                                                                                                                                                                           |  | $             | 349,147    |   |                   | $
|Accounts receivable, net of allowance for uncollectible accounts                                                                                                                               |  |               | 67,656     |   |                   |  
|Related party receivables                                                                                                                                                                      |  |               | 97,493     |   |                   |  
|Total current assets                                                                                                                                                                           |  |               | 514,296    |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|Oil and gas properties (full cost method):                                                                                                                                                     |  |               |            |   |                   |  
|Evaluated, net of accumulated depletion of $282,156 and $236,614 as of June 30, 2014 and December 31, 2013, respectively                                                                       |  |               | 481,943    |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|TOTAL ASSETS                                                                                                                                                                                   |  |               | 996,239    |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                 |  |               |            |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                                            |  |               |            |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                                       |  |               | 647,112    |   |                   |  
|Convertible note payable, net of debt discount of $0 and $26,758 as of June 30, 2014 and December 31, 2013, respectively                                                                       |  |               | 111,336    |   |                   |  
|Embedded derivative liability                                                                                                                                                                  |  |               | 107,537    |   |                   |  
|Deferred gain on sale of assets                                                                                                                                                                |  |               | 7,500      |   |                   |  
|Other payable                                                                                                                                                                                  |  |               | 576,478    |   |                   |  
|Total current liabilities                                                                                                                                                                      |  |               | 1,449,963  |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|Asset retirement obligation                                                                                                                                                                    |  |               | 115,786    |   |                   |  
|TOTAL LIABILITIES                                                                                                                                                                              |  |               | 1,565,749  |   |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                 |  |               |            |   |                   |  
|Preferred Stock, Series B, $0.001 par value, 1,000 shares authorized, 1,000 shares issued and 1,000 share outstanding and no shares issued and outstanding, respectively                       |  |               | 1          |   |                   |  
|Common stock, $0.001 par value, 750,000,000 shares authorized, 117,480,955 shares issued and outstanding as of June 30, 2014 and 86,875,192 shares issued and outstanding at December 31, 2013 |  |               | 117,481    |   |                   |  
|Additional paid-in capital                                                                                                                                                                     |  |               | 8,378,816  |   |                   |  
|Accumulated deficit                                                                                                                                                                            |  |               | (9,065,808 | ) |                   |  
|Total stockholders deficit                                                                                                                                                                    |  |               | (569,510   | ) |                   |  
|                                                                                                                                                                                               |  |               |            |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                           |  | $             | 996,239    |   |                   | $



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

3





UNITED
AMERICAN PETROLEUM, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

FOR
THE THREE MONTHS PERIODS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)



|                                                                  |  | THREE MONTHS        |             |   | THREE MONTHS        |   |            | SIX MONTHS          |  |   | SIX MONTHS          |  
|----------------------------------------------------------------- |  | ------------------- | ----------- | - | ------------------- | - | ---------- | ------------------- |  | - | ------------------- | -
|                                                                  |  | ENDED JUNE 30, 2014 |             |   | ENDED JUNE 30, 2013 |   |            | ENDED JUNE 30, 2014 |  |   | ENDED JUNE 30, 2013 |  
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|REVENUE                                                           |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|Oil and Gas sales                                                 |  | $                   | 171,022     |   |                     | $ | 238,165    |                     |  | $ | 305,282             |  
|Operator Income                                                   |  |                     | 2,175       |   |                     |   | 10,150     |                     |  |   | 5,100               |  
|TOTAL REVENUE                                                     |  |                     | 173,197     |   |                     |   | 248,315    |                     |  |   | 310,382             |  
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|OPERATING EXPENSES                                                |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|Lease operating expenses                                          |  |                     | 113,878     |   |                     |   | 196,951    |                     |  |   | 253,136             |  
|Bad debt expense                                                  |  |                     | —           |   |                     |   | —          |                     |  |   | 12,660              |  
|Accretion expense                                                 |  |                     | 3,000       |   |                     |   | 1,000      |                     |  |   | 6,186               |  
|Depletion expense                                                 |  |                     | 25,655      |   |                     |   | 55,889     |                     |  |   | 45,542              |  
|General and administrative                                        |  |                     | 145,078     |   |                     |   | 103,043    |                     |  |   | 399,312             |  
|TOTAL OPERATING EXPENSES                                          |  |                     | 287,611     |   |                     |   | 356,883    |                     |  |   | 716,836             |  
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|NET LOSS BEFORE OTHER EXPENSE                                     |  |                     | (114,414    | ) |                     |   | (108,568   | )                   |  |   | (406,454            | )
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|OTHER INCOME (EXPENSE)                                            |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|Interest (expense) income                                         |  |                     | (74,804     | ) |                     |   | (63,688    | )                   |  |   | (179,540            | )
|Gain on embedded derivatives                                      |  |                     | 40,661      |   |                     |   | 42,382     |                     |  |   | 126,397             |  
|Other income                                                      |  |                     | 102,810     |   |                     |   | —          |                     |  |   | —                   |  
|Total other income (expense)                                      |  |                     | 68,667      |   |                     |   | (21,306    | )                   |  |   | (53,143             | )
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|NET LOSS                                                          |  | $                   | (45,747     | ) |                     | $ | (129,874   | )                   |  | $ | (459,597            | )
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|LOSS PER SHARE - BASIC AND DILUTED                                |  |                     | (0.00       | ) |                     |   | (0.00      | )                   |  |   | (0.00               | )
|                                                                  |  |                     |             |   |                     |   |            |                     |  |   |                     |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED |  |                     | 100,147,625 |   |                     |   | 50,339,543 |                     |  |   | 98,401,988          |  



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

4





UNITED
AMERICAN PETROLEUM, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOW

(UNAUDITED)



|                                                                                     |  | SIX MONTHS          |          |   | SIX MONTHS          |  
|------------------------------------------------------------------------------------ |  | ------------------- | -------- | - | ------------------- | -
|                                                                                     |  | ENDED JUNE 30, 2014 |          |   | ENDED JUNE 30, 2013 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |  |                     |          |   |                     |  
|Net income (loss)                                                                    |  | $                   | (459,597 | ) |                     | $
|                                                                                     |  |                     |          |   |                     |  
|Adjustments to reconcile net loss to net cash provided used in operating activities: |  |                     |          |   |                     |  
|Bad debt expense                                                                     |  |                     | 12,660   |   |                     |  
|Accretion expense                                                                    |  |                     | 6,186    |   |                     |  
|Penalty on convertible note                                                          |  |                     | —        |   |                     |  
|Depletion expense                                                                    |  |                     | 45,542   |   |                     |  
|Amortization of debt discount                                                        |  |                     | 179,540  |   |                     |  
|(Gain) loss on embedded derivatives                                                  |  |                     | (126,397 | ) |                     |  
|Reduction in full cost pool due to operator income from owned wells                  |  |                     | 105,297  |   |                     |  
|                                                                                     |  |                     |          |   |                     |  
|Change in assets and liabilities:                                                    |  |                     |          |   |                     |  
|Accounts receivable                                                                  |  |                     | 38,736   |   |                     |  
|Related party receivable                                                             |  |                     | 2,043    |   |                     |  
|Accounts payable and accrued expenses                                                |  |                     | (406,361 | ) |                     |  
|Other payable                                                                        |  |                     | (5,800   | ) |                     |  
|Net cash used in operating activities                                                |  |                     | (608,151 | ) |                     |  
|                                                                                     |  |                     |          |   |                     |  
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                             |  |                     |          |   |                     |  
|Acquisition of oil and gas properties                                                |  |                     | —        |   |                     |  
|Proceeds from sale of oil and gas properties                                         |  |                     | 400,000  |   |                     |  
|Net cash provided by (used in) investing activities                                  |  |                     | 400,000  |   |                     |  
|                                                                                     |  |                     |          |   |                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                |  |                     |          |   |                     |  
|Proceeds from convertible notes                                                      |  |                     | —        |   |                     |  
|Net cash provided by financing activities                                            |  |                     | —        |   |                     |  
|                                                                                     |  |                     |          |   |                     |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 |  |                     | (208,151 | ) |                     |  
|                                                                                     |  |                     |          |   |                     |  
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                      |  |                     | 557,298  |   |                     |  
|                                                                                     |  |                     |          |   |                     |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                                            |  | $                   | 349,147  |   |                     | $
|                                                                                     |  |                     |          |   |                     |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                  |  |                     |          |   |                     |  
|Cash paid during the period for:                                                     |  |                     |          |   |                     |  
|Interest                                                                             |  | $                   | —        |   |                     | $
|Taxes                                                                                |  | $                   | —        |   |                     | $
|                                                                                     |  |                     |          |   |                     |  
|NON CASH TRANSACTIONS:                                                               |  |                     |          |   |                     |  
|Revision of ARO liability estimates                                                  |  | $                   | 3,127    |   |                     | $
|Discount from derivatives                                                            |  | $                   | 152,810  |   |                     | $
|Conversion of principal and interest to common shares                                |  | $                   | 53,550   |   |                     | $
|Settlement of derivative liability                                                   |  | $                   | —        |   |                     | $
|Reclassification of derivative liability                                             |  | $                   | 58,384   |   |                     | $
|Settlement of legal expenses through exchange of property                            |  | $                   | 93,525   |   |                     | $



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

5





UNITED
AMERICAN PETROLEUM CORP.

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



| | 1. | Nature
of Operations and Basis of Presentation
| | -- | ----------------------------------------------



Nature
of Operations

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



Basis
of Presentation

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

| | 2. | Going
Concern
| | -- | -------------



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

| | 3. | Related
Party Transactions
| | -- | --------------------------



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

| | 4. | Convertible
Notes and Detached Warrants
| | -- | ---------------------------------------



Convertible
Promissory Note – January 31, 2013

On
January 31, 2013, we entered into a convertible promissory note (Note) with JMJ Financial (JMJ) pursuant
to which JMJ agreed to lend the Company up to $400,000 in multiple installments in exchange for a senior secured

6





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



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



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



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



Convertible
Note – February 19, 2013



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



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



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



Convertible
Note – April 22, 2013



On
April 22, 2013, we entered into another Note with Asher pursuant to which Asher lent $63,000 (minus fees of $3,000) to us
in a single installment with a conversion price equal to 60% of the average lowest trading price per share during 5 of the previous
10 trading days.

7





On
January 7, 2014, Asher converted $5,240 of principal of the Note into 2,757,895 shares of common stock. On January 13, 2014, Asher
converted $4,950 of principal of the Note into 2,750,000 shares of common stock.



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



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



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



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



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



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



| | 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).                                                                            



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 |  |       | — |  |         |  | — |         |  |  | —       | 
|                            |  |       |   |  |         |  |   |         |  |  |         | 

8





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



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





|Beginning balance December 31, 2013                                                                                 |  | $ | 139,508  |  
|------------------------------------------------------------------------------------------------------------------- |  | - | -------- | -
|                                                                                                                    |  |   |          |  
|Additions due to new convertible debt                                                                               |  |   | 152,810  |  
|                                                                                                                    |  |   |          |  
|Reclassification of derivative liabilities to additional paid-in capital due to conversion of related notes payable |  |   | (58,384  | )
|                                                                                                                    |  |   |          |  
|Mark to market of debt derivative                                                                                   |  |   | (126,397 | )
|                                                                                                                    |  |   |          |  
|Debt derivative as of June 30, 2014                                                                                 |  | $ | 107,537  |  



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



| | 6. | Commitments
and Contingencies
| | -- | -----------------------------



Legal
matters



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



|7. | Recent Events
|-- | -------------



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



9





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







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





| | 8. | Subsequent
Events
| | -- | -----------------



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



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



Forward
Looking Statements



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



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



Critical
Accounting Policy and Estimates.



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



The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
for the period ended June 30, 2014, together with notes thereto, which are included in this Quarterly Report.



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

10





Results
of Operations for the three months ended June 30, 2014, as compared to the three months ended June 30, 2013



Revenues.  We
had total revenues of $173,197 for the three months ended June 30, 2014, which were generated from oil and gas sales of $171,022
and well operating revenues of $2,175.  This was a $75,118 decrease from total revenues of $248,315 for the three months
ended June 30, 2013, which were generated from oil and gas sales of $238,165 and well operation revenues of $10,150. Barrels of
oil per day produced (BOPD) decreased to an average of 21.73 BOPD from 27.91 BOPD for the three months ended June 30, 2013.



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



The
following table sets forth the revenue and production data for the three months ended June 30, 2014 and 2013.





|                                            |  | THREE MONTHS   |         |  | THREE MONTHS   |   |         |            |  |   |            |  
|------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------- | ---------- |  | - | ---------- | -
|                                            |  | ENDED JUNE 30, |         |  | ENDED JUNE 30, |   |         | INCREASE   |  |   | % INCREASE |  
|                                            |  | 2014           |         |  | 2013           |   |         | (DECREASE) |  |   | (DECREASE) |  
|REVENUES                                    |  |                |         |  |                |   |         |            |  |   |            |  
|Oil and Gas Revenues                        |  | $              | 171,022 |  |                | $ | 238,165 |            |  | $ | (67,143    | )
|Administrative revenues                     |  |                | 2,175   |  |                |   | 10,150  |            |  |   | (7,975     | )
|Total Revenues                              |  |                | 173,197 |  |                |   | 248,315 |            |  |   | (75,118    | )
|                                            |  |                |         |  |                |   |         |            |  |   |            |  
|PRODUCTION:                                 |  |                |         |  |                |   |         |            |  |   |            |  
|Total production (Barrel of Oil Equivalent) |  |                | 1,956   |  |                |   | 2,512   |            |  |   | (556       | )
|Barrels of Oil Equivalent per day           |  |                | 21.73   |  |                |   | 27.91   |            |  |   | (3         | )
|                                            |  |                |         |  |                |   |         |            |  |   |            |  
|AVERAGE SALES PRICES:                       |  |                |         |  |                |   |         |            |  |   |            |  
|Price per Barrel of Oil Equivalent          |  | $              | 87.43   |  |                | $ | 94.81   |            |  | $ | (7         | )



Operating
Expenses.  For the three months ended June 30, 2014, our total operating expenses were $287,611, which consisted of lease
operating expenses of $113,878, accretion expense of $3,000, depletion expense of $25,655 and general and administrative
expenses of $145,078.  By comparison, for the three months ended June 30, 2013, our total operating expenses were $356,883,
which consisted of lease operating expenses of $196,951, accretion expense of $1,000, depletion expense of $55,889, and general
and administrative expenses of $103,043.



The
following table sets forth information relating to our operating expenses for the three months ended June 30, 2014 and 2013.

11





|                                                            |  | THREE MONTHS   |         |  | THREE MONTHS   |   |         |            |  |   |            |  
|----------------------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------- | ---------- |  | - | ---------- | -
|                                                            |  | ENDED JUNE 30, |         |  | ENDED JUNE 30, |   |         | INCREASE   |  |   | % INCREASE |  
|                                                            |  | 2014           |         |  | 2013           |   |         | (DECREASE) |  |   | (DECREASE) |  
|LEASE OPERATING EXPENSES                                    |  |                |         |  |                |   |         |            |  |   |            |  
|Lease operating expenses                                    |  | $              | 110,346 |  |                | $ | 100,708 |            |  | $ | 9,638      |  
|Workover expenses                                           |  |                | 1,167   |  |                |   | 92,613  |            |  |   | (91,446    | )
|Legal, title and administrative well expenses               |  |                | 2,365   |  |                |   | 3,630   |            |  |   | (1,265     | )
|Total Lease Operating expenses                              |  |                | 113,878 |  |                |   | 196,951 |            |  |   | (83,073    | )
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|DEPLETION AND ACCRETION EXPENSE                             |  |                |         |  |                |   |         |            |  |   |            |  
|Depreciation, depletion, amortization and accretion expense |  |                | 28,655  |  |                |   | 56,889  |            |  |   | (28,234    | )
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|BAD DEBT EXPENSE                                            |  |                |         |  |                |   |         |            |  |   |            |  
|Bad debt expense                                            |  |                | —       |  |                |   | —       |            |  |   | —          |  
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|GENERAL AND ADMINISTRATIVE EXPENSES                         |  |                |         |  |                |   |         |            |  |   |            |  
|SEC related general and administrative expenses             |  | $              | 6,998   |  |                | $ | 36,604  |            |  | $ | (29,604    | )
|Employee and officer expenses                               |  |                | 52,446  |  |                |   | 39,970  |            |  |   | 12,476     |  
|Other general and administrative                            |  |                | 85,634  |  |                |   | 26,469  |            |  |   | 59,165     |  
|Total General and Administrative expenses                   |  |                | 145,078 |  |                |   | 103,043 |            |  |   | 42,035     |  
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|TOTAL OPERATING EXPENSES                                    |  |                | 287,610 |  |                |   | 356,883 |            |  |   | (69,273    | )



For
the three months ended June 30, 2014 we incurred well operating expenses of $110,346, an increase of $9,638 or 10% compared to
the three months ended June 30, 2013, as a result of Company conducting incurring higher extraction costs on its wells during
2014.



During
the three months ended June 30, 2014 compared to the three months ended June 30, 2013, our depreciation, depletion, amortization,
and accretion expenses decreased by $28,234, or 50%. These expenses decreased largely due to lower depletion expense based on
revised well life and production estimates from December 31, 2013.



The
increase in general and administrative expenses of $42,034 or 41% during the three months ended June 30, 2014, compared to the
prior period, was largely due to an increase in officer compensation and other general and administrative expenses.



Net
Operating Loss.For the three months ended June 30, 2014, our total net operating loss was $114,413 as compared
to a net operating loss of $108,568 for the three months ended June 30, 2013, an increase of $5,845 or 5% from the prior period.
Our net operating loss remained largely the same due to the offsetting decrease in both revenue and operating expenses.



Other
Income (Expense).   For the three months ended June 30, 2014, we incurred interest expense of $74,804
associated with the amortization of debt discount related to the conversion features on our convertible notes, compared to interest
expense of $63,688 for the three months ended June 30, 2013, relating to our outstanding convertible promissory notes. We recorded
a gain on embedded derivatives of $40,661 for the three months ended June 30, 2014 compared to a gain on embedded derivatives
of $42,382 for the three months ended June 30, 2013. We also reversed a $102,810 penalty due to default on a convertible note
for the three months ended June 30, 2014, compared to no penalties recognized or reversed for the three months ended June 30,
2013.



Net
Loss.    For the three months ended June 30, 2014, our net loss was $35,747 as compared to a net loss of $129,874
for the three months ended June 30, 2013, an improvement of $94,127 or 72% from the prior period. The decrease in net loss for
the current quarter was largely due to the reversal of the Asher penalty described above.

12





Results
of Operations for the six months ended June 30, 2014, as compared to the six months ended June 30, 2013



Revenues.  We
had total revenues of $310,382 for the six months ended June 30, 2014, which were generated from oil and gas sales of $305,282
and well operating revenues of $5,100.  This was a $74,329 decrease from total revenues of $384,711 for the six months
ended June 30, 2013, which were generated from oil and gas sales of $272,412 and well operation revenues of $16,200. Barrels of
oil per day produced (BOPD) decreased to an average of 19.29 BOPD from 22.07 BOPD for the six months ended June 30, 2013.



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



The
following table sets forth the revenue and production data for the six months ended June 30, 2014 and 2013.





|                                            |  | SIX MONTHS     |         |  | SIX MONTHS     |   |         |            |  |   |            |  
|------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------- | ---------- |  | - | ---------- | -
|                                            |  | ENDED JUNE 30, |         |  | ENDED JUNE 30, |   |         | INCREASE   |  |   | % INCREASE |  
|                                            |  | 2014           |         |  | 2013           |   |         | (DECREASE) |  |   | (DECREASE) |  
|REVENUES                                    |  |                |         |  |                |   |         |            |  |   |            |  
|Oil and Gas Revenues                        |  | $              | 305,282 |  |                | $ | 368,511 |            |  | $ | (63,229    | )
|Administrative revenues                     |  |                | 5,100   |  |                |   | 16,200  |            |  |   | (11,100    | )
|Total Revenues                              |  |                | 310,382 |  |                |   | 384,711 |            |  |   | (74,329    | )
|                                            |  |                |         |  |                |   |         |            |  |   |            |  
|PRODUCTION:                                 |  |                |         |  |                |   |         |            |  |   |            |  
|Total production (Barrel of Oil Equivalent) |  |                | 3,472   |  |                |   | 3,972   |            |  |   | (500       | )
|Barrels of Oil Equivalent per day           |  |                | 19.29   |  |                |   | 22.07   |            |  |   | (3         | )
|                                            |  |                |         |  |                |   |         |            |  |   |            |  
|AVERAGE SALES PRICES:                       |  |                |         |  |                |   |         |            |  |   |            |  
|Price per Barrel of Oil Equivalent          |  | $              | 87.91   |  |                | $ | 92.78   |            |  | $ | (5         | )



Operating
Expenses.  For the six months ended June 30, 2014, our total operating expenses were $716,836, which consisted of lease
operating expenses of $253,136, accretion expense of $6,186, depletion expense of $45,542, bad debt expense of $12,660 and general
and administrative expenses of $399,312.  By comparison, for the six months ended June 30, 2013, our total operating
expenses were $616,213, which consisted of lease operating expenses of $272,412, accretion expense of $2,000, depletion expense
of $74,253, and general and administrative expenses of $267,548.



The
following table sets forth information relating to our operating expenses for the six months ended June 30, 2014 and 2013.

13





|                                                            |  | SIX MONTHS     |         |  | SIX MONTHS     |   |         |            |  |   |            |  
|----------------------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------- | ---------- |  | - | ---------- | -
|                                                            |  | ENDED JUNE 30, |         |  | ENDED JUNE 30, |   |         | INCREASE   |  |   | % INCREASE |  
|                                                            |  | 2014           |         |  | 2013           |   |         | (DECREASE) |  |   | (DECREASE) |  
|LEASE OPERATING EXPENSES                                    |  |                |         |  |                |   |         |            |  |   |            |  
|Lease operating expenses                                    |  | $              | 246,070 |  |                | $ | 151,894 |            |  | $ | 94,176     |  
|Workover expenses                                           |  |                | 1,946   |  |                |   | 115,926 |            |  |   | (113,980   | )
|Legal, title and administrative well expenses               |  |                | 5,120   |  |                |   | 4,592   |            |  |   | 528        |  
|Total Lease Operating expenses                              |  |                | 253,136 |  |                |   | 272,412 |            |  |   | (19,274    | )
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|DEPLETION AND ACCRETION EXPENSE                             |  |                |         |  |                |   |         |            |  |   |            |  
|Depreciation, depletion, amortization and accretion expense |  |                | 51,728  |  |                |   | 76,253  |            |  |   | (24,525    | )
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|BAD DEBT EXPENSE                                            |  |                |         |  |                |   |         |            |  |   |            |  
|Bad debt expense                                            |  |                | 12,660  |  |                |   | —       |            |  |   | 12,660     |  
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|GENERAL AND ADMINISTRATIVE EXPENSES                         |  |                |         |  |                |   |         |            |  |   |            |  
|SEC related general and administrative expenses             |  | $              | 45,590  |  |                | $ | 143,911 |            |  | $ | (98,321    | )
|Employee and officer expenses                               |  |                | 204,998 |  |                |   | 73,506  |            |  |   | 131,492    |  
|Other general and administrative                            |  |                | 148,722 |  |                |   | 50,131  |            |  |   | 98,591     |  
|Total General and Administrative expenses                   |  |                | 399,312 |  |                |   | 267,548 |            |  |   | 131,764    |  
|                                                            |  |                |         |  |                |   |         |            |  |   |            |  
|TOTAL OPERATING EXPENSES                                    |  |                | 716,836 |  |                |   | 616,213 |            |  |   | 100,623    |  



For
the six months ended June 30, 2014, we incurred well operating expenses of $253,136, a decrease of $19,276 or 7% compared to the
six months ended June 30, 2013. The decrease was driven by fewer workovers in 2014, offset by the Company incurring higher extraction
costs on its wells during 2014.



During
the six months ended June 30, 2014 compared to the six months ended June 30, 2013, our depreciation, depletion, amortization,
and accretion expenses decreased by $24,525, or 32%. These expenses increased largely due to lower depletion expense based on
revised well life and production estimates from December 31, 2013.



The
increase in general and administrative expenses of $131,764 or 49% during the six months ended June 30, 2014, compared to the
prior period, was largely due to an increase in officer compensation and other general and administrative expenses.



Net
Operating Loss.For the six months ended June 30, 2014, our total net operating loss was $406,454 as compared to
a net operating loss of $231,502 for the six months ended June 30, 2013, an increase of $174,952 or 76% from the prior period.
Our net operating loss increased over the prior period due to higher costs of oil and gas extraction on the Companys wells.



Other
Income (Expense).   For the six months ended June 30, 2014, we incurred interest expense of $189,540 associated
with the amortization of debt discount related to the conversion features on our convertible notes, compared to interest expense
of $80,940 for the six months ended June 30, 2013, relating to our outstanding convertible promissory notes. We recorded a gain
on embedded derivatives of $126,397 for the six months ended June 30, 2014 compared to a gain on embedded derivatives of $66,902
for the six months ended June 30, 2013.



Net
Loss.    For the six months ended June 30, 2014, our net loss was $459,597 as compared to a net loss of $245,540
for the six months ended June 30, 2013, an increase of $214,057 or 87% from the prior period. Net loss for the current quarter
was largely due to a decrease in revenue and an increase in interest expense and general and administrative expenses.



Liquidity
and Capital Resources.  During the six months ended June 30, 2014, we used $608,151 in operations, largely due to
our net loss for the period and a decrease in accounts payable and accrued expenses. We received proceeds from investing activities
of $400,000 from the sale of a working interest in an oil and gas property, and we had no cash provided by or used in financing
activities during the six months ended June 30, 2014. We did not

14





obtain new financing during the six months ended June 30, 2014;
however, see a discussion of our outstanding notes payable below.



Convertible
Promissory Note – January 31, 2013



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



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



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



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



Convertible
Note – February 19, 2013



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



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



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

15





Convertible
Note – April 22, 2013



On
April 22, 2013, we entered into another Note with Asher pursuant to which Asher lent $63,000 (minus fees of $3,000) to us
in a single installment with a conversion price equal to 60% of the average lowest trading price per share during 5 of the previous
10 trading days.



On
January 7, 2014, Asher converted $5,240 of principal of the Note into 2,757,895 shares of common stock. On January 13, 2014, Asher
converted $4,950 of principal of the Note into 2,750,000 shares of common stock.



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



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



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



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



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



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



Off-Balance
Sheet Arrangements. We have no off-balance sheet arrangements as of June 30, 2014.



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.

16





PART
II — OTHER INFORMATION



Item
1. Legal Proceedings.



None.



Item
1A. Risk Factors.



There
have been no material changes from the risk factors previously disclosed in the Companys Form 10-K filed with the Commission
on April 16, 2014, which risk factors are incorporated by reference herein. Investors are encouraged to read and review the risk
factors included in the Form 10-K prior to making an investment in the Company.



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



On
January 7, 2014, JMJ exercised a portion of the conversion rights of the note for 2,800,000 shares of common respectively at a
stock price of $0.0011 for a total of $6,380 principal converted.



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



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



On
January 7, 2014, Asher converted $5,240 of principal of the Note into 2,757,895 shares of common stock. On January 13, 2014, Asher
converted $4,950 of principal of the Note into 2,750,000 shares of common stock.



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



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



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



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



Item
3. Defaults upon Senior Securities.



In
January 2014, JMJ submitted another conversion request under its Note; however, the Company was unable to comply with this
request due to insufficient authorized shares of common stock. The lack of authorized shares constituted a default pursuant
to the Note. The Company promptly notified JMJ of its inability to honor the conversion request. Subsequently, the Company
amended its Articles of Incorporation to increase the authorized common shares of the Company to 750,000,000 shares, effective
June 3, 2014. JMJ has not expressed an intention to assert the remedies set forth in the Note at this time.



In
January 2014, Asher submitted a conversion request under one of its Notes; however, the Company did not have sufficient shares
of authorized common stock to honor the conversion request. Asher issued us a notice of default; however, Asher immediately waived
the default provided that we began the process to increase our number of authorized shares. Asher later reissued the notice of
default to us due to our delay in commencing the increase

17





process. Therefore, we have recognized a liability and a loss of $102,810
as of June 30, 2014, which represents the additional amount due under the Notes in the event of default. Subsequently, the Company
amended its Articles of Incorporation to increase the number of authorized shares of common stock of the Company to 750,000,000,
effective June 3, 2014. We have received confirmation from Ashers legal counsel that the penalty was waived, and as such
we de-recognized the penalty liability as of June 30, 2014.



Item
4. Mine Safety Disclosures.



Not
applicable.



Item
5. Other Information.



None.



Item
6. Exhibits.



|2.1  | Agreement
    and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December
    31, 2010 (1)                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2  | Agreement
    and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp.
    (1)                                                                                                                            
|3.1  | Amended and
    Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective June 2, 2014 (incorporated
    by reference to the Companys Schedule 14C filed on May 6, 2014)                                                     
|3.2  | Certificate
    of Designation of Series B Preferred Stock (incorporated by reference as Exhibit 3.2 to the Companys Current Report
    on Form 8-K, filed November 14, 2012)                                                                                                 
|3.3  | Certificate
    of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference as Exhibit
    3.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)            
|3.4  | Bylaws (incorporated
    by reference to Exhibit 3(ii) of the Companys Registration Statement on Form SB-2, filed on April 15, 2005)                                                                                                                                          
|3.5  | Articles
    of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009                                                                                                                                                               
|3.6  | Certificate
    of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010
    (incorporated by reference to Exhibit 3.6 of the Companys Annual Report on Form 10-K, as amended, filed January 21,
    2011)
|3.7  | Articles
    of Merger between United PC Acquisition Corp. and United American Petroleum Corp. (1)                                                                                                                                                                             
|3.8  | Articles
    of Merger between United American Petroleum Corp. and Forgehouse, Inc. (1)                                                                                                                                                                                        
|3.9  | Form of Note
    and Warrant Purchase Agreement (1)                                                                                                                                                                                                                            
|3.10 | Form of Senior
    Secured Convertible Promissory Note (1)                                                                                                                                                                                                                     
|3.11 | Form of Warrant
    (1)                                                                                                                                                                                                                                                        
|3.12 | Form of Security
    Agreement (1)                                                                                                                                                                                                                                             
|3.13 | Form of Note
    and Warrant Purchase Agreement (3)                                                                                                                                                                                                                            
|3.14 | Form of Convertible
    Promissory Note (3)                                                                                                                                                                                                                                    
|3.15 | Form of Warrant
    (3)                                                                                                                                                                                                                                                        
|10.1 | $400,000
    Promissory Note – JMJ Financial (January 31, 2013) (6)                                                                                                                                                                                                            
|10.2 | Securities
    Purchase Agreement – Asher Enterprises, Inc. (February 19, 2013) (6)                                                                                                                                                                                            
|10.3 | $103,500
    Convertible Promissory Note – Asher Enterprises, Inc. (February 19, 2013) (6)                                                                                                                                                                                     
|21   | List of Subsidiaries
    (7)                                                                                                                                                                                                                                                   
|31.1 | Certification
    of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (8)                                                                                                                                  
|32.1 | Certification
    of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 (8)                                                                                               

18





|101.ins* | XBRL Instance
    Document (8)                      
|-------- | ----------------------------------------------------
|101.sch* | XBRL Taxonomy
    Schema Document (8)               
|101.cal* | XBRL Taxonomy
    Calculation Linkbase Document (8) 
|101.lab* | XBRL Taxonomy
    Label Linkbase Document (8)       
|101.pre* | XBRL Taxonomy
    Presentation Linkbase Document (8)



| | (1) | Incorporated
by reference to the Registrants Current Report on Form 8-K filed on January 5, 2011.
| | --- | --------------------------------------------------------------------------------------------------

| | (2) | Incorporated
by reference to the Registrants Current Report on Form 8-K filed on February 3, 2011.
| | --- | ---------------------------------------------------------------------------------------------------

| | (3) | Incorporated
by reference to the Registrants Current Report on Form 8-K filed on October 18, 2011.
| | --- | ---------------------------------------------------------------------------------------------------

| | (4) | Incorporated
by reference to the Registrants Current Report on Form 8-K filed on November 8, 2011.
| | --- | ---------------------------------------------------------------------------------------------------

| | (5) | Incorporated
by reference to the Registrants Current Report on Form 8-K filed on December 5, 2011.
| | --- | ---------------------------------------------------------------------------------------------------

| | (6) | Incorporated
by reference as to the Registrants Current Report on Form 8-K, filed with the 	Commission on March 7, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated
by reference to the Registrants Annual Report on Form 10-K filed on April 16, 2014.
| | --- | -------------------------------------------------------------------------------------------------

| | (8) | Filed
herewith.
| | --- | ---------------

19





SIGNATURES



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



|                           | United
    American Petroleum Corp.,a Nevada corporation |                                                                                                                                                                                                             
|-------------------------- | -------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                                                          |                                                                                                                                                                                                             
|Date:  August
    19, 2014 | By:                                                      | /s/
    Michael Carey                                                                                                                                                                                       
|                           |                                                          | Michael Carey                                                                                                                                                                                               
|                           |                                                          | Chief
                                         Executive Officer, Chief Financial Officer, President, Treasurer and a director
        (Principal
        Executive Officer and Principal Financial Officer)

20