UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment No. 1





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
oNon-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.











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EXPLANATORY NOTE





United American Petroleum Corp. (the “Registrant”) is filing this Amendment No. 1 on Form 10-Q/A to amend the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed by the Registrant with the Securities and Exchange Commission on May 21, 2012 (the “Original Report”). This Amendment No. 1 is being filed solely to includeinformation that was inadvertently omitted under “Item 5. Other Information” of Part II of the Original Report. In addition, this Amendment No. 1 includes currently dated certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934. No other modification or update is otherwise made to any other disclosures in the Original Report, nor does this Amendment No. 1 reflect any events occurring after the date of the Original Report.








PART II – OTHER INFORMATION





Item 5.  Other Information.





The following information set forth below was required to be disclosed under “Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.”of Form 8-K during the period covered  by the QuarterlyReporton Form 10-Q.





On February 10, 2012, the Registrant issued to an investor (the “Investor”) a convertible promissory note(“Note”) in the amount of$150,000 due on October 14, 2014, or upon default, with a 10% annual interest rate, and five-year warrants (“Warrants”) to purchase 150,000 shares of the Registrant’s common stock at a purchase price of $1.00 per share in exchange for $150,000 received from the Investor pursuant to the original Note and Warrant Purchase Agreement with the Investor dated October 14, 2011 (“Purchase Agreement”).  On March 30, 2012, the Registrant issued to the Investor a Note in the amount of$250,000 and Warrants to purchase 250,000 shares at a purchase price of $1.00 per share in exchange for $250,000 received from the Investor pursuant to the Purchase Agreement.











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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 193432.1
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 2002101.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 *





* Previously filed with the Original Report.








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SIGNATURES





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














United American Petroleum Corp.,

a Nevada corporationDate: June 5, 2012
By:
/s/ Michael CareyMichael CareyChief Executive Officer, Chief Financial Officer, President, Treasurer and a director

(Principal Executive and Financial Officer)














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