UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K/A





☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 2018





Commission File Number 000-52392





Amazing
Energy Oil and Gas, Co.





(Exact name of registrant as specified in its charter)





Nevada
82-0290112(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification Number)








5700 West Plano Parkway


Suite 3600


Plano, TX 75093





(Address of principal executive offices)





Registrant’s telephone number, including area code:
(972)
233-1244





Securities registered pursuant to Section 12(b) of the
Act:
Securities registered pursuant to section 12(g) of the
Act:NONE
COMMON STOCK





Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. YES
☐ NO ☒





Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:
YES ☐ NO ☒





Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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. YES ☒ 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). YES
☒ NO ☐





Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐





Indicate by check mark whether the registrant is a large
accelerated filer, 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
☐
Accelerated Filer
☐Non-accelerated Filer (Do not check if a smaller
reporting company)
☐
Smaller Reporting Company
☒





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). YES
☐ NO ☒





The aggregate market value of the Common Stock held by
non-affiliates (as affiliates are defined in Rule 12b-2 of the
Exchange Act) of the registrant, computed by reference to the
average of the high and low sale price on January 31, 2018
was $33,945,429.





At October 29, 2018, 84,095,232 shares of the registrant’s
common stock were outstanding.





EXPLANATORY NOTE





This
10-K/A, for the period ending July 31, 2018, is being filed solely
to correct the Beneficial Ownership Table and related footnotes
which are contained in Item 12 hereof.





-1-
 Table of Contents





TABLE OF
CONTENTS





PageCAUTIONARY NOTE
REGARDING FORWARD LOOKING FINANCIAL STATEMENTSGlossary
3PART
I
6Item
1.
Business.
6Item
1A.
Risk
Factors.
17Item
1B.
Unresolved
Staff Comments.
17Item
2.
Properties.
17Item
3.
Legal
Proceedings.
22Item
4.
Mine
Safety Disclosures.
22PART
II
23Item
5.
Market
for the Registrant’s Common Equity, Related Stockholders
Matters and Issuer Purchases of Equity Securities.
23Item
6.
Selected
Financial Data.
26Item
7.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation.
26Item
7A.
Quantitative
and Qualitative Disclosures About Market Risk.
30Item
8.
Financial
Statements and Supplementary Data.
31Item
9.
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
32Item
9A.
Controls
and Procedures.
32Item
9B.
Other
Information.
33PART
III
33Item
10.
Directors,
Executive Officers and Corporate Governance.
33Item
11.
Executive
Compensation.
36Item
12.
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
37Item
13.
Certain
Relationships and Related Transactions, and Director
Independence.
40Item
14.
Principal
Accountant Fees and Services.
42PART
IV
43Item
15.
Exhibits
and Financial Statement Schedules.
43Signatures
45Exhibit Index
46











-2-
 Table of Contents





CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K and the exhibits attached hereto
contain “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, as
amended. Such forward-looking statements concern the
Company’s anticipated results and developments in the
Company’s operations in future periods, planned exploration
and development of its properties, plans related to its business
and other matters that may occur in the future. These statements
relate to analyses and other information that are based on
forecasts of future results, estimates of amounts not yet
determinable and assumptions of management.





Any statement that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always
using words or phrases such as “believes”,
“expects” or “does not expect”, “is
expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates”, or
“intends”, or stating that certain actions, events or
results “may” or “could”,
“would”, “might” or “will” be
taken, occur or be achieved) are not statements of historical fact
and may be forward-looking statements. Forward-looking statements
are subject to a variety of known and unknown risks, uncertainties
and other factors which could cause actual events or results to
differ from those expressed or implied by the forward-looking
statements, including, without limitation:





●  Risks
related to some of the Company’s properties being in the
exploration stage;


●  Risks
related to the Company’s operations being subject to
government regulation;


●  Risks
related to the Company’s ability to obtain additional capital
to develop the Company’s resources, if any;


●  Risks
related to exploration and development activities;


●  Risks
related to reserve and production estimates;


●  Risks
related to the Company’s insurance coverage for operating
risks;


●  Risks
related to the fluctuation of prices for oil and gas;


●  Risks
related to the competitive industry of oil and gas;


●  Risks
related to the title and rights in the Company’s
properties;


●  Risks
related to the possible dilution of the Company’s common
stock from additional financing activities;


●  Risks
related to potential conflicts of interest with the Company’s
management;


●  Risks
related to the Company’s shares of common stock;





This list is not exhaustive of the factors that may affect the
Company’s forward-looking statements. Some of the important
risks and uncertainties that could affect forward-looking
statements are described further under the sections titled
“Risk Factors and Uncertainties”, “Description of
Business” and “Management’s Discussion and
Analysis” of this Annual Report. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those anticipated, believed, estimated or expected. The
Company cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
Amazing Energy Oil & Gas, Co. disclaims any obligation
subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events,
except as required by law. The Company advises readers to carefully
review the reports and documents filed from time to time with the
Securities and Exchange Commission (the “SEC”),
particularly the Company’s Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.





As used in this Annual Report, the terms “We,”
“Us,” “Our,” “Amazing Energy”
and the “Company”, mean Amazing Energy Oil & Gas,
Co., unless otherwise indicated. All dollar amounts in this Annual
Report are expressed in U.S. dollars, unless otherwise
indicated.





Management’s Discussion and Analysis is intended to be read
in conjunction with the Company’s consolidated financial
statements and the integral notes (“Notes”) thereto for
the fiscal year ending July 31, 2018. The following statements may
be forward-looking in nature and actual results may differ
materially.











-3-
 Table of Contents





GLOSSARY
AND SELECTED ABBREVIATIONS





The
following is a description of the meanings of some of the oil and
gas industry terms used in this report.





Basin
A large natural depression on the earth’s surface in which
sediments generally brought by water accumulate.Bbl
One stock tank barrel, of 42 U.S. gallons liquid volume, used to
reference oil, condensate or NGLs.Boe
Barrel of oil equivalent, determined using the ratio of six Mcf of
gas to one Boe, and one Bbl of NGLs to one Boe.Completion
The installation of permanent equipment for production of oil or
gas, or, in the case of a dry well, for reporting to the
appropriate authority that the well has been
abandoned.Developed oil and gas reserves
Has the meaning given to such term in Rule 4-10(a)(6) of Regulation
S-X, as follows:Developed oil and gas reserves are reserves of any category that
can be expected to be recovered:(i)
Through existing wells with existing equipment and operating
methods or in which the cost of the required equipment is
relatively minor compared to the cost of a new well;
and(ii)
Through installed extraction equipment and infrastructure
operational at the time of the reserves estimate if the extraction
is by means not involving a well.Dry hole or well
An exploratory, development or extension well that proved to be
incapable of producing either oil or gas in sufficient quantities
to justify completion as an oil or gas well.Hydraulic fracturing
The process of creating and preserving a fracture or system
of fractures in a reservoir rock typically by injecting a fluid
under pressure through a wellbore and into the targeted
formation.Lease operating expenses
The expenses of lifting oil or gas from a producing formation to
the surface, and the transportation and marketing thereof,
constituting part of the current operating expenses of a working
interest, and including labor, superintendence, supplies, repairs,
short-lived assets, maintenance, allocated overhead costs and other
expenses incidental to production, but excluding lease acquisition
or drilling or completion expenses.Mbo
Thousand barrels of oil or other liquid hydrocarbons.Mboe
Thousand barrels of oil equivalent, determined using the ratio of
six Mcf of gas to one Boe, and one Bbl of NGLs to one
Boe.Mcf
Thousand cubic feet of natural gas.Mmcf
Million cubic feet of gas.Mineral interests
The interests in ownership of the resource and mineral rights,
giving an owner the right to profit from the extracted
resources.Net Revenue Interest
An
owner’s interest in the revenues of a well after deducting
proceeds allocated to royalty and overriding
interests.Oil and Natural Gas Properties
Tracts
of land consisting of properties to be developed for oil and
natural gas resource extraction.Operator
The individual or company responsible for the exploration and/or
production of an oil or natural gas well or
lease.Play
A set of known or postulated oil and/or gas accumulations sharing
similar geologic, geographic and temporal properties, such as
source rock, migration pathways, timing, trapping mechanism and
hydrocarbon type.





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 Table of Contents





Productive well
An exploratory, development or extension well that is not a dry
well.Proved developed
producing reserves
Proved developed oil and gas reserves that are expected to be
recovered:(i)
Through existing wells with existing equipment and operating
methods or in which the cost of the required equipment is
relatively minor compared to the cost of a new well;
and(ii)
Through installed extraction equipment and infrastructure
operational at the time of the reserves estimate if the extraction
is by means not involving a well.Proved oil and gas reserves
Has the meaning given to such term in Rule 4-10(a)(22) of
Regulation S-X, as follows:Proved oil and gas reserves are those quantities of oil and gas,
which, by analysis of geosciences and engineering data, can be
estimated with reasonable certainty to be economically producible
— from a given date forward, from known reservoirs, and under
existing economic conditions, operating methods, and government
regulations — prior to the time at which contracts providing
the right to operate expire, unless evidence indicates that renewal
is reasonably certain, regardless of whether deterministic or
probabilistic methods are used for the estimation. The project to
extract the hydrocarbons must have commenced or the operator must
be reasonably certain that it will commence the project within a
reasonable time.(i)
The area of the reservoir considered as proved
includes:(A)
The area identified by drilling and limited by fluid contacts, if
any, and(B)
Adjacent undrilled portions of the reservoir that can, with
reasonable certainty, be judged to be continuous with it and to
contain economically producible oil or gas on the basis of
available geosciences and engineering data.(ii)
In the absence of data on fluid contacts, proved quantities in a
reservoir are limited by the lowest known hydrocarbons (LKH) as
seen in a well penetration unless geosciences, engineering, or
performance data and reliable technology establishes a lower
contact with reasonable certainty.(iii)
Where direct observation from well penetrations has defined a
highest known oil (HKO) elevation and the potential exists for an
associated gas cap, proved oil reserves may be assigned in the
structurally higher portions of the reservoir only if geosciences,
engineering, or performance data and reliable technology establish
the higher contact with reasonable certainty.(iv)
Reserves which can be produced economically through application of
improved recovery techniques (including, but not limited to, fluid
injection) are included in the proved classification
when:(A)
Successful testing by a pilot project in an area of the reservoir
with properties no more favorable than in the reservoir, the
operation of an installed program in the reservoir or an analogous
reservoir, or other evidence using reliable technology establishes
the reasonable certainty of the engineering analysis on which the
project or program was based; and(v)
Existing economic conditions include prices and costs at which
economic viability from a reservoir is to be determined. The price
shall be the average price during the 12-month period prior to the
ending date of the period covered by the report, determined as an
un-weighted arithmetic average of the first-day-of-the-month price
for each month within such period, unless prices are defined by
contractual arrangements, excluding escalations based upon future
conditions.





-5-
 Table of Contents


Proved Undeveloped Reserves
Proved reserves that are expected to be recovered from new wells on
undrilled acreage or from existing wells where a relatively major
expenditure is required for recompletion.PUD
Proved undevelopedPV-10
An estimate of the present value of the future net revenues from
proved oil and gas reserves after deducting estimated production
and ad valorem taxes, future capital costs and operating expenses,
but before deducting any estimates of federal income taxes. The
estimated future net revenues are discounted at an annual rate of
10% to determine their “present value.” The present
value is shown to indicate the effect of time on the value of the
revenue stream and should not be construed as being the fair market
value of the properties. Estimates of PV-10 are made using oil and
gas prices and operating costs at the date indicated and held
constant for the life of the reserves.Reserves
Reserves are estimated remaining quantities of oil and natural gas
and related substances anticipated to be economically producible,
as of a given date, by application of development projects to known
accumulations. In addition, there must exist, or there must be a
reasonable expectation that there will exist, the legal right to
produce or a revenue interest in the production, installed means of
delivering oil and natural gas or related substances to the market
and all permits and financing required to implement the project.
Reserves should not be assigned to adjacent reservoirs isolated by
major, potentially sealing, faults until those reservoirs are
penetrated and evaluated as economically producible. Reserves
should not be assigned to areas that are clearly separated from a
known accumulation by a non-productive reservoir (i.e., absence of
reservoir, structurally low reservoir or negative test results).
Such areas may contain prospective resources (i.e., potentially
recoverable resources from undiscovered
accumulations).Royalty Interest
An interest that gives an owner the right to receive a portion of
the resources or revenues without having to carry any costs of
development or operations.Standardized measure
The present value of estimated future net revenues to be generated
from the production of proved reserves, determined in accordance
with the rules and regulations of the SEC (using prices and costs
in effect as of the period end date) without giving effect to
non-property related expenses such as general and administrative
expenses, debt service and future income tax expenses or to
depletion, depreciation and amortization and discounted using an
annual discount rate of 10%. Standardized measure does not give
effect to derivative transactions.Working interest
The operating interest that gives the owner the right to drill,
produce and conduct operating activities on the property and
receive a share of production.








PART
I





ITEM
1.
 BUSINESS.





BUSINESS DEVELOPMENT





Amazing Energy Oil and Gas, Co. is incorporated in the State of
Nevada. Through its primary subsidiary, Amazing Energy, Inc., also
a Nevada corporation, the Company operates its main business of
exploration, development, and production of oil and gas in the
Permian Basin of West Texas. On October 7, 2014, the Company
entered into a change in control agreement with certain
shareholders of Amazing Energy, Inc. The change in control
agreement was the first step in a reverse merger process whereby
the shareholders of Amazing Energy, Inc. would control about 95% of
the shares of common stock of Amazing Energy Oil and Gas, Co., and
Amazing Energy Oil and Gas, Co. would own 100% of the outstanding
shares of common stock of Amazing Energy, Inc. This entire reverse
merger process was completed in July of 2015.





Amazing Energy, Inc. (“AEI”), a wholly owned subsidiary
of Amazing Energy Oil and Gas, Co., was formed in 2010 as a Texas
corporation and re-domiciled to Nevada in 2011. The Company owns
interests in oil and gas properties located in Texas. The Company
is primarily engaged in the acquisition, exploration and
development of oil and gas properties and the production and sale
of oil and natural gas. Amazing Energy, LLC was formed in December
2008 as a Texas Limited Liability Company. In December of 2010,
Amazing Energy, Inc. and Amazing Energy, LLC were combined as
commonly controlled entities.





-6-
 Table of Contents





The following table shows the wholly owned subsidiaries of Amazing
Energy Oil and Gas, Co. engaged in the oiland gas
business:





Name of Subsidiary
State of
Incorporation

Ownership
Interest

Principal ActivityAmazing Energy, Inc.
Nevada


100
%

Oil and gas exploration, development, and productsAmazing Energy, LLC
Texas


100
%

Ownership oil and gas leasesKisa Gold Mining, Inc.
Alaska


100
%

InactiveJilpetco, Inc.
Texas


100
%

Operator and Oilfield services








On July 31, 2016, the Company acquired Gulf South Securities, Inc.
(“GSSI”). GSSI was organized to be active in various
aspects of the securities industry and was registered as a
broker-dealer with the Financial Industry Regulatory Authority
(“FINRA”) and the Securities and Exchange Commission
(“SEC”). The Company allowed GSSI’s FINRA
registration to lapse as of February 28, 2017.  On January 8,
2018, the Company dissolved Gulf South Securities,
Inc.





Any bankruptcy, receivership or similar proceedings





There have been no bankruptcy, receivership or similar
proceedings.





OUR BUSINESS





We are in the business of exploration, development, and production
of oil and gas in the Permian Basin of West Texas.
This basin,
which is one of the major producing basins in the United States, is
characterized by an extensive production history, a favorable
operating environment, mature infrastructure, long reserve life,
multiple producing horizons, enhanced recovery potential and a
large number of operators.The Permian Basin is
characterized by high oil and liquids rich natural gas, multiple
vertical and horizontal target horizons, extensive production
history, long-lived reserves and high drilling success
rates. As of July 31, 2018 the
Company has leasehold rights located within approximately 70,000
acres in Pecos County, Texas. We believe that our concentrated
acreage position provides us with an opportunity to achieve cost,
operating and recovery efficiencies in the development of our
drilling inventory. Our activities are primarily focused on
vertical development of the Queen formation over the Central Basin
platform, which separates the Midland Basin from the Delaware
Basin, all of which are part of the Permian Basin in West Texas.
Additional drilling targets could include the Greyburg, San Andreas
and Devonian zones.





At July 31, 2018 our estimated net proved reserves were 398,308
barrels of oil equivalent (“BOE”). Additionally,
probable reserves total 211,355 as of July 31, 2018. Important
facts of our proved and probable reserves at July 31, 2018
include:





●
 73% oil and 27%
gas;


●
 65% proved
developed and undeveloped;


●
 Reserve life of
approximately 22.0 years;


●
 Non-discounted
future net cash flows of $13,045,460;


●
 and PV-10 of
$9,077,420





PV-10 is our estimate of the present value of future net revenues
from proved oil, and gas reserves after deducting estimated
production and ad valorem taxes, future capital costs and operating
expenses, but before deducting any estimates for future income
taxes. Estimated future net revenues are discounted at an annual
rate of 10% to determine their present value. PV-10 is a financial
measure that is not determined in accordance with accounting
principles generally accepted in the United States
(“GAAP”), and generally differs from the Standardized
Measure, the most directly comparable GAAP financial measure,
because it does not include the effects of income taxes on future
cash flows. PV-10 should not be considered as an alternative to the
Standardized Measure, as computed under GAAP.





At July 31, 2018, we owned 25 oil and gas wells in the Permian
Basin. During the fiscal year ended July 31, 2018, we produced
11,177 BOE (Net). Production for the fiscal year ended July 31,
2017 was 11,820 BOE (Net).





Our Business Strategy





We intend to increase the value of the Company by increasing
reserves and production in a cost-efficient manner by pursuing the
following strategies:





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 Table of Contents





●
 Grow production and
reserves by developing our oil-rich resource
base.We intend
to drill and develop our acreage base to maximize its value and
resource potential. Through the conversion of our undeveloped
reserves to developed reserves, we will seek to increase our
production, reserves and cash flow while generating favorable
returns on invested capital.





●
 Continue to drill and develop our shallow
drilling play. We believe that our current acreage position
(leasehold rights located within approximately 70,000 acres)
provides us with the ability to continue to increase reserves and
production by drilling shallow, low cost wells with joint venture
investors. Typically, we strive to structure an offering in which
participants/investors will “carry” (that is, bear the
financial responsibility) for 25% of 8/8ths Working Interests. Each
participant/investor is responsible for their pro-rata share of the
Working Interest expenses. A “Carried Working Interest”
is defined as a working interest which is expense-free through the
stages of drilling, testing and completing a well to first sales or
plugging and abandoning a well as a dry hole;
participants/investors bear the portion of those costs and expenses
attributable to the Carried Working Interest of the Company. The
Company typically offers 75% of 8/8ths Working Interest in a
drilling offering with a net revenue interest of 75%. The Carried
Working Interest that the Company receives varies on the
participation levels for each drilling offering. For example, if
there is full participation, the Company will receive a 25% Carried
Working Interest. The Company is constantly reviewing other
potential acreage acquisitions, or other potential alliances with
industry partners.





Our Competitive Strengths





We believe that the following strengths will help us achieve our
business goals:





●
 Economically efficient drilling. Given
the current relative low price for oil, we believe that we have a
competitive advantage over higher risk, high cost, and deeper shale
drilling operations. Most of our current wells are drilled and
completed for around $275,000 or less at depths of around 2,000
feet.





●
 Oil rich resource
base in one of North America’s leading resource
plays.All our
leasehold acreage is located in one of the most prolific oil plays
in North America, the Permian Basin in West
Texas.





●
 Favorable operating
environment.We
have focused our drilling and development operations in the Permian
Basin, one of the longest operating hydrocarbon basins in the
United States, with a long and well-established production history
and developed infrastructure. We believe that the geological and
regulatory environment of the Permian Basin is more stable and
predictable, and that we are faced with less operational risks in
the Permian Basin as compared to emerging hydrocarbon
basins.





●
 Experienced,
incentivized and proven management team. Our management team
has many years of experience in the oil and gas industry throughout
Texas. Also, the Company strives to keep drilling, completion,
operating expenses and general overhead to a minimum.





●
 High degree of operational
control.We are currently
the operator of 100% of our Permian Basin acreage. This
operating control allows us to better execute on our strategies of
enhancing returns through operational and cost efficiencies and
increasing ultimate hydrocarbon recovery by seeking to continually
improve our drilling techniques, completion methodologies and
reservoir evaluation processes. Additionally, as the operator of
all our acreage, we retain the ability to increase or decrease our
capital expenditure program based on commodity price outlooks. This
operating control also enables us to obtain data needed for
efficient exploration of our prospects.





Markets and Customers





The revenues generated by our operations are highly dependent upon
the prices, supplies and demand for oil and natural gas. Oil and
natural gas are commodities, and therefore, we are subject to
market-based pricing. Since our oil is sour, we receive somewhat
less per barrel than the published WTI market prices, and since our
natural gas is a sour gas, we are limited to selling through a sour
gas transmission line and therefore are subject to a percent of
proceeds (POP) gas contract with the purchaser. Overall, the prices
that we receive for our oil and gas production depend on numerous
factors beyond our control, including seasonality, the status of
domestic and global economies, political conditions in other oil
and gas producing countries, and the extent of domestic production
and imports of oil.





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 Table of Contents





Title to Properties





As is customary in the oil and natural gas industry, we initially
conduct only a cursory review of the title to our properties. When
we determine to conduct drilling operations on those properties, we
conduct a thorough title examination and perform curative work with
respect to significant defects prior to commencement of drilling
operations. To the extent title opinions or other investigations
reflect title defects on those properties, we are typically
responsible for curing any title defects at our expense. We
generally will not commence drilling operations on a property until
we have cured any material title defects on such property. We have
obtained title opinions on substantially all our producing
properties and believe that we have satisfactory title to our
producing properties in accordance with standards generally
accepted in the oil and natural gas industry. Prior to completing
an acquisition of producing oil and natural gas leases, we perform
title reviews on the most significant leases and, depending on the
materiality of properties, we may obtain a title opinion, obtain an
updated title review or opinion or review previously obtained title
opinions. Our oil and natural gas properties are subject to
customary royalty and other interests, liens for current taxes and
other burdens which we believe do not materially interfere with the
use of or affect our carrying value of the properties.





Oil and Gas Leases





The typical oil and natural gas lease agreement covering our
acreage position in Pecos County provides for the payment of
royalties to the mineral owners for all oil and natural gas
produced form any wells drilled on the leased premises. The lessor
royalties and other leasehold burdens on our properties generally
range from 20% to 25%, resulting in a net revenue interest to the
Company working interest generally ranging from 75% to
80%.





Competition





The oil and natural gas industry is intensely competitive, and we
compete with other companies that have greater resources. Many of
these companies not only explore for and produce oil and natural
gas, but also carry on midstream and refining operations and market
petroleum and other products on a regional, national or worldwide
basis. These companies may be able to pay more for productive oil
and natural gas properties and exploratory prospects or to define,
evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In
addition, these companies may have a greater ability to continue
exploration activities during periods of low oil and natural gas
market prices. Our larger or more integrated competitors may be
able to absorb the burden of existing, and any changes to, federal,
state and local laws and regulations more easily than we can, which
would adversely affect our competitive position. Our ability to
acquire additional properties and to discover reserves in the
future will be dependent upon our ability to evaluate and select
suitable properties and to consummate transactions in a highly
competitive environment. In addition, because we have fewer
financial and human resources than many companies in our industry,
we may be at a disadvantage in bidding for exploratory prospects
and producing oil and natural gas properties. Further, oil and
natural gas compete with other forms of energy available to
customers, primarily based on price. These alternate forms of
energy include electricity, coal and fuel oils. Changes in the
availability or price of oil and natural gas or other forms of
energy, as well as business conditions, conservation, legislation,
regulations and the ability to convert to alternate fuels and other
forms of energy may affect the demand for oil and natural
gas.





Patents and Trademarks





The Company does not own, either legally or beneficially, any
patents or registered trademarks.





Regulation





The oil and gas industry in the United States is subject to
extensive regulation by federal, state and local authorities. At
the federal level, various federal rules, regulations and
procedures apply, including those issued by the U.S. Department of
Interior, the U.S. Department of Transportation (the
“DOT”) (Office of Pipeline Safety) and the U.S.
Environmental Protection Agency (the “EPA”). At the
state and local level, various agencies and commissions regulate
drilling, production and midstream activities. For the state of
Texas, the regulatory agency is the Texas Railroad Commission.
These federal, state and local authorities have various permitting,
licensing and bonding requirements. Various remedies are available
for enforcement of these federal, state and local rules,
regulations and procedures, including fines, penalties, revocation
of permits and licenses, actions affecting the value of leases,
wells or other assets, suspension of production, and, in certain
cases, criminal prosecution. As a result, there can be no assurance
that we will not incur liability for fines, penalties or other
remedies that are available to these federal, state and local
authorities. However, we believe that we are currently in material
compliance with federal, state and local rules, regulations
and procedures, and that
continued substantial compliance with existing requirements will
not have a material adverse effect on our financial position, cash
flows or results of operations.





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Transportation and Sale of Oil





Sales of crude oil and natural gas are negotiated with purchasers
via crude oil purchase agreements which are subject to a month to
month term, and a 30-day notice termination clause. The agreements
specify the pricing terms and transportation deductions, among
other terms. Our sales of crude oil are affected by the
availability, terms and cost of transportation.





Regulation of Production





Oil and gas production is regulated under a wide range of federal
and state statutes, rules, orders and regulations. State and
federal statutes and regulations require permits for drilling
operations, drilling bonds and reports concerning operations. The
state in which we operate, Texas, has regulations governing
conservation matters, including provisions for the unitization or
pooling of oil and gas properties, the establishment of maximum
rates of production from oil and gas wells, the regulation of
spacing, and requirements for plugging and abandonment of wells.
Also, Texas imposes a severance tax on production and sales of oil,
and gas within its jurisdiction. The failure to comply with these
rules and regulations can result in substantial penalties. Our
competitors in the oil and gas industry are subject to the same
regulatory requirements and restrictions that affect our
operations.





Environmental Matters and Regulation





Our oil and natural gas exploration, development and production
operations are subject to stringent laws and regulations governing
the discharge of materials into the environment or otherwise
relating to environmental protection. Numerous federal, state and
local governmental agencies, such as the EPA, issue regulations
that often require difficult and costly compliance measures that
carry substantial administrative, civil and criminal penalties and
may result in injunctive obligations for non-compliance. These laws
and regulations may require the acquisition of a permit before
drilling commences; restrict the types, quantities and
concentrations of various substances that can be released into the
environment in connection with drilling and production activities;
limit or prohibit construction or drilling activities on certain
lands lying within wilderness, wetlands, ecologically or
seismically sensitive and other protected areas; require action to
prevent or remediate pollution (from current or former operations),
such as plugging abandoned wells or closing pits; take action
resulting in the suspension or revocation of necessary permits,
licenses and authorizations; and/or require that additional
pollution controls be installed and impose substantial liabilities
for pollution resulting from our operations or related to our
owned or operated facilities. Liability under such laws and
regulations is often strict (i.e., no showing of
“fault” is required) and can be joint and several.
Moreover, it is not uncommon for neighboring landowners and other
third-parties to file claims for personal injury and property
damage allegedly caused by the release of hazardous substances,
hydrocarbons or other waste products into the environment. Changes
in environmental laws and regulations occur frequently, and any
changes that result in more stringent and costly pollution control
or waste handling, storage, transport, disposal or cleanup
requirements could materially adversely affect our operations
and financial position, as well as the oil and natural gas industry
in general. Our management believes that we are in substantial
compliance with applicable environmental laws and regulations and
we have not experienced any material adverse effect from compliance
with these environmental requirements. This trend, however, may not
continue in the future.





Waste Handling.The
Resource Conservation and Recovery Act, as amended, and comparable
state statutes and regulations promulgated thereunder, affect oil
and natural gas exploration, development and production activities
by imposing requirements regarding the generation, transportation,
treatment, storage, disposal and cleanup of hazardous and
non-hazardous wastes. With federal approval, the individual states
administer some or all the provisions of the Resource Conservation
and Recovery Act, sometimes in conjunction with their own, more
stringent requirements. Although most wastes associated with the
exploration, development and production of crude oil and natural
gas are exempt from regulation as hazardous wastes under the
Resource Conservation and Recovery Act, such wastes may constitute
“solid wastes” that are subject to the less stringent
non-hazardous waste requirements. Moreover, the EPA or state or
local governments may adopt more stringent requirements for the
handling of non-hazardous wastes or categorize some non-hazardous
wastes as hazardous for future regulation. Indeed, legislation has
been proposed from time to time in Congress to re-categorize
certain oil and natural gas exploration, development and production
wastes as “hazardous wastes.” Also, in December 2016,
the EPA agreed in a consent decree to review its regulation of oil
and gas waste. It has until March 2019 to determine whether any
revisions are necessary. Any such changes in the laws and
regulations could have a material adverse effect on our capital
expenditures and operating expenses.





Administrative, civil and criminal penalties can be imposed for
failure to comply with waste handling requirements. We believe that
we are in substantial compliance with applicable requirements
related to waste handling, and that we hold all necessary and
up-to-date permits, registrations and other authorizations to the
extent that our operations require them under such laws and
regulations. Although we do not
believe the current costs of managing our wastes, as presently
classified, to be significant, any legislative or regulatory
reclassification of oil and natural gas exploration and production
wastes could increase our costs to manage and dispose of such
wastes.





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Remediation of Hazardous Substances.The Comprehensive Environmental Response,
Compensation and Liability Act, as amended, which we refer to as
CERCLA or the “Superfund” law, and analogous state
laws, generally impose liability, without regard to fault or
legality of the original conduct, on classes of persons who are
considered to be responsible for the release of a “hazardous
substance” into the environment. These persons include the
current owner or operator of a contaminated facility, a former
owner or operator of the facility at the time of contamination, and
those persons that disposed or arranged for the disposal of the
hazardous substance at the facility. Under CERCLA and comparable
state statutes, persons deemed “responsible parties”
are subject to strict liability that, in some circumstances, may be
joint and several for the costs of removing or remediating
previously disposed wastes (including wastes disposed of or
released by prior owners or operators) or property contamination
(including groundwater contamination), for damages to natural
resources and for the costs of certain health studies. In addition,
it is not uncommon for neighboring landowners and other third
parties to file claims for personal injury and property damage
allegedly caused by the hazardous substances released into the
environment. During our operations, we use materials that, if
released, would be subject to CERCLA and comparable state statutes.
Therefore, governmental agencies or third parties may seek to hold
us responsible under CERCLA and comparable state statutes for all
or part of the costs to clean up sites at which such
“hazardous substances” have been
released.





Water Discharges.The
Federal Water Pollution Control Act of 1972, as amended, also known
as the “Clean Water Act,” the Safe Drinking Water Act,
the Oil Pollution Act and analogous state laws and regulations
promulgated thereunder impose restrictions and strict controls
regarding the unauthorized discharge of pollutants, including
produced waters and other gas and oil wastes, into navigable waters
of the United States, as well as state waters. The discharge of
pollutants into regulated waters is prohibited, except in
accordance with the terms of a permit issued by the EPA or the
state. Spill prevention, control and countermeasure plan
requirements under federal law require appropriate containment
berms and similar structures to help prevent the contamination of
navigable waters in the event of a petroleum hydrocarbon tank
spill, rupture or leak. The Clean Water Act and regulations
implemented thereunder also prohibit the discharge of dredge and
fill material into regulated waters, including jurisdictional
wetlands, unless authorized by an appropriately issued permit. The
EPA has also adopted regulations requiring certain oil and natural
gas exploration and production facilities to obtain individual
permits or coverage under general permits for storm water
discharges. In addition, on June 28, 2016, the EPA published a
final rule prohibiting the discharge of wastewater from onshore
unconventional oil and gas extraction facilities to publicly owned
wastewater treatment plants, which regulations are discussed in
more detail below under the caption “–Regulation of
Hydraulic Fracturing.” Costs may be associated with the
treatment of wastewater or developing and implementing storm water
pollution prevention plans, as well as for monitoring and sampling
the storm water runoff from certain of our facilities. Some states
also maintain groundwater protection programs that require permits
for discharges or operations that may impact groundwater
conditions.





The Oil Pollution Act is the primary federal law for oil spill
liability. The Oil Pollution Act contains numerous requirements
relating to the prevention of and response to petroleum releases
into waters of the United States, including the requirement that
operators of offshore facilities and certain onshore facilities
near or crossing waterways must develop and maintain facility
response contingency plans and maintain certain significant levels
of financial assurance to cover potential environmental cleanup and
restoration costs. The Oil Pollution Act subjects owners of
facilities to strict liability that, in some circumstances, may be
joint and several for all containment and cleanup costs and certain
other damages arising from a release, including, but not limited
to, the costs of responding to a release of oil to surface
waters.





Non-compliance with the Clean Water Act or the Oil Pollution Act
may result in substantial administrative, civil and criminal
penalties, as well as injunctive obligations. We believe we
are in material compliance with the requirements of each of these
laws.





Air Emissions.The federal
Clean Air Act, as amended, and comparable state laws and
regulations, regulate emissions of various air pollutants through
the issuance of permits and the imposition of other requirements.
The EPA has developed, and continues to develop, stringent
regulations governing emissions of air pollutants at specified
sources. New facilities may be required to obtain permits before
work can begin, and existing facilities may be required to obtain
additional permits and incur capital costs to remain in compliance.
For example, on August 16, 2012, the EPA published final
regulations under the federal Clean Air Act that establish new
emission controls for oil and natural gas production and processing
operations, which regulations are discussed in more detail below in
“–Regulation of Hydraulic Fracturing.” Also, on
May 12, 2016, the EPA issued a final rule regarding the criteria
for aggregating multiple small surface sites into a single source
for air-quality permitting purposes applicable to the oil and gas
industry. This rule could cause small facilities, on an aggregate
basis, to be deemed a major source, thereby triggering more
stringent air permitting processes and requirements. These laws and
regulations may increase the costs of compliance for some
facilities we own or operate, and federal and state regulatory
agencies can impose administrative, civil and criminal penalties
for non-compliance with air
permits or other requirements of the federal Clean Air Act and
associated state laws and regulations. We believe that we are
in substantial compliance with all applicable air emissions
regulations and that we hold all necessary and valid construction
and operating permits for our operations. Obtaining or
renewing permits has the potential to delay the development of oil
and natural gas projects.





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Climate Change.In
December 2009, the EPA issued an Endangerment Finding that
determined that emissions of carbon dioxide, methane and other
greenhouse gases present an endangerment to public health and the
environment because, according to the EPA, emissions of such gases
contribute to warming of the earth’s atmosphere and other
climatic changes. In May 2010, the EPA adopted regulations
establishing new greenhouse gas emissions thresholds that determine
when stationary sources must obtain permits under the Prevention of
Significant Deterioration, or PSD, and Title V programs of the
Clean Air Act. On June 23, 2014, inUtility Air Regulatory Group
v. EPA, the Supreme Court held
that stationary sources could not become subject to PSD or Title V
permitting solely because of their greenhouse gas emissions. The
Court ruled, however, that the EPA may require installation of best
available control technology for greenhouse gas emissions at
sources otherwise subject to the PSD and Title V programs. On
August 26, 2016, the EPA proposed changes needed to bring the
EPA’s air permitting regulations in line with the Supreme
Court’s decision on greenhouse gas permitting. The proposed
rule was published in the Federal Register on October 3, 2016 and
the public comment period closed on December 2,
2016.





Additionally, in September 2009, the EPA issued a final rule
requiring the reporting of greenhouse gas emissions from specified
large greenhouse gas emission sources in the U.S., including
natural gas liquids fractionators and local natural gas
distribution companies, beginning in 2011 for emissions occurring
in 2010. In November 2010, the EPA expanded the greenhouse gas
reporting rule to include onshore and offshore oil and natural gas
production and onshore processing, transmission, storage and
distribution facilities, which may include certain of our
facilities, beginning in 2012 for emissions occurring in 2011. In
October 2015, the EPA amended the greenhouse gas reporting rule to
add the reporting of greenhouse gas emissions from gathering and
boosting systems, completions and workovers of oil wells using
hydraulic fracturing, and blowdowns of natural gas transmission
pipelines.





The EPA has continued to adopt greenhouse gas regulations
applicable to other industries, such as its August 2015 adoption of
three separate, but related, actions to address carbon dioxide
pollution from power plants, including final Carbon Pollution
Standards for new, modified and reconstructed power plants, a final
Clean Power Plan to cut carbon dioxide pollution from existing
power plants, and a proposed federal plan to implement the Clean
Power Plan emission guidelines. Upon publication of the Clean Power
Plan on October 23, 2015, more than two dozen states as well as
industry and labor groups challenged the Clean Power Plan in the
D.C. Circuit Court of Appeals. On February 9, 2016, the Supreme
Court stayed the implementation of the Clean Power Plan while legal
challenges to the rule proceed. Because of this continued
regulatory focus, future greenhouse gas regulations of the oil and
gas industry remain a possibility. In addition, the U.S. Congress
has from time to time considered adopting legislation to reduce
emissions of greenhouse gases and almost one-half of the states
have already taken legal measures to reduce emissions of greenhouse
gases primarily through the planned development of greenhouse gas
emission inventories and/or regional greenhouse gas cap and trade
programs. Although the U.S. Congress has not adopted such
legislation at this time, it may do so in the future and many
states continue to pursue regulations to reduce greenhouse gas
emissions. Most of these cap and trade programs work by
requiring major sources of emissions, such as electric power
plants, or major producers of fuels, such as refineries and gas
processing plants, to acquire and surrender emission allowances
corresponding with their annual emissions of greenhouse gases. The
number of allowances available for purchase is reduced each year
until the overall greenhouse gas emission reduction goal is
achieved. As the number of greenhouse gas emission allowances
declines each year, the cost or value of allowances is expected to
escalate significantly.





In December 2015, the United States participated in the 21st
Conference of the Parties of the United Nations Framework
Convention on Climate Change in Paris, France. The resulting Paris
Agreement calls for the parties to undertake “ambitious
efforts” to limit the average global temperature, and to
conserve and enhance sinks and reservoirs of greenhouse gases. The
Agreement went into effect on November 4, 2016. The Agreement
establishes a framework for the parties to cooperate and report
actions to reduce greenhouse gas emissions. Also, on June 29, 2016,
the leaders of the United States, Canada and Mexico announced an
Action Plan to, among other things, boost clean energy, improve
energy efficiency, and reduce greenhouse gas emissions. The Action
Plan specifically calls for a reduction in methane emissions from
the oil and gas sector by 40% to 45% by 2025. . On June 1, 2017
President Trump announced the United States would withdraw from the
Paris Agreement, which by its terms cannot happen prior to November
4, 2020.





Restrictions on emissions of methane or carbon dioxide that may be
imposed could adversely affect the oil and natural gas industry. At
this time, it is not possible to accurately estimate how potential
future laws or regulations addressing greenhouse gas emissions
would impact our business. It also remains unclear whether and how
the results of the 2016 U.S. election could impact the regulation
of greenhouse gas emissions at the federal and state
level.





In addition, claims have been made against certain energy companies
alleging that greenhouse gas emissions from oil and natural gas
operations constitute a public nuisance under federal and/or state
common law. As a result, private individuals may seek to enforce
environmental laws and regulations against us and could allege
personal injury or property damages. While our business is not a
party to any such litigation, we could be named in actions making
similar allegations. An unfavorable ruling in any such case could
significantly impact our operations and could have an adverse
impact on our financial condition.





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Moreover, there has been public discussion that climate change may
be associated with extreme weather conditions such as more intense
hurricanes, thunderstorms, tornadoes and snow or ice storms, as
well as rising sea levels. Another possible consequence of climate
change is increased volatility in seasonal temperatures. Some
studies indicate that climate change could cause some areas to
experience temperatures substantially colder than their historical
averages. Extreme weather conditions can interfere with our
production and increase our costs and damage resulting from extreme
weather may not be fully insured. However, at this time, we are
unable to determine the extent to which climate change may lead to
increased storm or weather hazards affecting our
operations.





Regulation of Hydraulic Fracturing





Hydraulic fracturing is an important common practice that is used
to stimulate production of hydrocarbons, particularly natural gas,
from tight formations, including shales. The process, which
involves the injection of water, sand and chemicals under pressure
into formations to fracture the surrounding rock and stimulate
production, is typically regulated by state oil and natural gas
commissions. However, legislation has been proposed in recent
sessions of Congress to amend the Safe Drinking Water Act to repeal
the exemption for hydraulic fracturing from the definition of
“underground injection,” to require federal permitting
and regulatory control of hydraulic fracturing, and to require
disclosure of the chemical constituents of the fluids used in the
fracturing process. Furthermore, several federal agencies have
asserted regulatory authority over certain aspects of the process.
For example, the EPA has recently taken the position that hydraulic
fracturing with fluids containing diesel fuel is subject to
regulation under the Underground Injection Control program,
specifically as “Class II” Underground Injection
Control wells under the Safe Drinking Water Act.





In addition, the EPA plans to develop a Notice of Proposed
Rulemaking by June 2018, which would describe a proposed mechanism
- regulatory, voluntary, or a combination of both - to collect data
on hydraulic fracturing chemical substances and mixtures. Also, on
June 28, 2016, the EPA published a final rule prohibiting the
discharge of wastewater from onshore unconventional oil and gas
extraction facilities to publicly owned wastewater treatment
plants. The EPA is also conducting a study of private wastewater
treatment facilities (also known as centralized waste treatment, or
CWT, facilities) accepting oil and gas extraction wastewater. The
EPA is collecting data and information related to the extent to
which CWT facilities accept such wastewater, available treatment
technologies (and their associated costs), discharge
characteristics, financial characteristics of CWT facilities, and
the environmental impacts of discharges from CWT
facilities.





On August 16, 2012, the EPA published final regulations under
the federal Clean Air Act that establish new air emission controls
for oil and natural gas production and natural gas processing
operations. Specifically, the EPA’s rule package includes New
Source Performance standards to address emissions of sulfur dioxide
and volatile organic compounds and a separate set of emission
standards to address hazardous air pollutants frequently associated
with oil and natural gas production and processing activities. The
final rule seeks to achieve a 95% reduction in volatile organic
compounds emitted by requiring the use of reduced emission
completions or “green completions” on all
hydraulically-fractured wells constructed or refractured after
January 1, 2015. The rules also establish specific new
requirements regarding emissions from compressors, controllers,
dehydrators, storage tanks and other production equipment. The
EPA received numerous requests for reconsideration of these rules
from both industry and the environmental community, and court
challenges to the rules were also filed. In response, the EPA has
issued, and will likely continue to issue, revised rules responsive
to some of the requests for reconsideration. On May 12, 2016,
the EPA amended its
regulations to impose new standards for methane and volatile
organic compounds emissions for certain new, modified, and
reconstructed equipment, processes, and activities across the oil
and natural gas sector. On the same day, the EPA finalized a plan
to implement its minor new source review program in Indian country
for oil and natural gas production, and it issued for public
comment an information request that will require companies to
provide extensive information instrumental for the development of
regulations to reduce methane emissions from existing oil and gas
sources. These standards, as well as any future laws and their
implementing regulations, may require us to obtain pre-approval for
the expansion or modification of existing facilities or the
construction of new facilities expected to produce air emissions,
impose stringent air permit requirements, or mandate the use of
specific equipment or technologies to control
emissions.





Furthermore, there are certain governmental reviews either underway
or being proposed that focus on environmental aspects of hydraulic
fracturing practices. The EPA is currently evaluating the
potential impacts of hydraulic fracturing on drinking water
resources. On December 13, 2016, the EPA released a study examining
the potential for hydraulic fracturing activities to impact
drinking water resources, finding that, under some circumstances,
the use of water in hydraulic fracturing activities can impact
drinking water resources. Also, on February 6, 2015, the EPA
released a report with findings and recommendations related to
public concern about induced seismic activity from disposal wells.
The report recommends strategies for managing and minimizing the
potential for significant injection-induced seismic events. Other
governmental agencies, including the U.S. Department of Energy, the
U.S. Geological Survey, and the U.S. Government Accountability
Office, have evaluated or are evaluating various other aspects of
hydraulic fracturing. These ongoing or proposed studies could spur
initiatives to further regulate hydraulic fracturing and could
ultimately make it more difficult or costly for us to perform
fracturing and increase our costs of compliance and doing
business.





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Several states, including Texas, and local
jurisdictions, have adopted, or are considering adopting,
regulations that could restrict or prohibit hydraulic fracturing in
certain circumstances, impose more stringent operating
standards and/or require the disclosure of the composition of
hydraulic fracturing fluids. The Texas Legislature adopted
legislation, effective September 1, 2011, requiring oil and gas
operators to publicly disclose the chemicals used in the hydraulic
fracturing process. The Texas Railroad Commission adopted
rules and regulations implementing this legislation that apply to
all wells for which the Texas Railroad Commission issues an initial
drilling permit after February 1, 2012. The law requires that
the well operator disclose the list of chemical ingredients subject
to the requirements of OSHA for disclosure on an internet website
and file the list of chemicals with the Texas Railroad Commission
with the well completion report. The total volume of water used to
hydraulically fracture a well must also be disclosed to the public
and filed with the Texas Railroad Commission. Also, in May 2013,
the Texas Railroad Commission adopted rules governing well casing,
cementing and other standards for ensuring that hydraulic
fracturing operations do not contaminate nearby water resources.
The rules took effect in January 2014. Additionally, on October 28,
2014, the Texas Railroad Commission adopted disposal well rule
amendments designed, among other things, to require applicants for
new disposal wells that will receive non-hazardous produced water
and hydraulic fracturing flowback fluid to conduct seismic activity
searches utilizing the U.S. Geological Survey. The searches are
intended to determine the potential for earthquakes within a
circular area of 100 square miles around a proposed new disposal
well. The disposal well rule amendments, which became effective on
November 17, 2014, also clarify the Texas Railroad
Commission’s authority to modify, suspend or terminate a
disposal well permit if scientific data indicates a disposal well
is likely to contribute to seismic activity. The Texas Railroad
Commission has used this authority to deny permits for waste
disposal wells.





There has been increasing public controversy regarding hydraulic
fracturing with regard to the use of fracturing fluids, induced
seismic activity, impacts on drinking water supplies, use of water
and the potential for impacts to surface water, groundwater and the
environment generally. A number of lawsuits and enforcement actions
have been initiated across the country implicating hydraulic
fracturing practices. If new laws or regulations that significantly
restrict hydraulic fracturing are adopted, such laws could make it
more difficult or costly for us to perform fracturing to stimulate
production from tight formations as well as make it easier for
third parties opposing the hydraulic fracturing process to initiate
legal proceedings based on allegations that specific chemicals used
in the fracturing process could adversely affect groundwater. In
addition, if hydraulic fracturing is further regulated at the
federal, state or local level, our fracturing activities could
become subject to additional permitting and financial assurance
requirements, more stringent construction specifications, increased
monitoring, reporting and recordkeeping obligations, plugging and
abandonment requirements and also to attendant permitting delays
and potential increases in costs. Such legislative changes could
cause us to incur substantial compliance costs, and compliance or
the consequences of any failure to comply by us could have a
material adverse effect on our financial condition and results of
operations. Currently, it is not possible to estimate the impact on
our business of newly enacted or potential federal, state or local
laws governing hydraulic fracturing.





Other Regulation of the Oil and Natural Gas Industry





The oil and natural gas industry is extensively regulated by
numerous federal, state and local authorities. Legislation
affecting the oil and natural gas industry is under constant review
for amendment or expansion, frequently increasing the regulatory
burden. Also, numerous departments and agencies, both federal and
state, are authorized by statute to issue rules and regulations
that are binding on the oil and natural gas industry and its
individual members, some of which carry substantial penalties for
failure to comply. Although the regulatory burden on the oil and
natural gas industry increases our cost of doing business and,
consequently, affects our profitability, these burdens
generally do not affect us any differently or to any greater or
lesser extent than they affect other companies in the industry with
similar types, quantities and locations of production.





The availability, terms and cost of transportation significantly
affect sales of oil and natural gas. The interstate transportation
and sale for resale of oil and natural gas is subject to federal
regulation, including regulation of the terms, conditions and rates
for interstate transportation, storage and various other matters,
primarily by FERC. Federal and state regulations govern the price
and terms for access to oil and natural gas pipeline
transportation. FERC’s regulations for interstate oil and
natural gas transmission in some circumstances may also affect the
intrastate transportation of oil and natural gas.





Although oil and natural gas prices are currently unregulated,
Congress historically has been active in oil and natural gas
regulation. We cannot predict whether new legislation to regulate
oil and natural gas might be proposed, what proposals, if any,
might actually be enacted by Congress or the various state
legislatures, and what effect, if any, the proposals might have on
our operations. Sales of condensate and oil and natural gas liquids
are not currently regulated and are made at market
prices.





Drilling
and Production.Our
operations are subject to various types of regulation at the
federal, state and local level. These types of regulation include
requiring permits for the drilling of wells, drilling bonds and
reports concerning operations. The state, and some counties and
municipalities, in which we operate also regulate one or more of
the following:





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●
 the
location of the wells


●
 the
method of drilling and casing wells;


●
 the
timing of construction or drilling activities, including season
wildlife closures;


●
 the
rates of production or “allowables”;


●
 the
surface use and restoration of properties upon which wells are
drilled;


●
 the
plugging and abandoning of wells; and


●
 notice
to, and consultation with, surface owners and other third
parties.





State laws regulate the size and shape of drilling and spacing
units or proration units governing the pooling of oil and natural
gas properties. Some states allow forced pooling or integration of
tracts to facilitate exploration while other states rely on
voluntary pooling of lands and leases. In some instances, forced
pooling or unitization may be implemented by third parties and may
reduce our interest in the unitized properties. In addition, state
conservation laws establish maximum rates of production from oil
and natural gas wells, generally prohibit the venting or flaring of
natural gas and impose requirements regarding the ratability of
production. These laws and regulations may limit the amount of oil
and natural gas we can produce from our wells or limit
the number of wells or the locations at which we can drill.
Moreover, each state generally imposes a production or severance
tax with respect to the production and sale of oil, natural gas and
natural gas liquids within its jurisdiction. States do not regulate
wellhead prices or engage in other similar direct regulation, but
we cannot assure you that they will not do so in the
future. The effect of such future regulations may be to limit the
amounts of oil and natural gas that may be produced from our wells,
negatively affect the economics of production from these wells or
to limit the number of locations we can drill.





Federal, state and local regulations provide detailed requirements
for the abandonment of wells, closure or decommissioning of
production facilities and pipelines and for site restoration in
areas where we operate. The U.S. Army Corps of Engineers
and many other state and local authorities also have regulations
for plugging and abandonment, decommissioning and site restoration.
Although the U.S. Army Corps of Engineers does not require bonds or
other financial assurances, some state agencies and municipalities
do have such requirements.





Natural Gas Sales and Transportation.Historically, federal legislation and regulatory
controls have affected the price of the natural gas we produce
and the manner in which we market our production. FERC has
jurisdiction over the transportation and sale for resale of natural
gas in interstate commerce by natural gas companies under the
Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978.
Since 1978, various federal laws have been enacted which have
resulted in the complete removal of all price and non-price
controls for sales of domestic natural gas sold in “first
sales,” which include all of our sales of our own
production. Under the Energy Policy Act of 2005, FERC has
substantial enforcement authority to prohibit the manipulation of
natural gas markets and enforce its rules and orders, including the
ability to assess substantial civil penalties.





FERC also regulates interstate natural gas transportation rates and
service conditions and establishes the terms under which we may use
interstate natural gas pipeline capacity, which affects the
marketing of natural gas that we produce, as well as the
revenues we receive for sales of our natural gas and release of
our natural gas pipeline capacity. Commencing in 1985, FERC
promulgated a series of orders, regulations and rule makings that
significantly fostered competition in the business of transporting
and marketing gas. Today, interstate pipeline companies are
required to provide nondiscriminatory transportation services to
producers, marketers and other shippers, regardless of whether such
shippers are affiliated with an interstate pipeline company.
FERC’s initiatives have led to the development of a
competitive, open access market for natural gas purchases and sales
that permits all purchasers of natural gas to buy gas directly from
third-party sellers other than pipelines. However, the natural gas
industry historically has been very heavily regulated; therefore,
we cannot guarantee that the less stringent regulatory approach
currently pursued by FERC and Congress will continue indefinitely
into the future nor can we determine what effect, if any, future
regulatory changes might have on our natural gas related
activities.





Under FERC’s current regulatory regime, transmission services
are provided on an open-access, non-discriminatory basis at
cost-based rates or negotiated rates. Gathering service, which
occurs upstream of jurisdictional transmission services, is
regulated by the states onshore and in state waters. Although its
policy is still in flux, FERC has in the past reclassified certain
jurisdictional transmission facilities as non-jurisdictional
gathering facilities, which has the tendency to increase
our costs of transporting gas to point-of-sale
locations.





Oil Sales and Transportation.Sales of crude oil, condensate and natural gas
liquids are not currently regulated and are made at negotiated
prices. Nevertheless, Congress could reenact price controls in the
future.





Our crude oil sales are affected by the availability, terms
and cost of transportation. The transportation of oil in common
carrier pipelines is also subject to rate regulation. FERC
regulates interstate oil pipeline transportation rates under the
Interstate Commerce Act and intrastate oil pipeline transportation
rates are subject to regulation by state regulatory commissions.
The basis for intrastate oil pipeline regulation, and the degree of
regulatory oversight and scrutiny given to intrastate oil pipeline
rates, varies from state to state. Insofar as effective interstate
and intrastate rates are equally applicable to all comparable
shippers, we believe that the regulation of oil transportation
rates will not affect our operations in any materially different
way than such regulation will affect the operations of our
competitors.





-15-
 Table of Contents





Further, interstate and intrastate common carrier oil pipelines
must provide service on a non-discriminatory basis. Under this open
access standard, common carriers must offer service to all shippers
requesting service on the same terms and under the same rates. When
oil pipelines operate at full capacity, access is governed by
prorationing provisions set forth in the pipelines’ published
tariffs. Accordingly, we believe that access to oil pipeline
transportation services generally will be available to us to
the same extent as to our competitors.





State Regulation.Texas
regulates the drilling for, and the production, gathering and sale
of, oil and natural gas, including imposing severance taxes and
requirements for obtaining drilling permits. Texas currently
imposes a 4.6% severance tax on oil production and a 7.5% severance
tax on natural gas production. States also regulate the method of
developing new fields, the spacing and operation of wells and the
prevention of waste of oil and natural gas resources. States may
regulate rates of production and may establish maximum daily
production allowable from oil and natural gas wells based on market
demand or resource conservation, or both. States do not regulate
wellhead prices or engage in other similar direct economic
regulation, but we cannot assure you that they will not
do so in the future. The effect of these regulations may be to
limit the amount of oil and natural gas that may be produced from
our wells and to limit the number of wells or locations we can
drill.





The petroleum industry is also subject to compliance with various
other federal, state and local regulations and laws. Some of those
laws relate to resource conservation and equal employment
opportunity. We do not believe that compliance with these laws will
have a material adverse effect on us.





OSHA and Other Laws and Regulations





We are subject to the requirements of the federal Occupational
Safety and Health Act (“OSHA”) and comparable state
statutes. The OSHA hazard communication standard, the EPA community
right-to-know regulations under Title III of CERCLA and similar
state statutes require that we organize and/or disclose information
about hazardous materials used or produced in our operations. These
laws also require the development of risk management plans for
certain facilities to prevent accidental releases of pollutants. We
believe that we are in substantial compliance with these applicable
requirements and with other OSHA and comparable
requirements.





Employees





As of July 31, 2018, we had 3 full-time employees. We regularly use
independent contractors and consultants to perform various drilling
and other services. None of our employees are represented by a
labor union or covered by any collective bargaining
agreement.





Facilities





Our corporate headquarters were previously located in Amarillo,
Texas but, at date of this filing, have been relocated to Plano,
Texas. We believe that our facilities are adequate for our current
operations.





Insurance Matters





The oil and natural gas industry involves a variety of operating
risks, including the risk of fire, explosions, blow outs, pipe
failures and, in some cases, abnormally high-pressure formations
which could lead to environmental hazards such as oil spills,
natural gas leaks and the discharge of toxic gases. If any of these
should occur, we could incur legal defense costs and could be
required to pay amounts due to injury, loss of life, damage or
destruction to property, natural resources and equipment, pollution
or environmental damage, regulatory investigation and penalties and
suspension of operations. We
are not insured fully against all risks associated with our
business either because such insurance is not available or because
premium costs are considered prohibitive. A loss not fully covered
by insurance could have a material adverse effect on our business,
financial condition and results of operations.





We reevaluate the purchase of insurance, policy terms and limits
annually. Future insurance coverage for our industry could increase
in cost and may include higher deductibles or retentions. In
addition, some forms of insurance may become unavailable in the
future or unavailable on terms that we believe are economically
acceptable. No assurance can be given that we will be able to
maintain insurance in the future at rates that we consider
reasonable and we may elect to maintain minimal or no insurance
coverage. We may not be able to secure additional insurance or
bonding that might be required by new governmental regulations.
This may cause us to restrict our operations, which might severely
impact our financial position. The occurrence of a significant
event, not fully insured against, could have a material adverse
effect on our financial condition and results of
operations.





-16-
 Table of Contents





Available Information





We maintain an Internet website under the name
www.amazingenergy.com. We file annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K,
proxy statements and other documents with the SEC under the
Exchange Act. The public may read and copy any materials that we
file with the SEC at the SEC’s Public Reference Room at 100 F
Street, NE, Washington DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Also, the SEC maintains an Internet website that
contains reports, proxy and information statements, and other
information regarding issuers, including the Company, that file
electronically with the SEC. The public can obtain any document we
file with the SEC at www.sec.gov.





ITEM
1A.
 RISK FACTORS.





We are a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information under
this item.





ITEM 1B.
 UNRESOLVED STAFF COMMENTS.





Not applicable.





ITEM
2.
 PROPERTIES – TEXAS OIL AND GAS








Pecos County, Texas – The Company has leasehold rights within
approximately 70,000 gross acres in Pecos County, Texas, which lies
within the Permian Basin. This basin, which is
one of the major producing regions in the United States, is
characterized by an extensive production history, a favorable
operating environment, mature infrastructure, long reserve life,
multiple producing horizons, enhanced recovery potential and a
large number of operators.The Permian Basin is
characterized by high oil and liquids rich natural gas, multiple
vertical and horizontal target horizons, extensive production
history, long-lived reserves and high drilling success
rates. The property is located
in the Northeast region of the Pecos County. The Pecos leasehold is
positioned west of the Yates Field (Approximately 1.6 Billion BO
produced) and east of the Taylor Link Field (Approximately 17
million BO produced). Our leasehold also lies within the White
& Baker Field (Approximately 5 million BO produced) and
portions of the Walker Field (Approximately 10 million BO
produced). The Pecos leasehold is comprised of multiple leases. Our
acreage position in the Permian Basin is characterized by several
commercial hydrocarbon formations which begin around 1,300 ft. down
to around 10,000 ft. The formations in the area include the Yates,
Seven Rivers, Greyburg, Queen (Upper and Lower), San Adreas,
Strawn, Devonian and Ellenburger. The Company began drilling
operations in October 2010 to target the Greyburg and Queen
formation. Since then the Company has drilled 23 wells throughout
the property of which 21 wells are producing intermittently and 2
wells are shut-in. All the wells that the Company has drilled have
been to a depth of approximately 2,000 ft. During
the year ended July 31, 2018, the WWJD #31 was drilled to
approximately 4,000 ft. and the Company did several types of
testing which included 26 sets of drilled sidewall
cores.





-17-
 Table of Contents





The following table summarizes our estimated proved and probable
oil and gas reserves for the fiscal years ended July 31, 2018, 2017
and 2016.





Proved
and Probable Reserves (BOE)July
31,2018
2017
2016Proved
developed
40,090
234,010
429,387Proved
undeveloped
358,218
261,958
315,803Total
proved
398,308
495,968
745,190Probable
undeveloped
211,355
-
-Total
Reserves
609,663
495,968
745,190Percent
of total proved resources
65%
100%
100%


Proved and probable oil and gas reserves





The following table sets forth information regarding our estimated
proved reserves as of July 31, 2018. See Note 17 to our
consolidated financial statements in this report for additional
information.





Summary of oil and gas reserves as of July 31, 2018





Proved and Probable ReservesOil
Natural
Gas
Total
Percent
PV-10(Bbl)
(Mcf)
(BOE)
(%)
($)Proved
developed
26,790
79,800
40,090
6.58%
$390,410Proved
undeveloped
262,480
574,430
358,218
58.76%
$6,122,620Total
proved
289,270
654,230
398,308
65.33%
$6,513,030Probable
undeveloped
154,820
339,210
211,355
34.67%
$2,564,390Total
Reserves
444,090
993,440
609,663
100.00%
$9,077,420





Reconciliation of PV-10 to Standardized Measure





PV-10 is our estimate of the present value of future net revenues
from proved oil and gas reserves after deducting estimated
production and ad valorem taxes, future capital costs and operating
expenses, but before deducting any estimates of future income
taxes. PV-10 is a non-GAAP, financial measure and generally differs
from the Standardized Measure, the most directly comparable GAAP
financial measure, because it does not include the effects of
income taxes on future cash flows. PV-10 should not be considered
as an alternative to the Standardized Measure as computed under
GAAP.





We believe PV-10 to be an important measure for evaluating the
relative significance of our oil and gas properties and that the
presentation of PV-10 provides useful information to investors
because it is widely used by professional analysts and
sophisticated investors in evaluating oil and gas companies.
Because there are many unique factors that can impact an individual
company when estimating the amount of future income taxes to be
paid, we believe the use of a pre-tax measure is valuable for
evaluating our company. We believe that most other companies in the
oil and gas industry calculate PV-10 on the same
basis.





-18-
 Table of Contents








The following table provides a reconciliation of PV-10 to the
Standardized Measure of discounted future net cash flows at July
31, 2018 and 2017:





2018
2017Standardized
Measure, beginning of year
$4,465,998
$4,628,877Sales
of oil produced, net of production costs
(41,648)
22,999Net
changes in prices, development and production costs
1,906,668
3,802,489Change
in estimated future development costs
(960,920)
98,145Extensions,
discoveries and improved recovery, less related costs
-
616,979Development
costs incurred and changes during the period
552,135
370,090Revisions
of previous quantity estimates
(1,917,137)
(3,752,407)Accretion
of discount
491,923
792,334Net
changes in production rates and other
1,192,528
(3,216,146)Purchase
of reserves
69,060
-Sales
of reserves
-
(941,505)Net
changes in income taxes
874,362
2,044,143Standardized
Measure, end of year
$6,632,969
$4,465,998





Proved Undeveloped Reserves





As of July 31, 2018, we had 358,218 BOE of undeveloped (“PUD”) reserves,
which is an increase of 96,260 BOE, compared with 261,958 BOE of
PUD reserves at July 31, 2017.





Preparation of Reserves Estimates





Our policies regarding internal controls over the recording of
reserve estimates require reserve estimates to be in compliance
with SEC rules, regulations and guidance and prepared in accordance
with “Standards Pertaining to the Estimating and Auditing of
Oil and Gas Reserves Information (Revision as of February 19,
2007)” promulgated by the Society of Petroleum Engineers
(“SPE standards”). Our proved reserves are estimated at
the property level and compiled for reporting purposes by corporate
reservoir engineering consultants, all of whom are independent of
our operations team. We maintain our evaluations of our reserves in
a secure reserve engineering database. The corporate reservoir
engineering consultants interact with Company Management and with
accounting employees to obtain the necessary data for the reserves
estimation process. Our Management staff works closely with our
external engineers to ensure the integrity, accuracy and timeliness
of data that is furnished to them for their reserve estimation
process. All of the reserve information maintained in our secure
reserve engineering database is provided to the external engineers.
In addition, other pertinent data is provided such as seismic
information, geologic maps, well logs, production tests, material
balance calculations, well performance data, operating procedures
and relevant economic criteria. We make available all information
requested, including our pertinent personnel, to the external
engineers as part of their evaluation of our reserves. For the
years ended July 31, 2018, and July 31, 2017, we engaged Mire &
Associates, Inc., an independent petroleum engineer, to prepare
independent estimates of the extent and value of the proved
reserves associated with certain of our oil and gas
properties.





Controls over Reserve Estimates





Compliance as it relates to reporting the Company’s reserves
is the responsibility of Will McAndrew, CEO of the Company, who has
over 47 years’ experience in resource-based
companies.





With respect to the Company’s properties, the control over
reserve estimates included retaining Mire & Associates, Inc. as
our independent and geological engineering firm for the periods
indicated in its reports.  The Company provided Mire &
Associates, Inc. with information about its oil and gas properties,
including production profiles, prices and costs, and Mire &
Associates, Inc. reviewed the estimates of the reserves
attributable to oil properties.  Mire & Associates, Inc.
is an independent expert engineering, geological, technical and
advisory company providing services to the oil and gas industry.





-19-
 Table of Contents





All of the information on the Company’s oil and gas reserves
for the years ended July 31, 2018, 2017 and 2016 in this Form 10-K
is derived from Mire & Associates, Inc.’s
reports.





Oil and Gas Production, and Prices





The following table sets forth summary information regarding net
oil and gas production for the last three fiscal years. We
determined the BOE using the ratio of six MCF of natural gas to one
BOE.





For the years ended July 31,2018
2017
2016Production (NET)Oil (Bbls)
5,761
5,566
7,396Gas (MCF)
32,498
37,521
21,492Total BOE
11,177
11,820
10,978Total average BOE per day
31
32
30Average pricesOil (Bbls)
$52.59
$42.91
$36.49Gas (Mcf)
1.82
2.22
2.03Total per BOE
$52.89
$43.28
$36.83





The oil and gas sales revenues shown in the table below are the
Company’s net share of annual revenues in each project for
the past three fiscal years:





For the years ended July 31,2018
2017
2016Oil revenue
302,996
219,078
224,997Gas revenue
59,249
57,424
25,479$362,245
$276,502
$250,476





Drilling Activity – Past Two Years





The following table sets forth information on our drilling
activity. The information should not be considered indicative of
future performance nor should it be assumed that there is
necessarily any correlation between the numbers of productive wells
drilled, quantities of reserves found or economic
value.





-20-
 Table of Contents





Cumulative
Well Status
Wells
Drilled
Cumulative
Well StatusDrilling Activity/Well Status
at
7/31/2018
YE
7/31/2018
7/31/2017Gross
Net
Gross
Net
Gross
NetDevelopment
Wells:Productive
-Texas
25.00
21.49
2.00
2.00
23.00
15.50Test
Wells (Dry)
-
-
-
-
-
-Exploration
Wells:Productive
-
-
-
-
-
-Dry
-
-
-
-
-
-Total Drilled Wells:Productive
-Texas
25.00
21.49
2.00
2.00
23.00
15.50Test
Wells (Dry)
-
-
-
-
-
-Acquired
Wells:Productive
-Texas
-
-
-
-
-
-Total Wells:Productive
-Texas
25.00
21.49
2.00
2.00
23.00
15.50Test
Wells (Dry)
-
-
-
-
-
-Total
25.00
21.49
2.00
2.00
23.00
15.50Well Type:Oil
-
-
-
-
-
-Gas
-
-
-
-
-
-Combination
-Oil and Gas
25.00
21.49
2.00
2.00
23.00
15.50Test
Wells (Dry)
-
-
-
-
-
-Total
25.00
21.49
2.00
2.00
23.00
15.50





Delivery Commitments.





As of July 31, 2018, the Company does not have any delivery
commitments for product obtained from its wells.





Mineral Lease Interests





The following table summarizes the Company’s leased acreage
as of July 31, 2018:





-21-
 Table of Contents





AMAZ
Interest
AMAZ
InterestTotal
Acres
Developed
Acres
Undeveloped
AcresLeasehold Interests - 7/31/2018
Gross
Net
Gross
Net
Gross
NetSurface through San Andres -Pecos
County, Texas AMI
43,176
18,708
465
465
42,711
18,243Total
Acreage
43,176
18,708
465
465
42,711
18,243Additional
Lease Deep Rights for a portionof
Total Acreage above
20,400
8,192
0
0
20,400
8,192





The Company’s mineral lease interests as detailed above
represents leased acreage within the Pecos County 70,000 acre AMI
as of July 31, 2018. Through a series of agreements with
representatives of mineral owners, the Company has the right to
acquire additional acreage for future development encompassing a
large percentage of the 70,000 acres not under lease at July 31,
2018. Under those agreements the Company is required to make annual
payments into trust accounts to hold the acquisition opportunity.
As actual leases are acquired those trust funds are available to
pay the lease cost per acre at predetermined
amounts.





The Company is obligated to pay certain bonus lease payments
related to certain of its lease properties.  The Company is
required to pay $27,000 each year on the JT Walker lease on
annually on August 7th.
  The Company is also required to pay $200,000 every five
years on August 7thfor
the JPMorgan lease. The most recent payment on this lease was
made in July 2017. The next JPMorgan lease payment is due by August
7, 2022.  The Company is current in its lease payments under
these leases.





ITEM
3.
 LEGAL PROCEEDINGS.





On September 7, 2017, Amazing Energy LLC and Jilpetco Inc. were
served with a summons and complaint in Cause No. P-7600-83-CV in
the 83rd
District Court in Pecos County, Texas.
The nature of the litigation is that Amazing Energy & Jilpetco
were joined as defendants in a case in Pecos County, Texas, between
Fredrick Bartlett Wulff, Sr. et al plaintiffs and Benedum &
Trees, LLC et al defendants. The suit alleges breach of lease,
breach of implied duty to explore and develop, and requests a
declaratory judgment that the leases are terminated, and the suit
requests an accounting of lease production. The case in the early
stages of discover as to the claims against the Company. Management
intends to seek an early resolution of this case by settlement, but
will vigorously defend the case. It is too early in the litigation
to evaluate the likely outcome or to evaluate the range of losses,
as the lease interests involved are small fractional interests. In
the opinion of the Company’s management, none of the pending
litigation, disputes or claims against it, if decided adversely,
will have a material adverse effect on the Company’s
financial condition, cash flows or results of
operations.





On December 11, 2017, Amazing Energy LLC and Jilpetco Inc. were
each served with a summons and complaint in Cause No. P-7813-83-CV
in the 83rdDistrict
Court in Pecos County, Texas. Amazing Energy and Jilpetco were
named as defendants in a case by Rumson Royalty Company as the
plaintiff.  The suit alleges Amazing Energy and Jilpetco have
suspended certain royalty and/or overriding interest payments owed
to the plaintiff, and requests a declaratory judgment seeking the
plaintiff’s share of production proceeds and reasonable
attorney’s fees. Management will vigorously defend the case.
It is too early in the litigation to evaluate the likely outcome or
to evaluate the financial impact of the lawsuit, if any. In the
opinion of the Company’s Management, none of the pending
litigation, disputes or claims against it, if decided adversely,
will have a material adverse effect on the Company’s
financial condition, cash flows or results of
operations.





ITEM
4.
 MINE SAFETY DISCLOSURES.





Not applicable.





-22-
 Table of Contents





PART II





ITEM
5.
 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.





The Company’s stock trades under the category OTCQX on the
OTC Markets system. The Company’s trading symbol is
“AMAZ”.





The Company changed its name from Gold Crest Mines, Inc. to Amazing
Energy Oil and Gas, Co. and its trading symbol from
“GCMN” to “AMAZ” on January 21, 2015. The
Company also underwent a 40 to 1 reverse stock split. The Company
also changed its fiscal year end in conjunction with the reverse
acquisition from December 31st
to July 31st.





The following table sets forth for our common stock, the high and
low closing bid quotations per share, taken from the Internet, for
our common stock for each quarter for the periods indicated. The
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual
transactions.





Price Per ShareHigh Bid
Low BidFiscal Year Ending July 31,2018First
quarter ending October 31, 2017
$0.46
$0.25Second
quarter ending January 31, 2018
0.87
0.34Third
quarter ending April 30, 2018
0.94
0.35Fourth
quarter ending July 31,2018
0.60
0.25Fiscal Year Ending July 31,2017First
quarter ending October 31, 2016
$0.63
$0.30Second
quarter ending January 31, 2017
0.52
0.29Third
quarter ending April 30, 2017
0.30
0.17Fourth
quarter ending July 31,2017
0.40
0.20





Shareholders





As of July 31, 2018, there were approximately 601 shareholders of
record of the Company’s common stock as furnished to the
Company by its transfer agent and does not account for shares owned
through clearing houses.





Dividend Policy





Holders of common and preferred stock are entitled to receive
dividends as may be declared by the Board of Directors. The Board
of Directors is not restricted from paying any dividends, but is
also not obligated to declare a dividend. No dividends have ever
been declared and it is not anticipated that dividends will ever be
paid. The Board of Director’s discretion as to the payment of
a dividend will be dependent upon the Company's financial
condition, results of operations, capital requirements, and such
other factors as the Board of Directors deem relevant.





Transfer Agent





The transfer agent for the Company’s common stock is American
Stock Transfer and Trust Company, 6201 15th Avenue, Brooklyn, NY
11219 - astfinancial.com.





Stockholders’ Equity and Equity Transactions





The Company is authorized to issue 3,000,000,000 shares of its
common stock. All shares of common stock are equal to each other
with respect to voting, liquidation, dividend, and other rights.
Owners of shares are entitled to one vote for each share owned at
any Shareholders’ meeting. The common stock of the Company
does not have cumulative voting rights, which means that the
holders of more than fifty percent (50%) of the shares voting in an
election of directors may elect all of the directors if they choose
to do so. The Company is authorized to issue 10,000,000 shares of
its preferred stock with a $.001 par value per share.





-23-
 Table of Contents





During the year ended July 31, 2018 and 2017, the Company had the
following equity transactions:





Common Stock:





During the years ended July 31, 2018 and 2017, the Company issued
12,920,010 and 6,249,959 shares of common stock, respectively, for
cash of $3,230,000 and $1,636,212.





During the years ended July 31, 2018 and 2017, the Company issued
856,626 and 31,625 shares of common stock with total fair values of
$535,200 and $12,375, respectively, as compensation for
services.





During the years ended July 31, 2018 and 2017, the Company issued
3,617,556 and -0- shares of common stock for lease interests with
total fair values of $1,736,429 and $-0-,
respectively.





On May 27, 2017, the related party noteholders of notes payable
agreed to extend the maturity date of the Notes to December 31,
2017. As consideration for the change in terms, the Company issued
to the noteholders an aggregate 460,000 shares of the
Company’s common stock with a fair value of
$105,800.





Preferred Stock:





On July 31, 2016, the Company issued 9,000 shares of its Preferred
Series A stock with par value of $0.01 per share. These shares were
issued to Jed Miesner, the Company’s controlling shareholder,
in exchange for cancellation of $900,000 of related party interest
payable in the amount of $612,697 and convertible debt payable to
JLM Strategic Investments, LP in the amount of $287,303. The stated
issue price was $100 per share. Each share of preferred stock has
10,000 votes and votes with the common shares on all matters
submitted to the shareholders for a vote. Holders of the Series A
Preferred Stock will not be entitled to receive a dividend. Upon a
liquidation event, an amount in cash equal to $100 per share, for a
total of $900,000 at July 31, 2017 shall be paid prior to
liquidation payments to holders of Company securities junior to the
Series A Preferred Stock. On July 31, 2021, any
shares of the Series A Preferred Stock outstanding will be
convertible, at the discretion of the holder, for a period of three
years, into common stock purchase warrants of the Company with an
exercise price of $1.00 per share on the basis of 110 shares of
common stock for each one share of Series A Preferred Stock
outstanding.





During the years ended July 31, 2018 and 2017 there were no
transactions with respect to outstanding preferred
stock.





Warrants:





During the years ended July 31, 2018 and 2017, the Company issued
3,469,391 and -0- warrants with total fair values of $1,038,587 and
$-0-, respectively, as compensation for services.





During the years ended July 31, 2018 and 2017, the Company issued
136,666 and -0- warrants for oil and gas property interests with
total fair values of $77,961 and $-0-, respectively.





The composition of the Company’s warrants outstanding at July
31, 2018 is as follows:





-24-
 Table of Contents





Exercise
Expiration
Date InPrice
2019
2020
2021
2022
2023
Total$0.37
-
-
-
-
20,175
20,175$0.40
-
-
1,030,000
300,000
15,000
1,345,000$0.43
-
-
-
-
21,525
21,525$0.44
-
-
-
-
38,900
38,900$0.50
-
1,200,000
400,000
-
-
1,600,000$0.51
-
-
-
-
58,150
58,150$0.60
2,674,576
-
200,000
5,000
23,875
2,903,451$0.64
-
-
-
-
12,125
12,125$0.67
-
-
25,000
-
35,000
60,000$0.74
-
-
-
-
17,975
17,975$1.00
-
-
203,332
-
-
203,3322,674,576
1,200,000
1,858,332
305,000
242,725
6,280,633





There were no warrants exercised during the year ended July 31,
2018.





Stock Options:








In February 2017, the Board of Directors adopted and approved the
2017 Stock Option Plan (the “2017 Plan”). The 2017
Plan, by its terms, required a majority vote of the Company’s
shareholders, within 12 months of the adoption of the 2017 Plan, to
approve the 2017 Plan. A majority of the Company’s
shareholders never approved the 2017 Plan and therefore the 2017
Plan is now void. No options were ever issued pursuant to the 2017
Plan.





On August 11, 2017, the Board of Directors authorized the grant of
5,835,000 options to purchase shares of common stock of the Company
to certain officers related to their employment agreements (the
“Listing Options”). The Listing Options will vest and
be immediately exercisable on the date the Company's stock is
traded on the American Stock Exchange, the New York Stock Exchange,
or any of the NASDAQ trading tiers. The Listing Options shall have
an exercise price equal to the closing price on the date such
trading commences. As of July 31, 2018, management has determined
the probability of such an event is doubtful and, therefore, has
not recognized any compensation expense to date regarding the
Listing Options.





On August 11, 2017, the Board of Directors authorized the grant of
11,750,000 options to purchase shares of common stock of the
Company to certain officers. The options have an exercise price of
$0.40 and expire five years from the date of grant. 2,937,500 of
the options vested immediately on the grant date and the remainder
shall vest 25% annually upon each anniversary of the grant date.
For the year ended July 31, 2018, the Company recognized a fair
value of $1,436,575 for the vested options and the ratable
recognition of unvested options as stock-based compensation.
Unrecognized compensation related to the option grant is $1,436,575
as of July 31, 2018, to be recognized over the remaining life of
the options.





On August 11, 2017, the Board of Directors authorized the grant of
10,000,000 options to purchase shares of common stock of the
Company to its Chief Executive Officer. The options have an
exercise price of $0.40 per share and expire five years from the
date of grant. 2,000,000 options vested on the date of grant. The
fair value of the grant was $489,047 which was recognized as
stock-based compensation at the date of grant. The remaining
8,000,000 options contained market and performance conditions, of
which 4,000,000 options are to vest based on market conditions
being met and 4,000,000 options will vest upon achievement of
certain performance objectives. Management has assessed the
likelihood of market conditions and the probability of performance
conditions being realized and recognize a fair value of $647,987
for the year ending July 31, 2018.





-25-
 Table of Contents





On September 26, 2017, the Board of Directors also authorized the
grant of 500,000 options to purchase shares of common stock of the
Company to certain directors.  These options have an exercise
price of $0.40 and expire on September 26, 2021. The fair value of
the grant was $137,056 which the Company recognized as stock-based
compensation for the year ended July 31, 2018. The options vested
immediately at the date of grant.





The composition of the Company’s stock options outstanding at
July 31,2018 is as follows:





Exercise
Expiration
Date inPrice
2021
2022
Total$0.40
500,000
27,585,000
28,085,000Totals
500,000
27,585,000
28,085,000





At July 31, 2018, the Company had reserved 34,365,633 common shares
for future exercise of warrants and options.





ITEM
6.
 SELECTED FINANCIAL DATA.





We are a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information under
this item.





ITEM
7.
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.





The following discussion should be read in conjunction with our
audited financial statements and notes thereto included herein. In
connection with, and because we desire to take advantage of, the
“safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, we caution readers regarding certain
forward-looking statements in the following discussion and
elsewhere in this report and in any other statement made by us, or
on our behalf, whether or not in future filings with the Securities
and Exchange Commission. Forward-looking statements are statements
not based on historical information and which relate to future
operations, strategies, financial results or other developments.
Forward-looking statements are necessarily based upon estimates and
assumptions that are inherently subject to significant business
economic and competitive uncertainties and contingencies, many of
which are beyond our control and many of which, with respect to
future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward-looking statements made by us, or on our behalf. We
disclaim any obligation to update forward-looking
statements.





The independent registered public accounting firm’s report on
the Company’s financial statements as of July 31,2018, and
for each of the years in the two-year period then ended, includes a
“going concern” explanatory paragraph that describes
substantial doubt about the Company’s ability to continue as
a going concern.





Safe Harbor Provision





This Management’s Discussion and Analysis includes a number
of forward-looking statements that reflect our current views with
respect to future events and financial performance. Forward-looking
statements are often identified by words like:
“believe,” “expect,” “plan,”
“estimate,” “anticipate,”
“intend,” “project,” “will,”
“predicts,” “seeks,” “may,”
“would,” “could,” “potential,”
“continue,” “ongoing,”
“should,” and similar expressions, or words which, by
their nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply only as
of the date of this Form 10-K. These forward-looking statements are
subject to certain risks or uncertainties that could cause actual
results to differ materially from historical results or from our
predictions. We undertake no obligation to update or revise
publicly any forward-looking statements, whether because of new
information, future events, or otherwise.





-26-
 Table of Contents





Overview





We are in the business of exploration, development, and production
of oil and gas in the Permian Basin of West Texas.
This basin,
which is one of the major producing basins in the United States, is
characterized by an extensive production history, a favorable
operating environment, mature infrastructure, long reserve life,
multiple producing horizons, enhanced recovery potential and a
large number of operators.The Permian Basin is
characterized by high oil and liquids rich natural gas, multiple
vertical and horizontal target horizons, extensive production
history, long-lived reserves and high drilling success
rates. As of July 31, 2018, the
Company has leasehold rights located within approximately 70,000
acres in Pecos County, Texas. We believe that our concentrated
acreage position provides us with an opportunity to achieve cost,
operating and recovery efficiencies in the development of our
drilling inventory. Our activities have been primarily focused on
vertical development of the Queen formation over the Central Basin
platform, which separates the Midland Basin from the Delaware
Basin, all of which are part of the Permian Basin in West Texas.
Additional drilling targets could include the Greyburg, San Andreas
and Devonian zones.





Our near-term success depends primarily on attracting developmental
capital to continue to drill, develop reserves and increase
production within the leased acreage that we currently control. We
are also open to acquiring oil and gas producing properties that
would be accretive to our shareholders. We are the operator of 100%
of our Permian Basin acreage. This operating control allows us to
better execute on our strategies of enhancing returns through
operational and cost efficiencies and increasing ultimate
hydrocarbon recovery by seeking to continually improve our drilling
techniques, completion methodologies and reservoir evaluation
processes. Additionally, as the operator of all of our acreage, we
retain the ability to increase or decrease our capital expenditure
program based on commodity price outlooks. This operating control
also enables us to obtain data needed for efficient exploration of
our prospects. The Company owns a small drilling rig
(2,500’), completion rig, pulling unit and various equipment
to operate the property.





We have been operating at a net loss situation. Given the current
oil prices, and the inherent expenses of running a public company
in the oil and gas industry, it is uncertain if and when we may
achieve profitable operations as a small company.





Commodity Prices.





Our results of operations are heavily influenced by commodity
prices. Factors that may impact future commodity prices, including
the price of oil and natural gas, include: (1) weather conditions
in the United States and where the Company's property interests are
located; (2) economic conditions, including demand for
petroleum-based products, in the United States and the rest of the
world; (3) actions by OPEC, the Organization of Petroleum Exporting
Countries; (4) political instability in the Middle East and other
major oil and natural gas producing regions; (5) governmental
regulations; (6) domestic tax policy; (7) the price of foreign
imports of oil and natural gas; (8) the cost of exploring for,
producing and delivering oil and natural gas; (9)  the
discovery rate of new oil and natural gas reserves; (9) the
rate of decline of existing and new oil and natural gas reserves;
(10) available pipeline and other oil and natural gas
transportation capacity; (11) the ability of oil and natural gas
companies to raise capital; (12) the overall supply and demand for
oil and natural gas; and (13) the availability of alternate fuel
sources.





The Company cannot predict the occurrence of events that may affect
future commodity prices or the degree to which these prices will be
affected, the prices for any commodity that we produce will
generally approximate current market prices in the geographic
region of the production. Furthermore, the Company has not entered
into any derivative contracts, including swap agreements for oil
and gas.





Fiscal 2018 Activity





Our fiscal year 2018 activity focused on conventional drilling in
the Queen formation in Pecos County, Texas. We spudded 2
conventional wells and completed 2 wells in fiscal 2018, compared
to spudding 1 conventional well and completion of 1 well in fiscal
2017. We continued to develop the Queen formation in Pecos County,
Texas during fiscal 2018. The rate of drilling wells depends on
raising capital to fund drilling and completion. Our overall
accomplishments in fiscal 2018 include:





●
 Production.
Net production for fiscal 2018 totaled 11,177 BOE, compared to
11,820 BOE in fiscal 2017, a 5.5% decrease due to an emphasis on
scientific testing for enhanced evaluation of the property during
the year ended July 31, 2018. Production for fiscal 2018 was 52%
oil and 48% natural gas.





●
 In July 2017, the
Company paid its largest lessors their 5-year prepaid bonuses
totaling $200,000 in satisfaction of lease
obligations.





In fiscal 2018, our estimated net proved reserves decreased 19.7%,
or 97,660 BOE to 398,308
BOE from 495,968 BOE. Our proved reserves at fiscal year-end 2018
were 72% oil and 28% natural gas, compared to 62% oil and 38%
natural gas at year-end 2017.





-27-
 Table of Contents





Plan for Fiscal 2019





For the fiscal year ending July 31, 2019, in order to develop
additional reserves and production, we plan to continue raising
funds to continue drilling shallow oil and gas wells located within
the 70,000 acres, in Pecos County, where our leasehold rights
exist. We anticipate raising such funds through joint ventures
working interest holder participation, whereby the company would
retain a carried working interest participation because of its
existing lease ownership. In order to keep the leasehold in good
standing, we adhere to the Continuous Drilling Clause for each
respective lease and meet the requirements found therein. Capital
expenditures and thus drilling activity for fiscal 2019 depend, to
a significant extent, on the future market prices for
oil.





The Company’s Expansion Strategy includes the
following:





●
 Capital
Expenditure Strategy for Pecos Asset





●
 Pecos County
acreage represents the main revenue driver for Amazing
Energy.





●
 Management plans to
implement a monthly capital budget to drill additional
wells





●
 Seeking
to Acquire Additional Assets





●
 Potential
pipeline acquisition with current positive cash
flow.





●
 The company is
geographically agnostic within the U.S. and is comfortable
participating in both operated and non-operated transactions in
most geological basins located in the lower 48 States 
but
on a more practical basis prefers locations contiguous to
Texas.





●
 Growth
through JV/ Farm Out





●
 The Company intends
to initiate discussions with other operators for the purpose of
forming joint-ventures on current acreage as well as any acreage
acquired in the future.





●
 Any such
joint-ventures could allow Amazing to leverage the resources and
know-how of leading operators
to drive significant shareholder value within Amazing.





RESULTS OF OPERATIONS – FOR THE YEARS ENDED JULY 31, 2018 AND
2017





The following is a summary of the Company’s revenue for the
years ended July 31, 2018 and July 31,2017:





Year ended July 31,2018
2017
Increase
% Change(Decrease)Oil
sales
$302,996
$219,078
$83,918
38.31%Natural
gas sales
59,249
57,424
1,825
3.18%Field
services revenue
84,389
124,618
(40,229)
-32.28%Total
revenue
$446,634
$401,120
$45,514
11.35%





Our oil and gas revenue increased from $276,502 for the year ended
July 31, 2017 to $362,245 for the year ended July 31, 2018, which
was an increase of $85,743. Multiple factors contributed to the
increase in oil and gas revenue. Although oil production slightly
decreased, our natural gas production increased significantly as
compared to the prior year’s production. The average
commodity prices for oil and natural gas were improved for fiscal
2018 as compared to than the average price of oil and gas in fiscal
2017.





Field service revenue decreased from $124,618 for fiscal 2017 to
$84,389 for fiscal 2018, which was a decrease of $40,229. The
decrease in field service revenue was due in part to decreased
field services on the properties that Jilpetco operated,
acquisition of outside working interests in operated properties,
and limited drilling and completion work during the fiscal year
ending July 31, 2018.





As of July 31, 2018, the Company’s oil and gas production was
generated from twenty-five wells. The working interest ownership
was 100% as of July 31, 2018.





-28-
 Table of Contents





The following is a summary of the Company operating expenses for
the years ended July 31, 2018 and July 31, 2017:





Year ended July 31,2018
2017
Increase
% Change(Decrease)Production
costs
$130,056
$436,604
$(306,548)
-70.21%Depletion,
depreciation and amortization
342,426
301,124
41,302
13.72%Selling
general and administrative expenses
6,286,876
822,336
5,464,540
664.51%Accretion
expense
9,449
9,396
53
0.56%(Gain)
on sale of mineral properties
-
(170,000)
170,000
-100.00%Total
operating expenses
$6,768,807
$1,399,460
$5,369,347
383.67%





General and administrative costs increased from $822,336 incurred
in fiscal 2017 compared to $6,286,876 in fiscal 2018, which is an
increase of $5,464,540. Detail of the increase is detailed as
follows:





Increase(decrease)
in non cash stock and warrant compensation
$3,795,472Increase(decrease)
in consulting expense
$268,790Increase(decrease)
in legal fees
$49,213Increase(decrease)
in investor relations expense
$153,463Increase(decrease)
in travel expense
$54,345Increase(decrease)
in reimbursements
$111,194Increase(decrease)
in salaries, employee benefits and payroll taxes
$954,140Increase(decrease)
in general corporate expenses
$77,923Total
Increase in General and Administrative Expenses
$5,464,540





Depletion,
depreciation and amortization expense increased from $301,124 in
fiscal 2017 to $342,426 in fiscal 2018.





Due to the volatile nature of our business, we expect that
revenues, as well as the related variable expenses, will continue
to fluctuate substantially quarter–to–quarter and
year–to–year. Our revenues may vary
significantly from period to period as a result of changes in
volumes of production sold, production mix or commodity
prices. Our average price on a
BOE basis for oil and gas changed from $43.28 in fiscal 2017 to
$52.89 in fiscal 2018, which was an increase of $9.61. Production
expenses will fluctuate according to the number and percentage
ownership of producing wells, as well as the amount of revenues
being contributed by such wells. Our goal is to improve cash flow
in order to cover operating costs and expenses by attracting
additional working interest partners to fund our drilling
program.





LIQUIDITY AND CAPITAL RESOURCES





Our primary resource is our leasehold rights which are located
within an approximately 70,000-acre position in Pecos County, TX
and the related oil and gas reserves. Our ability to develop our
leasehold position is dependent upon investor groups willing to
deploy the requisite capital with us. Our plans are to continue to
attract drilling and completion funds whereby the investor earns a
75% working interest participation and our company retains a 25%
“carried working interest” participation. The ability
to attract such capital is dependent upon, among other economic
factors, the prices for oil and gas, and the continued favorable
income tax treatment that passes through to working interest
participants.





-29-
 Table of Contents





CASH FLOWS





Changes in the net funds provided by or (used in) each of our
operating, investing and financing activities are set forth in the
table below:





July 31,2018
July 31,2017
Increase(Decrease)Net
cash used in operating activities
$(2,014,926)
$(961,340)
$(1,053,586)Net
cash provided by (used in) investing activities
$(934,922)
$5,543
$(940,465)Net
cash provided by financing activities
$2,716,440
$1,367,623
$1,349,317





CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES





Cash flow from operating activities is derived from net loss less
noncash items that impact net loss, plus changes in current asset
and liabilities account balances. For the year ended July 31, 2018,
cash used by operating activities was $2,014,926 in comparison to
cash used by operating activities in the amount of $961,340 for the
year ended July 31, 2017. This increase in cash used by operating
activities of $1,053,586 was primarily due to losses from
operations.





CASH FLOW (USED IN) INVESTING ACTIVITIES





Cash flow used in investing activities is primarily attributable to
investment in oil and gas properties.





CASH FLOW FROM FINANCING ACTIVITIES





Cash flow from financing activities was principally attributable to
$3,230,000 in proceeds from sales of common stock. Cash used in
note repayments was $513,560.





OIL AND GAS RESERVES





The Company’s total net proved developed and undeveloped and
probable oil and gas reserves and related values are summarized in
the following table:





Net Reserves
Cash FlowsOil
Gas
Non
Discounted(BO)
(Mcf)
Discounted
at 10%As
of July 31,2018
444,090
993,440
$13,045,460
$9,077,420As
of July 31,2017
305,440
1,143,170
$9,722,900
$7,052,380





Quantities of the oil and gas net reserves have increased from July
31, 2017 to July 31, 2018 and the projected cash flows increased
because the prices for the analysis as of July 31,2017 were based
upon oil at $48.71 per barrel and gas at $3.01 per MMBTU and the
reserve analysis was based on oil prices at $61.55 per barrel and
gas at $2.91 per MMBTU at July 31,2018.





ITEM
7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





We are a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information under
this item.





-30-
 Table of Contents





ITEM
8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





INDEX TO FINANCIAL STATEMENTS





IndexREPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
F-1Consolidated Balance
Sheets
F-2Consolidated Statements of
Operations
F-3Consolidated Statements of
Changes in Stockholders’ Equity
F-4Consolidated Statements of
Cash Flows
F-5Notes to Financial
Statements
F-7
























































-31-
 Table of Contents





Report of
Independent Registered Public Accounting Firm





To the shareholders and the board of directors of Amazing Energy
Oil and Gas, Co. and Subsidiaries





Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of
Amazing Energy Oil and Gas, Co. and Subsidiaries (the "Company") as
of July 31, 2018 and 2017, the related statements
of operations, changes in stockholders’ equity and cash
flows for each of the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as
of July 31, 2018 and 2017, and the results of its operations
and its cash flows for each of the years then ended, in conformity
with accounting principles generally accepted in the United
States of America.





TheCompany’s
Ability to Continue as a Going Concern


The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has limited
financial resources, negative working capital and an accumulated
deficit at July 31, 2018. These factors raise substantial doubt
about its ability to continue as a going concern.
Management’s plans in regard to these matters are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.





Basis for Opinion


These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the
PCAOB.





We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express
no such opinion.





Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.





/s/ DeCoria, Maichel & Teague, P.S.





DeCoria, Maichel & Teague, P.S.


We have served as the Company's independent auditor since
2014


Spokane, Washington


October 29, 2018











F-1
 Table of Contents
  AMAZING ENERGY OIL AND
GAS, CO. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS





July
31
July
312018
2017ASSETSCurrent
assets:Cash
and cash equivalents
$523,695
$756,603Receivable
from working interest owners
33,954
64,392Production
revenue receivable
48,188
39,901Prepaid
expenses
40,000
67,843Total
current assets
645,837
928,739Oil
and gas properties - proved, net
5,422,989
3,869,489Oil
and gas properties - unproved
3,079,492
2,049,593Property
and equipment, net
434,528
545,812Other
assets
78,600
76,622TOTAL
ASSETS
$9,661,446
$7,470,255LIABILITIES AND STOCKHOLDERS' EQUITYCurrent
liabilities:Accounts
payable and accrued liabilities
$295,015
$139,821Payable
to related party
25,038
-Promissory
notes, related party
311,730
430,892Note
payable
-
50,000Notes
payable, related parties
-
347,500Note
payable on acquisition, related party
-
104,167Equipment
note payable
10,247
10,006Due
to working interest owners
389,562
421,423Accrued
interest payable, related parties
400,805
244,009Total
current liabilities
1,432,397
1,747,818Long
term liabilities:Promissory
notes, related party
2,769,440
2,650,278Equipment
note payable
22,847
34,981Asset
retirement obligation
258,575
183,397Total
liabilities
4,483,259
4,616,474Commitments
and contingencies, (Note 13)
-
-Stockholders’
equity:Preferred stock, no par value, 10,000,000 shares
authorized;Series
A, par value $0.01, 9,000 shares issued and
outstanding
90
90Series
B, par value $0.01, 50,000 shares issued and
outstanding
500
500Common
stock, par value $0.001 per share; 3,000,000,000 shares
authorized;
83,977
66,58183,975,232
issued and outstanding at July 31, 201866,581,040
issued and outstanding at July 31, 2017Additional
paid-in capital
37,637,323
28,814,857Accumulated
deficit
(32,543,703)
(26,028,247)Total
stockholders' equity
5,178,187
2,853,781TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
$9,661,446
$7,470,255


The accompanying notes are an integral part of these financial
statements





F-2
 Table of Contents


AMAZING ENERGY OIL AND
GAS, CO. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS





Year
Ended July 31,2018
2017RevenueOil
and gas sales
$362,245
$276,502Oilfield
service revenue
84,389
124,618Total
Gross Revenue
446,634
401,120Operating
ExpenseProduction
costs
130,056
436,604Depreciation,
depletion and amortization
342,426
301,124General
and administrative expense
6,286,876
822,336Accretion
expense
9,449
9,396Gain
on sale of mineral rights
-
(170,000)Total
Operating Expenses
6,768,807
1,399,460Loss
from operations
(6,322,173)
(998,340)Other
(income) expenseInterest
and other income
(13,946)
(3,175)Financing
fees associated with debt modification
-
105,800Interest
expense
-
7,276Interest
expense, related parties
207,229
264,567Total
other (income) expense
193,283
374,468Loss
before taxes
(6,515,456)
(1,372,808)Provision
for income taxes
-
-Net loss
(6,515,456)
(1,372,808)Deemed capital distribution on acquisition of common control
entityNet loss attributable to common stockholders
$(6,515,456)
$(1,796,456)Net
Loss per share:Net
Loss per share of common stock, basic and diluted
$(0.092)
$(0.030)Weighted
average shares of common stock outstanding, basic and
diluted
70,733,286
64,437,390





The accompanying notes are an integral part of these financial
statements










F-3
 Table of Contents





AMAZING ENERGY OIL AND
GAS, CO. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY





AdditionalPreferred Stock
Common Stock
paid-in
AccumulatedShares
Amount
Shares
Amount
capital
deficit
TotalBalance, July 31, 2016
59,000
$590
59,839,456
$59,840
$27,638,956
$(24,655,439)
$3,043,947Issuance
of common stock for cash


6,249,959
6,250
1,629,962

1,636,212Issuance
of common stock for services


31,625
31
12,344

12,375Acquisition
of common control entity




(571,745)

(571,745)Common
shares issued for debt modification


460,000
460
105,340

105,800Net
loss





(1,372,808)
(1,372,808)Balance, July 31, 2017
59,000
590
66,581,040
66,581
28,814,857
(26,028,247)
2,853,781Issuance
of common stock for cash


12,920,008
12,920
3,217,080

3,230,000Issuance
of common stock for services


856,628
857
534,343

535,200Issuance
of common stock for oil and gas properties


3,617,556
3,619
1,732,810

1,736,429Stock
purchase warrants issued for oil and gas properties




77,961

77,961Stock
purchase warrants issued for services




1,038,587

1,038,587Stock
options issued for services




2,221,685

2,221,685Net
loss





(6,515,456)
(6,515,456)Balance, July 31, 2018
59,000
$590
83,975,232
$83,977
$37,637,323
$(32,543,703)
$5,178,187














The
accompanying notes are an integral part of these financial
statements



































F-4
 Table of Contents





AMAZING ENERGY OIL AND GAS,
CO. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS


Year
Ended July 31,2018
2017Cash Flows From Operating ActivitiesNet
loss
$(6,515,456)
$(1,372,808)Adjustments to reconcile net loss to net cash from
operations:Stock
based compensation
3,795,472
12,375Accretion
expense
9,449
9,396Depreciation,
depletion and amortization
342,426
301,124Bad
debt expense
-
31,404Gain
on sale of leasehold interest
-
(170,000)Financing
fees associated with debt modification
-
105,800Change
in:Receivable
from working interest owners
30,438
(24,454)Production
revenue receivable
(8,287)
(2,858)Other
assets
(1,978)
-Prepaid
expenses
27,843
(6,760)Accounts
payable and accrued liabilities
155,194
(66,802)Due
to working interest owners
(6,823)
(1,442)Accrued
interest payable, related parties
156,796
223,685Net cash from operating activities
(2,014,926)
(961,340)Cash Flows From Investing ActivitiesInvestment
in oil and gas properties
(1,122,422)
(562,155)Acquisition
of property and equipment
(12,000)
(212,898)Purchase
letter of credit for operator bond
-
(50,000)Proceeds
from sale of oil and gas working interests
200,000
656,596Proceeds
from sale of property and equipment
-
4,000Proceeds
from sale of leasehold and mineral rights
-
170,000Net cash from investing activities
(934,422)
5,543Cash Flows From Financing ActivitiesProceeds
from sale of common stock
3,230,000
1,603,961Proceeds
from notes payable, related parties
25,000
225,000Proceeds
from note payable
-
50,000Payments
on note payable
(50,000)
-Advances
from line of credit
-
175,000Payments
on line of credit
-
(225,000)Payments
on notes payable, related parties
(372,500)
(57,500)Payments
on equipment note
(11,893)
(8,005)Payments
on note payable on acquisition, related party
(104,167)
(395,833)Net cash from financing activities
2,716,440
1,367,623Net change in cash
(232,908)
411,826Cash and cash equivalents - beginning of year
756,603
344,777Cash and cash equivalents - end of year
$523,695
$756,603











F-5
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS


Supplemental cash disclosuresCash
paid for interest
$34,993
$27,834Non-cash investing and financing activitiesAcquisition
of oil and gas properties for shares of common stock
$1,736,429
$-Acquisition
of oil and gas properties for warrants to purchase common
stock
$77,961
$-Due
to working interest owners transferred to related party, Note
6
$25,038
$-Equipment
acquired with note payable
$-
$52,992Acquisition
of common control entity in exchange for related party note and
oilfield receivable, related party
$-
$571,745Deemed
capital distribution on acquisition of common control
entity
$-
$423,648
 
 The accompanying notes are an integral part of these financial
statements


F-6
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND
SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





NOTE 1 – NATURE OF OPERATIONS





Amazing Energy Oil and Gas, Co. is incorporated in the State of
Nevada. Through its primary subsidiary, Amazing Energy, Inc., also
a Nevada corporation, the Company operates its main business of
exploration, development, and production of oil and gas in the
Permian Basin of West Texas. On October 7, 2014, the Company
entered into a change in control agreement with certain
shareholders of Amazing Energy, Inc. The change in control
agreement was the first step in a reverse merger process whereby
the shareholders of Amazing Energy, Inc. would control about 95% of
the shares of common stock of Amazing Energy Oil and Gas, Co., and
Amazing Energy Oil and Gas, Co. would own 100% of the outstanding
shares of common stock of Amazing Energy, Inc. This entire reverse
merger process was completed in July of 2015.





Amazing Energy, Inc. was formed in 2010 as a Texas corporation and
then changed its domicile to Nevada in 2011. The Company owns
interests in oil and gas properties located in Texas. The Company
is primarily engaged in the acquisition, exploration and
development of oil and gas properties and the production and sale
of oil and natural gas. Amazing Energy, LLC was formed in December
2008 as a Texas Limited Liability Company. In December of 2010,
Amazing Energy, Inc. and Amazing Energy, LLC were combined as
commonly controlled entities.





On July 31, 2016, the Company acquired Gulf South Securities, Inc.
(“GSSI”). GSSI was organized to be active in various
aspects of the securities industry and was registered as a
broker-dealer with the Financial Industry Regulatory Authority
(“FINRA”) and the Securities and Exchange Commission
(“SEC”). The Company allowed GSSI’s FINRA
registration to lapse as of February 28, 2017.  On January 8,
2018, the Company dissolved Gulf South Securities,
Inc.





On August 31, 2016, the Company acquired 100% of the total
outstanding shares of common stock of Jilpetco, Inc., a Texas
corporation (“Jilpetco”) which was owned by Jed
Miesner, the Chairman of the Company’s board of directors at
the time of the transaction, in consideration of $500,000. Jilpetco
is engaged in the business of operating and providing oilfield
services to oil and gas properties. As a result, Jilpetco became a
wholly owned subsidiary corporation of the Company. The parties
agreed to allow Jed Miesner to assign certain accounts receivable
and to exclude certain personal property from the transaction. In
addition, the $500,000 consideration for the acquisition is in the
form of a note payable at 6% interest. (See Note 6).





Due to the Company and Jilpetco relationship with Jed Meisner, the
acquisition was accounted for as common control acquisition. Under
this method of accounting, the Company’s Consolidated
Financial Statements were recasted to reflect Jilpetco’s
historical book basis in its assets and liabilities as if the two
companies had always been combined. The difference between the
purchase price and historical cost of the net assets acquired was
recorded as a deemed capital distribution of $423,648 as of August
1, 2016.








NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES





Basis of presentation





This summary of significant accounting policies is presented to
assist in understanding the financial statements. The financial
statements and notes are representations of the Company’s
management, which is responsible for their integrity and
objectivity. These consolidated financial statements and related
notes are presented in accordance with accounting principles
generally accepted in the United States. (U.S. GAAP)





The financial statements are presented on a consolidated basis and
include all of the accounts of Amazing Energy Oil and Gas, Co. and
its wholly owned subsidiaries, Amazing Energy, Inc., Amazing Energy
LLC, and Jilpetco, Inc. and Kisa Gold Mining, Inc. All significant
intercompany balances and transactions have been
eliminated.





The consolidated statement of operations for the year ended July
31, 2017 has been revised to eliminate intercompany oilfield
service revenue and related production costs between Amazing Energy
Oil and Gas, Co. and Jilpetco. The impact of the revisions was to
decrease both categories by $160,659. The revision had no impact on
the net loss on the consolidated statement of operations, the
consolidated balance sheet at July 31, 2017, or the consolidated
statement of cash flows for the year ended July 31,
2017.








F-7
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Going Concern





These consolidated financial statements have been prepared in
accordance with U.S. GAAP as a going concern, which assumes that
the Company will be able to meet its obligations and continue its
operations for the next twelve months.





As shown in the accompanying financial statements, the Company has
incurred operating losses since inception. As of July 31, 2018, the
Company has limited financial resources with which to achieve the
objectives and obtain profitability and positive cash flows. At
July 31, 2018, the Company has an accumulated deficit of
$32,453,703 and a working capital deficit of $786,560. Achievement
of the Company's objectives will be dependent upon the ability to
obtain additional financing, to locate profitable oil and gas
properties and generate revenue from current and planned business
operations, and control costs. The Company plans to fund its future
operations by joint venturing, obtaining additional financing from
investors, and/or lenders, and attaining additional commercial
production. However, there is no assurance that the Company will be
able to achieve these objectives, therefore substantial doubt about
its ability to continue as a going concern exists. Although
management believes that it will be able to obtain the necessary
funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such
methods will prove successful. The financial statements do not
include adjustments relating to the recoverability of recorded
assets nor the implications of associated bankruptcy costs should
the Company be unable to continue as a going concern.





Revenue and Cost Recognition





The Company uses the sales method of accounting for oil and gas
revenues. Under this method, revenues are recognized based on the
actual volumes of gas and oil sold to purchasers. The volume sold
may differ from the volumes the Company may be entitled to, based
on the Company’s individual interest in the property.
Periodically, imbalances between production and nomination volumes
can occur for various reasons. In cases where imbalances have
occurred, a production imbalance receivable or liability will be
recorded when determined. Costs associated with production are
expensed in the period in which they are incurred.





The Company also provided oilfield services to both related party
entities and outside oil and gas well owners.  Revenue from
administration fees to unrelated working interest owners are
recognized on an accrual basis in the period services are
provided.





Receivables





Production revenue receivable consist of oil and natural gas
revenues due under normal trade terms. Receivables are carried at
original amounts on joint interest billings less an estimate for
doubtful accounts. Management determines the allowance by regularly
evaluating individual working interest owner receivables and
considering their financial condition, credit history and current
economic conditions.





Due to Working Interest Owners





The Company provides oilfield services which includes interest
owner accounting and subsequent disbursement of the interest
owners’ pro-rata share of oil proceeds from a given lease.
Generally, the pro-rata share of oil proceeds less any applicable
pro-rata share of operating expenses is distributed to the interest
owner within two months of sale of oil and natural gas. The due to
working interest owners balances comprises those proceeds which
have yet to be distributed to interest owners as a result of the
time required to process administrative functions and process
payment and any revenue suspense.





Asset Retirement Obligations





The fair value of a liability for an asset’s retirement
obligation (“ARO”) is recognized in the period in which
a contractual obligation is created and if a reasonable estimate of
fair value can be made. A corresponding charge capitalized as part
of the carrying amount of the related long-lived asset. The
liability is accreted to its then-present value each subsequent
period, and the capitalized cost is depleted over the useful life
of the related asset. Abandonment costs incurred are recorded as a
reduction of the ARO liability.





Inherent in the fair value calculation of an ARO are numerous
assumptions and judgments including the ultimate settlement
amounts, inflation factors, credit adjusted discount rates, timing
of settlement, and changes in the legal, regulatory, environmental,
and political environments. To the extent future revisions to these
assumptions impact the fair value of the existing ARO liability, a
corresponding adjustment is made to the oil and gas property
balance. Settlements greater than or less than amounts accrued as
ARO are recorded as a gain or loss upon settlement.








F-8
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Use of Estimates





The preparation of financial statements in conformity with US GAAP
requires management to make estimates and certain assumptions that
affect the amounts reported in these consolidated financial
statements and accompanying notes. Management’s estimates
include estimates of impairment in carrying value of assets and
liabilities, and collectability of recorded oilfield services
receivables, stock-based compensation, deferred income taxes, asset
retirement obligations, oil and gas property ceiling tests, and
depreciation, depletion and amortization. Actual results could
differ from these estimates.





Risks and Uncertainties





The Company’s operations are subject to significant risks and
uncertainties, including financial, operational, technological, and
other risks associated with operating an emerging oil and gas
business, including the potential risk of business
failure.





Concentration of Risks





The Company’s cash is placed with a highly rated financial
institution, and the Company periodically reviews the credit
worthiness of the financial institutions with which it does
business. At times, the Company’s cash balances are in excess
of amounts guaranteed by the Federal Deposit Insurance
Corporation.





The Company’s oil and gas revenue originates from production
from its properties in Texas. Each revenue stream is sold to a
single purchaser of minerals through month to month contracts.
While this creates a purchaser concentration, there are alternate
buyers of the production in event the sole customer is unable or
unwilling to purchase.





The Company sells most of its production to only two purchasers. As
a result, during the fiscal years ended July 31,2018 and 2017,
these purchasers represented 50% or more of its oil and gas
revenue.





Cash and Cash Equivalents





The Company considers all highly liquid investments purchased with
a remaining maturity of three months or less when acquired to be
cash equivalents.





Restricted Cash





As of July 31, 2018 and 2017, the Company has a letter of credit in
the amount of $50,000 in favor of the Texas Railroad Commission as
a bond for reclamation on its oil and gas properties which is
included in other assets on the consolidated balance
sheet.





Income Taxes





The Company accounts for income taxes using the liability method.
The liability method requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of
(i) temporary differences between financial statement carrying
amounts of assets and liabilities and their basis for tax purposes
and (ii) operating loss and tax credit carry-forwards for tax
purposes. Deferred tax assets are reduced by a valuation allowance
when management concludes that it is more likely than not that a
portion of the deferred tax assets will not be realized in a future
period. The Company recognizes a tax benefit from an uncertain
position when it is more likely than not that the position will be
sustained upon examination, based on the technical merits of the
position and will record the largest amount of tax benefit that is
greater than 50% likely of being realized upon settlement with a
taxing authority. The Company classifies any interest and penalties
associated with income taxes as income tax expense.





Fair value of financial instruments





Financial instruments consist of cash
and various notes payable. The fair value of these financial
instruments approximate the carrying value.











F-9
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Property, plant, and equipment





Property, plant, and equipment are stated at cost. Improvements
which significantly increase an asset’s value or
significantly extend its useful life are capitalized and
depreciated over the asset’s remaining useful life. When
property, plant or equipment is sold at a price either higher or
lower than its carrying amount, or un-depreciated cost at the date
of disposal, the difference between the sale proceeds over the
carrying amount is recognized as gain, while a loss is recognized
when the carrying amount exceeds the sale proceeds. Property,
plant, and equipment are depreciated on a straight-line basis over
their useful lives, which are typically five to seven years for
equipment. Realization of the carrying value of other property and
equipment is reviewed for possible impairment whenever events or
changes in circumstances indicate that the carrying amount may not
be recoverable. Assets are determined to be impaired if a forecast
of undiscounted estimated future net operating cash flows directly
related to the asset, including disposal value, if any, is less
than the carrying amount of the asset. If any asset is determined
to be impaired, the loss is measured as the amount by which the
carrying amount of the asset exceeds its fair value. Repairs and
maintenance costs are expensed in the period incurred.





Oil and gas properties





The Company uses the full cost method of accounting for oil and gas
properties. Under this method of accounting, all costs incurred in
the acquisition, exploration and development of oil and natural gas
properties, including unproductive wells, are capitalized. This
includes any internal costs that are directly related to property
acquisition, exploration and development activities but does not
include any costs related to production, general corporate overhead
or similar activities. Gain or loss on the sale or other
disposition of oil and natural gas properties is not recognized,
unless the gain or loss would significantly alter the relationship
between capitalized costs and proved reserves.





Oil and natural gas properties include costs that are excluded from
costs being depleted or amortized. Excluded costs represent
investments in unproved and unevaluated properties and include
non-producing leasehold, geological and geophysical costs
associated with leasehold or drilling interests and exploration
drilling costs. These costs are excluded until the project is
evaluated and proved reserves are established or impairment is
determined. Excluded costs are reviewed periodically to determine
if impairment has occurred. The amount of any evaluated or impaired
oil and gas properties is transferred to capitalized costs being
amortized.





Depletion and amortization





The depletion base for oil and natural gas properties includes the
sum of all capitalized costs net of accumulated depreciation,
depletion, and amortization (“DD&A”), estimated
future development costs and asset retirement costs not included in
oil and natural gas properties, less costs excluded from
amortization. The depletion base of oil and natural gas properties
is amortized on a units-of-production method.





Limitation on Capitalized Costs





Under the full-cost method of accounting, the Company is required,
at the end of each fiscal quarter, to perform a test to determine
the limit on the book value of our oil and natural gas properties
(the "Ceiling Test"). If the capitalized costs of our oil and gas
properties, net of accumulated amortization and related deferred
income taxes, exceed the "Ceiling", this excess or impairment
is charged to expense and reflected as additional accumulated
depreciation, depletion and amortization or as a credit to oil and
natural gas properties. The expense may not be reversed in future
periods, even though higher oil and natural gas prices may
subsequently increase the Ceiling. The Ceiling is defined as the
sum of: (a) the present value, discounted at 10 percent,
and assuming continuation of existing economic conditions, of
1) estimated future gross revenues from proved reserves, which
is computed using oil and natural gas prices determined as the
unweighted arithmetic average of the first-day-of-the-month price
for each month within the 12-month period prior to the end of
the reporting period (with consideration of price changes only to
the extent provided by contractual arrangements including hedging
arrangements), less 2) estimated future expenditures (based on
current costs) to be incurred in developing and producing the
proved reserves; plus (b) the cost of properties not being
amortized; plus (c) the lower of cost or estimated fair value
of unproven properties included in the costs being amortized; and
net of (d) the related tax effects related to the difference
between the book and tax basis of our oil and natural gas
properties. The Ceiling Tests did not result in an impairment of
our oil and natural properties during the years ended July 31,
2018 and 2017.











F-10
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





The determination of oil and gas reserves is a subjective process,
and the accuracy of any reserve estimate depends on the quality of
available data and the application of engineering and geological
interpretation and judgment. Estimates of economically recoverable
reserves and future net cash flows depend on a number of variable
factors and assumptions that are difficult to predict and may vary
considerably from actual results. In particular, reserve estimates
for wells with limited or no production history are less reliable
than those based on actual production. Subsequent re-evaluation of
reserves and cost estimates related to future development of proved
oil and gas reserves could result in significant revisions to
proved reserves. Other issues, such as changes in regulatory
requirements, technological advances, and other factors, which are
difficult to predict, could also affect estimates of proved
reserves in the future.





Stock-based compensation





Compensation cost for equity awards is based on the fair value of
the equity instrument on the date of grant.  The Company
estimates the fair value of options and warrants to purchase common
stock using the Black-Scholes model, which requires the input of
some subjective assumptions. These assumptions include estimating
the length of time employees will retain their vested stock options
before exercising them ("expected life"), the estimated volatility
of the Company's common stock price over the expected term
("volatility"), employee forfeiture rate, the risk-free interest
rate and the dividend yield. Changes in the subjective assumptions
can materially affect the estimate of fair value of stock-based
compensation. Options granted have a ten-year maximum term and
varying vesting periods as determined by the Board of
Directors.





For options issued with service vesting conditions, compensation
cost is recognized over the vesting period.  For options
issued with performance conditions, compensation cost is recognized
if and when the Company concludes that the performance condition
will be achieved, net of an estimate of pre-vesting forfeitures.
 For options issued with market conditions, compensation cost
is recognized over the requisite service period and discounted by
the probability of the condition thereof being met.





Environmental laws and regulations





The Company is subject to extensive federal, state, and local
environmental laws and regulations. Environmental expenditures are
expensed or capitalized depending on their future economic benefit.
The Company believes that it is in compliance with existing laws
and regulations.





Fair value measurements





When required to measure assets or liabilities at fair value, the
Company uses a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used. The
Company determines the level within the fair value hierarchy in
which the fair value measurements in their entirety fall. The
categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value
measurement. Level 1 uses quoted prices in active markets for
identical assets or liabilities, Level 2 uses significant other
observable inputs, and Level 3 uses significant unobservable
inputs. The amount of the total gains or losses for the period are
included in earnings that are attributable to the change in
unrealized gains or losses relating to those assets and liabilities
still held at the reporting date. At July 31, 2018 and July 31,
2017, the Company had no assets or liabilities accounted for at
fair value on a recurring basis or nonrecurring
basis.





Recent accounting pronouncements





In May 2014, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update
(“ASU”) No. 2014-09 Revenue Recognition,
replacing guidance currently codified in
Subtopic 605-10 Revenue Recognition-Overall with various
SEC Staff Accounting Bulletins providing interpretive guidance. The
guidance establishes a new five step principle-based
framework in an effort to significantly enhance comparability of
revenue recognition practices across entities, industries,
jurisdictions, and capital markets. The Company intends to adopt
the new standard on August 1, 2018 and expects to use the
modified retrospective method. The Company has evaluated the impact
of the future adoption of ASU No. 2014-09 on its consolidated
financial statements and does not expect significant
changes in the timing of revenue recognition compared to the
existing methodology.





In February 2016 the FASB issued ASU, No. 2016-02, Leases. The ASU
requires companies to recognize on the balance sheet the assets and
liabilities for the rights and obligations created by leased
assets. ASU No. 2016-02 will be effective for the Company on August
1, 2019, with early adoption permitted. The Company is currently
evaluating the impact that the adoption of ASU No. 2016-02 will
have on the Company’s consolidated financial statements and
related disclosures.





F-11
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash
Flows (Topic 230): Classification of Certain Cash Receipts and Cash
Payments. The update provides guidance on classification for cash
receipts and payments related to eight specific issues. The update
is effective for fiscal years beginning after December 15, 2017,
and interim periods within those fiscal years, with early adoption
permitted. The Company is currently evaluating the impact of this
update on the consolidated financial statements.





In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock
Compensation, Improvements to Nonemployee Share-Based Payment
Accounting. ASU No. 2018-07 expands the scope of to include
share-based payment transactions for acquiring goods and services
from nonemployees. ASU No. 2018-07 will become effective
for the Company on August 1, 2019 and early adoption is permitted.
The Company is currently evaluating the impact of this update on
its consolidated financial statements and related
disclosures.





Other accounting standards that have been issued or proposed by
FASB that do not require adoption until a future date are not
expected to have a material impact on the consolidated financial
statements upon adoption. The Company does not discuss recent
pronouncements that are not anticipated to have an impact on or are
unrelated to its financial condition, results of operations, cash
flows or disclosures.








NOTE 3 – EARNINGS PER SHARE





Basic Earnings Per Share (“EPS”) is computed by
dividing net income (loss) by the weighted-average number of shares
outstanding during the period and includes no dilution. Diluted EPS
reflects the potential dilution of securities that could occur from
common shares issuable through convertible debt, convertible
preferred stock and warrants.





The outstanding securities at July 31, 2018 and 2017, that could
have a dilutive effect are as follows:





July 31,2018
July 31,2017Convertible
preferred stock
6,490,000
6,490,000Warrants
6,280,633
2,674,576Stock
options
28,085,000
-Total
potential dilution
40,855,633
9,164,576





For the years ended July 31, 2018 and 2017, the effect of this
potential dilution has not been recognized since it would have been
anti-dilutive.








NOTE 4 – PROPERTY AND EQUIPMENT





As of July 31, 2018 and July 31, 2017, the property and equipment
asset balance was composed of the following:





July 31,2018
July 31,2017Drilling
equipment
$612,000
$600,000Other
equipment
252,204
252,204864,204
852,204Less:
Accumulated depreciation
(429,676)
(306,392)Total
property and equipment
$434,528
$545,812








F-12
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





NOTE 5 – OIL AND GAS PROPERTIES





The Company is currently participating in oil and gas exploration
activities in Texas. The Company’s oil and gas properties are
located entirely in the United States.





The Company’s mineral lease interests represent leased
acreage within the Pecos County 70,000 acre AMI as of July 31,
2018. Through a series of agreements with representatives of
mineral owners, the Company has the right to acquire additional
acreage for future development encompassing a large percentage of
the 70,000 acres not under lease at July 31, 2018. Under those
agreements the Company is required to make annual payments into
trust accounts to hold the acquisition opportunity. As actual
leases are acquired those trust funds are available to pay the
lease cost per acre at predetermined amounts.





The Company is obligated to pay certain bonus lease payments
related to certain of its lease properties.  The Company is
required to pay $27,000 each year on the JT Walker lease on
annually on August 7th.
  The Company is also required to pay $200,000 every five
years on August 7thfor
the JPMorgan lease. The most recent payment on this lease was
made in July 2017. The next JPMorgan lease payment is due by August
7, 2022.  The Company is current in its lease payments under
these leases.





At July 31, 2018, the Company has a 100% working interest in
twenty-three (25) wells located on these leasehold premises. The
Company has drilled 25 wells throughout the property, with
twenty-three producing and two shut-in. The oil and gas property
balances at July 31, 2018 and July 31, 2017, are set forth in the
table below:





July 31,2018
July 31,2017Unproved
properties not subject to amortization
$3,079,492
$2,049,593Property
costs subject to amortization
6,627,470
4,920,558Asset
retirement obligation, asset
194,615
128,886Total
cost of oil and gas properties
9,901,577
7,099,037Less:
Accumulated depletion
(1,399,096)
(1,179,955)Oil
and gas properties, net full cost method
$8,502,481
$5,919,082





During theyear ended July
31, 2017, the Company sold an 11% working interest in four wells
and a 60% working interest in three wells for a total of $656,596
in cash to Gulf South Energy Partners, a related entity controlled
by Robert Bories, who served as Treasurer of the Company at the
time.  The sale of working interests in seven wells resulted
in a reduction in oil and gas properties of $656,596 for the year
ended July 31, 2017.  No gain or loss was recognized since the
sale did not significantly alter the relationship between
capitalized costs and proved reserves.





Effective March 9, 2018, the Company transferred a 16.125% working
interest in four wells and issued common stock purchase warrants to
acquire the Company’s common stock valued at $77,961, see
Note 14, in exchange for $200,000 in cash. Gain or loss was not
recognized on this sale since the sale did not significantly alter
the relationship between capitalized costs and proved
reserves.





During the year ended July 31, 2018, the Company issued 3,617,556
shares of common stock for lease interests with total fair value of
$1,736,429. The working interests below were acquired effective
June 1, 2018 and resulted in the Company holding 100% of the
working interest in the developed wells in Pecos County Section
91.











F-13
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Owner
Name
Number
of
Fair
Working
Revenue
Net
RevenueShares
Value
Interest
Interest
InterestRelated PartiesTONY
ALFORD, Chairman of the Board
246,668
$118,401
10.83%
8.13%
75%PETRO-PRO,
LTD.
246,668
$118,401
10.83%
8.13%
75%Unrelated Parties
3,124,220
$1,499,627
87.38%
65.59%
75%Totals
3,617,556
$1,736,429








NOTE 6 – OILFIELD SERVICE MATTERS, RELATED PARTY





Effective June 1, 2018 the Company ceased to be the record operator
of properties in which it owns no working interest. The
properties’ principal working interest owner is Petro Pro
Ltd. (“Petro Pro”), an entity controlled by Jed
Miesner, the Chairman of the Board of Directors at July 31, 2018.
In connection with the transfer of operations to US Petro, LLC (an
entity is controlled by related parties, Mr. Miesner and Mr.
Afford, Chairman) the Company agreed to transfer $25,038 in cash to
US Petro which was the amount of suspended revenue attributable to
owners in the properties.








NOTE 7 – COMMON CONTROL ACQUISITION OF JILPETCO,
INC.





On April 15, 2016, the Company entered into an agreement with Jed
Miesner, the Chairman of the Company’s Board of Directors, to
acquire all of his interest (100% of the total outstanding shares
of common stock) in Jilpetco, Inc., a Texas corporation
(“Jilpetco”) in consideration of $500,000. Jilpetco is
engaged in the business of operating and providing oilfield
services to oil and gas properties, including the
Company’s.





On August 25, 2016, the foregoing agreement was amended to extend
the closing date to August 31, 2016 and exclude certain property
therefrom. The parties agreed to allow Jed Miesner to exclude
certain oilfield service receivables for $71,745 from the
transaction. In addition, the $500,000 in additional consideration
for the acquisition was in the form of a note payable at 6%
interest calling for monthly payments of principal and interest
totaling $511,962 and maturing on December 25, 2017 (Note 8 –
Notes Payable, Related Parties). The Note called for five monthly
payments of $50,752 commencing on September 25, 2016, and twelve
payments of $21,517 commencing on January 25, 2017.





The Company completed the acquisition of Jilpetco on August 31,
2016 (Note 1 - Nature of Operations).





F-14
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018


NOTE 8 – NOTES PAYABLE– RELATED PARTIES





Promissory notes, related parties





On January 3, 2011, the Company formalized a loan agreement for
$1,940,000 with Jed Miesner, the Company’s CEO and Chairman
at the time of the agreement and currently a director. The loan is
scheduled to mature on December 31, 2030, bear interest at the rate
of 8% per annum, and collateralized with a leasehold deed of trust
covering certain leasehold interests in Pecos County, Texas. At
July 31, 2018 and 2017, the current component of this loan was
$172,660 and $248,704, respectively. The long-term amounts at July
31, 2018 and 2017 were $1,767,340 and $1,691,296,
respectively.





On December 30, 2010, Amazing Energy, LLC, formalized loan
agreements with Petro Pro Ltd., an entity controlled by Jed Miesner
for $1,100,000. The loan is scheduled to mature on December 31,
2030, bear interest at the rate of 8% per annum and is
collateralized with a leasehold deed of trust covering certain
leasehold interests in Pecos County, Texas. At July 31, 2018 and
2017, the current component of this loan was $97,900 and $141,018,
respectively. The long-term amounts at July 31, 2018 and 2017, were
$1,002,100 and $958,982, respectively.





On December 30, 2010, Amazing Energy, LLC, (a wholly owned
subsidiary of the Company) entered into a $2,000,000 line of credit
facility with JLM Strategic Investments LP, an entity controlled by
Jed Miesner. Funds advanced on the line of bear interest at the
rate of 8% per annum and are collateralized with a leasehold deed
of trust covering certain leasehold interests in Pecos County,
Texas. At July 31, 2018 and 2017, the current component of this
loan was $41,170.





Terms of the notes, as amended, provide for adjustment to the
interest rate beginning February 1, 2017 from 8% to a rate of 6%
through February 1, 2019, and a rate of Prime plus 2% for the
remaining years.





Principal maturities for the two loan agreements and the credit
facility outstanding at July 31, 2018 for the remaining terms are
summarized by year as follows:





Principal MaturitiesYear
ending July 31,
Jed Miesner
Petro Pro, Ltd.
JLM Strategic Investments, LP
Total2019
$172,660
$97,900
$41,170
$311,7302020
166,840
94,600
-
261,4402021
161,020
91,300
-
252,3202022
155,200
88,000
-
243,2002023
149,380
84,700
-
234,080Subsequent
years
1,134,900
643,500
-
1,778,400$1,940,000
$1,100,000
$41,170
$3,081,170





At July 31, 2018, Mr. Miesner has waived any event of default on
the delinquent payments of principal and interest due on the loans
and credit facility.





As of July 31, 2018 and 2017, the accrued and unpaid interest on
this related party convertible debt was $400,805 and $215,935,
respectively. See Note 16 regarding payment of accrued interest
amounts. Related party interest expense for the year ended July 31,
2018 and 2017, was $198,698 and $215,935,
respectively.





At July 31, 2018, the balance of the convertible debt and accrued
interest was convertible into membership shares of Amazing Energy,
LLC, a wholly owned subsidiary of the Company at $.60 per
share.





F-15
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Note payable on acquisition, related party





As described in Note 7, in August 2016, the Company executed a note
with Jed Meisner for $500,000 in consideration for the acquisition
of Jilpetco. The note bore interest at 6% and had payments of
principal and interest payments through maturity on December 25,
2017. On December 19, 2017, the Company made the final principal
payment on the note.





Notes payable, related parties





On May 27, 2016, Jilpetco entered into several loan agreements
totaling $180,000 with Tony Alford, Robert Bories, Robert Manning,
Petro Pro Ltd., and Reese Pinney. Messrs. Alford and Manning were
directors of the Company at the time of the agreements. Messrs.
Bories and Pinney are officers of the Company. During the years
ended July 31, 2018 and 2017, additional borrowings and
participation fees of $25,000 and $225,000, respectively, were
added to these notes payable. The notes and related interest
payable were paid in full in December 15, 2017 and January 2,
2018.








NOTE 9 – NOTE PAYABLE





On July 21, 2017, the Company entered into a note payable agreement
with an unrelated party. The principal amount of the note was
$50,000.The note matured on January 21, 2018 and bore
interest at a rate of 8% per annum and included a participation fee
of $5,000 equal to 10% of the principal amounts of the loan. The
loan was paid in full including interest and fees on January 21,
2018.











NOTE 10 – EQUIPMENT NOTE PAYABLE





On September 13, 2016, the Company entered into a retail
installment sale contract and security agreement (the
“equipment note”) for the purchase of equipment. The
equipment note is collateralized by a tractor loader backhoe. The
principal amount of the equipment note was $52,992, and it bears
interest at 4.75% per annum. The equipment note requires 60 monthly
installment payments of $994 through September 13, 2021. At July
31, 2018 and 2017, the balance of the note was $33,094 and $35,987,
respectively. Principal payments for future years ending July 31,
2019, 2020, 2021, and 2022 are $10,247, $10,998, $11,535, and $314,
respectively.








NOTE 11 – ASSET RETIREMENT OBLIGATIONS





The information below reconciles the value of the asset retirement
obligation for years ended July 31, 2018 and 2017
respectively:





For the years ended July 31,2018
2017Beginning
balance
$183,397
$211,218Asset
retirement obligation incurred
65,729
-Accretion
expense
9,449
9,396Revisions
in estimates
-
(37,217)Ending
balance, July 31,2018
$258,575
$183,397





During the year ended July 31, 2018, the Company increased its
working interest ownership in oil and gas leases for which it
already had an interest (See Note 5). As a result, the Company
increased its asset retirement obligation by $65,729 to reflect the
increased ownership in these working interests.





F-16
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





NOTE 12 - INCOME TAXES





The Company did not recognize a tax provision for the years ended
July 31, 2018 and 2017.





The following is reconciliation between the federal income tax
benefit computed at the statutory federal income tax rate and
actual income tax benefit for the years ended July 31, 2018 and
July 31, 2017 and deferred taxes as of July 31, 2018 and
2017:





For the years ended July 31,2018
2017Applicable
statutory benefit at 26.5% in 2018 and 34% in 2017
$(1,766,977)
$(736,582)Prior
year change in estimate
112,187
(260,131)Impact
on the change in federal tax rate
1,471,136
-Sale
of subsidiary
-
57,800Meals
and entertainment and other
3,959
3,813Change
in valuation allowance
179,695
935,100Net
tax benefit
$-
$-





2018
2017Deferred
Tax Assets:Net
operating loss carryforward
$2,539,482
$3,628,293Stock
based compensation
867,731
-Depletion
and depreciation
-
65,443Total
deferred tax assets
3,407,213
3,693,736Deferred
Tax Liabilities:Intangible
drilling and other costs for oil and gas properties
$(905,799)
$(1,466,531)Depletion
and depreciation
(33,824)
-Other
(91,140)
(30,449)Total
deferred tax liabilities
(1,030,763)
(1,496,980)Net
deferred tax assets and liabilities
2,376,450
2,196,756Less
valuation allowance
2,376,450
2,196,756Net
deferred tax assets and liabilities
$-
$-





The Company had federal net operating loss carry forwards of
approximately $12,100,000 at July 31, 2018. The federal net
operating loss carry forwards will begin to expire in fiscal years
ending July 31, 2034 through July 31, 2038. Net operating losses
incurred prior to the change in control transaction in October 2014
(see Note 1) could be subject to limitation. Realization of the
deferred tax asset is dependent, in part, on generating sufficient
taxable income prior to expiration of the loss carry forwards. The
Company has placed a 100% valuation allowance against the net
deferred tax asset because future realization of these assets is
not assured.





On December 22, 2017, the United States enacted the Tax
Cuts and Jobs Act (the "Act") resulting in significant
modifications to existing law. The Company did not incur
any income tax benefit or provision for the year ended July
31, 2018 as a result of the changes to tax laws and tax rates
under the Act. The Company’s net deferred tax asset was
reduced by approximately $1.5 million during the year
ended July 31, 2018, which consisted primarily of the
remeasurement of federal deferred tax assets and liabilities
from 34% to 21%.





Management has reviewed the Company’s tax positions and
determined there were no uncertain tax positions requiring
recognition in the consolidated financial statements. Currently tax
years from fiscal 2016 through 2018 remain open for examination by
tax authorities. Net operating losses prior to 2015 could be
adjusted during an examination of open years.





F-17
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





NOTE 13 – COMMITMENTS AND CONTINGENCIES





The Company is subject to contingencies because of environmental
laws and regulations. Present and future environmental laws and
regulations applicable to the Company's operations could require
substantial capital expenditures or could adversely affect its
operations in other ways that cannot be predicted at this
time.





Legal contingency





On September 7, 2017, Amazing Energy LLC and Jilpetco Inc. were
served with a lawsuit, being Cause No. P-7600-83-CV in the
83rd
District Court in Pecos County, Texas.
The nature of the litigation is that Amazing Energy & Jilpetco
were joined as defendants in a case in Pecos County, Texas, between
Fredrick Bartlett Wulff, Sr. et al plaintiffs and Benedum &
Trees, LLC et al defendants. The suit alleges breach of lease,
breach of implied duty to explore and develop, and requests a
declaratory judgment that the leases are terminated, and the suit
requests an accounting of lease production. The case in the early
stages of discovery as to the claims against the Company.
Management intends to seek an early resolution but will vigorously
defend the case. It is too early in the litigation to evaluate the
likely outcome or to evaluate the range of losses, as the lease
interests involved are small fractional interests. In the opinion
of the Company’s management, none of the pending litigation,
disputes or claims against it, if decided adversely, will have a
material adverse effect on the Company’s financial condition,
cash flows or results of operations.





On December 11, 2017, Amazing Energy LLC and Jilpetco Inc. were
each served with a summons and complaint in Cause No. P-7813-83-CV
in the 83rdDistrict
Court in Pecos County, Texas. Amazing Energy and Jilpetco were
named as defendants in a case by Rumson Royalty Company as the
plaintiff.  The suit alleges Amazing Energy and Jilpetco have
suspended certain royalty and/or overriding interest payments owed
to the plaintiff, and requests a declaratory judgment seeking the
plaintiff’s share of production proceeds and reasonable
attorney’s fees. Management will vigorously defend the case.
It is too early in the litigation to evaluate the likely outcome or
to evaluate the financial impact of the lawsuit, if any. In the
opinion of the Company’s Management, none of the pending
litigation, disputes or claims against it, if decided adversely,
will have a material adverse effect on the Company’s
financial condition, cash flows or results of
operations.





No accrual has been made in the financial statements regarding
these two matters.





The Company engages Mr. Darrell Carey to perform legal services.
Mr. Carey is a director of the Company. Professional fees expensed
for his services were $7,995 during the year ended July 31,
2018.





Lease commitments





The Company’s principal executive offices are in leased
office space in Amarillo, Texas. The leased office space consists
of approximately 3,700 square feet and is leased through February
28, 2019 at an annual cost of approximately $52,000.





Oil and gas lease commitments





Royalties: The Company is obligated to pay royalties to holders of
oil and natural gas interests in its Texas operations.





Working Interest Holders: The Company is obligated to pay working
interest holders a pro-rata portion of revenue in oil operations
net of shared operating expenses.  The amounts are based on
monthly oil and gas sales and are charged monthly net of oil and
gas revenue and recognized as “Due to working interest
owners” on the Company’s consolidated balance sheet.











NOTE 14 – STOCKHOLDERS’ EQUITY








Common stock





The Company is authorized to issue 3,000,000,000 shares of its
common stock. All shares of common stock are equal to each other
with respect to voting, liquidation, dividend, and other rights.
Owners of shares are entitled to one vote for each share owned at
any Shareholders’ meeting. The common stock of the Company
does not have cumulative voting rights, which means that the
holders of more than fifty percent (50%) of the shares voting in an
election of directors may elect all of the directors if they choose
to do so.





F-18
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Preferred stock





The Company is authorized to issue 10,000,000 shares of its
preferred stock with a no par value per share.





Series A convertible preferred stock:





The Company has 9,000 shares of Series A preferred stock
outstanding at July 31, 2018. These shares were issued from the
designated 10,000,000 shares of preferred stock, no par value, with
the following rights and preferences:





●
 Liquidation
preference: Upon a liquidation event, an amount in cash equal to
$100 per share, for a total of $900,000 computed as of July 31,
2018, shall be paid prior to liquidation payments to holders of the
Company securities junior to the Series A preferred
stock.





●
 Dividends: Holders
of the Series A preferred stock are not entitled to receive a
dividend.





●
 Voting: Each share
of preferred stock has 10,000 votes and votes with the common
shares on all matters submitted to the shareholders for a
vote.





●
 Non-transferrable:
The shares of Series A preferred stock are not transferrable except
under a plan for wealth transfer and estate planning or upon
conversion or redemption as set forth below.





●
 Conversion: On July
31, 2021, any shares of the Series A preferred stock outstanding
will be convertible, at the discretion of the shareholder, for a
period of three years, into common stock purchase warrants of the
Company with an exercise price of $1.00 per share on the basis of
110 shares of common stock for each one share of Series A preferred
stock outstanding.





Series B convertible preferred stock:





The Company has 50,000 shares of Series B preferred stock
outstanding at July 31, 2018. These shares were issued from the
designated 10,000,000 shares of preferred stock, no par value, with
the following rights and preferences:





●
 Liquidation
preference: Upon a liquidation event, an amount in cash equal to
$100 per share, for a total of $5,000,000 computed as of July 31,
2018, shall be paid prior to liquidation payments to holders of
Company securities junior to the Series B preferred stock. Holders
of the Company’s Series A preferred stock shall be paid in
advance of holders of the Series B preferred stock on the
occurrence of a liquidation event.





●
 Dividends: Holders
of the Series B preferred stock are not entitled to receive a
dividend.





●
 Voting: The Series
B preferred stock has no voting rights other than to be voted when
required by the laws of the State of Nevada.





●
 Non-transferrable:
The shares of Series B preferred stock are not transferrable except
under a plan for wealth transfer and estate planning or upon
conversion or redemption as set forth below.





●
 Conversion: On July
31, 2021, any shares of the Series B preferred stock outstanding
will be convertible, at the discretion of the shareholder, for a
period of three years, into common stock purchase warrants of the
Company with an exercise price of $1.00 per share on the basis of
110 shares of common stock for each one share of Series B preferred
stock outstanding.





Redemption of preferred stock





In connection with the issuance of the Series A and Series B
Preferred Stock as discussed above, for each new oil and gas well
drilled by the Company with funds raised or delivered due to the
efforts of the former GSSI officers, who for a period of time
served as Company officers, the Company was to pay Jed Miesner
$10,000 in exchange for 100 shares of Series A Preferred Stock and
Robert Bories $10,000 in exchange for 100 shares of Series B
Preferred Stock.  For the year ended July 31, 2017, there was
no redemption or accrual made under this provision. During the year
ended July 31, 2018, the Company acquired all of the working
interests to which these provisions were attached effectively
terminating the Company’s obligation to redeem the preferred
shares.





F-19
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Common Stock:





During the years ended July 31, 2018 and 2017, the Company issued
12,920,010 and 6,249,959 shares of common stock, respectively, for
cash of $3,230,000 and $1,636,212.





During the years ended July 31, 2018 and 2017, the Company issued
856,628 and 31,625 shares of common stock with total fair values of
$535,200 and $12,375, respectively, as compensation for
professional services.





During the years ended July 31, 2018 and 2017, the Company issued
3,617,556 and -0- shares of common stock for oil and gas property
working interests with total fair values of $1,736,429 and $-0-,
respectively.





On May 27, 2017, the related party noteholders of notes payable
agreed to extend the maturity date of the notes to December 31,
2017. As consideration for the change in terms, the Company issued
to the noteholders an aggregate 460,000 shares of the
Company’s common stock with a fair value of $105,800 which
was recognized as a financing fee associated with debt modification
in the year ended July 31, 2017.





Warrants:





At July 31, 2017, the Company had 2,674,576 warrants outstanding
that had an exercise price of $0.60 and an expiration date of July
31, 2019. During the year ended July 31,
2018, the Company issued 3,469,391 warrants to purchase common
stock with total fair value of $1,038,587 as compensation for
services. In addition, the Company issued 136,666 for oil and gas
working interests with total fair value of $77,961.
The weighted average fair value of
warrants and the key assumptions used in the Black-Scholes
valuation model to calculate the fair value, are as
follows:


Weighted average fair value

$0.30
-
$0.59Stock price

0.32
-
0.69Exercise price

0.37
-
1.00Expected
term (in years)

3
-
5Risk-free rate

2.33%
-
2.85%Volatility

166.4%
-
177.65%





The Company’s outstanding warrants at July 31, 2018 are as
follows:





Expiration Date - Year ending July 31,

Number of Warrants

Exercise Price2019

2,674,576

$ 0.602020

1,200,000

$0.502021

1,858,332

$0.40 to $1.002022

305,000

$0.40 to $0.602023

242,725

$0.34 to $0.746,280,633





No warrants exercised during the year ended July 31,
2018.





F-20
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Stock Options:





In February 2017, the Board of Directors adopted and approved the
2017 Stock Option Plan (the “2017 Plan”). Pursuant to
the 2017 Plan terms, if the 2017 Plan was not approved by a
majority of the shareholders of the Company within twelve months of
the adoption of the 2017 Plan, the 2017 Plan would become void. The
2017 Plan was never approved by a majority vote of the shareholders
of the Company and therefore is now void. No options were ever
issued pursuant to the 2017 Plan.





On August 11, 2017, the Board of Directors authorized the grant of
5,835,000 options to purchase shares of common stock of the Company
to certain officers related to their employment agreements (the
“Listing Options”). The Listing Options will vest and
be immediately exercisable on the date the Company's stock is
traded on the American Stock Exchange, the New York Stock Exchange,
or any of the NASDAQ trading tiers. The Listing Options shall have
an exercise price equal to the closing price on the date such
trading commences. As of July 31, 2018, management has determined
the probability of such an event is doubtful and, therefore, has
not recognized any compensation expense to date regarding the
Listing Options.





On August 11, 2017, the Board of Directors authorized the grant of
11,750,000 options to purchase shares of common stock of the
Company to certain officers. The options have an exercise price of
$0.40 and expire five years from the date of grant. 2,937,500 of
the options vested immediately on the grant date and the remainder
vest 25% annually upon each anniversary of the grant date. For the
year ended July 31, 2018, the Company recognized stock based
compensation of $1,436,575 for the vested options and the ratable
recognition of unvested options as stock-based compensation.
Unrecognized compensation related to the option grant is $1,436,575
as of July 31, 2018, to be recognized over the remaining vesting
term of the options.





On August 11, 2017, the Board of Directors authorized the grant of
10,000,000 options to purchase shares of common stock of the
Company to its Chief Executive Officer. The options have an
exercise price of $0.40 per share and expire five years from the
date of grant. 2,000,000 options vested on the date of grant. The
fair value of the grant was $489,047 which was recognized as
stock-based compensation at the date of grant. The remaining
8,000,000 options contained market and performance conditions, of
which 4,000,000 options are to vest based on market conditions
being met and 4,000,000 options will vest upon achievement of
certain performance objectives. Management has assessed the
likelihood of market conditions and the probability of performance
conditions being realized and recognize a fair value of $647,987
for the year ending July 31, 2018.





On September 26, 2017, the Board of Directors also authorized the
grant of 500,000 options to purchase shares of common stock of the
Company to certain directors. The options vested immediately at the
date of grant.  These options have an exercise price of $0.40
and expire on September 26, 2021. The fair value of the grant was
$137,056 which the Company recognized as stock-based compensation
for the year ended July 31, 2018.





The following is a summary of the Company's options for the year
ended July 31, 2018. No options were granted in prior
years:





Options
Exercise
Price
Weighted
Average Remaining Term in YearsOutstanding
at the beginning of the year
-
-Issued
28,085,000
$0.40Exercised
-
-Expired
-
-Outstanding
at the end of the year
28,085,000
$0.40
4.01Outstanding
at the end of the year, vested
5,437,500
$0.40
3.95








At July 31, 2018, the Company had reserved 34,365,633 common shares
for future exercise of warrants and options. At July 31, 2018, the
vested options had an intrinsic value of approximately
$462,000.





F-21
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Options granted were valued using the Black-Scholes Option Pricing
Model. The assumptions used in calculating the fair value of the
options were as follows:





Weighted average fair value

$0.245
-
$0.285Stock price

$0.26
-
$0.30Exercise price

$0.40Expected
term (in years)

4
-
5Risk-free rate

1.57%
-
1.74%Volatility

175.1
-
200.6%








NOTE 15 – 2017 GAIN FROM SALES OF LEASEHOLD AND MINERAL
RIGHTS





Kisa Gold Mining, Inc (an inactive subsidiary of the Company at
July 31, 2018) granted Afranex Gold Limited (“Afranex”)
an option to purchase all of the outstanding common stock of Kisa
or purchase all of Kisa’s right, title and interest in
certain mining permits and associated assets of Kisa. The option
period was to originally end on December 31, 2016 or such later
date which was to be agreed upon by both parties.





On January 3, 2017, Afranex paid a $50,000 non-refundable option
fee to the Company, as consideration for extending the option
period to March 31, 2017. Afranex agreed to pay the Company a total
of $120,000 to exercise the option and acquire either the stock or
the claims. On March 29, 2017, Afranex exercised the option by
paying the Company $120,000 in cash and taking transfer of all of
Kisa’s right, title and interest in and to the claims. For
the year ended July 31,2017, the Company recognized a gain on sales
of mineral rights of $170,000 because the carrying value of the
mineral interest was zero.








NOTE 16– SUBSEQUENT EVENTS





Modification of Rights of Security Holders





Effective September 10, 2018 the sole holder of Series A Preferred
Stock of the Company has agreed to material modifications of the
rights associated with the Series A Preferred. Jed Miesner is the
holder of 9,000 shares of Series A Preferred that possess the right
to vote on any matters to which common stock holders of the Company
are entitled to vote. The 9,000 shares of Series A Preferred
possess the voting power equivalent to 90,000,000 shares of the
Company’s common stock. Mr. Miesner has agreed, until’
January 1, 2019 to not vote the Series A Preferred shares on any
matter not related to a change of control of the Company or its
assets. As part of this agreement, the Company has agreed to pay
accrued interest on promissory notes payable due to Mr. Meisner and
related parties associated with him (see Note 8). Payments will be
$309,130 on or before December 31, 2018 and $169,168 on or before
February 28, 2019.





Completion of Acquisition or Disposition of Assets.





On October 17, 2018 the Company completed the acquisition of
certain oil and gas leases from Wyatt Petroleum, LLC and Wyatt
Permian, LLC (together “Wyatt”). Pursuant to the
Purchase and Sale Agreement, the Company acquired the leases for a
cash payment of $500,000. Additionally, as a result of the
acquisition of the leases, the Company obtained the deep rights to
21,000 mostly contiguous acres in the Permian Basin in Pecos
County, Texas.








NOTE 17 – SUPPLEMENTAL OIL AND GAS DISCLOSURES
(UNAUDITED)





Costs Incurred – Costs
incurred in oil and gas property acquisition, exploration and
development activities, whether expensed or capitalized, are
reflected in the table below for the years ended July 31, 2018 and
2017.





2018
2017Development
costs
$2,936,812
$370,090Total
costs incurred
$2,936,812
$370,090





Capitalized Costs – The
aggregate amount of capitalized costs related to oil and gas
producing activities and the aggregate amount of the related
accumulated depreciation, depletion and amortization
(“DD&A”), including any accumulated valuation
allowances, are reflected in the table below for the years ended
July 31, 2018 and July 31, 2017.





F-22
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018










July 31,2018
July 31,2017Unproved
properties not subject to amortization
$3,079,492
$2,049,593Property
costs subject to amortization
6,627,470
4,920,558Asset
retirement obligation, asset
194,615
128,886Total
cost of oil and gas properties
9,901,577
7,099,037Less:
Accumulated depletion
(1,399,096)
(1,179,955)Oil
and gas properties, net full cost method
$8,502,481
$5,919,082





Proved Oil and Gas Reserve – Proved oil and gas reserves were estimated
by independent petroleum engineers. The reserves were based on the
following assumptions:





●
 Future revenues
were based on an un-weighted 12-month average of the
first-day-of-the-month price held constant throughout the life of
the properties.


●
 Production and
development costs were computed using year-end costs assuming no
change in present economic conditions.


●
 Future net cash
flows were discounted at an annual rate of 10%.





Reserve estimates are inherently imprecise, and these estimates are
expected to change as future information becomes
available.





Basis of Presentation –
The proved oil and gas reserve quantities for fiscal 2018 and 2017
are based on estimates prepared by Mire & Associates, Inc.,
Petroleum Engineering Consultants. There are numerous uncertainties
in estimating quantities of proved reserves and projecting future
rates of production and the timing of development expenditures.
These uncertainties are greater for properties which are
undeveloped or have a limited production history, such as our
properties. The following reserve data represents estimates only
and actual reserves may vary substantially from these estimates.
All of our proved reserves were in United States as of July 31,
2018 and 2017. Our net quantities of proved developed and
undeveloped reserves of crude oil and gas and changes therein are
reflected in the table below.





As of July 31, 2018, we had twenty-three wells drilled with
twenty-one producing and two wells shut-in awaiting
workovers.





The proved reserves as of July 31, 2018 represent the reserves that
were estimated to be recovered from twenty-five current wells.
There are also seven wells planned for future drilling. All direct
offset well locations in this report are proved undeveloped and are
based on 10-acre drainage patterns unless current developed
completions are estimated to drain an area larger than their
volumetric assignment. In this case, the reserves of certain offset
locations have been reduced. All locations have a scheduled Queen
and/or Grayburg reservoir completion and each of these reservoir
completions includes the cost of drilling a single wellbore. All
reserves included in this report were estimated using either
historical performance or volumetric methods.





Estimated Quantities of Net Proved Oil and Natural Gas
Reserves – Estimated
quantities of net proved oil and natural gas reserves are reflected
in the table below for the years ended July 31, 2018 and
2017.





2018
2017Oil (1)
Natural Gas (1)
Oil (1)
Natural Gas (1)RESERVES:Beginning
of year
305,440
1,143,170
436,980
1,849,260Revisions
of previous estimates
(12,821)
(461,404)
(111,458)
(638,992)Sales
of reserves
-
-
(36,556)
(119,157)Acquisition
of reserves
2,402
4,982
-
-Extensions,
discoveries and other additions
-
-
22,040
89,580Production
(5,761)
(32,498)
(5,566)
(37,521)End
of year
289,260
654,250
305,440
1,143,170





(1) Oil reserves are stated in barrels; gas reserves are stated in
thousand cubic feet.


The downward revision of previous gas reserves estimates was
primarily due to reassessment of reservoir mapping based on
additional log analysis from drilling.








F-23
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





Standardized Measure of Discounted Future Net Cash Flows Relating
to Proved Oil and Gas Reserves – The following information was developed utilizing
procedures prescribed by Accounting Standards Codification ASC
932-235, “Disclosures about Oil and Gas Producing
Activities.” The information is based on estimates prepared
by independent petroleum engineers. The “standardized measure
of discounted future net cash flows” should not be viewed as
representative of the current value of our proved oil and gas
reserves. It and the other information contained in the following
tables may be useful for certain comparative purposes, but should
not be solely relied upon in evaluating us or our
performance.





In reviewing the information that follows, we believe that the
following factors should be considered:


●
 future costs and
sales prices will probably differ from those required to be used in
these calculations;


●
 actual production
rates for future periods may vary significantly from the rates
assumed in the calculations;


●
 a 10% discount rate
may not be reasonable relative to risk inherent in realizing future
net oil and gas revenues; and


●
 future net revenues
may be subject to different rates of income taxation.





Under the standardized measure, future cash inflows were estimated
by applying year-end oil and gas prices applicable to our reserves
to the estimated future production of year-end proved reserves.
Future cash inflows do not reflect the impact of open hedge
positions. Future cash inflows were reduced by estimated future
development, abandonment and production costs based on year-end
costs in order to arrive at net cash flows before tax. Future
income tax expense has been computed by applying year-end statutory
tax rates to aggregate future pre-tax net cash flows reduced by the
tax basis of the properties involved and tax carryforwards. Use of
a 10% discount rate and year- end prices and costs are required by
ASC 932-235. In general, management does not rely on the following
information in making investment and operating decisions. Such
decisions are based upon a wide range of factors, including
estimates of probable as well as proved reserves and varying price
and cost assumptions considered more representative of a range of
possible outcomes.





Basis of Presentation –
The standardized measure data includes estimates of oil and gas
reserve volumes and forecasts of future production rates over the
reserve lives. Estimates of future production expenditures,
including taxes and future development costs, are based on
management’s best estimate of such costs assuming a
continuation of current economic and operating conditions. No
provision is included for depletion, depreciation and amortization
of property acquisition costs or indirect costs. Income tax expense
has been computed using expected future tax rates and giving effect
to tax deductions and credits available, under current laws, and
which relate to oil and gas producing activities. The sales prices
used in the calculation the SEC prices of crude oil and natural
gas, which as of July 31, 2018 and 2017 were $61.55 and $48.71 per barrel and
$2.91 and $3.01 per million cubic foot
of gas, respectively. Changes in prices and cost levels, as well as
the timing of future development costs, may cause actual results to
vary significantly from the data presented. This information is not
intended to represent a forecast or fair market value of the
Company’s oil and gas assets, but does present a standardized
disclosure of discounted future net cash flows that would result
under the assumptions used.





Standardized Measure of Discounted Future Net Cash Flows
– The standardized
measure of discounted future net cash flows relating to proved oil
and gas reserves for years ended July 31, 2018 and 2017 are as
follows:





Future
cash inflows
$17,011,660
$16,391,090Future
production costs
(5,837,010)
(4,979,820)Future
development costs
(2,397,960)
(1,688,400)Future
income tax expense
(28,295)
(3,403,010)Future
net cash flows
8,748,395
6,319,86010%
annual discount for estimatedtiming
of cash flows
(2,115,426)
(1,853,862)Standardized
measure of discounted futurenet
cash flows related to proved reserves
$6,632,969
$4,465,998





F-24
 Table of Contents


AMAZING ENERGY OIL AND GAS, CO. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2018





The following table presents a reconciliation of changes in the
standardized measure of discounted future net cash
flows:





2018
2017Standardized
Measure, beginning of year
$4,465,998
$4,628,877Sales
of oil produced, net of production costs
(41,648)
22,999Net
changes in prices, development and production costs
1,906,668
3,802,489Change
in estimated future development costs
(960,920)
98,145Extensions,
discoveries and improved recovery, less related costs
-
616,979Development
costs incurred and changes during the period
552,135
370,090Revisions
of previous quantity estimates
(1,917,137)
(3,752,407)Accretion
of discount
491,923
792,334Net
changes in production rates and other
1,192,528
(3,216,146)Purchase
of reserves
69,060
-Sales
of reserves
-
(941,505)Net
changes in income taxes
874,362
2,044,143Standardized
Measure, end of year
$6,632,969
$4,465,998












































F-25
 Table of Contents


ITEM
9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.





For the years ended July 31, 2018 and 2016 there were no
disagreements with our auditors on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure.  For the years ended July 31, 2018 and 2017, there were
no"reportable
events"as that term is
described in Item 304(a)(1)(v) of Regulation
S-K





ITEM
9A.
 CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





An evaluation was performed under the supervision and with the
participation of our management, including the Chief Executive
Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the design and
operation of our disclosure controls and procedures as required by
Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the
period covered by this report. Based on that evaluation, our CEO
and CFO concluded that our disclosure controls and procedures,
including controls and procedures designed to ensure that
information required to be disclosed by us is accumulated and
communicated to our management (including our CEO and CFO), were
not effective as of July 31, 2018, in ensuring them in a timely
manner that material information required to be disclosed in this
report has been properly recorded, processed, summarized and
reported.





Management’s Report on Internal Control over Financial
Reporting





Our management is responsible for establishing and maintaining
adequate internal control over financial reporting to provide
reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. Internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of our company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
company’s assets that could have a material effect on the
financial statements.





The Company’s management, including the Chief Executive
Officer and Chief Financial Officer, do not expect that our
disclosure controls or our internal control over financial
reporting will prevent or detect all errors and all fraud that
could occur. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. The design of a
control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Further, because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues within the Company have
been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion
of two or more people, or by management override of the controls.
The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject
to risks. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance
with policies or procedures.





Management assessed our internal control over financial reporting
as of July 31, 2018, the end of our fiscal year. Management based
its assessment on criteria established in Internal Control
Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.





Management identified significant deficiencies related to (i)
accounting for complex transactions, (ii) the absence of an
effective audit or oversight committee within the company’s
control environment, and (iii) a lack of segregation of duties
within accounting and key financial decision-making functions.
Management believes that these deficiencies amount to a material
weakness. Therefore, our internal controls over financial reporting
were ineffective as of July 31, 2018.





Management of the Company believes that these material weaknesses
are due to the small size of the company’s accounting staff.
The small size of the company’s accounting staff may prevent
adequate controls in the future, such as segregation of duties, due
to the cost/benefit of such remediation. To mitigate the current
limited resources and limited employees, we rely heavily on direct
management oversight of transactions, along with the use of
external legal and accounting professionals. As we grow, we expect
to increase our number of employees, which will enable us to
implement adequate segregation of duties within the internal
control framework.


-32-
 Table of Contents








Changes in internal controls over financial reporting





There have been no changes in the Company’s internal control
over financial reporting during the quarter ended July 31,2018 that
have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial
reporting.





ITEM
9B.
 OTHER INFORMATION.





None.








PART III





ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





The following table provides the names, positions and ages of our
directors and officers:





Name

Age

PositionWillard McAndrew

62

Chief Executive Officer, DirectorJed Miesner

58

DirectorBob Manning

68

DirectorTony Alford

57

Director (Chairman)Darrell Carey

62

DirectorEdward Devereaux

76

DirectorRolf Berg

62

DirectorKurt Koeppler

70

DirectorMarty Dobbins

63

Chief Financial Officer





We have no knowledge of any arrangements, including any pledge by
any person of our securities, the operation of which may at a
subsequent date result in a change in our control. We are not, to
the best of our knowledge, directly or indirectly owned or
controlled by another corporation or foreign
government.





Willard McAndrew III,
Chief Executive
Officer, Director - Willard
McAndrew III was elected to the Board of Directors on September 5,
2017. Mr. McAndrew III, 62, has had forty-seven years of experience
in the energy industry from field operations to refining. Since
December 2006 Mr. McAndrew has served as the Chairman, CEO and
President of Xtreme Oil & Gas, Inc. He began his career in
1969, gaining experience working for Hercules Drilling Company as a
roustabout in South Louisiana. Mr. McAndrew attended Louisiana
State University and severed honorably in the United States Marine
Corps. Later, he joined Exxon Corporation Refinery's Distillation
and Specialties division in Baton Rouge, Louisiana, becoming the
fourth generation in his family to work for Exxon.  Mr.
McAndrew has served as President and owner of several small
companies that were involved in all phases of the oil and gas
business from drilling, reworking, completion, leases etc. He has
been a consultant since 1990 to companies and is responsible for
the structure, formation and marketing of partnerships and energy
financing. Mr. McAndrew was the COO and Director of Torchlight
Energy Resources, Inc. (NASDAQ: TRCH) for three years from
September 2013 to October 2016.





Jed Miesner, Director - Jed
Miesner served as the Chairman of the Board of Directors from May
14, 2015 until September 10, 2018. Mr. Miesner was our principal
executive officer and president from May 14, 2015 to April 29,
2016. Mr. Miesner began his career in the oil and gas industry on a
drilling rig in the Texas Panhandle in 1978. In 1982, he became
involved with production where he helped install CO2 flood
operations. Mr. Miesner later joined Exxon USA and remained with
the company for 13 years. Drawing on his experience at Exxon, Mr.
Miesner formed his own oil and gas company, L&R Energy
Corporation, in 1994, and was involved in drilling projects
throughout Texas and Oklahoma. In 2002, Mr. Miesner founded
Jilpetco, Inc., an oil and gas operating company, as well as Petro
Pro, Ltd., which is currently involved in multiple purchase and
sale transactions throughout Texas, Oklahoma, Wyoming and
Louisiana. Building upon his successes at Jilpetco, Inc., Mr.
Miesner founded Amazing Energy, LLC in 2008 and formed Amazing
Energy, Inc. in 2010 to potentially serve as the vehicle to take
the company public.








-33-
 Table of Contents








Tony Alford, Director (Chairman) - Tony Alford has been a Director of the Company
since May 14, 2015 and Chairman of the Board of Directors since
September 10, 2018. Mr. Alford has over thirty years of executive
leadership and is the Founder and President of PBA Consultants,
Inc., since April 1996, a consulting firm specializing in tax
savings and cost reduction services, for many of the fortune 500
companies across the USA. Mr. Alford is also the Founder and CEO of
Alford Investments, since 1993, a company which makes investments
in real estate investment properties and natural resource
companies. Mr. Alford attended Elon College in North Carolina and
Liberty University, in Virginia where he studied business
management and marketing.  In 2009-2010 Mr. Alford was
appointed as a director of Revett Minerals Company and was part of
the Revett team that rang the bell on the NYSE Amex listing on Wall
Street.  He currently serves as a local board member for Wells
Fargo Bank of NC, and several other nonprofit organizational
boards.   He and his wife Chris founded their own
foundation to support orphan care and mission work across the
world.





Darrell Carey, Director - Darrell R. Carey has been a Director of the
Company since May 14, 2015. Mr. Carey was raised in Pampa,
Texas.  He graduated from West Texas State University in 1977
at the top of his class with a bachelor's degree in Finance. 
Mr. Carey attended University of Texas Law School and graduated
from law school in 1979.  He began his career with the Randall
County District Attorney's office.  Mr. Carey began working
with Pioneer, a Fortune 500 oil and gas company in 1981.  Mr.
Carey was the senior staff attorney over the litigation department
for Pioneer Energy until 1986. In 1986, Mr. Carey was appointed to
serve as the Judge for Randall County Court at Law.  At the
time that he took the bench, Mr. Carey was 30 years old and one of
the youngest judges to be seated on the bench.  Mr. Carey
served as the Randall County Court at Law Judge from 1986 until
1999. While on the bench, Mr. Carey was instrumental in
establishing the High Plains Youth Center for juvenile offenders in
the Texas Panhandle.  Mr. Carey then went into private
practice in 1999.  His practice concentrates in oil and gas
law, litigation, business law, family law and appellate law. 
He has served on several boards for different corporations over the
years.





Bob Manning, Director - Bob
Manning has been a Director of the Company since May 14, 2015. Mr.
Manning is co-owner of Royal Glass of Amarillo, Ltd. located in
Amarillo, Texas.  Royal Glass of Amarillo, Ltd has designed,
furnished and installed many premier projects. The company employs
50 people.  He continues to own and manage this 62-year-old
company over the last 30 years.  Mr. Manning was born in
Fairview, Oklahoma and attended Barton County Community Junior
College, Fort Hays State University and University of
Oklahoma.  Mr. Manning was the contract sales manager for two
commercial building supply companies prior to purchasing Royal
Glass of Amarillo, Inc. in 1985.  Mr. Manning achieved
the accredited credentials of AHC - Architectural Hardware
Consultant - where he is called upon to design and write
specifications for architectural firms. Business planning and
business developments are key assets for Mr. Manning.  He has
helped form several companies in the Texas Panhandle area which
have become very successful ventures.





Edward Devereaux, Director – Edward Devereaux has been a Director of the
Company since September 5, 2017. Mr. Devereaux has more
than 45 years of experience in the financial services &
investment banking industries. In the 1970 and 1980's he worked as
an investment advisor and investment banker for national investment
firms headquartered in New York. Between the late 1990's and mid
2000's, Mr. Devereaux served as President of both a mutual fund
company in California and a New York based real estate investment
trust (REIT). In 2007, Mr. Devereaux formed an investment banking
consulting firm serving the retail brokerage and Registered
Investment Advisory (RIA) communities. In 2013, he became a member
of the board of directors for a public oil and gas exploration and
production company located in Dallas where he served as Chairman of
the company's audit committee until 2017. From 2016 to present, he
has held a staff position at a Southwestern regional investment.
Mr. Devereaux has participate in raising over $10 billion of
investment capital in his career. Mr. Devereaux has a Bachelor of
Arts Degree from Hofstra University.





Rolf Berg, Director – Rolf Berg has been a Director of the Company since
September 5, 2017. Mr. Berg founded
Infinitive, Inc., a manufacturing "job shop," in 1979. Mr. Berg's
business grew from the 1980's to late 2000's handling multiple
products associated to large diesel engines and supported an
original equipment manufacturer (OEM) as well as a large
after-market provider until 2009. Mr. Berg is currently a supplier
to Class 1 railroads and short lines in both the United States and
Internationally. His interests include aviation, aeronautics,
photography and SCUBA. Mr. Berg holds multiple ratings for
fixed-wing land, sea and helicopter operation.





Kurt Koeppler, Director -- Kurt
Koeppler has been a Director of the Company since September 17,
2018. Mr. Koeppler graduated from the University of
Wisconsin-Oshkosh in 1975 with a Bachelor of Arts in Political
Science. Mr. Koeppler has an extensive background in operations and
management, primarily in the real estate industry. From 1978-2013
Mr. Koeppler worked for DB Curtiss Ltd. building and selling
apartment buildings, condominium units and single-family homes.
From 1985 to the present Mr. Koeppler has been a partner in
Bayshore Development I and II and from 1995-present he has been
President of Koeppler Management; both are real estate management
companies. From 2006-17 Mr. Koeppler was the majority stockholder
in and Chairman of the Board for Power Grid Solutions, which was
sold to AZZ Manufacturing in 2017. Mr. Koeppler has a long history
of community involvement in the Oshkosh, Wisconsin area including,
serving on the board of Boys and Girls Club of Oshkosh from
1998-present and in 2018 he was awarded the Partners in
Philanthropy Award by the Oshkosh Area Community
Foundation.





Marty
Dobbins, Chief Financial Officer--Marty
Dobbins was appointed as the Chief Financial Officer
(“CFO”) of Amazing Energy Oil & Gas, Co.
(“Amazing Energy” or the “Company”). Mr.
Dobbins brings more than 40 years of corporate and financial
management across a variety of industries, with a focus on guiding
companies expanding into new markets. From January 2014 to the
present he has been President and CEO of InFocus Capital Advisors,
LLC, a company that provides investment banking services to
businesses wishing to acquire, sell, or merge businesses. From
August, 2007 to December, 2013 Mr. Dobbins was CEO and President of
Franskill, a consulting firm that assisted companies with global
expansion and exit strategies; advising them on complex financial
structures and models. From August, 2007 to December, 2014 Mr.
Dobbins was Chief Global Investment Analyst with Motorskill Venture
Group, LLC. Prior to his engagement with Motorskill, Mr. Dobbins
served in various financial and management executive roles at
Guardian Fire Protection Co., Inc., Café Adobe Restaurants,
and K & W Resources, Inc. He began his career in the audit
department of Arthur Young & Co., and then owned his own CPA
firm for 25 years. Mr. Dobbins received a BB.A. in Accounting,
Magna Cum Laude, from Sam Houston State
University.





-34-
 Table of Contents








Audit Committee





As of July 31, 2018, the entire board of directors comprised the
audit committee with Tony Alford serving as the Audit Committee
Chairman. The Audit Committee approves the selection of the
Company’s independent certified public accountants to audit
the annual financial statements and review the quarterly financial
statements, discusses with the auditors and approves in advance the
scope of the audit and reviews, reviews management’s
administration of the system of internal controls, and reviews the
Company’s procedures relating to business ethics. During the
last fiscal year, our audit committee met once. Tony Alford,
Darrell Carey, Bob Manning, Rolf Berg and Ed Devereaux are
independent members on our
audit committee.





Audit Committee Financial Expert





We do not have an Audit Committee Financial Expert. We believe that
the need for an Audit Committee Financial Expert and the costs
associated with such retention is not warranted at the present
time.





Nominating and Corporate Governance Committee





The entire board of directors comprises the Company’s
Nominating and Corporate Governance Committee with Darrell Carey
serving as Chairman of the Corporate Governance Committee. The
Corporate Governance and Nominating Committee are responsible for
developing the Company’s approach to corporate governance
issues and compliance with governance rules. The Corporate
Governance and Nominating Committee is also mandated to plan for
the succession of the Company, including recommending director
candidates, review of board procedures, size and organization, and
monitoring of senior management with respect to governance issues.
The committee is responsible for the development and implementation
of corporate communications to ensure the integrity of the
Company’s internal control and management information
systems. The purview of the Corporate Governance and Nominating
Committee also includes the administration of the board’s
relationship with the management of the Company, monitoring the
quality and effectiveness of the Company’s corporate
governance system and ensuring the effectiveness and integrity of
the Company’s communication and reporting to shareholders and
the public generally.





Compensation Committee





The entire board of directors comprises the Company’s
compensation committee with Bob Manning serving as Chairman of the
Compensation Committee. The Compensation Committee is responsible
for setting the compensation for the officers and the other agents
and employees of the corporation. The Committee may delegate the
authority to set the compensation of the officers, agents, and
employees to the President. No officer may be prevented from
receiving compensation as an officer solely because the officer is
also a director of the corporation. The Committee shall fix the
amount or salary to be paid to each director for service as a
director or for attendance at each meeting of the Board. Salary or
payment for service as a director shall not preclude a director
from serving the corporation in any other capacity or from
receiving compensation for service in that other
capacity.





Legal Proceedings





No Director, or person nominated to become a Director or Executive
Officer, has been involved in any legal action involving the
Company during the past five years.





Family Relationships





For the year ended July 31, 2018, the only family relationship
between any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer
that existed was between Jed Miesner who serves as President and
Chairman of the Board of Directors and Stephen Salgado who serves
as Secretary and Chief Financial Officer. Jed Miesner is Mr.
Salgado’s father-in-law. Prior to Mr. Salgado’s
resignation Mr. Miesner and Mr. Salgado have worked with each other
for 13 years.





Section 16(a) Beneficial Ownership Reporting
Compliance





Under section 16(a) of the Securities Exchange Act of 1934, as
amended, and pursuant to regulations there under, the
Company’s Directors, Executive Officers and beneficial owners
of greater than 10% of our equity securities are required to file
reports of their own ownership and changes in ownership with the
Securities and Exchange Commission.





Based solely on our review of the copies of such forms received by
us, or written representations from certain reporting persons, we
believe that during the fiscal year ended July 31, 2018, that
certain Directors and Officers failed to timely file a Form 3 and 4
by July 31, 2018 and that certain Directors and Officers also
failed to timely file Form 5 by September 14,
2018.





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Code of Ethics





We have adopted a Code of Conduct and Ethics for our Directors,
Officers and employees. A copy of our Code of Conduct and Ethics
can be obtained at no cost, by telephone at 972-233-1244, or by
mail at: 5700 W Plano Pkwy – Ste 3600, Plano, TX 75093. We
believe our Code of Conduct and Ethics is reasonably designed to
deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal
reporting of code violations; and provide accountability for
adherence to the code.





ITEM 11.
 EXECUTIVE COMPENSATION.





Summary Compensation Table





The following table sets forth compensation paid to our executive
officers:





Summary Compensation Table


For the Fiscal Years Ended July 31, 2018, 2017, and
2016





Name and Principal Position
Fiscal Year

Stock
OptionEnding
Salary
Awards
Awards
Total($)
($)
($)
($)Willard McAndrewCEO
and Director
7/31/2018
395,176
-
1,259,295
1,654,471Jed MiesnerDirector
and Acquisitions Manager
7/31/2018
354,835
-
638,719
993,554Former
Principal Executive Officer and President
7/31/2017
8,600
-
-
8,600(resigned
8/29/2018)
7/31/2016
-
-
-
-Stephen SalgadoFormer
Secretary and Chief Financial Officer
7/31/2018
139,251
-
213,958
353,2097/31/2017
115,350
-
-
115,3507/31/2016
103,875
-
-
103,875Dan N. DentonFormer
Principal Financial Officer and Principal Accounting
Officer
7/31/2018
-
-
-
-(resigned January 24, 2017)
7/31/2017
45,000
-
-
45,000Matthew J. ColbertFormer
Principal Financial Officer, Secretary, and Treasurer
7/31/2018
-
-
-
-(resigned
4/20/2016)
7/31/2017
-
-
-
-7/31/2016
26,750
-
-
26,750











-36-
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Employment Agreements





On August 11, 2017, Mr. McAndrew entered into an employment
agreement with us, where, among other things, Mr. McAndrew was
awarded a signing bonus of $100,000, an annual salary of $250,000
plus a discretionary bonus to be determined by the board of
directors, plus the options to acquire up to 15,000,000 shares of
our common stock pursuant to two (2) stock option grants for a
total of 15,000,000 shares of our common stock.





On August 11, 2017, Jed Miesner entered into a similar agreement
with us. At various times in the past Mr. Miesner has served as our
President, Chief Executive Officer and Chairman of the Board of
Directors. As of September 10, 2018 Mr. Miesner transitioned from
being our President and Chairman of the Board of Directors to being
our Manager of Acquisitions. Under our agreement with Mr. Miesner,
Mr. Miesner was owed a signing bonus of $100,000, is entitled to an
annual salary of $250,000 plus a discretionary bonus to be
determined by the board of directors, plus the options to acquire
up to 5,000,000 shares of our common stock pursuant to one (1)
stock option grant for a total of 5,000,000 shares of our common
stock.





On August 11, 2017, Stephen Salgado entered into a similar
agreement with us, wherein Mr. Salgado to serve as our Chief
Financial Officer. Under our agreement with Mr. Salgado, Mr.
Salgado was to be paid a signing bonus of $33,000, an annual salary
of $125,000 plus a discretionary bonus to be determined by the
board of directors, plus the options to acquire up to 1,750,000
shares of our common stock pursuant to one (1) stock option grant
for a total of 1,750,000 shares of our common stock. Mr. Salgado
resigned as our CFO effective August 7, 2018.





Director Compensation





The following table reflects compensation paid to directors during
the fiscal year ended July 31, 2018.





Name
Fees Earned or
Stock Option
All OtherPaid in Cash
Awards
Compensation
Total($)
($)
($)
($)Tony
Alford
-
54,822
-
54,822Robert
Manning
-
61,675
-
61,675Darrell
Carey
-
41,116
-
41,116Jed
Miesner
-
-
-
-Rolf
Berg
-
20,558
-
20,558Edward
Devereaux
-
20,558
-
20,558Kurt
Koeppler
-
-
-
-





ITEM
12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS





Security Ownership of Certain Beneficial Owners and
Management





The following table sets forth information as of July 31, 2018,
regarding the ownership of our Common Stock by:





●
 Each person who is
known by us to own more than 5% of our shares of common
stock;


●
 Each of our named
executive officers and directors; and


●
 All of our
executive officers and directors as a group.





The number of shares beneficially owned, and the percentage of
shares beneficially owned, are based on 75,076,010 shares of common
stock outstanding as of July 31, 2018.





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For the purposes of the information provided below, beneficial
ownership is determined in accordance with the rules of the SEC,
and for each person includes shares that person has the right to
acquire within 60 days following July 31, 2018,
subject to options, warrants or similar instruments.





Name and Address of Beneficial Owner

Total number of shares beneficially owned

Pct of ClassJed Miesner (1)
Amarillo, TX
Director

107,483,015
(1)(2)(3)
(4)
60.9%
(5)Tony Alford (13)
Amarillo, TX
Director and Chairman

1,687,393

2.0%
(6)Bob Manning (14)
Amarillo, TX
Director

646,568

0.8%
(7)Darrell Carey
Amarillo, TX
Director

207,604

0.2%
(8)Willard McAndrew
Amarillo, TX
Principal Executive Officer and Director

7,000,000

7.7%
(9)Rolf Berg
Menomonee Falls, WI
Director

4,372,138

5.2%
(10)Kurt Koeppler
Menomonee Falls, WI
Director

2,797,920

3.3%
(11)Edward Devereaux
Corinth, TX
Director

185,000

0.2%
(12)All Directors and Executive Officers as a Group

124,379,638

67.4%
(13)





Other entities that control over 5% of common stock

Total number of shares beneficially owned

Pct of ClassThe National Christian Charitable Foundation

15,053,617

17.9%TOTAL





(1)
The nature of Jed Miesner's indirect beneficial ownership is due to
Mr. Meisner being the natural person with voting and dispositive
control over Petro Pro Ltd and JLM Strategic Investments LP. Mr.
Miesner also has indirect beneficial ownership in Cornerstone
Fidelity Capital, LLC.(2)
Includes 359,448 common shares held directly by Jed Miesner (Direct
ownership)(3)
Includes 14,523,567 common shares held indirectly by Jed Miesner
(Indirect ownership) Petro Pro = 376,688; JLM Strategic =
13,694,168; Cornerstone Fidelity Capital = 452,731(4)
Direct beneficial ownership = 359,448 common shares + 2,600,000
exercisable stock options + 90,000,000 convertible preferred stock
= 92,959,448Indirect beneficial ownership = 14,473,567 common
sharesTotal beneficial ownership = 92,959,448 Direct + 14,473,567
Indirect = 107,433,015








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(5)
Miesner: Shares Beneficially owned (Common shares owned + Stock
options + Common stock equivalent-preferred stock) divided by
(Current common shares outstanding common shares owned + Stock
options + Common stock equivalent-preferred stock) = (14,883,015
common shares + +2,600,000 exercisable common stock options
+90,000,000 common stock equivalents-preferred stock) divided by
(83,975,232 +2,600,000+90,000,000) = (107,884,015/176,575,232) =
60.9%(6)
Alford: Shares Beneficially owned consisting of (Common shares
owned + Common share purchase warrants) divided by (Current common
shares outstanding +Common share purchase warrants) = (1,487,393
common shares+200,000 common share purchase warrants) divided by
(83,975,232 shares currently outstanding+200,000 share purchase
warrants) = (1,687,393/84,175,232) = 2.0%(7)
Manning: Shares Beneficially owned consisting of (Common shares
owned + Common share purchase warrants) divided by (Current common
shares outstanding + Common share purchase warrants) = (421,568
common shares + 225,000 common share purchase warrants) divided by
(83,975,232 shares currently outstanding+225,000 share purchase
warrants) = (646,568/84,200,232) = 0.8%(8)
Carey: Shares Beneficially owned consisting of (Common shares owned
+ Common share purchase warrants) divided by (Current common shares
outstanding + Common share purchase warrants) = (57,604 common
shares + 150,000 common share purchase warrants) divided by
(83,975,232 shares currently outstanding+150,000 share purchase
warrants) = (207,604/84,124,232) = 0.2%(9)
McAndrew: Shares Beneficially owned consisting of (Common shares
owned + Common stock options) divided by (Current common shares
outstanding + Common stock options) = (0 common shares + 7,000,000
exercisable common stock options) divided by (83,975,232 shares
currently outstanding +7,000,000 exercisable common stock options)
= (7,000,000/90,975,232) =7.7%(10)
Berg: Shares Beneficially owned consisting of (Common shares owned
+ Common share purchase warrants) divided by (Current common shares
outstanding + Common share purchase warrants) =
(4,122,138 common shares + 250,000 common stock
warrants) divided by (83,975,232 shares currently outstanding
+250,000 common stock purchase warrants) =
(4,372,138/84,225,232) =5.2%(11)
Koeppler: Shares Beneficially owned consisting of (Common shares
owned) divided by (Current common shares outstanding) =
(2,797,920 common shares) divided by (83,975,232
shares currently outstanding) = (2,797,920/83,975,232)
= 3.3%(12)
Devereaux: Shares Beneficially owned consisting of (Common shares
owned + Common share purchase warrants) divided by (Current common
shares outstanding + Common share purchase warrants) = (110,000
common shares + 75,000 common stock warrants) divided by
(83,975,232 shares currently outstanding +75,000 common stock
purchase warrants) = (185,000/84,050,232) =0.2%(13)
Total
Officers and Directors: Shares Beneficially owned consisting of
(Common shares owned + Common stock options + Common share purchase
warrants) divided by (Current common shares outstanding + Common
stock options + Common share purchase warrants + Common stock
equivalent – preferred stock) = (23,897,638 common shares +
9,600,000 exercisable common stock options + 900,000 common share
purchase warrants + 90,000,000 common stock equivalent-preferred
stock) divided by (83,975,232 shares currently outstanding
+9,600,000 exercisable common stock options plus 900,000 common
share purchase warrants + 90,000,000 common stock
equivalent-preferred stock) = (124,379,638/184,475,232)
=67.4%





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There are no arrangements known to the Company, the operation of
which may at a subsequent time result in the change of control of
the Company.





Securities Authorized for Issuance under Equity Compensation
Plans





In February 2017, the Board of Directors adopted and approved the
2017 Stock Option Plan (the “2017 Plan”). Pursuant to
the 2017 Plan terms, if the 2017 Plan was not approved by a
majority of the shareholders of the Company within twelve months of
the adoption of the 2017 Plan, the 2017 Plan would become void. The
2017 Plan was never approved by a majority vote of the shareholders
of the Company and therefore is now void. No options were ever
issued pursuant to the 2017 Plan.





On August 11, 2017, the Board of Directors authorized the grant of
5,835,000 options to purchase shares of common stock of the Company
to certain officers related to their employment agreements (the
“Listing Options”). The Listing Options will vest and
be immediately exercisable on the date the Company's stock is
traded on the American Stock Exchange, the New York Stock Exchange,
or any of the NASDAQ trading tiers. The Listing Options shall have
an exercise price equal to the closing price on the date such
trading commences. As of July 31, 2018, management has determined
the probability of such an event is doubtful and, therefore, has
not recognized any compensation expense to date regarding the
Listing Options.





On August 11, 2017, the Board of Directors authorized the grant of
11,750,000 options to purchase shares of common stock of the
Company to certain officers. The options have an exercise price of
$0.40 and expire five years from the date of grant. 2,937,500 of
the options vested immediately on the grant date and the remainder
vest 25% annually upon each anniversary of the grant
date.





On August 11, 2017, the Board of Directors authorized the grant of
10,000,000 options to purchase shares of common stock of the
Company to its Chief Executive Officer. The options have an
exercise price of $0.40 per share and expire five years from the
date of grant. 2,000,000 options vested on the date of grant. The
fair value of the grant was $489,047 which was recognized as
stock-based compensation at the date of grant. The remaining
8,000,000 options contained market and performance conditions, of
which 4,000,000 options are to vest based on market conditions
being met and 4,000,000 options will vest upon achievement of
certain performance objectives. Management has assessed the
likelihood of market conditions and the probability of performance
conditions being realized and recognize a fair value of $647,987
for the year ending July 31, 2018.





On September 26, 2017, the Board of Directors also authorized the
grant of 500,000 options to purchase shares of common stock of the
Company to certain directors. The options vested immediately at the
date of grant.  These options have an exercise price of $0.40
and expire on September 26, 2021. The fair value of the grant was
$137,056 which the Company recognized as stock-based
compensation– for the year ended July 31, 2018.





Equity Compensation Plan





Plan Category
Number of securities issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))(a)
(b)
(c)Equity compensation plans approved by security holders
(1)
0
0
0Equity compensation plans not approved by security
holders
0
0
0Total
0
0
0





In February 2017, the Board of Directors adopted and approved the
2017 Stock Option Plan as it relates to 10,000,000 shares of Common
Stock, par value $0.001 per share (the “Common Stock”),
to be offered and sold to accounts of eligible persons of the
Company under the Plan. The 2017 Plan, by its terms, required the
approval of a majority vote of the shareholders within 12 months of
the adoption of the 2017 Plan. The 2017 Plan was not approved by a
majority vote of the shareholders of the Company and therefore is
now void. No options were issued pursuant to the 2017
Plan.





ITEM
13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





During the fiscal years ended July 31, 2018 and 2017, and through
the date of this report, the following related party transactions
occurred:





The Company has a continuous field operating agreement with
Jilpetco, Inc. (currently a 100% owned subsidiary) which was
formerly owned by Jed Miesner, the CEO, President, and Chairman of
the Board of Directors of Amazing Energy Oil and Gas, Co. During a
given year, there are amounts collected from the sale of oil and
gas by Jilpetco, Inc. These amounts are then remitted to working
interest holders, of which the Company is the primary recipient of
these funds. All intercompany balances are eliminated in
consolidated financial statements.





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On January 3, 2011,
the Company formalized a loan agreement with Jed Miesner, the
Company’s CEO, President and Chairman of the Board of
Directors for $1,940,000. These notes are scheduled to mature on
December 31, 2030, bear interest at the rate of 8% per annum, and
are collateralized with a leasehold deed of trust covering certain
leasehold interests in Pecos County, Texas. At July 31, 2018 and
2017 the short-term components of this loan were $172,660 and
$248,704 respectively. The long-term amounts at July 31, 2018 and
2017 were $1,767,340 and $1,691,296
respectively.





Amazing Energy, LLC. (a wholly owned subsidiary of the Company)
entered a $2,000,000 line of credit facility on December 30, 2010,
with JLM Strategic Investments an entity controlled by Jed Miesner.
Funds advanced on the line of credit mature on December 31, 2030,
bear interest at the rate of 8% per annum and are collateralized
with a leasehold deed of trust covering certain leasehold interests
in Pecos County, Texas. At July 31, 2018 and 2017 the short-term
components of this loan were $41,170 and $41,170 respectively. The
long-term amounts at July 31, 2018 and 2015 were $Nil and $Nil
respectively. There was a reduction in this debt of $287,303 on
July 31, 2017 by the issuance of the Series A Preferred
Stock.





On December 30, 2010, Amazing Energy, LLC, formalized loan
agreements with Petro Pro Ltd., an entity also controlled by Jed
Miesner for $1,100,000. These notes are scheduled to mature on
December 31, 2030, bear interest at the rate of 8% per annum and
are collateralized with a leasehold deed of trust covering certain
leasehold interests in Pecos County, Texas. At July 31, 2018 and
2017 the short-term components of this loan were $97,900 and
$141,018 respectively. The long-term amounts at July 31, 2018 and
2017 were $1,002,100 and $958,985 respectively.





Terms of the notes, as amended, provide for adjustment to the
interest rate beginning February 1, 2017 from 8% to a rate of 6%
through February 1, 2019, and a rate of Prime plus 2% for the
remaining years. The notes also included a conversion feature that
allows the principal and accrued interest of the loans to be
converted into common stock of Amazing Energy, Inc.
(“AEI”) at $0.60 per share at the option of related
party note holders.





As of July 31, 2018 and 2017, the accrued and unpaid interest due
to related parties was $400,805 and $215,935, respectively. Related
party interest expense for the years ended July 30, 2018 and 2017
was $198,698 and $215,935 respectively.





Effective July 31, 2017, the Company authorized the issuance of
9,000 shares of Preferred Series A stock with par value of $0.01
per share. The issue price is at $100 per share. These shares were
issued to Jed Miesner, the company controlling shareholder, in
exchange for cancellation of related party interest payable in the
amount of $612,697 and debt payable to JLM Strategic Investments,
LP in the amount of $287,303.





On May 27, 2016, Jilpetco entered into loan agreements (the
“May 2016 Notes”) with Tony Alford, Robert Bories,
Robert Manning, Petro Pro Ltd., and Reese Pinney. Messrs. Alford,
Manning are members of the Board of Directors and Miesner is
Chairman. Messrs. Bories and Pinney are officers of the Company.
The aggregate principal amount of the notes was
$230,000.





The notes were scheduled to mature on November 23, 2016 and bore
interest at the rate of 8% per annum and included a participation
fee of $23,000 equal to 10% of the principal amount of the loans.
On August 15, 2016, the loan agreements were modified to accept
additional amounts from all the individual noteholders except Mr.
Manning.





At November 23, 2016, the Noteholders have waived any event of
default and have commenced discussion to extend or replace the loan
with a new loan agreement (Note 18 – Subsequent Events). This
was accounted for as a modification. On January 6, 2017, the
Company paid 25% of the principal, being $57,500, paid the 10% note
fee, being $23,000, and paid the accrued interest through November
23, 2016, being $ 8,035, for a grand total of payments being
$88,536.





On May 31, 2017, the noteholders of note payable, related parties
agreed to extend the maturity date of the Notes to December 31,
2017. As consideration for the change in terms, the Company issued
to the noteholders an aggregate 460,000 shares of the
Company’s common stock with a fair value of $105,800 based on
the closing share price of $0.23.





On July 21, 2017, Amazing Energy Oil and Gas Co entered into
additional loan agreements (the “July 2017 Notes”) with
Robert Bories, Robert Manning, Petro Pro Ltd., Rolf Berg, and James
R. Parker. Messrs. Mr. Manning, and Mr. Berg, are members of the
Board of Directors. Mr. Miesner is Chairman of the Board of
Directors and an officer of the Company. Mr. Bories is an officer
of the Company. Mr. Parker is a shareholder of the Company. The
aggregate principal amount of the notes was $225,000. The notes
bear interest at a rate of 8% per annum and included a
participation fee of $22,500 equal to 10% of the principal amounts
of the loans.





The director notes and related interest payable were paid in full
in December 15, 2017 and January 2, 2018.








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On October 3, 2017, Amazing Energy LLC entered into a Purchase and
Sale Agreement with both Gulf South Energy Partners 2014, LP and
Gulf South Energy Partners 2015A, LP to sell a total of 10% Working
Interest in the WWJD C Wells which include the WWJD C1, C2, C3 and
C4 for a total of $120,000. Mr. Reese Pinney serves as President of
Jilpetco Inc. and also serves as COO for Amazing Energy Oil and
Gas, Co. Mr. Pinney also serves as the CEO of Gulf South Holding,
Inc. (GSH) which is the Managing General Partner of each of the
following partnerships: Gulf South Energy Partners 2012A, LP, Gulf
South Energy Partners 2013, LP, Gulf South Energy Partners 2014,
LP, and Gulf South Energy Partners 2015A, LP (collectively
GSEP).
 
 On November 23, 2017, Amazing Energy LLC entered into a Purchase
and Sale Agreement with both Gulf South Energy Partners 2014, LP
and Gulf South Energy Partners 2015A, LP to sell a total of 1%
Working Interest in the WWJD C Wells which include the WWJD C1, C2,
C3 and C4 for a total of $3,260. Mr. Reese Pinney serves as
President of Jilpetco Inc. and also serves as COO for Amazing
Energy Oil and Gas, Co. Mr. Pinney also serves as the CEO of Gulf
South Holding, Inc. (GSH) which is the Managing General Partner of
each of the following partnerships: Gulf South Energy Partners
2012A, LP, Gulf South Energy Partners 2013, LP, Gulf South Energy
Partners 2014, LP, and Gulf South Energy Partners 2015A, LP
(collectively GSEP).


On November 23, 2017, Amazing Energy LLC entered into a Purchase
and Sale Agreement with Gulf South Energy Partners 2012A, LP, Gulf
South Energy Partners 2013, LP, Gulf South Energy Partners 2014, LP
and Gulf South Energy Partners 2015A, LP to sell a total of
approximately 59.26% Working Interest in the WWJD 7, 10 and 21 for
a total of $533,335. Mr. Reese Pinney serves as President of
Jilpetco Inc. and serves as COO for Amazing Energy Oil and Gas, Co.
Mr. Pinney also serves as the CEO of Gulf South Holding, Inc. (GSH)
which is the Managing General Partner of each of the following
partnerships: Gulf South Energy Partners 2012A, LP, Gulf South
Energy Partners 2013, LP, Gulf South Energy Partners 2014, LP, and
Gulf South Energy Partners 2015A, LP (collectively
GSEP).





During the year ended July 31, 2017, the Company sold an 11%
working interest in four wells and a 60% working interest in three
wells for a total of $656,596 in cash to Gulf South Energy
Partners, a related entity controlled by Robert Bories, who served
as Treasurer of the Company at the time.  The sale of working
interests in seven wells resulted in a reduction in oil and gas
properties of $656,596 for the year ended July 31, 2017.





In determining the matter of director independence, the following
independence criteria were utilized:





1)
 A
director who is, or at any time during the past three years was,
employed by the company or by any parent or subsidiary of the
company;


2)
 A
director who accepted or who has a Family Member who accepted any
compensation from the company in excess of $60,000 during any
period of twelve consecutive months within the three years
preceding the determination of independence, other than the
following:





a)
 compensation
for board or board committee service;


b)
 compensation
paid to a Family Member who is an employee (other than an executive
officer) of the company; or


c)
 benefits
under a tax-qualified retirement plan, or non-discretionary
compensation


d)
 Other
relationships include:


e)
 a
director who is a Family Member of an individual who is, or at any
time during the past three years was, employed by the Company as an
executive officer, or a director who is, or has a family member who
is, a partner in, or a controlling shareholder or an executive
officer of, any organization to which the Company made, or from
which the Company received, payments for property or services in
the current or any of the past three fiscal years that exceed 5% of
the recipient’s consolidated gross revenues for that year, or
$200,000, whichever is more, other than (a) payments arising solely
from investments in the company’s securities; or (b) payments
under non-discretionary charitable contribution matching
programs.


f)
 a
director of the Company who is, or has a Family Member who is,
employed as an executive officer of another entity where at any
time during the past three years any of the executive officers of
the Company serve on the compensation committee of such other
entity; or


g)
 a
director who is, or has a Family Member who is, a current partner
of the Company’s outside auditor, or was a partner or
employee of the Company’s outside auditor who worked on the
company’s audit at any time during any of the past three
years.





ITEM
14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES.





The Company retained DeCoria, Maichel & Teague, P.S. as the
independent public accounting firm for the fiscal year ended July
31, 2018 and July 31, 2017. During the fiscal year ended July 31,
2018 and July 31, 2017, DeCoria, Maichel & Teague, P.S. were
paid $65,073 and $64,435, respectively for audit and review
services.





Audit-Related Fees





There were no fees billed in the last two fiscal years for
assurance and related services by the principal accountants that
are reasonably related to the performance of the audit or review of
the Company’s financial statements except as set forth in the
preceding paragraph.





Tax Fees





There were no fees billed in the last two fiscal years for
professional services for tax compliance, tax advice or tax
planning rendered by the Company’s principal
accountants.





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 Table of Contents








All Other Fees





The Company incurred no fees from the principal accountants during
the last two fiscal years for products and services other than as
set forth above.





Policy on Audit Committee Pre-Approval of Audit and Non-Audit
Services of Independent Auditors





The Audit Committee (which constitutes the board of directors)
meets prior to the filing of any Form 10-Q or 10-K to approve those
filings. In addition, the Company’s audit committee
pre-approves all services provided to the Company by DeCoria,
Maichel & Teague P.S. or any other professional services firm
that is related to the preparation of the Company’s financial
statements.








PART IV





ITEM 15.
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Incorporated by ReferenceExhibit
Number
Description of Document
Form
Date
Number
Filed
herewith2.1
Articles of Merger dated
October 15, 2014
8-K
10/17/14
2.13.1
Articles of Incorporation for
Silver Crest Mines, Inc. dated September 11, 1968
10-SB12G
01/08/07
3.13.2
Articles of Merger of
Domestic Corporations into Silver Crest Mines, Inc. dated December
20, 1982
10-SB12G
01/08/07
3.23.3
Articles of Incorporation of
Silver Crest Resources, Inc. dated January 28, 2003
10-SB12G
01/08/07
3.33.4
Articles of Merger between
Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed
in Nevada dated June 11, 2003
10-SB12G
01/08/07
3.43.5
Articles of Merger between
Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed
in Idaho dated June 11, 2003
10-SB12G
01/08/07
3.53.6
Articles of Exchange of
Niagara Mining and Development Company, Inc., and Silver Crest
Resources, Inc. as filed in Nevada dated August 4,
2006
10-SB12G
01/08/07
3.63.7
Articles of Exchange of
Niagara Mining and Development Company, Inc., and Silver Crest
Resources, Inc. as filed in Idaho dated August 4, 2006
10-SB12G
01/08/07
3.73.8
Certificate of Amendment to
Articles of Incorporation for a Nevada Corporation dated August 14,
2006
10-SB12G
01/08/07
3.83.9
Articles of Incorporation for
Kisa Gold Mining, Inc. dated July 28, 2006
10-SB12G
01/08/07
3.93.10
Articles of Incorporation for
Niagara Mining and Development Company, Inc. dated January 11,
2005
10-SB12G
01/08/07
3.103.11
Amended Bylaws adopted
September 12, 2007
10-KSB
03/26/08
3.113.12
Articles of Incorporation
– Amazing Energy, Inc.
10-K
11/13/15
3.123.13
Bylaws – Amazing
Energy, Inc.
10-K
11/13/15
3.133.14
Articles of Organization
– Amazing Energy LLC
10-K
11/13/15
3.143.15
Operating Agreement –
Amazing Energy LLC
10-K
11/13/15
3.153.16
Articles of Incorporation
– Gulf South Securities, Inc.
10-K
11/14/16
3.163.17
Bylaws of Gulf South
Securities, Inc.
10-K
11/14/16
3.173.18
Articles of Incorporation
– Jilpetco, Inc.
10-K
11/14/16
3.183.19
Bylaws of Jilpetco,
Inc.
10-K
11/14/16
3.1910.1
Employment Contract of Thomas
H. Parker
10-SB12G/A
08/06/07
3.1110.2
Employment Contract of Chris
Dail
10-SB12G
07/08/07
1010.3
Option and Royalty Sales
Agreement between Gold Crest Mines, Inc. and the heirs of the
Estate of J.J. Oberbillig
10-KSB
03/26/08
10.310.4
Option and Real Property
Sales Agreement between Gold Crest Mines, Inc. and JJO, LLC, an
Idaho limited liability company and personal representative of the
Estate of J.J. Oberbillig
10-KSB
03/26/08
10.410.5
Mining Lease and Option to
Purchase Agreement dated March 31, 2008, between Gold Crest Mines,
Inc. and Bradley Mining Company, a California
Corporation
10-Q
08/11/08
10.5





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 Table of Contents





10.6
Golden Lynx, LLC, Limited Liability Company Agreement dated April
18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold
LLC
10-Q
08/11/08
10.610.7
AKO Venture Agreement dated
May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.710.8
Luna Venture Agreement dated
May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.8


10.9
Chilly Venture Agreement
dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.910.10
Purchase Agreement dated
March 13, 2009, between Gold Crest Mines, Inc. and Frank
Duval
10-K
03/25/09
10.910.11
Master Earn-In Agreement
dated March 28, 2011, between Kisa Gold Mining, Inc. and North Fork
LLC
10-Q
05/18/11
10.110.12
Terms Sheet and Loan
Agreement and amendments thereto between Kisa Gold Mining, Inc. and
Afranex Gold Limited
10-KSB
04/17/13
10.1210.13
Amendment to Terms Sheet and
Loan Agreement between Kisa Gold Mining, Inc. and Afranex Gold
Limited
10-Q
08/14/13
10.110.14
Change in Control Agreement
with certain shareholders of Amazing Energy, Inc.
8-K
10/08/14
10.110.15
Stock Exchange Agreement with
Jilpetco, Inc. dated 8-10-2015
8-K
08/12/15
10.110.16
Termination of Stock Exchange
Agreement
10-Q
12/15/15
10.110.17
Agreement with Delaney Equity
Group, LLC
10-Q
03/16/16
10.1710.18
Agreement with Gulf South
Holdings, Inc.
8-K
04/20/16
10.110.19
Agreement with Jed
Miesner
8-K
04/20/16
10.210.20
Amendment No. 1 to Agreement
with Gulf South Holdings, Inc.
8-K/A
04/29/16
10.110.21
Amendment No. 2 to Agreement
with Gulf South Holdings, Inc.
8-K/A-2
07/22/16
10.110.22
Amended Agreement with
Jilpetco, Inc.
8-K/A-5
08/29/16
10.214.1
Code of Conduct and Ethics of
Gold Crest Mines, Inc. adopted March 3, 2008
8-K
03/03/08
14.121.1
Subsidiaries of the
Issuer
10-K
11/14/16
21.131.1
Certification of Principal
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002



X31.2
Certification of Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002



X32.1
Certification of Chief
Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



X32.2
Certification of Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



X99.1
Gold Crest Mines, Inc., 2007
Stock Plan
10-SB12G/A
08/06/07
9999.2
Audited Financial Statements
of Amazing Energy, Inc. for the period ended July 31, 2014 and
2013
8-K
03/18/15
99.199.3
Unaudited Financial
Statements of Amazing Energy, Inc. for the period ended January 31,
2015
8-K
03/18/15
99.299.4
Unaudited Pro Forma
Consolidated Financial Statements
8-K
03/18/15
99.3


101.INS
XBRL Instance
Document
10-K
10/29/18
101.INS101.SCH
XBRL Taxonomy Extension
– Schema
10-K
10/29/18
101.SCH101.CAL
XBRL Taxonomy Extension
– Calculation
10-K
10/29/18
101.CAL101.DEF
XBRL Taxonomy Extension
– Definition
10-K
10/29/18
101.DEF101.LAB
XBRL Taxonomy Extension
– Label
10-K
10/29/18
101.LAB101.PRE
XBRL Taxonomy Extension
– Presentation
10-K
10/29/18
101.PRE














-44-
 Table of Contents








SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.





AMAZING ENERGY OIL AND GAS, CO.November 21, 2018
By:
/s/ WILLARD MCANDREW IIIWillard McAndrew IIIPrincipal Executive OfficerNovember 21, 2018
By:
/s/ MARTY DOBBINSMarty
DobbinsPrincipal Financial Officer and Principal Accounting
Officer





Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.





Signature
Title
Date/s/ JED MIESNER
Director
November 21, 2018Jed Miesner/s/ BOB MANNING
Director
November 21, 2018Bob Manning/s/ TONY ALFORD
Director
November 21, 2018Tony Alford/s/ DARRELL CAREY
Director
November 21, 2018Darrell Carey/s/ EDWARD DEVEREAUX
Director
November 21, 2018Edward Devereaux/s/ ROLF BERG
Director
November 21, 2018Rolf Berg/s/ WILLARD MCANDREW III
Director
November 21, 2018Willard McAndrew III

















-45-
 Table of Contents





EXHIBIT INDEX








Incorporated by ReferenceExhibit
Number
Description of Document
Form
Date
Number
Filed
herewith2.1
Articles of Merger dated
October 15, 2014
8-K
10/17/14
2.13.1
Articles of Incorporation for
Silver Crest Mines, Inc. dated September 11, 1968
10-SB12G
01/08/07
3.13.2
Articles of Merger of
Domestic Corporations into Silver Crest Mines, Inc. dated December
20, 1982
10-SB12G
01/08/07
3.23.3
Articles of Incorporation of
Silver Crest Resources, Inc. dated January 28, 2003
10-SB12G
01/08/07
3.33.4
Articles of Merger between
Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed
in Nevada dated June 11, 2003
10-SB12G
01/08/07
3.43.5
Articles of Merger between
Silver Crest Mines, Inc. into Silver Crest Resources, Inc. as filed
in Idaho dated June 11, 2003
10-SB12G
01/08/07
3.53.6
Articles of Exchange of
Niagara Mining and Development Company, Inc., and Silver Crest
Resources, Inc. as filed in Nevada dated August 4,
2006
10-SB12G
01/08/07
3.63.7
Articles of Exchange of
Niagara Mining and Development Company, Inc., and Silver Crest
Resources, Inc. as filed in Idaho dated August 4, 2006
10-SB12G
01/08/07
3.73.8
Certificate of Amendment to
Articles of Incorporation for a Nevada Corporation dated August 14,
2006
10-SB12G
01/08/07
3.83.9
Articles of Incorporation for
Kisa Gold Mining, Inc. dated July 28, 2006
10-SB12G
01/08/07
3.93.10
Articles of Incorporation for
Niagara Mining and Development Company, Inc. dated January 11,
2005
10-SB12G
01/08/07
3.103.11
Amended Bylaws adopted
September 12, 2007
10-KSB
03/26/08
3.113.12
Articles of Incorporation
– Amazing Energy, Inc.
10-K
11/13/15
3.123.13
Bylaws – Amazing
Energy, Inc.
10-K
11/13/15
3.133.14
Articles of Organization
– Amazing Energy LLC
10-K
11/13/15
3.143.15
Operating Agreement –
Amazing Energy LLC
10-K
11/13/15
3.153.16
Articles of Incorporation
– Gulf South Securities, Inc.
10-K
11/14/16
3.163.17
Bylaws of Gulf South
Securities, Inc.
10-K
11/14/16
3.173.18
Articles of Incorporation
– Jilpetco, Inc.
10-K
11/14/16
3.183.19
Bylaws of Jilpetco,
Inc.
10-K
11/14/16
3.1910.1
Employment Contract of Thomas
H. Parker
10-SB12G/A
08/06/07
3.1110.2
Employment Contract of Chris
Dail
10-SB12G
07/08/07
1010.3
Option and Royalty Sales
Agreement between Gold Crest Mines, Inc. and the heirs of the
Estate of J.J. Oberbillig
10-KSB
03/26/08
10.310.4
Option and Real Property
Sales Agreement between Gold Crest Mines, Inc. and JJO, LLC, an
Idaho limited liability company and personal representative of the
Estate of J.J. Oberbillig
10-KSB
03/26/08
10.410.5
Mining Lease and Option to
Purchase Agreement dated March 31, 2008, between Gold Crest Mines,
Inc. and Bradley Mining Company, a California
Corporation
10-Q
08/11/08
10.5 10.6
Golden Lynx, LLC, Limited Liability Company Agreement dated April
18, 2008, between Kisa Gold Mining, Inc. and Cougar Gold
LLC
10-Q
08/11/08
10.610.7
AKO Venture Agreement dated
May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.710.8
Luna Venture Agreement dated
May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.8





-46-
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10.9
Chilly Venture Agreement
dated May 5, 2008, between Kisa Gold Mining, Inc. and Newmont North
America Exploration Limited, a Delaware Corporation
10-Q
08/11/08
10.910.10
Purchase Agreement dated
March 13, 2009, between Gold Crest Mines, Inc. and Frank
Duval
10-K
03/25/09
10.910.11
Master Earn-In Agreement
dated March 28, 2011, between Kisa Gold Mining, Inc. and North Fork
LLC
10-Q
05/18/11
10.110.12
Terms Sheet and Loan
Agreement and amendments thereto between Kisa Gold Mining, Inc. and
Afranex Gold Limited
10-KSB
04/17/13
10.1210.13
Amendment to Terms Sheet and
Loan Agreement between Kisa Gold Mining, Inc. and Afranex Gold
Limited
10-Q
08/14/13
10.110.14
Change in Control Agreement
with certain shareholders of Amazing Energy, Inc.
8-K
10/08/14
10.110.15
Stock Exchange Agreement with
Jilpetco, Inc. dated 8-10-2015
8-K
08/12/15
10.110.16
Termination of Stock Exchange
Agreement
10-Q
12/15/15
10.110.17
Agreement with Delaney Equity
Group, LLC
10-Q
03/16/16
10.1710.18
Agreement with Gulf South
Holdings, Inc.
8-K
04/20/16
10.110.19
Agreement with Jed
Miesner
8-K
04/20/16
10.210.20
Amendment No. 1 to Agreement
with Gulf South Holdings, Inc.
8-K/A
04/29/16
10.110.21
Amendment No. 2 to Agreement
with Gulf South Holdings, Inc.
8-K/A-2
07/22/16
10.110.22
Amended Agreement with
Jilpetco, Inc.
8-K/A-5
08/29/16
10.214.1
Code of Conduct and Ethics of
Gold Crest Mines, Inc. adopted March 3, 2008
8-K
03/03/08
14.121.1
Subsidiaries of the
Issuer
10-K
11/14/16
21.131.1
Certification of Principal
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002



X31.2
Certification of Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002



X32.1
Certification of Chief
Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



X32.2
Certification of Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



X99.1
Gold Crest Mines, Inc., 2007
Stock Plan
10-SB12G/A
08/06/07
9999.2
Audited Financial Statements
of Amazing Energy, Inc. for the period ended July 31, 2014 and
2013
8-K
03/18/15
99.199.3
Unaudited Financial
Statements of Amazing Energy, Inc. for the period ended January 31,
2015
8-K
03/18/15
99.299.4
Unaudited Pro Forma
Consolidated Financial Statements
8-K
03/18/15
99.3101.INS
XBRL Instance
Document
10-K
10/29/18
101.INS101.SCH
XBRL Taxonomy Extension
– Schema
10-K
10/29/18
101.SCH101.CAL
XBRL Taxonomy Extension
– Calculation
10-K
10/29/18
101.CAL101.DEF
XBRL Taxonomy Extension
– Definition
10-K
10/29/18
101.DEF101.LAB
XBRL Taxonomy Extension
– Label
10-K
10/29/18
101.LAB101.PRE
XBRL Taxonomy Extension
– Presentation
10-K
10/29/18
101.PRE











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 Table of Contents