Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No: 000-51465

United American Petroleum Corp.

(Exact name of registrant as specified in its charter)

Nevada			20-1904354
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
9600 Great Hills Trail, Suite 150W, Austin, TX 78759
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 852-7888

Securities registered under Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $.001 (Title of Class)

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x 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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller

reporting company)

Smaller reporting company x

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

The aggregate market value of the registrant’s shares of common stock held by non-affiliates of the registrant on June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter was $283,922.

As of April 8, 2015, there were 321,867,911 shares of the issuer’s $.001 par value common stock issued and outstanding.

NOTE REGARDING THIS FILING

United American Petroleum Corp. (the “Registrant”) is filing this Amendment on Form 10-K/A (“Amendment”) to supplement the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, which the Registrant previously filed with the Securities and Exchange Commission (“SEC”) on April 16, 2015 (the “Original Filing”).

The purpose of this Amendment is to add the reserve report prepared by Mire & Associates, Inc., which was inadvertently omitted from the Original Filing due to an administrative oversight.

No other changes have been made to the Original Filing. This Amendment speaks as of the filing date of the Original Filing, does not reflect events that may have occurred subsequent to the date of the Original Filing, and does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.

EXHIBIT INDEX

Exhibit Description of Exhibit

2.1	Agreement and Plan of Merger, by and among the Company, United American Petroleum Corp. and United PC Acquisition Corp., dated December 31, 2010 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
2.2	Agreement and Plan of Merger and Reorganization dated December 31, 2010, by and between the Company and United American Petroleum Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of the State of Nevada, effective January 31, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)
3.2	Certificate of Designations of Series B Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 14, 2012)
3.3	Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed November 14, 2012)
3.4	Bylaws (incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form SB-2, filed on April 15, 2005).

3.5	Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective December 16, 2009.
3.6	Certificate of Correction to Articles of Merger, as filed with the Secretary of State of the State of Nevada, effective January 29, 2010 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K, as amended, filed January 21, 2011).
3.7	Articles of Merger between United PC Acquisition Corp. and United American Petroleum Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
3.8	Articles of Merger between United American Petroleum Corp. and Forgehouse, Inc. (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
10.1	Employment Agreement of Michael Carey (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
10.2	Employment Agreement of Ryan Hudson (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2011)
10.3	$400,000 Promissory Note – JMJ Financial (January 31, 2013) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
10.4	Securities Purchase Agreement – Asher Enterprises, Inc. (February 19, 2013) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
10.5	$103,500 Convertible Promissory Note – Asher Enterprises, Inc. (February 19, 2013) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2013)
10.6	2013 Stock Plan for Directors, Officers and Consultants (incorporated by reference to Exhibit 4.1 of the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, filed with the Commission on September 13, 2013)
21	List of Subsidiaries (incorporated by reference to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2013, filed with the Commission on April 15, 2014)
23.1	Consent of Mire and Associates, Inc. (incorporated by reference to the Original Filing)
31.1	Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Reserve Reports of Properties located in Duval, Erath, Frio, Gonzales, Medina, Navarro, Pecos, Shackelford, and Wilbarger Counties, Texas
101.INS	XBRL Instance Document (incorporated by reference to the Original Filing)
101.SCH	XBRL Taxonomy Schema (incorporated by reference to the Original Filing)
101.CAL	XBRL Taxonomy Calculation Linkbase (incorporated by reference to the Original Filing)
101.DEF	XBRL Taxonomy Definition Linkbase (incorporated by reference to the Original Filing)
101.LAB	XBRL Taxonomy Label Linkbase (incorporated by reference to the Original Filing)
101.PRE	XBRL Taxonomy Presentation Linkbase (incorporated by reference to the Original Filing)

SIGNATURES

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

	United American Petroleum Corp.

July 21, 2015	By:	/s/ Michael Carey
		Michael Carey
	Its:	Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director
		(Principal Executive, Financial and Accounting Officer)

In accordance with 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.

By:	/s/ Michael Carey	July 21, 2015
	Michael Carey
Its:	Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director

By:	/s/ Ryan Hudson	July 21, 2015
	Ryan Hudson
Its:	Chief Operating Officer, Secretary and a Director

Exhibit 31.1

Certification of Principal Executive and Financial Officer,

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

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

I, Michael Carey, certify that:

I have reviewed this amendment to the annual report on Form 10-K/A of United American Petroleum Corp.;

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

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

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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

(b)

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

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: July 21, 2015	By:	/s/ Michael Carey
		Michael Carey
		Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer)

Exhibit 32.1

Certification of Principal Executive and Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Amendment to the Annual Report of United American Petroleum Corp., a Nevada corporation (the “Company”) on Form 10-K for the year ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael Carey, Chief Executive Officer, Chief Financial Officer, President, Treasurer and a director of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

/s/ Michael Carey

Michael Carey

Chief Executive Officer and Chief Financial Officer,

(Principal Executive Officer and Principal Financial Officer)

July 21, 2015