UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2013~~2014

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

For the transition period from ___________ to _____________

Commission file number: 333-172896

North American Oil & Gas Corp. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		98-087028
(State or other jurisdiction of incorporation or organization)		IRS Employer (Identification No.)

56 E. Main St. Suite 202
701 E. Santa Clara Street
Ventura, CA		93001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (805) ~~643~~665-~~0385~~6308

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act:

Common Stock, $.001 par value

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

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

Indicate by checkmark whether the registrant has (1) 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 x No o ¨

Indicate by checkmark 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. o ¨

Indicate by checkmark 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 o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x (Do not check if a smaller ~~reporting company~~reportingcompany)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s second fiscal quarter: $31,025 based on a price of $.001 per share, being the price per share of the last private placement of our company at June 30, ~~2013~~2014.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x¨ No o ¨ N/A

There were 61107,~~114~~076,138 ~~802~~ shares of the registrant’s common stock outstanding as of ~~March~~April 1928, ~~2014~~2015.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

PART I

Forward Looking Statements.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (“1934 Act”) as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar or comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

· business strategy; · estimated quantities of oil and natural gas reserves; · technology; · financial strategy; · oil and natural gas realized prices; · timing and amount of future production of oil and natural gas; · the amount, nature and timing of capital expenditures; · drilling of wells; · competition and government regulations; · marketing of oil and natural gas; · exploitation or property acquisitions; · costs of exploiting and developing our properties and conducting other operations; · general economic and business conditions; · cash flow and anticipated liquidity; · uncertainty regarding our future operating results; and · plans, objectives, expectations and intentions contained in this annual report that are not historical.

· estimated quantities of oil and natural gas reserves;

· technology;

· financial strategy;

· oil and natural gas realized prices;

· timing and amount of future production of oil and natural gas;

· the amount, nature and timing of capital expenditures;

· drilling of wells;

· competition and government regulations;

· marketing of oil and natural gas;

· exploitation or property acquisitions;

· costs of exploiting and developing our properties and conducting other operations;

· general economic and business conditions;

· cash flow and anticipated liquidity;

· uncertainty regarding our future operating results; and

· plans, objectives, expectations and intentions contained in this annual report that are not historical.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this annual report, the terms "we," "us," "our," “Company,” and “~~NAMOG~~NAMG” mean North American Oil & Gas Corp., unless the context clearly requires otherwise.

~~Item 1. Business.~~2

~~Overview~~Item of1. Business.

North American Oil & Gas Corp. and subsidiaries (“NAMOG” or “the Company”) is an exploration and development stage oil and gas company. The Company was formed on June 20, 2011 to purchase, operate, explore and develop oil and gas properties. NAMOG acquired oil and gas leases and began development of a plan for oil and gas exploration and producing operations. The Company is actively engaged in leasing properties focused in the San Joaquin Basin in California, and pursuing crude oil and natural gas opportunities, with existing foundation assets targeting exploration and exploitation of oil and gas projects located near infrastructure and existing discoveries.BUSINESS

~~The~~Overview ~~Company~~of has leasehold interests in three prospects in the San Joaquin Basin in California and is the operator on each lease. NAMOG is partners on the Tejon Extension lease, Tejon Main lease, and White Wolf lease with Avere Energy Corp, a Delaware corporation (“Avere”) and Solimar Energy LLC, a California limited liability company (“Solimar”) to develop these leaseholds. Avere holds 50% working interest in the Tejon Main lease, 50% working interest in the White Wolf lease, and 25% interest in the Tejon Extension lease. Solimar holds a 10% working interest in the Tejon Main lease.Business

~~NAMOG~~NAMG ~~owns~~is ~~lease~~an ~~interests~~early instaged ~~over~~oil ~~176~~and ~~individual~~gas ~~leases~~exploration ~~covering~~and ~~its~~development ~~three prospects~~company. ~~Per~~The ~~seismic~~Company ~~evaluation~~through its subsidiary Lani, ~~these~~LLC ~~leases~~was ~~hold~~formed aton ~~least~~June ~~fourteen~~20, ~~potentially~~2011 ~~identified~~to ~~drill~~purchase, ~~sites~~operate, ~~for~~explore ~~future~~and ~~exploration~~develop oil and gas properties. ~~Provided~~NAMG ~~adequate~~acquired ~~funding~~oil ~~through~~and ~~capital~~gas ~~raising~~leases and ~~farm-outs;~~began ~~the~~development ~~Company’s~~of ~~current~~a plan ~~involves~~for ~~permitting~~oil ~~four~~and ~~wells,~~gas ~~three~~exploration inand ~~the~~producing ~~Tejon~~operations. ~~Main~~Our lease ~~area,~~properties ~~and~~are ~~one~~located in the ~~Tejon~~San ~~Extension~~Joaquin ~~area~~Basin onshore California, where NAMG is pursuing crude oil and natural gas opportunities, with existing foundation assets targeting exploration and exploitation of atoil ~~least~~and ~~one~~gas ~~well~~projects inlocated ~~2014~~near infrastructure and existing discoveries for quick monetisation.

3NAMG owns lease interests located in the Southern San Joaquin Basin covering its three prospects. On the Tejon Ranch Main lease the Company holds 290 gross acres and 270 net acres; on the Tejon Ranch Extension lease the Company holds 629 gross acres and 346 net acres; and on the White Wolf leases the Company holds 1,169 gross acres and 741 net acres. The majority of these leaseholds are held for primary terms of five years. The current leaseholds are set to expire over various periods from now until February 26, 2018 if no additional lease terms are negotiated or extended. The Company has impaired its remaining leases as at December 31, 2014 given the current low commodity price environment and intends to hold these leases to maturity on the expectation that oil prices and subsequently access to capital will improve going forward. In the meantime the Company has sold a portion of its working interest in the Tejon Ranch Extension leases post year end to a Colorado based company named Soda Creek Exploration LLC who has agreed to assume the Company’s abandonment liability in relation to its sole well Pass Exploration 77-20 and NAMG retains an overriding royalty of 0.5% of any oil and gas produced in the future and is refunded its security bond with the State of California.

WeSubject ~~have~~to noavailability ~~developed~~of ~~proven~~capital, ~~reserves~~the orCompany ~~production~~plans to continue using a combination of capital raising, farm-in and ~~have~~asset ~~not~~sale ~~realized~~opportunities ~~any~~to ~~revenues~~develop ~~from~~NAMG’s ~~our~~remaining ~~operations.~~lease Weacreage and where possible to maintain ~~our~~an ~~principal~~interest ~~administrative~~either ~~offices~~directly or through an overriding royalty exposure in ~~Ventura,~~the ~~California~~leases. ~~The~~Our ~~Company~~objective is ~~focused~~to onbuild ~~exploration~~value ~~activities~~through inastute corporate deals to create long term shareholder wealth, through the ~~San~~acquisition ~~Joaquin~~and ~~Basin~~trading inof ~~California~~our leases and continue to build a high impact successful exploration company.

~~The~~History ~~Company plans to continue using a combination of capital raisings~~ and ~~farm-in~~Corporate opportunities to develop NAMOG’s leased acreage. The leaseholds are not held by drilling, and all required lease payments are made in order to retain properties for development of exploration and drilling.Structure

~~History~~NAMG was incorporated as Calendar Dragon, Inc. on April 8, 2010 in the State of Nevada. From inception until the completion of the reverse acquisition on November 20, 2012, the Company was in the development stage of creating a new calendaring software application. On October 11, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to North American Oil & Gas Corp. During that time, we had no revenue and ~~Corporate~~our ~~Structure~~operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger we ceased prior operations and are now engaged in an exploration stage oil and gas enterprise focused on the acquisition, stimulation, rehabilitation and asset improvement of leased acreage in California. At this stage NAMG has no developed reserves or production, and has not realized any revenues from operations.

~~NAMOG~~Principal ~~was~~Products incorporated as Calendar Dragon, Inc. on April 8, 2010 in the State of Nevada. From inception until the completion of the reverse acquisition on November 20, 2012, the Company was in the development stage of creating a new calendaring software application. On October 11, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to North American Oil & Gas Corp. During that time, we had no revenue and our operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger we ceased prior operations and are now engaged in an exploration stage oil and gas enterprise focused on the acquisition, stimulation, rehabilitation and asset improvement of leased acreage in California.Services

~~NAMOG~~Oil ~~has~~& no developed reserves or production, and has not realized any revenues from operations. The Company’s executive (or corporate) offices are located at 56 E. Main Street, Suite 202, Ventura, CA 93001. Our telephone number is (805) 643-0385, and our facsimile number is (805) 643-0210.Gas

~~Recent~~NAMG’s ~~Developments~~business model is fundamentally exposed to oil and natural gas prices which have been highly volatile over the last twelve months. Since July 2014, the benchmark oil price of West Texas Intermediate crude (WTI) has more than halved from $115.00 a barrel to current levels of $50.00 a barrel. The sudden collapse and volatility in commodity prices is attributable to worldwide supply and demand projections and the instability in regions of high production, which are likely to remain for the forecastable future. At these prices, secondary and tertiary recovery, or the recovery accomplished by injecting chemical, gas or water into a reservoir to replace produced fluids, and thus maintain or increase the reservoir pressure, is financially more challenging and has impacted the Company’s operations and ability to fund its exploration activities in California. Whilst we remain optimistic about the future, the Company is preparing for a prolonged period of low commodity prices for the foreseeable future.

The Company licensed seismic data over 3,429 gross acres (2,946 net acres) on our Tejon Extension and Tejon Main prospect in February 2013. Consulting geologists completed an exhaustive analysis on this 3D survey in September 2013. We have finished the mapping and volumetric analysis of the 14 prospects previously identified. We have further refined the extent of, and reduced the associated technical risk, of these prospects. This work will allow the Company to prioritize its prospect inventory in terms of geologic risk, resource potential, drilling difficulty and permitting issues.Development

~~The~~Beginning ~~prospects~~in ~~include~~June 52011, ~~target~~NAMG ~~horizons;~~has ~~the~~focused ~~Eocene,~~on ~~Vedder~~California projects, JVin proven, ~~Olcese~~prolific hydrocarbon provinces. NAMG specifically has focused on three projects within the San Joaquin Basin because of their proximity to existing production and infrastructure; Tejon Ranch Extension, ~~Reserve~~Tejon Main, and ~~Transition~~White ~~Zone~~Wolf, with only activity occurring on the Tejon Ranch Extension leases occurring early 2013. ~~The~~Within 3Dthese ~~interpretation~~three ~~shows~~projects, ~~traps~~NAMG ~~that~~initially ~~were~~increased ~~untested~~its inleasehold ~~the~~acreage ~~previous~~to ~~drilling~~over ~~campaign~~5,198 ~~because~~net weacres ~~did~~of ~~not~~leasehold ~~have~~properties ~~this~~from ~~data~~3,209 net acres in June 2011, however due to ~~drive~~weaker commodity price markets and restricted capital funding the Company’s ~~development~~has ~~programs~~not renewed leases as they expire, allowing the leases to lapse. NAMG currently has approximately 1,357 net acres under leasehold across its three projects as of December 31, 2014.

This seismic evaluation also indicated new target zones to test in our shut-in Well 77-20. NAMOG has tentatively budgeted to reopen the Well 77-20 in 2014 for further testing at a cost of NAMOG’s 75% working interest share at $100,000. This testing, however, is predicated on the Company’s ability to raise sufficient capital to proceed.3

4The Company’s initial area of development was Tejon Ranch Extension where NAMG drilled and completed a well in during the first quarter of 2013. The exploration drilling and testing of the 77-20 well totalled $1,452,294, with $1,300,000 covered at 100% cap by Avere under an agreed Farm-In agreement, with the remainder allocated per the working interest percentages. The purchase of seismic data in February 2013 allowed the Company to thoroughly analyze its Tejon Main and Tejon Extension assets for exploration and development. In a July 2013 investor presentation made available to the public, the Company identified fourteen low risk and high risk prospects targeting light oil with 24/81 mmboe of gross resource potential and acreage play. The primary objectives are in the Eocene, Olcese and JV sands, near shore and submarine channel.

~~Based~~The onCompany’s ~~the~~initial ~~finding~~area of development was Tejon Ranch Extension where NAMG drilled and completed a well in during the 3Dfirst ~~evaluation~~quarter of 2013. The exploration drilling and testing of the 77-20 well totaled $1,452,294, with $1,300,000 covered at 100% cap by Avere under an agreed Farm-In agreement, with the ~~Company~~remainder ~~has~~allocated ~~budgeted~~per tothe ~~drill~~working ainterest ~~well~~percentages. onThe purchase of seismic data in February 2013 allowed the Company to thoroughly analyze its Tejon Main ~~prospect~~and inTejon ~~late-2014~~Extension ~~subject~~assets for exploration and development. In a July 2013 investor presentation made available to the public, the Company’s ~~ability~~identified tofourteen ~~raise~~low ~~sufficient~~risk ~~capital~~and tohigh ~~fund~~risk ~~the~~prospects ~~project~~targeting light oil with 24/81 mmboe of gross resource potential and acreage play. The ~~Company~~primary ~~has~~objectives ~~started~~are in the ~~permitting~~Eocene, ~~process~~Olcese ofand ~~two~~JV ~~wells~~sands, near shore and submarine channel.

OnThe ~~August~~Company 1,had ~~2013~~plans ~~NAMOG~~to permit and ~~Avere~~explore ~~entered~~up ~~into~~to afour ~~Purchase~~identified ~~and~~well ~~Sale~~locations, ~~Agreement~~pending ~~with~~sufficient ~~Solimar~~funding tofor ~~purchase~~development, anhowever ~~additional~~the ~~interest~~collapse in ~~the~~commodity ~~Tejon~~prices ~~Main~~has ~~leaseholds.~~impacted ~~This~~NAMG’s ~~Agreement~~ability ~~resulted~~to inraise ~~NAMOG~~funds ~~increasing~~and ~~our~~further ~~working~~tests ~~interest~~and todevelop ~~40%~~its leases. Post year end NAMG sold its working interest in the Tejon ~~Main~~Ranch ~~Lease~~Extension project to Soda Creek Exploration LLC, asa ~~well~~Colorado asbased ~~operatorship~~oil onand gas company. In consideration of the ~~deep~~sale ~~depths.~~NAMG ~~Avere,~~was ~~through~~relieved ~~this~~of ~~acquisition~~any ~~now~~future ~~holds~~abandonment aliabilities ~~50%~~associated ~~working~~with ~~interest~~the suspended well 77-20, ~~with~~retains ~~Solimar~~an ~~holding~~overriding aroyalty 10of 0.5% ~~working~~on ~~interest~~future production and is refunded its security Bond with the State of California.

~~During~~There ~~the~~can ~~period~~be ~~ending~~no ~~December~~assurances ~~31,~~that ~~2013~~we ~~the~~will ~~Company~~be ~~oversaw~~successful anin ~~aggressive~~any ~~acquisition~~of ~~program~~these inendeavours, that the ~~White~~prices ~~Wolf~~of ~~prospect.~~oil ~~Within~~and ~~the~~natural ~~first~~gas ~~six~~will ~~months~~recover ofto ~~this~~levels ~~fiscal~~that ~~period,~~support ~~the~~commercial ~~Company~~development ~~acquired~~of ~~additional~~any discovery on our leases inor ~~this~~that ~~prospect~~NAMG ~~totaling~~will ~~approximately~~source ~~1,156~~sufficient ~~gross,~~funding ~~and~~to ~~1,054~~at ~~net~~favourable ~~acres~~terms into ~~this~~pursue ~~prospect~~its future plans.

~~Principal~~Patents, ~~Products~~Trademarks, ~~and~~Licenses, ~~Services~~Franchises, Concessions, Royalty Agreements or Labor Contracts

~~Oil~~Royalty &agreements ~~Gas~~relating to oil and gas production are fairly standardized in the industry. However, the percentage and amount of royalties paid by producers vary from lease to lease.

Since August 2005, oil prices have exceeded $31 per barrel. Per Market Watch News as of March 19, 2014 the closing price for a barrel of oil was $100.39. At these prices, secondary recovery, or the recovery accomplished by injecting gas or water into a reservoir to replace produced fluids, and thus maintain or increase the reservoir pressure, is more financially viable. The Company has seasoned operational expertise to economically explore the potential of its three prospects, and fourteen potential drilling locations.Employees

~~California~~As isof ~~currently~~April in28, a2015 ~~moderate~~NAMG toemployed ~~severe~~2 ~~drought.~~full ~~Exploration~~time inemployees, ~~the~~Mr ~~San~~Robert ~~Joaquin~~(Bob) ~~Basin~~Rosenthal ~~has~~President ~~seen~~& ~~restrictions~~Chief onExecutive ~~use~~Officer ofand ~~water~~Mr ~~for~~Cosimo ~~any~~Damiano ~~industrial~~Chief ~~use.~~Financial ~~Additionally new legislation regarding reporting to California’s Department of Conservation Division of Oil~~Officer, ~~Gas~~Treasurer & ~~Geothermal~~Director. ~~Resources~~As ~~(“DOGGR”)~~our ~~for~~activities ~~tracking~~increase ~~fracking~~or ~~operations,~~decrease ~~etc.~~we ~~has~~may ~~required~~have ~~the Company~~ to ~~revisit~~adjust ~~the~~our ~~economical~~technical, ~~viability~~operational ofand ~~its~~administrative ~~oil~~personnel ~~exploration~~as appropriate. ~~Although~~None ~~the~~of ~~Company~~our ~~has~~employees ~~determined~~are ~~that~~represented ~~exploration~~by ~~may~~labor beunions ~~more~~or ~~expensive,~~covered ~~and~~by ~~the~~any ~~recordkeeping~~collective ~~more~~bargaining ~~costly~~agreement. ~~and~~We ~~time consuming, we still~~ believe that ~~oil~~our ~~production~~relations inwith ~~California~~our ~~will~~employees beare ~~a profitable endeavor~~good.

~~The~~We ~~California~~also ~~Energy~~contract ~~Commission~~for ~~issued~~the aservices ~~report~~of onindependent ~~Natural~~consultants ~~Gas~~involved ~~Market Assessments~~ in ~~2003~~land, ~~indicating~~regulatory, ~~that~~geological, ~~natural~~accounting, ~~gas~~financial isand ~~projected~~other todisciplines ~~have~~as ~~a wellhead price of $3~~needed.89 inWe ~~2013.~~believe ~~Although this price was high, as wellhead prices for 2013 came in at $3.35,~~ the ~~future~~use ~~continues~~of toexternal ~~hold~~third aparty ~~narrowly~~consultants ~~positive~~and ~~trend.~~service ~~The~~providers ~~largest~~may ~~consideration~~enhance ~~for~~our ~~NAMOG~~ability ~~in developing natural gas prospects is~~ to ~~determine~~contain ~~whether~~operating ~~natural~~and ~~gas~~general ~~development~~expenses isand acapital ~~commercially viable option~~costs. ~~The following are among our considerations:~~

·Competitive ~~natural~~Business ~~gas wellhead and market prices are steady;~~Conditions

·Our ~~short-term~~oil ~~natural~~and gas ~~market~~exploration ~~prices~~activities in California are undertaken in a highly ~~volatile~~competitive and speculative business environment. In seeking other suitable oil and gas properties for acquisition and associated services, ~~much~~we ~~more~~will sobe ~~than~~competing with a number of other companies located in California and elsewhere, including large oil and gas companies and other independent operators, the ~~past;~~majority of which have greater financial, technical and operating resources than NAMG. These factors manifest into competitive bidding process for competition to acquire the most promising acreage blocks and attracting investment funds to fund capital programs. Due to NAMG’s size and limited balance sheet capacity the company is susceptible to competition risks that may have a significant adverse impact on the profitability of existing and new operations.

·Governmental ~~longer-term~~Approval ~~market prices~~ and ~~conditions may remain volatile.~~Regulation

~~NAMOG~~The ‘sproduction ~~strategy~~and sale of oil and gas are subject to regulation by federal, state and local authorities. None of the products that we expect to offer require governmental approval, although permits are required for the drilling of oil and gas wells. Additionally, testing of well integrity is ~~contingent~~required ~~upon~~on a routine basis. When and if we begin to sell natural gas we will be affected by intrastate and interstate gas transportation regulation. Beginning in 1985, the ~~Company~~Federal Energy Regulatory Commission (“FERC”), which sets the rates and charges for the transportation and sale of natural gas, adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. The stated purpose of FERC’s ~~ability~~changes is to ~~obtain~~promote ~~sufficient~~competition ~~capital~~among tothe ~~fund~~various sectors of the ~~high~~natural ~~initial~~gas ~~costs~~industry. In 1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of ~~testing~~inflation, ~~analyzing~~subject to certain conditions and limitations. These regulations may tend to increase the cost of transporting oil and natural gas by pipeline. Every five years, ~~acquiring~~FERC ~~capital~~will ~~equipment~~examine the relationship between the changes in the applicable index and ~~lease~~the ~~acquisition~~actual cost changes experienced by the industry. We are not able to predict with certainty what effect, if any, these regulations will have on us.

~~Raw~~The ~~material~~state ~~sources~~and regulatory burden on the oil and ~~availability~~natural gas industry generally increases the cost of doing business and affects profitability. While we believe we are presently in compliance with all applicable federal, state and local laws, rules and regulations, continued compliance (or failure to comply) and future legislation might have an adverse impact on our present and contemplated business operations.

~~NAMOG~~In isSeptember an2013, California Senate Bill 4, was enacted into law. Senate Bill 4 will require oil and gas ~~development~~companies ~~stage~~to ~~company.~~apply ~~The~~for ~~top~~a ~~five~~permit ~~suppliers~~to ~~providing~~conduct ~~tangible~~fracking, ~~materials~~publicly todisclose ~~our~~the fracking chemicals they use, notify neighbors before drilling, ~~operations~~and ~~include:~~monitor ground water and air quality, among other requirements. DOGGR issued proposed regulations related to Senate Bill 4 in November and is in the processing of finalizing these regulations.

~~Geo~~Because ~~Drill~~such ~~Services~~federal and state regulation are amended or reinterpreted frequently, we are unable to predict with certainty the future cost or impact of complying with these laws. Additionally various counties and other local governments are reviewing the possibility of enacting other rules and regulations regarding fracking. The consequence of any possible local rules and regulations is unknown at this time.

~~Halliburton~~Environmental Compliance

~~American~~We ~~Pipe~~are &subject ~~Tubing~~to various federal, state and local laws and regulations governing the protection of the environment, such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), and the Federal Water Pollution Control Act of 1972, as amended (the “Clean Water Act”), which affect our operations and costs. In particular, our exploration, development and production operations, our activities in connection with storage and transportation of oil and other hydrocarbons and our use of facilities for treating, similar state legislation. These laws and regulations:

~~Baker~~· ~~Hughes~~Restrict ~~Oilfield~~the ~~Operations~~types, ~~Inc~~quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities; · Limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and · Impose substantial liabilities for pollution resulting from our operations.

~~Cameron~~Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties or the imposition of injunctive relief. Changes in environmental laws and regulations occur regularly, and any changes that result in more stringent and costly waste handling, storage, transport, disposal or cleanup requirements could materially adversely affect our operations and financial position, as well as those in the oil and natural gas industry in general. While we believe that we are in substantial compliance with current applicable environmental laws and regulations and that continued compliance with existing requirements would not have a material adverse impact on us, there is no assurance that this trend will continue in the future.

~~Development~~As with the industry generally, compliance with existing regulations increases our overall cost of business. The areas affected include:

~~Beginning~~· inunit ~~June~~production ~~2011,~~expenses ~~NAMOG~~primarily ~~has~~related ~~focused~~to ~~on California projects, in proven, prolific hydrocarbon provinces. NAMOG specifically is focused on three projects within~~ the ~~San~~control ~~Joaquin~~and ~~Basin;~~limitation ~~Tejon~~of ~~Ranch~~air ~~Extension,~~emissions ~~Tejon Main,~~ and ~~White~~the ~~Wolf.~~disposal ~~Within~~of ~~these~~produced ~~three~~water; ~~projects,~~· ~~NAMOG~~capital ~~has~~costs ~~built~~to updrill ~~leasehold~~exploration ~~acreage.~~and ~~From~~development ~~June~~wells ~~2011~~primarily ~~through~~related ~~December~~to ~~2013~~ the ~~Company~~management ~~went~~and ~~from~~disposal ~~approximately 3,209 net acres~~ of ~~leasehold~~drilling ~~property~~fluids; to· ~~over~~other ~~5,198~~oil ~~net acres of leasehold properties. The cost incurred for this additional 1,989 leasehold acreage acquisition has been approximately $292,186,~~ and ~~approximately~~natural ~~$27,500~~gas ~~for previous acreage. The~~ exploration ~~drilling~~wastes; and ~~testing~~· ofcapital ~~the~~costs ~~77-20 well totaled $1,452,294, with $1,300,000 covered at 100% cap by Avere agreed~~ to ~~in the Farm-In~~construct, ~~with~~maintain ~~the~~and ~~remainder~~upgrade ~~allocated~~equipment ~~per~~and ~~the working interest percentages~~facilities.

~~The~~CERCLA, ~~purchase~~also ofknown ~~seismic~~as ~~data~~“Superfund,” inimposes ~~February~~liability ~~2013~~for ~~allowed~~response ~~the~~costs ~~Company~~and damages to ~~thoroughly~~natural ~~analyze~~resources, ~~its~~without ~~Tejon~~regard ~~Main~~to ~~and~~fault ~~Tejon~~or ~~Extension~~the ~~assets~~legality ~~for~~of ~~exploration~~the ~~and~~original ~~development.~~act, Inon asome ~~July~~classes ~~2013~~of ~~investor~~persons ~~presentation~~that ~~made~~contributed ~~available~~ to the ~~public,~~release of a “hazardous substance” into the ~~Company~~environment. ~~identified~~These ~~fourteen~~persons ~~low~~include ~~risk~~the ~~and~~“owner” ~~high~~or ~~risk~~“operator” ~~prospects~~of ~~targeting~~a ~~light~~disposal ~~oil~~site ~~with~~and ~~24/81~~entities ~~mmboe~~that disposed or arranged for the disposal of ~~gross~~the ~~resource~~hazardous ~~potential~~substances ~~and~~found ~~acreage~~at ~~play~~the site. ~~The~~CERCLA ~~primary~~also ~~objectives~~authorizes ~~are~~the inEnvironmental ~~the~~Protection ~~Eocene,~~Agency ~~Olcese~~(“EPA”) and, JVin ~~sands~~some instances, ~~near~~third ~~shore~~parties to act in response to threats to the public health or the environment and ~~submarine~~to ~~channel~~seek to recover from the responsible classes of persons the costs they incur. ~~The~~It ~~Company~~is ~~has~~not ~~plans~~uncommon tofor ~~permit~~neighboring landowners and ~~explore~~other upthird parties to ~~four~~file ~~identified~~claims ~~well~~for ~~locations~~personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of our ordinary operations, ~~pending~~we ~~sufficient~~may ~~funding~~generate waste that may fall within CERCLA’s definition of a “hazardous substance.” We may be jointly and severally liable under CERCLA or comparable state statutes for ~~development~~all or part of the costs required cleaning up sites at which these wastes have been disposed.

OnThe ~~August~~Company 1,has ~~2013~~leased ~~NAMOG~~properties ~~acquired~~that ~~additional~~for ~~interest~~many ~~percentage~~years have been used for the exploration and production of oil and natural gas. Although we and our predecessors have used operating and disposal practices that were standard in the ~~Tejon~~industry ~~Main~~at ~~lease~~the time, hydrocarbons or other wastes may have been disposed or released on, under or from ~~Solimar~~the properties owned or leased by us or on, under or from other locations where these wastes have been taken for adisposal. ~~purchase~~In ~~price~~addition, many of ~~$125,000.~~these ~~This~~properties ~~purchase~~have ~~secured~~been ~~additional~~operated ~~interest,~~by ~~bringing~~third ~~the~~parties ~~Company‘s~~whose ~~working~~actions ~~interest~~with ~~percent~~respect to ~~40%,~~the astreatment ~~well~~and asdisposal ~~operatorship~~or ~~over~~release ~~both~~of ~~the~~hydrocarbons ~~shallow~~or other wastes were not under our control. These properties and ~~deep~~wastes ~~well~~disposed ~~depth~~on ~~locations~~these properties may be subject to CERCLA and analogous state laws. Under these laws, we could be required:

~~NAMOG~~· isto inremove ~~the~~or ~~exploratory~~remediate ~~stage~~previously ofdisposed ~~oil~~wastes, ~~and~~including ~~gas~~wastes ~~projects~~disposed ~~and~~or ~~has~~released noby ~~current~~prior ~~production.~~owners ~~Our~~or ~~infrastructures~~operators; ~~and~~· ~~geographical~~to ~~locations~~clean ~~are~~up ~~based~~contaminated ~~near other oil and gas discoveries within California~~property, ~~and,~~including ~~throughout~~contaminated ~~California,~~groundwater; ~~there~~or ~~are~~to ~~over~~perform ~~twenty~~remedial ~~proven~~operations ~~end~~to ~~user~~prevent ~~markets~~future ~~(refineries).~~contamination; ~~NAMOG will geographically rely on approximately four oil~~ and ~~gas~~· ~~refineries.~~to ~~The~~clean ~~refineries~~up ~~are~~contaminated ~~competitive~~property, ~~with~~including ~~market~~contaminated ~~prices~~groundwater; ~~NAMOG~~or ‘sto ~~future~~perform ~~consideration~~remedial ~~for~~operations anto ~~oil~~prevent ~~and~~future ~~gas customer will be based on transportation costs, facility costs, and pipeline costs~~contamination.

~~Patents,~~At ~~Trademarks,~~this ~~Licenses~~time, ~~Franchises,~~we ~~Concessions,~~do ~~Royalty~~not ~~Agreements~~believe that we are associated with any Superfund site and we have not been notified of any claim, liability or ~~Labor~~damages ~~Contracts~~under CERCLA.

~~Royalty~~The ~~agreements~~Resource ~~relating~~Conservation and Recovery Act (“RCRA”) is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements and liability for failure to meet such requirements on a person who is either a “generator” or “transporter” of hazardous waste or an “owner” or “operator” of a hazardous waste treatment, storage or disposal facility. At present, RCRA includes a statutory exemption that allows most oil and natural gas exploration and production ~~are~~waste ~~fairly~~to ~~standardized~~be classified as nonhazardous waste. A similar exemption is contained in many of the ~~industry~~state counterparts to RCRA. ~~However~~As a result, we are not required to comply with a substantial portion of RCRA’s requirements because our operations generate minimal quantities of hazardous wastes. At various times in the ~~percentage~~past, proposals have been made to amend RCRA to rescind the exemption that excludes oil and ~~amount~~natural gas exploration and production wastes from regulation as hazardous waste. Repeal or modification of ~~royalties~~the ~~paid~~exemption by ~~producers~~administrative, ~~vary~~legislative ~~from~~or ~~lease~~judicial process, or modification of similar exemptions in applicable state statutes, would increase the volume of hazardous waste we are required to ~~lease~~manage and dispose of and would cause us to incur increased operating expenses.

~~Employees~~The Clean Water Act imposes restrictions and controls on the discharge of produced waters and other wastes into navigable waters. Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands. The Clean Water Act requires us to construct a fresh water containment barrier between the surface of each drilling site and the underlying water table. This involves the insertion of a seven-inch diameter steel casing into each well, with cement on the outside of the casing. The cost of compliance with this environmental regulation is approximately $10,000 per well. Certain state regulations and the general permits issued under the Federal National Pollutant Discharge Elimination System program prohibit the discharge of produced waters and sand, drilling fluids, drill cuttings and certain other substances related to the oil and natural gas industry into certain coastal and offshore waters. Further, the EPA has adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain permits for storm water discharges. Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans.

AsThe ofClean ~~March~~Water 24Act and comparable state statutes provide for civil, ~~2014~~criminal ~~NAMOG~~and ~~employed~~administrative 2penalties ~~full~~for ~~time~~unauthorized ~~employees~~discharges for oil and other pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. We believe that our operations comply in all material respects with the requirements of the Clean Water Act and state statutes enacted to control water pollution.

WeOur operations are also ~~contract~~subject ~~for~~to ~~the~~laws ~~services~~and regulations requiring removal and cleanup of ~~independent~~environmental ~~consultants~~damages ~~involved~~under certain circumstances. Laws and regulations protecting the environment have generally become more stringent in ~~land,~~recent ~~regulatory~~years, ~~geological,~~and ~~accounting~~may in certain circumstances impose “strict liability,” ~~financial~~rendering ~~and~~a ~~other~~corporation ~~disciplines~~liable asfor ~~needed.~~environmental ~~None~~damages without regard to negligence or fault on the part of ~~our~~such ~~employees~~corporation. ~~are~~Such ~~represented~~laws byand ~~labor~~regulations ~~unions~~may expose us to liability for the conduct of operations or ~~covered~~conditions caused by ~~any~~others, ~~collective~~or ~~bargaining~~for ~~agreement.~~acts, Wewhich ~~believe~~may ~~that~~have ~~our~~been ~~relations~~in compliance with ~~our~~all ~~employees~~applicable ~~are~~laws ~~good~~at the time, such acts were performed. The modification of existing laws or regulations or the adoption of new laws or regulations relating to environmental matters could have a material adverse effect on our operations.

~~Competitive~~In ~~Business~~addition, ~~Conditions~~our proposed operations could result in liability for fires, blowouts, oil spills, discharge of hazardous materials into surface and subsurface aquifers and other environmental damage, any one of which could result in personal injury, loss of life, property damage or destruction or suspension of operations. We have an Emergency Action and Environmental Response Policy Program in place. This program details the appropriate response to any emergency that management believes to be possible in our area of operations. We believe we are presently in compliance with all applicable federal and state environmental laws, rules and regulations; however, continued compliance (or failure to comply) and future legislation may have an adverse impact on our present and contemplated business operations.

~~Our~~The ~~oil~~foregoing ~~and~~is ~~gas~~only ~~exploration~~a ~~activities~~brief insummary ~~California~~of ~~were~~some ~~undertaken~~of inthe aexisting ~~highly~~environmental ~~competitive~~laws, rules and ~~speculative~~regulations ~~business~~to ~~environment.~~which Inour ~~seeking~~business ~~other~~operations ~~suitable~~are ~~oil~~subject, and ~~gas~~there ~~properties~~are ~~for~~many ~~acquisition~~others, wethe ~~will~~effects ~~be competing with a number~~ of ~~other~~which ~~companies~~could ~~located~~have inan ~~California~~adverse ~~and~~impact ~~elsewhere,~~on ~~including~~our ~~large oil and gas companies and other independent operators, most with greater financial resources~~business. ~~Although,~~Future ~~our~~legislation ~~management~~in ~~generally~~this ~~does~~area ~~not~~will ~~foresee~~no ~~difficulties~~doubt inbe ~~procuring~~enacted ~~logging of wells, cementing~~ and ~~well~~revisions ~~treatment~~will ~~services~~be made in ~~the~~current ~~area~~laws. ofNo ~~new~~assurance ~~operations;~~can ~~several~~be ~~factors,~~given ~~including~~as ~~increased~~to ~~competition~~what inaffect ~~the~~these ~~area,~~present ~~may~~and ~~limit~~future ~~the availability of logging equipment~~laws, ~~cementing~~rules and ~~well~~regulations ~~treatment services. If such an event occurs, it~~ will have ~~a significant adverse impact~~ on ~~the~~our ~~profitability~~current offuture ~~new~~ operations.

The prices of our products are controlled by the world oil market; thus, competitive pricing behavior in this regard is considered unlikely; however, competition in the oil and gas exploration industry exists in the form of competition to acquire the most promising acreage blocks and obtaining the most favorable prices for completion of wells and drilling costs.Insurance

~~Governmental~~Our ~~Approval~~oil and ~~Regulation~~gas operations are subject to all the risks inherent in the exploration for, and development and production of, oil and gas including blowouts, fires and other casualties. While the Company has planned for these contingencies and has purchased insurance to address potential liabilities associated with the exploration, drilling, testing and development of our exploration wells there can be no guarantee that all potential liabilities will be covered by insurance or that the insurance coverage will be adequate.

The production and sale of oil and gas are subject to regulation by federal, state and local authorities. None of the products that we expect to offer require governmental approval, although permits are required for the drilling of oil and gas wells. Additionally, testing of well integrity is required on a routine basis. When and if we begin to sell natural gas we will be affected by intrastate and interstate gas transportation regulation. Beginning in 1985, the Federal Energy Regulatory Commission (“FERC”), which sets the rates and charges for the transportation and sale of natural gas, adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. The stated purpose of FERC’s changes is to promote competition among the various sectors of the natural gas industry. In 1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. These regulations may tend to increase the cost of transporting oil and natural gas by pipeline. Every five years, FERC will examine the relationship between the changes in the applicable index and the actual cost changes experienced by the industry. We are not able to predict with certainty what effect, if any, these regulations will have on us.6

7Website and available information

~~The~~We ~~state~~make ~~and~~available ~~regulatory~~copies ~~burden~~of our Annual Report, Annual Report on ~~the~~Form ~~oil~~10-K, ~~and~~Quarterly ~~natural~~Reports ~~gas~~on ~~industry~~Form ~~generally~~10-Q, ~~increases~~current ~~the~~reports ~~cost~~on ofForm ~~doing~~8-K, ~~business~~amendments to those, and ~~affects~~other ~~profitability~~reports filed with the Securities and Exchange Commission (SEC) under “Investors” on our website, www.namoag.com , as ~~While~~soon weas ~~believe~~reasonably wepractical after they are ~~presently~~filed. inOur ~~compliance~~website’s content is not intended to be incorporated by reference into this report or any other report we file with ~~all~~the ~~applicable~~SEC. ~~federal,~~You ~~state~~may ~~and~~request ~~local~~a ~~laws,~~paper ~~rules~~copy ~~and~~of ~~regulations,~~materials ~~continued~~we ~~compliance~~file with the SEC by calling us at (805) 665-6308 or ~~failure~~sending a request by mail to ~~comply)~~our corporate secretary at our principal office at 701 E. Santa Clara Street, Ventura, CA 93001. You may read and ~~future~~copy ~~legislation~~materials ~~might~~we ~~have~~file anwith ~~adverse~~the ~~impact~~SEC on ~~our~~the ~~present~~SEC’s ~~and~~website ~~contemplated~~at ~~business~~www.sec.gov , or ~~operations~~the SEC’s Public Reference Room at 100 F. Street, N.E., Washington DC 20549.

InItem ~~September 2013, California Senate Bill 4, was enacted into law~~1A. ~~Senate~~Risk Bill 4 will require oil and gas companies to apply for a permit to conduct fracking, publicly disclose the fracking chemicals they use, notify neighbors before drilling, and monitor ground water and air quality, among other requirementsFactors. ~~DOGGR issued proposed regulations related to Senate Bill 4 in November and is in the processing of finalizing these regulations.~~

~~Because~~NAMG ~~such~~is ~~federal~~a ~~and~~smaller ~~state~~reporting ~~regulation~~company ~~are~~as ~~amended~~defined orby ~~reinterpreted~~Rule ~~frequently,~~12b-2 weof ~~are unable to predict with certainty~~ the ~~future~~Exchange ~~cost~~Act ~~or impact of complying with these laws. Additionally various counties~~ and ~~other~~is ~~local~~not ~~governments~~required ~~are~~to ~~reviewing~~provide the ~~possibility~~information ofunder ~~enacting other rules and regulations regarding fracking. The consequence of any possible local rules and regulations is unknown at~~ this ~~time~~item.

~~Environmental~~Item ~~Compliance~~1B. Unresolved Staff Comments.

WeNAMG ~~are~~is ~~subject~~a tosmaller ~~various~~reporting ~~federal,~~company ~~state~~as ~~and~~defined ~~local~~by ~~laws~~Rule ~~and~~12b-2 ~~regulations governing the protection~~ of the ~~environment,~~Exchange ~~such as the Comprehensive Environmental Response, Compensation and Liability~~ Act ~~of 1980, as amended (“CERCLA”),~~ and ~~the~~is ~~Federal~~not ~~Water~~required ~~Pollution~~to ~~Control~~provide ~~Act of 1972, as amended (~~the ~~“Clean~~information ~~Water~~under ~~Act”),~~this ~~which affect our operations and costs~~item. In particular, our exploration, development and production operations, our activities in connection with storage and transportation of oil and other hydrocarbons and our use of facilities for treating, similar state legislation. These laws and regulations:

·Item ~~Restrict~~2. ~~the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities;~~Properties.

·The ~~Limit~~Company’s orheadquarters ~~prohibit~~are ~~drilling~~located ~~activities~~701 onE. ~~certain~~Santa ~~lands~~Clara ~~lying~~Street, ~~within wilderness~~Ventura, ~~wetlands~~CA ~~and~~93001. ~~other~~Our ~~protected~~telephone ~~areas;~~number is (805) 665-6308. Management believes that our current leased property will be sufficient for its current and immediately foreseeable administrative needs.

·The ~~Impose~~Company ~~substantial~~has ~~liabilities~~secured ~~for~~oil ~~pollution~~and ~~resulting~~gas ~~from~~leases, ~~our~~which ~~operations~~is an essential part of the Company’s operation. We are an oil and gas exploration and production company that uses the history of old fields, geophysical exploration and development techniques to identify oil and gas wells that are now considered to be economically feasible based on the current and predicted future price of oil and gas.

~~Failure~~We tocurrently ~~comply~~have ~~with~~approximately ~~these~~2,088 ~~laws~~gross, and ~~regulations~~1,357 ~~may~~net ~~result~~acres ~~in the assessment~~ of ~~administrative,~~leasehold ~~civil~~properties ~~and~~in ~~criminal fines and penalties or~~ the ~~imposition~~San ofJoaquin ~~injunctive~~Basin ~~relief.~~Province ~~Changes~~ in ~~environmental~~Kern ~~laws and regulations occur regularly~~County, ~~and~~California. ~~any~~These ~~changes~~leasehold ~~that~~properties ~~result~~are held in ~~more~~one ~~stringent~~to ~~and~~five-year ~~costly~~primary ~~waste~~lease ~~handling~~terms, ~~storage,~~some ~~transport,~~extending ~~disposal~~through orMarch ~~cleanup~~2018 ~~requirements could materially adversely affect our operations and financial position~~however, asthe ~~well~~leases asexpiring ~~those~~ in ~~the~~Tejon ~~oil~~Ranch Main and ~~natural~~White ~~gas~~Wolf ~~industry~~are innot ~~general.~~being ~~While~~renewed wesubject ~~believe~~to ~~that~~access weto ~~are~~capital into ~~substantial~~explore ~~compliance~~on ~~with~~these ~~current~~leases ~~applicable environmental laws~~ and ~~regulations~~as ~~and~~such ~~that~~were ~~continued~~fully ~~compliance~~impaired ~~with~~as ~~existing~~of ~~requirements~~December ~~would~~31, ~~not~~2014. ~~have~~The aCompany ~~material~~holds ~~adverse~~varying ~~impact~~working oninterest ~~us,~~percentages ~~there~~in isthese noleases ~~assurance~~from ~~that~~25% ~~this~~to ~~trend~~75%. ~~will~~The ~~continue~~properties inare ~~the~~listed ~~future.~~as follows:

8· Tejon Ranch Main lease – 290 gross, 270 net leased acres · Tejon Ranch Extension lease – 629 gross, 346 net leased acres · White Wolf leases – 1,169 gross, 741 net leased acres

AsThe ~~with~~Company ~~the~~does ~~industry~~not ~~generally,~~have ~~compliance~~an ~~with~~in-house ~~existing~~land ~~regulations~~and ~~increases~~lease ~~our~~department, ~~overall~~and ~~cost~~utilizes the services of ~~business~~an outside oil and gas land acquisition company (“Land Company”) to acquire its leaseholds. The ~~areas~~Land ~~affected~~Company ~~include:~~will secure the lease and hold title of the Assignment of Oil, Gas & Mineral Leases in the Land Company’s name. Once the Land Company has acquired sufficient properties (such as a designated number of net acres within a lease prospect), determined by NAMG management, management will request that the Land Company assign title to the Company.

·NAMG ~~unit~~will ~~production~~obtain ~~expenses~~title ~~primarily~~opinions ~~related~~on toproperties, ~~the~~or ~~control~~specific ~~and~~leases, ~~limitation~~when ofthere ~~air~~is ~~emissions~~valid ~~and~~consideration of drilling within the ~~disposal~~prospect, or drill site. It will also obtain specific title opinions when it is requested as part of ~~produced~~a ~~water;~~joint venture partnership.

·Oil ~~capital costs to drill exploration~~ and ~~development~~Gas ~~wells~~Reserve ~~primarily related to the management and disposal of drilling fluids;~~Analyses

·The ~~other~~leases acquired by the Company had not been developed in a way that allowed our petroleum engineers to assign estimated net proved oil and ~~natural~~ gas ~~exploration~~reserves ~~wastes;~~ and the present value of estimated cash flows from those reserves. As a result, the Company has no proved reserves on the leases owned.

·Item ~~capital~~3. ~~costs~~Legal ~~to construct, maintain and upgrade equipment and facilities~~Proceedings.

~~CERCLA,~~As ~~also~~of ~~known~~April as28, ~~“Superfund~~2015,” ~~imposes~~we ~~liability~~were ~~for~~not ~~response~~a ~~costs~~party ~~and damages~~ to ~~natural~~any ~~resources,~~legal ~~without~~proceedings ~~regard to fault or the legality of the original act, on some classes of persons~~ that ~~contributed~~could tohave ~~the release of~~ a ~~“hazardous~~material ~~substance”~~adverse ~~into~~effect ~~the~~on ~~environment. These persons include~~ the ~~“owner”~~Company’s orbusiness, ~~“operator”~~financial ofcondition ~~a disposal site and entities that disposed~~ or ~~arranged~~operating ~~for the disposal of the hazardous substances found at the site~~results. ~~CERCLA also authorizes the Environmental Protection Agency (“EPA”) and~~Further, ~~in some instances, third parties~~ to ~~act in response to threats to~~ the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. 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. In the course of our ordinary operations, we may generate waste that may fall within CERCLACompany’s ~~definition~~knowledge ofno asuch ~~“hazardous~~proceedings ~~substance.”~~have Webeen ~~may~~threatened beagainst ~~jointly and severally liable under CERCLA or comparable state statutes for all or part of~~ the ~~costs required cleaning up sites at which these wastes have been disposed~~Company.

~~The~~Item ~~Company has leased properties that for many years have been used for the exploration and production of oil and natural gas~~4. ~~Although~~Mine weSafety and our predecessors have used operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed or released on, under or from the properties owned or leased by us or on, under or from other locations where these wastes have been taken for disposalDisclosures. In addition, many of these properties have been operated by third parties whose actions with respect to the treatment and disposal or release of hydrocarbons or other wastes were not under our control. These properties and wastes disposed on these properties may be subject to CERCLA and analogous state laws. Under these laws, we could be required:

·Not ~~to remove or remediate previously disposed wastes, including wastes disposed or released by prior owners or operators;~~applicable

~~· to clean up contaminated property, including contaminated groundwater; or to perform remedial operations to prevent future contamination; and~~7

·PART ~~to clean up contaminated property, including contaminated groundwater; or to perform remedial operations to prevent future contamination.~~II

AtMarket ~~this time, we do not believe that we are associated with any Superfund site and we have not been notified of any claim, liability or damages under CERCLA.~~Information

~~The~~Our ~~Resource~~common ~~Conservation~~stock ~~and~~is ~~Recovery~~quoted ~~Act~~on ~~(“RCRA”) is~~ the ~~principal federal statute governing~~ Over-the-Counter ~~treatment,~~Bulletin ~~storage~~Board ~~and disposal of hazardous wastes. RCRA imposes stringent operating requirements and liability for failure to meet such requirements on a person who is either a~~ (“~~generator~~OTCBB”) orunder ~~“transporter”~~the ofsymbol ~~hazardous waste or an~~ “~~owner~~NAMG.” orPrior ~~“operator”~~to ofDecember ~~a hazardous waste treatment~~27, ~~storage or disposal facility. At present~~2012, RCRA includes a statutory exemption that allows most oil and natural gas exploration and production waste to be classified as nonhazardous waste. A similar exemption is contained in many of the state counterparts to RCRA. As a result, we are not required to comply with a substantial portion of RCRA’s requirements because our ~~operations~~common ~~generate~~stock ~~minimal~~was ~~quantities~~quoted ofunder ~~hazardous~~symbol ~~wastes~~“CLDD. At various times in the past, proposals have been made to amend RCRA to rescind the exemption that excludes oil and natural gas exploration and production wastes from regulation as hazardous waste. Repeal or modification of the exemption by administrative, legislative or judicial process, or modification of similar exemptions in applicable state statutes, would increase the volume of hazardous waste we are required to manage and dispose of and would cause us to incur increased operating expenses.”

The ~~Clean~~table ~~Water~~below ~~Act~~sets ~~imposes~~forth ~~restrictions~~the high and ~~controls~~low onclosing ~~the~~prices ~~discharge~~ of ~~produced~~the ~~waters~~Company’s ~~and~~Common ~~other~~Stock ~~wastes~~during ~~into~~the ~~navigable~~periods ~~waters~~indicated. ~~Permits~~The ~~must~~quotations bereflect ~~obtained~~inter-dealer toprices ~~discharge~~without ~~pollutants~~retail ~~into~~mark-up, ~~state~~markdown ~~and~~or ~~federal~~commission ~~waters~~ and tomay ~~conduct~~not ~~construction~~reflect ~~activities~~actual ~~in waters and wetlands~~transactions. ~~The~~As ~~Clean~~noted ~~Water~~previously ~~Act~~in ~~requires~~this usForm to10-K, ~~construct~~the amerger ~~fresh~~transaction ~~water~~between ~~containment~~North ~~barrier~~American ~~between~~Oil ~~the~~& ~~surface~~Gas ofCorp., ~~each~~a ~~drilling~~Nevada ~~site~~corporation, and ~~the~~Lani ~~underlying~~Acquisition, ~~water~~LLC, ~~table.~~a ~~This~~limited ~~involves~~liability ~~the~~company ~~insertion~~and of a ~~seven~~wholly-~~inch~~owned ~~diameter~~subsidiary ~~steel casing into each well, with cement on the outside~~ of the ~~casing.~~Company, ~~The~~and ~~cost~~Lani, ofLLC, ~~compliance~~a ~~with~~California ~~this~~limited ~~environmental~~liability ~~regulation is approximately $10~~company,~~000~~ ~~per~~closed ~~well.~~on ~~Certain~~November ~~state~~16, ~~regulations~~2012 and the ~~general~~terms ~~permits~~of ~~issued under~~ the ~~Federal~~merger ~~National~~transaction ~~Pollutant~~were ~~Discharge~~first ~~Elimination~~announced ~~System~~on ~~program~~or ~~prohibit~~about ~~the~~November ~~discharge of produced waters and sand~~20, ~~drilling fluids, drill cuttings and certain other substances related to the oil and natural gas industry into certain coastal and offshore waters~~2012. ~~Further~~Therefore, the ~~EPA~~prices ~~has~~below ~~adopted~~also ~~regulations~~include ~~requiring~~prices ~~certain~~solely ~~oil~~with ~~and~~respect ~~natural gas exploration and production facilities~~ to ~~obtain~~Calendar ~~permits~~Dragon ~~for~~before ~~storm water discharges. Costs may be associated with~~ the ~~treatment~~merger ~~of wastewater or developing and implementing storm water pollution prevention plans~~transaction.

The Clean Water Act and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges for oil and other pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. We believe that our operations comply in all material respects with the requirements of the Clean Water Act and state statutes enacted to control water pollution.

2014

2013

2012

Price Range

High

Low

High

First Quarter

0.42

0.70

n/a

Second Quarter

0.14

0.60

n/a

Third Quarter

0.08

0.65

n/a

Fourth Quarter

0.03

0.30

1.14

~~Our~~The ~~operations~~closing ~~are~~sales ~~also~~price ~~subject to laws and regulations requiring removal and cleanup~~ of ~~environmental damages under certain circumstances. Laws and regulations protecting~~ the ~~environment~~Company’s ~~have~~common ~~generally~~stock ~~become~~as ~~more~~reported ~~stringent in recent years, and may in certain circumstances impose “strict liability,” rendering a corporation liable for environmental damages without regard to negligence or fault~~ on ~~the~~April ~~part of such corporation. Such laws and regulations may expose us to liability for the conduct of operations or conditions caused by others~~28, ~~or for acts~~2015, ~~which~~was ~~may have been in compliance with all applicable laws at the time, such acts were performed~~$0.005 ~~The~~per ~~modification of existing laws or regulations or the adoption of new laws or regulations relating to environmental matters could have a material adverse effect on our operations~~share.

10Holders

InAs ~~addition, our proposed operations could result in liability for fires, blowouts, oil spills, discharge~~ of ~~hazardous~~the ~~materials~~date ~~into surface and subsurface aquifers and other environmental damage, any one~~ of ~~which~~this ~~could~~report ~~result~~there inwere ~~personal~~approximately ~~injury,~~70 ~~loss~~holders of ~~life,~~record ~~property damage or destruction or suspension~~ of ~~operations.~~Company Wecommon ~~have an Emergency Action and Environmental Response Policy Program in place~~stock. This ~~program~~does ~~details~~not ~~the~~include ~~appropriate~~an ~~response~~indeterminate tonumber ~~any~~of ~~emergency~~persons ~~that~~who ~~management~~hold ~~believes to be possible in~~ our ~~area~~Common ofStock ~~operations. We believe we are presently~~ in ~~compliance~~brokerage ~~with~~accounts ~~all applicable federal~~ and ~~state~~otherwise ~~environmental~~in ~~laws,~~“street ~~rules and regulations; however, continued compliance (or failure to comply) and future legislation may have an adverse impact on our present and contemplated business operations~~name.”

The foregoing is only a brief summary of some of the existing environmental laws, rules and regulations to which our business operations are subject, and there are many others, the effects of which could have an adverse impact on our business. Future legislation in this area will no doubt be enacted and revisions will be made in current laws. No assurance can be given as to what affect these present and future laws, rules and regulations will have on our current future operations.Dividends

~~Insurance~~Holders of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. The Company did not declare or pay dividends during its fiscal year ended December 31, 2014.

~~Our~~To ~~oil and gas operations are subject to all~~ the ~~risks~~extent ~~inherent~~NAMG inhas ~~the~~any ~~exploration for~~earnings, ~~and~~it ~~development~~will ~~and~~likely ~~production~~retain ~~of,~~earnings ~~oil~~to ~~and~~expand ~~gas~~corporate ~~including~~operations ~~blowouts, fires~~ and ~~other~~not ~~casualties.~~use ~~While~~such ~~the~~earnings ~~Company has planned for these contingencies and has purchased insurance~~ to ~~address~~pay potential liabilities associated with the exploration, drilling, testing and development of our exploration wells there can be no guarantee that all potential liabilities will be covered by insurance or that the insurance coverage will be adequatedividends.

~~Website~~Securities ~~and~~Authorized ~~available~~for ~~information~~Issuance Under Equity Compensation Plans

WeThe ~~make~~Company’s ~~available~~2012 ~~copies~~Stock ofOption ~~our~~Plan ~~Annual Report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, amendments to those, and other reports filed with the Securities and Exchange Commission~~ (~~SEC~~“Plan”) ~~under~~has ~~“Investors”~~an onaggregate ~~our~~of ~~website~~2, ~~www.namoag.com~~000,000 asshares ~~soon~~of asthe ~~reasonably practical after they are filed. Our website~~Company’s ~~content~~common isstock ~~not~~and ~~intended~~is toinitially bereserved ~~incorporated~~for byissuance ~~reference~~upon ~~into~~exercise ~~this report or any other report we file with the SEC. You may request a paper copy~~ of ~~materials~~nonqualified ~~we file with the SEC by calling us at (805) 643-0385~~ and/or ~~sending~~incentive astock ~~request by mail to our corporate secretary at our principal office at 56. E. Main Street~~options, ~~Suite~~which ~~202, Ventura, CA 93001. You~~ may ~~read~~be ~~and~~granted ~~copy~~under ~~materials we file with~~ the ~~SEC on the SEC’s website at www~~Plan.~~sec.gov, or the SEC’s Public Reference Room at 100 F. Street, N.E., Washington DC 20549.~~

11EQUITY COMPENSATION PLAN INFORMATION

Item 1A. Risk Factors.

Plan category	Number of securities to be 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		1,696,618	$	0.56		303,382
Equity compensation plans not approved by security holders		-		-		-
Total		1,696,618	$	0.56		303,382

~~NAMOG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.~~8

~~Item~~Other ~~1B.~~Compensation ~~Unresolved Staff Comments.~~Arrangements

~~NAMOG~~NAMG ishas anot ~~smaller~~secured ~~reporting~~any ~~company~~other ascompensation ~~defined~~arrangements byas ~~Rule 12b-2~~ of ~~the~~December ~~Exchange~~31, ~~Act and is not required to provide the information under this item~~2014.

~~Item~~Recent 2.Sales ~~Properties.~~of Unregistered Securities

~~The~~On ~~Company’s~~August ~~headquarters are located 56 E. Main Street~~14, ~~Suite~~2013 ~~202,~~North ~~Ventura,~~American CAOil ~~93001.~~& ~~Our~~Gas ~~telephone number is~~ (~~805~~“NAMG”) ~~643-0385.~~entered ~~Management~~into ~~believes~~a ~~that~~Stock ~~our~~Purchase ~~current~~Agreement ~~leased~~with ~~property~~Springhouse ~~will~~Investments beCorp, ~~sufficient~~a ~~for~~Canadian ~~its~~Corporation ~~current and immediately foreseeable administrative needs~~(“Investor”).

~~The~~NAMG ~~Company~~agreed ~~has~~to ~~secured~~sell ~~oil~~ and ~~gas~~issue ~~leases,~~to ~~which is an essential part of~~ the ~~Company’s~~Investor ~~operation.~~Two WeHundred ~~are~~Eighty-One anThousand, ~~oil~~Two ~~and~~Hundred ~~gas~~Fifty ~~exploration~~(281,250) ~~and~~shares ~~production~~of ~~company that uses~~ the ~~history~~Common ofStock ~~old fields~~(“Shares”), ~~geophysical exploration and development techniques to identify oil and gas wells that are now considered to be economically feasible~~ based on ~~the~~a ~~current~~per ~~and~~share ~~predicted future~~ price ofequal ~~oil and gas~~$.80. WeThe ~~currently~~issuances ~~have~~of ~~over~~these ~~174~~Shares ~~leaseholds,~~were ~~covering~~exempt ~~approximately~~from ~~5,159~~registration ~~net~~under ~~acres~~Section 4(2) of ~~leasehold properties in~~ the ~~San~~Securities ~~Joaquin~~Act ~~Basin~~of ~~Province in Kern County~~1933, ~~California.~~as ~~These leasehold properties are held in one to five-year primary lease terms~~amended, ~~some~~as ~~extending~~sales ~~through~~of ~~March~~securities ~~2017.~~not ~~The~~involving ~~Company~~any ~~holds~~public ~~varying working interest percentages in these leases from 25% to 75%~~offering.

~~The~~On ~~properties~~October ~~are~~16, ~~listed~~2013, asthe ~~follows:~~Company finalized a Stock Purchase Agreement (the “Agreement”) with Oel und Erdgazforshung (“OUE”), relating to the sale and issuance of 246,914 Shares, for a purchase price of $200,000, and warrants (“Warrants”) to purchase an aggregate of 96,618 Shares at an exercise price of $1.04 per share.

~~Tejon~~The ~~Ranch~~Warrants ~~Main~~are ~~lease~~exercisable –immediately and expire October 10, 2016. The Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of Shares purchased upon such exercise. The exercise price and the number of Shares purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these Shares were exempt from registration under Section 4(2) of the Securities Act of 1933,~~586~~ ~~net~~as ~~leased~~amended, ~~acres~~as sales of securities not involving any public offering.

~~Tejon~~Effective ~~Ranch~~December ~~Extension~~1, ~~lease~~2013, –the ~~307~~Company ~~net~~entered ~~leased~~into ~~acres~~a letter Agreement with OUE, relating to the sale and issuance of Shares and Warrants.

~~White~~The ~~Wolf~~Agreement ~~leases~~stipulates –2that OUE will purchase Shares in up to five (5),~~266~~ ~~net~~two ~~leased~~hundred ~~acres~~thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals (the “Offering”). The quantity of Shares issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

~~The~~On ~~Company~~December ~~does~~6, ~~not have an in-house land and lease department~~2013, ~~and utilizes~~ the ~~services of an outside oil and gas land acquisition company (“Land~~ Company”) toexecuted ~~acquire its leaseholds. The Land Company will secure~~ the ~~lease~~second ~~and~~tranche ~~hold title~~ of the ~~Assignment~~Agreement ~~of Oil~~OUE, ~~Gas~~relating &to ~~Mineral Leases in~~ the ~~Land~~sale ~~Company’s~~and ~~name.~~issuance ~~Once~~of ~~the~~261,438 ~~Land~~Shares, ~~Company~~for ~~has acquired sufficient properties (such as~~ a ~~designated~~purchase ~~number~~price of ~~net~~$200,000, ~~acres~~and ~~within~~Warrants ato ~~lease~~purchase ~~prospect),~~an ~~determined~~aggregate byof ~~NAMOG management~~100,000 ~~management~~Shares, ~~will~~at ~~request~~an ~~that~~exercise ~~the~~price ~~Land~~of ~~Company~~$0.98 ~~assign~~per ~~title to the Company~~warrant.

~~NAMOG~~The ~~will~~Warrants ~~obtain~~are ~~title~~exercisable ~~opinions~~immediately onand ~~properties~~expire December 6, or2016. ~~specific~~The ~~leases~~Warrants are exercisable, ~~when~~at ~~there~~the isoption ~~valid~~of ~~consideration~~the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of ~~drilling~~Shares ~~within~~purchased upon such exercise. The exercise price and the ~~prospect~~number of Shares purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, ordistributions, ~~drill~~splits, ~~site~~and reclassifications. ItThe ~~will~~issuances ~~also~~of ~~obtain~~these ~~specific~~shares ~~title~~were ~~opinions~~exempt ~~when~~from itregistration isunder ~~requested~~Section 4(2) of the Securities Act of 1933, as ~~part~~amended, as sales of asecurities ~~joint~~not ~~venture~~involving ~~partnership~~any public offering.

12WHC Capital Promissory Note

~~Oil~~On August 12, 2014 the Company entered into a Convertible Promissory Note with WHC Capital, LLC. (“WHC”). The Convertible Promissory Note provides the Company with a note in the principal amount of $210,000. The net proceeds the Company received was $135,000 as $60,000 of Original Issue Discount and ~~Gas~~a ~~Reserve~~financing ~~Analyses~~fee of $15,000 was netted out from the total principal. The Convertible Promissory Note matured on February 11, 2015, and the Company was obligated to make monthly installments of $25,000, commencing September 11, 2014, with the balance due at maturity. The WHC note was issued with 500,000 warrants, expiring thirty-six months from the execution of the warrant agreement are exercisable into 500,000 common shares of the Company’s Common Stock at $.15 per share.

~~The~~On ~~leases~~November ~~acquired~~20, by2014 the Company ~~had~~was ~~not~~advised ~~been~~by ~~developed~~WHC inCapital aof ~~way~~an ~~that~~event ~~allowed~~of ~~our~~default, ~~petroleum~~which ~~engineers~~NAMG todisputed. ~~assign~~Following ~~estimated~~a ~~net~~prolonged ~~proved~~period ~~oil~~of ~~and~~negotiations ~~gas~~between ~~reserves~~the parties and ~~the~~NAMG’s ~~present~~limited ~~value~~financial ofcapacity ~~estimated~~to ~~cash~~fund ~~flows~~legal ~~from~~costs, ~~those~~WHC ~~reserves.~~Capital Asexercised aits ~~result,~~right ~~the~~to ~~Company~~convert ~~has~~the noPromissory ~~proved~~Note ~~reserves~~and onhas converted the ~~leases~~following ~~owned.~~number of shares:

~~Item~~· On February 17, 2015 the company issued WHC 3,490,000 shares of common stock to the value of $21,987.00 ~~Legal~~at ~~Proceedings~~$0.0063 per share · On March 24, 2015 the company issued WHC 3,674,000 shares of common stock to the value of $7,274.52 at $0.00198 per share · On April 7, 2015 the company issued WHC 3,752,800 shares of common stock tot he value of $6,755.04 at $0.0018 per share

AsThe issuances of ~~March~~these ~~24,~~shares ~~2014, we~~ were ~~not~~exempt afrom ~~party~~registration tounder ~~any~~Section 4(2) ~~legal~~of ~~proceedings~~the ~~that~~Securities ~~could~~Act ~~have~~of ~~a material adverse effect on the Company’s business~~1933, ~~financial~~as ~~condition or operating results. Further~~amended, toas ~~the~~sales ~~Company’s~~of ~~knowledge~~securities nonot ~~such~~involving ~~proceedings~~any ~~have~~public ~~been threatened against the Company~~offering.

~~Item 4. Mine Safety Disclosures.~~9

~~Not~~JMJ ~~applicable~~Financial

13On September 3, 2014 the Company entered into a Convertible Promissory Note with JMJ Financial. (“JMJ”). The Convertible Promissory Note provides the Company with a principal amount up to $300,000. The Company received an initial tranche of gross proceeds of $50,000 and net proceeds of $45,000, the $5,000 being the Original Discount Issue. Under the terms and conditions of the Note which allow JMJ to convert the principal into Common Shares of NAMG, JMJ has exercised its right to convert the and converted the following number of shares:

~~PART~~· IIOn March 3, 2015 the company issued JMJ 1,500,000 shares of common stock to the value of $9,450.00 at $0.0063 per share · On March 24, 2015 the company issued JMJ 3,570,000 shares of common stock to the value of $77,068.60 at $0.00198 per share · On April 9, 2015 the company issued JMJ 4,100,000 shares of common stock tot he value of $7,380.00 at $0.0018 per share

~~Item~~The 5.issuances ~~Market~~of ~~for~~these ~~Registrant’s~~shares ~~Common~~were ~~Equity,~~exempt ~~Related~~from ~~Stockholder~~registration ~~Matters~~under ~~and~~Section 4(2) ~~Issue~~of ~~Purchases~~the Securities Act of ~~Equity~~1933, ~~Securities~~as amended, as sales of securities not involving any public offering.

~~Market~~Item ~~Information~~6. Selected Financial Data.

~~Our~~NAMG ~~common~~is ~~stock~~a issmaller ~~quoted~~reporting oncompany ~~the~~as ~~Over-the-Counter~~defined ~~Bulletin~~by ~~Board~~Rule ~~(“OTCBB”)~~12b-2 ~~under~~of the ~~symbol~~Exchange ~~“NAMG.”~~Act ~~Prior~~and tois ~~December~~not ~~27,~~required ~~2012,~~to ~~our~~provide ~~common~~the ~~stock~~information ~~was quoted~~ under ~~symbol~~this ~~“CLDD~~item.”

~~The~~Item ~~table~~7. ~~below sets forth the high and low closing prices of the Company~~Management’s ~~Common~~Discussion ~~Stock during the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission~~ and ~~may~~Analysis not reflect actual transactions. As noted previously in this Form 10-K, the merger transaction between North American Oil & Gas Corp., a Nevada corporation, and Lani Acquisition, LLC, a limited liability company and a wholly-owned subsidiary of ~~the~~Financial ~~Company,~~Condition and ~~Lani,~~Results ~~LLC, a California limited liability company, closed on November 16, 2012 and the terms~~ of ~~the merger transaction were first announced on or about November 20, 2012~~Operations. ~~Therefore, the prices below also include prices solely with respect to Calendar Dragon before the merger transaction.~~

2013

2012

2011

Price Range

High

Low

High

Low

High

Low

First Quarter

0.80

0.70

n/a

Second Quarter

1.14

0.60

n/a

Third Quarter

1.67

0.65

n/a

Fourth Quarter

1.30

0.30

1.14

0.25

n/a

Introduction

The ~~closing~~following ~~sales~~discussion ~~price~~is intended to facilitate an understanding of ~~the~~our ~~Company’s~~business ~~common~~and ~~stock~~results asof ~~reported~~operations onand ~~March~~includes ~~24,~~forward-looking ~~2014~~statements that reflect our plans, ~~was~~estimates $0and beliefs.16 ~~per~~It ~~share~~should be read in conjunction with our audited consolidated financial statements and the accompanying notes to the consolidated financial statements included herein. Our actual results could differ materially from those discussed in any forward-looking statements contained herein.

~~Holders~~The Company is in the early stages of exploration, has never earned a profit, and has incurred an accumulated deficit of $3,342,520 as of December 31, 2014. The Company raised $300,000 in the sale of common stock during 2014. The Company has used these funds to pay monthly rental lease costs on its three oil and gas leases and provide for general and administrative expenses. As of December 31, 2014, NAMG had completed the drilling and testing of seven zones in Well 77-20, located on the Tejon Extension lease. The well was suspended in February 2013 and was subsequently sold post period end to Soda Creek Exploration LLC a Colorado oil and gas company. NAMG has retained an overriding royalty of 0.5% of gross revenues in the event of a commercial development proceeding at Tejon Ranch Extension.

AsNAMG ofhas ~~the~~insufficient ~~date~~funds ofand ~~this~~is ~~report~~relying ~~there~~on ~~were~~proceeds ~~approximately~~from 15various ~~holders~~convertible ofnotes ~~record~~and ofequity ~~Company~~issuances, ~~common~~to ~~stock.~~maintain ~~This~~itself ~~does~~as ~~not~~a ~~include~~viable anentity ~~indeterminate~~and ~~number~~meets ofits ~~persons~~general ~~who~~and ~~hold~~administrative ~~our~~operations ~~Common~~through ~~Stock~~December in31, ~~brokerage~~2015. ~~accounts~~Capital raising through investors and/or ~~otherwise~~farm-out inand ~~“street~~asset ~~name~~sale agreements will be required to move forward on capital projects.”

~~Dividends~~Plans for our fiscal year 2014 include the following:

~~Holders~~The ofcompany ~~common~~has ~~stock~~no ~~are~~plans ~~entitled~~ to ~~receive~~drill ~~such~~on ~~dividends~~it asleases ~~may~~in ~~be declared by the Company’s Board of Directors~~2015. ~~The Company did not declare or pay dividends during its fiscal year ended December 31, 2013.~~

ToResults ~~the~~of ~~extent NAMOG has any earnings, it will likely retain earnings to expand corporate operations and not use such earnings to pay dividends.~~Operations

14Year Ended December 31, 2014 Compared With Year Ended December 31, 2013

~~Securities~~Revenues ~~Authorized~~from Operations - There were no revenues generated for ~~Issuance~~the ~~Under~~years ~~Equity~~ended ~~Compensation~~December ~~Plans~~31, 2014 and December 31, 2013, respectively.

~~EQUITY~~Expenses ~~COMPENSATION~~from ~~PLAN~~Continuing ~~INFORMATION~~Operations- The Company incurred operating expenses of $1,161,979 for the fiscal year ended December 31, 2014; a decrease of $356,199 compared to $1,518,179 for the period ending December 31, 2013. The largest expenditures operationally were increased depreciation and impairment costs of $260,480 due to the impairment of the costs associated with Tejon Main and White Wolfe as management determined that no further development will be conducted in these areas; decrease of $412,136 in exploration and leasehold costs; decrease in general and administrative costs of $187,462 and a decrease of $8,671 in consulting costs all due in large part to the lack of cash flow. Should the Company be able to raise capital these costs are likely to increase in the next fiscal year.

Plan category	Number of securities to be 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		1,046,618	$	0.80		953,382
Equity compensation plans not approved by security holders		-		-		-
Total		1,046,618	$	0.80		953,382

Other ~~Compensation~~Income/Loss ~~Arrangements~~– For the fiscal year ended December 31, 2014, the Company has $251,186 in other expenses, substantially all of which is related to interest expense including the amortization of the original issue discount associated with various notes payable the Company entered into during 2014. For the fiscal year ended December 31, 2014, the Company had $7,310 in other expenses.

~~NAMOG~~Net ~~has~~Loss ~~not~~- ~~secured~~For ~~any~~the ~~other~~fiscal ~~compensation~~year ~~arrangements~~ended asDecember 31, 2014, the Company incurred a net loss of $1,413,165 compared to a net loss of $1,525,488 for the fiscal year ended December 31, 2013, a loss decrease over the previous year of $112,323. The major reasons for the Company having a lower net loss during the fiscal year ended December 31, 2014 can be attributed to the lower expenses from overall operations due to a strain on cash flows.

~~Recent~~Liquidity ~~Sales~~- At December 31, 2014, the Company had a cash balance of ~~Unregistered~~$51,210. ~~Securities~~As of December 31, 2013, the Company had a cash balance of $49,563. The Company’s working capital deficit increased $611,497 from $444,823 in 2013 to $1,056,320 in 2014. The increase in the working capital deficit is primarily due to the debt financing the Company entered into during fiscal 2014.

OnHistorically ~~August~~the ~~14,~~Company ~~2013~~has ~~North~~lacked ~~American~~liquidity, ~~Oil~~a &result ~~Gas~~of ~~(“NAMG”)~~insufficient ~~entered~~financing ~~into~~alternatives aavailable ~~Stock~~to ~~Purchase~~the ~~Agreement~~Company ~~with~~and ~~Springhouse~~the ~~Investments~~lack ~~Corp,~~of aproduction ~~Canadian~~to ~~Corporation~~produce ~~(“Investor”)~~significant revenues.

~~NAMG~~Based ~~agreed~~on tocurrent ~~sell and issue to the Investor Two Hundred Eighty-One Thousand~~expectations, ~~Two Hundred Fifty (281,250) shares of~~ the ~~Common~~Company ~~Stock~~will ~~(“Shares”),~~need ~~based~~to onfind aadditional ~~per~~sources ~~share price equal $.80. The issuances~~ of ~~these~~financing ~~Shares~~to ~~were~~meet ~~exempt~~our ~~from~~general ~~registration~~corporate ~~under~~needs ~~Section 4(2)~~in of2015 ~~the~~and ~~Securities~~beyond ~~Act~~as ofwell ~~1933,~~ as ~~amended,~~any aslarge ~~sales~~capital ofrequirements ~~securities~~necessary ~~not~~for ~~involving~~additional ~~any~~oil ~~public~~and ~~offering~~gas exploration.

OnCash October 16, 2013, the Company finalized a Stock Purchase Agreement (the “Agreement”) with Oel und Erdgazforshung (“OUE”), relating to the sale and issuance of 246,914 Shares, for a purchase price of $200,000, and warrants (“Warrants”) to purchase an aggregate of 96,618 Shares at an exercise price of $1.04 per share.Requirements

The ~~Warrants~~cash ~~are~~requirements ~~exercisable immediately and expire October 10, 2016. The Warrants are exercisable, at the option~~ of the ~~holder,~~Company inmay ~~whole~~have ~~or in part by delivering to the Company~~ a ~~duly~~material ~~executed~~impact ~~exercise~~on ~~notice~~our ~~accompanied by payment in full for the number of Shares purchased upon such exercise~~liquidity. The ~~exercise~~reasons ~~price~~for ~~and~~this ~~the number of Shares purchasable upon the exercise of each Warrant~~ are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these Shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.:

~~Effective~~· ~~December~~the 1,Company ~~2013~~has only secured sufficient funds to maintain its current operations through May, 2015; · there is an uncertainty as to whether the Company ~~entered~~can ~~into~~maintain aoperations ~~letter~~beyond ~~Agreement~~the ~~with~~second ~~OUE~~quarter of 2015 without securing additional capital through cash raisings, ~~relating~~or toinvestor ~~the~~project ~~sale~~participation; and ~~issuance~~· ofthere ~~Shares~~is no certainty that the Company can achieve profitable levels in the oil and ~~Warrants~~gas exploration field, or that it will be able to raise additional capital through any means.

~~The~~Item Agreement stipulates that OUE will purchase Shares in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals (the “Offering”)7A. ~~The~~Quantitative ~~quantity~~and ofQualitative ~~Shares~~Disclosures ~~issued,~~About ~~per~~Market ~~tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock~~Risk. ~~With each tranche, 100,000 warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.~~

15NAMG is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

On December 6, 2013, the Company executed the second tranche of the Agreement OUE, relating to the sale and issuance of 261,438 Shares, for a purchase price of $200,000, and Warrants to purchase an aggregate of 100,000 Shares, at an exercise price of $0.98 per warrant.11

~~The~~Item ~~Warrants are exercisable immediately and expire December 6, 2016~~8. ~~The~~Financial ~~Warrants~~Statements are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of Shares purchased upon such exercise. The exercise price and ~~the~~Supplementary ~~number of Shares purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications~~Data. ~~The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.~~

~~Item~~NORTH 6.AMERICAN ~~Selected~~OIL ~~Financial~~& ~~Data~~GAS CORP.

~~NAMOG~~CONSOLIDATED isFINANCIAL aSTATEMENTS ~~smaller reporting company as defined by Rule 12b~~-2 ofTABLE ~~the~~OF ~~Exchange Act and is not required to provide the information under this item.~~CONTENTS

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Page
Report of Independent Registered Public Accounting Firm		F-1
Audited Financial Statements:
Consolidated Balance Sheets for the years ended December 31, 2014 and 2013		F-2
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013		F-3
Consolidated Statements of Changes In Stockholders’ Deficit for the years ended December 31, 2014 and December 31, 2013		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and December 31, 2013		F-5
Notes to Consolidated Financial Statements		F-6

~~Introduction~~12

~~The~~Item ~~following discussion is intended to facilitate an understanding of our business and results of operations and includes forward-looking statements that reflect our plans, estimates and beliefs~~9. ItChanges ~~should be read~~ in ~~conjunction~~and ~~with~~Disagreements ~~our~~With ~~audited~~Accountants ~~consolidated~~on ~~financial~~Accounting ~~statements~~ and ~~the~~Financial ~~accompanying notes to the consolidated financial statements included herein~~Disclosure. ~~Our actual results could differ materially from those discussed in any forward-looking statements contained herein.~~

The Company is a development stage enterprise, has never earned a profit, and has incurred an accumulated deficit of $1,927,694 as of December 31, 2013. The Company raised $1,125,000 in the sale of common stock, which gives the Company a negative ($48,191) net equity position. The Company has used these funds to purchase or obtain leaseholds on its three oil and gas lease prospects, drill a well, purchase seismic data and provide for general and administrative expenses. As of December 31, 2013, NAMOG had completed the drilling and testing of seven zones in Well 77-20, located on the Tejon Extension lease. The well was suspended in February 2013.None

~~The~~Item Company licensed seismic data over a 3,429 gross acres (2,946 net acres) over our Tejon Extension and Tejon Main prospect and consulting geologists completed an exhaustive analysis on this 3D survey in September 20139A. WeControls ~~have finished the mapping~~ and ~~volumetric analysis of the 14 prospects previously identified~~Procedures. We have further refined the extent of, and reducing the associated technical risk, of these prospects. This work will allow the Company to prioritize its prospect inventory in terms of geologic risk, resource potential, drilling difficulty and permitting issues.

~~The~~Disclosure ~~prospects~~controls ~~include~~and 5procedures ~~target~~are ~~horizons:~~controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the ~~Eocene,~~Securities ~~Vedder~~Exchange Act of 1934 is recorded, JVprocessed, ~~Olcese~~summarized and reported, ~~Reserve~~within the time periods specified in the Securities and ~~Transition~~Exchange ~~Zone~~Commission’s rules and forms. ~~The~~Disclosure 3Dcontrols ~~interpretation~~and ~~shows~~procedures ~~traps~~include, without limitation, controls and procedures designed to ensure that ~~were~~information ~~untested~~required to be disclosed in our reports filed under the ~~previous~~Securities ~~drilling~~Exchange ~~campaign~~Act ~~because~~of we1934 ~~did~~is ~~not~~accumulated ~~have~~and ~~this~~communicated ~~data~~to management, including our principal executive officer and our principal financial officer, as appropriate, to ~~drive~~allow ~~the~~timely ~~Company’s~~decisions ~~development~~regarding ~~programs~~required disclosure.

16Internal Control Over Financial Reporting (GAAP)

~~This~~Evaluation seismic evaluation also indicated new targeted zones to test in our shut-in Well 77-20. NAMOG has budgeted to reopen the Well 77-20 late in the fourth quarter 2014 for further testing at a budgeted cost of ~~NAMOG~~Disclosure ‘sControls ~~share~~and ~~of $100,000. This testing, however, is predicated on the Company’s ability to raise sufficient capital to proceed.~~Procedures

~~Based~~The onCompany’s Chief Executive Officer and Chief Financial Officer have evaluated the ~~finding~~effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 3DExchange ~~evaluation,~~Act) as of the ~~Company~~fiscal ~~has~~period ~~budgeted~~ending toDecember ~~drill~~31, a2014 ~~well~~covered by this Annual Report on Form 10-K. Based upon such evaluation, the ~~Tejon~~Chief ~~Main~~Executive ~~prospect~~Officer and Chief Financial Officer have concluded that, inas ~~late-2014~~of ~~subject~~the toend of such period, the Company’s ~~ability~~disclosure tocontrols ~~raise~~and ~~sufficient~~procedures ~~capital~~were tonot ~~fund~~effective ~~the~~as ~~project.~~required ~~The~~under ~~Company~~Rules ~~has~~13a-15 ~~started~~and 15d of the ~~permitting~~1934 ~~process~~Act because of ~~two~~the ~~wells~~material weaknesses in our internal control over financial reporting discussed below.

~~The~~Management’s ~~Company~~Report ~~oversaw~~on anInternal ~~aggressive~~Control ~~acquisition~~Over ~~program~~Financial ~~in the White Wolf prospect. Within the first six months of this program, the Company acquired additional leases in this prospect totaling approximately 1,156 gross (1,054 net) acres in this prospect.~~Reporting

~~NAMOG~~Management ~~has~~is ~~sufficient~~responsible ~~funds,~~for ~~due~~establishing ~~largely~~and tomaintaining ~~sales~~adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company’s. ~~common~~Internal ~~stock~~control ~~for~~over ~~$1,000,000~~financial toreporting ~~continue~~is ~~general~~a ~~and~~process ~~administrative~~designed ~~operations~~to ~~through~~provide ~~December~~reasonable ~~31,~~assurance ~~2014.~~regarding ~~Capital~~the ~~raising~~reliability ~~through~~of ~~investors~~financial reporting and~~/or~~ ~~farm-out~~the ~~agreements~~preparation ~~will~~of befinancial ~~required~~statements tofor ~~move~~external ~~forward~~purposes onin ~~capital~~accordance ~~projects~~with accounting principles generally accepted in the United States of America.

~~Plans~~The ~~for~~Company’s ~~our~~internal ~~fiscal~~control ~~year~~over ~~2014~~financial ~~include~~reporting includes those policies and procedures that (i) pertain to the ~~following:~~maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; 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.

~~Subject~~Because toof ~~obtaining~~its ~~additional~~inherent ~~financing~~limitations, ~~the~~internal ~~following~~control ~~drilling~~over ~~and~~financial ~~testing~~reporting may benot ~~pursued~~prevent or detect misstatements. ~~The~~Also, ~~projects~~projections ~~with~~of ~~our~~any ~~working~~evaluation ~~interest~~of ~~(“WI”)~~effectiveness ~~share~~to ~~(based~~future onperiods ~~our~~are WIsubject asto ~~listed)~~the risk that controls may become inadequate because of changes in conditions, or that the ~~estimated~~degree ~~costs~~of ~~are~~compliance ~~listed~~with ~~below:~~the policies or procedures may deteriorate.

~~Estimated~~Management, ~~cost~~under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on ~~expected~~the ~~participating~~framework ~~working~~in ~~interest~~“Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the internal control criteria set forth in the Internal Control— Integrated Framework, management concluded that the Company’s internal controls over financial reporting were not effective, as of December 31, 2014.

Project	Current WI%			No. Wells		Procedure	Est. Cost
Tejon Main		40	%		1	New Drill	$	2.5MM
Tejon Extension		75	%		1	New Drill	$	1.0MM

~~Results~~A material weakness is a control deficiency, or combination of ~~Operations~~control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~Year~~Based ~~Ended~~on ~~December~~management’s ~~31,~~assessment ~~2013~~of ~~Compared~~internal ~~With~~control ~~Year~~over ~~Ended~~financial reporting, as of December 31, ~~2012~~2014, management concluded that the Company did not maintain effective internal control over financial reporting because of the following control deficiencies that constitute material weaknesses:

~~Revenues~~· ~~from Operations~~ Over-reliance ~~Revenues~~on ~~for~~consultants in the ~~year~~financial ~~ended~~reporting ~~December~~process. ~~31,~~· ~~2013~~Lack of audit committee having appropriate accounting knowledge to adequately provide oversight of the Company’s accounting and ~~December~~reporting 31functions. · Due the small size of the Company, ~~2012~~there ~~were~~is $0also ~~and~~a $0lack ~~respectively~~of segregation of duties that contributes to the inability to maintain effective internal control over the financial reporting.

~~Expenses~~Because ~~from Continuing Operations - The Company incurred operating expenses~~ of ~~$1,518,179 for~~ the ~~fiscal~~material ~~year~~weaknesses ~~ended~~identified ~~December 31~~above, ~~2013;~~a anreasonable ~~increase~~possibility ofexists ~~$1,049,481~~that ~~compared~~a tomaterial ~~$468,698~~misstatement ~~for~~in ~~the~~our ~~period~~consolidated ~~ending~~financial ~~December~~statements ~~31,~~will ~~2012.~~not ~~The~~be ~~largest~~prevented ~~expenditures~~or ~~operationally~~detected ~~were~~on ~~increased~~a ~~general~~timely ~~and~~basis. ~~administrative costs over the previous year of $709~~However,~~900,~~ ~~increased~~our ~~costs~~Chief ~~for~~Executive ~~exploration~~Officer and ~~leasehold~~Chief ~~expenses~~Financial ofOfficer ~~$314,832,~~believe ~~and~~that ~~an increase of management and consulting costs over~~ the ~~previous~~financial ~~year~~statements ofincluded ~~$17,706.~~in ~~Operating~~this ~~costs~~annual ~~for~~report ~~the~~on ~~fiscal~~form ~~year~~10-K ~~ending~~present ~~December~~in ~~31,~~all ~~2013~~material ~~were specifically: operational general and administrative costs of $931~~respects,~~607,~~ ~~(including~~our ~~$276,269~~financial ~~in stock option expenses under employee compensation~~position, ~~$457,501~~results inof ~~exploration~~operations and ~~leasehold~~cash ~~expenditures~~flows ~~(including~~for ~~$368,955for~~the ~~seismic~~periods ~~data)~~presented, ~~management~~in ~~and~~conformity ~~consulting~~with ~~fees~~U.S. ~~of $119,480, and depreciation and amortization expenses of $9,590)~~GAAP.

17Malone Bailey LLP, our registered independent public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2014.

~~Other~~Plan ~~Income/Loss –~~ For ~~the~~remediation ~~fiscal year ended December 31, 2013, the Company has $7,310 in other expenses, substantially all~~ of ~~which~~Material ~~is related to Franchise Tax Board costs. For the fiscal year ended December 31, 2012, the Company had $800 in other expenses.~~Weaknesses:

~~Net~~The ~~Loss~~remediation -efforts ~~For~~outlined ~~the~~below ~~fiscal~~are ~~year~~intended ~~ended December 31, 2013, the Company incurred a net loss of $1,525,488 compared~~ to aaddress ~~net loss of $345,855 for~~ the ~~fiscal~~identified ~~year~~material ~~ended~~weaknesses ~~December~~in ~~31,~~internal ~~2012,~~control ~~a loss increase~~ over ~~the~~financial previous year of $1,179,633. The major reasons for the Company having a higher net loss during the fiscal year ended December 31, 2013 can be attributed to the higher expenses from overall operations ($1,518,179).reporting:

~~Liquidity~~· -Establish ~~At December 31, 2013, the Company had~~ a ~~cash~~Qualified ~~balance~~Audit ofCommittee; ~~$49,563.~~· AsFund ofappropriate ~~December~~technical ~~31,~~research ~~2012,~~materials ~~the~~to ~~Company~~ensure ~~had~~SEC acompliance ~~cash~~in ~~balance~~financial ~~of $1~~reporting,~~515,995,~~ ~~which~~and ~~included~~internal ~~restricted cash of $937~~controls,~~067.~~ ~~Property~~ and ~~equipment~~· ~~net~~Improvements ~~was~~to ~~$5,876~~accounting asprocesses ~~of December 31, 2013 compared~~ to ~~$4,686~~provide asadequate ofdocumentation ~~December 31, 2012. The increase in property and equipment is the direct result~~ of ~~the Company investing in computers and peripherals~~transactions.

~~Historically~~Changes ~~the~~in ~~Company~~Internal ~~has~~Control ~~lacked~~Over ~~liquidity,~~Financial ~~a result of insufficient financing alternatives available to the Company and the lack of production to produce significant revenues.~~Reporting

~~Based~~Except onas ~~current~~otherwise ~~expectations~~noted above, there were no significant changes in the Company’s ~~will~~internal ~~need~~control toover ~~find~~financial ~~additional~~reporting ~~sources~~occurred ofduring ~~financing~~the toyear ~~meet~~ended ~~our~~December ~~general~~31, ~~corporate~~2014, ~~needs~~that ~~beyond~~materially ~~2014~~affected, asor ~~well~~is asreasonably ~~any~~likely ~~large~~to ~~capital~~materially ~~requirements~~affect, ~~necessary~~the ~~for~~Company’s ~~additional~~internal ~~oil~~control ~~and~~over ~~gas~~financial ~~exploration~~reporting.

~~Cash~~Item ~~Requirements~~9B. Other Information.

~~The cash requirements of the Company may have a material impact on our liquidity. The reasons for this are:~~None

~~· the Company has only secured sufficient funds to maintain its current operations through December 31, 2014;~~14

·PART there is an uncertainty as to whether the Company can maintain operations beyond the fourth quarter of 2014 without securing additional capital through cash raisings, or investor project participation; andIII

·Item ~~there~~10. isDirectors, noExecutive ~~certainty~~Officers ~~that the Company can achieve profitable levels in the oil~~ and ~~gas~~Corporate ~~exploration field, or that it will be able to raise additional capital through any means~~Governance.

~~Item~~Identification ~~7A.~~of ~~Quantitative~~Directors and ~~Qualitative~~Executive ~~Disclosures About Market Risk.~~Officers:

~~NAMOG~~As isof aApril ~~smaller~~28, ~~reporting~~2015, ~~company~~The asCompany ~~defined~~has bytwo ~~Rule~~Officers, ~~12b~~Robert Rosenthal, Chief Executive Officer, and Cosimo Damiano, Chief Financial Officers. Mr. Rosenthal and Mr. Cosimo Damiano both work full-2time offor the ~~Exchange~~Company, ~~Act~~dedicating forty hours per week on an ongoing basis. Mr. Rosenthal is compensated accordingly and currently there is ~~not~~no ~~required~~compensation toagreement ~~provide~~in place for Mr. Damiano. Mr. Donald Boyd our Operations Manager previously operated under a Consultancy Agreement providing ongoing necessary management requiring approximately ten hours per week, which was terminate don November 30, 2014 as the company scaled back its operating activities. The following information ~~under~~sets forth the names of our officers and directors, their present positions, and some brief information about their background as of the date of this ~~item.~~filing:

Name:	Position:	Age:

Robert Rosenthal	President and Chief Executive Officer, Secretary and Chairman	62
Cosimo Damiano	Director, Chief Financial Officer and Treasurer	43
Donald Boyd	Director, Operations Manager	66

~~Item~~Robert ~~8. Financial Statements and Supplementary Data.~~Rosenthal

~~NORTH~~President ~~AMERICAN~~and ~~OIL~~Chief &Executive ~~GAS~~Officer, ~~CORP.~~Secretary and Chairman of the Board of Directors

~~FINANCIAL~~Mr. ~~STATEMENTS~~Rosenthal has extensive experience in the Californian oil and gas industry where he has been directly involved in and responsible for evaluations, leasing and drilled discoveries. His career in California spans over 10 years. Mr. Rosenthal was a founding partner in Orchard Petroleum Ltd an ASX listed Californian company that that was acquired in 2007 by a private consortium. From 2007 to July 2010 Mr. Rosenthal was actively involved in exploration and production ventures in California, Texas and Louisiana through his private partnership ASPS Energy Investments LLP. In July 2010 he became one of the founding partners in Great Bear Petroleum, LLC. As such he was involved with raising the initial capital to fund the company. Mr. Rosenthal was subsequently involved with raising the next round of capital that lead to the leasing of 500,000 acres on the North Slope of Alaska. Mr. Rosenthal left Great Bear, in April 2012, after helping farm-out ~~TABLE~~the OFacreage ~~CONTENTS~~to a large industry partner. Mr. Rosenthal became a partner in LANI LLC in May 2012. LANI LLC was a private company focused on exploration in California. Mr. Rosenthal helped in the merger between LANI LLC with Calendar Dragon to form North American Oil & Gas Corp. in November 2012. Mr. Rosenthal has been CEO and President of North American Oil and Gas since the merger.

	Page
Report of Independent Registered Public Accounting Firm		F-1
Audited Financial Statements:
Consolidated Balance Sheets for the year ended December 31, 2013 and 2012		F-3
Consolidated Statements of Operations for the year ended December 31, 2013 and 2012		F-4
Consolidated Statements of Changes In Stockholders’ Deficit for the year ended December 31, 2013 and the period from June 20, 2011 (Inception) to December 31, 2013		F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2013 and the period from June 20, 2011 (Inception) to December 31, 2013		F-6
Notes to Financial Statements		F-7

He previously worked as Exploration Geologist and Exploration Project Supervisor for Sohio Petroleum (U.S.), British Petroleum in London as Global Consultant Exploration. In 1995 he left BP to join Novus Petroleum Ltd as its Head of Exploration. From 1999 until present day, Mr. Rosenthal has been actively involved in numerous exploration activities in California, Texas, Louisiana and Alaska where he has made numerous discoveries in both conventional and unconventional plays. Mr. Rosenthal has a Master’s Degree in Geology from the University of Southern California.

~~Item~~Cosimo 9.Damiano ~~Changes~~– inDirector and ~~Disagreements~~Chief ~~With Accountants on Accounting and~~ Financial ~~Disclosure.~~Officer

~~The~~Mr. ~~following~~Damiano’s ~~disclosure~~experience isinvolves the strategic analysis and financial modeling of oil & gas companies for global Investment banks and commodity trading companies in a principal investment role. This experience has provided Mr. Damiano with ~~respect~~a tostrong ~~not~~understanding ~~only~~and ~~the~~analytical ~~Company~~analysis of financing oil and gas assets across various geographic areas. Mr. Damiano has served as an Independent Director of NAMG since November 2012, ~~but~~and ~~also~~assisted with ~~respect~~the merger between Lani LLC and Calendar Dragon to ~~the~~form ~~Company’s~~North ~~subsidiary~~American ~~entity~~Oil & Gas Corp.

~~Eide~~Mr. ~~Bailly~~Damiano has over 20 years of experience in the finance industry and 15 years in the energy industry, most recently as Managing Director of Blacktip Energy Inc., a position he took on in May 2014. Since April 2014, Mr. Damiano has provided consulting services to Merricks Capital (Hedge Fund. From September 2013 through March 2014 Cosimo worked for CIMB in the capacity of Director of Oil & Gas Equity Research. During the period January 2012 through June 2013 Mr. Damiano provided independent consulting to various oil and gas companies located in North America, Asia, Australia and Africa. From May 2011 through December 2011 Cosimo held the position of Director of Investments for Mocoh SA.

~~The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms on June 10, 2013.~~15

~~The~~During ~~reports~~the ofperiod ~~Eide~~April ~~Bailly~~2010 onthrough ~~the~~November ~~Company’s~~2010 ~~financial~~Cosimo ~~statements~~was asthe Director of ~~and~~Upstream Investments for ~~the~~Mercuria ~~years~~Energy ~~ended~~Group. ~~December~~Mr. ~~31,~~Damiano ~~2012~~has ~~and~~wide ~~2011~~commercial and ~~for~~investment ~~the~~experience ~~period~~in ~~from~~the ~~June~~oil ~~10,~~and ~~2010~~gas ~~(date~~industry ofin ~~inception)~~Australia, toAsia, ~~December~~United 31States, ~~2012,~~Canada and ~~through~~Argentina. ~~March~~In ~~31,~~his ~~2013~~previous ~~contained~~role nowith ~~adverse~~Mercuria, ~~opinion~~Mr. orDamiano’s ~~disclaimer~~duties ofprimarily ~~opinion~~involved private equity investments and ~~were~~included ~~not~~the ~~qualified~~reporting oron ~~modified~~Mercuria’s asexisting tooil ~~uncertainty~~and gas investments in Canada, ~~audit~~U.S ~~scope~~and orArgentina ~~accounting~~and ~~principle~~sourcing ~~except~~new toinvestments. ~~indicate~~It ~~that~~involved ~~there~~the ~~was~~reporting ~~substantial~~and ~~doubt~~monitoring ~~about~~of ~~the~~~10,000boepd ~~Company’s~~of ~~ability~~production, tosetting ~~continue~~corporate asand afinancing ~~going~~strategies ~~concern~~and Board updates monitoring and evaluating the assets’ performance.

~~During~~From ~~the~~July ~~year~~2008 ~~ended December 31, 2012 and for the period from June 10, 2011 (date of inception) to December 31, 2012, and~~ through March 312010, ~~2103,~~Mr. ~~there~~Damiano ~~have~~held ~~been no disagreements with Eide Bailly on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to~~ the ~~satisfaction~~position of ~~Eide~~Energy ~~Bailly~~Analyst ~~would~~for ~~have~~Galena ~~caused~~Asset ~~them~~Management to(Trafigura ~~make reference thereto in connection with their report on the financial statements for such years~~Group).

~~Malone~~In ~~Bailey~~his previous and current roles Mr. Damiano has periodically undertaken advisory roles for several oil and gas companies as well as energy trading companies most notably relating to, ~~LLP~~M&A advice, capital structure (debt and equity structuring), strategic planning and marketing. Mr. Damiano holds a Bachelor’s degree in Finance and Economics from Victoria University, Australia. Mr. Damiano’s background in investment banking led to our conclusion that he should serve as a director in light of our business and structure.

OnDonald ~~July~~Boyd ~~25,~~- 2013, the Board of Directors of the Company resolved to engage the independent public accounting firm of MaloneBailey, LLP (“MaloneBailey”), the Company’s new independent registered public accountants, which appointment was accepted.Director

19Mr. Boyd is an experienced oil field professional who has assisted many internationally known companies with drilling and infield engineering issues throughout the world. Since 1998 Mr. Boyd has provided consulting services to companies such as Exxon, Phillips Petroleum, Sun Oil and Texaco and most recently smaller independent operators, such as Exploration Inc., Jackson Exploration and Kindee Oil and Gas. In 2005, Mr. Boyd co-founded Sun Resources Texas, Inc. and currently serves as President. As President of Sun Resources Mr. Boyd has been in charge of drilling and evaluating wells in Texas and Louisiana. In July 2011 Don became one of the founders of LANI LLC. LANI LLC was a California focused exploration company. Mr. Boyd was directly responsible for acquiring the key acreage in the Southern San Joaquin for LANI. In November 2012 LANI LLC was merged with Calendar Dragon to form North American Oil & Gas Corp. Mr. Boyd has been an Executive Director since the merger.

~~During~~Prior to January 2005 he served as the ~~two~~manager ~~most~~of ~~recent~~all ~~fiscal~~offshore ~~years~~operations ~~and~~for ~~the~~drilling ~~interim~~and ~~period~~completion ~~preceding~~for the ~~engagement~~U.S. Department of ~~MaloneBailey~~the Interior, ~~the~~Oil ~~Company~~& ~~has~~Gas ~~not~~Branch. ~~consulted~~Mr. Boyd managed employees with ~~MaloneBailey~~various ~~regarding~~disciplines, ~~either:~~engineers ~~(i)~~and ~~the~~geologists; ~~application~~certified ofall ~~accounting~~foreign ~~principles,~~offshore ~~(ii)~~drilling ~~the~~units ~~type~~before ofthey ~~audit~~could ~~opinion~~drill ~~that~~in ~~might~~US bewaters; ~~rendered~~worked bywith ~~MaloneBailey~~the orEPA ~~(iii)~~to ~~any~~help ~~other~~write ~~matter~~regulations ~~that~~regarding ~~was~~offshore ~~the~~environmental ~~subject~~concerns; ofand ~~disagreement~~worked ~~between~~with the ~~Company~~USSR Oil & Gas Department to help them refine their government leasing programs to improve oil and ~~its~~gas ~~former~~secondary ~~auditor~~recovery. asPrior ~~described~~to inthat, ~~Item~~Mr. ~~304(~~Boyd worked as a~~)(1)(iv),~~ ordrilling engineer for Global Marine and a ~~reportable~~drilling ~~event~~manager asfor ~~described~~Peter inBowen ~~paragraph~~and ~~304(~~Cal Pacific drilling companies. Mr. Boyd received a~~)(l)(v),~~ Bachelor of ~~Regulation~~Science ~~S-K~~in Petroleum Engineering from Cal State Long Beach in 1973. Among the many awards and honors that Donald received are: The ~~Company~~Crosnick ~~did~~Foundation ~~not~~Scholarship ~~have~~for ~~and~~Petroleum ~~disagreements~~Engineers; ~~with~~The ~~Eide~~Kellps ~~Bailly~~Scholarship Award for Petroleum Engineering; and ~~therefore~~an ~~did~~Excellence ~~not~~Award ~~discuss~~from ~~and~~the ~~past~~U.S. ~~disagreements~~Department ~~with~~of ~~MaloneBailey~~the Interior.

~~Item~~Penalties ~~9A.~~or ~~Controls and Procedures.~~Sanctions

~~Disclosure~~None ~~controls~~of ~~and~~our ~~procedures~~directors, ~~are~~officers ~~controls~~or ~~and~~stockholders ~~other~~holding ~~procedures~~a ~~that~~sufficient ~~are~~number ~~designed~~of tosecurities ~~ensure that information required~~ to beaffect ~~disclosed~~materially ~~in our reports filed or submitted under~~ the ~~Securities~~control ~~Exchange Act~~ of ~~1934~~the ~~is recorded~~Company, ~~processed,~~has ~~summarized~~been ~~and~~subject ~~reported,~~to ~~within~~any ~~the~~penalties ~~time~~or ~~periods~~sanctions ~~specified~~imposed inby ~~the~~a ~~Securities~~court ~~and~~relating ~~Exchange~~to ~~Commission’s~~securities ~~rules~~legislation ~~and~~or ~~forms.~~by ~~Disclosure~~a ~~controls~~securities ~~and~~regulatory ~~procedures~~authority ~~include,~~or ~~without~~has ~~limitation,~~entered ~~controls~~into ~~and~~a ~~procedures~~settlement ~~designed~~agreement towith ~~ensure~~a ~~that~~securities ~~information~~regulatory ~~required~~authority toor bebeen ~~disclosed~~subject into ~~our~~any ~~reports~~other ~~filed~~penalties ~~under~~or ~~the~~sanctions ~~Securities~~imposed ~~Exchange~~by ~~Act~~a ofcourt ~~1934~~or isregulatory ~~accumulated~~body ~~and~~that ~~communicated~~would tolikely ~~management,~~be ~~including~~considered ~~our~~important ~~principal executive officer and our principal financial officer, as appropriate,~~ to ~~allow~~a ~~timely~~reasonable ~~decisions~~investor ~~regarding~~making ~~required~~an ~~disclosure~~investment decision.

~~Internal~~Personal ~~Control Over Financial Reporting (GAAP)~~Bankruptcies

~~Evaluation~~None of ~~Disclosure~~our ~~Controls~~directors, ~~and~~officers ~~Procedures~~or stockholders holding a sufficient number of securities to affect materially the control of the Company, nor any personal holding company of any such person has, within the last ten years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2013 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15 and 15d of the 1934 Act because of the material weaknesses in our internal control over financial reporting discussed below.16

~~Management’s~~Employment ~~Report on Internal Control Over Financial Reporting~~Agreements

~~Management~~We iscurrently ~~responsible~~do ~~for~~not ~~establishing~~have ~~and~~employment ~~maintaining~~agreements ~~adequate~~with ~~internal~~any ~~control~~our ~~over~~directors ~~financial reporting (as defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~executive ~~of the Exchange Act) of the Company~~officers. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

20Family Relationships

~~The~~There Company’s 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 the company; (ii) provide reasonable assurance that transactions are ~~recorded~~no asfamily ~~necessary~~relationships tobetween ~~permit~~any ~~preparation~~ of ~~financial~~our ~~statements~~directors inor ~~accordance~~executive ~~with~~officers ~~accounting principles generally accepted in the United States of America,~~ and ~~that~~any ~~receipts~~other ~~and expenditures of the Company are being made only in accordance with authorizations of management and~~ directors ~~of the Company; and (iii) provide reasonable assurance regarding prevention~~ or ~~timely~~executive ~~detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements~~officers.

~~Because~~Term of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Office

~~Management~~All directors hold office for a one (1) year period, ~~under~~as dictated at the ~~supervision~~annual ofmeeting, ~~the~~held ~~Company’s~~June ~~Chief~~20, ~~Executive~~2013 ~~Officer~~and have been duly elected and ~~Chief~~qualified. ~~Financial~~Directors ~~Officer,~~will ~~conducted~~be anelected ~~evaluation~~at the annual meetings to serve for one-year terms. The Company does not know of any agreements with respect to the ~~effectiveness~~election of ~~internal~~directors. ~~control~~The ~~over~~Company ~~financial~~has ~~reporting~~not ~~based~~compensated its directors for service on the ~~framework~~Board inof ~~“Internal~~Directors ~~Control—Integrated~~of ~~Framework”~~NAMG ~~issued~~or byany ~~the~~of ~~Committee~~its subsidiaries or any committee thereof. Any non-employee director of ~~Sponsoring~~NAMG ~~Organizations~~or its subsidiaries is reimbursed for expenses incurred for attendance at meetings of the ~~Treadway~~Board ~~Commission~~of ~~(“COSO”).~~Directors ~~Based~~and onany committee of the ~~internal~~Board ~~control~~of ~~criteria~~Directors, ~~set~~although ~~forth~~no insuch ~~the~~committee ~~Internal~~has ~~Control—~~been ~~Integrated~~established. ~~Framework,~~Each ~~management~~executive ~~concluded~~officer ~~that~~of NAMG is appointed by and serves at the ~~Company’s~~discretion ~~internal~~of ~~controls~~the ~~over~~Board ~~financial~~of ~~reporting~~Directors. ~~were~~There ~~not~~was ~~effective~~no annual meeting held during 2014, and all directors continued in their roles as ofagreed ~~December~~to 31in the June 20, 2013 meeting.

ANone ~~material~~of ~~weakness~~the isofficers ~~a control deficiency,~~ or ~~combination~~directors of ~~control~~NAMG ~~deficiencies, such that there~~ is acurrently ~~reasonable~~an ~~possibility~~officer ~~that~~or adirector ~~material misstatement~~ of ~~the~~a ~~annual~~company orrequired ~~interim~~to ~~financial~~file ~~statements~~reports ~~will~~with ~~not~~the beSecurities ~~prevented~~and orExchange ~~detected~~Commission, onother athan ~~timely basis~~NAMG.

~~Based~~Involvement onin ~~management’s~~Certain ~~assessment~~Legal of internal control over financial reporting, as of December 31, 2013, management concluded that the Company did not maintain effective internal control over financial reporting because of the following control deficiencies that constitute material weaknesses:Proceedings

·During ~~Insufficient~~the ~~documentation~~past five years, none of ~~transactions~~the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~retention~~other minor offences); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of ~~appropriate~~any ~~documentation~~court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to ~~support~~have ~~reported~~violated ~~transactions~~a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

·Director ~~Lack of audit committee having appropriate accounting knowledge to adequately provide oversight of the Company’s accounting and reporting functions.~~independence

·Currently, ~~Due~~ the ~~small~~majority ~~size~~ of the ~~Company,~~board ~~there is also a lack~~ of ~~segregation~~NAMG ofis ~~duties~~not ~~that~~considered ~~contributes~~“independent” toboard ~~the inability to maintain effective internal control over the financial reporting~~members.

~~Because~~Board ofmeetings the material weaknesses identified above, a reasonable possibility exists that a material misstatement in our consolidated financial statements will not be prevented or detected on a timely basis. However, our Chief Executive Officer and ~~Chief~~committees; ~~Financial Officer believe that the financial statements included in this~~ annual ~~report~~meeting ~~on form 10-K present in all material respects, our financial position, results of operations and cash flows for the periods presented, in conformity with U.S. GAAP.~~attendance

21On June 20, 2013 the Company held its annual meeting. Proxies were not solicited, as a majority of shareholder votes, 30,200,000, were given approving the following:

~~Malone~~1. ~~Bailey~~By ~~LLP,~~unanimous ~~our~~vote ~~registered~~the ~~independent~~shareholders ~~public~~elected ~~accounting~~Robert ~~firm~~Rosenthal, ~~was~~Donald ~~not~~Boyd ~~required~~and toCosimo ~~and~~Damiano ~~has~~as ~~not~~members ~~issued~~of the Board of Directors. Each Director will serve for a ~~report~~one-year ~~concerning~~term. 2. By unanimous vote the ~~effectiveness~~shareholders ofapproved ~~our~~the ~~internal~~Executive ~~control~~Officer’s ~~over~~compensation. ~~financial~~3. ~~reporting~~By asunanimous vote the shareholders approved to vote once every three years for the advisory vote on Executive Compensation. 4. By unanimous vote the shareholders ratified the appointment of ~~December~~Independent ~~31,~~auditors ~~2013~~Malone Baily LLP.

~~Plan~~Linda ~~For~~Gassaway ~~remediation~~resigned as Chief Financial Officer of ~~Material~~the ~~Weaknesses:~~Company effective as of October 30, 2014. Ms. Gassaway confirmed that she had no disagreements with the Company.

The ~~remediation~~Company ~~efforts~~does ~~outlined~~not ~~below~~have ~~are~~a ~~intended~~standing toaudit, ~~address~~nominating ~~the~~and ~~identified~~compensation ~~material~~committee ~~weaknesses~~of inthe ~~internal~~board ~~control~~of ~~over~~directors, ~~financial~~or ~~reporting:~~committees performing similar functions.

~~· Establish a Qualified Audit Committee;~~17

·Nominating ~~Fund appropriate technical research materials to ensure SEC compliance in financial reporting, and internal controls, and~~Committee

·The ~~Improvements~~Company todoes ~~accounting~~not ~~processes~~have a separately designated nominating committee. The Company does not have such a committee because we currently believe that given our small size, the fact that a majority of the members of our Board are not currently considered “independent,” and because no Company securities are traded on a stock exchange, that such a committee is not currently necessary. Unless and until the Company establishes a separate nominating committee, when a board vacancy occurs, the remaining board members will participate in deliberations concerning director nominees. In the future the Company may determine that it is appropriate to ~~provide~~designate ~~adequate~~a ~~documentation~~separate nominating committee of ~~transactions~~the board of directors comprised solely of independent directors.

~~Changes~~To indate, ~~Internal~~the ~~Control~~Board ~~Over~~of ~~Financial~~Directors ~~Reporting~~has not adopted a formal procedure by which stockholders may recommend nominees to the board of directors.

~~Except~~Audit as otherwise noted above, there were no significant changes in the Company’s internal control over financial reporting occurred during the year ended December 31, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.Committee

~~Item~~The 9BCompany does not have a separately designated audit committee. ~~Other~~Instead, ~~Information~~the entire Board acts as the Company’s audit committee.

~~None~~Compensation Committee

22The Company does not have a standing compensation committee or committee performing similar functions. The Company currently believes that given our small size, a compensation committee is not warranted.

~~PART~~Shareholder ~~III~~communications

~~Item~~The ~~10.~~Company ~~Directors,~~does ~~Executive~~not ~~Officers~~have ~~and~~a ~~Corporate~~process ~~Governance~~for security holders to send communications to the board of directors due to the fact that minimal securities are traded on a stock exchange.

~~Identification~~Board ofLeadership ~~Directors~~structure and ~~Executive~~role ~~Officers:~~in risk oversight

AsMr. ofRosenthal, ~~March~~who ~~24,~~acts ~~2014,~~as ~~the~~President ~~names,~~and ~~titles~~Chief Executive Officer, Secretary and ~~ages~~Chairman of the ~~members~~Board of Directors, leads the ~~Company’s~~current ~~Board~~board of ~~Directors~~directors ~~and~~of ~~its~~the ~~executive~~company. ~~officers~~The ~~are~~Chief Financial Officer, Cosimo Damiano, acts as ~~set~~Treasurer ~~forth~~for inthe Company. Board leadership follows the ~~below~~guidelines ~~table~~in COSO’s Enterprise Risk Management – Integrated Framework model for is risk oversight assessments.

Name	Age	Position
Robert Rosenthal	61	President and Chief Executive Officer, Secretary and Chairman
Linda Gassaway	60	Chief Financial Officer and Treasurer
Cosimo Damiano	45	Director
Donald Boyd	65	Director, Operations Manager

Management Acquisition, Exploration and Appraisal Policy

The Company’s management team is comprised of Robert Rosenthal, Cosimo Damiano and Don Boyd. This team is responsible for overseeing acquisition, exploration, appraisal and development of oil and gas projects in under exploited areas in North America. NAMG partners with leading industry players in North America to develop extensions to existing producing fields and also to establish new development opportunities supported by high quality 3-D seismic analysis. This team dedicates substantially all of their time on this responsibility. However, NAMG does not have a formal policy regarding (i) the amount of time each member of the management team must spend on NAMG business or (ii) granting NAMG a right of first refusal on acquisition opportunities. Nor are these addressed in NAMG’s By-laws. Due to this, it is possible that one, or more, of the management team, from time to time, may be involved in other business activities or dedicate additional time to such ventures.

~~President~~While Robert Rosenthal continues to dedicate 100% of his working time to NAMG business and ~~Chief~~presents ~~Executive~~all ~~Officer~~potential acquisition opportunities to NAMG, ~~Secretary~~Donald Boyd is currently President of Sun Resources, LLC. However, Sun Resources is a small company with three members. Sun Resources manages two small production properties; one located in Texas, the other Louisiana. Sun Resources does not look for new acquisitions, and ~~Chairman~~Mr. Boyd continues to present 100% of any and all potential opportunities to NAMG and now dedicates substantially all of his working time to NAMG. However, based on the ~~Board~~lack of ~~Directors~~formal policies, not only may members of our management spend less working time on NAMG in the future, they may also begin presenting acquisition opportunities to other companies prior to presenting them to NAMG.

~~Mr.~~Each ~~Rosenthal has served as our President and Chief Executive Officer, Secretary and Chairman~~ of the ~~Board~~Company’s ofmanagement ~~Directors~~team ~~since~~observes ~~November~~and ~~16,~~undertakes 2012. He has also served as manager of Lani, LLC, since its formation on June 20, 2011. Mr. Rosenthal was Vice President of New Ventures at Great Bear Petroleum, LLC, from January 2011 through April 2012. Mr. Rosenthal has extensive experience in the ~~Californian~~following ~~oil and gas industry where he has been directly involved~~ in ~~and~~terms responsible for evaluations, leasing and drilled discoveries. His career in California spans over 15 years. Mr. Rosenthal was a founding partner in Orchard Petroleum Ltd an ASX listed Californian company that was acquired in 2007 by a private consortium. He previously worked as Exploration Geologist and Exploration Project Supervisor for Sohio Petroleum (U.S.), British Petroleum in London as Global Consultant Exploration. In 1995 he left BP to join Novus Petroleum Ltd as its Head of ~~Exploration,~~management ~~for Indonesia~~acquisition, ~~Australia and Pakistan. From 1999 until present day, Mr. Rosenthal has been actively involved in numerous~~ exploration ~~activities in California, Texas, Louisiana~~ and Alaska where he has made numerous discoveries in both conventional and unconventional plays. More recently, Mr. Rosenthal was one of the principal investors and founders of Great Bear Petroleum an Alaskan shale company. Mr. Rosenthal holds a Master’s Degree in Geology from the University of Southern California. Mr. Rosenthal’s background in the oil and gas industry and his familiarity with NAMOG ‘s operations led to our conclusion that he should serve as a director in light of our business and structure.appraisal:

23Objectives

~~Linda~~The ~~Gassaway~~goal of the management team is to build NAMG’s resources and maintain a balanced portfolio of exploration and development assets.

~~Chief Financial Officer, and Treasurer~~18

~~Ms.~~Strategies Gassaway has served as our Chief Financial Officer since November 16, 2012. Ms. Gassaway is the former Chief Financial Officer of Behavioral Healthcare Inc., former Chief Operating Officer of Omega Computer Services (a federal defense software contractor), and held the Controller position with BentleySimonson Inc., once one of the top independent Oil and Gas companies in California. Ms. Gassaway has more than ten years of financial experience in the Oil and Gas sector. Besides heading financial operations for Behavioral Healthcare, of Memphis, Tennessee, Ms. Gassaway was also the Director of Finance for Advanced Health Systems Inc. of Irvine, CA, where she was responsible for the finances of 22 hospitals, 5 acute care facilities, and 40 physician practices located around the country. Recruited by BentleySimonson in 2000, she headed an accounting department that dealt with more than thirteen thousand royalty holders and accounted for operations at the giant Sansinena and Las Cienegas fields in Southern California. After the sale of these assets to Plains Exploration & Production Company in 2005, Ms. Gassaway continued consulting in California’s Oil and Gas industry, working with Orchard Petroleum Inc. and Solimar Energy LLC. She has extensive experience with federal and state reporting requirements, joint interest accounting, human resources, office management, audit and risk management, royalty management, government reporting, production reporting, and overall financial management and reporting for oil and gas exploration and production efforts.process

~~Don~~NAMG's ~~Boyd~~primary -strategy ~~Director~~is based on the overall objective of generating the highest return to shareholders by building a balanced portfolio of oil and gas assets.

~~Mr.~~· ~~Boyd~~NAMG ~~has~~takes ~~served~~advantage asof atheir ~~Director~~own ~~since~~and ~~November~~other ~~16,~~players' ~~2012.~~experience ~~Mr.~~for ~~Boyd~~carefully isselecting anproven ~~experienced~~hydrocarbons ~~oil~~basins ~~field~~where ~~professional~~the ~~who~~chance ~~has~~of ~~assisted~~commercial ~~many~~oil ~~internationally~~discoveries ~~known~~is ~~companies with drilling and infield engineering issues throughout the world~~high. ~~Since~~· ~~1998~~NAMG heshall ~~has~~seek ~~provided~~a ~~consulting~~good ~~services~~risk ~~to companies such as Exxon~~diversification, ~~Phillips~~both ~~Petroleum,~~geographically ~~Sun Oil~~ and ~~Texaco and most recently smaller independent operators~~geologically, ~~such as Exploration Inc., Jackson Exploration~~ and ~~Kindee~~seek ~~Oil~~farm-out ~~and~~opportunities ~~Gas.~~to Incapitalize ~~2005, he cofounded Sun Resources Texas, Inc. and currently serves~~ as ~~President,~~much ~~a position he has held since 2007. Prior to January 2005 he served~~ as ~~the~~possible ~~manager~~on ~~of all offshore operations for drilling and completion for~~ the Uassets.S. ~~Department~~· ofNAMG ~~the~~is ~~Interior,~~planning ~~Oil~~to &run ~~Gas~~multiple ~~Branch.~~parallel Heprojects ~~managed employees with various disciplines, engineers and geologists; certified all foreign offshore drilling units before they could drill~~ in USorder ~~waters; worked with the EPA~~ to ~~help~~create write regulations regarding offshore environmental concerns; and worked with the USSR Oil & Gas Department to help them refine their government leasing programs to improve oil and gas secondary recoverydiversification. ~~Prior~~· toNAMG ~~that,~~focuses heon ~~worked~~near asterm aproduction ~~drilling~~opportunities ~~engineer~~producing ~~for~~less ~~Global~~than ~~Marine~~100 ~~and~~barrels ~~a drilling manager for Peter Bowen and Cal Pacific drilling companies. Mr. Boyd received a Bachelor~~ of Science in Petroleum Engineering from Cal State Long Beach in 1973. Among the many awards and honors that Mr. Boyd received are: The Crosnick Foundation Scholarship for Petroleum Engineers; The Kellps Scholarship Award for Petroleum Engineering; and an Excellence Award from the U.S. Department of the Interior. Mr. Boyd’s background in the oil ~~and~~per ~~gas industry and his familiarity with NAMOG ‘s operations led to our conclusion that he should serve as a director in light of our business and structure~~day.

~~Cosimo Damiano - Director~~Screening

Mr. Damiano has served as a Director since November 16, 2012. Mr. Damiano has over 18 years experience in the finance industry and 12 years in the energy industry, most recently as Director of Upstream Investments for Mercuria Energy Group. He spent 8 years in Investment Banking specializing in the energy sector attaining the role of Head of Australian Oil & Gas Research for Merrill Lynch. Mr. Damiano has wide commercial and investment experience in the oil and gas industry in Australia, Asia, United States, Canada and Argentina. In his previous role with Mercuria, Mr. DamianoNAMG’s ~~duties~~management ~~primarily~~team ~~involved~~assesses ~~private~~acquisition ~~equity~~opportunities ~~investments~~ and ~~included~~utilizes ~~the~~outside ~~reporting~~consultants onto ~~Mercuria’s~~independently ~~existing~~assess ~~oil~~its ~~and~~research ~~gas investments in Canada, U.S~~ and ~~Argentina and sourcing new investments~~findings. ItThe ~~involved~~management ~~the~~team ~~reporting~~screens ~~and~~opportunities ~~monitoring~~based ofon ~~~10,000boepd of production, setting corporate and financing strategies and Board updates monitoring and evaluating~~ the ~~assets’~~following ~~performance.~~key In his previous and current roles Mr. Damiano has been periodically undertaking advisory roles for several oil and gas companies as well as energy trading companies most notably relating to, M&A advice, capital structure (debt and equity structuring), strategic planning and marketing. Mr. Damiano holds a Bachelor’s degree in Finance and Economics from Victoria University, Australia. Mr. Damiano’s background in investment banking led to our conclusion that he should serve as a director in light of our business and structure.criteria:

24Technical – assess the geological merits of the project based on reviewing existing seismic data, individual well analysis, production history and reviewing nearby analogues from similar fields. Based on the teams experience NAMG's focus is on areas its previously worked such as California, Texas, Louisiana and Alaska.

~~Employment~~Financial – ~~Agreements~~once the team has approved the project based on its technical merits, NAMG conducts thorough financial analysis of the project based on various financial assumptions and outcomes i.e. sensitivity analysis. Our screening process aims for a minimum return of 15% internal rate of return, assuming various long-term oil price and operating scenarios

WeCommercial ~~currently~~and doLegal – ~~not~~NAMG ~~have~~determines ~~employment~~the ~~agreements~~commercial and legal aspects of an acceptable transaction that includes title to ownership. At this stage NAMG utilizes outside legal counsel to assist with ~~any~~drafting ~~our~~legal ~~directors~~documentation such as Purchase and ~~executive~~Sales ~~officers~~Agreements and other related agreements (e.g. loan financing agreements).

~~Family~~Conflict ~~Relationships~~of Interest - NAMG is, on occasion, involved in offerings or project(s) that pose a conflict of interest between the Company and members of its Board of Directors or management. There is no formal written policy regarding conflicts of interest. However, the Company adheres to the following procedures:

~~There~~Any ~~are~~transactions noinvolving ~~family~~parties ~~relationships~~with ~~between~~whom ~~any~~a ofconflicting ~~our~~interest ~~directors~~may orexist ~~executive~~will ~~officers~~be ~~and~~undertaken ~~any~~only ~~other~~if ~~directors~~all orof ~~executive~~the ~~officers.~~following requirements are met:

~~Term~~1. The conflicting interest is fully disclosed; 2. The person with the conflict of ~~Office~~interest is excluded from the discussion and approval of such transaction; and 3. The board, absent any member who has a conflict of interest, has determined that the transaction is in the best interest of the organization and is just, fair and reasonable.

~~All~~The ~~directors~~Company’s ~~hold~~board ~~office for a one~~ (1)absent ~~year~~any ~~period,~~member aswho ~~dictated~~has ata ~~the~~potential ~~annual~~conflict) ~~meeting,~~determines ~~held~~whether ~~June~~a ~~20,~~conflict ~~2013~~exists and ~~have~~in ~~been~~the ~~duly~~case ~~elected~~of ~~and~~existing ~~qualified.~~conflicts, ~~Directors~~whether ~~will be elected at~~ the ~~annual~~contemplated ~~meetings~~transaction tomay ~~serve~~be ~~for~~authorized ~~one-year~~as ~~terms.~~just, ~~The~~fair, ~~Company~~and ~~does~~reasonable ~~not know of any agreements with respect~~ to the ~~election of directors~~Company. The Company has ~~not~~no ~~compensated~~contractual ~~its~~rights ~~directors~~of ~~for~~first ~~service~~refusal onwith ~~the~~any ~~Board~~members of ~~Directors~~the ofBoard ~~NAMOG or any~~ of ~~its~~Directors ~~subsidiaries~~regarding orpotential ~~any committee thereof~~opportunities. ~~Any~~Currently, ~~non-employee~~only ~~director~~one of ~~NAMOG~~our ordirectors, ~~its~~Donald ~~subsidiaries~~Boyd, is ~~reimbursed~~employed ~~for~~in ~~expenses~~a ~~incurred~~minimally ~~for~~related ~~attendance~~industry. atHe ~~meetings~~has ofbeen ~~the~~employed ~~Board~~in ofthis ~~Directors~~position ~~and~~for ~~any~~over ~~committee~~a often ~~the~~(10) ~~Board~~year ofperiod. ~~Directors,~~Such ~~although~~employment nowith ~~such~~Sun ~~committee~~Resources ~~has~~does ~~been~~not ~~established.~~presently ~~Each~~present ~~executive~~any ~~officer~~potential conflicts of ~~NAMOG~~interest. isHowever, ~~appointed~~that bymay ~~and~~change ~~serves~~in at the ~~discretion of the Board of Directors~~future.

~~None~~The President of ~~the~~NAMG, ~~officers~~Robert orRosenthal ~~directors~~commits 100% of ~~NAMOG~~his isworking ~~currently~~time anto ~~officer~~NAMG. orHowever, ~~director~~over ofthe years, Mr. Rosenthal has been involved in, and has worked as a ~~company~~consultant ~~required~~for other companies and individuals. Prior to ~~file~~2012, ~~reports~~he held paid positions with ~~the~~other ~~Securities~~oil and ~~Exchange~~gas ~~Commission~~firms. But since signing on with NAMG in May 2012, ~~other~~Mr. ~~than~~Rosenthal ~~NAMOG~~presents all of the projects of which he becomes aware to the Management Acquisition, Exploration and Appraisal team of NAMG to identify the projects suitability for further investigation from the Company. If the project does not fit the criteria NAMG requires the project is no longer considered a viable consideration by NAMG.

~~Involvement~~NAMG does not have a formal written policy regarding (i) the amount of time each member of the management team must spend on NAMG business nor (ii) the granting of a right of first refusal to NAMG of any potential opportunities. Furthermore, NAMG’s By-laws do not address either of the above. Due to this, it is possible that one, or more, of the management team, from time to time, may provide services to alternate business activities and companies or dedicate some of their time to such ventures. This would allow for less time to be committed to NAMG and may cause us to lose opportunities which may have an adverse effect on our shareholders. Additionally, this could allow management to present potential opportunities elsewhere in ~~Certain~~the ~~Legal~~future, ~~Proceedings~~thereby causing NAMG to lose out on potential revenue. Finally, the lack of formally addressing these situations could open NAMG up to future litigation.

Toat ~~the~~risk best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for ~~matters that were dismissed without sanction or settlement.~~:

251. Potential losses to the Company 2. Potential litigation. 3. We may lose the services of one or all members of our management team or such members may present potentially profitable opportunities to other companies; and

~~Director~~Code ~~independence~~of Ethics

~~Currently,~~We ~~the~~have ~~majority~~not adopted a Code of ~~the~~Ethics ~~board~~but expect to adopt a Code of ~~NAMOG~~Ethics isin 2015 and will post such code to our website. The Company did not ~~considered~~adopt ~~“independent”~~a ~~board~~Code ~~members~~of Ethics in 2014 due to Board changes, and lack of adequate time to review this process.

~~Board meetings and committees; annual meeting attendance~~19

InIndemnification ~~2013 the Board~~ of ~~Directors~~Executive ~~held~~Officers ~~at least one board meeting per month to discuss operations~~ and ~~various management issues.~~Directors

~~Nicholas~~The ~~Petri~~Nevada ~~resigned~~Revised asStatutes apermits ~~Director~~indemnification of ~~the~~directors, ~~Company~~officers, ~~effective~~and asemployees of ~~April~~corporations 5,under ~~2013.~~certain Mrconditions subject to certain limitations. ~~Petri~~In ~~confirmed~~the event that hea ~~had~~claim nofor ~~disagreement~~indemnification (other than the payment by us of expenses incurred or paid by our directors and officers in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the ~~Company~~securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is appropriate and will be governed by the final adjudication of such issue.

OnInsofar ~~June~~as ~~10,~~indemnification ~~2013~~for ~~the~~liabilities ~~Company~~arising ~~held~~under ~~its~~the ~~first~~Securities ~~annual~~Act ~~meeting.~~of ~~Proxies~~1933 ~~were~~may ~~not~~be ~~solicited~~permitted to directors, asofficers aand ~~majority~~controlling ofpersons ~~shareholder~~pursuant ~~votes~~to the foregoing provisions, 30or otherwise,~~200,000,~~ ~~were~~we ~~given~~have ~~approving~~been advised that in the ~~following:~~opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

1)Item ~~By unanimous vote the shareholders elected Robert Rosenthal, Donald Boyd, Gregory Renwick and Cosimo Damiano as members of the Board of Directors~~11. ~~Each~~Executive ~~Director will serve for a one-year term~~Compensation.

2The objective of the Company’s compensation program for its officers is to maintain a level of corporate and operational management within the day-to-day requirements of the Company. Up until the Agreement and Plan of Merger (the “Merger”), Byby ~~unanimous~~and ~~vote~~among the ~~shareholders~~Company, ~~approved~~Lani Acquisition, LLC, a Nevada limited liability company on November 16, 2012, the ~~Executive~~Company ~~Officer’s~~had not issued any amount for cash compensation, as it was registered and operated as a shell company. On November 15, 2012, NAMG established salaries and payroll for four salaried employees, and one hourly employee.

3)The Bysalaries ~~unanimous~~for ~~vote~~each Officer and Manager was determined by the ~~shareholders~~Chief ~~approved~~Executive Officer of the Company, along with advice of Director Cosimo Damiano (prior to ~~vote~~becoming ~~once~~the ~~every~~Chief ~~three~~Financial ~~years~~Officer). ~~for~~In yearly reviews, the ~~advisory~~Officers ~~vote~~of onthe ~~Executive~~Company ~~Compensation~~have found the compensation to be comparable to other oil and gas companies of similar size.

4)Rob ByHoar ~~unanimous~~and ~~vote~~Donald ~~the~~Boyd ~~shareholders~~terminated ~~ratified~~employment March 31, 2013 and signed Consulting Agreements with the ~~appointment~~Company offor ~~Independent~~$5,000 ~~auditors~~per ~~Eide~~month ~~Bailly~~in ~~LLP~~ongoing consulting services. These agreements ran through November 30, 2014. Any services required by Mr. Hoar and Mr. Boyd will be conducted upon agreement by the Company on an ongoing basis.

~~Gregory~~The ~~Renwick~~material ~~resigned~~terms asof ~~Director~~Mr. ofHoar's ~~the~~consulting ~~Company~~agreement, ~~effective~~signed asApril of5, ~~December~~2014 6is to provide NAMG geological/geophysical consulting on an ongoing basis for all prospects, ~~2013~~including new acquisitions, and existing prospects. Mr. ~~Renwick~~Hoar ~~confirmed~~will ~~that~~analyze hedata, ~~had~~assist noin ~~disagreements~~determining ~~with~~drill ~~the~~sites, ~~Company~~new acquisition prospects. Mr. Hoar’s monthly set fee is $5,000 per month.

The ~~Company~~material ~~does~~terms ~~not~~of ~~have~~Mr. aBoyd’s ~~standing~~consulting ~~audit~~agreement, ~~nominating~~signed April 5, 2014 is to provide NAMG operational management consulting on an ongoing basis for all prospects, including new acquisitions, and ~~compensation~~existing ~~committee~~prospects. ofMr. ~~the~~Boyd ~~board~~will oversee any permitting, drilling, plug and abandoning, Division of ~~directors~~Oil, orGas ~~committees~~and ~~performing~~Geothermal ~~similar~~Resources ~~functions~~reporting, and analysis of new and existing acquisitions in determining drill sites. My. Boyd’s monthly set fee is $5,000 per month.

~~Nominating Committee~~20

The ~~Company~~following ~~does~~table ~~not~~sets ~~have~~out ~~a separately designated nominating committee. The Company does not have such a committee because we currently believe that given our small size,~~ the ~~fact~~compensation ~~that~~received afor ~~majority of~~ the ~~members~~fiscal ofyears ~~our~~ended ~~Board~~December ~~are~~31, ~~not~~2014, ~~currently considered “independent~~2013,” and ~~because~~2012 noin ~~Company~~respect ~~securities~~to ~~are~~each ~~traded~~of onthe aindividuals ~~stock~~who ~~exchange,~~served ~~that~~as ~~such a committee is not currently necessary. Unless and until~~ the Company’s ~~establishes~~chief aexecutive ~~separate~~officer ~~nominating~~at ~~committee,~~any ~~when~~time aduring ~~board vacancy occurs,~~ the ~~remaining~~last ~~board~~fiscal ~~members~~year, ~~will~~as ~~participate~~well inas ~~deliberations concerning director nominees. In~~ the ~~future the~~ Company’s ~~may~~most ~~determine~~highly ~~that~~compensated itexecutive isofficers ~~appropriate~~and totwo ~~designate~~individuals anot ~~separate~~holding ~~nominating~~an ~~committee~~executive ofofficer ~~the board of directors comprised solely of independent directors.~~position:

ToSUMMARY ~~date,~~COMPENSATION ~~the Board of Directors has not adopted a formal procedure by which stockholders may recommend nominees to the board of directors.~~TABLE

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation			Non-Qualified Deferred Plan Compensation		All Other Compensation		Total

Robert Rosenthal ⁽¹⁾	2014	$	160,000		-		-		-	$				-		-	$	160,000
	2013	$	160,000		-		-		-	$				-		-	$	160,000
	2012	$	20,000		-		-		-	$				-		-	$	20,000

Linda Gassaway ⁽¹⁾	2014	$	90,000		-		-		-	$				-		-	$	90,000
	2013	$	120,000		-		-		-	$	287,625	⁽²⁾		-		-	$	407,625
	2012	$	15,000		-		-		-	$				-		-	$	15,000

Rob Hoar ⁽¹⁾	2014	$	55,000		-		-		-	$				-		-	$	55,000
	2013	$	40,000		-		-		-	$				-		-	$	40,000
	2012	$	20,000		-		-		-	$				-		-	$	20,000

Donald Boyd ⁽¹⁾	2014	$	55,000		-		-		-	$				-		-	$	55,000
	2013	$	40,000		-		-		-	$				-		-	$	40,000
	2012	$	20,000		-		-		-	$				-		-	$	20,000

Cosimo Damiano ⁽¹⁾	2014		-		-		-		-	$				-		-		-
	2013		-		-		-		-	$				-		-		-
	2012		-		-		-		-	$				-		-		-

~~Audit Committee~~_______________

The Company does not have a separately designated audit committee. Instead, the entire Board acts as the Company’s audit committee. Consequently the Company has designated Cosimo Damiano as the audit committee financial expert and chair for this committee.

(1)	Mr. Rosenthal, Ms. Gassaway, Mr. Hoar and Mr. Boyd began employment on November 15, 2012. Cosimo Damiano commenced engagement as the Chief Financial Officer on November 1, 2014 and no fees have been paid to Cosimo Damiano through December 31, 2014.
(2)	The Company awarded Linda Gassaway, Chief Financial Officer, 500,000 shares of stock options on April 1, 2013. The restricted stock options were offered at an exercise price of $.80 per share, with a volatility of 255.02%, risk free interest rate of .78%, and expected term of five years. The options will vest one year from date of grant.

Equity Compensation ~~Committee~~Plan Information - Employment Agreements

The Company’s ~~does~~policy ~~not~~is ~~have~~to anot ~~standing~~establish ~~compensation~~employment ~~committee~~agreements, orand ~~committee~~no ~~performing~~employment ~~similar~~agreements ~~functions.~~were ~~The~~in ~~company~~place ~~currently~~on ~~believes~~December ~~that~~31, ~~given~~2014 ~~our~~or ~~small~~through ~~size,~~the adate ~~compensation~~of ~~committee~~this ~~is not warranted~~report.

~~Shareholder~~Option ~~communications~~Exercises and Stock Vested Table

The Company ~~does~~entered ~~not~~into ~~have~~ a ~~process~~contract ~~for~~with ~~security~~PacSeis ~~holders~~Inc. todated ~~send~~February ~~communications~~26, 2013 to ~~the~~purchase ~~board~~37 square miles of ~~directors~~seismic ~~due~~data tocovering the ~~fact~~Tejon ~~that~~Extension ~~minimal~~Prospect ~~securities~~and ~~are~~the ~~traded~~Tejon onMain Prospect. The agreement between parties was to license this data for a cash fee of $125,000 and 350,000 restricted stock ~~exchange~~options at an exercise price of $.70 per share.

~~Board~~The ~~Leadership~~fair ~~structure~~value ~~and~~of ~~role~~the inoption grants were estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 255.02%, risk ~~oversight~~free interest rate of 0.78%; and expected term of five years.

~~Mr.~~The ~~Rosenthal,~~Company ~~who~~awarded ~~acts~~Linda asGassaway, ~~President and~~ Chief ~~Executive~~Financial Officer, ~~Secretary~~500,000 ~~and~~shares ~~Chairman~~ of ~~the~~stock ~~Board~~options ofon ~~Directors~~April 1, ~~leads~~2013. ~~the~~The ~~current~~restricted ~~board~~stock ofoptions ~~directors~~were ofoffered ~~the~~at ~~company.~~an ~~The~~exercise ~~Chief~~price ~~Financial~~of ~~Officer,~~$.80 ~~Linda~~per ~~Gassaway~~share, ~~acts~~with asa ~~Treasurer~~volatility ~~for~~of ~~the Company~~255.02%, ~~Board~~risk ~~leadership~~free ~~follows~~interest ~~the~~rate ~~guidelines~~of in.78%, ~~COSO’s~~and ~~Enterprise~~expected ~~Risk~~term ~~Management~~of –five ~~Integrated~~years. ~~Framework~~The ~~model~~options ~~for~~will isvest ~~risk~~one ~~oversight~~year ~~assessments~~from date of grant.

~~Code of Ethics~~21

WeNORTH ~~have~~AMERICAN ~~not~~OIL ~~adopted~~& aGAS ~~Code of Ethics but expect to adopt a Code of Ethics in 2014 and will post such code to our website~~CORP. ~~The Company did not adopt a Code of Ethics in 2013 due to Board changes, and lack of adequate time to review this process.~~

~~Item~~Options ~~11. Executive Compensation.~~Outstanding

~~The~~A ~~objective~~summary of the Company’s ~~compensation~~stock ~~program~~option, ~~for~~warrant ~~its~~activity ~~officers is to maintain a level of corporate~~ and ~~operational~~related ~~management~~information ~~within~~is ~~the day-to-day requirements of the Company. Up until the Merger and Acquisition of November 16, 2012, the Company had not issued any amount for cash compensation,~~ as ~~it was registered and operated as a shell company. On November 15, 2012, NAMOG established salaries and payroll for four salaried employees, and one hourly employee.~~follows:

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2014 ⁽¹⁾		850,000		8.80	$	0.76
Granted Options		-
Exercised		-
Cancelled/Expired		-
Outstanding at December 31, 2014		850,000

Vested and Exercisable at December 31, 2014		850,000		7.80	$	0.76

The following table sets out the compensation received for the fiscal years December 31, 2013, 2012, and 2011 in respect to each of the individuals who served as the Company’s chief executive officer at any time during the last fiscal year, as well as the Company’s most highly compensated executive officers and two individuals not holding an executive officer position:______________

~~SUMMARY~~(1) ~~COMPENSATION~~Includes ~~TABLE~~350,000 options granted to PacSeis February 18, 2013 at an exercise price of $.70 per share, and options granted to Linda Gassaway, Chief Financial Officer of NAMG April 1, 2013 for an exercise price of $.80 per share.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards			Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Plan Compensation		All Other Compensation		Total
Robert Rosenthal(1)	2013	$	160,000	$	-	$	-	$	-		$	-	$	-	$	-	$	160,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Linda Gassaway(1)	2013	$	120,000	$	-	$	-	$	287,625	(2)	$	-	$	-	$	-	$	407,625
	2012	$	15,000	$	-	$	-	$	-		$	-	$	-	$	-	$	15,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Rob Hoar (1)	2013	$	40,000	$	-	$	-	$	-		$	-	$	-	$	-	$	40,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Donald Boyd (1)	2013	$	40,000	$	-	$	-	$	-		$	-	$	-	$	-	$	40,000
	2012	$	20,000	$	-	$	-	$	-		$	-	$	-	$	-	$	20,000
	2011	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-

~~(1)~~NORTH ~~Mr.~~AMERICAN ~~Rosenthal,~~OIL ~~Ms.~~& ~~Gassaway,~~GAS MrCORP. ~~Hoar and Mr. Boyd began employment on November 15, 2012.~~

~~(2)~~Warrants The Company awarded Linda Gassaway, Chief Financial Officer, 500,000 shares of stock options on April 1, 2013. The restricted stock options were offered at an exercise price of $.80 per share, with a volatility of 255.02%, risk free interest rate of .78%, and expected term of five years. The options will vest one year from date of grant.Outstanding

Equity Compensation Plan Information - Employment Agreements

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2014 (1)		196,618		3.00	$	1.01
Granted Warrants (2)		650,000		3.00	$	0.36
Exercised		-				-
Cancelled/Expired		-				-
Outstanding at December 31, 2014		846,618				-

Vested and Exercisable at December 31, 2014		846,618		2.35	$	0.37

~~The Company’s policy is to not establish employment agreements, and no employment agreements were in place on December 31, 2013 or through the date of this report.~~______________

~~Option~~(1) ~~Exercises~~Under a Purchase and Sale Agreement with Oel und Erdgazforshung AG ("OUE"), A Nevis Corp. dated October 16, 2013 the Company issued 246,914 shares of Common Stock, ~~Vested~~and ~~Table~~96,618 warrants with an exercise price of US $1.04 determined by a formula of a 15% premium to the previous day closing stock price for an aggregate sum of $200,000. Under a Purchase and Sale Agreement with OEG dated December 6, 2013 the Company issued 261,438 shares of Common Stock, and 100,000 warrants with an exercise price of US $.98 for an aggregate sum of $200,000.

~~The~~(2) ~~Company~~On ~~entered~~January ~~into~~27, a2014, ~~contract~~the ~~with~~Company ~~PacSeis~~entered ~~Inc.~~into ~~dated~~a ~~February~~Stock ~~26,~~Purchase ~~2013~~Agreement towith ~~purchase~~Oel 37und ~~square~~Erdgazforshung ~~miles~~AG, ofa ~~seismic~~German ~~data~~Corporation, ~~covering~~for the ~~Tejon~~sale ~~Extension Prospect~~ and ~~the~~issuance ~~Tejon~~of ~~Main~~854,701 ~~Prospect.~~shares ~~The~~of ~~agreement~~the ~~between~~Company’s ~~parties~~common ~~was~~stock ~~to license this data~~ for a ~~cash~~purchase ~~fee~~price of $~~125~~200,000, and ~~350~~warrants to purchase an aggregate of 100,000 ~~restricted~~shares ~~stock~~of ~~options~~Common Stock, at an exercise price of $.7030 per share. The Warrants are exercisable immediately and expire January 27, 2017.

~~The~~On ~~fair~~March ~~value~~28, of2014, the ~~option~~Company ~~grants~~entered ~~were~~into ~~estimated~~a onStock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the ~~date~~sale and issuance of 694,444 shares of the ~~grant~~Company’s ~~using~~common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants are exercisable immediately and expire March 28, 2017. (3) On August 12, 2014 the ~~Black-Scholes~~Company ~~option-pricing~~entered ~~model~~into a Convertible Promissory Note with WHC Capital, LLC. (“WHC”). The Convertible Promissory Note provides the ~~following~~Company ~~weighted~~with ~~average~~a ~~assumptions:~~note ~~expected~~in ~~volatility~~the principal amount of ~~255~~$210,000.~~02%~~ The net proceeds the Company received was $135,000 ~~risk~~as ~~free~~$60,000 ~~interest~~of ~~rate~~Original Issue Discount and a financing fee of 0$15,000 was netted out from the total principal.~~78%;~~ The Convertible Promissory Note matures on February 11, 2015, and ~~expected~~the ~~term~~Company shall make monthly instalments of ~~five~~$25,000, ~~years~~commencing September 11, 2014, with the balance due at maturity. The WHC note was issued with 500,000 warrants, expiring thirty-six months from the execution of the warrant agreement are exercisable into 500,000 common shares of the Company’s Common Stock at $.15 per share.

The Company awarded Linda Gassaway, Chief Financial Officer, 500,000 shares of stock options on April 1, 2013. The restricted stock options were offered at an exercise price of $.80 per share, with a volatility of 255.02%, risk free interest rate of .78%, and expected term of five years. The options will vest one year from date of grant.23

28The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in the period presented:

A summary of the Company’s stock option, warrant activity and related information is as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Risk-free interest rate (1)		1.65		1.75
Expected life (in years) (2)		5		3.625
Expected volatility (3)		157.03		225.02
Dividend yield		-		-
Weighted-average estimated fair value of options granted during the period		0.76		0.795

~~NORTH AMERICAN OIL & GAS CORP.~~____________

Options Outstanding

(1)	The Risk Free Rate is a 5 Year Treasury rate.
(2)	The expected life (in years) is based on the simplified method: Expected term = ((vesting term + original contractual term)/2).
(3)	The expected volatility is based on the volatility weighted average of stock options

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2013		-
Granted Options(1)		850,000		5.00		0.76
Exercised		-				-
Cancelled/Expired		-				-
Outstanding at December 31, 2013		850,000				-
Vested and Exercisable at December 31, 2013		350,000			$	0.70

During the year ended December 31, 2013, the Company recorded stock-based compensation of $276,269 as general and administrative expenses, and G & G Services. At December 31, 2013 the weighted average remaining life of the stock options is 4.25 years. The unamortized amount of stock-based compensation at December 31, 2013 was $92,090. This remaining cost was expensed in the first quarter of 2014.

~~(1)~~Warrant ~~Includes~~Grants ~~350,000~~During ~~options~~2014 ~~granted to PacSeis February 18, 2013 at an exercise price of $.70 per share,~~ and ~~options granted to Linda Gassaway, Chief Financial Officer of NAMG April 1,~~ 2013 ~~for~~Fiscal ~~an exercise price of $.80 per share.~~Years

~~NORTH~~On ~~AMERICAN~~January ~~OIL~~27, &2014, ~~GAS~~the ~~CORP~~Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 854,701 shares of the Company’s common stock for a purchase price of $200,000, and warrants to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $.30 per share. The Warrants are exercisable immediately and expire January 27, 2017.

On March 28, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 694,444 shares of the Company’s common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants ~~Outstanding~~are exercisable immediately and expire March 28, 2017.

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2013		-
Granted Warrants (1)		196,618		3.00	$	1.01
Exercised		-				-
Cancelled/Expired		-				-
Outstanding at December 31, 2013		196,618				-
Vested and Exercisable at December 31, 2013		196,618			$	1.01

On October 16, 2013, North American Oil & Gas Corp. (1the “Company”) ~~Under~~finalized a Stock Purchase ~~and Sale~~ Agreement ~~with~~ Oel und Erdgazforshung AG (~~"OUE"~~the “Investor”), Arelating ~~Nevis~~to ~~Corp.~~the ~~dated~~sale ~~October~~and ~~16,~~issuance ~~2013~~of ~~the~~an ~~Company issued~~ 246,914 shares of ~~Common~~the ~~Stock,~~Company’s ~~and~~common 96stock,~~618~~ ~~warrants~~par ~~with~~value ~~an exercise price of US~~ $10.04001 ~~determined~~per byshare ~~a formula of a 15% premium to~~ (the ~~previous~~“Common ~~day~~Stock”), ~~closing stock price~~ for ana ~~aggregate~~purchase ~~sum~~price of $200,000., ~~Under a Purchase~~ and ~~Sale~~warrants ~~Agreement~~(the ~~with~~“October ~~OEG~~Warrants”) ~~dated~~to ~~December~~purchase 6,an ~~2013~~aggregate ~~the~~of ~~Company issued 261~~96,~~438~~618 shares of Common Stock, ~~and~~at ~~100,000 warrants with~~ an exercise price of US $1.9804 ~~for~~per ~~an aggregate sum of $200,000~~share.

29The October Warrants are exercisable immediately and expire October 10, 2016. The October Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each October Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

	Twelve Months Ended December 31, 2013		Year Ended December 31, 2012
Risk-free interest rate(1)		1.14		-
Expected life (in years)(2)		3.625		-
Expected volatility(3)		225.02		-
Dividend yield		-		-
Weighted-average estimated fair value of options granted during the period		0.795		-

Effective December 1, 2013, the Company entered into a letter agreement (the “O&E Agreement”) with Oel und Erdgazforshung AG, a Nevis Corporation (the “Investor”), relating to the sale and issuance of Common Stock, and warrants (the “December 1st Warrants”).

The O&E Agreement stipulates that the Investor will purchase the Common Stock in up to five (35), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals. The ~~expected~~quantity ~~volatility~~of isCommon Stock issued, per tranche, will be determined based on a ten percent (10%) discount of the ~~volatility~~previous ~~weighted~~day ~~average~~closing price of ~~stock~~the ~~options~~Common Stock. With each tranche, 100,000 December 1st Warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

During the twelve months ended December 31, 2013, the Company recorded stock-based compensation of $276,269 and $243,955, respectively, as general and administrative expenses, and G & G Services. At December 31, 2013 the weighted average remaining life of the stock options is 4.25 years. The unamortized amount of stock-based compensation at December 31, 2013 was $92,090. This remaining cost will be expensed in the first quarter of 2014.24

~~Warrant~~The ~~Grants~~December ~~During~~1st ~~2013~~Warrants will be exercisable immediately upon issuance and ~~2012~~expire ~~Fiscal~~three ~~Years~~(3) years from issuance date. The December 1st Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 1st Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications.

On ~~October~~December 166, 2013, ~~North American Oil & Gas Corp. (~~the “Company”) ~~finalized~~executed athe ~~Stock~~second ~~Purchase~~tranche ~~Agreement~~of (the “O&E Agreement”) ~~Oel~~with ~~und Erdgazforshung AG (~~the “Investor”), relating to the sale and issuance of ~~an 246~~261,~~914~~438 shares of the ~~Company’s common stock, par value $0.001 per share (the “~~Common Stock”), for a purchase price of $200,000, and warrants (the “December 6th Warrants”) to purchase an aggregate of 96100,~~618~~000 shares of Common Stock, at an exercise price of $10.0498 per ~~share (the “Offering”)~~warrant.

The December 6th Warrants are exercisable immediately and expire ~~October~~December 106, 2016. The December 6th Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 6th Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

30Outstanding Equity Awards At Fiscal year-End

~~Effective~~The ~~December 1, 2013, North American Oil & Gas Corp. (the “~~Company”) ~~entered~~has ~~into~~not aissued ~~letter~~any ~~agreement~~equity ~~(the~~awards ~~“Agreement”)~~during ~~with~~fiscal ~~Oel~~years ~~und Erdgazforshung AG~~2014, ~~a Nevis Corporation (the “Investor”)~~2013, ~~relating to the sale~~ and ~~issuance of the Company’s common stock, par value $0~~2012.~~001 per share (the “Common Stock”), and warrants (the “Warrants”).~~

~~The~~Director’s Agreement stipulates that the Investor will purchase the Common Stock in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals (the “Offering”). The quantity of Common Stock issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.Compensation

~~The~~On ~~warrants~~February ~~will~~1, be2013 ~~exercisable~~the ~~immediately~~Company ~~upon~~entered ~~issuance~~into ~~and~~a ~~expire~~twelve ~~three~~month Consultancy Agreement (3“Agreement”) ~~years~~with ~~from~~Cosimo ~~issuance date. The warrants are exercisable~~Damiano, ~~at the option of the holder~~Director, ~~in whole or in part by delivering~~ to ~~the~~act ~~Company~~as a ~~duly~~financial ~~executed~~adviser ~~exercise notice accompanied by payment in full~~ for the ~~number~~Company ofincluding ~~shares~~on ofa ~~Common~~potential ~~Stock~~merger ~~purchased~~and ~~upon~~acquisition ~~such~~transactions ~~exercise.~~and ~~The~~other ~~exercise~~matters, ~~price~~along ~~and~~with ~~the~~other ~~number~~services ofas ~~shares~~agreed ofbetween ~~Common~~the ~~Stock~~Company ~~purchasable~~and ~~upon~~ the ~~exercise~~Mr. ofDamiano. ~~each~~The ~~warrant~~Agreement ~~are~~is ~~subject~~for to$60,000 ~~adjustment~~billed in ~~the event of stock dividends~~$5,000 ~~distributions,~~increments ~~splits,~~over ~~and~~a ~~reclassifications~~twelve-month period.

On ~~December~~April 65, 2013, the Company ~~executed~~entered ~~the~~into ~~second~~an ~~tranche~~Independent ofContractor ~~the~~Agreement (“Agreement”) with ~~the~~Donald ~~Investor,~~Boyd ~~relating~~(Director). toThis ~~the~~Agreement ~~sale~~is ongoing and ~~issuance~~provides offor ~~261,438~~consulting ~~shares~~services offrom ~~the~~Mr. ~~Company’s~~Boyd ~~common~~regarding ~~stock,~~ongoing ~~par~~operations ~~value~~of ~~$0.001 per share (~~the ~~“Common~~Company. ~~Stock”),~~The ~~for~~Agreement provides a ~~purchase~~fixed ~~price~~monthly fee of $~~200~~5,000,. ~~and~~This ~~warrants~~Agreement ~~(the~~was ~~“Warrants”)~~extended tothrough ~~purchase~~November ~~an aggregate of 100~~30,~~000~~ ~~shares~~2014 ofand ~~Common~~not ~~Stock, at an exercise price of $0~~renewed.~~98 per warrant.~~

The ~~Warrants~~following ~~are~~table ~~exercisable~~sets ~~immediately~~forth ~~and expire December 6, 2016. The Warrants are exercisable, at~~ the ~~option~~Company’s offees ~~the~~and ~~holder,~~compensation inpaid ~~whole~~ or inearned ~~part~~ by ~~delivering~~directors ~~to the Company a duly executed exercise notice accompanied by payment in full~~ for the ~~number~~fiscal ofyears shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends2014, ~~distributions,~~2013 ~~splits,~~ and ~~reclassifications~~2012. ~~The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.~~

~~Outstanding~~DIRECTORS ~~Equity Awards At Fiscal year-End~~COMPENSATION

The company has not issued any equity awards during fiscal years 2013, 2012, and 2011.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Plan Compensation		All Other Compensation		Total

Donald Boyd(1)	2014	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2013	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-

Cosimo Damiano(2)	2014	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2013	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-

Robert Rosenthal	2014	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2013	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-		-	$	-	$	-	$	-	$	-

~~Director’s Compensation~~____________

The following table sets forth the Company’s fees and compensation paid or earned by directors for the fiscal years 2013, 2012 and 2011.

(1)	Donald Boyd is a Director, and as of April 1, 2013 paid as a consultant for the Company. He earned $40,000 from January 1, 2013 through March 31, 2013 as a salaried employee.
(2)	Cosimo Damiano is a Director, and is paid for his consulting services for NAMG at $5,000 per month per Consultant Agreement dated February 1, 2013 and is effective through December 31, 2013. In 2014, Mr. Damiano became the Chief Financial Officer of the Company.

31The Board of Directors has received no compensation for their roles on the Board. They have not earned fees, stock awards, option awards, or non-equity incentive plan compensation.

~~DIRECTORS COMPENSATION~~25

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Plan Compensation		All Other Compensation		Total
Donald Boyd(1)	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Cosimo Damiano(2)	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Robert Rosenthal	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2012	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2011	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~(1)~~Beneficial ~~Donald~~Ownership ~~Boyd~~of ismore athan ~~Director,~~5% ~~and as~~ of ~~April~~any 1,class ~~2013~~of ~~paid~~NAMG’s asvoting ~~a consultant for the company~~securities. ~~He earned $40,000 from January 1, 2013 through March 31, 2013 as a salaried employee.~~

~~(2)~~As ~~Cosimo~~of ~~Damiano~~April is28, a2015, ~~Director~~the Company had 107,076,138 shares of its common stock issued and isoutstanding. ~~paid~~The ~~for~~following ~~his~~table ~~consulting~~sets ~~services~~forth ~~for~~the ~~NAMOG~~beneficial atownership ~~$5,000~~of ~~per~~the ~~month~~Company’s ~~per~~common ~~Consultant~~stock ~~Agreement~~as ~~dated~~of ~~February~~April 128, ~~2013~~2015 ~~and~~by each person who is ~~effective~~known ~~through~~to ~~December~~have ~~31,~~beneficial ~~2013.~~ownership of more than 5% of any class of NAMG’s voting securities:

The Board of Directors has received no compensation for their roles on the Board. They have not earned fees, stock awards, option awards, or non-equity incentive plan compensation.

Title of Class	Name and address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		(A) Sole Voting power, (B) shared voting power (C) sole investment power, (D) shared investment power	Percent of CommonStock (1)
Common Stock	ASPS Energy Investments Ltd.(2)		12,967,257	Robert Rosenthal (A)		12.1	%
	701 E. Santa Clara Street
	Ventura, CA 93001

Common Stock	Donald Boyd		10,285,605	Donald Boyd (A)		9.6	%
	701 E. Santa Clara Street
	Ventura, CA 93001

Common Stock	Robert Kerry Hoar		19,020,000	Robert K. Hoar (A)		17.8	%
	701 E. Santa Clara Street
	Ventura, CA 93001

Common Stock	Robert Rosenthal		2,791,667	Robert Rosenthal		2.6	%
	701 E. Santa Clara Street
	Ventura, CA 93001

32_____________

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(1)	NAMG has 107,076,138 shares of common stock issued and outstanding. As of April 28, 2015 no stock is held under warrant or security.
(2)	Shares held indirectly in ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Robert Rosenthal.

~~Beneficial~~Security Ownership of ~~more than 5% of any class of NAMOG’s voting securities~~Management.

~~As of March 24, 2014, the Company had 61,114,602 shares of its common stock issued and outstanding.~~ The following table sets forth the beneficial ownership of the Company’s common stock as of ~~March~~April 2428, ~~2014~~2015 by each ~~person~~executive ~~who~~officer isand ~~known~~director toand ~~have~~the ~~beneficial~~directors ~~ownership~~and ofexecutive ~~more~~officers ~~than 5%~~ of ~~any~~the ~~class~~Company ofas ~~NAMOG’s~~a ~~voting securities~~group:

Title of Class	~~Name and address of Beneficial Owner (1)~~	~~Amount~~Name and ~~Nature~~address of Beneficial ~~Ownership~~Owner (1)	~~Percent of Common Stock (1)~~	Amount and Nature of Beneficial Ownership		Percent ofCommon Stock(1)
Common Stock	~~ASPS Energy Investments Ltd.~~	~~8,100,000~~Robert Rosenthal (2) (4)	~~13.31%~~		15,758,924		14.7	%
	56 E. Main Street Suite 202
Common Stock		Donald Boyd (3) (4)			10,285,605		9.6	%
	Ventura, CA 93001 (2)
Common Stock		Cosimo Damiano			3,491,667		3.2	%
Common Stock	~~Donald Boyd~~	~~7,493,938~~All Officers and Directors as a Group	~~12.31%~~		29,536,196		27.6	%
	56 E. Main Street Suite 202
	Ventura, CA 93001
Common Stock	East West Petroleum Corp.	5,000,000	8.22%
	Suite 1210 – 1095 West Pender Street
	Vancouver, BC V6E 2M6
Common Stock	Robert Kerry Hoar	8,100,000	13.31%
	56 E. Main Street Suite 202
	Ventura, CA 93001
Common Stock	Cede & Co.	26,967,062	44.30%
	PO Box 20
	Bowling Green Station
	New York, NY 10004

~~(2) Shares held indirectly in ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Robert Rosenthal.~~______________

Security Ownership of Management.

(1)	NAMG has 107,076,138 shares of common stock issued and outstanding as of April 28, 2015. No stock is held under warrant, or security.
(2)	Shares held by ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Robert Rosenthal. No shares are held as security.
(3)	No shares are held as security.
(4)	333,333 shares were transferred to a non-related third party in January 2015.

~~The~~Security ~~following~~Ownership ~~table sets forth the beneficial ownership~~ of ~~the~~Certain ~~Company’s~~Beneficial ~~common stock as of March 24, 2014 by each executive officer and director and the directors and executive officers of the Company as a group:~~Owners

Title of Class	Name and address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)
Common Stock	Robert Rosenthal (2)		8,100,000		13.308	%
Common Stock	Donald Boyd (3)		7,493,938		12.312	%
Common Stock	All Officers and Directors as a Group		15,593,938		25.62	%

As of April 28, 2015, the Company is not aware of any persons that beneficially own more than 5% of its outstanding common stock who is not listed in the above referenced tables.

~~(1)~~Change ~~NAMOG~~in ~~has~~Control ~~61,114,602 shares of common stock issued and outstanding as of March 24, 2014. No stock is held under warrant, or security.~~Arrangements

~~(2)~~As ~~Shares~~of ~~held~~April by28, ~~ASPS Energy Investments Ltd.~~2015, ~~voting~~there ~~and~~are ~~investment~~no ~~control~~arrangements ofthat ~~which~~would isresult ~~held~~in bya ~~Mr.~~change ~~Robert~~in ~~Rosenthal.~~control Noof ~~shares~~the ~~are held as security~~Company.

~~(3) No shares are held as security.~~26

33Equity Compensation Plan Information

~~Security~~The ~~Ownership~~following oftable ~~Certain~~sets ~~Beneficial~~forth ~~Owners~~all compensation plans including individual compensation arrangements) under which the company’s equity securities may be issued.

AsEQUITY ofCOMPENSATION ~~March~~PLAN ~~24, 2014, the Company is not aware of any persons that beneficially own more than 5% of its outstanding common stock who is not listed in the above referenced tables.~~INFORMATION

Change in Control Arrangements

Plan category	Number of securities to be 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		2,000,000	$	0.56		303,382
Equity compensation plans not approved by security holders		-				-
Total		2,000,000	$	0.56		303,382

~~As of March 24, 2014, there are no arrangements that would result in a change in control of the Company.~~______________

~~Equity~~(1) ~~Compensation~~At ~~Plan~~December ~~Information~~31, 2014 there were 850,000 stock option shares issued, and 846,618 warrants issued, leaving 303,382 available for issuance.

~~EQUITY~~Particular ~~COMPENSATION PLAN INFORMATION~~Transactions

Plan category	Number of securities to be 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		2,000,000	$	0.80		953,382
Equity compensation plans not approved by security holders		-		-		-
Total		2,000,000	$	0.80		953,382

On July 23, 2014, the Company entered into a short-term promissory note (the “Note”) with ASPS Energy Investments Ltd., a company whose voting and investment control is held by Mr. Robert Rosenthal, the Company’s President and Chief Executive Officer. The Note is for a principal amount of $20,000, bears interest at the rate of 4% per annum, and is payable on or before August 26, 2014. The proceeds from the Note will be used for the Company’s general business purposes. This amount remains outstanding as of December 31, 2014, and the Company has accrued $355 in interest on this note through December 31, 2014. On March 17, 2015 the Company entered into an agreement with ASPS for the conversion of the outstanding principal excluding interest charges to be converted into 5,000,000 Common Shares at $0.004 per share. Separately on March 17, 2015 the Company entered into an agreement with Mr. Rosenthal to convert $11,167 of outstanding Salary fees into 2,791,667 Common Shares based on a conversion price of $0.004 per share.

(On April 1), At2013 ~~December~~Donald 31Boyd, ~~2013~~Operations ~~there~~Manager, ~~were~~and ~~850~~Robert Skerry Hoar, Managing Geologist, agreed to termination of services as full time employees, and signed Consulting Agreement contracts with the Company this same date. Each individual contract stipulates $5,000 ~~stock~~per ~~option~~month ~~shares~~fixed ~~issued~~compensation for consulting services in the ongoing operations of NAMG. As of December 31, 2014, the Company has $48,500 in accounts payable to Donald Boyd and ~~196~~$46,~~618~~057 ~~warrants~~to ~~issued~~Robert Skerry Hoar in accounts payable. These agreements have been terminated effective November 30, ~~leaving~~2014. ~~953~~On March 17,~~382~~ ~~available~~2015 ~~for~~the ~~issuance~~Company entered into an agreement with Mr. Boyd to convert $11,167 of outstanding Consulting fees into 2,791,667 Common Shares based on a conversion price of $0.004 per share. On March 17, 2015 the Company entered into an agreement with Mr. Hoar to convert $45,000 of outstanding Consulting fees into 11,250,000 Common Shares based on a conversion price of $0.004 per share.

34On February 1, 2013, the Company entered into a consulting contract with a Board Director, Cosimo Damiano. The consulting contract was for twelve months beginning January 2013 at a rate of $5,000 per month, and covers a variety of consulting activities in the management and operations of the Company. For the twelve (12) month period ending December 31, 2013 the Company incurred consulting fees totalling $60,000, $35,000 of which is included in accounts payable as of December 31, 2014. On March 17, 2015 the Company entered into an agreement with Mr. Damiano to convert $11,167 of outstanding Consulting fees into 2,791,667 Common Shares based on a conversion price of $0.004 per share.

~~Item~~On November 13, 2012, the Company entered into a Farm-In agreement with Avere Energy Corp (“Avere”), a wholly owned subsidiary of East West Petroleum Corp. ~~Certain~~According ~~Relationships~~to the provisions of the agreement, Avere was to fund $300,000 for overhead, which was funded at 100% as of May 1, 2013. The Company has repaid through cash and ~~Related~~overhead ~~Transactions~~deductions in the amount of $193,390 leaving the debt remaining at December 31, 2014 of $106,610. Additionally, Avere has provided $1,300,000 to finance the drilling of Well 77-20 in exchange for a 25% working interest in the Tejon Extension. Well 77-20 has been drilled, and ~~Director~~is ~~Independence~~currently shut in while reviewing additional testing possibilities. As of December 31, 2014 Avere has contributed $1,337,019 towards Well 77-20, with NAMG’s contribution at $115,275.

~~Particular Transactions~~27

~~There~~The ~~have~~Company ~~been~~entered nointo ~~transactions~~a ~~since~~short-term ~~the~~loan ~~beginning~~with ofASPS ~~the~~Energy ~~last~~Investments, ~~fiscal~~Ltd. ~~year~~(“ASPS”), ora ~~any~~company ~~currently~~whose ~~proposed~~voting ~~transaction,~~and ~~between~~investment control is held by Mr. Robert Rosenthal, the Company’s President and ~~any~~Chief ~~officer~~Executive Officer, ~~director~~on September 7, ~~nominee~~2012, for ~~election~~the asprincipal ~~director,~~sum orof ~~any~~$50,000, ~~shareholder~~with ~~owning~~interest ~~more~~rate ~~than~~of 53%. ofThe ~~the~~note ~~Company’s~~was ~~outstanding~~due ~~shares~~and payable on September 6, or2013, ~~any~~when ~~member~~the outstanding amount of ~~any~~principal ~~such~~and ~~individual’s~~interest ~~immediate~~was ~~family~~due in full. On February 3, 2014, the outstanding principal of $50,000 as towell ~~which~~as ~~the~~accrued ~~amount~~interest ~~involved~~of in$2,153 ~~the~~was ~~transaction~~converted orinto a200,590 ~~series~~shares of ~~similar~~common ~~transactions~~stock ~~exceeded~~at ~~the~~a ~~lesser~~price of $~~120~~0.26 per share. An additional $20,000 was funded on July 23, or2014. ~~one~~Accrued ~~percent~~interest ofon ~~the~~this ~~average~~amount ofthrough ~~the~~December ~~company’s~~31, ~~total~~2014 ~~assets~~is at$355. ~~year-end~~The ~~for~~$20,355 ~~the~~has ~~last~~been ~~two~~converted ~~completed~~into ~~fiscal~~shares ~~years~~of common stock in February 2015.

Controlling Persons

The ~~company~~Company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person.

Director Independence

Our board of directors consists of Messrs. Rosenthal, Damiano, and Boyd. The board considers all relevant facts and circumstances in its determination of independence of all members of the board (including any relationships set forth in this Form 10-K under the heading “Certain Related Person Transactions). ~~After review of the Directors by the Board, and specifically by the Chairman of the Board, it has been determined that one board member, Cosimo Damiano, is considered independent. These~~

Item 14. Principal Accounting Fees and Services.

The following table sets forth the aggregate fees paid during the year ended December 31, ~~2013~~2014 for professional services rendered by Eide Bailly, for the quarter 1 audit review, Malone Bailey for quarter 2 and 3 and the ~~2013~~2014 audit of our annual financial, and Brown Armstrong, the Company’s tax accountants:

Accounting Fees and Services

	2013		2012
	2014		2013
Audit Fees	$	34,650	$	4234,~~030~~650
Audit Related Fees		-		-
Tax Fees	$	31,247	$	-31,247
All Other Fees		-		-
TOTAL	$	65,897	$	4265,~~030~~897

The category of “Audit Fees” includes fees for our annual audit and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The category of “Audit-related Fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by all parties was compatible with the maintenance of the respective firm’s independence in the conduct of its audits.

3528

PART IV

Item 15. Exhibits, Financial Statement Schedules. CONFIRM WITH LEGAL

17.1	Resignation of Directorship of Nicolaus Petri dated April 5, 2013
101.INS **		XBRL Instance Document
17.2	Resignation of Directorship of Gregory Renwick dated December 6, 2013, filed as an exhibit to the current report on Form 8-K, filed with the Securities Exchange Commission on December 9, 2013 and incorporated herein by reference.
101.SCH **		XBRL Taxonomy Extension Schema Document
21.1	List of the Registrant’s Subsidiaries
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002(5)
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

____________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

3629

Pursuant to the requirements of Section13or 15(d) 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.

Date: March 25, 2014	By:	/s/ Robert Rosenthal
Date: May 14, 2015	By:	/s/ Robert Rosenthal
	Name:	Robert Rosenthal
	Title:	President and Chief Executive Officer
Date: March 25, 2014	By:	/s/ Linda Gassaway
Date: May 14, 2015	By:	/s/ Cosimo Damiano
	Name:	~~Linda~~Cosimo ~~Gassaway~~Damiano
	Title:	Chief Financial Officer

3730

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

North American Oil and Gas Corp.

(aVentura, ~~development stage company)~~California

~~Ventura~~We have audited the accompanying consolidated balance sheet of North American Oil and Gas Corp. (the “Company”) as of December 31, ~~California~~2014 and 2013, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of ~~North~~the ~~American~~Public ~~Oil~~Company ~~and~~Accounting ~~Gas~~Oversight ~~Corp.~~Board (aUnited ~~development~~States). ~~stage~~Those ~~company)~~standards (require that we plan and perform the ~~“Company”)~~audit asto ofobtain ~~December~~reasonable ~~31,~~assurance ~~2013,~~about ~~and~~whether the ~~related~~consolidated financial statements ofare ~~operations,~~free ~~changes~~of inmaterial ~~stockholders’~~misstatement. ~~deficit,~~The ~~and~~Company ~~cash~~is ~~flows~~not ~~for~~required ~~the~~to ~~year~~have, ~~then~~nor ~~ended.. These~~were ~~financial~~we ~~statements~~engaged ~~are~~to ~~the~~perform ~~responsibility~~an audit of ~~the~~its ~~Company’s~~internal ~~management~~control over financial reporting. Our ~~responsibility~~audits isinclude toconsideration ~~express~~of aninternal ~~opinion~~control onover ~~these~~ financial ~~statements~~reporting ~~based~~as ona ~~our~~basis for designing audit. ~~The~~procedures ~~financial~~that ~~statements~~are appropriate in the circumstances, but not for the ~~period~~purpose ~~from~~of ~~June~~expressing ~~20,~~an ~~2011~~opinion ~~(inception)~~on ~~through~~the ~~December~~effectiveness ~~31,~~of ~~2012~~the ~~were~~Company’s ~~audited~~internal bycontrol ~~other~~over ~~auditors~~financial ~~whose~~reporting. ~~reports~~Accordingly, ~~have~~we ~~been~~express ~~furnished~~no tosuch usopinion. ~~Our~~An ~~opinion~~audit includes examining, ~~insofar~~on asa ittest ~~relates~~basis, toevidence supporting the amounts ~~for~~and ~~the~~disclosures ~~period~~in ~~from~~the ~~June~~financial 20statements, ~~2011~~assessing ~~(inception)~~the ~~through~~accounting ~~December~~principles ~~31,~~used ~~2012~~and issignificant ~~based~~estimates ~~solely~~made onby management, and evaluating the ~~report~~overall offinancial ~~other~~statement ~~auditors~~presentation. We believe that our audits provide a reasonable basis for our opinions.

WeIn ~~conducted~~ our ~~audit~~opinion, ~~in accordance with~~ the ~~standards~~consolidated offinancial ~~the~~statements ~~Public~~referred ~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain~~above ~~reasonable~~present ~~assurance~~fairly, ~~about~~in ~~whether~~all ~~the financial statements are free of~~ material ~~misstatement. The Company is not required to have~~respects, ~~nor~~the ~~were~~financial weposition ~~engaged to perform an audit~~ of ~~its~~North ~~internal~~American ~~control~~Oil ~~over~~and ~~financial~~Gas ~~reporting~~Corp. ~~Our~~as ~~audits include consideration~~ of ~~internal~~December ~~control~~31, ~~over~~2014 ~~financial~~and ~~reporting as a basis for designing audit procedures that are appropriate in the circumstances~~2013, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~their anoperations ~~opinion~~and oncash ~~the~~flows ~~effectiveness~~for each of the ~~Company’s~~years ~~internal~~then ~~control over financial reporting. Accordingly~~ended, ~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, and evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audit provide a reasonable basis for our opinions.~~

InThe ~~our~~accompanying ~~opinion,~~consolidated ~~the~~ financial statements ~~referred~~have tobeen ~~above~~prepared ~~present~~assuming ~~fairly,~~that ~~in all material respects, the financial position of~~ North American Oil and Gas Corp. will continue as ofa ~~December~~going ~~31,~~concern. ~~2013,~~As ~~and~~discussed in Note 1 to the ~~results~~consolidated offinancial ~~its~~statements, the Company has suffered losses from operations and ~~its~~negative cash flows ~~for~~which ~~the~~raise ~~year~~substantial ~~then~~doubt ~~ended,~~about inits ~~conformity~~ability ~~with~~to ~~accounting~~continue ~~principles~~as ~~generally~~a ~~accepted~~going concern. Management’s plans regarding those matters also are described in ~~the~~Note ~~United~~1. ~~States~~The consolidated financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty.

~~The~~/s/ ~~accompanying financial statements have been prepared assuming that North American Oil and Gas Corp. will continue as a going concern. As discussed in Note 1 to the financial statements~~MALONEBAILEY, the Company has suffered losses from operations and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.LLP

~~/s/ MALONEBAILEY, LLP~~www.malone-bailey.com

~~www.malone-bailey.com~~Houston, Texas

~~Houston~~May 13, ~~Texas~~2015

~~March 25, 2014~~F-1

~~F-1~~NORTH AMERICAN OIL & GAS CORP. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	DECEMBER 31,			DECEMBER 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash	$	51,210		$	49,563
Accounts receivable		2,846			704
Total current assets		54,056			50,267

Fixed assets, net		4,334			5,876

Other Assets
Restricted cash		-			1,037
Oil and gas properties, successful efforts method		215,161			472,520
Deposits		21,300			21,300
Total other assets		236,461			494,857

TOTAL ASSETS	$	294,851		$	551,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	46,130		$	62,655
Accounts payable - related party		236,167			156,610
Advance from working interest owner		-			53,090
Other current liabilities		339,360			172,735
Current portion of convertible note payable - net of original interest discount of $18,586 and $0, respectively, and debt discount of $54,837 and $0, respectively		407,585			-
Derivative liability		61,134			-
Note payable - related party, including accrued interest		20,000			50,000
Total current liabilities		1,110,376			495,090

LONG TERM LIABILITIES
Long Term Debt		18,413
Asset retirement obligation		77,415			104,100

TOTAL LIABILITIES		1,206,204			599,190

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 25,000,000 shares authorized Nil shares issued and outstanding		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized 66,164,337 and 61,114,602 shares issued and outstanding, respectively		66,164			61,115
Additional paid in capital		2,363,342			1,818,389
Accumulated deficit		(3,340,859	)		(1,927,694	)
Total stockholders' deficit		(911,353	)		(48,190	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	294,851		$	551,000

ToThe ~~the~~accompanying ~~Board~~notes are an integral part of ~~Directors~~these ~~and~~consolidated financial statements.

~~Shareholders’ of North American Oil & Gas Corp.~~F-2

~~Ventura~~NORTH AMERICAN OIL & GAS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, ~~California~~2014 AND 2013

We have audited the accompanying consolidated balance sheet of North American Oil & Gas Corp. (A Development Stage Company) as of December 31, 2012, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended. North American Oil & Gas Corp. management is responsible for the consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

	YEARS ENDED
	DECEMBER 31,
	2014			2013

OPERATING EXPENSES
Exploration and leasehold costs		45,365			457,501
Management and consulting expenses		110,809			119,480
General and administrative expenses		744,145			931,607
Impairment expense		259,092			-
Depreciation		1,542			154
Accretion on asset retirement obligation		1,026			9,436
Total operating expenses		1,161,979			1,518,178

OTHER INCOME (EXPENSE)
Interest expense, including amortization of original issue discount, net		(241,295	)		-
Loss on embedded derivative		(11,134	)		-
Other income (expense)		1,243			(7,310	)
Total other (income) expense		(251,186	)		(7,310	)

Net loss before provision for income taxes		(1,413,165	)		(1,525,488	)

Provision for income taxes		-			-

NET LOSS	$	(1,413,165	)	$	(1,525,488	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		62,814,163			61,114,602

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.02	)	$	(0.02	)

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The ~~company~~accompanying isnotes not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~appropriate in the circumstances, but not for the purpose of expressing~~ an ~~opinion~~integral onpart ~~the effectiveness~~ of ~~the~~these company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements~~, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation~~. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North American Oil & Gas Corp. (A Development Stage Company) as of December 31, 2012 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.F-3

~~The~~NORTH ~~accompanying~~AMERICAN ~~consolidated~~OIL ~~financial~~& ~~statements~~GAS ~~have~~CORP. ~~been~~CONSOLIDATED ~~prepared~~STATEMENT ~~assuming~~OF ~~the~~CHANGES ~~Company~~IN ~~will~~STOCKHOLDERS' ~~continue~~EQUITY as(DEFICIT) aFOR ~~going~~THE ~~concern.~~YEARS AsENDED ~~discussed~~DECEMBER ~~in Note 2 to the consolidated financial statements~~31, ~~the~~2014 ~~Company~~AND has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.2013

/s/ EIDE BAILLY

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2012		-	$	-		60,125,000	$	60,125	$	654,155	$	(402,206	)	$	312,074

Shares issued for cash		-		-		989,602		990		624,030		-			625,020
Stock based compensation		-		-		-		-		540,204		-			540,204
Net loss for the year		-		-		-		-		-		(1,525,488	)		(1,525,488	)

Balance - December 31, 2013		-		-		61,114,602		61,115		1,818,389		(1,927,694	)		(48,190	)

Shares issued for cash		-		-		1,549,145		1,549		298,451		-			300,000
Shares issued for conversion of notes payable - related party		-		-		200,590		200		51,953		-			52,153
Shares issued for services		-		-		3,600,000		3,600		77,700		-			81,300
Stock based compensation		-		-		-		-		92,089		-			92,089
Warrants issued in connection with convertible note payable		-		-		-		-		24,760		-			24,760
Net loss for the year		-		-		-		-		-		(1,413,165	)		(1,413,165	)

Balance - December 31, 2014		-	$	-		66,464,337	$	66,464	$	2,363,342	$	(3,340,859	)	$	(911,053	)

~~March~~The ~~28,~~accompanying ~~2013~~notes are an integral part of these consolidated financial statements.

F-24

NORTH AMERICAN OIL & GAS CORP. (ACONSOLIDATED ~~DEVELOPMENT~~STATEMENTS ~~STAGE~~OF ~~COMPANY)~~CASH ~~Consolidated~~FLOW ~~Balance~~FOR ~~Sheets~~THE AsYEARS ofENDED ~~December~~DECEMBER 31, ~~2013~~2014 ~~and~~AND ~~2012~~2013

	2013			2012
	YEARS ENDED
ASSETS
	DECEMBER 31,
Current Assets
	2014			2013
Cash and Cash Equivalents	$	49,563		$	578,928
CASH FLOWS FROM OPERATING ACTIVITIES:
Accounts Receivable		704			4,770
Net loss for the period	$	(1,413,165	)	$	(1,525,488	)
Prepaid Expenses		-			4,140
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Total Current Assets		50,267			587,838
Depreciation expense		1,542			154
Long Term Assets
impairment expense		259,092			-
Restricted Cash		1,037			937,067
Amortization of original issue discount		54,414			-
Total Long Term Assets		1,037			937,067
Amortization of debt discount		18,426			-
Oil and Gas Properties, Successful Efforts method, Net		472,520			278,754
Accretion expense		1,026			9,436
Furniture, Fixtures, and Equipment, Net		5,876			4,686
Stock based compensation		92,089			540,204
Deposits		21,300			21,300
Loss on embedded derivative		11,134			-
Total Non-current Assets		499,696			304,740
Default interest added to note payable		170,418			-
TOTAL ASSETS	$	551,000		$	1,829,645
Common shares issued for services		81,000			-
LIABILITIES AND SHAREHOLDERS' EQUITY
Change in assets and liabilities
Liabilities
(Increase) decrease in accounts receivable		(2,142	)		4,066
Current Liabilities
(Increase) decrease in prepaid expenses and other assets		-			4,140
Accounts Payable	$	62,655		$	608,550
Increase (decrease) in accounts payable		(16,527	)		(545,895	)
Accounts Payable - Related Party		156,610			60,000
Increase (decrease) in accrued expenses		168,779			172,735
Advance from Working Interest Owner		53,090			736,992
Increase (decrease) in accounts payable - related party		79,557			(143,390	)
Other Current Liabilities		172,735			-
Total adjustments		918,808			41,450
Note Payable - Related party		50,000			50,000
Net cash (used in) operating activities		(494,357	)		(1,484,038	)
Total Current Liabilities		495,090			1,455,542
CASH FLOWS FROM INVESTING ACTIVITIES:
Long-term Liabilities
Acquisition of fixed assets		-			(1,346	)
Asset Retirement Obligation		104,100			62,029
Acquisition of oil and gas properties		(82,533	)		(845,031	)
Total Liabilities		599,190			1,517,571
Decrease in restricted cash		1,037			936,030
Shareholders' Equity (Deficit)
Net cash provided by (used in) investing activities		(81,496	)		89,653
Common Stock: $0.001 par value; 200,000,000 shares authorized; 61,114,602 shares issued and outstanding December 31, 2013, and 60,125,000 issued and outstanding December 31, 2012, respectively		61,115			60,125
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock; 25,000,000 authorized; zero issued		-			-
Proceeds received from the sale of common stock		300,000			625,020
Additional paid-in capital		1,818,389			654,155
Proceeds from the issuance of short-term convertible debt, net		240,000			-
(Deficit) Accumulated During the Development Stage		(1,927,694	)		(402,206	)
Proceeds from the issuance of long-term convertible debt, net		67,500
Total Shareholders' Equity (Deficit)		(48,190	)		312,074
Proceeds from the issuance of notes payable - related party		20,000			240,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	551,000		$	1,829,645
Repayment of principal on convertible notes payable		(50,000	)		-
Net cash provided by financing activities		577,500			865,020
NET INCREASE (DECREASE) IN CASH		1,647			(529,365	)
CASH - BEGINNING OF YEAR		49,563			578,928
CASH - END OF YEAR	$	51,210		$	49,563
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest		-			-
Income taxes		-			-
SUPPLEMENTAL NON-CASH ACTIVITY:
Common stock issued for conversion of note payable - related party		52,154			-
Warrants issued with convertible debt		24,760			-
Original issue discount		67,500			-
Recovery of oil and gas property		-			75,117
Asset retirement obligation		27,711			32,635
Debt discount from derivative		50,000			-

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

F-35

NORTH AMERICAN OIL & GAS CORP. ~~(A DEVELOPMENT STAGE COMPANY) Consolidated Statements of Operations For the Years Ended December 31, 2013, 2012, and The Period From June 20, 2011 (Inception) To December 31, 2013~~

							Cumulative Period from Inception June 20, 2011 Through December 31,
	2013			2012			2013
Total Revenue		-			-			-
Expenses
Exploration & Leasehold Costs		457,501			142,664			655,934
Management and Consulting		119,480			101,774			221,254
General and Administration		931,607			221,711			1,153,900
Depreciation		154			1,927			2,082
Accretion on Asset Retirement Obligation		9,436			622			10,057
Total Expenses		1,518,178			468,698			2,043,227
Other Income (Expense)
Other Expenses		(7,310	)		(800	)		(8,110	)
Interest Income		-			167			167
Gain on Sale of Oil and Gas Properties		-			123,476			123,476
Total Other Income (Expense)		(7,310	)		122,843			115,533
Net (Loss)	$	(1,525,488	)	$	(345,855	)	$	(1,927,694	)
(Loss) per common share	$	(0.02	)	$	(0.01	)	$	(0.04	)
Weighted average number of shares outstanding		61,114,602			27,287,500			50,640,219

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~accompanying~~1 – ~~notes~~NATURE ~~are~~OF ~~an integral part of these consolidated financial statements.~~BUSINESS

~~F-4~~Organization

~~NORTH~~North ~~AMERICAN~~American ~~OIL~~Oil & ~~GAS~~Gas ~~CORP~~Corp. and its subsidiary (Athe ~~DEVELOPMENT~~“Company” ~~STAGE~~or ~~COMPANY~~“NAMG”) ~~CONSOLIDATED~~was ~~STATEMENTS~~originally OFincorporated ~~CHANGES~~under INthe ~~SHAREHOLDERS’~~name ~~EQUITY~~Calendar ~~FOR~~Dragon ~~THE~~Inc. ~~YEAR~~as ~~ENDED~~a ~~DECEMBER~~Nevada 31corporation on April 7, ~~2013~~2010. On October 11, ~~AND~~2012, ~~THE~~the ~~PERIOD~~Company ~~FROM~~changed ~~JUNE~~its ~~20,~~name ~~2011~~under ~~(INCEPTION)~~Nevada TOlaw ~~DECEMBER~~from ~~31,~~Calendar ~~2013~~Dragon Inc. to North American Oil & Gas Corp.

	COMMON STOCK				Additional Paid-In			Deficit Accumulated During Development
	Shares		Par Amount		Capital			Stage			Total Equity
Balances at Inception		-	$	-	$	-		$	-		$	-
Contributions		-		-		101,760			-			101,760
Distributions		-		-		(25,000	)		-			(25,000	)
Net (loss)		-		-		-			(56,351	)		(56,351	)
Balances at December 31, 2011		-		-		76,760			(56,351	)		20,409
Proceeds from the Sales of Common Stock		5,000,000		5,000		495,000			-			500,000
Share-based payments		800,000		800		79,200			-			80,000
Contributions		-		-		166,700			-			166,700
Distributions		-		-		(109,180	)		-			(109,180	)
Net (loss)		-		-		-			(345,855	)		(345,855	)
Effects of Reverse Merger and Recapitalization		54,325,000		54,325		(54,325	)		-			-
Balances at December 31, 2012		60,125,000		60,125		654,155			(402,206	)		312,074
Proceeds from the Sales of Common Stock		989,602		990		624,030						625,020
Share-based compensation						540,204						540,204
Net (loss)									(1,525,488	)		(1,525,488	)
Balances at December 31, 2013		61,114,602		61,115		1,818,389			(1,927,694	)		(48,190	)

On November 20, 2012 NAMG entered into an Agreement and Plan of Merger (the “Merger”), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Lani Acquisition”), and Lani, LLC, a California limited liability company. NAMG is primarily engaged in the business of acquiring, exploring, and developing oil and natural gas properties.

The ~~accompanying~~Company ~~notes~~is ~~are~~in anthe ~~integral~~early ~~part~~stages of ~~these~~exploration ~~consolidated~~and ~~financial~~its ~~statements~~planned future principal business is the acquisition and development of mineral interest in the San Joaquin Basin region of California, with no operating revenue during the period presented.

FThe Company’s working capital has been generated from the sales of common stock, warrant options and from advances pursuant to the Farm-5In Agreement with Avere Energy Corp as well as from proceeds received from convertible promissory notes and other notes payable.

~~NORTH~~The ~~AMERICAN~~consolidated ~~OIL~~financial &statements ~~GAS~~have ~~CORP.~~been (Aprepared ~~DEVELOPMENT~~by ~~STAGE~~the ~~COMPANY)~~Company ~~CONSOLIDATED~~pursuant ~~STATEMENTS~~to OFthe ~~CASH~~rules ~~FLOWS~~and ~~FOR~~regulations ~~THE~~of ~~YEAR~~the ~~ENDED~~Securities ~~DECEMBER~~and ~~31,~~Exchange ~~2013,~~Commission ~~2012~~(“SEC”). ~~AND~~The ~~THE~~preparation ~~PERIOD~~of ~~FROM~~financial ~~INCEPTION~~statements in conformity with United States (~~JUNE~~U.S.) 20generally accepted accounting principles requires management to make estimates and assumptions that affect reported assets, ~~2011)~~liabilities, ~~THROUGH~~revenues ~~DECEMBER~~and 31expenses, ~~2013~~as well as disclosure of contingent assets and liabilities.

	2013			2012			Cumulative Period from Inception June 20, 2011 through December 31, 2013
Cash Flows from Operating Activities:
Net (Loss)	$	(1,525,488	)	$	(345,855	)	$	(1,927,694	)
Adjustments to Reconcile Net (Loss) to Net Cash
(Used in) Operating Activities:
Depreciation expense		154			1,927			2,082
Accretion expense		9,436			622			10,057
(Gain) on sale of oil & gas properties		-			(123,476	)		(123,476	)
Stock based compensation		540,204			79,920			620,124
Changes in Assets and Liabilities:					-
(Increase)/Decrease in accounts receivable		4,066			(3,316	)		(704	)
(Increase)/ Decrease in prepaids and other assets		4,140			(25,055	)		(21,300	)
Increase/ (Decrease) in accrued expenses		172,735			-			172,735
Increase/(Decrease) in accounts payable		(545,895	)		-			(13,355	)
Increase/(Decrease) in accounts payable - related party		(143,390	)		-			(83,390	)
Net Cash (Used in) Operating Activities		(1,484,038	)		(415,233	)		(1,364,921	)
Cash Flows from Investing Activities:
(Purchase) of oil and gas property		(845,031	)		(589,670	)		(1,971,315	)
Proceeds from the sale of oil & gas properties		-			125,000			200,000
(Purchase) of furniture, fixtures and equipment		(1,346	)		(6,613	)		(7,958	)
Restricted Cash		936,030			(937,067	)		(1,037	)
Net Cash Provided by (Used in) Investing Activities		89,653			(1,408,350	)		(1,780,310	)
Cash Flows from Financing Activities:
Proceeds from the sale of common stock		625,020			500,080			1,125,100
Contributions		-			166,700			213,874
(Distributions)		-			(109,180	)		(134,180	)
Advances From working interest owner		-			1,700,000			1,700,000
Proceeds from related party notes		240,000			110,000			290,000
Net Cash Provided by (Used In) Financing Activities		865,020			2,367,600			3,194,794
Net Increase (Decrease) in Cash and Cash Equivalents		(529,365	)		544,017			49,563
Cash and Cash Equivalents at the Beginning of the Period		578,928			34,911			-
Cash and Cash Equivalents at the End of the Period	$	49,563		$	578,928		$	49,563
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Recovery of Oil and Gas Property	$	75,117			-		$	75,117
Oil and Gas Properties Acquired with Accounts Payable		-			563,100			-
Asset Retirement Obligation	$	(32,635	)		(61,407	)	$	(94,042	)

Going concern

The ~~accompanying~~Company’s ~~notes~~consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ~~integral~~ongoing ~~part~~source of ~~these~~revenues ~~consolidated~~sufficient ~~financial~~to ~~statements~~cover its operating costs, which indicates a substantial doubt of its ability to continue as a going concern. The Company has accumulated deficits since Inception of $3,340,859 and has a working capital deficit at December 31, 2014 of $1,056,320. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

~~F-6~~Management is currently involved in raising capital to continue the operations and financial requirements the Company foresees. These steps include, but are not limited to:

~~NORTH~~1) ~~AMERICAN~~capital ~~OIL~~raisings &2) ~~GAS~~farm-in ~~CORP.~~agreements and asset sales 3) Other investor related interests

(AThese ~~DEVELOPMENT~~steps ~~STAGE~~may ~~COMPANY)~~not be sufficient to provide the Company with the ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in its operation.

~~NOTES~~Recoverability TOof ~~CONSOLIDATED~~a ~~FINANCIAL~~major ~~STATEMENTS~~portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. If the Company is unable to make it profitable, the Company could be forced to discontinue operations.

~~NOTE~~The 1consolidated -financial ~~NATURE~~statements OFdo ~~BUSINESS~~not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Organization~~F-6

~~North~~NOTE ~~American~~2 ~~Oil~~– &SUMMARY ~~Gas~~OF ~~Corp.~~SIGNIFICANT ~~and~~ACCOUNTING its subsidiary (the “Company” or “NAMOG”) was originally incorporated under the name Calendar Dragon Inc. as a Nevada corporation on April 7, 2010. On October 11, 2012, the Company changed its name under Nevada law from Calendar Dragon Inc. to North American Oil & Gas Corp.POLICIES

OnBasis ~~November 20, 2012 NAMOG entered into an Agreement and Plan~~ of ~~Merger~~presentation ~~(the “Merger”), by~~ and ~~among~~principles ~~the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary~~ of the Company (“Lani Acquisition”), and Lani, LLC, a California limited liability company. NAMOG is primarily engaged in the business of acquiring, exploring, and developing oil and natural gas properties.consolidation

The ~~Company~~consolidated financial isstatements ~~considered~~are aprepared Development Stage Company, as defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") 915, “Development Stage Enterprises”. The Company's past and planned future principal business is the acquisition and development of mineral interest in ~~the~~accordance ~~San Joaquin Basin region of California,~~ with ~~no operating revenue during the period presented~~U.S. ~~The~~generally ~~Company~~accepted isaccounting ~~required~~principles ~~to report its operations, shareholders equity~~ (~~deficit~~“US GAAP”) and ~~cash~~present ~~flows from inception through~~ the date that revenues are generated from management’s intended operations, among other things. Since Inception, the Company has incurred an operating loss of $1,927,694. The Company’s working capital has been generated from the sales of common stock, warrant options and from advances pursuant to the Farm-In Agreement with Avere Energy Corp. The consolidated financial statements ~~are~~of ~~for~~ the ~~period~~Company ~~from~~as ~~“Inception”~~of to December 31, ~~2013~~2014.

~~Reverse~~These ~~merger~~consolidated financial statements include the accounts of the Company and ~~acquisition~~its wholly owned subsidiary, Lani, LLC. All inter-company accounts and transactions have been eliminated. These consolidated financial statements present the net assets and operations of NAMG for the years ended December 31, 2014 and 2013.

OnUse ~~November 20, 2012, North American Oil & Gas Corp. a Nevada corporation (the “Company”) entered into an Agreement and Plan~~ of Merger dated November 16, 2012 (the “Merger”), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Lani Acquisition”), and Lani, LLC, a California limited liability company (“Lani”).Estimates

~~Under~~In ~~the~~preparing ~~terms and conditions of~~ the ~~Merger,~~consolidated ~~the~~financial ~~Company issued 24~~statements,~~300,000~~ ~~shares~~management ofis ~~common~~required ~~stock~~to ofmake ~~the~~estimates ~~Company~~and inassumptions ~~consideration~~that ~~for~~affect ~~all~~ the ~~issued~~reported ~~and~~amounts ~~outstanding~~of ~~limited~~assets ~~liability~~and ~~company~~liabilities ~~membership~~as ~~interest~~of inthe ~~Lani.~~date ~~Subsequent~~of to the ~~Merger,~~consolidated onbalance ~~November 25~~sheet, ~~2012,~~and ~~the~~revenues ~~Company offered~~ and ~~sold~~expenses infor athe ~~private~~period ~~offering~~then ~~5,000,000~~ended. ~~shares~~Actual ofresults ~~common~~may ~~stock~~differ tosignificantly ~~East~~from ~~West~~those ~~Petroleum Corp~~estimates., atSignificant anestimates ~~offering~~made ~~price~~by ofmanagement ~~$.10 per share for aggregate offering proceeds of $500~~include,~~000.~~ ~~The~~but ~~effect~~are ofnot ~~the issuances is that former Lani~~ limited ~~liability company membership interest holders~~to, at the ~~time~~useful life of ~~the~~fixed ~~merger~~assets, ~~held~~amounts ~~approximately~~and ~~40.41%~~timing of ~~the~~closure ~~issued~~obligations, ~~and~~accretion ~~outstanding shares~~ of ~~common~~asset ~~stock~~retirement ~~of the Company~~obligations, ~~shareholders of~~ the ~~Company~~assumptions ~~immediately~~used ~~prior~~ to ~~effect~~calculate fair value of ~~the~~options ~~Merger~~and ~~held~~warrants ~~approximately~~granted, ~~51.27%~~beneficial conversion of ~~the~~convertible ~~issued~~notes ~~and~~payable, ~~outstanding~~asset ~~shares~~valuations, of common stock ofissued ~~the~~for ~~Company~~services, and ~~East~~common ~~West~~stock ~~Petroleum Corp. held approximately 8.32% of the~~ issued ~~and~~for ~~outstanding~~conversion ~~shares~~ of ~~common stock of the Company~~notes.

~~The~~Oil ~~Merger~~and byNatural ~~which~~Gas Lani, LLC became a wholly owned subsidiary of NAMOG was treated as a ”reverse acquisition” for accounting purposes. In a reverse acquisition, although NAMOG was considered to be the “legal acquirer” that is, Calendar Dragon (now known as NAMOG) survived as the parent corporation, Lani was the “accounting acquirer” (that is because Lani’s business was the more significant business).Properties

AsThe aCompany’s ~~result~~oil and gas exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the ~~Merger~~well has found proved reserves. If an exploratory well does not find proved reserves, ~~Lani’s~~the ~~financial~~costs ~~statements~~of ~~became~~drilling the ~~financial~~well ~~statements~~are charged to expense and included within cash flows from investing activities. The costs of ~~NAMOG,~~development wells are capitalized whether productive or nonproductive. Oil and ~~the~~gas ~~Company’s~~lease ~~stockholder~~acquisition costs are also capitalized. Interest cost is capitalized as a component of property cost for significant exploration and development projects that require greater than six months to be readied for their intended use. Leasehold impairment is recognized based on exploratory experience and management’s ~~equity~~judgment. ~~was~~Upon ~~recapitalized~~achievement of all conditions necessary for the classification of reserves as proved the associated leasehold costs are reclassified to proved properties.

FDepreciation, depletion and amortization of the cost of proved oil and gas properties is calculated using the unit-7of-production method. The reserve base used to calculate depreciation, depletion and amortization for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. With respect to lease and well equipment costs, which include development costs and successful exploration drilling costs, the reserve base includes only proved developed reserves. Estimated future dismantlement, restoration and abandonment costs, net of salvage values, are taken into account.

~~NOTE~~When 2circumstances indicate that an asset may be impaired, we compare expected undiscounted future cash flows at a producing field level to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on our estimate of future natural gas and crude oil prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk-adjusted ~~GOING~~discount ~~CONCERN~~rate.

~~The~~Unproved ~~Company’s~~oil ~~financial~~and ~~statements~~gas properties are ~~prepared~~assessed ~~using~~periodically ~~accounting~~for ~~principles~~impairment ~~generally~~based ~~accepted~~on inremaining ~~the~~lease ~~United~~terms, ~~States~~drilling ofresults, ~~America~~commodity ~~applicable~~price ~~to a going concern~~outlooks, ~~which~~future ~~contemplates~~plans ~~the~~to ~~realization~~develop ofacreage ~~assets~~ and ~~liquidation~~other ofrelevant ~~liabilities~~matters. inDuring the ~~normal~~years ~~course~~ended ofDecember ~~business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs~~31, ~~which~~2014 ~~indicates a substantial doubt of its ability to continue as a going concern. The company accumulated losses from Inception~~ and ~~has a working capital deficit at December 31~~2013, ~~2013. The ability of~~ the Company torecognized ~~continue~~no asimpairment ~~a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable~~charges. ~~If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.~~

~~Management~~Proceeds isfrom ~~currently~~the ~~involved~~assignment of partial interests in ~~raising~~unproved ~~capital~~leases toare ~~continue~~deferred until such time the ~~operations~~assignment ~~and~~occurs. ~~financial~~The ~~requirements~~proceeds are accounted for as a recovery of cost without recognizing any gain or loss unless the ~~Company~~proceeds ~~foresees~~exceed the carrying amount. ~~These~~Proceeds ~~steps~~received ~~include,~~prior ~~but~~to the assignment of partial interests in unproved leases are ~~not~~accounted ~~limited~~for ~~to:~~as a current liability in the accompanying consolidated balance sheets.

~~1) capital raisings~~F-7

2)Cash ~~farm-in~~and ~~agreements~~Cash Equivalents

3)The ~~Other~~Company ~~Investor~~considers ~~related~~all ~~interests~~short-term, highly liquid investments, generally with maturity of three months or less at time of purchase, to be cash equivalents. As of December 31, 2014 and 2013, there are no cash equivalents.

~~These~~Restricted ~~steps may not be sufficient to provide the Company with the ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in its operation.~~Cash

~~Recoverability~~Restricted ofcash aconsists ~~major portion~~ of ~~the~~advances ~~recorded~~from ~~asset~~working ~~amounts~~interest ~~shown~~owners indesignated ~~the~~to ~~accompanying~~be ~~balance~~used ~~sheets~~for isthe ~~dependent~~acquisition ~~upon continued operations~~ of ~~the~~leaseholds ~~Company,~~and ~~which~~other inoil ~~turn~~and isgas ~~dependent~~exploration ~~upon~~and ~~the~~development ~~Company’s ability to raise additional capital~~activities, ~~obtain~~and ~~financing~~general and toadministrative ~~succeed in its future operations~~expenses. ~~If the Company is unable to make it profitable, the Company could be forced to discontinue operations.~~

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Concentrations

~~NOTE~~The 3Company’s -cash, ~~SUMMARY~~restricted OFcash ~~SIGNIFICANT~~and ~~ACCOUNTING~~accounts ~~POLICIES~~receivable are exposed to concentrations of credit risk. The Company manages the risk associated with the cash by depositing these funds with major financial institutions thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion, the Company may have cash in banks in excess of federally insured amounts. We believe that credit risk associated with cash is remote.

~~Basis~~Included in the Company’s consolidated balance sheets at December 31, 2014 and 2013, are the net assets of ~~Presentation~~the entity’s oil and gas operations, all of which are located in San Joaquin Basin region of California and which total $215,161 and $472,520, respectively.

~~These~~The ~~consolidated~~majority financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company’s ~~and~~working ~~its~~capital ~~wholly~~as ~~owned~~of ~~subsidiary,~~December ~~Lani~~31, ~~LLC.~~2014 ~~All inter-company accounts~~ and ~~transactions~~2013 ~~have~~is ~~been~~from ~~eliminated.~~three ~~These~~separate ~~financial~~Purchase ~~statements present the net assets~~ and ~~operations~~Sales ofAgreements ~~NAMOG~~that ~~from~~totaled ~~the periods from Inception on June 20~~$625,000. ~~2011~~Two ~~to December 31, Accordingly, The financial statements as~~ of ~~the~~these ~~year~~agreements ~~ended~~included ~~December 31, 2013, and from~~ the ~~period~~issuance ~~from~~of ~~Inception to December 31~~346,618 ~~2013 are those of NAMOG alone~~warrants.

~~Use~~Income ~~of Estimates~~Taxes

The ~~preparation~~Company ofaccounts ~~financial~~for ~~statements~~income intaxes ~~accordance~~required ~~with~~by ~~United~~the ~~States~~provisions ~~generally~~of ~~accepted~~the ~~accounting~~Financial ~~principles~~Accounting ~~requires~~Standards ~~management~~Board to(FASB) ~~make~~Accounting ~~estimates~~Standards ~~and~~Codification ~~assumptions~~(ASC) ~~that~~No. ~~affect~~740, ~~the~~“Income ~~reported~~Taxes,” ~~amounts~~which ofrequires ~~assets and liabilities at~~ the ~~date~~recognition of ~~the~~deferred ~~financial~~tax ~~statements~~assets and ~~the~~liabilities ~~reported~~for ~~amounts of revenue and expenses in~~ the ~~reporting~~expected ~~period.~~future ~~The~~tax ~~Company~~consequences ~~regularly~~of ~~evaluates~~events ~~estimates~~that ~~and~~have ~~assumptions~~been ~~related~~included toin the ~~recovery of~~ financial ~~assets,~~statements ~~donated~~or ~~expenses, deferred income~~ tax ~~asset valuation allowances and fair value measurements~~returns. ~~The~~Under ~~Company~~this ~~bases its estimates and assumptions on current facts~~method, ~~historical~~deferred ~~experience~~tax assets and ~~various~~liabilities ~~other~~are ~~factors~~determined ~~that~~based iton ~~believes to be reasonable under~~ the ~~circumstances,~~difference ~~the~~between ~~results of which form~~ the tax basis ~~for making judgments about the carrying values~~ of assets and liabilities and ~~the~~their ~~accrual~~financial ofreporting ~~costs~~amounts ~~and~~based ~~expenses~~on ~~that~~enacted ~~are~~tax ~~not~~laws ~~readily~~and ~~apparent~~statutory ~~from~~tax ~~other~~rates ~~sources.~~applicable ~~The~~to ~~actual~~the ~~results~~periods ~~experienced~~in bywhich the ~~Company~~differences ~~may~~are ~~differ~~expected ~~materially~~to ~~and~~affect ~~adversely~~taxable ~~from the Company's estimates~~income. ToA ~~the~~valuation ~~extent~~allowance ~~there~~is ~~are~~recorded ~~material~~when ~~differences~~it ~~between~~is ~~the~~“more ~~estimates~~likely-than-not” ~~and~~that ~~the~~a ~~actual~~deferred ~~results,~~tax ~~future~~asset ~~results of operations~~ will not be ~~affected~~realized.

FThe Company follows the provision of ASC 740-810 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

~~Oil~~Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and ~~Natural~~penalties ~~Gas~~that ~~Properties~~would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company’s oil and gas exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities. The costs of development wells are capitalized whether productive or nonproductive. Oil and gas lease acquisition costs are also capitalized. Interest cost is capitalized as a component of property cost for significant exploration and development projects that require greater than six months to be readied for their intended use.F-8

~~Unproved~~The ~~oil~~Company ~~and~~has ~~gas~~adopted ~~properties~~ASC ~~are~~740-10-25, ~~assessed~~“Definition ~~periodically~~of ~~for~~Settlement”, ~~impairment~~which ~~based~~provides guidance on ~~remaining~~how ~~lease~~an ~~terms,~~entity ~~drilling~~should ~~results,~~determine ~~commodity~~whether ~~price~~a ~~outlooks,~~tax ~~future~~position ~~plans~~is toeffectively ~~develop~~settled ~~acreage~~for the purpose of recognizing previously unrecognized tax benefits and ~~other~~provides ~~relevant~~that ~~matters.~~a ~~During~~tax position can be effectively settled upon the ~~year~~completion ~~ended~~and ~~December~~examination 31by a taxing authority without being legally extinguished. For tax positions considered effectively settled, ~~2013~~an ~~and~~entity would recognize the ~~period~~full ~~from~~amount ~~June~~of 20tax benefit, ~~2011~~even ~~(Inception)~~if the tax position is not considered more likely than not to ~~December~~be ~~31,~~sustained ~~2013,~~based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company ~~recognized~~are nosubject ~~impairment~~to ~~charges~~examination by the IRS and state taxing authorities, generally for three years after they are filed.

~~Proceeds~~As ~~from the assignment~~ of ~~partial~~December ~~interests~~31, in2014, ~~unproved leases are deferred until such time~~ the ~~assignment~~Company ~~occurs.~~had ~~The~~Federal ~~proceeds~~net ~~are~~operating ~~accounted~~loss ~~for~~carry asforwards ~~a recovery~~ of ~~cost~~approximately ~~without~~$1,114,602 ~~recognizing~~to ~~any~~reduce ~~gain~~future ortaxable ~~loss~~income, ~~unless~~which ~~the~~expire ~~proceeds~~after ~~exceed the carrying amount~~2034. ~~Proceeds~~Interest ~~received~~and ~~prior~~penalties toon ~~the~~tax ~~assignment~~deficiencies ~~of partial interests in unproved leases~~ are ~~accounted~~classified ~~for~~ as aincome ~~current~~taxes ~~liability~~ in ~~the~~accordance ~~accompanying~~with ~~consolidated~~ASC ~~balance~~Topic ~~sheets~~740.

~~Cash~~Based upon the level of historical taxable income and ~~Cash~~projections ~~Equivalents~~for future taxable income over the periods in which the deferred tax assets are deductible, management cannot conclude it is more likely than not that the Company will realize the benefits of these deductible differences. As such, a valuation allowance has been recorded for 100% of the estimated deferred tax assets.

~~The~~Allowance ~~Company~~for ~~considers~~Bad ~~all short-term, highly liquid investments, generally with maturity of three months or less at time of purchase, to be cash equivalents.~~Debts

~~Restricted~~Management ~~Cash~~reviews accounts receivable on a regular basis to determine if any receivables will potentially be uncollectible.

~~Restricted~~As ~~cash consists~~ of ~~advances~~December ~~from~~31, ~~working~~2014 ~~interest~~all ~~owners~~but ~~designated~~$2,846 toin beCompany ~~used~~receivables ~~for~~has ~~the~~been ~~acquisition~~fully ofcollected, ~~leaseholds~~ and, ~~other~~accordingly, ~~oil~~no ~~and~~allowance ~~gas~~for ~~exploration~~doubtful ~~and~~accounts ~~development~~has ~~activities,~~been ~~and general and administrative expenses~~recorded.

~~Concentrations~~Deposits

~~The~~Deposits ~~Company’s~~consist ~~cash,~~of ~~cash~~a ~~equivalents~~$20,000 ~~restricted~~bond ~~cash~~held ~~and~~by ~~accounts~~the ~~receivable~~State ~~are exposed to concentrations~~ of ~~credit~~California ~~risk.~~for ~~The~~plugging ~~Company manages the risk associated with the cash~~ and ~~cash~~abandonment ~~equivalents by depositing these funds with major financial institutions thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion~~expenses, ~~the~~and ~~Company~~an ~~may~~office ~~have~~lease ~~cash~~deposit ~~in banks in excess~~ of ~~federally insured amounts~~$1,300. ~~We believe that credit risk associated with cash is remote.~~

~~Included~~Fixed in the Company’s consolidated balance sheet at December 31, 2013, are the net assets of the entity’s oil and gas operations, all of which are located in San Joaquin Basin region of California and which total $472,520.Assets

~~The~~Fixed ~~majority~~assets consist of furniture, fixtures, and equipment and these fixed assets are recorded at cost. Depreciation is calculated using the ~~Company’s~~straight-line ~~working~~method ~~capital~~over asthe estimated useful lives of ~~December~~the 31assets, ~~2013~~which isrange from ~~three~~five ~~separate~~to ~~Purchase~~seven ~~and~~years. ~~Sales~~Depreciation ~~Agreements~~expense ~~that~~for ~~totaled~~the ~~$625,000.~~years ~~Two~~ended ofDecember ~~these~~31, ~~agreements~~2014 ~~included~~and ~~the~~2013 ~~issuance~~are of$1,542 ~~196~~and $155,~~618~~ ~~warrants~~respectively.

~~Income Taxes~~Leases

The Company ~~accounts~~conducts ~~for~~its ~~income~~operations ~~taxes~~from ~~required~~leased ~~by the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No~~facilities. ~~740~~Normally, ~~“Income Taxes,” which requires~~ the ~~recognition~~Company ofrecords ~~deferred~~rental ~~tax~~expense ~~assets~~on ~~and~~its ~~liabilities~~operating ~~for~~leases over the ~~expected~~lease ~~future~~term ~~tax~~as ~~consequences~~it ofbecomes ~~events~~payable. ~~that~~If ~~have~~rental ~~been~~payments ~~included~~are innot ~~the~~made ~~financial~~on ~~statements~~a orstraight-line ~~tax returns. Under this method~~basis, ~~deferred~~per ~~tax~~terms ~~assets~~of ~~and liabilities are determined based on~~ the ~~difference~~agreement, ~~between~~ the ~~tax~~Company ~~basis~~records ofa ~~assets~~deferred ~~and~~rent ~~liabilities~~expense and ~~their~~recognizes ~~financial~~the ~~reporting~~rental ~~amounts~~expense ~~based~~ on ~~enacted~~a ~~tax~~straight-line ~~laws~~basis ~~and~~throughout ~~statutory tax rates applicable to~~ the ~~periods~~lease ~~in which the differences are expected to affect taxable income~~term. ARent ~~valuation~~expense ~~allowance~~was is$14,400 ~~recorded~~and ~~when~~$14,400 itfor isthe ~~“more~~years ~~likely-than-not”~~ended ~~that~~December a31, ~~deferred~~2014 ~~tax~~and ~~asset~~2013, ~~will not be realized~~respectively.

~~F-9~~Asset Retirement Obligation

The Company ~~evaluates~~follows ~~its~~the ~~valuation~~provisions ~~allowance~~of ~~requirements~~ASC ~~based~~410-10, on“Asset ~~projected~~Retirement ~~future~~and ~~operations.~~Environmental ~~When~~Obligations,” ~~circumstances~~at ~~change~~such time as it acquires or drills oil and ~~this~~gas ~~causes~~wells. aThe ~~change~~estimated infair ~~management’s~~value ~~judgment~~of ~~about~~the future costs associated with the ~~recoverability~~dismantlement, abandonment, and restoration of ~~deferred~~oil ~~tax~~and ~~assets~~gas properties is recorded when incurred, ~~the~~generally ~~impact~~upon acquisition or commencement of ~~the~~drilling ~~change~~of ona well. The estimated costs are discounted to present values using a credit adjusted risk free rate over the ~~valuation~~estimated ~~allowance~~economic islife ~~reflected~~of inthe ~~current~~oil ~~income~~and gas properties. AsSuch ~~management~~costs are capitalized as part of the ~~Company~~related ~~does~~asset. ~~not~~The ~~currently~~asset ~~believe~~will ~~that~~be itdepleted ison ~~more~~the units-~~likely~~of-~~than~~production method. The associated liability is classified in other long-~~not~~term ~~that~~liabilities in the ~~Company~~accompanying consolidated balance sheets. The liability will ~~receive~~be periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the ~~benefit~~period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. Accretion expense of ~~this~~$1,026 ~~asset~~and $9,436 is recorded as a ~~valuation~~component ~~allowance~~of ~~equal~~leasehold tocosts in the ~~deferred~~accompanying ~~tax~~consolidated ~~asset~~statements ~~has~~of ~~been~~operations ~~established~~for atthe ~~both~~years ended December 31, ~~2013~~2014 ,and ~~2012~~2013, ~~and 2011~~respectively.

~~Pursuant to the merger of the Company effective as of November 16, 2012, NAMOG is a C Corporation, and Lani LLC, a California Limited Liability company is an LLC and will remain an LLC.~~F-9

AsStock-based of December 31, 2013, the Company had Federal net operating loss carry forwards of approximately $1,114,602 to reduce future taxable income, which expire after 2031. Interest and penalties on tax deficiencies are classified as income taxes in accordance with ASC Topic 740.Compensation

~~Based~~Stock-based ~~upon~~compensation is accounted for based on the ~~level~~requirements of ~~historical~~the ~~taxable~~Share-Based ~~income~~Payment ~~and~~Topic ~~projections~~of ~~for~~ASC ~~future~~718, ~~taxable~~“Compensation ~~income~~— ~~over~~Stock ~~the~~Compensation”, ~~periods~~which requires recognition in ~~which~~the consolidated financial statements of the ~~deferred~~cost ~~tax~~of ~~assets~~employee ~~are~~and ~~deductible,~~director ~~management~~services ~~cannot~~received ~~conclude~~in itexchange isfor ~~more~~an ~~likely~~award ~~than~~of ~~not~~equity ~~that~~instruments over the ~~Company~~period ~~will~~the ~~realize~~employee or director is required to perform the ~~benefits~~services ofin ~~these~~exchange ~~deductible~~for ~~differences.~~the Asaward ~~such~~(presumptively, athe ~~valuation~~vesting ~~allowance~~period). ~~has~~The ~~been~~ASC ~~recorded~~also ~~for~~requires ~~100%~~measurement of the ~~estimated~~cost ~~deferred~~of ~~tax~~employee ~~assets~~and director services received in exchange for an award based on the grant-date fair value of the award.

~~Allowance~~Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for ~~Bad~~share-based ~~Debts~~payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

~~Management~~Stock-Based ~~reviews~~Compensation ~~accounts receivable on a regular basis to determine if any receivables will potentially be uncollectible.~~Employees

AsThe ofCompany ~~December~~accounts ~~31,~~for ~~2013~~share-based ~~all~~awards ~~but~~issued ~~$704~~to employees in ~~Company~~accordance ~~receivables~~with ~~has~~FASB ~~been~~ASC ~~fully~~718. ~~collected~~Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, ~~accordingly~~share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, no“Equity ~~allowance~~Based ~~for~~Payments ~~doubtful~~to ~~accounts~~Non-Employees”, ~~has~~with ~~been~~respect ~~recorded~~to options and warrants issued to non-employees.

~~Deposits~~Revenue Recognition

~~Deposits~~The ~~consist~~Company ofhas anot ~~$20,000~~had ~~bond~~any ~~held~~revenue byrecognized ~~the~~to ~~State of California for plugging and abandonment expenses, and an office lease deposit of $1,300~~date.

~~Furniture,~~Related ~~Fixtures,~~party ~~and Equipment~~transactions

~~Furniture~~Parties are considered to be related to the Company if the parties, ~~fixtures~~directly or indirectly, ~~and~~through ~~equipment~~one or more intermediaries, control, are ~~recorded~~controlled atby, ~~cost.~~or ~~Depreciation~~are isunder ~~calculated~~common ~~using~~control with the ~~straight-line~~Company. ~~method~~Related ~~over~~parties ~~the~~also ~~estimated~~include ~~useful~~principal ~~lives~~stockholders of the ~~assets~~Company, ~~which~~its ~~range~~management, ~~from~~members ~~five~~of tothe ~~seven~~immediate ~~years.~~families ~~Accumulated~~of ~~depreciation~~principal ~~for~~stockholders of the ~~fiscal~~Company ~~year~~and ~~ended~~its ~~December~~management ~~31,~~and ~~2013~~other isparties ~~$2,082,~~that acontrol ~~$155~~or ~~increase~~can ~~over~~significantly ~~fiscal~~influence ~~year~~the ~~ended~~management ~~December~~or ~~31,~~operating ~~2012~~policies ~~and~~of the ~~period~~Company. ~~from~~The ~~Inception~~Company todiscloses ~~December~~all ~~31,~~related ~~2012,~~party ~~respectively~~transactions.

~~Leases~~Fair Value Measurements

The Company ~~conducts~~follows ~~its~~FASB ~~operations~~ASC ~~from~~820, ~~leased~~“Fair ~~facilities.~~Value ~~Normally~~Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the ~~Company~~use ~~records~~of ~~rental~~observable ~~expense~~inputs onand ~~its~~minimizes ~~operating~~the ~~leases~~use ~~over~~of unobservable inputs by requiring that the ~~lease~~most ~~term~~observable asinputs itbe ~~becomes~~used ~~payable~~when available. IfObservable ~~rental~~inputs ~~payments~~ are ~~not~~inputs ~~made~~that market participants would use in pricing the asset or liability developed based on amarket ~~straight-line~~data ~~basis,~~obtained ~~per~~from ~~terms~~sources independent of the ~~agreement,~~Company. Unobservable inputs are inputs that reflect the Company’s ~~records~~assumptions aof ~~deferred~~what ~~rent~~market ~~expense~~participants ~~and~~would ~~recognizes~~use in pricing the ~~rental~~asset ~~expense~~or liability developed based on athe ~~straight-line~~best ~~basis~~information ~~throughout~~available in the ~~lease term~~circumstances. ~~Rent~~The ~~expense~~hierarchy ~~was~~is ~~$14,400~~broken ~~and~~down ~~$10,800~~into ~~for~~three ~~the~~levels ~~years~~based ~~ended~~on ~~December~~the ~~31,~~reliability ~~2013~~of ~~and~~the ~~2012,~~inputs ~~respectively.~~as follows:

~~Asset~~Level ~~Retirement~~1: ~~Obligation~~Quoted prices are available in active markets for identical assets or liabilities;

~~The~~Level ~~Company~~2: ~~follows~~Quoted ~~the~~prices ~~provisions~~in ofactive ~~ASC~~markets ~~410-10,~~for ~~“Asset~~similar ~~Retirement~~assets and ~~Environmental~~liabilities ~~Obligations,”~~that at such time as it acquires or drills oil and gas wells. The estimated fair value of the future costs associated with the dismantlement, abandonment, and restoration of oil and gas properties is recorded when incurred, generally upon acquisition or commencement of drilling of a well. The estimated costs are ~~discounted~~observable tofor ~~present values using a credit adjusted risk free rate over~~ the ~~estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related~~ asset. ~~The~~or ~~asset will be depleted on the units-of-production method. The associated~~ liability; is classified in other long-term liabilities in the accompanying consolidated balance sheets. The liability will be periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. Accretion expense of $9,436 is recorded as a component of leasehold costs in the accompanying statement of operations for the year ended December 31, 2013. $622 accretion expense was incurred as of December 31, 2012.or

~~F-10~~Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

~~Revenue~~ASC ~~Recognition~~820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company’s isfinancial ininstruments ~~the~~consist ~~development~~of ~~stage~~cash, accounts receivable, prepaid expenditures, and ~~currently~~short-term ~~does~~liabilities. ~~not~~The ~~have~~fair ~~incoming~~value ~~revenue~~of these financial instruments approximates the book value due to the short-term nature of these balances.

~~Stock Option Plan~~F-10

~~On December 12, 2012, the Board of Directors of the Company approved and adopted the terms and provisions of a 2012~~ Stock Option Plan (“Plan”) for the Company. An aggregate of 2,000,000 shares of the Company’s common stock are initially reserved for issuance upon exercise of nonqualified and/or stock options which may be granted under the 2012 Stock Option Plan. A total of 850,000 options were issued in 2013. 196,618 warrants were issued in 2013, leaving the Company 953,382 shares remaining in the Plan at December 31, 2013.

~~Fair~~On ~~Value~~December ~~Measurements~~12, 2012, the Board of Directors of the Company approved and adopted the terms and provisions of a 2012 Stock Option Plan (“Plan”) for the Company. An aggregate of 2,000,000 shares of the Company’s common stock are initially reserved for issuance upon exercise of nonqualified and/or stock options which may be granted under the 2012 Stock Option Plan. A total of 850,000 options were issued in 2013.

~~The~~Commitments ~~Company follows FASB ASC 820, “Fair Value Measurements~~ and ~~Disclosures,”~~Contingent which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:Liabilities

~~Level~~The 1:Company ~~Quoted~~is ~~prices~~engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operations. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental clean-up or restoration, the liability to cure such a violation could fall upon the Company. Management believes its properties are ~~available~~operated in ~~active~~conformity ~~markets~~with ~~for~~local, ~~identical~~state, ~~assets~~and federal regulations. No claim has been made, nor is the Company aware of any uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration, or ~~liabilities;~~the violation of any rules or regulations.

~~Level~~The 2:Company ~~Quoted~~is ~~prices~~contingently liable for all of the asset retirement costs associated with the Pass Exploration 77-20 well, as opposed to its 75% working interest share of such costs. The asset retirement obligation has been calculated using the Company’s share of 75% of the working interest in ~~active~~the ~~markets~~leased ~~for~~property. ~~similar~~Pursuant ~~assets~~to ~~and~~the ~~liabilities~~Farm-In, ~~that~~the ~~are~~Company ~~observable~~is contingently liable for 100% of the asset orretirement ~~liability;~~obligation related to the Pass Exploration 77-20 well if the well proves to be incapable of producing oil or gas in commercial quantities. This well was in the drilling process as of December 31, 2014 and 2013. Post period the company has sold its working interest in the 77-20 well and no longer will be recording an asset retirement obligation for well 77-20. The sale with an overriding royalty has reduced the company’s commitments and continent liabilities while also ensuring the company recovers its $20,000 bond with the State of California.

~~Level~~Earnings 3:(Loss) ~~Unobservable~~Per ~~pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.~~Share

Earnings per share is calculated in accordance with FASB ASC ~~820~~No. ~~requires~~260, ~~financial~~Earnings ~~assets~~Per ~~and~~Share, ~~liabilities~~for tothe beperiod ~~classified~~presented. Basic net loss per share is based onupon the ~~lowest~~weighted ~~level~~average number of ~~input~~common ~~that~~shares isoutstanding, ~~significant~~which towere 62,814,163 for the ~~fair~~year ~~value~~ended ~~measurement~~December 31, 2014. ~~The~~Diluted ~~assessment~~net ofloss per share is based on the ~~significance~~assumption ofthat aall ~~particular~~dilutive ~~input~~convertible shares and stock options were converted or exercised. Due to the ~~fair~~reported ~~value~~losses, ~~measurement~~inclusion ~~requires~~of ~~judgment,~~common ~~and~~stock ~~may~~equivalents ~~affect~~would ~~the~~be ~~valuation~~anti-dilutive. The Company has 39,947,766 of ~~the~~common ~~fair~~stock ~~value~~equivalents as of ~~assets~~December ~~and~~31, ~~liabilities~~2014 ~~and~~representing ~~their~~common ~~placement~~shares ~~within~~issuable for the ~~fair~~exercise ~~value~~of ~~hierarchy~~stock ~~levels~~option, warrants and the conversion of convertible notes payable.

In accordance with the accounting guidance, the company has measured its asset retirement obligation using level 3 inputs using (1) the estimated current cost of abandoning the well, (2) the estimated life of the well; (3) the estimated inflation rate over the estimated life of the well; and (4) and a discount to present value using an estimate of the Company’s credit-adjusted interest rate. As discussed in Note 4, the estimated fair value of the Company’s asset retirement obligation is $94,042 at December 31, 2013. The Company re-evaluated its initial asset retirement obligation in the quarter ending June 30, 2013 realizing an increase in its asset retirement obligation for Well 77-20 of $32,635 in its evaluation of December 31, 2012.Reclassifications

~~The~~Certain ~~Company’s~~reclassifications ~~financial instruments consist~~ of ~~cash~~amounts ~~and~~previously ~~cash~~reported ~~equivalents,~~have ~~accounts~~been ~~receivable,~~made ~~prepaid~~to ~~expenditures,~~the ~~and~~accompanying ~~short-term~~financial ~~liabilities.~~statements ~~The~~to ~~fair~~maintain ~~value~~consistency ofbetween ~~these~~periods ~~financial~~presented. ~~instruments~~The ~~approximates~~reclassifications ~~the~~had ~~book~~no ~~value~~impact ~~due~~on tonet ~~the~~(loss) ~~short-term~~or ~~nature~~stockholders’ ofequity ~~these balances~~(deficit).

~~F-11~~Recent Accounting Pronouncements

~~Commitments~~In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and ~~Contingent~~certain ~~Liabilities~~related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 are effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.

The Company is engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operations. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. Management believes its properties are operated in conformity with local, state, and federal regulations. No claim has been made, nor is the Company aware of any uninsured liability which the Company may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations.F-11

~~The~~In ~~Company~~August is2014, ~~contingently~~the ~~liable~~FASB ~~for~~issued ~~all~~ASU ofNo. ~~the~~2014-15, ~~asset~~“Presentation ~~retirement~~of ~~costs~~Financial ~~associated~~Statements—Going ~~with~~Concern.” ~~the~~The ~~Pass~~provisions ~~Exploration~~of 77ASU No. 2014-2015 ~~well,~~require asmanagement ~~opposed~~to assess an entity’s ability to ~~its~~continue ~~75%~~as ~~working~~a ~~interest~~going ~~share~~concern ofby ~~such~~incorporating ~~costs~~and expanding upon certain principles that are currently in U.S. ~~The~~auditing ~~asset~~standards. ~~retirement~~Specifically, ~~obligation~~the ~~has~~amendments ~~been~~(1) ~~calculated~~provide ~~using~~a definition of the ~~Company~~term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s ~~share~~plans, (4) require certain disclosures when substantial doubt is alleviated as a result of ~~75%~~consideration of ~~the~~management’s ~~working~~plans, ~~interest~~(5) inrequire ~~the~~an ~~leased~~express ~~property.~~statement ~~Pursuant~~and toother ~~the~~disclosures ~~Farm-In,~~when ~~the~~substantial ~~Company~~doubt is ~~contingently~~not ~~liable~~alleviated, and (6) require an assessment for ~~100%~~a period of one year after the ~~asset~~date ~~retirement~~that ~~obligation~~the ~~related~~financial statements are issued (or available to ~~the~~be ~~Pass~~issued). ~~Exploration~~The ~~77-20~~amendments ~~well~~in ifthis ASU are effective for the ~~well~~annual ~~proves~~period toending beafter ~~incapable~~December of15, ~~producing~~2016, ~~oil~~and orfor ~~gas~~annual inperiods ~~commercial~~and ~~quantities~~interim periods thereafter. ~~This~~The ~~well~~Company ~~was~~is incurrently assessing the ~~drilling~~impact ~~process~~of asASU ofNo. ~~December~~2014-15 ~~31,~~on ~~2013~~the Company’s consolidated financial statements.

~~Financial~~The ~~Statement~~Company ~~Consolidation~~has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact of the Company’s financial condition or results of its operations. Various accounting standards and interpretations were issued in. The Company has evaluated the recently issued accounting pronouncements that are effective in 2014 and believe that no other recent pronouncements or updates will have a material effect on the Company’s consolidated financial position, results or operations, or cash flows when adopted.

~~The~~NOTE ~~Company~~3 ~~consolidates~~– ~~all~~OIL ~~financial~~AND ~~reporting~~GAS entities. The purpose of consolidated financial statements is to present, primarily for the benefit of the owners and creditors of the parent, the results of operations and the financial position of a parent and all its subsidiaries as if the consolidated group were a single economic entity. There is a presumption that consolidated financial statements are more meaningful than separate financial statements and that they are usually necessary for a fair presentation when one of the entities in the consolidated group directly or indirectly has a controlling financial interest in the other entities.PROPERTIES

~~Subsidiary~~The Company signed a prospect agreement with Solimar Energy LLC (Solimar) in June 2011, granting Solimar the option to acquire 35% of the Company’s 40% working interest in Tejon Footwall Proper as well as 50% working interest in any and all acquisitions in the Tejon Extension area. In exchange, Solimar agreed to pay a $200,000 prospect fee and was to commence drilling on an exploratory well no later than March 31, 2012. This agreement was voided on August 6, 2012, resulting in a Modified Agreement described below.

~~NAMOG~~In ~~has~~August ~~one~~2012, ~~“wholly-owned~~the ~~subsidiary”~~Company ~~Lani~~signed ~~LLC.~~a ItPurchase ~~acquired~~and ~~this~~Sale ~~subsidiary~~Agreement ~~through~~with Neon Energy assigning the ~~merger~~Company onNeon ~~November~~Energy’s 20% interest in the Tejon Footwall Proper, ~~2012~~along with operatorship. The cost of this exchange to the Company was $60,000.

~~Segment~~On ~~Reporting~~August 6, 2012, the Company signed a Modified Agreement with Solimar to assign 17.5% interest in the Tejon Footwall Proper to Solimar. This agreement provides the Company with operatorship of shallow drilling on the leasehold, while allowing Solimar operatorship on deep drilling on this same leasehold. Under the original agreement, Solimar paid the Company a $200,000 prospect fee, which was recorded at $76,524 of cost recovery of the Company’s capitalized undeveloped leasehold costs related to the Tejon Footwall Proper prospect, and $123,476 gain on conveyance of working interests.

On November 13, 2012, NAMG entered into a Farm-In ~~accordance~~Agreement (“Farm-In”) with ~~FASB~~Avere ~~ASC~~Energy NoCorp, a Delaware corporation (“Avere”) to develop leaseholds in the San Joaquin Basin. ~~280,~~Avere ~~Segment~~was ~~Reporting~~assigned a 25% working interest in the ~~Company~~Tejon ~~has~~Ranch ~~evaluated~~Extension ~~how~~leases, ita is21.25% ~~organized~~interest ~~and~~in ~~managed~~the Tejon Main Area leases, and ~~has~~a ~~identified~~50% ~~only~~working ~~one~~interest ~~operating~~in ~~segment~~the White Wolf lease. Pursuant to the Farm-In, ~~which~~Avere’s isobligation was to transfer $2,200,000 for use in NAMG’s operations. These operations include 100% of the ~~exploration~~working interest costs associated with drilling and ~~development~~testing one (1) exploration well in the Tejon Extension area (in an amount up to a maximum of ~~oil~~$1,300,000), $347,500 to secure additional leaseholds in the White Wolf prospect area, and ~~gas~~$552,500 ~~producing~~to ~~properties~~drill a well in the Tejon Main lease area.

~~Earnings~~The Farm-In was amended on March 4, 2013. The amendment corrected an administrative error in Section 1.3(~~Loss~~d)(ii) ~~Per~~of ~~Share~~the Farm-in to provide that Avere shall provide NAMG with $347,500 to be used for delay rentals or leasing new acreage in White Wolf.

~~Earnings~~On ~~per~~August ~~share is calculated in accordance with FASB ASC No. 260~~1, ~~Earnings~~2013 ~~Per Share, for~~ the ~~period~~Company ~~presented.~~and ~~Basic~~Avere ~~net~~entered ~~loss~~into ~~per~~a ~~share~~Purchase isand ~~based~~Sale ~~upon~~Agreement ~~the~~with ~~weighted~~Solimar ~~average~~to ~~number~~purchase ofan ~~common~~additional ~~shares~~interest ~~outstanding,~~in ~~which were 61,114,602 for~~ the ~~year~~Tejon ~~ended~~Main ~~December 31, 2013~~leaseholds. ~~Diluted~~This ~~net~~Agreement ~~loss~~resulted ~~per~~in ~~share is based on~~ the ~~assumption~~Company ~~that~~retaining ~~all~~40% ~~dilutive~~working ~~convertible~~interest ~~shares~~in ~~and~~the ~~stock~~Tejon ~~options~~Main ~~were~~Lease, ~~converted~~with orAvere ~~exercised.~~holding ~~Due~~a to50% ~~the~~working ~~reported losses~~interest, ~~inclusion~~and ofSolimar ~~common~~holding ~~stock~~a ~~equivalents~~10% ~~would~~working ~~be anti-dilutive~~interest.

~~Reclassifications~~Combined, the Company at December 31, 2014 has over 174 leaseholds in the San Joaquin Basin with one to three (3) year terms that expire through December 2017. During the fourth quarter of 2014, the Company strategically decided to have the leases in Tejon Main and White Wolf lapse as they expire, keeping the Tejon Extension leases which was sold post year end. As a result, the Company impaired $259,093 in oil and gas properties during 2014.

Certain reclassifications of amounts previously reported have been made to the accompanying financial statements to maintain consistency between periods presented. The reclassifications had no impact on net income (loss) or shareholders’ equity (deficit).F-12

~~Recent~~Oil ~~Accounting~~and ~~Pronouncements~~gas properties consist of the following:

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact of the Company’s financial condition or results of its operations. Various accounting standards and interpretations were issued in. The Company has evaluated the recently issued accounting pronouncements that are effective in 2013 and believe that none of them will have a material effect on the Company’s financial position, results or operations, or cash flows when adopted.

	December 31, 2014		December 31, 2013

Oil and Gas Property
Unproved Leaseholds	$	148,829	$	378,478
Asset Retirement Obligation	$	66,332	$	94,042

Total Oil and Gas Properties	$	215,161	$	472,520

~~F-12~~NOTE 4 – RELATED PARTY TRANSACTIONS

~~NOTE~~The 4Company –entered ~~OIL~~into ~~AND~~a ~~GAS~~short-term ~~PROPERTIES~~loan with ASPS Energy Investments, Ltd. (“ASPS”), a company whose voting and investment control is held by Mr. Robert Rosenthal, the Company’s President and Chief Executive Officer, on September 7, 2012, for the principal sum of $50,000, with interest rate of 3%. The note was due and payable on September 6, 2013, when the outstanding amount of principal and interest was due in full. On February 3, 2014, the outstanding principal of $50,000 as well as accrued interest of $2,153 was converted into 200,590 shares of common stock at a price of $0.26 per share. The balance of this accounts payable at December 31, 2014 is $0.

~~The~~On November 13, 2012, the Company ~~signed~~entered into a ~~prospect~~Farm-In agreement with ~~Solimar~~Avere Energy ~~LLC~~Corp (~~Solimar~~“Avere”), ina ~~June~~wholly ~~2011~~owned subsidiary of East West Petroleum Corp, ~~granting~~a ~~Solimar~~company ~~the~~with ~~option~~common ownership to ~~acquire~~NAOMG. ~~35%~~According to the provisions of the ~~Company’s~~agreement, ~~40%~~Avere ~~working~~was ~~interest~~to infund ~~Tejon~~$300,000 ~~Footwall~~for ~~Proper~~overhead, aswhich ~~well~~was asfunded 50at 100% ~~working~~as ~~interest~~of inMay ~~any~~1, 2013. The Company has repaid through cash and ~~all~~overhead ~~acquisitions~~deductions in the ~~Tejon~~amount ~~Extension~~of ~~area.~~$193,390 Inleaving ~~exchange,~~the ~~Solimar~~debt ~~agreed~~remaining toat ~~pay~~December a31, 2014 of $~~200~~106,~~000~~610. ~~prospect~~Additionally, ~~fee~~Avere ~~and~~has ~~was~~provided $1,300,000 to ~~commence~~finance the drilling onof anWell ~~exploratory~~77-20 ~~well~~in noexchange ~~later~~for ~~than~~a ~~March~~25% ~~31,~~working ~~2012~~interest in the Tejon Extension. ~~This~~Well ~~agreement~~77-20 ~~was~~has ~~voided~~been ondrilled, ~~August~~and 6is currently shut in while reviewing additional testing possibilities. As of December 31, ~~2012~~2014 Avere has contributed $1,337,019 ~~resulting~~towards inWell a77-20, ~~Modified~~with ~~Agreement~~NAMG’s ~~described~~contribution ~~below~~at $115,275.

InOn ~~August~~February ~~2012~~1, 2013, the Company ~~signed~~entered into a ~~Purchase~~consulting ~~and~~contract ~~Sale~~with ~~Agreement~~a ~~with~~Board ~~Neon~~Director, ~~Energy~~Cosimo ~~assigning~~Damiano. ~~the~~The ~~Company~~consulting ~~Neon~~contract ~~Energy’s~~is ~~20%~~for ~~interest~~twelve months beginning January 2013 at a rate of $5,000 per month, and covers a variety of consulting activities in the ~~Tejon~~management ~~Footwall~~and ~~Proper,~~operations ~~along~~of ~~with~~the ~~operatorship~~Company. ~~The~~For ~~cost~~the oftwelve ~~this~~(12) ~~exchange~~month toperiod ending December 31, 2013 the Company ~~was~~incurred consulting fees totaling $60,000, $35,000 of which is included in accounts payable as of December 31, 2014.

On ~~August~~April 61, ~~2012~~2013 Donald Boyd, ~~the~~Operations ~~Company~~Manager, ~~signed~~and aRobert ~~Modified~~Skerry ~~Agreement~~Hoar, ~~with~~Managing ~~Solimar~~Geologist, agreed to ~~assign~~termination ~~17.5%~~of ~~interest~~services inas ~~the~~full ~~Tejon~~time ~~Footwall~~employees, ~~Proper~~and tosigned ~~Solimar.~~Consulting ~~This~~Agreement ~~agreement~~contracts ~~provides~~with the Company ~~with~~this ~~operatorship~~same ofdate. ~~shallow~~Each ~~drilling~~individual oncontract ~~the~~stipulates ~~leasehold~~$5,000 ~~while~~per ~~allowing~~month ~~Solimar~~fixed ~~operatorship~~compensation onfor ~~deep~~consulting ~~drilling~~services onin ~~this~~the ~~same~~ongoing ~~leasehold~~operations of NAMG. ~~Under~~As ~~the~~of ~~original~~December ~~agreement~~31, ~~Solimar~~2014, ~~paid~~ the Company ahas $~~200~~48,~~000~~500 ~~prospect~~in ~~fee,~~accounts ~~which~~payable ~~was~~to ~~recorded~~Donald atBoyd and $7646,~~524~~057 ofto ~~cost~~Robert ~~recovery~~Skerry ofHoar ~~the~~in ~~Company’s~~accounts ~~capitalized~~payable. ~~undeveloped~~These ~~leasehold~~agreements ~~costs~~have ~~related~~been toterminated ~~the~~effective ~~Tejon~~November ~~Footwall Proper prospect~~30, ~~and $123,476 gain on conveyance of working interests~~2014.

On ~~November~~July 1323, ~~2012~~2014, ~~NAMOG~~the Company entered into a ~~Farm~~short-Interm ~~Agreement~~promissory note (the “~~Farm-In~~Note”) with ~~Avere~~ASPS Energy ~~Corp~~Investments Ltd., a ~~Delaware~~company ~~corporation~~whose ~~(“Avere”)~~voting toand ~~develop~~investment ~~leaseholds~~control inis held by Mr. Robert Rosenthal, the ~~San~~Company’s ~~Joaquin~~President ~~Basin~~and Chief Executive Officer. ~~Avere~~The ~~was~~Note ~~assigned~~is for a ~~25%~~principal ~~working~~amount of $20,000, bears interest inat the ~~Tejon~~rate ~~Ranch~~of ~~Extension~~4% ~~leases~~per annum, aand 21is payable on or before August 26, 2014.~~25%~~ ~~interest~~The inproceeds from the ~~Tejon~~Note ~~Main~~were ~~Area~~used ~~leases~~for the Company’s general business purposes. This amount remains outstanding as of December 31, 2014, and athe ~~50%~~Company ~~working~~has ~~interest~~accrued $355 in ~~the~~interest ~~White~~on ~~Wolf~~this ~~lease.~~note ~~Pursuant~~through toDecember ~~the Farm-In~~31, ~~Avere’s~~2014. ~~obligation~~The note was amended to ~~transfer~~have ~~$2,200,000~~the ~~for~~note ~~use~~to either be paid in ~~NAMOG’s~~the ~~operations.~~form ~~These~~of ~~operations~~cash ~~include~~or ~~100~~converted into shares at 60% of the ~~working~~lowest ~~interest~~trading ~~costs~~price ~~associated~~over ~~with~~the ~~drilling~~last ~~and~~20 ~~testing~~trading ~~one~~days. ~~(1)~~On ~~exploration~~March ~~well~~17, in2015, the ~~Tejon~~outstanding ~~Extension~~principal ~~area~~of ~~(in~~$20,000 anexcluding ~~amount~~the upaccrued tointerest awas ~~maximum~~converted ofinto $15,~~300,~~000),000 ~~$347,500~~shares toof ~~secure~~common ~~additional~~stock ~~leaseholds~~at ina ~~the~~price ~~White~~of ~~Wolf~~$0.004 ~~prospect~~per ~~area,~~share. ~~and~~The ~~$552,500~~balance toof ~~drill~~this aaccounts ~~well~~payable inat ~~the~~December ~~Tejon~~31, ~~Main~~2014 ~~lease~~is ~~area~~$0.

~~The~~Total ~~Farm-In~~outstanding ~~was~~related ~~amended~~party onaccounts ~~March~~payable ~~4, 2013. The amendment corrected an administrative error in Section 1.3(d)(ii) of the Farm-in~~ to ~~provide that~~ Avere ~~shall provide NAMOG with $347~~,~~500~~ toCosimo ~~be used for delay rentals or leasing new acreage in White Wolf. The Farm-In incorrectly stated the amount for White Wolf operations at $647~~Damiano,~~500.~~ InDonald ~~addition~~Boyd, ~~the~~Robert ~~wording~~Skerry ofHoar ~~Section~~at ~~1.3(f)~~December ~~of the Agreement had indicated that a $500~~31,~~000~~ ~~purchase~~2014 ofis ~~common stock by East/West petroleum at~~ $236,167.10 per share was to be exclusively used for White Wolf acquisition purchases. The amendment to the Farm-In allow for more flexibility of use of this capital to include working on existing projects (including the Tejon Main Area and the Tejon Ranch Extension).

On August 1, 2013 the Company and Avere entered into a Purchase and Sale Agreement with Solimar to purchase an additional interest in the Tejon Main leaseholds. This Agreement resulted in the Company retaining 40% working interest in the Tejon Main Lease, with Avere holding a 50% working interest, and Solimar holding a 10% working interest.F-13

~~Combined,~~NOTE ~~the~~5 ~~Company~~– atASSET ~~December~~RETIREMENT ~~31, 2013 has over 174 leaseholds in the San Joaquin Basin with one to four (4) year terms that expire through December 2017.~~OBLIGATION

~~Oil~~Changes ~~and~~in ~~gas~~the ~~properties~~Company’s ~~consist~~asset ofretirement ~~the~~obligations ~~following~~were as follows:

	Twelve Months Ending December 31, 2013			Twelve Months Ending December 31, 2012
	December 31,2014			December 31,2013
Oil and Gas Property
Asset retirement obligation, beginning of period	$	104,100		$	62,029
Unproved Leaseholds	$	378,478		$	217,347
Abandonment costs		-			-
Asset Retirement Obligation		94,042			61,407
Loss(gain) on settlement of liabilities		-			-
Total Oil and Gas Properties	$	472,520		$	278,754
Revisions in estimated liabilities	$	(27,711	)	$	32,635
Liabilities incurred from new drilling		-			-
Accretion expenses	$	1,026		$	9,436
Asset retirement obligation, end of period	$	77,415		$	104,100

~~F-13~~NOTE 6 – INCOME TAXES

~~NOTE~~As 5of –December ~~FURNITURE~~31, ~~FIXTURES~~2014 ~~AND~~and ~~EQUIPMENT~~2013 the Company had deferred tax assets amounting to approximately $997,715 and $813,669, respectively. These tax assets are a result of net operating losses and differences between the book and tax basis in oil and gas properties. A valuation allowance has been established due to the uncertainty of the utilization of the operating losses in future periods. As a result, in both years the deferred tax asset was reduced to zero and no income tax benefit was recorded. The net operating loss carry forwards will begin to expire in 2034.

AThe ~~summary~~income tax effect of ~~our~~temporary ~~furniture,~~differences ~~fixtures~~comprising the deferred tax assets and ~~equipment~~deferred astax ofliabilities ~~December~~on ~~31,~~the ~~2013~~accompanying ~~and~~balance ~~2012~~sheets is asthe ~~follows~~result of the following:

	December 31, 2013			December 31, 2012
	2014			2013
Property & Equipment
Deferred Tax Assets, Net
Office Furniture	$	2,564		$	2,564
Net Operating Loss Carry forward	$	742,297		$	635,240
Computers		5,394			4,049
Basis of Property & Equipment	$	255,418		$	178,429
Subtotal - Equipment		7,958			6,613
(Less: Valuation Allowance)	$	(997,715	)	$	(813,669	)
(Less): Accumulated Depreciation		(2,082	)		(1,927	)
Total Deferred Income tax asset, Net		-			-
Net Furniture, Fixtures and Equipment	$	5,876		$	4,686

~~NOTE 6 – RELATED PARTY TRANSACTIONS~~F-14

The ~~Company~~provision ~~entered into a short-term loan with ASPS Energy Investments, Ltd. (“ASPS”), on September 7, 2012,~~ for ~~the~~income ~~principal~~taxes ~~sum~~consists of ~~$50,000, with interest rate of 3%. The note was due and payable on September 6, 2013, when~~ the ~~outstanding~~following ~~amount of principal and interest was due in full. This note has since been converted to Common Stock.~~components:

On November 13, 2012, the Company entered into a Farm-In agreement with Avere Energy Corp (“Avere”), a wholly owned subsidiary of East West Petroleum Corp. According to the provisions of the agreement, Avere was to fund $300,000 for overhead, which was funded at 100% as of May 1, 2013. The Company has repaid through cash and overhead deductions in the amount of $143,390 leaving the debt remaining at December 31, 2013 of $156,610. Additionally, Avere has provided $1,300,000 to finance the drilling of Well 77-20 in exchange for a 25% working interest in the Tejon Extension. Well 77-20 has been drilled, and is currently shut in while reviewing additional testing possibilities. As of December 31, 2013 Avere has contributed $1,337,019 towards Well 77-20, with NAMOG’s contribution at $115,275.

	2014			2013
Current Tax Benefit
Federal		-			-
State		-			-

		-			-

Deferred Tax Benefit
Federal		(823,986	)		646,638
State		(173,729	)		167,031

		(997,715	)		813,669

Valuation Allowance		-
Federal		(823,986	)		(646,638	)
State		(173,729	)		(167,031	)

		(997,715	)		(813,669	)

Total					-

~~Through~~NOTE ~~the~~7 Farm-In agreement, Avere is to fund $347,500 in total to acquire the White Wolf Prospect in exchange for a 50% working interest. As of December 31, 2013 NAMOG secured 4,663 gross acres, 2,239 net acres, at an average cost per net acre of $135.18. The total costs for the White Wolf leasing acquisition program through December 31, 2013 is $399,823. Avere’s share of these costs at December 31, 2013 is $292,186 leaving a remaining obligation from Avere of $55,314 per this agreement.– EQUITY

OnCommon February 1, 2013, the Company entered into a consulting contract with a Board Director, Cosimo Damiano. The consulting contract is for twelve months beginning January 2013 at a rate of $5,000 per month, and covers a variety of consulting activities in the management and operations of the Company. For the twelve (12) month period ending December 31, 2013 the Company incurred consulting fees totaling $60,000, $40,000 of which is included in accounts payable as of December 31, 2013.Stock

OnDuring ~~April~~the 1,year ~~2013~~ended ~~Donald~~December ~~Boyd~~31, ~~Operations Manager~~2013, ~~and~~the ~~Robert~~Company ~~Skerry~~sold ~~Hoar~~989,602 ~~Managing~~shares ~~Geologist, agreed to termination~~ of ~~services~~common asstock ~~full~~for ~~time~~cash. ~~employees,~~The ~~and~~shares ~~signed~~had ~~Consulting~~an ~~Agreement~~aggregate ~~contracts~~fair ~~with~~value ~~the~~of ~~Company this same date. The contracts stipulate~~ $5625,~~000~~020 ~~per~~and ~~month~~were ~~fixed~~sold ~~compensation~~ for ~~consulting~~between ~~services~~$0.10 inand ~~the~~$0.81 ~~ongoing~~per ~~operations of NAMOG~~share.

~~F-14~~On January 27, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a Nevis Corporation, for the sale and issuance of 854,701 shares of the Company’s common stock for a purchase price of $200,000, and warrants to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $.30 per share. The Warrants are exercisable immediately and expire January 27, 2017.

~~NOTE 7 – ASSET RETIREMENT OBLIGATION~~F-15

~~Changes~~On inFebruary 3, 2014, ASPS elected to convert its $50,000 loan plus interest to date (totaling $52,153) to Two Hundred-thousand, Five Hundred-ninety (200,590) common shares based on the ~~Company~~previous day’s ~~asset~~close ~~retirement~~(Friday, ~~obligations~~January ~~were~~31, as2014) ~~follows:~~of $0.26 per share.

	December 31, 2013		December 31, 2012
Asset retirement obligation, beginning of period	$	62,029	$	-
Adjustments to Original ARO Asset		32,635		-
Liabilities incurred from new drilling		-		61,407
Accretion expenses		9,436		622
Asset retirement obligation, end of period	$	104,100	$	62,029

On March 24, 2014, the Company issued 300,000 shares of common stock to a consultant for services rendered valued at $21,000 ($0.07 per share).

~~NOTE~~On 8March –28, ~~INCOME~~2014, ~~TAXES~~the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a Nevis Corporation, for the sale and issuance of 694,444 shares of the Company’s common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants are exercisable immediately and expire March 28, 2017.

AsOn of December 3126, ~~2012~~2014, ~~and 2013~~ the Company ~~had~~issued ~~deferred tax assets amounting to approximately $142~~3,000 ~~and $813~~,~~669,~~000 ~~respectively.~~shares ~~These tax assets are a result~~ of ~~net~~common ~~operating~~stock ~~losses~~under ~~and~~an ~~differences~~S-8 ~~between the book and tax basis in oil and gas properties. A valuation allowance has been established due~~ to ~~the uncertainty of the utilization of the operating losses in future periods. As~~ a ~~result,~~consultant infor ~~both~~services ~~years~~rendered ~~the~~at ~~deferred tax asset was reduced to zero and no income tax benefit was recorded~~$60,000. ~~The net operating loss carry forwards will begin to expire in 2031.~~

~~The~~On ~~income~~December ~~tax~~30, ~~effect~~2014 ~~of temporary differences comprising~~ the ~~deferred~~Company ~~tax~~issued ~~assets~~300,000 ~~and~~share ~~deferred~~of ~~tax~~common ~~liabilities~~stock onto ~~the~~Beaufort ~~accompanying~~Capital ~~balance~~as ~~sheets~~compensation isfor ~~the~~terminating ~~result of~~ the ~~following:~~S1.

	2013			2012
Deferred Tax Assets, Net
Net Operating Loss Carry forward	$	635,240		$	60,400
Basis of Property & Equipment		178,429			81,600
(Less: Valuation Allowance)		(813,669	)		(142,000	)
Total Deferred Income tax asset, Net	$	-		$	-

As of December 31, 2014, the Company has 66,464,337 shares issued and outstanding.

~~The provision for income taxes consists of the following components:~~NAMG

~~F-15~~Option Activity

	2013			2012
Current Tax Benefit
Federal	$	-		$	27,000
State		-			8,000
		-			35,000
Deferred Tax Benefit
Federal		646,638			83,000
State		167,031			24,000
		813,669			107,000
Valuation Allowance
Federal		(646,638	)		(110,000	)
State		(167,031	)		(32,000	)
		(813,669	)		(142,000	)
Total	$	-		$	-

In February 2013, the Company’s board of directors approved a stock option grant to purchase an aggregate of 350,000 shares of common stock to two non-employee consultants. The options are exercisable for a term of ten years at $.70 per share and vest on the date of grant. The grant date value of the options was $368,955. The options were valued using the Black-Scholes model with the following assumptions: 255.02% volatility; 5.00 year estimated life; zero dividends; 0.78% discount rate; and, quoted stock price and exercise price of $.70.

~~NOTE~~In 9April –2013, ~~SUBSEQUENT~~the ~~EVENTS~~Company’s board of directors approved a stock option grant to purchase an aggregate of 500,000 shares of common stock to one executive employee. The options are exercisable for a term of ten years at $.80 per share and vest one year from grant date, April 2014. The grant date value of the options was $243,955. The options were valued using the Black-Scholes model with the following assumptions: 255.02% volatility; 5.00 year estimated life; zero dividends; 0.76% discount rate; and, quoted stock price and exercise price of $.80.

OnDuring ~~January~~the 27year ended December 31, ~~2014~~2013, the Company ~~entered~~recorded ~~into~~stock-based acompensation ~~Stock~~of ~~Purchase~~$276,269 ~~Agreement~~and ~~with~~$243,955, ~~Oel~~respectively, ~~und~~as ~~Erdgazforshung~~general ~~AG,~~and aadministrative ~~German Corporation~~expenses, ~~for~~and ~~the~~G ~~sale~~& ~~and~~G ~~issuance~~Services. ofAt ~~854~~December 31,~~701~~ ~~shares~~2013 of the ~~Company’s~~weighted ~~common~~average ~~stock~~remaining ~~for~~life ~~a purchase price~~ of ~~$200,000,~~the ~~and~~stock ~~warrants~~options tois ~~purchase~~4.25 anyears. ~~aggregate~~The ofunamortized ~~100,000~~amount ~~shares~~ of ~~Common~~stock-based ~~Stock,~~compensation at anDecember ~~exercise~~31, ~~price~~2013 ofwas $92,089.30 ~~per~~This ~~share.~~remaining ~~The~~cost ~~Warrants~~was ~~are~~expensed ~~exercisable~~in ~~immediately~~the ~~and~~first ~~expire~~quarter ~~January~~of ~~27, 2017~~2014.

OnAt ~~February~~December 331, 2014, ~~ASPS~~the ~~elected~~weighted toaverage ~~convert~~remaining ~~its~~life ~~$50,000~~of ~~loan~~the ~~plus~~stock ~~interest~~options tois ~~date~~8 ~~(totaling~~years. ~~$52,153)~~All tooptions ~~Two~~had ~~Hundred-thousand,~~been ~~Five~~fully ~~Hundred-ninety~~amortized ~~(200,590)~~as ~~common~~of ~~shares~~December ~~based on the previous days close (Friday, January~~ 31, 2014~~) of $0~~.~~26 per share.~~

Outstanding as of December 31, 2014	Number of Options/Shares		Range of Exercise Prices		Weighted-Average Exercise Price
Outstanding as of December 31, 2013		850,000	$	0.70-$ 0.80	$	0.76
Options granted		-		-		-
Options exercised		-		-		-
Options forfeited/expired/cancelled		-		-		-
Outstanding as of December 31, 2014		850,000	$	0.70-$0.80	$	0.76
Exercisable as of December 31, 2014		850,000	$	0.70-$0.80	$	0.76
Exercisable as of December 31, 2013		350,000	$	0.70	$	0.70

F-16

Information about stock options outstanding as of December 31, 2014 is as follow:

Exercise Price		Number of Options Outstanding	Weighted-Average Remaining Contractual Life (years)		Number of Options Exercisable
$	0.70			7.20		350,000
$	0.80			8.30		500,000
				7.80		850,000

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in the period presented:

	Year Ended December 31, 2014		Year Ended December 31, 2013

Risk-free interest rate(1)		-		1.75
Expected life (in years)(2)		-		3.625
Expected volatility(3)		-		225.02
Dividend yield		-		-
Weighted-average estimated fair value of options granted during the period		-		0.795

_____________

(1)	The Risk Free Rate is a 5 Year Treasury rate.
(2)	The expected life (in years) is based on the simplified method: Expected term = ((vesting term + original contractual term)/2).
(3)	The expected volatility is based on the volatility weighted average of stock options

Warrant Activity

On January 27, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 854,701 shares of the Company’s common stock for a purchase price of $200,000, and warrants to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $.30 per share. The Warrants are exercisable immediately and expire January 27, 2017.

On March 28, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 694,444 shares of the Company’s common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants are exercisable immediately and expire March 28, 2017.

On October 16, 2013, North American Oil & Gas Corp. (the “Company”) finalized a Stock Purchase Agreement Oel und Erdgazforshung AG (the “Investor”), relating to the sale and issuance of an 246,914 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for a purchase price of $200,000, and warrants (the “October Warrants”) to purchase an aggregate of 96,618 shares of Common Stock, at an exercise price of $1.04 per share.

The October Warrants are exercisable immediately and expire October 10, 2016. The October Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each October Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

F-17

The O&E Agreement stipulates that the Investor will purchase the Common Stock in up to five (5), two hundred thousand dollar ($200,000) tranches, for an aggregate price of one million dollars ($1,000,000) with each tranche being issued in forty-five day intervals. The quantity of Common Stock issued, per tranche, will be determined based on a ten percent (10%) discount of the previous day closing price of the Common Stock. With each tranche, 100,000 December 1st Warrants will be issued based on an exercise price at a premium of fifteen percent (15%) of the previous day closing price of the Common Stock.

The December 1st Warrants will be exercisable immediately upon issuance and expire three (3) years from issuance date. The December 1st Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 1st Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications.

On December 6, 2013, the Company executed the second tranche of the O&E Agreement with the Investor, relating to the sale and issuance of 261,438 shares of the Common Stock, for a purchase price of $200,000, and warrants (the “December 6th Warrants”) to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $0.98 per warrant.

The December 6th Warrants are exercisable immediately and expire December 6, 2016. The December 6th Warrants are exercisable, at the option of the holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each December 6th Warrant are subject to adjustment in the event of stock dividends, distributions, splits, and reclassifications. The issuances of these shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as sales of securities not involving any public offering.

A summary of the Company’s warrant activity and related information is as follows:

	Number of Shares		Weighted-Average Remaining Life (in years)		Weighted Average Exercise Price
Outstanding at January 1, 2014 (1)		196,618		3.00	$	1.01
Granted Warrants (2)		650,000		3.00	$	0.36
Exercised		-
Cancelled/Expired		-
Outstanding at December 31, 2014		846,618		2.35

Vested and Exercisable at December 31, 2014		846,618		2.35	$	0.37

________________

(1)

Under a Purchase and Sale Agreement with Oel und Erdgazforshung AG ("OUE"), A Nevis Corp. dated October 16, 2013 the Company issued 246,914 shares of Common Stock, and 96,618 warrants with an exercise price of US $1.04 determined by a formula of a 15% premium to the previous day closing stock price for an aggregate sum of $200,000. Under a Purchase and Sale Agreement with OEG dated December 6, 2013 the Company issued 261,438 shares of Common Stock, and 100,000 warrants with an exercise price of US $.98 for an aggregate sum of $200,000.

(2)

	On March 28, 2014, the Company entered into a Stock Purchase Agreement with Oel und Erdgazforshung AG, a German Corporation, for the sale and issuance of 694,444 shares of the Company’s common stock for a purchase price of $100,000, and warrants to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $.18 per share. The Warrants are exercisable immediately and expire March 28, 2017.

(3)	On August 12, 2014 the Company entered into a Convertible Promissory Note with WHC Capital, LLC. (“WHC”). The Convertible Promissory Note provides the Company with a note in the principal amount of $210,000. The net proceeds the Company received was $135,000 as $60,000 of Original Issue Discount and a financing fee of $15,000 was netted out from the total principal. The Convertible Promissory Note matures on February 11, 2015, and the Company shall make monthly installments of $25,000, commencing September 11, 2014, with the balance due at maturity. The WHC note was issued with 500,000 warrants, expiring thirty-six months from the execution of the warrant agreement are exercisable into 500,000 common shares of the Company’s Common Stock at $.15 per share.

F-18

NOTE 8 – CONVERTIBLE NOTES PAYABLE

WHC Capital, LLC

On August 12, 2014 the Company entered into a Convertible Promissory Note with WHC Capital, LLC. (“WHC”). The Convertible Promissory Note provides the Company with a note in the principal amount of $210,000. The net proceeds the Company received was $135,000 as $60,000 of Original Issue Discount and a financing fee of $15,000 was netted out from the total principal. The Convertible Promissory Note matures on February 11, 2015, and the Company shall make monthly installments of $25,000, commencing September 11, 2014, with the balance due at maturity. As of December 31, 2014, payments in the amount of $50,000 have been made and the balance remaining at December 31, 2014 is $160,000. As the Company failed to make their required $25,000 installment (and subsequent installments), on November 10, 2014, they have defaulted on the WHC Convertible Promissory Note. As a result of the default, pursuant to the terms of WHC Convertible Promissory Note, the November 10, 2014 installment of $25,000 is increased by 30%, and bears interest at 22%. Additionally, the default leads to acceleration and then the full note is increased by 150% to total $330,581. The Company is in process of negotiating a settlement with WHC. As of December 31, 2014, the Company recorded $170,418 in default interest and penalties.

The Convertible Promissory Note may not be prepaid in whole or in any part except as otherwise explicitly set forth in the agreement. Any amount of principal or interest on this Convertible Promissory Note which is not paid when due shall bear interest at the rate of twenty-two percent (22%) per annum from the due date thereof until the same is paid (see above).

WHC shall have the right and at any time after February 11, 2015 to convert all or any part of the outstanding and unpaid principal amount of the Convertible Promissory Note into shares of the Company’s common stock at a conversion price of a thirty-percent (30%) discount off the average of the three (3) lowest intra-day trading prices during the twenty (20) trading days immediately preceding a conversion date, as reported by NASDAQ.

In accordance with the Convertible Promissory Note agreement, if at any time when the note is outstanding, the Company issues or sells, any common shares for no consideration or for consideration per share less than the conversion price in effect on the date of such issuance of such shares of common stock, then immediately upon that issuance, the conversion price will be reduced to the amount of the consideration per share received by the Company.

In addition, the Company has recognized an original issue discount in the amount of $60,000. This amount will be amortized using the effective interest method over the life of the Convertible Promissory Note. For the period ended December 31, 2014, the Company has amortized $48,001, with $11,999 remaining as of December 31, 2014.

The WHC note was issued with 500,000 warrants, expiring thirty-six months from the execution of the warrant agreement are exercisable into 500,000 common shares of the Company’s Common Stock at $.15 per share. The fair value of the warrants were estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 128.14%, risk free interest rate of 1.00%; and expected term of three years. The fair value of the warrants on the date of issuance is reflected as a debt discount in the amount of $24,760 and an increase to additional paid-in capital. Through the period ended December 31, 2014, there was amortization of the debt discount of $18,426 to bring the debt discount to $6,334 as of December 31, 2014.

JMJ Financial

On September 3, 2014 the Company entered into a Convertible Note with JMJ Financial (“JMJ”). The Convertible Note provides the Company with a note in the principal amount up to $300,000. The Company received an initial tranche of gross proceeds of $50,000, and net proceeds of $45,000, the $5,000 being Original Issue Discount. The term of the Convertible Note is two years. There is no interest due if the Company repays the note in the first three months. If the Company fails to repay the note within the 90 day period, a one-time interest charge of twelve percent (12%) shall be applied to the principal. A second tranche with similar terms of $25,000 gross proceeds and $22,500 net proceeds was received on December 18, 2014.

JMJ has the right after the 90^th day, at its election, to convert all or part of the outstanding and unpaid principal and accrued interest into shares of common stock at a conversion price of 60% of the lowest trade price in the 20 trading days previous to the conversion. On December 3, 2014, when the first tranche of the JMJ Note became convertible, the Company recognized a derivative liability in the amount of $66,204. The Company recognized a fair value adjustment of $5,070 through December 31, 2014 bringing the derivative liability balance down to $61,134 at December 31, 2014. There was amortization of the debt discount of $1,497 to bring the unamortized debt discount down to $48,503 from $50,000.

In addition, the Company has recognized an original issue discount in the amount of $5,000. This amount will be amortized using the effective interest method over the life of the Convertible Promissory Note. For the period ended December 31, 2014, the Company has amortized $913, with $6,587 remaining as of December 31, 2014.

F-19

KBM Worldwide, Inc.

On November 7, 2014 the Company entered into a Convertible Promissory Note with KBM Worldwide, Inc. (“KBM”). The Convertible Promissory Note in the principal amount of $53,500 accrues interest at the rate of 8% per annum and matures August 7, 2015. Any amount of principal or interest on this Convertible Promissory Note which is not paid when due shall bear interest at the rate of 22% per annum (“Default Rate”). The Company received net proceeds of $50,000 for this note, paying $3,500 of fees related to the note out of closing.

KBM shall have the right to convert this note into shares of the Company’s common stock after 180 days at a conversion price equal to 61% (39% discount) of the average of the three lowest trading prices during the ten trading day period ending on the latest complete trading day prior to conversion. Upon becoming convertible, the conversion feature will be accounted for as an embedded derivative liability.

There has been no payments made on this note through December 31, 2014, and the Company has accrued $633 in interest for the period ended December 31, 2014.

LG Capital Funding, LLC

On November 18, 2014 the Company entered into a Convertible Redeemable Note with LG Capital Funding, LLC. (“LG”). The Convertible Redeemable Note in the principal amount of $42,000 accrues interest at the rate of 8% per annum and matures November 18, 2015. The note may be prepaid at any time up to the 180^th day at a prepayment penalty as stipulated in the note agreement. The Company received net proceeds of $40,000 for this note, paying $2,000 of fees related to the note out of closing.

LG shall have the right to convert this note into shares of the Company’s common stock after 180 days at a conversion price equal to 65% (35% discount) of the lowest trading prices during the twenty trading day period ending on the latest complete trading day prior to conversion. Upon becoming convertible, the conversion feature will be accounted for as an embedded derivative liability.

There has been no payments made on this note through December 31, 2014, and the Company has accrued $396 in interest for the period ended December 31, 2014.

Long-term Debt Summary - December 31, 2014	WHC Capital			JMJ Financial			KBM Worldwide			LG Capital			Total
Principal Amount	$	210,000		$	75,000		$	53,500		$	42,000		$	380,500
Original Issue Discount		(11,999	)		(6,587	)		-			-			(18,586	)
Debt Discount		(6,334	)		(48,503	)		-			-			(54,837	)
Default Interest Added		170,581			-			-			-			170,581
Principal Repayments		(50,000	)		-			-			-			(50,000	)
Total - December 31, 2014		312,248			19,910			53,500			42,000			427,658
Less: Current portion of convertible notes payable		(312,248	)		(19,910	)		(53,500	)		(42,000	)		(427,658	)
Long-term portion of convertible notes payable	$	-		$	-		$	-		$	-		$	-

NOTE 9 – FAIR VALUE MEASUREMENT

The Company records its financial assets and liabilities at fair value, which is defined as the price that would be received to sell the asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The fair value measurement of these liabilities is consistent with ASC 820, "Fair Value Measurements", whereby the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

	Level 1:	Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

	Level 2:	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

	Level 3:	Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

F-20

The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014:

	Level 1		Level 2		Level 3		Total

Derivative liabilities		-		-		61,134		61,134

There were no such derivatives at December 31, 2013

The estimated fair values of the Company’s derivative liabilities are as follows:

	Convertible Notes⁽¹⁾		Derivative Liability⁽²⁾			Notes Payable⁽³⁾

Liabilities Measured at Fair Value
Beginning balance as of December 31, 2012	$	-	$	-		$	-
Revaluation (gain)/loss in interest expense		-		-			-
Issuances, net of discount		-		-			50,000
Amortization of discount		-		-			-
Balance as of December 31, 2013	$	-	$	-		$	50,000
Derivative expense		-		66,204			-
Revaluation (gain)/loss in interest expense		-		(5,070	)		-
Issuances, net of discount and repayemnts		361,490		-			(30,000	)
Amortization of discount		72,010		-			-
Ending balance as of December 31, 2014	$	433,500	$	61,134		$	20,000

Total (gain)/loss from revaluation of derivatives included in earnings for the period and reported as an adjustment to interest is as follows:

For fiscal 2013		$	-			$	-			$	-
For fiscal 2014			-				11,134	⁽⁴⁾			-

________________

(1)	The balance as of December 31, 2014 and 2013, includes gross proceeds received, net of repayments.
(2)	Represents the derivative liability on the convertible notes.
(3)	The balance represents the gross amounts outstanding for December 31, 2014 and 2013, net of repayments.
(4)	Includes a day 1 loss on embedded derivative of $16,204

NOTE 10 – SUBSEQUENT EVENTS

On March 25, 2015, the Company issued 19,625,001 shares of stock for a value of $78,500 ($0.004 per share) in conversion of various accounts payable and accrued expenses to officers and directors of the Company.

On February 17, 2015, March 24, 2015 and April 7, 2015, the Company converted a total of $36,017 in the WHC Capital convertible notes for 10,916,800 shares of common stock in accordance with the note agreement.

On March 4, 2015, March 25, 2015 and April 10, 2015 the Company converted a total of $23,899 in JMJ Financial convertible notes for 9,170,000 shares of common stock in accordance with the note agreement.

On March 1, 2015, the Company entered into a Purchase and Sale Agreement with Soda Creek Exploration, LLC (“SCE”) to farm-in to the Tejon agreements in the Pass Exploration 77-20 well. In addition, all ARO costs and liabilities associated with this drilling is transferred to SCE and NAMG retains an overriding royalty of 0.5% of future production.

F-21

Filing Compare · North American Oil & Gas Corp.