UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

Commission file number 000-53246

EOS PETRO, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	98-0550353 (I.R.S. Employer Identification No.)

1999 Avenue of the Stars, Suite 2520 Los Angeles, California (Address of principal executive offices)	90067 (Zip code)

(310) 552-1555 (Registrant's telephone number, including area code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x ☒ No o☐

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

Large accelerated filer o☐ Accelerated filer x☒

Non-accelerated filer o☐ Smaller reporting company o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o ☐ No x☒

As of ~~November~~May 1612, ~~2015~~2016, the registrant had 48,~~827~~317,882 outstanding shares of common stock.

EOS PETRO, INC. TABLE OF CONTENTS

			Page No.
PART I. FINANCIAL INFORMATION
	Item 1.	Unaudited Financial Statements	23
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2320
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	3026
	Item 4T.	Controls and Procedures	3026
PART II. OTHER INFORMATION			27
	Item 1	Legal Proceedings	3127
	Item 1A	Risk Factors	3227
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3227
	Item 3.	Defaults Upon Senior Securities	3228
	Item 4	Mine Safety Disclosures	3328
	Item 5.	Other Information	3328
	Item 6.	Exhibits	3328
		SIGNATURES	3529

Eos Petro, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
	September 30,			December 31,
	2015			2014
ASSETS	(unaudited)
Current assets
Cash	$	1,749		$	133,210
Other current assets		-			42,959
Total current assets		1,749			176,169
Oil and gas properties, net		1,091,205			1,121,175
Other property plant and equipment, net		3,674			11,257
Long-term deposits		102,441			102,441
Total assets	$	1,199,069		$	1,411,042
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	1,196,102		$	148,888
Accrued expenses		1,081,132			1,149,956
Accrued compensation - officer		90,000			-
Accrued termination fee		5,500,000			-
Accrued structuring fee		4,000,000			-
LowCal convertible and promissory notes payable		8,250,000			8,250,000
Notes payable		1,423,000			1,273,000
Notes payable, related party		668,460			-
Derivative liabilities		6,797,855			11,039,552
Total current liabilities		29,006,549			21,861,396
Asset retirement obligation		90,410			84,102
Total liabilities		29,096,959			21,945,498
Commitments and contingencies
Stockholders' deficit
Series B Preferred stock: $0.0001 par value; 44,000,000 shares authorized,
none issued and outstanding		-			-
Common stock; $0.0001 par value; 300,000,000 shares authorized
47,827,882 and 47,738,882 shares issued and outstanding		4,783			4,774
Additional paid-in capital		110,787,726			89,077,781
Stock subscription receivable		(88,200	)		(88,200	)
Accumulated deficit		(138,602,199	)		(109,528,811	)
Total stockholders' deficit		(27,897,890	)		(20,534,456	)
Total liabilities and stockholders' deficit	$	1,199,069		$	1,411,042
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Eos Petro, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Condensed Consolidated Balance Sheets
	Three Months Ended September 30,						Nine Months Ended September 30,
	March 31,			December 31,
	2015			2014			2015			2014
	2016			2015
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
ASSETS	(unaudited)
Revenues
Current assets
Oil and gas sales	$	39,863		$	187,805		$	170,822		$	614,632
Cash	$	7,644		$	1,367
Costs and expenses
Other current assets		9,184			12,878
Lease operating expense		39,131			112,227			103,788			297,756
Total current assets		16,828			14,245
General and administrative		3,238,923			11,766,145			20,823,143			29,827,503
Oil and gas properties, using the full cost method of accounting,
Structuring fee		-			-			4,000,000			-
net of accumulated depletion of $193,470 and $187,197, respectively		1,056,138			1,062,411
Acquisition termination fee		-			-			5,500,000			-
Other property plant and equipment, net of accumulated
Total costs and expenses		3,278,054			11,878,372			30,426,931			30,125,259
depreciation of $28,610 and $27,232, respectively		1,390			2,768
Loss from operations		(3,238,191	)		(11,690,567	)		(30,256,109	)		(29,510,627	)
Long-term deposits		102,441			102,441
Other income (expense)
Total assets	$	1,176,797		$	1,181,865
Interest and finance costs		(2,667,186	)		(11,325,602	)		(3,058,976	)		(21,782,217	)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Change in fair value of derivative liabilities		(1,695,203	)		3,641,711			4,241,697			3,641,711
Current liabilities
Loss on debt extinguishment		-			(37,572,386	)		-			(38,182,006	)
Accounts payable	$	1,191,929		$	1,084,621
Total other income (expense)		(4,362,389	)		(45,256,277	)		1,182,721			(56,322,512	)
Accrued expenses		1,403,765			1,189,545
Net loss	$	(7,600,580	)	$	(56,946,844	)	$	(29,073,388	)	$	(85,833,139	)
Accrued compensation - officer		270,000			180,000
Net loss per share attributed to common
Accrued termination fee		5,500,000			5,500,000
stockholders - basic and diluted	$	(0.16	)	$	(1.21	)	$	(0.61	)	$	(1.83	)
Accrued structuring fee		4,000,000			4,000,000
Weighted average common shares outstanding
LowCal convertible and promissory notes payable, in default		8,250,000			8,250,000
basic and diluted		47,790,697			47,055,447			47,759,985			46,820,296
Notes payable		1,733,000			1,383,000
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes payable, related party		1,287,885			1,208,160
Derivative liabilities		5,775,891			6,381,553
Total current liabilities		29,412,470			29,176,879
Asset retirement obligation		94,825			92,512
Total liabilities		29,507,295			29,269,391
Commitments and contingencies
Stockholders' deficit
Series B Preferred stock: $0.0001 par value; 44,000,000 shares authorized,
none issued and outstanding		-			-
Common stock; $0.0001 par value; 300,000,000 shares authorized
48,217,882 and 47,827,882 shares issued and outstanding		4,822			4,783
Additional paid-in capital		128,053,211			116,977,726
Stock subscription receivable		(88,200	)		(88,200	)
Accumulated deficit		(156,300,331	)		(144,981,835	)
Total stockholders' deficit		(28,330,498	)		(28,087,526	)
Total liabilities and stockholders' deficit	$	1,176,797		$	1,181,865
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Eos Petro, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders' Deficit
Condensed Consolidated Statements of Operations
For the Nine Months Ended September 30, 2015
	Three Months Ended March 31,
(unaudited)
	2016			2015
							Additional		Stock						Total
	(unaudited)			(unaudited)
	Common Stock						Paid-in		Subscription			Accumulated			Stockholders'
Revenues
	Shares			Amount			Capital		Receivable			Deficit			Deficit
Oil and gas sales	$	19,428		$	60,059
Balance, December 31, 2014		47,738,882		$	4,774		$	89,077,781	$	(88,200	)	$	(109,528,811	)	$	(20,534,456	)
Costs and expenses
Issuance of common stock for consulting services		14,000			1			62,658		-			-			62,659
Lease operating expense		32,674			11,429
Issuance of common stock related to debt extension		75,000			8			311,242		-			-			311,250
General and administrative		9,986,981			10,881,750
Fair value of warrants issued debt extension		-			-			2,212,149		-			-			2,212,149
Structuring fee		-			4,000,000
Fair value of warrants issued for consulting services		-			-			8,157,284		-			-			8,157,284
Acquisition termination fee		-			5,500,000
Fair value of vested options		-			-			4,673,412		-			-			4,673,412
Total costs and expenses		10,019,655			20,393,179
Sale of shares of majority stockholder common stock to a affiliates at discount		-			-			6,293,200		-			-			6,293,200
Loss from operations		(10,000,227	)		(20,333,120	)
Net loss		-			-			-		-			(29,073,388	)		(29,073,388	)
Other income (expense)
Balance, September 30, 2015 (unaudited)		47,827,882		$	4,783		$	110,787,726	$	(88,200	)	$	(138,602,199	)	$	(27,897,890	)
Interest and finance costs		(1,923,931	)		(140,857	)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Change in fair value of derivative liabilities		605,662			2,585,020
Total other income (expense)		(1,318,269	)		2,444,163
Net loss	$	(11,318,496	)	$	(17,888,957	)
Net loss per share attributed to common
stockholders - basic and diluted	$	(0.24	)	$	(0.37	)
Weighted average common shares outstanding
basic and diluted		48,118,981			47,741,349
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Eos Petro, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Condensed Consolidated Statement of Stockholders' Deficit
		Nine Months Ended September 30,
For the Three Months Ended March 31, 2016
		2015				2014
									Additional			Stock								Total
		(unaudited)				(unaudited)
	Common Stock								Paid-in			Subscription				Accumulated				Stockholders'
Cash flows from operating activities
	Shares				Amount				Capital			Receivable				Deficit				Deficit
Net loss		$	(29,073,388	)		$	(85,833,139	)
Balance, December 31, 2015			47,827,882			$	4,783			$	116,977,726		$	(88,200	)		$	(144,981,835	)		$	(28,087,526	)
Adjustments to reconcile net loss to net cash
Issuance of common stock for debt extension			315,000				32				1,249,968			-				-				1,250,000
used in operating activities:
Issuance of common stock in connection with amendment of note agreement			75,000				7				299,993			-				-				300,000
Depletion			29,970				54,828
Extension of warrant expiration date in connection with amendment of note agreement			-				-				188,378			-				-				188,378
Depreciation			7,583				7,583
Fair value of warrants issued for consulting services			-				-				569,395			-				-				569,395
Accretion of asset retirement obligation			6,308				5,734
Fair value of vested options			-				-				7,836,691			-				-				7,836,691
Amortization of debt issuance costs			-				1,558,620
Sale of common shares by majority stockholder to affiliates at discount			-				-				931,060			-				-				931,060
Non-cash finance costs			-				22,628,670
Net loss			-				-				-			-				(11,318,496	)			(11,318,496	)
Loss on debt extinguishment			-				38,182,006
Balance, March 31, 2016			48,217,882			$	4,822			$	128,053,211		$	(88,200	)		$	(156,300,331	)		$	(28,330,498	)
Fair value of stock issued for services			62,659				537,119
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Fair value of stock issued for debt extension			311,250				-
Fair value of warrants issued for consulting services			8,157,284				21,813,544
Fair value of warrants issued for debt extension			2,212,149
Fair value of vested options			4,673,412				3,205,706
Sale of shares of majority stockholder common stock to a affiliates at discount			6,293,200				-
Termination fee			5,500,000				-
Structuring fee			4,000,000				-
Change in fair value of derivative liabilities			(4,241,697	)			(3,641,711	)
Change in operating assets and liabilities:
Deposits and other current assets			42,959				8,212
Accounts payable			1,047,214				-
Accrued expenses			(68,824	)			398,881
Accrued compensation - officer			90,000				(22,050	)
Net cash used in operating activities			(949,921	)			(1,095,997	)
Cash flows from financing activities:
Proceeds from issuance of notes payable			150,000				1,500,000
Repayment of notes payable			-				(425,000	)
Proceeds from issuance of notes payable, related party			870,000				-
Repayment of notes payable, related party			(201,540	)			-
Net cash provided by financing activities			818,460				1,075,000
NET INCREASE IN CASH AND CASH EQUIVALENTS			(131,461	)			(20,997	)
CASH AND CASH EQUIVALENTS, beginning of period			133,210				21,951
CASH AND CASH EQUIVALENTS, end of period		$	1,749			$	954
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issued 66,000 shares of common stock for extinguishment of debt		$	-			$	53,380
Fair value of common stock issued with convertible note
recognized as debt discount		$	-			$	1,500,000
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Eos Petro, Inc. and Subsidiaries

Eos Petro, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	2016			2015
	(unaudited)			(unaudited)
Cash flows from operating activities
Net loss	$	(11,318,496	)	$	(17,888,957	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depletion		6,273			10,061
Depreciation		1,378			2,500
Accretion of asset retirement obligation		2,313			2,103
Fair value of stock issued for services		-			31,600
Fair value of stock issued for debt extension		1,250,000			-
Fair value of stock issued for amendment of note agreement		300,000			-
Fair value of warrants issued for consulting services		569,395			7,943,127
Fair value of warrants issued for amendment of note agreement		188,378			-
Fair value of vested options		7,836,691			2,435,661
Sale of common shares by majority stockholder to affiliates at discount		931,060			-
Termination fee		-			5,500,000
Structuring fee		-			4,000,000
Change in fair value of derivative liabilities		(605,662	)		(2,585,020	)
Change in operating assets and liabilities:
Other current assets		3,694			16,409
Accounts payable		227,308			791,732
Accrued expenses		214,220			(392,146	)
Accrued compensation - officer		90,000			-
Net cash used in operating activities		(303,448	)		(132,930	)

Cash flows from financing activities:
Proceeds from issuance of notes payable		250,000			-
Proceeds from issuance of notes payable, related party		125,000			-
Repayment of notes payable		(20,000	)		-
Repayment of notes payable, related party		(45,275	)		-
Net cash provided by financing activities		309,725			-

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		6,277			(132,930	)

CASH AND CASH EQUIVALENTS, beginning of period		1,367			133,210

CASH AND CASH EQUIVALENTS, end of period	$	7,644		$	280

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

Note payable issued for accounts payable	$	120,000		$	-


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

~~Notes to Condensed Consolidated Financial Statements~~6

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

NOTE 1 - ORGANIZATION

Organization and Business

The Company was organized under the laws of the state of Nevada in 2007. On October 12, 2012, pursuant to the Merger Agreement entered into by and between the Company, Eos Global Petro, Inc. (“"Eos”"), and Eos Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“"Company Merger Sub”"), dated July 16, 2012, Company Merger Sub merged into Eos, with Eos being the surviving entity and the Company the legal acquirer (the “"Merger”"). As a result of the Merger, Eos became a wholly-owned subsidiary of the Company.

Effective as of May 20, 2013, the Company changed its name to Eos Petro, Inc. (it previously had been named “"Cellteck, Inc.”").

The Company has two wholly-owned subsidiaries, Eos and Eos Merger Sub, Inc., a Delaware corporation (“"Eos ~~Merger Sub”~~Delaware"), which was formed as an acquisition vehicle for potential transactions. Eos itself also has two subsidiaries: Plethora Energy, Inc., a Delaware corporation and a wholly-owned subsidiary of Eos (“"Plethora Energy”"), and EOS Atlantic Oil & Gas Ltd., a Ghanaian corporation (“"EAOG”"), which is also 10% owned by one of ~~our~~the Company's Ghanaian-based third party consultants. Plethora Energy also owns 90% of Plethora Bay Oil & Gas Ltd., a Ghanaian corporation (“"PBOG”"), which is also 10% owned by the same Ghanaian-based consultant. Eos, Eos ~~Merger Sub~~Delaware, PBOG, Plethora Energy and EAOG are collectively referred to as the Company’'s “"Subsidiaries.”"

Business

The Company is in the business of acquiring, exploring and developing oil and gas-related assets.

The unaudited condensed consolidated financial statements have been prepared by Eos Petro, Inc. (the “"Company”"), pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the financial condition of the Company and its operating results for the respective periods. The condensed consolidated balance sheet at December 31, ~~2014~~2015 has been derived from the Company's audited consolidated financial statements. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’'s Annual Report on Form 10-K/A for the year ended December 31, 2015, filed with the Securities and Exchange Commission. The results for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2015~~2016.

Going Concern

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2016 and December 31, 2015, the Company had a stockholders' deficit of $28,330,498 and $28,087,526, respectively; for the three months ended March 31, 2016 and for the year ended December 31, 2015, reported a net loss of $11,318,496 and $35,453,024, respectively; and had negative cash flows from operating activities of $303,448 and $1,420,003, respectively. In addition, the Company may have become obligated to pay a $5.5 million termination fee under the "Dune Merger Agreement," as defined in Note 9 below (the "Parent Termination Fee," as more fully defined in the Dune Merger Agreement) (see Note 9) and $4 million that may be due under a structuring fee with GEM Global Yield Fund ("GEM"). Furthermore, $8,250,000 of LowCal Convertible and Promissory Notes became due on May 1, 2016 and are therefore now due and payable. Management estimates the Company's capital requirements for the next twelve months, including drilling and completing wells for the Company's oil and gas "Works Property" located in Illinois and possible acquisitions, will total approximately $2,500,000, excluding any amounts that may be due to Dune Energy, Inc. under the Dune Merger Agreement or a $4 million structuring fee that may be due to GEM. Errors may be made in predicting and reacting to relevant business trends and the Company will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company's business, results of operations, and financial condition to suffer. As a result, the Company's independent registered public accounting firm, in its report on the Company's December 31, 2015 consolidated financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

The Company's ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. The Company's ability to continue as a going concern is subject to its ability to obtain necessary funding from outside sources, including the sale of its securities or obtaining loans from investors or financial institutions. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company's flexibility. At a minimum, the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock in the case of debt financing, or cause substantial dilution for stockholders in the case of convertible debt and equity financing. Any failure to comply with these covenants would have a material adverse effect on the Company's business, prospects, financial condition, results of operations and cash flows.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of our wholly owned and majority owned subsidiaries. Intercompany transactions and balances have been eliminated. Management evaluates its investments on an individual basis for purposes of determining whether or not consolidation is appropriate.

Basic and Diluted Earnings (Loss) Per Share

Earnings per share is calculated in accordance with the ASC 260-10, “Earnings Per Share.” Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	March 31,
	2016		2015
Options		5,825,000		1,325,000
Warrants		8,762,992		14,677,992
Convertible notes		2,000,000		2,000,000
Total		16,587,992		18,002,992

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	September 30,
	2015		2014
Options		1,325,000		1,300,000
Warrants		16,702,992		14,577,992
Convertible notes		2,000,000		2,000,000
Total		20,027,992		17,877,992

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates reflected in the consolidated financial statements include, but are not limited to, amortization and depletion allowances, the recoverability of the carrying amount and estimated useful lives of long-lived assets, asset retirement obligations, the valuation of equity instruments issued in connection with financing transactions and share-based compensation, and assumptions used in ~~the~~valuing ~~valuation of conversion features and~~ derivative liabilities~~, and share-based compensation costs~~. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates.

Full Cost Method of Accounting for Oil and Gas Properties

The Company has elected to utilize the full cost method of accounting for its oil and gas activities. In accordance with the full cost method of accounting, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. Capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves once proved reserves are determined to exist.

Capitalized oil and gas property costs within a cost center are amortized on an equivalent unit-of-production method,. The equivalent unit-of-production rate is computed on a quarterly basis by dividing production by proved oil and gas reserves at the beginning of the quarter then applying such amount to capitalized oil and gas property costs, which includes estimated asset retirement costs, less accumulated amortization, plus the estimated future expenditures (based on current costs) to be incurred in developing proved reserves, net of estimated salvage values.

Full Cost Ceiling Test

Oil and gas properties without estimated proved reserves are not amortized until proved reserves associated with the properties can be determined or until impairment occurs. At the end of each reporting period, the unamortized costs of oil and gas properties are subject to a “"ceiling test”" which limits capitalized costs to the sum of the estimated future net revenues from proved reserves, discounted at 10% per annum to present value, based on current economic and operating conditions, adjusted for related income tax effects. If the net capitalized costs exceed the cost center ceiling, the excess is recognized as an impairment of oil and gas properties. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil and gas prices increase the cost center ceiling applicable to the subsequent period.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

The estimated future net revenues used in the ceiling test are calculated using average quoted market prices for sales of oil and gas on the first calendar day of each month during the preceding 12-month period prior to the end of the current reporting period. Prices are held constant indefinitely and are not changed except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts. Prices used in the ceiling test computation do not include the impact of derivative instruments because the Company elected not to meet the criteria to qualify its derivative instruments for hedge accounting treatment.

The Company assesses oil and gas properties at least quarterly to ascertain whether impairment has occurred. In assessing impairment, the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. Through ~~September~~March 3031, ~~2015~~2016, the Company has not experienced any impairment of its capitalized oil and gas properties.

The Company recorded depletion expense of $76,~~648~~273 and $2910,~~970~~061 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015,~~2016 ~~respectively,~~ and ~~$17~~2015,~~220~~ ~~and $54,828 for the three and nine months ended September 30, 2014,~~ respectively.

Proceeds from the sale of oil and gas properties are recognized as a reduction of capitalized oil and gas property costs with no gain or loss recognized, unless the sale significantly alters the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. Through ~~September~~March 3031, ~~2015~~2016, the Company has not had any sales of oil and gas properties that significantly alter that relationship.

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations (“"ARO”") by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an ARO is included in proven oil and gas properties in the balance sheets. The ARO consists of costs related to the plugging of wells, removal of facilities and equipment, and site restoration on its oil and gas properties. The asset retirement liability is accreted to operating expense over the useful life of the related asset. As of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, the Company had an ARO of $9094,~~410~~825 and $8492,~~102~~512, respectively.

Oil and Gas Revenue

Revenues are recognized when hydrocarbons have been delivered, the customer has taken title and collection is reasonably assured.

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

Fair Value Measurements

The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

~~For~~The ~~certain financial instruments, the~~ carrying amounts reported in the consolidated balance sheets for cash and cash equivalents and current liabilities, including notes payable and convertible notes, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The Company uses Level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.10

AtThe ~~September~~Company ~~30,~~uses ~~2015~~Level ~~and~~2 ~~December~~inputs ~~31,~~for ~~2014,~~its ~~the~~valuation ~~Company~~methodology ~~identified~~for the ~~following~~warrant derivative liabilities ~~that~~as ~~are~~their ~~required~~fair tovalues bewere ~~presented~~determined by using a probability weighted average Black-Scholes-Merton pricing model based on ~~the~~various ~~balance~~assumptions. ~~sheet~~The Company's derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value ~~(see~~being ~~Note~~recorded ~~8):~~in results of operations as adjustments to fair value of derivatives.

	Fair Value		Fair Value Measurements at
	As of		September 30, 2015
Description	September 30, 2015		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Warrant derivative liabilities	$	6,797,855	$	-		6,797,855		-
Total	$	6,797,855	$	-		6,797,855		-

At March 31, 2016 and December 31, 2015, the Company's balance sheet included the fair value of derivative liabilities that were measured using level 2 measurements. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 815.

	Fair Value		Fair Value Measurements at
	As of		December 31, 2014
Description	December 31, 2014		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Warrant derivative liabilities	$	11,039,552	$	-		11,039,552		-
Total	$	11,039,552	$	-		11,039,552		-

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 815.

Concentrations

The ~~future results of the~~ Company’s ~~oil~~maintains ~~and~~cash ~~natural~~balances ~~gas~~at ~~operations~~a ~~will~~bank bein ~~affected by the market prices of oil and natural gas~~California. The ~~availability~~account ofis ainsured ~~ready~~by ~~market for oil and natural gas products in~~ the ~~future~~Federal ~~will~~Deposit ~~depend~~Insurance onCorporation ~~numerous~~up ~~factors~~to ~~beyond the control of the Company~~$250,000 ~~including~~per ~~weather,~~institution. ~~imports,~~At ~~marketing~~March ~~of competitive fuels~~31, ~~proximity~~2016 and ~~capacity~~December ~~of oil and natural gas pipelines and other transportation facilities~~31, ~~any oversupply or undersupply of oil~~2015, ~~natural gas and liquid products,~~ the ~~regulatory~~Company ~~environment,~~did ~~the~~not ~~economic~~have ~~environment,~~amounts ~~and~~on ~~other~~deposit ~~regional~~that ~~and~~exceeded ~~political~~the ~~events,~~FDIC-insured ~~none of which can be predicted with certainty~~limits.

~~One~~The ~~customer~~future ~~accounts~~results ~~for~~of ~~100%~~the Company's oil and natural gas operations will be affected by the market prices of oil ~~sales~~and natural gas. The availability of a ready market for oil and natural gas products in the ~~three~~future ~~and~~will ~~nine~~depend ~~months~~on ~~ended~~numerous ~~September~~factors 30beyond the control of the Company, ~~2015~~including weather, imports, marketing of competitive fuels, proximity and ~~2014. The~~capacity ~~Company’s~~of oil and natural gas ~~properties~~pipelines ~~are~~and ~~located~~other intransportation ~~Illinois~~facilities, any oversupply or undersupply of oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.

One customer accounts for 100% of oil sales for the three months ended March 31, 2016 and 2015. The Company's oil and gas properties are located in Illinois.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company uses a probability weighted average Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers,. ASU ~~which~~2014-09 ~~provides~~is a ~~single~~ comprehensive ~~model~~revenue ~~for~~recognition ~~entities~~standard tothat ~~use~~will insupersede ~~accounting~~nearly ~~for~~all existing revenue ~~arising~~recognition ~~from~~guidance ~~contracts~~under ~~with~~current ~~customers~~U.S. GAAP and ~~will~~replace ~~supersede~~it ~~most~~with ~~current~~a ~~revenue~~principle ~~recognition~~based ~~guidance.~~approach ~~The~~for ~~standard’s~~determining ~~core~~revenue ~~principle~~recognition. ASU is2014-09 ~~that~~will arequire ~~company~~that ~~will~~companies recognize revenue ~~when~~based iton ~~transfers~~the ~~promised~~value of transferred goods or services toas ~~customers~~they occur in anthe ~~amount~~contract. The ~~that~~ASU ~~reflects~~also ~~the~~will ~~consideration~~require toadditional ~~which~~disclosure about the ~~company~~nature, ~~expects~~amount, totiming beand ~~entitled~~uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in ~~exchange~~judgments ~~for~~and ~~those~~assets ~~goods~~recognized from costs incurred to obtain or ~~services.~~fulfill a contract. ASU 2014-09 ~~will~~is be effective for ~~the~~interim ~~Company~~and inannual ~~the~~periods ~~first~~beginning ~~quarter~~after ofDecember ~~its~~15, ~~fiscal~~2017. Early ~~year~~adoption ~~ending~~is permitted only in annual reporting periods beginning after December 3115, ~~2018~~2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is ~~currently~~ in the process of evaluating the impact of ~~adoption of this~~ ASU 2014-09 on ~~its~~the ~~consolidated~~Company's financial statements and disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company’s results of operations or financial condition.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

In November 2014, the FASB issued ASU No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2014-16 on the Company’s financial statement presentation and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2015, the Company had a stockholders’ deficit of $27,897,890, and for the nine months ended September 30, 2015, reported a net loss of $29,073,388 and had negative cash flows from operating activities of $949,921. In addition, the Company may have become obligated to pay a $5.5 million termination fee under the “Dune Merger Agreement,” as defined in Note 12 below (the “Parent Termination Fee,” as more fully defined in the Dune Merger Agreement) (see Note 12) and $4 million that may be due under a structuring fee with GEM Global Yield Fund (“GEM”) (see Note 12). Management estimates the Company’s capital requirements for the next twelve months, including drilling and completing wells for the Company's oil and gas “Works Property” located in Illinois and possible acquisitions, will total approximately $2,500,000, excluding any amounts that may be due to Dune Energy, Inc. under the Dune Merger Agreement or a $4 million structuring fee that may be due to GEM. Errors may be made in predicting and reacting to relevant business trends and the Company will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. As a result, the Company's independent registered public accounting firm, in its report on the Company's December 31, 2014 consolidated financial statements, has raised substantial doubt about the Company's ability to continue as a going concern.

The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. The Company’s ability to continue as a going concern is subject to its ability to obtain necessary funding from outside sources, including the sale of its securities or loans from financial institutions. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company’s flexibility. At a minimum, the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock in the case of debt financing, or cause substantial dilution for stockholders in the case of convertible debt and equity financing. Any failure to comply with these covenants would have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

~~Eos~~In ~~Petro~~February 2016, ~~Inc~~the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and ~~Subsidiaries~~a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company's financial statements and disclosures.

~~Notes~~In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to ~~Condensed~~Continue ~~Consolidated~~as ~~Financial~~a ~~Statements~~Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company's financial statements and disclosures.

~~For~~In November 2014, the ~~Nine~~FASB ~~Months~~issued ~~Ended~~Accounting ~~September~~Standards 30Update No. 2014-16, ~~2015~~Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in ASU 2014-6 do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. ASU 2014-6 applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company is currently evaluating the impact of the adoption of ASU 2014-16 on the Company's financial statements and disclosures

~~(Unaudited)~~Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 43 - LOWCAL CONVERTIBLE AND PROMISSORY NOTES PAYABLE (IN DEFAULT)

LowCal convertible and promissory notes payable at ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015 are as follows:

	September 30,		December 31,
	March 31,		December 31,
	2015		2014
	2016		2015
LowCal Convertible Note	$	5,000,000	$	5,000,000
LowCal Promissory Note		3,250,000		3,250,000
Total	$	8,250,000	$	8,250,000

On February 8, 2013, and as subsequently amended through August 14, 2015, the Company and Eos entered into: (i) a Loan Agreement and Secured Promissory Note; (ii) a Lock-Up/Leak-Out Agreement; (iii) a Guaranty; (iv) a Series B Convertible Preferred Stock Purchase Agreement; and (v) a Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing (collectively referred to as the “"Loan Agreements”"), with LowCal Industries, LLC and LowCo [EOS/Petro], LLC (collectively referred to as “" LowCal” "). Pursuant to the Loan Agreements, LowCal agreed to purchase from Eos, for $4,980,000, promissory notes in the aggregate principal amount of $5,000,000 (of which $1,500,000 was advanced in 2014 and $3,500,000 in prior years), with interest at 10% per annum (the “"LowCal Loan”"). At LowCal’'s option, LowCal can elect to convert any part of the principal of the LowCal Loan into shares of the Company’'s common stock at a conversion price of $2.50 per share. On January 13, 2015, the Company and LowCal amended the Loan Agreements, including the LowCal Loan, and entered into a new unsecured promissory note in the principal amount of $3,250,000, with interest at 10% per annum (the “"Second LowCal Note”"), $750,000 of which was advanced to the Company in 2014 and was recognized as included in the principal amount of the Second LowCal Note. As part of ~~January~~the 13amendment, ~~2015,~~ LowCal forgave approximately $667,000 of accrued interest on the LowCal Loan and eliminated all interest on the LowCal Loan going forward. As amended, there was no remaining accrued and outstanding interest on the LowCal Loan. The Company recorded the terms and provisions of these transactions on the Company’s financial statements as of the year ended December 31, 2014, including the recording of the Second LowCal Note in the principal amount of $3,250,000 and a loss on debt extinguishment of $1,832,576.

The LowCal Loan is secured by: (i) a mortgage, lien on, assignment of and security interest in and to oil and gas properties; (ii) a guaranty by the Company as a primary obligor for payment of Eos’ obligations when due; and (iii) a first priority position or call right for an amount equal to the then outstanding principal balance of and accrued interest on the LowCal Loan on the first draw down by either Eos or the Company from a commitment letter entered into with a prospective investor, should the Company or Eos be in a position to draw on this facility.

As amended, the maturity dates of both the LowCal Loan and the Second LowCal Note are January 1, 2016. The Second LowCal Note must also be repaid upon the earlier to occur of: (i) the Company closing certain potential acquisition transactions, or (ii) the Company closing a financing for a minimum of $20,000,000. The parties agreed that, upon repayment in full of the Second LowCal Note, LowCal will forever release, cancel and terminate all of its mortgages and any other liens against the Company.

In conjunction with the issuances of the first tranche of the proceeds of the LowCal Loan of $2,500,000, the Company issued 950,000 shares of the Company’s common stock valued at $3,239,500. In conjunction with the receipt of the remaining proceeds of the LowCal Loan, the Company granted, but did not issue, 400,000 restricted shares of its common stock valued at $3,370,000 during the year ended December 31, 2013. The Company issued these shares during 2014, along with an additional 600,000 restricted shares of its common stock as a financing cost with a fair value of $7,604,000. In 2014, the Company granted LowCal a warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of $4.00, which was valued at $7,293,171.

Furthermore, the Company also determined that since the conversion prices of the notes was less than the market prices of the common stock feature upon the date of issuance or modification, a beneficial conversion feature existed on those dates. The fair value of the common shares and warrants issued, and the value of the beneficial conversion feature that arose on the date of issuance were recorded as financing costs or as a valuation discount at issuance, and had been fully amortized as of December 31, 2014. During the nine months ended September 30, 2014, the Company amortized $1,558,620 of the LowCal Loan discount which was recorded to interest and finance costs.

~~Eos~~The ~~Petro~~LowCal Loan is secured by: (i) a mortgage, ~~Inc.~~lien on, assignment of and ~~Subsidiaries~~security interest in and to oil and gas properties; (ii) a guaranty by the Company as a primary obligor for payment of Eos' obligations when due; and (iii) a first priority position or call right for an amount equal to the then outstanding principal balance of and accrued interest on the LowCal Loan on the first draw down by either Eos or the Company from a commitment letter entered into with a prospective investor, should the Company or Eos be in a position to draw on this facility.

~~Notes~~As amended, the maturity dates of both the LowCal Loan and the Second LowCal Note are May 1, 2016. The LowCal Loan and the Second LowCal Note are in default as of May 2, 2016. The Second LowCal Note must also be repaid upon the earlier to ~~Condensed~~occur ~~Consolidated~~of: ~~Financial~~(i) ~~Statements~~the Company closing certain potential acquisition transactions, or (ii) the Company closing a financing for a minimum of $20,000,000. The parties have agreed that, upon repayment in full of the Second LowCal Note, LowCal will forever release, cancel and terminate all of its mortgages and any other liens against the Company.

~~For~~On March 11, 2016, the ~~Nine~~Company ~~Months~~and ~~Ended~~LowCal ~~September~~amended 30the LowCal Agreements (the "Seventh Amendment to the LowCal Agreements"). Under the Seventh Amendment to the LowCal Agreements: (i) the maturity dates of the LowCal Loan and Second LowCal Note were extended to May 1, ~~2015~~2016; (ii) the expiration date of LowCal's warrants was extended to May 1, 2020; (iii) the Company will issue to LowCo [EOS/PETRO], LLC ("LowCo") an additional 75,000 restricted shares of the Company's common stock; and ~~2014~~(iv) the parties agreed that if: (1) the Company pays off the $3,250,000 principal balance of the Second LowCal Note in full, plus any accrued and unpaid interest, and (2) either: (A) the Company closes a transaction where it acquires at least $10,000,000 in additional assets, through an asset purchase, stock purchase, merger, or other similar transaction, which shall be determined by generally accepted accounting principles, or (B) the Company successfully uplists its common stock to a national exchange market (NASDAQ or the New York Stock Exchange), then the following will automatically occur: (1) the conversion price of the LowCal Loan will be reduced from $2.50 per share to $2.00 per share, and (2) any outstanding principal and interest due on the LowCal Loan will be converted at a price of $2.00 per share into restricted shares of the Company's common stock, which shall be issued to LowCo.

~~(Unaudited)~~The value of the 75,000 shares issued with the Seventh Amendment to the LowCal Agreements was $300,000, which was the fair value of the shares on March 11, 2016. The $300,000 was charged to financing cost during the three months ended March 31, 2016. In addition, the Company took a charge to earnings of $188,378 during the three months ended March 31, 2016 related to the extension of the expiration date of 1,000,000 warrants previously issued to LowCal. The charge is the difference in fair value of the warrants using the old expiration date and the new expiration date using the Black-Scholes option- pricing model for options with the following assumptions:

On· ~~August~~Expected ~~14,~~life ~~2015, the exercise price~~ of ~~the original 500,000 warrants was reduced from $4.00 per share to $~~2.0081 ~~per share, and the expiration date of the warrants was extended from August 14, 2017~~ to ~~January 1, 2019~~4. ~~The Company recorded as a cost $275,560 for the repricing and extending the expiration date of these 500,000 previously issued warrants. Also on August~~ 14, ~~2015,~~years; ~~the~~· ~~Company~~Volatility ~~issued to LowCal 75,000 restricted shares~~ of ~~its~~174%; ~~common~~· ~~stock,~~Dividend asyield ~~well as an additional warrant to purchase 500,000 shares~~ of ~~restricted~~0%; ~~common stock of the Company at an exercise price of $2.00, vesting immediately~~ and ~~expiring~~· ~~January~~Risk 1,free ~~2019. The~~interest ~~Company~~rate ~~recorded as financing costs the fair value~~ of ~~the 75,000 shares of common stock of $311,250 based on the trading price of its shares on the date of the agreement, and the fair value of 500,000 new warrants of $~~1~~,936,558 as determined by the Black-Scholes pricing model~~.16%.

~~The~~NOTE ~~assumptions~~4 ~~used~~– inNOTES ~~calculating the fair value of options and extensions granted using the Black-Scholes option- pricing model for options are as follows:~~PAYABLE

·Notes ~~Expected~~payable ~~life~~at ofMarch ~~1.22~~31, ~~years;~~2016 and December 31, 2015 are as follows:

· Volatility of 182%;

· Dividend yield of 0%; and

· Risk free interest rate of 1.10%.

NOTE 5 – NOTES PAYABLE

In addition to the notes set forth in Note 4 above and Note 6 below, notes payable at September 30, 2015 and December 31, 2014 are as follows:

	September 30,		December 31,
	2015		2014
Secured note payable, at 18% (1)	$	600,000	$	600,000
Note payable, at 6% (2)		250,000		250,000
Note payable, at 2%, - in default (3)		100,000		100,000
Note payable at 4%, (4)		323,000		323,000
Note payable at 10%, (5)		150,000		-
Total	$	1,423,000	$	1,273,000

(1) On February 16, 2012, and as amended through June 30, 2015, Eos entered into a Secured Promissory Note with Vatsala Sharma (“Sharma”) for a secured loan for $600,000 at an interest rate of 18% per annum. The loan is secured by a blanket security interest in all of Eos’ assets, and newly acquired assets, a mortgage on the Works Property, a 50% security interest in Nikolas Konstant’s personal residence, and his personally held shares in a non-affiliated public corporation. As amended, the maturity date of the Sharma loan is January 1, 2016. As additional consideration for entering into the Secured Promissory Note, the Company issued 400,000 shares of common stock. In the event the loan is not paid in full by the maturity date, Sharma will receive an additional 275,000 shares of the Company’s common stock.

(2) Effective May 22, 2012, and as amended through June 30, 2015, the Company entered into a Loan Agreement with Vicki P. Rollins (“Rollins”) for a secured loan in the amount of $350,000, which does not accrue interest. The loan is secured by a subordinate blanket security interest in all of the Company’s assets. The Company issued to Rollins 175,000 warrants to purchase its common stock with an exercise price of $2.50, which expire August 1, 2018. The Company also issued to Rollins 75,000 warrants to purchase its common stock with an exercise price of $4.00, which expire August 1, 2018. The maturity date of the Rollins loan is October 1, 2015. The balance of the note payable was $200,000 at September 30, 2015 and December 31, 2014. As disclosed below as a subsequent event, on October 23, 2015, the Company and Rollins entered into a payoff agreement, whereby the Company agreed to pay the remaining unpaid principal on the note of $200,000 on or before December 31, 2015 as full payment and satisfaction of the note.

Eos Petro, Inc. and Subsidiaries

	March 31,		December 31,
	2016		2015

Secured note payable, at 18% (1)	$	600,000	$	600,000
Note payable, at 2%, (2)		100,000		100,000
Note payable at 4%, (3)		653,000		453,000
Note payable at 10%, (4)		150,000		150,000
Note payable at 10%, (5)		30,000		30,000
Note payable at 10%, (6)		100,000		50,000
Note payable at 10%, (7)		100,000		-
Total	$	1,733,000	$	1,383,000

~~Notes~~(1) On February 16, 2012, and as amended through January 1, 2016, Eos entered into a Secured Promissory Note with Vatsala Sharma ("Sharma") for a secured loan for $600,000 at an interest rate of 18% per annum (as amended, the "Sharma Loan"). The Sharma Loan is secured by a blanket security interest in all of Eos' assets, and newly acquired assets, a mortgage on the Works Property, a 50% security interest in Nikolas Konstant's personal residence, and his personally held shares in a non-affiliated public corporation. As amended, the maturity date of the Sharma Loan is July 1, 2016. As additional consideration for entering into the Sharma Loan, the Company issued 400,000 shares of common stock. Under the terms of the Sharma Loan, Sharma received an additional 275,000 shares of the Company's common stock as of January 1, 2016. The value of the 275,000 shares issued to ~~Condensed~~Sharma ~~Consolidated~~was ~~Financial~~$1,100,000, ~~Statements~~which was the fair value of the shares on January 1, 2016. The $1,100,000 was charged to financing cost during the three months ended March 31, 2016.

~~For~~(2) On October 9, 2014, the ~~Nine~~Company ~~Months~~issued ~~Ended~~an ~~September~~unsecured 30promissory note to Ridelinks, Inc. ("Ridelinks") for $200,000, with interest at 2% and a maturity date of March 15, 2015 that was extended to June 15, 2015 and ~~2014~~includes an exit fee of $30,000. The maturity date was subsequently extended to April 30, 2016. In consideration for extending the due date of this note per an agreement dated March 25, 2016, the Company issued to Ridelinks 40,000 shares of the Company's common stock. The value of the 40,000 shares issued to Ridelinks was $150,000, which was the fair value of the shares on March 26, 2016. The $150,000 was charged to financing cost during the three months ended March 31, 2016. This note is currently in default.

(~~Unaudited~~3) On September 30, 2014, the Company issued an unsecured promissory note to Bacchus Investors, LLC ("Bacchus") for $323,000, with interest at 4%. During 2015, the Company issued $130,000 of additional unsecured promissory notes to Bacchus with interest at 10%. In addition, in 2016, the Company issued additional unsecured promissory notes of $200,000 to Bacchus with interest at 10% for a total outstanding of $653,000 at March 31, 2016. The unsecured promissory notes are due upon demand.

(34) On ~~October~~April 915, ~~2014~~2015, the Company issued an unsecured promissory note to ~~Ridelinks~~Clearview Partners II, ~~Inc.~~LLC ("Clearview") for $~~200~~150,000, with interest at 210%. The ~~and~~Company ~~a maturity date of March 15, 2015 that was extended to June 15, 2015~~ and ~~includes~~Clearview anexecuted ~~exit~~letter ~~fee~~agreements ofextending ~~$30,000. The~~the ~~principal~~maturity ~~balance~~date of the ~~note~~unsecured ~~outstanding~~promissory ~~was~~note ~~$100,000~~to asJuly ~~of September 30~~1, ~~2015 and December 31, 2014~~2016. ~~The note is currently in default.~~

(45) On ~~September~~November 305, ~~2014~~2015, the Company issued an unsecured promissory note to ~~Bacchus~~an ~~Investors,~~individual ~~LLC~~ for $~~323~~30,000, with interest at 4%. ~~The~~and ~~unsecured~~a ~~promissory~~maturity ~~note~~date isof ~~due~~September ~~upon~~30, ~~demand~~2016, as amended, as consideration for services rendered.

(56) On ~~April~~December 1514, 2015, the Company issued an unsecured promissory note to ~~Clearview~~an ~~Partners~~individual ~~II, LLC (“Clearview”)~~ for $~~150~~50,000, with interest at 10% and a maturity date of July 1, 2016. ~~Effective~~ On ~~September~~January 1520, ~~2015~~2016, the Company ~~and~~issued ~~Clearview~~an ~~executed~~additional aunsecured ~~letter~~promissory ~~agreement~~note ~~extending~~to ~~the~~this ~~maturity~~individual ~~date~~for of$50,000, ~~the~~with ~~unsecured~~interest ~~promissory~~at ~~note~~10% ~~from~~and ~~September~~a ~~15,~~maturity ~~2015~~date toof ~~January~~July 311, 2016.

~~NOTE~~(7) 6On –February ~~NOTES~~18, ~~PAYABLE~~2016, ~~RELATED~~the ~~PARTY~~Company issued an unsecured promissory note to a consultant for services rendered in the amount of $120,000, with interest at 10%. At March 31, 2016, $20,000 had been repaid on the note with the remaining principal payments of $30,000 and $70,000 due on March 31, 2016 and July 1, 2016, respectively.

~~During~~The ~~the~~weighted ~~nine~~average months ended September 30, 2015, Plethora sold an aggregate of 2,163,000 of its shares of the Company’s restricted common stock in private sales to entities with which the Company has current business relationships. Following the private sales transactions, Plethora loaned all of the aggregate proceeds from the private sale of stock of $590,000 to the Company, and concurrently, the Company issued Plethora three (3) separate unsecured promissory notes for the $590,000 aggregate principal amount received (see Note 10). Additionally, Plethora extended additional loans to the Company for an aggregate principal amount of $280,000 and issued Plethora two (2) separate unsecured promissory notes for the $280,000 aggregate principal amount received. All of the above loans extended by Plethora to the Company are accruing interest ~~at an annual~~ rate ofat ~~10%,~~March ~~and will become due on January 1~~31, 2016~~. During~~ ~~the~~for ~~nine months ended September 30, 2015, $201,540 of notes was repaid. At September 30, 2015,~~ the ~~aggregate~~outstanding ~~principal balance due under the promissory~~ notes ~~was~~payable ~~$668,460. Nikolas Konstant, the Company’s CFO and Chairman of the Board~~ is ~~the sole member and manager of Plethora~~12. 3%

NOTE 7 – ASSET RETIREMENT OBLIGATION

Changes in the Company’s asset retirement obligations were as follows:

	Nine Months
	Ended		Year Ended
	September 30, 2015		December 31, 2014
Asset retirement obligation, beginning of period	$	84,102	$	76,457
Additions		-		-
Accretion expense		6,308		7,645
Asset retirement obligations, end of period	$	90,410	$	84,102

NOTE 8 – DERIVATIVE LIABILITIES

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. In August 2014, the Company issued warrants to purchase an aggregate of 1,775,000 shares of the Company’s common stock, to a former note holder and certain other related parties. The warrant agreements included an anti-dilution provision that would reduce the exercise price if the Company were to issue additional equities at a price below the exercise price which is in effect at the time of the issuance of the additional equities. Pursuant to ASC Topic 815, “Derivatives and Hedging”, the Company determined that these warrants met the definition of a derivative and are to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

~~Eos~~NOTE ~~Petro,~~5 ~~Inc.~~– ~~and~~NOTES ~~Subsidiaries~~PAYABLE, RELATED PARTY

~~Notes~~During the three months ended March 31, 2016, Plethora sold an aggregate of 351,515 of its shares of the Company's restricted common stock in private sales. Following the private sales transactions, Plethora loaned all of the aggregate proceeds from the private sale of stock of to ~~Condensed~~the ~~Consolidated~~Company, ~~Financial~~and ~~Statements~~concurrently, the Company issued Plethora separate unsecured promissory notes for the aggregate principal amount received. The proceeds from these sales of $125,000 were loaned to the Company. All of the loans extended by Plethora to the Company accrue interest at an annual rate of 10%, and are due on July 1, 2016.

~~For~~Of the ~~Nine~~351,515 ~~Months~~shares ~~Ended~~of ~~September~~common 30stock sold by Plethora as discussed above, ~~2015~~251,515 shares were sold to either affiliates of the Company, vendors, or individuals with whom the Company had a past business relationship. The Company considered the provisions of Staff Accounting Bulletin ("SAB") Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholders, and ~~2014~~determined that the difference between the quoted market price of the shares and the sales price to the buyers as additional expense and a contribution to capital by a major related party stockholder (Plethora). As such, the Company recorded a charge of $931,060 during the three months ended March 31, 2016 relating to the difference between the sales price and the fair market price of the shares on the date of the transaction.

~~(Unaudited)~~At December 31, 2015, the aggregate principal balance due under these notes was $1,208,160. During the three months ended March 31, 2016, $125,000 of new notes were issued as described above and $45,275 of the notes were repaid. At March 31, 2016, the aggregate principal balance due under the promissory notes was $1,287,885. Nikolas Konstant, the Company's CFO and Chairman of the Board, is the sole member and manager of Plethora.

	December 31,			September 30,
	2014			2015
Exercise Price	$	2.50		$	2.00
Stock Price	$	6.50		$	4.15
Risk-free interest rate		1.10	%		0.92	%
Expected life of the options (Years)		3.64			2.89
Expected volatility		188	%		188	%
Expected dividend yield		0	%		0	%
Expected forfeitures		0	%		0	%
Fair Value	$	11,039,552		$	6,797,855

NOTE 6 – DERIVATIVE LIABILITIES

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity's own stock. Under the authoritative guidance instruments which do not have fixed settlement provisions are deemed to be derivative instruments. In August 2014, the Company issued warrants to purchase an aggregate of 1,775,000 shares of the Company's common stock, to a former note holder and certain other related parties. The warrant agreements included an anti-dilution provision that would reduce the exercise price if the Company were to issue additional equities at a price below the exercise price which is in effect at the time of the issuance of the additional equities. Pursuant to ASC Topic 815, Derivatives and Hedging, the Company determined that these warrants met the definition of a derivative and are to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

As of March 31, 2016 and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:

	March 31,			December 31,
	2016			2015
Exercise Price	$	2.00		$	2.00
Stock Price	$	3.75		$	4.00
Risk-free interest rate		0.73	%		1.06	%
Expected life of the options (years)		2.39			2.64
Expected volatility		172	%		180	%
Expected dividend yield		0	%		0	%
Expected forfeitures		0	%		0	%

Fair Value	$	5,775,891		$	6,381,553

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration dates of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

The Company recorded an adjustment to the fair value of derivative liabilities of $4605,~~241,697~~662 and $32,~~641~~585,~~711~~020 for ~~the~~three ~~nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively.

NOTE 97 - RELATED PARTY TRANSACTIONS

Plethora Enterprises, LLC

The Company has a consulting agreement with Plethora, which is solely owned by Nikolas Konstant, the Company’'s ~~chairman~~Chairman of the ~~board~~Board and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer. Under the consulting agreement, for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015,~~2016 ~~the Company recorded compensation expense of $90,000~~ and ~~$270~~2015,~~000,~~ ~~respectively, and for~~ the ~~three and nine months ended September 30, 2014, the~~ Company recorded compensation expense of $90,000 and $~~180~~117,~~000~~540, respectively. At ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, there was $90270,000 and $0180,000, respectively, due to Mr. Konstant under the Plethora consulting agreement.

~~Other~~In addition, Plethora has made advances to the Company as described in Note 5.

OnNOTE ~~October~~8 3,- ~~2011,~~STOCK ~~the~~OPTIONS ~~Company~~AND entered into an Exclusive Business Partner and Advisory Agreement with Baychester Petroleum, a Ghanaian limited liability company (“Baychester”), which owns a 10% minority interest in EAOG and PBOG. The terms of such agreement were amended in June 2014. Pursuant to the amended agreement dated June 16, 2014, the Company agreed to pay to Baychester $35,000 by September 2014 in exchange for services rendered. Moreover, commencing July 1, 2014 and continuing every month thereafter, the Company agreed to pay to Baychester a monthly consulting fee of $10,000, provided, however, that the Company reserved the right to audit and review Baychester’s provided services every three months, and, if the Company determines the services rendered are not commensurate with $10,000 a month in compensation, the Company may, in its sole and absolute discretion, upon written notice to Baychester, immediately decrease or terminate any and all remaining future monthly cash fee payments to Baychester. Finally, in the event the Ghanaian Ministry of Energy formally invites the Company to a meeting to negotiate the terms of a deal to acquire a concession in Ghana, regardless of the outcome of the meeting, the Company will pay to Baychester an additional $35,000. The Company recorded compensation expense of $0 and $67,806, respectively under the agreement with Baychester consulting agreement, for the nine months ended September 30, 2015 and 2014. Pursuant to its own terms, the Exclusive Business Partner and Advisory Agreement expired on June 16, 2015.WARRANTS

Also see Notes 6 and 10.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

NOTE 10 - STOCKHOLDERS’ DEFICIT

Stock Issuances for Services

On June 23, 2013, the Company entered into a one year consulting agreement with Hahn Engineering, Inc. (“Hahn”). Pursuant to the agreement, Hahn was issued 2,000 restricted shares of common stock of the Company per month. While initially such monthly issuances were capped at 24,000 shares, in June 2014 the parties agreed to continue the consulting agreement month to month and to continue to provide 2,000 restricted shares of common stock of the Company to Hahn each such month. During the nine months ended September 30, 2015, Hahn received 14,000 restricted shares of common stock of the Company valued at $62,659 which was recorded as consulting expense. On August 11, 2015, the Company and Hahn mutually agreed to terminate Hahn’s June 23, 2013 consulting agreement.

Sale of Common Stock by Stockholder

On April 6, 2015, and as subsequently amended on May 6, 2015, Plethora entered into an agreement with Jeff Ahlholm and Lloyd Brian Hannan, the co-owners of AGRA, pursuant to which Plethora sold 376,500 of its shares of the Company’s restricted common stock to Mr. Ahlholm, and 376,500 shares to Mr. Hannan. Nikolas Konstant, our CFO and Chairman of the Board is the sole member and manager of Plethora for aggregate proceeds of $150,000. The difference between the quoted market price of the shares and the sales price to the buyers of $3,675,000 was recognized as a cost during the quarter ended June 30, 2015. If certain performance conditions were met by June 27, 2015, Mr. Ahlholm and Mr. Hannan had the option to purchase up to an additional 2,500,000 shares of the Company’s restricted common stock from Plethora. Such conditions were not met as of June 27, 2015, therefore, no value has been recorded for this option.

During the quarter ended September 30, 2015, Plethora sold 1,410,000 of its shares of the Company’s restricted common stock to entities with which the Company has current business relationships in private sales. Plethora loaned the proceeds of $440,000 from such sales to the Company, and the Company accordingly issued to Plethora an unsecured promissory notes for $440,000, with an interest rate of 10% per annum and due on January 1, 2016. The difference between the quoted market price of the shares and the sales price to the buyers of $2,618,200 was recognized as a charge to earnings during the quarter ended September 30, 2015.

The aggregate proceeds of these sales of $590,000 were included in the amount loaned to the Company as discussed in Note 6.

LowCal Agreements

On August 14, 2015, the Company amended the LowCal Agreements with LowCal. Pursuant to the terms of the amendment, the Company issued to LowCal 75,000 restricted shares of its common stock that were valued at $311,250. The fair value was determined by the price of the Company’s common stock on the date of the agreement (see Note 4).

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

NOTE 11 - STOCK OPTIONS AND WARRANTS

Option Activity

A summary of the option activity is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Options		Price ($)		Life (in years)		Value ($)
Outstanding, December 31, 2014		1,300,000		2.50		3.81		5,200,000
Outstanding, December 31, 2015		1,325,000		2.50		3.08		2,186,250
Granted		254,500,000		21.5000
Exercised		-
Forfeited/Canceled		-
Outstanding, September 30, 2015		1,325,000		2.50		3.08		2,186,250
Outstanding, March 31, 2016		5,825,000		1.34		4.28		14,031,250
Exercisable, September 30, 2015		1,325,000		2.50		3.08		2,186,250
Exercisable, March 31, 2016		2,825,000		1.70		3.75		5,781,250

The following table summarizes information about options outstanding at ~~September~~March 3031, ~~2015~~2016:

Options Outstanding

~~Weighted~~

Weighted

~~Average~~

Average

Exercise

~~Number of~~

~~Remaining~~Number of

~~Exercise~~

Remaining

Exercise

Price ($)

~~Shares~~

~~Life (Years)~~Shares

~~Price ($)~~

Life (Years)

Price ($)

2.50

1,325,000

3.08

2.50

1.00

4,500,000

4.79

1.00

2.50

1,325,000

2.57

2.50

~~The following table summarizes information about options exercisable at September 30, 2015:~~16

Options Exercisable
		Weighted	Weighted
		Average	Average
Exercise	Number of	Remaining	Exercise
Price ($)	Shares	Life (Years)	Price ($)
2.50	1,175,000	3.08	2.50

The following table summarizes information about options exercisable at March 31, 2016:

On February 11, 2015, Sudhir Vasudeva was granted an option to purchase 25,000 restricted shares of the Company’s common stock in exchange for his services as a director of the Company. Such options were valued at $98,226 using a Black-Scholes valuation model, vested fully on the date of issuance, have an exercise price of $2.50 per share and expire on May 1, 2016. Furthermore, on February 11, 2015, the Company extended the expiration date of an aggregate of 100,000 options which had previously been granted and vested to certain directors of the Company at an exercise price of $2.50 per share, and which were set to expire on May 1, 2015. As extended, such options now also expire on May 1, 2016. The value of the extension of the options was calculated as $99,684 using a Black-Scholes valuation model. The assumptions used in calculating the fair value of options and extensions granted using the Black-Scholes option pricing model for options are as follows:

Options Exercisable

Weighted

Average

Exercise

Number of

Remaining

Exercise

Price ($)

Life (Years)

Price ($)

1.00

1,500,000

4.79

1.00

2.50

1,325,000

2.57

2.50

·In ~~Expected~~connection ~~life~~with Mr. Alan Gaines' employment as President, the Company and Mr. Gaines entered into a Stock Option Agreement, signed on December 16, 2015 and effective as of January 11, 2016 ("Effective Date"), whereby the Company would issue to Mr. Gaines options to purchase up to 4,500,000 shares of the Company's restricted common stock, all of which have an exercise price of $1.2200 ~~years~~per share and expire on the fifth anniversary of the Effective Date, with total fair value at grant date of $17,627,047, calculated using the Black-Scholes option pricing model. The options vest as follows: 1,500,000 of the shares vested on the Effective Date; 1,500,000 of the shares shall vest on the first anniversary of the Effective Date; and 1,500,000 of the shares shall vest on the second anniversary of the Effective Date.

·The ~~Volatility~~assumptions used in calculating the fair value of ~~182%;~~options and extensions granted using the Black-Scholes option pricing model for options are as follows:

Expected life of 5.0 years;

Volatility of 179%;

Dividend yield of 0%; and

· Risk free interest rate of 1.1058%.

17During the three months ended March 31, 2016 and 2015, the Company recorded $7,836,691 and $2,435,661, respectively, of share based compensation relating to the vesting of options granted in 2016 and other previously granted options. As of March 31, 2016, the unamortized balance related to future stock based compensation for options previously granted but not vested is $9,790,356.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

During the three and nine months ended September 30, 2015, the Company recorded $0 and $4,475,502, respectively, of share based compensation relating to the vesting of other previously granted options. During the three and nine months ended September 30, 2014, the Company recorded $2,237,752 and $3,205,706 of share based compensation. As of September 30, 2015, there is no unamortized balance related to future stock based compensation for options previously granted.

Warrant Activity

A summary of warrant activity is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Warrants		Price ($)		Life (in years)		Value ($)
Outstanding, December 31, 2014		14,577,992		4.69		1.96		36,008,468
Outstanding, December 31, 2015		8,612,992		3.25		2.66		11,237,988
Granted		2150,~~125,~~000		2.39
Exercised		-
Forfeited/Canceled		-
Outstanding, September 30, 2015		16,702,992		3.71		1.56		17,444,937
Outstanding, March 31, 2016		8,762,992		3.22		2.50		9,795,990
Exercisable September 30, 2015		12,032,992		3.08		2.12		17,444,937
Exercisable, March 31, 2016		8,762,992		3.22		2.50		9,795,990

~~The following tables summarize information about warrants outstanding at September 30, 2015:~~17

Warrants Outstanding
				Weighted		Weighted
				Average		Average
Exercise		Number of		Remaining		Exercise
Price ($)		Shares		Life (Years)		Price ($)
	2.00		2,775,000		3.02		2.00
	2.50		5,309,992		2.04		2.50
	3.00		2,353,000		0.81		3.00
	4.00		75,000		2.84		4.00
	5.35		4,670,000		0.12		5.35
	6.00		20,000		1.59		6.00
	7.15		1,500,000		2.78		8.00
			16,702,992

The following tables summarize information about warrants outstanding and exercisable at March 31, 2016:

The following table summarizes information about warrants exercisable at September 30, 2015:

Warrants Outstanding and Exercisable
					Weighted		Weighted
					Average		Average
Exercise		Number of			Remaining		Exercise
Price ($)		Shares			Life (Years)		Price ($)
	1.00		50,000			4.99		1.00
	2.00		2,875,000	(1)		2.84		2.00
	2.50		2,889,992			3.17		2.50
	3.00		1,353,000			0.74		3.00
	4.00		75,000			2.34		4.00
	6.00		20,000			1.08		6.00
	7.15		1,500,000			2.28		7.15
			8,762,992

Warrants Exercisable
				Weighted		Weighted
				Average		Average
Exercise		Number of		Remaining		Exercise
Price ($)		Shares		Life (Years)		Price ($)
	2.00		2,775,000		3.02		2.00
	2.50		5,309,992		2.04		2.50
	3.00		2,353,000		0.81		3.00
	4.00		75,000		2.84		4.00
	6.00		20,000		1.59		6.00
	7.15		1,500,000		2.78		8.00
			12,032,992

(1) Includes 1,775,000 warrants that include an anti-dilution provision that would reduce the exercise price if the Company were to issue additional equities at a price below the exercise price which is in effect at the time of the issuance of the additional equities. See Note 6. The current exercise price for these 1,775,000 warrants is $2.00 per share. The intrinsic value of these warrants at March 31, 2016 was $3,106,250

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

Warrants issued to consultants

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, the Company issued a total of ~~125~~150,000 warrants to two consultants with an aggregate fair value of $~~577~~569,~~897~~395 ~~and~~which ~~recorded~~was ~~as expense during the nine months ended September 30, 2015. In addition, warrants previously issued to a consultant with a fair value of $150,223 vested during the period and were~~ recorded as expense during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

· Expected life of 3-5.0 years

· Volatility of ~~179~~173%-~~182~~176%;

Dividend yield of 0%;

· Risk free interest rate of 1.0121% - 1.1039%

~~GEM~~NOTE ~~Global~~9 ~~Yield~~- ~~Fund~~COMMITMENTS AND CONTINGENCIES

Included in the warrant table above are 4,670,000 warrants granted to GEM and 590 warrants granted to Capital Partners in 2012 that have not yet vested as follows:

The Company issued a warrant to purchase 2,335,000 shares of common stock of the Company to GEM at an exercise price of $5.35 per share (the “GEM C Warrant”). The GEM C Warrant will vest upon either of the following dates: (i) the date that the Company, or a subsidiary or affiliate of the Company, and the Ghanaian Ministry of Energy receive ratification from the Ghanaian Parliament for acquiring a block concession for oil and gas exploration; or (ii) the Company or a Subsidiary closes a deal to acquire assets having a cost greater than $40,000,000. The Company may elect to shorten the term of the GEM C Warrant by moving the expiration date to the date six months (plus any additional days added if the underlying shares remain unregistered after 270 days) from the day that all of the following conditions have been satisfied: (i) either of the preconditions to vesting set forth above have been satisfied; (ii) the Company has publicly announced the ratification from the Ghanaian parliament; (iii) the shares issuable upon exercise of the GEM C Warrant are subject to an effective registration statement; and (iv) the Company provides notice to GEM of its election to shorten the term within twenty business days of the last of the conditions in (i), (ii) and (iii) to occur. These options have not vested as of September 30, 2015.

The Company also granted a warrant to purchase 2,335,000 shares of common stock of the Company, par value $0.0001 per share, to 590 Partners Capital, LLC at an exercise price of $5.35 per share (the “590 Partners C Warrant”). All of the terms in the 590 Partners C Warrant for vesting, exercise, expiration and anti-dilution are identical to those in the GEM C Warrant described above. These options have not vested as of September 30, 2015.

AGRA and BAS Agreements

Pursuant to a consulting agreement effective as of August 1, 2013, as subsequently amended from time to time (the “BAS Agreement”), between the Company, AGRA Capital, LLC (“AGRA”) and BA Securities, LLC (“BAS”), AGRA and BAS agreed to provide certain financial advisory services to the Company.

On April 6, 2015, and as subsequently amended through September 28, 2015, the Company entered into an agreement (“Agreement”) with Mr. Konstant, AGRA, BAS, Jeff Ahlholm, and Lloyd Brian Hannan (AGRA, BAS, Mr. Ahlholm and Mr. Hannan are collectively referred to herein as “BAS and Agents”). The Agreement terminated the BAS Agreement in its entirety. The Agreement further provides that, in the event that the Company completes certain acquisitions or financings on or prior to April 7, 2017, then additional cash and warrant compensation will be paid to BAS and Agents. Further, in consideration for advisory services previously rendered, the Company issued an aggregate of 1,500,000 warrants to BAS and Agents, all vesting immediately with an exercise price of $2.50 per share and an expiration date of May 1, 2019. The fair value of the warrants was determined to be $7,307,825 using a Black-Scholes model. Pursuant to the Agreement, the Company also extended the expiration date of another 600,000 warrants currently held by BAS and Agents to May 1, 2019, and reduced the exercise price from $4.00 per share to $2.50 per share. The fair value of the extension and modification of these warrants was determined to be $121,339. The Company used the following assumptions in determining the fair value:

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

· Expected life of 3.32 to 4.07 years

· Volatility of 182%;

· Dividend yield of 0%;

· Risk free interest rate of 1.10%

LowCal Agreements

On August 14, 2015, the Company amended the LowCal Agreements with LowCal. Pursuant to the terms of the agreement, the Company issued to LowCal an additional warrant to purchase 500,000 shares of restricted common stock of the Company at an exercise price of $2.00, vesting immediately and expiring January 1, 2019.

The fair value of the 500,000 warrants was determined to be $1,936,589 using the Black-Scholes option pricing model with the following assumptions:

· Expected life of 3.4 years

· Volatility of 179%;

· Dividend yield of 0%;

· Risk free interest rate of 1.01%

In addition the Company reduced the exercise price of 500,000 warrants originally issued to LowCal on August 14, 2014, from $4.00 to $2.00, and extended the expiration date from August 14, 2018 to January 1, 2019. The change in fair value of the warrant under the old terms and the warrant under the new terms was $275,560 and has been recorded as an expense during the three months ended September 30, 2015. The fair value of the warrant under the old and new terms was determined using the Black-Scholes option pricing model with the following assumptions listed above.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On August 2, 2012, Eos executed a series of agreements with 1975 Babcock, LLC (“Babcock”) in order to secure a $300,000 loan (the “Babcock Loan”). As of August 3, 2012, Eos also leased 7,500 square feet of office space at 1975 Babcock Road in San Antonio, Texas (the “Babcock Lease”) from Babcock. On November 7, 2013, the Company, Eos and Mr. Nikolas Konstant (the Company’s Chairman of the Board and Chief Financial Officer) entered into an agreement for the payment and satisfaction of the Babcock Loan and Babcock Lease, as amended, and all other related agreements. Under the terms and conditions of the agreement, in order to pay off and satisfy the Babcock Loan in full and void the Babcock Lease, including any rent then owed and payable, in its entirety, Eos agreed to pay $330,000. In addition, the Company agreed to issue an aggregate of 70,000 restricted shares of the Company’s common stock to certain affiliates of Babcock, which were issued on January 13, 2014.

The Company has been made aware that a complaint has been filed against the Company and Nikolas Konstant by an entity alleging to be the landlord of the Babcock Lease. The complaint purportedly asks for $149,625 in unpaid rent and late fees for the Babcock Lease, although the Company has not yet been served with a copy of the complaint. The Company denies any breach or the Babcock Lease or other wrongdoing on its part. The Company has been made aware that, on September 15, 2015, the case was dismissed.

Eos Petro, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

As discussed further down in this Note 12, Dune has threatened to bring litigation to collect the Parent Termination Fee, as defined in the Dune Merger Agreement. The Company has accordingly recorded a liability for $5,500,000 related to the Parent Termination Fee. No lawsuit has been filed to date against the Company for the Parent Termination Fee, and the Company would vigorously defend itself, should any action ever be brought. The Company believes that it has equitable and legal defenses against payment of all or a portion of the Parent Termination Fee.

Dune Merger Agreement

On September 17, 2014 the Company entered into an Agreement and Plan of Merger with Dune Energy Inc. (“"Dune”") and Eos ~~Merger Sub.~~Delaware, dated as of September 16, 2014, as subsequently amended (the “"Dune Merger Agreement ”"), and on the terms and subject to the conditions described therein, Eos ~~Merger~~Delaware ~~Sub~~ agreed to conduct a cash tender offer to purchase all of Dune’'s issued and outstanding shares of common stock at a price of $0.30 per share in cash, without interest, upon the terms and conditions set forth in the Dune Merger Agreement.

Due to the severe decline in oil prices, the Company’'s sources of capital for the merger and tender offer were withdrawn, and the Company was unable to complete the merger and tender described in the Dune Merger Agreement on the terms originally negotiated. After a series of amendments to the Dune Merger Agreement while the parties continued to try to negotiate financing terms, the tender offer ultimately expired on February 27, 2015.

Subsequently, on March 4, 2015, Dune provided the Company with notice of its decision to terminate the Dune Merger Agreement in accordance with the terms thereof, and demanded the Parent Termination Fee (as defined in the Dune Merger Agreement) of $5,500,000 in cash, and reimbursement for certain unidentified expenses incurred by Dune. Dune has threatened to bring litigation to collect these amounts in connection with its contention that the Company breached the Dune Merger Agreement and is entitled to the Parent Termination Fee. The Company has accordingly recorded a liability for $5,500,000 related to the Parent Termination Fee. No lawsuit has been filed to date against the Company for the Parent Termination Fee, and the Company would vigorously defend itself, should any action ever be brought. The Company believes that it has equitable and legal defenses against payment of all or a portion of the Parent Termination Fee.

GEM Global Yield Fund

~~The~~Pursuant to the financing commitment, dated August 31, 2011, and the Common Stock Purchase Agreement and Registration Rights Agreement, both dated as of July 11, 2013, entered into between the Company and GEM ~~Global~~(collectively ~~Yield~~referred ~~Fund~~to ~~(“GEM”~~as the "Commitment Agreements"), athe ~~member~~Company ofwas ~~the~~required ~~Global~~to ~~Emerging~~use ~~Markets~~commercially ~~Group~~reasonable efforts to uplist to the NYSE, ~~entered~~NASDAQ ~~into~~or aAMEX ~~financing~~stock ~~commitment~~exchange onwithin ~~August~~270 31days of July 11, ~~2011~~2013, ~~whereby~~and ~~GEM~~then ~~would~~to ~~provide~~file a registration statement covering the shares and ~~fund~~warrants referenced in the Commitment Agreements within 30 days of uplisting. The Company ~~with~~further upagreed to pay to GEM a structuring fee equal to $~~400~~4 million, ~~dollars~~which (was to be paid on the “18 month anniversary of July 11, 2013 regardless of whether the Company had drawn down from the Commitment”) at that time. At the Company's election, ~~for~~the Company may elect to pay the structuring fee in registered shares of its common stock of the Company’ at a per share price equal to 90% of the average closing trading price of the Company's ~~African~~common ~~acquisition~~stock ~~activities~~for the thirty-day period immediately prior to the 18-month anniversary of July 11, 2013. As of January 11, 2015, the 18-month anniversary date of the agreement, the Company had not met this requirement and may now become liable for payment of this structuring fee to GEM. As of December 31, 2015, the Company has recorded an accrued structuring fee of $4 million.

~~The~~NOTE ~~Company~~10– ~~and~~SUBSEQUENT GEM formalized the Commitment by way of a definitive Common Stock Purchase Agreement and Registration Rights Agreement, both dated as of July 11, 2013 (collectively referred to as the “Commitment Agreements”). Pursuant to the Commitment Agreements and subject to certain restrictions contained therein, the Commitment may be drawn down at the Company’s option as the Company issues shares of common stock to GEM in return for funds.EVENTS

Under the agreed upon structure, and subject to certain prerequisites, the Company controls the timing and amount of any drawdown, and the funds withdrawn by the Company may be used to acquire any oil and gas assets the Company identifies, publicly or privately owned, national or international, as well as for working capital purposes.Warrants

~~Pursuant~~On toMay ~~the Commitment Agreements~~4, ~~the Company must use commercially reasonable efforts to uplist to the NYSE~~2016, ~~NASDAQ or AMEX stock exchange within 270 days of July 11, 2013, and then to file a registration statement covering~~ the ~~shares and warrants referenced in the Commitment Agreements within 30 days of uplisting. The~~ Company ~~further~~granted ~~agreed~~ to ~~pay~~Martin toOring ~~GEM~~ a ~~Structuring~~warrant ~~Fee equal~~ to $4purchase ~~million~~317,000 ~~which~~shares ~~must be paid on the 18 month anniversary~~ of ~~July 11, 2013 regardless of whether~~ the Company ~~has drawn down from the Commitment at that time. At the Company’~~'s ~~election, the Company may elect to pay the structuring fee in registered shares of its~~ common stock, ofin ~~the~~connection ~~Company~~with atMr. ~~a per share price equal to ninety percent of the average closing trading price of the Company’~~Oring's ~~common~~services ~~stock~~as ~~for~~CEO ~~the~~from ~~thirty-day period immediately prior to the 18 month anniversary of~~ July 111, ~~2013.~~2015 Asto of January 11, ~~2015,~~2016. ~~the~~The 18warrant ~~month~~is ~~anniversary~~exercisable ~~date~~at of$2.50 ~~the~~per ~~agreement,~~share ~~the Company had not met this requirement~~ and ~~may~~expires ~~now~~on ~~become~~July ~~liable for payment of this structuring fee to GEM. As of September 30~~31, ~~2015, the Company has recorded an accrued structuring fee of $4 million~~2020.

21Notes

~~Eos~~On ~~Petro~~April 6, ~~Inc.~~2016, the Company issued an unsecured promissory note to Agra Capital Advisors, LLC, for $100,000, with an interest rate of 5% per annum and ~~Subsidiaries~~due on January 1, 2017.

~~Notes~~ On May 12, 2016, and effective April 1, 2016, the Company and an individual holder of a promissory note entered into a letter agreement to ~~Condensed~~extend ~~Consolidated~~the ~~Financial~~maturity ~~Statements~~date of the promissory note from April 1, 2016 to September 30, 2016.

~~For the Nine Months Ended September 30, 2015 and 2014~~Stock

~~(Unaudited)~~On May 9, 2016, the Company issued 100,000 shares of the Company's common stock to a service provider in exchange for services rendered to the Company.

~~Financial Consulting~~Extension ~~Agreement~~to Directors' Stock Options

OnThe ~~June~~board ~~16,~~of ~~2015,~~directors of the Company ~~entered~~approved ~~into~~ an ~~agreement~~extension ~~with~~of athe ~~financial~~expiration ~~advisor~~dates toof ~~provide~~certain ~~advisory~~outstanding ~~services in~~stock ~~connection~~options ~~with~~granted ~~potential~~to ~~buy-side~~Martin Oring and ~~capital~~John ~~raising~~Hogg, ~~activities~~two of the Company~~. The~~'s ~~agreement~~directors, ~~provides~~to ~~for~~each apurchase ~~non-refundable~~25,000 ~~monthly~~shares ~~payment~~of torestricted ~~the~~common ~~financial~~stock ~~advisor. At~~of the ~~close~~Company ofat ~~certain~~an ~~transactions,~~exercise ~~the~~price ~~financial~~of ~~advisor~~$2.50 isper ~~entitled~~share, toeffective ~~receive~~as ~~from~~of ~~the~~May ~~Company~~1, ~~certain cash success fees~~2016. ~~The~~ ~~monthly~~These ~~fees~~options ~~are~~were ~~credited~~originally ~~against~~issued ~~any~~to ~~cash~~Mr. ~~success~~Oring ~~fees~~and ~~which become payable~~Mr. If ~~the~~Hogg ~~Company~~in ~~terminates~~exchange ~~without~~for ~~cause~~each's onservice oras ~~before~~a ~~the~~director ~~four month anniversary~~ of the ~~execution of the agreement, the~~ Company. ~~must~~These ~~pay~~options ~~the~~vested ~~financial~~immediately, ~~advisor~~and, aprior ~~break-up fee in an amount equal~~ to ~~three~~the ~~monthly payments~~extension, ~~which~~were ~~amount~~set ~~shall~~to beexpire ~~creditable,~~on ~~without~~May ~~duplication~~1, ~~against~~2016. ~~any~~After ~~cash success fees received by~~ the ~~financial advisor under the agreement. In addition~~extension, inthese ~~the~~stock ~~event~~options ~~that certain transactions~~ are ~~consummated~~now ~~within~~set ato ~~specified~~expire ~~period~~on ofApril ~~time after the termination for the agreement for any reason~~1, ~~the~~2021. ~~financial~~The ~~advisor~~terms ~~shall~~and ~~also~~conditions ~~be paid the entire amount~~ of ~~any~~these ~~applicable~~options ~~cash~~remain ~~success fee it otherwise would have been entitled to receive if~~ the ~~agreement~~same ~~were~~in ~~still~~all inother ~~effect~~respects.

~~NOTE 13– SUBSEQUENT EVENTS~~19

~~Plethora~~Item ~~Promissory~~2. Management's ~~Notes~~Discussion and Analysis of Financial Condition and Results of Operations

Subsequent to September 30, 2015, Plethora sold 2,060,000 of its shares of the Company’s restricted common stock to entities with which the Company has current business relationships (1,660,000 shares) and to unaffiliated third party investors (400,000 shares) in private sales. Plethora loaned the proceeds of $650,000 from such sale to the Company, and the Company accordingly issued to Plethora an unsecured promissory notes for $650,000, with an interest rate of 10% per annum and due on January 1, 2016. For the 1,660,000 sold to entities with which the Company has current business relationships, the difference between the quoted market price of the shares and the sales price to the buyers of $6,190,000 will be recognized as a charge to earnings during the quarter ended December 31, 2015.

Rollins Loan

On October 23, 2015, the Company and Rollins entered into a payoff agreement, whereby the Company agreed to pay the remaining unpaid principal on the Rollins note of $200,000 on or before December 31, 2015 as full payment and satisfaction of the note.

Crimson Consulting Agreement

On October 1, 2015, the Company entered into a consulting agreement with Crimson Energy Partners IV, LLC (“Crimson”), whereby the Company agreed to pay a monthly fee of $100,000 to Crimson for oil & gas operations and due diligence services, at the end of each month during the term of the agreement. The term of the agreement is until the earlier of: (i) April 1, 2016, or (ii) the successful closing of an acquisition by the Company of oil & gas reserves. At the end of the agreement term, the Company has the option to hire a full-time employee from Crimson at $30,000 per month, at the discretion of both the Company and the potential employee.

John Linton Note

On November 5, 2015, the Company issued an unsecured promissory note to John Linton for $30,000, with an interest rate of 4% per annum and due on April 1, 2016.

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

Forward Looking Statements

This Report contains projections, expectations, beliefs, plans, objectives, assumptions, descriptions of future events or performances and other similar statements that constitute “"forward looking statements”" that involve risks and uncertainties, many of which are beyond our control. These statements are often, but not always, made through the use of words or phrases such as “"may,”" “"should,”" “"could,”" “"predict,”" “"potential,”" “"believe,”" “"will likely result,”" “"expect,”" “"will continue,”" “"anticipate,”" “"seek,”" “"estimate,”" “"intend,”" “"plan,”" “"projection,”" “"would”" and “"outlook,”" and similar expressions. All statements, other than statements of historical facts, included in this Report regarding our expectations, objectives, assumptions, strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. All forward-looking statements speak only as of ~~September~~March 3031, ~~2015~~2016. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including, but not limited to, those set forth in this Report. Important factors that may cause actual results to differ from projections include, but are not limited to, for example: adverse economic conditions, inability to raise sufficient additional capital to operate our business, delays, cancellations or cost overruns involving the development or construction of oil wells, the vulnerability of our oil-producing assets to adverse meteorological and atmospheric conditions, unexpected costs, lower than expected sales and revenues, and operating defects, adverse results of any legal proceedings, the volatility of our operating results and financial condition, inability to attract or retain qualified senior management personnel, expiration of certain governmental tax and economic incentives, and other specific risks that may be referred to in this Report. It is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this Report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

You should read the following discussion of our financial condition and results of operations together with the unaudited financial statements and the notes to the unaudited financial statements included in this Report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

On October 12, 2012, pursuant to the Merger Agreement, entered into by and between the Company, Eos and Company Merger Sub, dated July 16, 2012, Company Merger Sub merged into Eos, with Eos being the surviving entity in the Merger. As a result of the Merger, Eos became a wholly owned subsidiary of the Company. Upon the closing of the Merger, each issued and outstanding share of common stock of Eos was automatically converted into the right to receive one share of our Series B preferred stock. At the closing, we issued 37,850,044 shares of Series B preferred stock to the former Eos stockholders, subject to the rights of the stockholders of Eos to exercise and perfect their appraisal rights under applicable provisions of Delaware law to accept cash in lieu of shares of the equity securities of the Company.

Effective as of May 20, 2013, the Company changed its name to Eos Petro, Inc. (it previously had been named “" Cellteck, Inc.” ").

2320

We are presently focused on the acquisition, exploration, development, mining, operation and management of medium-scale oil and gas assets. Our primary activities as of September 30, 2015, have centered on organizing activities but have also included the acquisition of existing assets, evaluation of new assets to be acquired, and pre-development activities for existing assets.

Our continuing development of oil and gas projects will require the acquisition of land rights, mining equipment and associated consulting activities required to convert the fields into revenue generating assets. Generally, financing is available for these initial project costs where such financing is secured by the assets themselves. From time to time. ~~however~~However, our activities may require senior credit facilities, convertible securities and the sale of common and preferred equity at the corporate level.

In connection with our business, we will likely engage consultants with expertise in the oil and gas industries, project financing and oil and gas operations.

The financial statements included as part of this Report and the financial discussion reflect the performance of Eos and the Company, which primarily relates to Eos’' Works Property oil and gas assets located in Illinois.

On September 17, 2014, we entered into the Dune Merger Agreement with Dune, and Eos ~~Merger~~Delaware ~~Sub~~ agreed to conduct a cash tender offer to purchase all of Dune’'s issued and outstanding shares of common stock at $0.30 per share. In addition, we agreed to provide Dune with sufficient funds to pay in full and discharge all of Dune’'s outstanding indebtedness and agreed to assume liability for all of Dune’'s trade debt, as well as fees and expenses related to the Dune Merger Agreement and transactions contemplated therein. At the commencement of the merger and tender offer, we estimated that the total amount of cash required to complete the contemplated transactions was approximately $140 million dollars. The tender offer was not subject to a financing contingency. Following successful completion of the offer, Eos ~~Merger~~Delaware ~~Sub~~ would have been merged into Dune, with Dune surviving as a direct wholly-owned subsidiary of the Company.

Due to the severe decline in oil prices, our sources of capital for the merger and tender offer were withdrawn, and we were unable to complete the merger and tender described in the Dune Merger Agreement on the terms originally negotiated. After a series of amendments to the Dune Merger Agreement while the parties continued to try to negotiate financing terms, the tender offer ultimately expired on February 27, 2015. After the expiration of the tender offer, Dune was notified by us that shares of Dune’'s common stock would be returned to the tendering stockholders.

Subsequently, on March 4, 2015, Dune provided us with notice of its decision to terminate the Dune Merger Agreement in accordance with the terms thereof, and demanded the Parent Termination Fee (as defined in the Dune Merger Agreement) of $5,500,000 in cash, and reimbursement for certain unidentified expenses incurred by Dune. Dune has threatened to bring litigation to collect these amounts in connection with its contention that the Company breached the Dune Merger Agreement and is entitled to the Parent Termination Fee. The Company has accordingly recorded a liability for $5,500,000 related to the Parent Termination Fee. No lawsuit has been filed to date against the Company for the Parent Termination Fee, and the Company would vigorously defend itself, should any action ever be brought. The Company believes that it has equitable and legal defenses against payment of all or a portion of the Parent Termination Fee.

~~Comparison of the three months ended September 30, 2015 to September 30, 2014.~~21

	For the Three Months Ended September 30,
	2015						2014
				% of						% of			Dollar			Percentage
	Amount			Revenue			Amount			Revenue			change			Change
Revenue	$	39,863			100.0	%	$	187,805			100.0	%		(147,942	)		-78.8	%
Lease operating expense		39,131			98.2	%		112,227			59.8	%		(73,096	)		-65.1	%
General and administrative expenses		3,238,923			8125.1	%		11,766,145			6265.1	%		(8,527,222	)		-72.5	%
Structuring fee		-			0.0	%		-			0.0	%		-			N/A
Termination fee		-			0.0	%		-			0.0	%		-			N/A
Other income (expense), net		(4,362,389	)		-10943.5	%		(45,256,277	)		-24097.5	%		40,893,888			-90.4	%
Net loss	$	(7,600,580	)		-19066.8	%	$	(56,946,844	)		-30322.3	%		49,346,264			-86.7	%

Comparison of the three months ended March 31, 2016 to March 31, 2015.

	For the Three Months Ended March 31,
	2016						2015
				% of						% of			Dollar			Percentage
	Amount			Revenue			Amount			Revenue			change			Change
Revenue	$	19,428			100.0	%	$	60,059			100.0	%		(40,631	)		-67.7	%
Lease operating expense		32,674			168.2	%		11,429			19.0	%		21,245			185.9	%
General and administrative expenses		9,986,981			51405.1	%		10,881,750			18118.4	%		(894,769	)		-8.2	%
Structuring fee		0			0.0	%		4,000,000			6660.1	%		(4,000,000	)		N/A
Termination fee		0			0.0	%		5,500,000			9157.7	%		(5,500,000	)		N/A
Other income (expense), net		(1,318,269	)		-6785.4	%		2,444,163			4069.6	%		(3,762,432	)		-153.9	%
Net loss	$	(11,318,496	)		-58258.7	%	$	(17,888,957	)		-29785.6	%		6,570,461			-36.7	%

Revenue

We primarily generate revenue from the operation of any oil and gas properties that we own or lease and the sale of hydrocarbons delivered to a customer when that customer has taken title. For the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, our primary revenue has come from one source, the Works Property, located in Southern Illinois. Revenue for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 was $3919,~~863~~428 and $~~187~~60,~~805~~059, respectively. The decrease in revenues for the three months ended ~~September~~March 3031, ~~2015~~2016 is due to a decrease in the price per barrels sold and a decrease in the number of barrels sold. ~~In addition, there was no production in the month of September 2015.~~ For the three months ended ~~September~~March 3031, ~~2015~~2016, we sold ~~966~~710 barrels at an average price of $~~41.50~~27 per barrel, compared to 21,~~064~~270 barrels at an average price of $~~90.98~~47 per barrel for the three months ended ~~September~~March 3031, ~~2014~~2015. The decrease in the barrels produced in ~~2015~~2016 compared to ~~2014~~2015 is due to shutting down the production inof ~~September~~the ~~2015~~wells ~~due~~for ~~our~~a ~~inability~~longer toperiod ~~pay~~of ~~the~~time ~~properties operator. Production resumed~~ in ~~October~~2016 ~~when~~due ~~we raised additional financing~~ to ~~cover~~cold ~~these~~weather ~~operating~~related ~~and other business expenses~~issues. As disclosed below, our current financial resources are not sufficient to allow us to meet the anticipated costs of our business plan for the next 12 months and we will require additional financing in order to fund our business activities.

Lease operating expenses

Lease operating expenses for oil and gas assets were primarily made up of the Works Property. Lease operating expenses for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 was $3932,~~131~~674 and $~~112~~11,~~227~~429, respectively. The ~~decrease~~increase in operating expenses was due to ~~lower~~a ~~production~~refund inof $33,223 received from our former operator during the quarter ended March 31, 2015.

General and administrative expenses

General and administrative expenses for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 were $39,~~238~~986,~~923~~981 and $1110,~~766~~881,~~145~~750, respectively. Our general and administrative expenses have primarily been made up of professional fees (legal and accounting services) required for our organizing activities, acquisition agreements and development agreements. We recognized approximately $~~143~~667,000, $21,~~847~~056,000, and $~~118~~8,165,000 in professional fees, consulting fees and compensation, respectively, for the three months ended ~~September~~March 3031, ~~2015~~2016. During the three months ended September 30, 2015, we recognized costs of $2,618,200 due to our majority stockholder selling shares of common stock to entities with which we have current business relationships at a significant discount to market. We recognized approximately $~~129~~115,000, $27,~~722~~943,000, and $2,~~362~~581,000 in professional fees, consulting fees and compensation, respectively for the three months ended ~~September~~March 3031, ~~2014~~2015. Other expenses included are temporary professional staffing, rent, utilities, and other overhead expenses. During the three months ended ~~September~~March 3031, ~~2014~~2016, we recorded compensation expense of $7,837,000 related to options that were granted to our new CEO in January 2016 and vesting through January 2018. Also, during the three months ended March 31, 2016, we recognized costs of $931,060 due to our majority stockholder selling shares of common stock to entities with which we have current business relationships at a significant discount to market. During the three months ended March 31, 2015, we recorded compensation expense of $2,~~238~~336,000 related to options that were issued to our CEO in August 2014 and vesting though June 2015. In addition, during the three months ended March 31, 2015, we recorded consulting fees of approximately $7,943,000 associated with warrants to be issued.

Other income (expenses)

For the three months ended September 30, 2015, net other expense was $4,362,389 consisting of interest and finance costs of $2,667,186 and a charge due to the change in fair value of derivative liability of $1,695,203. Interest and financing costs for the three months ended September 30, 2015 includes a charge of $2,523,398 related to the August 14, 2015 amendment of the LowCal Agreements related to the issuance of 75,000 shares of common stock, the issuance of 500,000 warrants and the modification of the terms of previously issued warrants. During the three months ended September 30, 2014, net other expenses consisted of interest and finance costs of $11,325,602, loss on debt extinguishment of $37,572,386 and a gain of $3,641,711 related to the change in fair value of the derivative liabilities. The decrease in interest and finance costs is primarily due to the amortization of the fair value of the beneficial conversion features and expensing of the fair value of shares issued in connection with the LowCal financing incurred during the three months ended September 30, 2014. The loss on debt modification is due to the 1,775,000 warrants issued per the Clouding settlement agreement with a fair value of approximately $26,300,000 and the reduction in the conversion price from $4.00 to $2.50 for the LowCal loan with a fair value of approximately $11,300,000. The adjustment to fair value of derivative liabilities is due to the change in fair value of the 1,775,000 warrants, which were recorded as derivative liabilities due to the anti-dilution provisions.

Comparison of the nine months ended September 30, 2015 to September 30, 2014.

	For the Nine Months Ended September 30,
	2015						2014
				% of						% of			Dollar			Percentage
	Amount			Revenue			Amount			Revenue			change			Change
Revenue	$	170,822			100.0	%	$	614,632			100.0	%		(443,810	)		-72.2	%
Lease operating expense		103,788			60.8	%		297,756			48.4	%		(193,968	)		-65.1	%
General and administrative expenses		20,823,143			12190.0	%		29,827,503			4852.9	%		(9,004,360	)		-30.2	%
Structuring fee		4,000,000			2341.6	%		0			0.0	%		4,000,000			N/A
Termination fee		5,500,000			3219.7	%		0			0.0	%		5,500,000			N/A
Other income (expense), net		1,182,721			692.4	%		(56,322,512	)		-9163.6	%		57,505,233			-102.1	%
Net loss	$	(29,073,388	)		-17019.7	%	$	(85,833,139	)		-13965.0	%		56,759,751			-66.1	%

Revenue

We primarily generate revenue from the operation of any oil and gas properties that we own or lease and the sale of hydrocarbons delivered to a customer when that customer has taken title. For the nine months ended September 30, 2015 and 2014, our primary revenue has come from one source, the Works Property, located in Southern Illinois. Revenue for the nine months ended September 30, 2015 and 2014 was $170,822 and $614,632, respectively. The decrease in revenues for the nine months ended September 30, 2015 is due to a decrease in the price per barrels sold and a decrease in the number of barrels sold. For the nine months ended September 30, 2015, we sold 3,784 barrels at an average price of $45.15 per barrel, compared to 6,573 barrels at an average price of $93.51 per barrel for the nine months ended September 30, 2014. The decrease in the barrels produced in 2015 compared to 2014 is due to shutting down the production of the wells in 2015 due to cold weather related issues in early 2015 and the shutting down of production in September 2015 2015 due our inability to pay the properties operator. Production resumed in October when we raised additional financing to cover these operating and other business expenses. As disclosed below, our current financial resources are not sufficient to allow us to meet the anticipated costs of our business plan for the next 12 months and we will require additional financing in order to fund our business activities.

Lease operating expenses

Lease operating expenses for oil and gas assets were primarily made up of the Works Property. Lease operating expenses for the nine months ended September 30, 2015 and 2014 was $103,788 and $297,756, respectively. The decrease in operating expenses was due to lower production in 2015 and a refund of $33,223 received from our former operator during the quarter ended March 31, 2015.

General and administrative expenses

General and administrative expenses for the nine months ended September 30, 2015 and 2014 were $20,823,143 and $29,827,503, respectively. Our general and administrative expenses have primarily been made up of professional fees (legal and accounting services) required for our organizing activities, acquisition agreements and development agreements. We recognized approximately $670,000, $14,647,000, and $5,028,000 in professional fees, consulting fees and compensation, respectively for the nine months ended September 30, 2015. We recognized approximately $379,000, $19,052,000, and $3,563,000 in professional fees, consulting fees and compensation, respectively for the nine months ended September 30, 2014. Other expenses included are temporary professional staffing, rent, utilities, and other overhead expenses. During the nine months ended September 30, 2015, we recorded compensation expense of $4,476,000 related to options that were issued to our CEO in August 2014 and vesting though June 2015. Also, during the nine months ended September 30, 2015, we recognized costs of $6,293,200 due to our majority stockholder selling shares of common stock to entities with which we have current business relationships at a significant discount to market. In addition, during the nine months ended September 30, 2015, we recorded consulting fees of approximately $8,036,000 associated with the issuance of warrants for consulting services. During the nine months ended September 30, 2014 we recorded consulting expense of $13,415,000 related to the amended GEM warrants, $1,583,000 related to the DVBRI warrants and $6,404,000 related to the BAS warrants. During the nine months ended September 30, 2014, we recorded compensation expense of $968,000 related to options that were issued to our CEO in June 2013 and vesting through June 2014 and we recorded expense of $2,238,000 related to options that were issued to our CEO in August 2014 and vesting through June 2015.

Structuring fee

During the ~~nine~~three months ended ~~September~~March 3031, 2015, we recorded a charge to earnings related to a structuring fee of $4 million due to GEM ~~Global Yield Fund~~. There was no such charge during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2016.

Acquisition termination fee

During the ~~nine~~three months ended ~~September~~March 3031, 2015, we recorded a charge to earnings of $5.5 million related to the Parent Termination Fee associated with our proposed acquisition of Dune. There was no such charge during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2016.

Other income (expenses)

For the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, net other ~~income~~expense was $1,~~182~~318,~~721~~269, consisting of interest and finance costs of $31,~~058~~923,~~976~~931 and a gain on change in fair value of derivative liability of $4605,~~241,697~~662. Interest and financing costs for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 includes a charge of $2488,~~523,398~~378 related to the ~~Sixth~~Seventh Amendment ofto the LowCal ~~agreement~~Agreements ~~related~~for to the issuance of 75,000 shares of common stock, ~~the issuance of 500,000 warrants~~ and the ~~modification~~extension of the ~~terms~~warrant ofexpiration ~~previously~~date ~~issued warrants. During the nine months ended September 30, 2014, net other expenses consisted primarily of interest~~ and ~~finance costs of $21,782,217, loss debt extinguishment of $38,182,006 and~~ a ~~gain~~charge ~~on change in fair value~~ of ~~derivative liability of~~ $31,~~641~~250,~~711. The~~000 ~~decrease~~for ~~in interest and finance costs is primarily due to~~ the ~~amortization of the fair~~ value of ~~the~~an ~~beneficial~~aggregate ~~conversion features and expensing~~ of ~~the~~315,000 ~~fair~~shares ~~value~~ of ~~shares~~common stock issued infor ~~connection~~debt ~~with~~extensions. For the ~~LowCal~~three ~~financing incurred during the nine~~ months ended ~~September~~March 3031, ~~2014. The~~2015, ~~loss~~net onother ~~debt~~income ~~modification~~was ~~is due to the 1~~$2,~~775~~444,~~000~~163 ~~warrants~~consisting ~~issued~~of ~~per~~interest ~~the~~and ~~Clouding~~finance ~~settlement~~costs ~~agreement with a fair value~~ of ~~approximately~~ $26140,~~300,000~~857 and ~~the reduction in the conversion price from $4 to $2.50 for the LowCal loan with~~ a ~~fair~~gain ~~value~~on ofchange ~~approximately~~in ~~$11,300,000. The adjustment to~~ fair value of derivative ~~liabilities~~liability ~~is due to the change in fair value~~ of ~~the 1~~$2,~~775~~585,~~000 warrants, which were recorded as derivative liabilities due to the anti-dilution provisions~~020.

Liquidity and Capital Resources

Since our inception, we have financed operations through consulting and service agreements with limited cash requirements, made up of stock compensation and various debt instruments as more fully described in Stock Based Compensation, Commitments and Contingencies, Material Agreements and Related Party Transactions. Our business calls for significant expenses in connection with the operation and acquisition of oil and gas related projects. In order to maintain our corporate operations and to significantly expand our operations and corresponding revenue from our Works Property, we must raise a significant amount of working capital and capital to fund improvements to the Works Property. As of ~~September~~March 3031, ~~2015~~2016, we had cash in the amount of $17,~~749~~644. At ~~September~~March 3031, ~~2015~~2016, we had total liabilities of $29,~~096~~507,~~959~~295. Our current financial resources are not sufficient to allow us to meet the anticipated costs of our business plan for the next 12 months and we will require additional financing in order to fund these activities. In addition, our Auditors in their audit report for the year ending December 31, 2015 included a statement in their report to express a going concern uncertainty.

27Management estimates the Company's capital requirements for the next twelve months, including drilling and completing wells for the Works Property, will total approximately $2,500,000, excluding any amounts that may be due to Dune under the Parent Termination Fee or a $4 million structuring fee that may be due to GEM. No assurance can be given that any future financing will be available, or if available, that it will be on terms satisfactory to the Company. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company's flexibility. At a minimum, the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock in the case of debt financing, or cause substantial dilution for stockholders in the case of convertible debt and equity financing. Any failure to comply with these covenants would have a material adverse effect on the Company's business, prospects, financial condition, results of operations and cash flows.

~~Management~~To ~~estimates~~finance ~~the~~our ~~Company’s capital requirements for the next twelve months~~operations, ~~including~~we ~~drilling~~have ~~and~~issued ~~completing~~notes wells for the Works Property, will total approximately $2,500,000, excluding any amounts that may be due to Dune under the Parent Termination Fee or a $4 million structuring fee that may be due to GEMpayable. No assurance can be given that any future financing will be available, or if available, that it will be on terms satisfactory to the Company. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company’s flexibility. At aMarch ~~minimum~~31, ~~the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock in the case of debt financing~~2016, orwe ~~cause~~had ~~substantial dilution for stockholders in~~ the ~~case~~following ofoutstanding ~~convertible~~ debt ~~and equity financing. Any failure to comply with these covenants would have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows.~~:

To· ~~finance~~$8,250,000 ~~our~~in ~~operations~~convertible and promissory notes payable to LowCal. These loans were due on May 1, we2016 ~~have~~and ~~recently~~are ~~issued~~currently ~~the~~past ~~following~~due ~~notes:~~and in default;

On· ~~January 13, 2015, the Company and LowCal amended the Loan Agreements, including the LowCal Loan still in the principal balance of~~ $51,~~000~~733,000, ~~and~~in ~~entered~~notes ~~into~~payable adue ~~new~~to ~~unsecured~~seven ~~Second~~note ~~LowCal~~holders. ~~Note~~These innotes ~~the~~bear ~~principal amount of $3,250,000, with~~ interest atranging 10from 2% ~~per annum, $750,000 of which was advanced~~ to ~~the~~18% ~~Company in 2014~~ and ~~was~~have ~~recognized~~maturity asdates ~~included~~ranging infrom ~~the~~April ~~principal amount of the Second LowCal Note. Also as of January 13~~30, ~~2015,~~2016 ~~LowCal~~to ~~forgave~~July ~~approximately $667~~1,~~000~~ ~~of accrued interest on the LowCal Loan and eliminated all interest on the LowCal Loan going forward~~2016. AsOne ~~amended, there was no remaining accrued and outstanding interest on the LowCal Loan. The Company recorded the terms and provisions~~ of these ~~transactions~~notes onis ~~the~~currently ~~Company’s~~past ~~financial~~due ~~statements~~and ~~as of the year ended December 31, 2014, including the recording of the Second LowCal Note~~ in ~~the~~default; ~~principal amount of $3,250,000~~ and ~~a loss on debt extinguishment of $1,832,576.~~

On· ~~August 14, 2015, the LowCal Agreements were amended again, and the exercise price of the original 500,000 warrants was reduced from~~ $~~4.00 per share to $2.00 per share, and the expiration date of the warrants was extended from August 14, 2018 to January~~ 1, ~~2019. On August 14~~287,855 ~~2015, the Company also issued to LowCal 75,000 restricted shares~~ of ~~its~~notes ~~common~~payable ~~stock, as well as an additional warrant~~ to ~~purchase~~Plethora ~~500~~Enterprises,~~000~~ ~~shares~~a ofrelated ~~restricted~~party. ~~common~~These ~~stock~~notes ofbear ~~the~~interest ~~Company~~ at an10% ~~exercise~~and ~~price~~are ofdue ~~$2.00,~~on ~~vesting~~July ~~immediately and expiring January~~ 1, ~~2019~~2016.

OnDuring ~~April~~the ~~15,~~three ~~2015~~months weended ~~issued~~March an31, ~~unsecured promissory note to Clearview Partners II~~2016, ~~LLC. The~~we ~~promissory~~received ~~note~~additional ~~has~~proceeds ~~a principal amount~~ of $~~150~~375,000, ~~with an interest rate of 10% per annum. Effective September 15, 2015, the Company and Clearview executed a letter agreement extending the maturity date of the unsecured promissory note~~ from ~~September~~issuing ~~15,~~notes ~~2015~~payable toas ~~January~~described ~~31, 2016~~below.

~~Also~~On January 27, on2016, ~~April~~February 159, ~~2015~~2016 ~~through~~and ~~August~~February 526, ~~2015~~2016, we issued athree ~~series of~~ unsecured promissory notes to ~~Plethora~~Bacchus ~~for~~Investors, anLLC, ~~aggregate~~for ~~amount~~$50,000, of$50,000 and $~~870~~100,000, respectively, each with an interest rate of 10% per annum and due on ~~September 15, 2015 through January 1, 2016~~demand. Effective September 15, 2015, Plethora and the Company entered into a letter agreement extending the maturity date for the note due September 15, 2015, to January 1, 2016. Nikolas Konstant, our CFO and Chairman of the Board is the sole member and manager of Plethora. During the nine months ended September 30, 2015, $201,540 of the April 15, 2015 note was repaid. At September 30, 2015, the aggregate balance due under the promissory notes was $668,460.

InWe ~~October 2015, we~~ issued ~~another~~a series of unsecured promissory notes to Plethora for an aggregate ~~total~~amount of $~~650~~125,000, ~~all~~ with an interest rate of 10% per annum and due on ~~January~~July 1, 2016. Nikolas Konstant, our CFO and Chairman of the Board, is the sole member and manager of Plethora.

On November 5, 2015, the Company issued an unsecured promissory note to John Linton for $30,000, with an interest rate of 4% per annum and due on April 1, 2016.

We do not currently have sufficient financing arrangements in place to fund our operations, and there are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us.

In addition to funding our operations, we may become liable to pay certain other contractual obligations, such as a structuring fee to GEM of $4,000,000~~. Pursuant~~ tounder the ~~GEM~~financing ~~Commitment Agreements~~commitment, ~~the~~dated ~~Company~~August ~~must use commercially reasonable efforts to uplist to the NYSE~~31, ~~NASDAQ or AMEX stock exchange within 270 days of July 11~~2011, ~~2013,~~ and ~~then~~the toCommon ~~file~~Stock aPurchase ~~registration~~Agreement ~~statement covering the shares~~ and ~~warrants~~Registration ~~referenced~~Rights ~~in the Commitment Agreements within 30 days of uplisting. The Company further agreed to pay to GEM a Structuring Fee equal to $4 million~~Agreement, ~~which~~both ~~must~~dated beas ~~paid on the 18 month anniversary~~ of July 11, 2013, ~~regardless~~entered ofinto ~~whether~~between the Company ~~has~~and ~~drawn~~GEM ~~down~~(collectively ~~from~~referred ~~the~~to ~~Commitment~~as ~~at that time. At~~ the ~~Company’s~~"Commitment ~~election~~Agreements"), ~~the~~whereby ~~Company~~GEM ~~may~~would ~~elect~~provide toand ~~pay~~fund the ~~structuring fee in common stock of the~~ Company atwith aup ~~per share price equal~~ to ~~ninety~~$400 ~~percent~~million ofdollars ~~the~~for ~~average closing trading price of~~ the Company’'s ~~common~~African ~~stock~~acquisition ~~for the thirty-day period immediately prior to the 18 month anniversary of July 11, 2013~~activities. ~~As of January 11, 2015, the 18 month anniversary date of the agreement, the Company had not met this requirement and may now become liable for payment of this structuring fee to GEM.~~

InPursuant ~~connection~~to ~~with~~the GEM Commitment Agreements, the ~~asserted~~Company ~~claim~~was byrequired ~~Dune~~to ofuse ~~the~~commercially ~~alleged~~reasonable ~~breach~~efforts ofto ~~contract~~uplist byto the ~~Company~~NYSE, ofNASDAQ ~~the~~or ~~Dune~~AMEX ~~Merger~~stock ~~Agreement,~~exchange ~~upon~~within a270 ~~termination~~days of ~~such~~July ~~agreement~~11, 2013, and then file a ~~demand~~registration ~~letter~~statement ~~was~~covering ~~received~~the ~~from~~shares ~~Dune~~and onwarrants ~~March~~referenced 4,in ~~2015~~the ~~demanding~~Commitment ~~payment~~Agreements within 30 days of $5uplisting.5 ~~million~~The inCompany ~~the~~further ~~form~~agreed to pay to GEM a structuring fee of $4,000,000, which was to be paid on the ~~Parent~~18-month ~~Termination~~anniversary ~~Fee~~of July 11, ~~plus~~2013, ~~additional~~regardless ~~costs~~of ~~and~~whether ~~expenses~~the ~~which~~Company ~~were~~had ~~undefined~~drawn down from the Commitment at that time. ~~The~~ At the Company's ~~has~~election, ~~recorded~~the ~~this~~Company ~~liability~~may ofelect ~~$5.5~~to ~~million~~pay asthe structuring fee in common stock of ~~September~~the ~~30,~~Company ~~2015.~~at Noa ~~lawsuit~~per ~~has~~share ~~been~~price ~~filed~~equal to ~~date~~90% ~~against~~of the average closing trading price of the Company's common stock for the ~~Parent~~thirty-day ~~Termination~~period ~~Fee,~~immediately ~~and~~prior to the ~~Company~~18-month ~~would~~anniversary ~~vigorously~~of ~~defend~~July ~~itself~~11, ~~should~~2013. ~~any~~As ~~action~~of ~~ever~~January be11, ~~brought.~~2015, ~~The~~the ~~Company~~18-month ~~believes~~anniversary ~~that~~date itof ~~has~~the ~~equitable~~agreement, and ~~legal~~March ~~defenses~~31, ~~against~~2016 ~~payment~~the ofCompany ~~all~~had ornot amet ~~portion~~this requirement and may now become liable for payment of ~~the~~this ~~Parent~~structuring ~~Termination~~fee ~~Fee~~to GEM.

In connection with the asserted claim by Dune of the alleged breach of contract by the Company of the Dune Merger Agreement, upon a termination of such agreement, a demand letter was received from Dune on March 4, 2015 demanding payment of $5.5 million in the form of the Parent Termination Fee, plus additional costs and expenses which were undefined. The Company has recorded this liability of $5.5 million as of December 31, 2015. No lawsuit has been filed to date against the Company for the Parent Termination Fee, and the Company would vigorously defend itself, should any action ever be brought. The Company believes that it has equitable and legal defenses against payment of all or a portion of the Parent Termination Fee.

Obtaining additional financing is subject to a number of other factors, including the market prices for the oil and gas. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund our business plan could be significantly limited and we may be required to suspend our business operations. We cannot assure you that additional financing will be available on terms favorable to us, or at all. The failure to obtain such a financing would have a material, adverse effect on our business, results of operations and financial condition.

As a result, one of our key activities is focused on raising significant working capital in the form of the sale of stock, convertible debt instrument(s) or a senior debt instrument to retire outstanding obligations and to fund ongoing operations. It is expected that ~~shareholders~~stockholders may face significant dilution due to any such raise in any of the forms listed herein. New securities may have rights and preferences superior to that of current stockholders. If we raise capital through debt financing, we may be forced to accept restrictions affecting our liquidity, including restrictions on our ability to incur additional indebtedness or pay dividends.

For these reasons, the report of our auditor accompanying our audited financial statements for the year ended December 31, 2014 included a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising of additional capital and the success of our business plan.24

For these reasons, the report of our auditor accompanying our audited financial statements for the year ended December 31, 2015 included a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising of additional capital and the success of our business plan.

We have retained consultants to assist us in our efforts to raise capital. The consulting agreements provide for compensation in the form of cash and stock and result in additional dilution to shareholders.

Cash Flows

Operating Activities

Net cash used in operating activities was $~~949~~303,~~921~~448 and $1132,~~095,997~~930 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. The net cash used in operating activities was primarily due to the costs incurred with the organizing activities more fully described above.

Investing Activities

Net cash used in investing activities was $0 and $0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively.

Financing Activities

Net cash provided by financing activities was $~~818~~309,~~460~~725 and $~~1,075,000~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Cash generated from financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 was primarily from issuing promissory notes to related and unrelated parties totaling of $1375,~~020,~~000 offset by repayment of related party promissory notes ofand ~~$201,540. Cash generated from financing activities for the nine months ended September 30, 2014 was primarily from issuing our convertible~~ notes ~~of $1,500,000 offset by repayment of short term notes~~ payable of $~~425~~65,~~000~~275.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon consolidated financial statements and condensed consolidated financial statements that we have prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires us to make a number of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the consolidated financial statements and accompanying notes included in this report. We base our estimates on historical information, when available, and assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015.

Recent Accounting Pronouncements

See Note 2 to the financial statements included elsewhere in this Form 10-Q for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’'s Chief Executive Officer and Chief Financial Officer has 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 ~~September~~March 3031, ~~2015~~2016. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~September~~March 3031, ~~2015~~2016, the Company’'s disclosure controls and procedures were ineffective.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~September~~March 3031, ~~2015~~2016, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

30Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of 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 due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Our~~Based ~~Management~~on isits ~~responsible~~evaluation ~~for~~as ~~establishing~~of ~~and~~March ~~maintaining~~31, ~~adequate internal control over financial reporting~~2016, asour ~~such~~management ~~term~~concluded isthat ~~defined~~our ~~in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our~~ internal ~~control~~controls ~~system~~over ~~was designed to provide reasonable assurance regarding the reliability of~~ financial reporting ~~and~~were ~~the~~ineffective ~~preparation~~as of ~~financial~~March ~~statements~~31, ~~for~~2016. ~~external~~A ~~purposes,~~material inweakness ~~accordance~~is ~~with~~a ~~generally~~deficiency, ~~accepted~~or ~~accounting~~a ~~principles.~~combination ~~Because~~ of ~~inherent~~control ~~limitations~~deficiencies, ain ~~system of~~ internal control over financial reporting ~~may~~such ~~not~~that ~~prevent~~there oris ~~detect~~a ~~misstatements.~~reasonable ~~Also,~~possibility ~~projections~~that ofa ~~any~~material ~~evaluation~~misstatement of ~~effectiveness to future periods are subject to~~ the ~~risk~~Company's ~~that~~annual ~~controls~~or ~~may~~interim ~~become~~financial ~~inadequate~~statements ~~due~~will tonot ~~change~~be inprevented ~~conditions,~~ or ~~that~~detected ~~the~~on ~~degree~~a oftimely ~~compliance with the policies or procedures may deteriorate~~basis.

Based on its evaluation as of September 30, 2015, our management concluded that our internal controls over financial reporting were ineffective as of September 30, 2015. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the following:

·	Lack of an independent audit committee;

·	Lack of formal approval policies by the Board of Directors;

· Lack of adequate ~~oversight~~consciousness over individuals responsible for certain key control activities;

·	Insufficient number of personnel appropriately qualified to perform control monitoring activities, including the recognition of risks and complexities of its business operations;

· An insufficient number of personnel with an appropriate level of GAAP knowledge and experience or training in the application of GAAP commensurate with the Company’'s financial reporting requirements.

The Company intends to remedy ~~these~~this material weakness by hiring additional employees, officers, and perhaps directors, and reallocating duties, including responsibilities for financial reporting, among our officers, directors and employees as soon as there are sufficient resources available. However, until such time, this material weakness will continue to exist.

Further, in order to mitigate these material weaknesses to the fullest extent possible, all financial reports are reviewed by an outside accounting firm that is not our audit firm. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September~~March 3031, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is determinable and the loss is probable.

Babcock Lease

Dune Termination Fee

On March 4, 2015, Dune provided us with notice of its decision to terminate the Dune Merger Agreement in accordance with Section 8.1(c)(i) of the Dune Merger Agreement. ~~Pursuant~~ ~~to Section 8.1(c)(i) of the~~ Dune ~~Merger Agreement, Dune’~~'s letter terminating the Dune Merger Agreement demanded the Parent Termination Fee (as defined in the Dune Merger Agreement) of $5,500,000 in cash, and reimbursement for certain unidentified expenses incurred by Dune. Dune has threatened to bring litigation to collect these amounts in connection with its contention that the Company breached the Dune Merger Agreement and is entitled to the Parent Termination Fee. The Company has accordingly recorded a liability for $5,500,000 related to the Parent termination Fee. No lawsuit has been filed to date against the Company for the Parent Termination Fee, and the Company would vigorously defend itself, should any action ever be brought. The Company believes that it has equitable and legal defenses against payment of all or a portion of the Parent Termination Fee.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the section entitled “"Risk Factors”" in our Annual Report on Form 10-K/A for the year ended December 31, ~~2014~~2015, which to our knowledge have not materially changed. Those risks, which could materially affect our business, financial condition or future results, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

~~During~~On ~~the~~January ~~quarter~~1, on2016 ~~July~~as ~~23,~~additional ~~2015~~consideration for entering into the Sharma Loan, ~~Hahn~~Sharma received 2an additional 275,000 ~~restricted~~ shares of the Company’'s common stock.

On ~~August~~March 1411, ~~2015~~2016, the Company amended the LowCal Agreements with LowCal. Pursuant to the terms of the amendment, the Company issued to LowCal 75,000 restricted shares of its common stock.

On March 25, 2016, in consideration for extending the due date of the Ridelinks note, the Company issued to Ridelinks 40,000 shares of its common stock.

The above shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities

OnThe ~~October 9, 2014, the~~ Company ~~issued~~is ancurrently ~~unsecured~~in ~~promissory~~default ~~note~~of tothe ~~Ridelinks,~~LowCal ~~Inc.~~notes ~~for~~totaling $~~200~~8,~~000~~250,000 ~~with interest at 2%~~ and athe ~~maturity~~Ridelinks ~~date of March 15, 2015 that was extended to June 15, 2015 and includes an exit fee of $30,000. The principal balance of this~~ note ~~outstanding~~totaling ~~was~~ $100,000 ~~as of September 30, 2015 and December 31, 2014~~. ~~The note is currently in default.~~

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT TABLE The following is a complete list of exhibits filed as part of the Quarterly Report on Form 10-Q, some of which are incorporated herein by reference from the reports, registration statements and other filings of the issuer with the Securities and Exchange Commission, as referenced below:
Reference Number	Item
10.1	~~Unsecured~~Letter ~~Promissory~~Agreement ~~Note~~with ~~dated May 22, 2015 from Eos Petro, Inc. payable to~~ Plethora Enterprises, LLC, ~~(filed~~effective asJanuary ~~Exhibit~~1, ~~10.3~~2016, toExtending ~~the~~Maturity ~~Form~~Date ~~10-Q~~of ~~filed~~Unsecured ~~with~~Promissory ~~the Securities and Exchange Commission by Eos Petro, Inc. on August 17, 2015)~~Notes*
10.2	~~Unsecured~~Letter ~~Promissory~~Agreement ~~Note~~with ~~dated~~Clearview ~~July~~Partners 13II, ~~2015~~LLC, ~~from~~effective ~~Eos~~January ~~Petro~~30, ~~Inc. payable to Plethora Enterprises~~2016, ~~LLC~~Extending ~~(filed~~Maturity asDate ~~Exhibit~~of ~~10.4~~Unsecured toPromissory ~~the Form 10-Q filed with the Securities and Exchange Commission by Eos Petro, Inc. on August 17, 2015)~~Notes*
10.3	Unsecured Promissory Note dated ~~August~~January 520, ~~2015~~2016 from Eos Petro, Inc. payable to ~~Plethora~~Judith ~~Enterprises, LLC (filed as Exhibit 10.5 to the Form 10-Q filed with the Securities and Exchange Commission by Eos Petro, Inc. on August 17, 2015)~~Buchmiller*
10.4	~~Unsecured~~Letter ~~Promissory~~Agreement ~~Note dated August 5, 2015 from Eos Petro, Inc. payable to DVIBRI, LLC (as assigned to Plethora Enterprises, LLC) (filed as Exhibit 10.6 to the Form 10-Q filed~~ with ~~the~~Vatsala ~~Securities and Exchange Commission by Eos Petro~~Sharma, ~~Inc.~~effective onJanuary ~~August 17~~1, ~~2015)~~2016*
10.5	~~Sixth~~Unsecured ~~Amendment~~Promissory toNote ~~the LowCal Agreements,~~ dated ~~August~~February 148, ~~2015,~~2016 byfrom ~~and between~~ Eos Petro, Inc., ~~LowCal~~payable ~~Industries, LLC, Eos Global Petro, Inc. and LowCo [EOS/Petro], LLC (filed as Exhibit 10.7~~ to ~~the~~Plethora ~~Form 10-Q filed with the Securities and Exchange Commission by Eos Petro~~Enterprises, ~~Inc. on August 17, 2015)~~LLC**
10.6	~~Letter~~Unsecured ~~Agreement~~Promissory ~~with~~Note ~~Vicki~~dated P.February ~~Rollins effective June 30~~17, ~~2015~~2016 ~~(filed~~from ~~as Exhibit 10.8 to the Form 10-Q filed with the Securities and Exchange Commission by~~ Eos Petro, Inc. onpayable ~~August~~to 17Plethora Enterprises, ~~2015)~~LLC**
10.7	~~Letter~~Unsecured ~~Agreement~~Promissory ~~with~~Note ~~Vatsala~~dated ~~Sharma~~March ~~effective June 30~~24, ~~2015~~2016 ~~(filed~~from ~~as Exhibit 10.9 to the Form 10-Q filed with the Securities and Exchange Commission by~~ Eos Petro, Inc. onpayable ~~August~~to 17Plethora Enterprises, ~~2015)~~LLC**
10.8	Unsecured Promissory Note dated ~~October~~January 1227, ~~2015~~2016 from Eos Petro, Inc. payable to ~~Plethora~~Bacchus ~~Enterprises~~Investors, LLC**
10.9	Unsecured Promissory Note dated ~~October~~February 209, ~~2015~~2016 from Eos Petro, Inc. payable to ~~Plethora~~Bacchus ~~Enterprises~~Investors, LLC**
10.10	Unsecured Promissory Note dated ~~October~~February 2726, ~~2015~~2016 from Eos Petro, Inc. payable to ~~Plethora~~Bacchus ~~Enterprises~~Investors, LLC**
10.11	Unsecured Promissory Note dated April 6, 2016 from Eos Petro, Inc. payable to Agra Capital Advisors, LLC**
10.12	Common Stock Purchase Warrant dated May 4, 2016 between Eos Petro, Inc. and Martin Oring**
10.13	Letter Agreement with John Linton, effective April 1, 2016, Extending Maturity Date of Unsecured Promissory Note**
31.1	Section 302 Certification of Principal Executive Officer.**
31.2	Section 302 Certification of Principal Financial Officer.**
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.**

33* Previously filed with and incorporated by reference to the Annual Report on Form 10-K, filed March 30, 2016.

10.11	Letter Agreement with Plethora Enterprises, LLC, effective September 15, 2015, Extending Maturity Date of Unsecured Promissory Note*
10.12	Letter Agreement with Clearview Partners II, LLC, effective September 15, 2015, Extending Maturity Date of Unsecured Promissory Note*
10.13	Payoff Agreement with Vicki P. Rollins dated October 23, 2015*
10.14	Unsecured Promissory Note dated November 5, 2015 from Eos Petro, Inc. payable to John Linton*
31.1	Section 302 Certification of Principal Executive Officer.*
31.2	Section 302 Certification of Principal Financial Officer.*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*

** Furnished herewith.

* Furnished herewith.28

SIGNATURES

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

	EOS PETRO, INC. a Nevada corporation
Date: November 16, 2015	By:	/s/ MARTIN B. ORING
Date: May 16, 2016	By:	/s/ MARTIN B. ORING
		Martin B. Oring
		President and Chief Executive Officer
		Chief Executive Officer
Date: November 16, 2015	By:	/s/ NIKOLAS KONSTANT
Date: May 16, 2016	By:	/s/ NIKOLAS KONSTANT
		Nikolas Konstant
		Chairman of the Board and Chief Financial Officer

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