UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2011~~2012

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

For the transition period from to

Commission File Number: 333-169014

American Energy Development Corp.

(Exact name of registrant as specified in its charter)

Nevada		27-2304001
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1230 Avenue of the Americas, 7th Floor, New York, NY		10020
(Address of principal executive offices)		(Zip Code)
(888) 542-7720
(855) 645-2332
(Registrant's Telephone Number, Including Area Code) 9190 Double Diamond Parkway, Reno, NV 89521 (Registrant’s Former Address)
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
Title of each class registered:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Act:
Title of each class registered:
None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o x Yes o No

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of December 31, ~~2010~~2011, approximately $05,967,035.

As of ~~September~~October 2312, ~~2011~~2012, there were ~~171~~ 101,~~167~~921,~~100~~256 shares of the issuer'’s $.001 par value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.

TABLE OF CONTENTS

	PART I
		Page
Item 1.	Business	3
Item 1A.	Risk Factors	65
Item 1B.	Unresolved Staff Comments	1210
Item 2.	Properties	1210
Item 3.	Legal Proceedings	1214
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosure	1214
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1214
Item 6.	Selected Financial Data	1415
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1617
Item 8.	Financial Statements and Supplementary Data	1617
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3138
Item 9A.	Controls and Procedures	3138
Item 9B.	Other Information	3238
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3239
Item 11.	Executive Compensation	3340
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3541
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3642
Item 14.	Principal Accounting Fees and Services	3642
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	3743

PART I

Forward-Looking Information

This Annual Report of American Energy Development Corp. on Form 10-K contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,"” “objectives,” and similar expressions. These statements reflect management'’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management'’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, ~~guaranty~~guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Item 1. Business.

Our Background and Name Change. American Energy Development Corp. (“AEDC,” “We,” or the “Company”) was incorporated in the State of Nevada on March 10, 2010 as “LJM Energy Corp.” On July 12, 2011, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State to change its name from “LJM Energy Corp.” to “American Energy Development Corp.” (the “Name Change”). The effective date of the Name Change with the Nevada Secretary of State was July 14, 2011. We are also qualified to do business in the State of Michigan.

On July 12, 2011, we filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Nevada Secretary of State to effectuate a thirty for one forward stock split of our common stock (the “Forward Stock Split”). The Certificate of Change increased the number of authorized shares of our common stock from 100,000,000 to 3,000,000,000 and the number of issued and outstanding shares of common stock for shareholders of record as of July 13, 2011, from 5,705,570 shares to 171,167,100 shares. The effective date of the Forward Stock Split with the Nevada Secretary of State was July 14, 2011. ~~The Forward Stock Split took effect in the OTC markets at the open of business on July 15, 2011.~~

We have not undertaken any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of our business. We have not been a party to any bankruptcy, receivership or similar proceeding.

Our Business. We are an exploration stage company focused on exploration, production and development of oil and natural gas in the United States and the United Kingdom. We ~~Our~~currently ~~business~~own ~~plan is~~interests toin ~~acquire~~ certain oil and gas ~~properties for~~drilling ~~exploration,~~areas ~~appraisal~~ and ~~development~~land ~~with~~leases ~~the~~located ~~intent~~in toIngham ~~bring~~County, Michigan, known as the ~~projects~~Dansville Prospect, and seismic data relating to ~~feasibility~~such atareas ~~which~~and ~~time~~ leases. Additionally, we ~~will~~own ~~either~~a ~~contract~~working ~~out~~interest ~~the~~in ~~operations~~Northern orMichigan, ~~joint~~known ~~venture~~as the ~~project~~White-tail ~~with~~Prospect, ~~qualified~~and ~~interested~~we ~~parties.~~have ~~Our~~entered ~~main~~into ~~priority~~a ~~will~~letter beof ~~given~~intent to ~~projects~~acquire ~~with~~a ~~near~~working ~~term~~interest ~~cash~~in ~~flow~~Southern ~~potential~~Michigan, ~~although~~known ~~consideration~~as ~~will~~the beOsprey ~~given~~Prospect. In the United Kingdom, through our subsidiaries, we own a license to ~~projects~~search, ~~that~~bore ~~may~~and ~~not~~obtain bepetroleum asin ~~advanced~~an ~~from~~onshore exploration prospect located in the Weald Basin in Windsor, United Kingdom. We also own a ~~technical~~working ~~standpoint~~interest ~~but~~in ~~demonstrate~~a three well developmental drilling project in Pottawatomie County, Oklahoma, known as the ~~potential~~Magnolia ~~for~~Prospect. ~~significant~~For ~~upside~~all of our working interests, we depend on operating partners to propose, permit and initiate the drilling of wells.

WeDansville ~~currently~~Prospect. We own a 43.75% working interest in certain oil, ~~gas~~ and ~~mineral~~gas ~~leases~~drilling ~~represented~~areas byand aland ~~leasehold~~leases ~~estate~~located ~~and~~on ~~three~~approximately ~~well~~1,343 ~~developmental~~acres ~~drilling projects~~ in ~~Pottawatomie~~Ingham County, ~~Oklahoma~~Michigan, ~~known~~which ascontains the ~~Magnolia~~Dansville Prospect. WeRange ~~also~~Michigan ~~own~~LLC ~~interests~~(“Range”) is the operator of the Dansville Prospect. The first well in ~~certain~~the ~~oil~~Dansville ~~and~~Prospect, ~~gas~~the Brown 2-12, has completed drilling, ~~areas~~in production and ~~land~~generating ~~leases~~revenues. The ~~located~~second well in ~~Ingham~~the ~~County~~Dansville Prospect, ~~Michigan~~the Cremer 1-1, was drilled in late April 2012 and ~~seismic~~cement ~~data~~plugged ~~relating~~due to ~~such~~high ~~areas~~salt content following geophysical logging for density, porosity and ~~leases~~water saturation. Range is currently evaluating completion and development opportunities for the well, which include sidetracking.

White-tail Prospect. On June 15, 2012, we entered into and closed a lease acquisition agreement with Range pursuant to which we acquired a 43.75% working interest in Range's right to the oil and gas leases covering the White-tail Prospect, which consists of approximately 4,000 acres in Northern Michigan. Range is the operator of the White-tail Prospect. Data from the initial seismic survey on the acreage has identified 5 separate reef prospects. We plan on initiating a new high 3-D resolution seismic survey to clearly define prospective well sites using the latest geological, geophysical, and environmental technology to minimize risk for the subsequent drilling program. As of October 12, 2012, the seismic contractor is preparing to mobilize and commence field work.

Osprey Prospect. On April 17, 2012, we entered into a letter of intent with Range to acquire a 43.75% working interest and a 35% net revenue interest in the Osprey Prospect, which consists of approximately 1,000 acres in Southern Michigan, in exchange for: (i) $30,000 payable in shares of our common stock, (ii) $50,000 payable in cash to reimburse Range for development costs incurred to date and any prior land lease payments for the Osprey Prospect, (iii) our obligation to pay $91,000 in cash within 60 days of the date of the Letter of Intent as a prospect fee upon receipt of the Authority for Expenditure and (iv) our obligation to pay 70% of the total cost of drilling and completion in the Prospect. Range is the operator of the Osprey Prospect. The letter of intent contemplates the closing of the transaction to occur no later than May 30, 2012. As of October 12, 2012, we have not closed the acquisition of the Osprey Prospect and development plans have been deferred.

~~The~~Fairfax ~~Magnolia Prospect~~License. In ~~March~~the ~~2010~~United Kingdom, weour ~~entered into a participation agreement with Mid~~wholly-OKowned ~~Energy Partners~~subsidiary, ~~located~~Reservoir inResources ~~Oklahoma~~Limited, towhich, ~~acquire~~through ~~participation~~its ~~rights granting us a three percent (3%) working interest in Mid~~wholly-OKowned ~~Energy Partners’ working interest in oil~~subsidiary, ~~gas~~Fairfax ~~and~~Shelfco ~~mineral~~307 ~~leases~~Limited ~~represented by a leasehold estate and three well developmental drilling project in Pottawatomie County, Oklahoma~~ (~~the~~ “~~Magnolia~~Fairfax ~~Prospect~~307”), inis ~~exchange for our cash payment of $18,266 and~~ the ~~future~~owner ~~payment~~ of a ~~proportional~~95% share ~~of drilling and completion costs~~ in the ~~project.~~Petroleum AsExploration weand ~~have~~Development ~~already~~Licence ~~paid~~for ~~our~~UK ~~proportional~~Onshore ~~share~~Block ofSU97, ~~drilling~~known ~~and~~as ~~completion~~licence ~~costs~~PEDL236 in (the ~~project~~“Licence”), wewhich ~~will~~grants ~~not be required~~ to ~~pay~~Fairfax ~~any~~307 ~~additional~~an ~~costs.~~exclusive ~~However,~~license ifduring the ~~actual~~term ~~costs~~of ~~exceed~~ the ~~initial~~Licence ~~authority~~to ~~for expenditure~~search, ~~then~~bore wefor ~~will~~and beobtain ~~obligated~~petroleum toin ~~pay~~UK ~~our~~Onshore ~~proportional~~Block ~~share of the additional costs. On September 16~~SU97, ~~2011, we entered into~~ a ~~participation agreement with Crown Energy Company (“Crown Participation Agreement”)~~24,700 ~~pursuant~~acre toonshore ~~which~~exploration weprospect ~~agreed~~located ~~that our working interest~~ in the ~~Magnolia~~Weald ~~Prospect~~Basin ~~would~~in beWindsor, ~~reduced~~United ~~to one and four tenths percent (1~~Kingdom.~~4%)~~ inReservoir ~~exchange~~Resources ~~for~~Limited analso ~~equivalent~~owns ~~reduction~~two-dimensional inseismic ~~our~~data ~~future drilling~~ and ~~completion~~information ~~costs. We~~relating ~~also~~to ~~entered~~certain ~~into~~areas ~~an operating agreement with Crown Energy Company (“Crown Operating Agreement”) which provides that Crown Energy Company is the operator~~ of the ~~Magnolia Prospect~~Licence. ~~As of the date of this Report, two of the wells have been drilled and one of those wells was recently put on production.~~

~~Agreements~~Magnolia ~~with Range Michigan LLC~~Prospect. In ~~June~~March ~~2011~~2010, we entered into ~~and~~a ~~closed~~participation ~~an omnibus~~ agreement with ~~Range~~Mid-OK ~~Michigan~~Energy ~~LLC~~Partners, alocated ~~Wyoming~~in ~~limited~~Oklahoma, ~~liability~~to ~~company~~acquire participation rights granting us a three percent (~~“Range”~~3%), ~~pursuant~~working tointerest ~~which~~in weMid-OK ~~acquired~~Energy ~~interests~~Partners’ inworking ~~certain~~interest in oil, gas and ~~gas~~mineral ~~drilling~~leases ~~areas~~represented by a leasehold estate and ~~land~~three ~~leases~~well ~~located~~developmental drilling project in ~~Ingham~~Pottawatomie County, ~~Michigan~~Oklahoma (the “Magnolia Prospect”), in exchange for our cash payment of $18,266 and ~~seismic~~the ~~data~~future ~~relating~~payment toof ~~such~~a ~~areas~~proportional share of drilling and ~~leases~~completion ~~(“Omnibus~~costs ~~Agreement”)~~in the project. On September 1916, 2011, we entered into a ~~First~~participation ~~Amendment~~agreement to(“Crown ~~Omnibus~~Participation Agreement”) with Crown Energy Company (“~~Omnibus Amendment~~Crown”), pursuant to which ~~the~~we ~~Omnibus~~agreed ~~Agreement~~that ~~was~~our ~~amended~~working tointerest ~~reflect~~in ~~our~~the ~~name~~Magnolia ~~change~~Prospect towould ~~American~~be ~~Energy~~reduced ~~Development~~to ~~Corp.~~one and tofour ~~extend~~tenths ~~the~~percent ~~participation~~(1.4%) ~~date~~in exchange for ~~the~~an ~~wells~~equivalent ~~from~~reduction ~~December~~in ~~31,~~our ~~2011~~future todrilling ~~July~~and 1,completion ~~2012~~costs. We Asalso ~~described~~entered ~~below~~into ~~and~~an inoperating ~~connection~~agreement with ~~the~~Crown ~~Omnibus~~which ~~Agreement,~~provides asthat ~~amended,~~Crown weis ~~entered~~the ~~into~~operator of the ~~Participation~~Magnolia ~~Agreement,~~Prospect. asTwo ~~amended,~~of ~~Assignment~~the wells have been drilled and ~~Bill~~put ofinto ~~Sale~~production. Since June 2012, ~~Seismic~~production ~~Data~~levels ~~Assignment~~have been minimal and ~~Option~~we ~~Agreement,~~generate asonly ~~amended,~~a de minimus amount of revenues from the Magnolia Prospect.

In connection with the Omnibus Agreement, we entered into a participation agreement with Range (the “Participation Agreement”) pursuant to which we will participate in certain wells (“Required Wells”) located in the Dansville Prospect as defined in the Participation Agreement by December 31, 2011. The first Required Well, Brown #2-12, will be spudded on or before September 30, 2011 and each of the remaining two of the Required Wells to be spudded prior to December 31, 2011. We paid $185,000 on July 1, 2011, 15 business days following the execution of the Participation Agreement and we are obligated to pay $185,000 within 10 business days following delivery of the Authorization for Expenditure (“AFE”) by Range. We will also pay approximately 70% of the drilling costs and prospect fees associated with each of the Required Wells. Upon spudding of the First Required Well, we will pay 50% of our 70% share of drilling costs for the Second Required Well. Upon spudding of the Second Required Well, we will pay 50% of our 70% share of drilling costs for the Third Required Well. Within 10 business days following delivery of the AFE for the Second or Third Required Well, we will pay the remaining percentage of drilling costs and prospect fee for such well, in accordance with the Participation Agreement. Within three days of Range’s receipt of the full payment for each Required Well, Range will assign to us 43.75% of Range’s interest in such Required Well. Upon final reconciliation of drilling, completion and equipment costs for the Required Wells, Range will assign to us a 43.75% interest in the oil and gas leases owned by Range located in Ingham County, Michigan. The Required Wells and all other wells subject to the Participation Agreement will be operated by Range pursuant to a joint operating agreement. The term of the Participation Agreement will be two years from the effective date of the Agreement and continuing from year-to-year until cancelled by either party.

In connection with the Omnibus Agreement, we entered into an assignment and bill of sale with Range (the “Assignment Agreement”) pursuant to which Range granted us an undivided 43.75% interest in and to certain oil and gas leases located in Ingham County, Michigan and the oil and gas substances produced from the leases.

In connection with the Omnibus Agreement, we entered into a seismic data assignment and bill of sale with Range (the “Seismic Data Assignment”) pursuant to which Range granted all right, title and interest in and to certain three-dimensional seismic information, surveys, mapping and data in connection with certain properties located in Ingham and Calhoun Counties, Michigan (“Seismic Data”). Range reserves an irrevocable license to assess, view, copy, publish, create derivative works, analyze, map or otherwise use the Seismic Data for Range’s own use or benefit and in the event we sell or transfer the Seismic Data, Range will ensure the transferee is aware of Range’s irrevocable license to the Seismic Data.

In connection with the Omnibus Agreement, we entered into an option agreement with Range (the “Option Agreement”) pursuant to which Range granted to us a two-year option to acquire up to 50% of Range’s then-existing working interest in any well developed on any of the three prospects owned by Range located in Trenton Township, Washtenaw County, Trenton Township, Jackson County, and Kinneville Township, Ingham County, Michigan (“Option Prospects”) in exchange for an option fee of $100,000 originally payable in three installments which was amended on September 19, 2001 as described below. In the event we exercise the option, we will then pay Range $150,000 for each Option Prospect. No less than 30 days prior to a planned spudding of a well by Range within an Option Prospect, Range will provide us with a proposal regarding development of the well, to which we must exercise the Option for the Option Prospect and provide notice of our participation within 10 days of the proposal. We will provide payment of 80% of Range’s proportionate share of the Authorization for Expenditure amount, additional development costs, and operating costs in exchange for 50% of Range’s working interest in such well. On September 19, 2011, we entered into a First Amendment to Option Agreement (“Option Amendment”), pursuant to which the Option Agreement was amended to, among other things, reflect our name change to American Energy Development Corp. and provide that, in the event the Brown #2-12 Well is a producing well, Range will withhold the first $100,000 of our share of production proceeds for payment of the option fee and if our share of the proceeds from the Brown #2-12 Well are insufficient to pay the entire amount of the option fee on or before February 1, 2012, then we shall pay Range the remaining balance of the option fee on or before February 5, 2012. In the event that Brown #2-12 Well is not capable of production, the option fee shall be due on January 1, 2012.

Business Strategy. Our strategy is to increase shareholder value through strategic acquisitions, appraisal drilling and development. We are focused on the acquisition, appraisal development and exploitation of oil and gas properties. We are also searching for possible joint-ventures and new prospects that fit our strategic focus.

Competition. We compete with other companies for financing and for the acquisition of new oil and gas properties. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of oil and gas properties of merit, on exploration of their properties and on development of their properties. In addition, they may be able to afford more geological and other technical expertise in the targeting and exploration of oil and gas properties. This competition could result in competitors having properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could have an adverse impact on our ability to achieve the financing necessary for us to conduct further exploration of our acquired properties.

We will also compete with other junior oil and gas exploration companies for financing from a limited number of investors that are prepared to make investments in junior oil and gas exploration companies. The presence of competing junior oil and gas exploration companies may have an adverse impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the oil and gas properties under investigation and the price of the investment offered to investors.

Our Website. Our website, is located at www.aed-corp.com, provides a description of our oil and isgas ~~currently~~projects, ~~under~~management, ~~development~~industry and contact information. Our Wewebsite ~~anticipate~~also itincludes ~~will~~an ~~provide~~investor arelation ~~description~~section ofwhich ~~our~~provides ~~projects~~company and ~~management~~industry ~~along~~news, ~~with~~information ~~our~~about ~~contact~~oil ~~information~~and ~~including~~gas markets, and our ~~address,~~corporate ~~telephone~~filings ~~number~~with the Securities and ~~e-mail~~Exchange ~~address~~Commission (“SEC”).

Intellectual Property. We do not presently own any copyrights, patents or trademarks, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.

We own the Internet domain names www.aed-corp.com and www.ljmenergy.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.

5Governmental Regulation. Our acquisitions of oil and gas properties are subject to various international, federal, state and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state and local laws and regulations relating primarily to the protection of human health and the environment. To date, we have incurred no cost related to complying with these laws, for remediation of existing environmental contamination and for plugging and reclamation of our oil and gas exploration property. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

~~Governmental Regulation~~Employees. ~~Our~~As ~~acquisitions~~ of October ~~oil and gas properties are subject to various federal~~12, ~~state and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations~~2012, ~~drilling~~we ~~and~~have ~~abandonment bonds~~two employees, ~~reports~~both ~~concerning operations, the spacing~~ of ~~wells,~~which ~~pooling~~are ~~of properties and taxation. From~~ full-time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. ~~The~~None ~~production, handling, storage, transportation and disposal~~ of ~~oil~~our ~~and~~employees ~~gas,~~are represented by~~-products~~ ~~thereof,~~a ~~and~~labor ~~other~~union ~~substances and materials produced~~ or ~~used~~covered inby ~~connection~~a ~~with~~collective ~~oil~~bargaining ~~and gas operations are also subject to regulation under federal~~agreement, ~~state~~ and ~~local laws and regulations relating primarily to the protection of human health and the environment. To date,~~ we ~~have~~believe ~~incurred no cost related to complying with these laws, for remediation of existing environmental contamination and for plugging and reclamation of~~ our ~~oil~~employee ~~and~~relations ~~gas exploration property. The requirements imposed by such laws and regulations~~ are ~~frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations~~good.

Employees. As of September 23, 2011, we have two employees, both of which are full-time. None of our employees are represented by a labor union or covered by a collective bargaining agreement, and we believe our employee relations are good.4

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. If any of the following risks actually occurs, our business, financial condition, and/or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should only purchase our securities if you can afford to suffer the loss of your entire investment.

Risks Related to our Business:

We have a limited operating history upon which an evaluation of our prospects can be made.

We were incorporated in March 2010. Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues.

We have nolimited revenues to sustain our operations.

We are currently developing our business and have generated no revenues of only $89,011 to date. We are not able to predict whether we will be able to develop our business and generate significant revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable operations, then our business will fail.

We have do not currently have sufficient financial resources to pay our proportional share of ~~costs of~~ drilling ~~of the Required Wells located in the Dansville Prospect and any additional~~ costs ~~that~~ ~~may be incurred~~ for ~~the~~ ~~completion of~~ the ~~test~~Dansville ~~well of the Magnolia~~ Prospect.

We have do not currently have sufficient financial resources to pay our proportional share of ~~costs of~~ drilling ofcosts for the ~~Required~~Dansville ~~Wells~~Prospect ~~located~~and in the ~~Dansville~~White-tail Prospect. In addition, if the actual costs for completion of the test well exceed the initial authority for expenditure, then we will be obligated to pay our proportional share of any additional costs. We do not currently have sufficient funds to pay our proportional share of those costs. Our failure to pay our proportional share of those costs will impair our ability to maintain our current working interest in the Dansville Prospect and the ~~Magnolia~~White-tail Prospect. We hope to raise additional capital to pay those costs, although we cannot ~~guaranty~~guarantee that we ~~they~~ will do so.

We have a history of net losses which will continue and which may negatively impact our ability to achieve our business objectives.

For the period from inception (March 10, 2010) to June 30, ~~2011~~2012, we had nolimited ~~revenue~~revenues and a net loss of $~~136~~1,~~527~~755,461. We cannot ~~guaranty~~guarantee that we will be able to generate ~~any~~more significant revenues or that our future operations will result in net income. We may not ever be able to operate profitability on a quarterly or annual basis in the future. Our failure to generate and increase our revenues will harm our business. If the amount of time it takes for us generate revenues is longer than we anticipate or our operating expenses exceed our expectations, our operating results will suffer.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

In their report dated September 624, ~~2011~~2012, our current independent registered public accounting firm stated that our financial statements for the year ended June 30, ~~2011~~2012, were prepared assuming that we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our ability to obtain sufficient working capital to fund future operations. If we are unable to raise additional capital, our efforts to continue as a going concern may not prove successful.

We will need additional financing to execute our business plan.

WeThe ~~do not have any~~ revenues from our current operations. ~~We will~~are ~~need~~not ~~substantial~~sufficient ~~additional funds~~ to ~~effectuate~~support our ~~business~~operating ~~plan~~costs and ~~fund~~anticipated ~~future~~ drilling programs. We ~~will~~ ~~seek additional funds through public or private equity or debt financing, joint ventures and/or from other sources. There are no assurances that future funding~~ will beneed ~~available~~substantial ~~on favorable terms or at all. If~~ additional ~~funding~~funds ~~is not obtained, we may need~~ to reduce, defer or cancel drilling programs, planned initiatives, or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.:

● effectuate our business plan;

● fund the acquisition, exploration, development and production of oil and natural gas in the future;

● fund future drilling programs; and

● hire and retain key employees.

We may seek additional funds through public or private equity or debt financing, via strategic transactions, and/or from other sources. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel drilling programs, planned initiatives, or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.

Additional capital may be costly or difficult to obtain.

Additional capital, whether through the offering of equity or debt securities, may not be available on reasonable terms or at all, especially in light of the recent downturn in the economy and dislocations in the credit and capital markets. If we are unable to obtain required additional capital, we may have to curtail our plans or cut back on existing business and, further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business. We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Because we are small and have limited access to additional capital, we may have to limit our exploration and development activity, which may result in a loss of investment.

We have a small asset base and limited access to additional capital. Accordingly, we must limit our exploration and development activity. As such, we may not be able to complete an exploration and development program that is as thorough as our management would like. In that event, existing reserves may go undiscovered. Without finding additional reserves, we cannot generate more significant revenues and investors may lose their investment.

Oil exploration and development activities are subject to many risks which may affect our ability to obtain any level of commercial success.

Oil exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may negatively affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. Production delays and declines from normal field operating conditions cannot be eliminated and can be expected to negatively affect revenue and cash flow levels to varying degrees.

Our commercial success depends on our ability to find, acquire, develop and commercially produce oil and natural gas reserves.

WeWithout dothe ~~not~~continual ~~have~~addition of new reserves, any ~~oil~~existing orreserves ~~natural~~and ~~gas~~the production therefrom will decline over time as such existing reserves are depleted. A ~~Our~~future ~~ability~~increase toin ~~establish~~our reserves will depend not only on our ability to explore and develop any properties we may acquire, but also on our ability to select and acquire suitable producing properties or prospects. We cannot ~~guaranty~~guarantee that we will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, we may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations economically disadvantageous. In addition, because we have limited capital, we may not be able to complete an exploration program as thorough as our management would like. We cannot ~~guaranty~~guarantee that commercial quantities of oil will be discovered or acquired by us.

Our operations rely extensively on third-parties who, if not successful, could have a material adverse affect on our results of operation.

We have only participated in wells operated by third-parties. Our current ability to develop and grow our operations depends on the success of our consultants and drilling partners. As a result, we do not control the timing or success of the development, exploitation, production and exploration activities relating to our leasehold interests. If our consultants and drilling partners are not successful in such activities relating to our leasehold interests, or are unable or unwilling to perform, our financial condition and results of operation would be materially adversely affected.

Our oil and gas operations are subject to operating hazards that may increase our operating costs to prevent such hazards, or may materially affect our operating results if any of such hazards were to occur.

Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, unplanned gas releases and spills, each of which could result in substantial damage to our wells, production facilities, other property and the environment or in personal injury. Oil and gas production operations are also subject to all the risks typically associated with such operations, including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into hydrocarbon producing formations. Losses resulting from the occurrence of any of these risks could negatively affect our results of operations, liquidity and financial condition.

To date, we have generated limited revenues from production of our oil lease interests. In addition, we will not have earnings to support our activities should the wells drilled or properties acquired prove not to be commercially viable. We cannot guarantee that commercial quantities of oil and gas will be successfully produced as a result of our exploration and development efforts. Further there is no guarantee that we will generate sufficient revenues from current production.

Our exploration and development activities will depend in part on the evaluation of data obtained through geophysical testing and geological analysis, as well as test drilling activity.

The results of geophysical testing and geological analysis are subjective, and we cannot guarantee that the exploration and development activities we conduct based on positive analysis will produce oil or gas in commercial quantities or costs. As we perform developmental and exploratory activities, further data required for evaluation of our oil and gas interests will become available. The exploration and development activities that will be undertaken by us are subject to greater risks than those associated with the acquisition and ownership of producing properties. The drilling of development wells, although generally consisting of drilling to reservoirs believed to be productive, may result in dry holes or a failure to produce oil or gas in commercial quantities. Moreover, any drilling of exploratory wells is subject to significant risk of dry holes.

We depend on the services of third parties for material aspects of our operations, including drilling operators, and accordingly if we cannot obtain certain third party services, we may not be able to operate.

We rely on third parties to operate the assets in which we possess an interest. Assuming the presence of commercial quantities of oil on our property, the success of the oil operations, whether considered on the basis of drilling operations or production operations, will depend largely on whether the operator of the property properly ~~fulfils~~fulfills our obligations. As a result, our ability to exercise influence over the operation of these assets or their associated costs is extremely limited. Our performance will therefore depend upon a number of factors that may be outside of our control, including the timing and amount of capital expenditures, the operator’s expertise and financial resources, the approval of other participants, the selection of technology, and risk management practices. The failure of third party operators and their contractors to perform their services in a proper manner will negatively affect our operations.

Our lack of diversification will increase the risk of an investment in us, and our financial condition and results of operations may deteriorate if we fail to diversify.

Our current business focus is on the oil and gas industry in ~~one property in~~ Oklahoma, Michigan, and ~~one~~the ~~working~~United ~~interest in property in Michigan~~Kingdom. Larger companies have the ability to manage their risk by diversification. However, we currently lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate, than we would if our business were more diversified, enhancing our risk profile.

WeIf ~~face~~we ~~strong~~are ~~competition~~unable ~~from~~to ~~other~~successfully compete with the large number of oil and natural gas ~~companies~~producers in our industry, we may not be able to achieve profitable operations.

Oil ~~exploration~~ and ~~development~~natural gas exploration is intensely competitive in all its phases and involves a high degree of risk. We compete with numerous other participants in the search for and the acquisition of oil and natural gas properties and in the marketing of oil and natural gas. Our competitors include ~~oil~~energy companies that have substantially greater financial resources, staff and facilities than us. Our ability to ~~increase~~establish additional reserves in the future will depend not only on our ability to ~~work~~explore ~~with~~and ~~partners~~develop our existing properties, but also on our ability to select and acquire suitable producing properties or prospects for exploratory drilling. Competitive factors in the distribution and marketing of oil and natural gas include price and methods and reliability of delivery. Competition may also be presented by alternate fuel sources.

We are highly dependent on our strategic relationships, which are subject to change.

Our ability to successfully acquire additional properties, to increase our reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements will depend on developing and maintaining close working relationships with industry participants and our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment. Our inability to maintain close working relationships with industry participants or continue to acquire suitable property may impair our ability to execute our business plan.

To develop our business, we need to continue to foster the business relationships of our management to enter into strategic relationships, which may take the form of joint ventures with other private parties and contractual arrangements with other crude oil and natural gas companies. We may not be able to establish these strategic relationships, or if established, we may not be able to maintain them. In addition, our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain our relationships. If sufficient strategic relationships are not established and maintained, our business prospects, financial condition and results of operations may be materially adversely affected.

Our property is held in the form of leases and working interests in operating agreements and leases. If the specific requirements of such leases and working interests are not met, the instrument may terminate or expire.

Our property is held under interests in oil and gas leases and working interests in operating agreements and leases. If we fail to meet the specific requirements of each lease or working interest, especially future drilling and production requirements, the lease may be terminated or otherwise expire. We cannot be assured that we will be able to meet our obligations under each lease and working interest. The termination or expiration of our working interest relating to any lease would harm our business, financial condition and results of operations.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business and future prospects.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot ~~guaranty~~guarantee that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and ~~future~~financial ~~prospects~~condition.

Our officers and directors are engaged in other activities that could conflict with our interests. Therefore, our officers and directors may not devote sufficient time to our affairs, which may affect our ability to conduct business activities and generate revenues.

Our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. As a result, conflicts of interest between us and the other activities of those entities may occur from time to time, in that our officers and directors shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which they may be or become involved and our affairs.

We depend on the efforts and abilities of our officers and directors.

We have two full time employees, Herold Ribsskog and Joel Felix. Outside demands on their time may prevent them from devoting sufficient time to our operations. In addition, the demands on their time will increase because of our status as a public company. Mr. Ribsskog and Mr. Felix have very limited experience managing a public company, which may impact our ability to meet our financial and business objectives as potential investors may not want to invest in a company whose management has limited public company experience. The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained. We ~~do not currently have any executive compensation agreements. We~~ cannot ~~guaranty~~guarantee that our management will remain with us.

Seasonal weather conditions and other factors could adversely affect our ability to conduct drilling activities.

Our operations could be adversely affected by seasonal weather conditions and wildlife restrictions on federal leases. In some areas, certain drilling and other oil and gas activities can only be conducted during limited times of the year, typically during the summer months. This would limit our ability to operate in these areas and could intensify competition during those times for drilling rigs, oil field equipment, services, supplies and qualified personnel, which may lead to periodic shortages. These constraints and the resulting shortages or high costs could delay our operations and materially increase our operating and capital costs, which could have a material adverse effect upon us and our results of operations.

~~The costs to meet our reporting requirements as a public company subject to the Exchange Act of ’34 will be substantial and may result in us having insufficient funds to operate our business.~~7

We ~~will~~are ~~incur~~subject ~~ongoing~~to ~~expenses~~various ~~associated~~regulatory ~~with~~requirements, ~~professional~~including ~~fees~~environmental ~~for~~regulations, ~~accounting~~ and ~~legal~~may ~~expenses~~incur ~~associated~~substantial ~~with being a public company. We estimate that these~~ costs ~~will range up~~ to ~~$25,000~~comply ~~per year for the next few years. Those fees will be higher if our business volume~~ and ~~activity~~remain ~~increases. Those~~in ~~obligations~~compliance ~~will~~with ~~reduce~~those ~~and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations~~requirements.

9Our operations in the United States are subject to regulation at the federal, state and local levels, including regulation relating to matters such as the exploration for and the development, production, marketing, pricing, transmission and storage of oil and gas, as well as environmental and safety matters. Failure to comply with applicable regulations could result in fines or penalties being owed to third parties or governmental entities, the payment of which could negatively impact our financial condition or results of operations. Our operations are subject to significant laws and regulations, which may negatively affect our ability to conduct business or increase our costs. Extensive federal, state and local laws and regulations relating to health and environmental quality in the United States affect nearly all of our operations. These laws and regulations set various standards regulating various aspects of health and environmental quality, provide for penalties and other liabilities for the violation of these standards, and in some circumstances, establish obligations to remediate current and former facilities and off-site locations.

Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of the applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely impact our financial condition, results of operations or prospects. We could incur significant liability for damages, clean-up costs and/or penalties in the event of discharges into the environment, environmental damage caused by us or previous owners of our property or non-compliance with environmental laws or regulations. In addition to actions brought by governmental agencies, we could face actions brought by private parties or citizens groups.

Moreover, we cannot predict what legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered, enforced or made more stringent. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of the regulatory agencies, could require us to make material expenditures for the installation and operation of systems and equipment for remedial measures, all of which could have a material adverse effect on our financial condition or results of operations.

The market for oil and natural gas is subject to a number of factors that are beyond our control, and may adversely impact our ability to generate significant revenues, or to achieve profitability.

The marketability and price of oil and natural gas that may be acquired or discovered by us will be affected by numerous factors beyond our control. Our ability to generate significant revenues may depend upon acquiring space on pipelines that deliver hydrocarbons to commercial markets. We may be affected by deliverability uncertainties related to the proximity of our reserves to pipelines and processing facilities, by operational problems with such pipelines and facilities, and by government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of oil and gas and by many other aspects of the oil and gas business.

Our revenues, profitability and future growth and the carrying value of our oil and gas properties are substantially dependent on prevailing prices of oil and natural gas. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon oil and natural gas prices. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors beyond our control. These factors include economic conditions in the United States, the actions of the Organization of Petroleum Exporting Countries, governmental regulation, political stability in the Middle East and elsewhere, the foreign supply of oil, the price of foreign imports and the availability of alternative fuel sources. Any substantial and extended decline in the price of oil and natural gas would have an adverse effect on our borrowing capacity, revenues, profitability and cash flows from operations.

Volatile commodity prices make it difficult to estimate the value of producing properties for acquisition and often cause disruption in the market for producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

Our reserve estimates are subject to numerous uncertainties and may be inaccurate.

We currently have measurable proved reserves in the state of Michigan. There are numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived therefrom, including many factors beyond our control. In general, estimates of economically recoverable oil and gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability our products, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary from actual results. All such estimates are to some degree speculative, and classifications of reserves are only attempts to define the degree of speculation involved. For those reasons, estimates of the economically recoverable reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers, or by the same engineers at different times, may vary. Our actual production, revenues, taxes and development and operating expenditures with respect to our reserves will vary from estimates thereof and such variations could be material.

Estimates of proved or unproved reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves rather than actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices will result in variations in the estimated reserves and such variations could be material.

The potential profitability of oil and gas properties depends upon factors beyond our control.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance. In addition, a productive well may become uneconomic in the event that water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. These factors cannot be accurately predicted and the combination of these factors may result in us not receiving an adequate return on invested capital.

The costs to meet our reporting requirements as a public company subject to the Exchange Act of ‘34 will be substantial and may result in us having insufficient funds to operate our business.

We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $150,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.

Risks Related to our Common Stock

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.

Our articles of incorporation allow us to issue 5,000,000 shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. Furthermore, Joel Felix, ~~and~~ Herold Ribsskog and Kevin Goldrick together serve as our entire board of directors and, therefore, have the ability to issue preferred stock without shareholder approval, especially in the event the offering is not subscribed sufficiently to constitute a majority of the issue and outstanding shares of common stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Our officer, director and principal shareholder controls our operations and matters requiring shareholder approval.

Joel Felix, our officer, director and principal shareholder, owns approximately 50.8% of our outstanding shares of common stock. As a result, Mr. Felix will have the ability to control or significantly influence all matters requiring approval by our shareholders, including the election and removal of directors. Such control will allow Mr. Felix to control the future course of the company.

Investors should not look to dividends as a source of income.

In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.

~~Because~~Our wecommon ~~may~~stock beis subject to ~~the “~~penny stock” rules, ~~the level of trading activity in our stock may be reduced,~~ which may make it more difficult for ~~investors~~our stockholders to sell their ~~shares~~common stock.

~~We have applied for quotation of our common stock in the automated quotation system such as the Over the Counter Bulletin Board or the Pink OTC Markets.~~ Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the ~~Securities and Exchange Commission~~SEC. Penny stocks, ~~like shares of our common stock,~~ generally are equity securities with a price of less than $5.00, ~~other~~per ~~than securities registered on certain national securities exchanges or quoted on NASDAQ~~share. The penny stock rules require a broker-dealer, prior to a ~~transaction~~purchase inor sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the ~~nature and level of~~ risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, ~~if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and~~ monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, ~~broker-dealers~~the ~~who~~penny ~~sell~~stock ~~these~~rules ~~securities~~generally torequire ~~persons~~that ~~other~~prior ~~than~~to ~~established~~a ~~customers~~transaction ~~and~~in ~~“accredited~~a ~~investors”~~penny ~~must~~stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These ~~Consequently,~~disclosure ~~these~~ requirements may have the effect of reducing the level of trading activity, ~~if any,~~ in the secondary market for a ~~security~~stock that becomes subject to the penny stock rules~~, and investors in our common stock may find it difficult to sell their shares~~.

WeOur ~~lack~~common ashares ~~public~~are ~~market~~thinly-traded, ~~for~~and ~~shares~~in ofthe ~~our~~future, ~~common~~may ~~stock~~continue to be thinly-traded, ~~which~~and you may ~~make~~be itunable ~~difficult~~to ~~for~~sell ~~investors~~at or near ask prices or at all if you need to sell ~~their~~your shares to raise money or otherwise desire to liquidate such shares.

There is currently no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by various factors such as announcements of quarter-to-quarter variations in our results of operations as well as market conditions in our sector. Further, the stock market has experienced extreme volatility that has particularly affected the market prices of stock of many companies and that often has been unrelated or disproportionate to the operating performance of those companies.

If an active public market for our shares develops, it will likely be thinly-traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate such shares.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock may be particularly volatile given our status as a relatively small company and lack of significant revenues that could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

The market for our common shares may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future. The potential volatility in our share price is attributable to a number of factors. First, as noted above, our common shares may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price. Secondly, an investment in us is a speculative or “risky” investment due to our lack of revenues or profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

Our stock price may be volatile, which may result in losses to our stockholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies quoted on the OTCQB and Over-The-Counter Bulletin Board, where our shares of common stock are quoted, generally have been very volatile and have experienced sharp share-price and trading-volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many of the following factors, some of which are beyond our control:

· variations in our operating results; · changes in expectations of our future financial performance, including financial estimates by securities analysts and investors; · changes in operating and stock price performance of other companies in our industry; · additions or departures of key personnel; and · future sales of our common stock.

· changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

· changes in operating and stock price performance of other companies in our industry;

· additions or departures of key personnel; and

· future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. In particular, following initial public offerings, the market prices for stocks of companies often reach levels that bear no established relationship to the operating performance of these companies. These market prices are generally not sustainable and could vary widely. In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated.

11Volatility in our common stock price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Volatility of stock price may restrict sale opportunities.

Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions, estimates and projections by the investment community and public comments by other persons, and many other factors, many of which are beyond our control. We may be unable to achieve analysts’ revenue or earnings forecasts, which may be based on projected volumes and sales of many product types and/or new products, certain of which are more profitable than others. There can be no assurance that we will achieve projected levels of revenues. As a result, our stock price is subject to significant volatility and stockholders may not be able to sell our stock at attractive prices.

We will need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.

Our current cash and cash equivalents and anticipated cash flow from operations are not sufficient to meet our anticipated cash needs for the near future. We will require additional cash resources for investments and acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we will seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Facilities. OnOur ~~September 23, 2011, we established our~~ primary ~~executive~~offices ~~and~~are ~~administrative~~located ~~offices~~ at 1230 Avenue of the Americas, 7th Floor, New York, NY 10020. We also maintain a corporate office at from 9190 Double Diamond Parkway, Reno, NV 89521 although we anticipate we will no longer utilize this space when our lease expires in October 2011. From our inception (March 10, 2010) through June 30, 2011, Joel Felix, our officer and director, ~~also~~ provided approximately 200 square feet of office space at no charge. Our financial statements reflect the fair market value of that space which is approximately $300~~.00~~ per month, or $43,~~800~~600 for the ~~period~~year ~~from~~ended ~~inception (March 10, 2010) through~~ June 30, ~~2011~~2012. We do not have a written lease or sublease agreement with Mr. Felix. Mr. Felix does not expect to be paid or reimbursed for providing office facilities. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

~~The~~Dansville ~~Magnolia~~ Prospect. We own a 143.475% working interest in acertain ~~three~~oil ~~well~~and ~~developmental~~gas drilling ~~project~~areas and land leases located on approximately ~~240~~1,343 acres in ~~Pottawatomie~~Ingham County, ~~Oklahoma~~Michigan, (which contains the ~~“Magnolia~~Dansville Prospect~~”),~~. ~~Crown~~Range ~~Energy Company~~ is the operator of the ~~Magnolia~~Dansville Prospect. AsThe offirst ~~September~~well 26in the Dansville Prospect, ~~2011~~the Brown 2-12, ~~two~~has ofcompleted drilling, in production and yielding cash flaw. The second well in the ~~wells~~Dansville ~~have~~Prospect, ~~been~~the ~~drilled~~Cremer 1-1, was cement plugged due to high salt content following geophysical logging for density, porosity and ~~one~~water ofsaturation ~~those~~and ~~wells~~Range ~~was~~is ~~recently~~currently ~~put~~evaluating oncompletion ~~production~~and development opportunities for the well, which include sidetracking.

~~The~~White-tail ~~Dansville~~ Prospect. We own a 43.75% working interest in ~~certain~~the ~~oil~~White-tail ~~and~~Prospect ~~gas~~covering ~~drilling~~approximately ~~areas~~4,000 ~~and~~acres ~~land~~located ~~leases~~in ~~located~~Northern onMichigan. Range ~~approximately~~is ~~1,298~~the ~~acres~~operator inof ~~Ingham~~the ~~County,~~White-tail ~~Michigan,~~Prospect. Data ~~which~~from ~~contains~~the initial seismic survey on the ~~Dansville~~acreage ~~Prospect~~has identified 5 separate reef prospects. AsWe ofplan ~~September~~on ~~26,~~initiating ~~2011,~~a ~~preparations~~new ~~for~~high ~~drilling~~3-D onresolution seismic survey to clearly define prospective well sites using the latest ~~first~~geological, ~~well~~geophysical, ~~site~~and ~~have~~environmental ~~been~~technology ~~completed~~to ~~with~~minimize ~~spudding~~risk offor the ~~well~~subsequent ~~scheduled~~drilling program. The seismic contractor is preparing to mobilize and commence field work.

Osprey Prospect. We entered into a letter of intent to acquire a 43.75% working interest in the Osprey Prospect, which consists of approximately 1,000 acres in Southern Michigan. Range is the operator of the Osprey Prospect. The letter of intent contemplates the closing of the transaction to occur no later than May 30, 2012. As of the date of this Report, we have not closed the acquisition of the Osprey Prospect and development plans have been deferred.

Fairfax License. In the United Kingdom, our wholly-owned subsidiary Reservoir Resources Limited, through its wholly-owned subsidiary, Fairfax 307, owns a 95% share in the Licence for UK Onshore Block SU97, which grants to Fairfax 307 an exclusive license during the term of the Licence to search, bore for and obtain petroleum in UK Onshore Block SU97, a 24,700 acre onshore exploration prospect located in the Weald Basin in Windsor, United Kingdom. Reservoir Resources Limited also owns two-dimensional seismic data and information relating to certain areas of the Licence.

Magnolia Prospect. We own a 1.4% working interest in a three well developmental drilling project located on approximately 240 acres in Pottawatomie County, Oklahoma known as the Magnolia Prospect. Crown is the operator of the Magnolia Prospect. Two of the wells have been drilled and put on production. Since June 2012, production levels have been minimal and we generate only a de minimus amount of revenues from the Magnolia Prospect.

Proved Reserves.

The following reserve schedule summarizes the Company's net ownership interests in estimated quantities of proved oil and gas reserves and changes in its proved reserves, all of which are located in Michigan in the continental United States. All reserve estimates for crude oil and natural gas were internally prepared by the Company and estimated by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers. In accordance with SEC guidelines, NSAI's estimates of future net revenues from our properties, and the PV-10 and standardized measure thereof, were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the period July 2011 through June 2012, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and gas properties. Accordingly, we anticipate that these oil and gas reserve estimates will change as future information becomes available.

The technical person at NSAI, G. Lance Binder, is responsible for preparing the reserves estimates presented herein and meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Mr. Binder has been practicing consulting petroleum engineering at NSAI since 1983. Mr. Binder is a Licensed Professional Engineer in the State of Texas (No. 61794) and has over 33 years of experience in the estimation and evaluation of reserves. He graduated from Purdue University in 1978 with a Bachelor of Science Degree in Chemical Engineering.

Herold Ribsskog, our officer and director, acted as the liaison with the technical person at NSAI. Mr. Ribsskog's technical qualifications are described in the section entitled Management in this Annual Report.

Reserve Technologies. Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, NSAI employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, production data, historical price and cost information, and property ownership interests.

Oil and Gas Reserve Information (Unaudited). The following reserve quantities and future net cash flow information for our proved reserves located in the United States have been estimated as of June 30, 2012. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing change as additional information becomes available.

	Crude Oil (Bbls)
PROVED DEVELOPED AND UNDEVELOPED RESERVES:

June 30, 2011		38,003

Revision of previous estimates
Purchase of reserves
Extensions, discoveries, and other additions
Sale of reserves
Production		(1,170	)

June 30, 2012		36,833

	PROVED DEVELOPED RESERVES
	June 30, 2012			21,288

Standardized Measure

The standardized measure of discounted future net cash flows relating to proved oil reserves is as follows:

	Years Ended June 30,
	2012
Future cash inflows	$	3,397,800
Future production costs		(1,656,300	)
Future development costs		-
Future income tax expense		-
Future net cash flows		1,741,500
10% annual discount for estimated timing of cash flows		(630,300	)
Standardized measure of discounted future net cash flow related to proved reserves	$	1,111,200

A summary of the changes in the standardized measure of discounted future new cash flow applicable to proved oil reserves is as follows:

Change in Standardized Measure

	Years Ended June 30,
	2012
Balance, beginning of period	$	1,206,404
Sales of oil, net		-
Net change in prices and production costs		-
Net change in future development costs		-
Extensions and discoveries		-
Revisions of previous quantity estimates		(75,354	)
Previously estimated development costs incurred		-
Net change in income taxes		-
Accretion of discount		-
Purchase of minerals in place		-
Sales of reserves		-
Balance, end of period	$	1,131,050

The standardized measure of discounted future net cash flows as of June 30, 2012 was calculated using the following Average Fiscal-Year prices:

			2012
	Average crude oil price per barrel		$	92.25

The standardized measure of discounted future net cash flows is provided using the 12-month unweighted arithmetic average and were held constant throughout the life of the properties. The oil price used as of June 30, 2012 was $92.17 per barrel ("bbl") of oil and is adjusted for quality, transportation fees, and a regional price differential. Future production costs are based on year-end costs and include severance and ad valorem taxes of approximately 7.5%. Each property that is leased by the Company is also charged with field-level overhead in the reserve calculation. The present value of future cash inflows is based on a 10% discount.

The Company used discounted future net cash flows, which is calculated without deducting estimated future income tax expenses, and the present value thereof as one measure of the value of the Company's current proved reserves and to compare relative values among peer companies without regard to income taxes. While future net revenue and present value are based on prices, costs and discount factors which are consistent from company to company, the standardized measure of discounted future net cash flows is dependent on the unique tax situation of each individual company. As of June 30, 2012, the present value of discounted future net cash flows and the standardized measure of discounted future net cash flows are equal because the effects of estimated future income tax expenses are zero.

Production

During the year ended June 30, 2012, we produced approximately 1,170 bbls of oil on a net basis. Based on the net production for the year ended June 30, 2012, our average sales price per barrel was $92.25 on a net basis.

For the year ended June 30, 2012, we had oil production from our interests the Brown 2-12 well in Michigan.

				Crude Oil (Bbls)
	Production by State:
	Michigan			1,170
	Total Production			1,170

Drilling Activity. During the period from July 1, 2011 through June 30, 2012, we did not participate or conduct any drilling activity in the United Kingdom. We performed one recompletion in Michigan and participated in drilling one well in Michigan.

Delivery Commitments. We are not obligated to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements in Michigan, Oklahoma or the United Kingdom.

Gross and Net Productive Wells.

	July 1, 2011 through June 30, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Michigan	1	0.44	-	-

Total gross and net productive wells	1	0.44	-	-

Gross and Net Developed Acreage.

	July 1, 2011 through June 30, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Michigan	160	42	-	-

Total gross and net developed acreage	160	42	-	-

Gross and Net Undeveloped Acreage.

	July 1, 2011 through June 30, 2012
	Oil		Gas
	Gross	Net	Gross	Net
Michigan	1,183	308	-	-

Total gross and net undeveloped acreage	1,183	308	-	-

Item 3. Legal Proceedings.

We are not currently a party to any legal proceedings.

Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information. Our common ~~stock~~shares isare not listed ~~for~~on ~~quotation~~any stock exchange, but are quoted on the Over-the-Counter Bulletin Board and the OTCQB under the symbol "“AEDC."” The Tofollowing ~~date~~table ~~there~~sets ~~has~~forth, ~~been~~for nothe ~~active~~time ~~trading~~period ~~market~~indicated, the high and nolow ~~trades~~closing ofsales ~~shares~~price of our common stock ~~have~~as ~~occurred~~quoted on the OTCQB.

Holders. The approximate number of stockholders of record at September 23, 2011 was thirty-four. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

	High ($)		Low ($)
Fiscal Year 2012
First Quarter	$	0.85	$	0.80
Second Quarter	$	0.85	$	0.85
Third Quarter	$	1.57	$	0.85
Fourth Quarter	$	1.20	$	0.27

Holders. The approximate number of stockholders of record at October 12, 2012 was twenty eight. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividend Policy. We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.

Stock Split. On July 12, 2011, we filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Nevada Secretary of State to affect a thirty for one forward stock split of our common stock (the “Forward Stock Split”). The Certificate of Change increased the number of authorized shares of our common stock from 100,000,000 to 3,000,000,000 and the number of issued and outstanding shares of common stock for shareholders of record as of July 13, 2011, from 5,705,570 shares to 171,167,100 shares. The effective date of the Forward Stock Split with the Nevada Secretary of State was July 14, 2011. The Forward Stock Split took effect in the OTC markets at the open of business on July 15, 2011.

Securities Authorized For Issuance Under Equity Compensation Plans. AsNone ofduring ~~June~~the ~~30,~~period ~~2011,~~covered weby ~~had~~this ~~no compensation plans under which our equity securities were authorized for issuance~~report.

Recent sales of unregistered securities. ~~The~~There ~~following~~were no sales of unregistered securities by us ~~occurred~~within ~~during~~ the ~~year~~past ~~ended~~three ~~June~~years ~~30,~~that ~~2011~~were not previously reported.

InPurchases June 2011, we entered into and closed an omnibus agreement with Range Michigan LLC, a Wyoming limited liability company (“Range”), pursuant to which we acquired interests in certain oil and gas drilling areas and land leases located in Ingham County, Michigan and seismic data relating to such areas and leases for the total purchase price of ~~400,000~~Equity ~~shares of our common stock, which became 12,000,000 shares of common stock on a post Forward Stock Split basis~~Securities. ~~The~~ ~~shares~~None ~~were~~during ~~issued to Range in a transaction which we believe satisfies~~ the ~~requirements~~period ofcovered ~~that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified~~ by ~~the~~this ~~provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the SEC~~report.

Purchases of Equity Securities. None.

Use of Proceeds of Registered Securities. Our initial public offering of common stock was made pursuant to a registration statement on Form S-1 (File No. 333-169014), which the SEC declared effective on January 19, 2011. In the offering, we sold 2,305,570 shares our common stock at a price of $0.10 per share. As a result of the offering, we received proceeds of $230,557. In July 2011, we used approximately $185,000 of the net offering proceeds to pay Range pursuant to our Participation Agreement. We anticipate that we will use the remaining net proceeds from our initial public offering for working capital and general corporate purposes.

Penny Stock Regulation. Shares of our common stock will probably be subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

· a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; · a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws; · a brief, clear, narrative description of a dealer market, including "“bid"” and "“ask” prices for penny stocks and the significance of the spread between the "“bid"” and "“ask"” price; · a toll-free telephone number for inquiries on disciplinary actions; · definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and · such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

1314

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·	the bid and offer quotations for the penny stock;
·	the compensation of the broker-dealer and its salesperson in the transaction;
·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Purchases of Equity Securities. None during the period covered by this report.

Item 6. Selected Financial Data.

Not applicable.

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

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The ~~preparation~~following ofdiscussion ~~these~~relates ~~financial statements requires management~~ to ~~make~~a ~~estimates~~discussion ~~and assumptions that affect the reported amounts~~ of ~~assets and liabilities at~~ the ~~date of the~~ financial ~~statements~~condition and ~~the~~results ~~reported~~of ~~amounts~~operations of ~~revenues~~American ~~and~~Energy ~~expenses~~Development ~~during the reporting period~~Corp. ~~On an on-going basis~~, ~~management~~a ~~evaluates~~Nevada ~~its~~corporation ~~estimates~~(the ~~and~~“Company”) ~~judgments,~~herein ~~including~~used ~~those~~in ~~related~~this ~~to revenue recognition~~report, ~~accrued~~unless ~~expenses,~~otherwise ~~financing operations~~indicated, ~~and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable~~ under the ~~circumstances~~terms “Registrant,” ~~the~~“AED,” results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition“we,” ~~our~~“us” ~~accounting policies are described at relevant sections in this discussion~~ and ~~analysis~~similar ~~and in the notes to the financial statements included in this Annual Report on Form 10-K for the year ended June 30, 2011~~terms.

~~Overview.~~Forward ~~American~~Looking Energy Development Corp. (“AEDC,” “We,” or the “Company”), formerly LJM Energy Corp., was incorporated in the State of Nevada on March 10, 2010. On July 12, 2011, we filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from “LJM Energy Corp.” to “American Energy Development Corp.” (the “Name Change”). The effective date of the Name Change with the Nevada Secretary of State was July 14, 2011. We are an exploration stage company focused on exploration, production and development of oil and natural gas. We currently own a working interest in oil, gas and mineral leases represented by a leasehold estate and three well developmental drilling project in Pottawatomie County, Oklahoma, known as the Magnolia Prospect. We also own interests in certain oil and gas drilling areas and land leases located in Ingham County, Michigan and seismic data relating to such areas and leases.Statements

~~The~~This following ~~discussion~~information specifies certain forward-looking statements of ~~our~~management ~~financial~~of ~~condition~~the ~~and~~company. ~~results~~Forward-looking statements are statements that estimate the happening of ~~operations~~future ~~should~~events beare ~~read~~not inbased ~~conjunction~~on ~~with~~historical ~~our~~fact. ~~financial~~Forward-looking statements ~~for~~may be identified by the ~~year~~use ~~ended~~of ~~June~~forward-looking 30terminology, ~~2011~~such as “may”, ~~together~~“shall”, ~~with~~“could”, ~~notes~~“expect”, ~~thereto~~“estimate”, as“anticipate”, ~~included~~“predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in ~~this~~the ~~Annual~~following ~~Report~~information have been compiled by our management on ~~Form~~the 10basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-Klooking statements.

14The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:

~~For~~· ~~the~~risks ~~year~~associated ~~ended~~with ~~June~~drilling ~~30,~~and ~~2011,~~production asprograms ~~compared~~resulting ~~to the period~~ from ~~March~~geological, 10technical, ~~2010~~drilling, ~~(inception)~~seismic toand ~~June~~other ~~30,~~unforeseen ~~2010~~problems;

~~Results~~· unexpected results of ~~Operations.~~exploration and development drilling and related activities;

~~Revenues.~~· Weavailability ~~had~~of nocapital ~~revenues for the year ended June 30, 2011~~ and nofinancing ~~revenues for the period from March 10, 2010 (inception)~~ to ~~June~~fund ~~30,~~exploration ~~2010. We hope to generate revenues as we continue operations~~ and ~~implement~~development ~~our~~drilling ~~business plan.~~activities;

~~Operating~~· ~~Expenses.~~increases For the year ended June 30, 2011, our total operating expenses were $122,444, as compared to total operating expenses of $10,327 for the period from March 10, 2010 (inception) to June 30, 2010. Our operating expenses for both periods were solely comprised of general and administrative expenses. The increase in ~~total~~ operating expenses between the comparable period is primarily due to legal and professional fees associated with us becoming a public company and our initial registration statement on Form S-1 filed in August 2010 and the related amendments thereto.costs;

~~Net~~· ~~Loss. For~~availability ~~the year ended June 30, 2011, our net loss was $125,444, as compared to our net loss~~ of ~~$11,083~~skilled for the period from March 10, 2010 (inception) to June 30, 2010. The increase in net loss between the comparable periods is primarily due to the costs associated with us becoming a public company. We expect that we will continue to generate net losses for the foreseeable future.personnel;

~~Liquidity~~· ~~and~~unpredictable ~~Capital~~weather ~~Resources.~~conditions; ~~As of June 30, 2011, we have cash of $208,523, which comprises our current assets. We have an investment of $1,288,266 in oil~~ and ~~gas properties, which together with current assets of $208,523 equals our total assets of $1,496,789 as of June 30, 2011.~~

As· ofother ~~June~~factors ~~30,~~listed ~~2011, we had total current liabilities of $309,959, of which $279,959 were represented by accounts payable and accrued expenses and $30,000 were represented by loan~~ from ~~stockholder.~~time ~~This~~to ~~loan~~time ~~from~~in ~~Joel~~the ~~Felix~~Company's isfilings ~~due upon demand together~~ with ~~interest that accrues at~~ the ~~rate~~Securities ~~of 10% per annum. The loan funds from Mr. Felix were used for working capital purposes~~ and toExchange ~~fund the acquisition of the working interest in the Magnolia Prospect~~Commission. ~~We had no other long term liabilities, commitments or contingencies as of June 30, 2011.~~

WeNo ~~filed~~assurance acan ~~Registration~~be ~~Statement~~given on Form S-1 to sell 10,000,000 shares of our common stock at a purchase price of $0.10 per share in a direct public offering. The Registration Statement on Form S-1 became effective on January 19, 2011. As of June 30, 2011, we sold 2,305,570 shares our common stock to unrelated investors for cash of $230,557 pursuant to that ~~Registration~~any ~~Statement. In July 2011, we used approximately $185,000~~ of the ~~net~~assumptions ~~offering~~relating ~~proceeds~~ to ~~pay Range pursuant to our Participation Agreement. The Participation Agreement also requires us to make future payments to Range for our proportional share of drilling and completion costs of~~ the ~~wells~~forward-looking ~~located~~statements specified in the ~~Dansville~~following ~~Prospect~~information inare ~~Michigan. We~~accurate, ~~anticipate~~and ~~that~~ we ~~will~~assume ~~use~~no ~~the~~obligation ~~remaining~~to ~~net~~update ~~proceeds~~any ~~from~~such ~~our~~forward-looking ~~initial public offering for working capital and general corporate purposes~~statements.

OnCritical ~~June~~Accounting ~~14,~~Policy ~~2011,~~and weEstimates. ~~issued~~Our ~~400,000~~Management’s ~~shares~~Discussion and Analysis of ~~our~~Financial ~~common~~Condition ~~stock~~and toResults ~~Range~~of Operations section discusses our financial statements, which ~~became~~have ~~12,000,000~~been ~~shares~~prepared in accordance with accounting principles generally accepted in the United States of ~~common~~America. ~~stock~~The onpreparation aof ~~post~~these ~~Forward~~financial ~~Stock~~statements ~~Split~~requires ~~basis~~management asto ~~contemplated~~make estimates and ~~required~~assumptions bythat affect the ~~Omnibus~~reported ~~Agreement.~~amounts ~~Those~~of ~~shares~~assets ~~were~~and ~~valued~~liabilities at $1the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis,~~085~~ management evaluates its estimates and judgments,~~000~~ including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which ~~was~~form the ~~cost~~basis tofor ~~date~~making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the ~~development~~preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and ~~seismic~~liabilities ~~data~~which ~~for~~are ~~properties~~not ~~located~~readily apparent from other sources. In addition, our accounting policies are described at relevant sections in ~~Ingham~~this discussion and ~~Calhoun~~analysis ~~Counties~~and in the notes to the financial statements included in this Annual Report on Form 10-K for the year ended June 30, ~~Michigan~~2012.

~~During~~Our ~~2012,~~Business. We weare ~~expect~~an toexploration ~~incur~~stage ~~significant~~company ~~accounting~~focused ~~costs~~on exploration, production and development of ~~$50,000~~oil ~~per~~and ~~year~~natural ~~associated~~gas ~~with~~in the ~~audit~~United States and ~~review~~the ofUnited ~~our financial statements~~Kingdom. We ~~expect~~currently ~~that~~own ~~the~~interests ~~legal~~in certain oil and ~~accounting~~gas ~~costs~~drilling ofareas ~~being~~and aland ~~public~~leases ~~company~~located ~~will~~in beIngham ~~approximately~~County, ~~$100~~Michigan,~~000~~ ~~per~~known ~~year~~as the Dansville Prospect, and ~~will~~seismic ~~continue~~data relating to ~~impact~~such ~~our~~areas ~~liquidity~~and leases. ~~Those~~Additionally, ~~fees~~we ~~will~~own bea ~~higher~~working ifinterest ~~our~~in ~~business~~Northern ~~volume~~Michigan, ~~and~~known ~~activity~~as ~~increases.~~the WeWhite-tail ~~may~~Prospect, ~~also~~and ~~incur~~we ~~additional~~have ~~expenses~~entered ~~related~~into toa ~~the~~letter ~~acquisition~~ of ~~additional~~intent ~~oil~~to ~~and~~acquire ~~gas~~a ~~rights.~~working ~~Other~~interest ~~than~~in ~~the~~Southern ~~anticipated~~Michigan, ~~increases~~known inas ~~legal~~the ~~and~~Osprey ~~accounting~~Prospect. In ~~costs~~the ~~due~~United toKingdom, ~~the~~through ~~reporting~~our ~~requirements~~subsidiaries, ofwe ~~being~~own a ~~reporting~~license ~~company~~to search, ~~costs~~bore ~~related~~and toobtain ~~potential~~petroleum ~~acquisitions~~in ofan ~~oil~~onshore ~~and~~exploration ~~gas~~prospect ~~rights~~located ~~and~~in ~~our~~the ~~proportional~~Weald ~~share~~Basin ofin ~~drilling~~Windsor, ~~and~~United ~~completion~~Kingdom. ~~costs~~We ofalso ~~our~~own ~~current~~a ~~projects,~~working ~~including~~interest ~~the~~in ~~wells~~a ~~located~~three inwell ~~the~~developmental ~~Dansville~~drilling ~~Prospect~~project in ~~Michigan~~Pottawatomie County, asOklahoma, ~~discussed~~known ~~above,~~as wethe ~~are~~Magnolia ~~not~~Prospect. ~~aware~~For all of ~~any~~our ~~other~~working ~~known trends~~interests, ~~events~~we ordepend ~~uncertainties~~on operating partners to propose, ~~which~~permit ~~may~~and ~~affect~~initiate ~~our~~the ~~future~~drilling ~~liquidity~~of wells.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended June 30, 2012, together with notes thereto as included in this Annual Report on Form 10-K.

WeFor ~~have~~the ~~cash~~year ofended ~~$208,523 as of~~ June 30, ~~2011. In the opinion of management~~2012, ~~available~~as ~~funds~~compared ~~will not satisfy our working capital requirements~~ to ~~operate at our current level of activity for~~ the ~~next~~year ~~twelve~~ended ~~months. Our~~June forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. In order to expand our operations30, ~~we will need to raise additional capital in addition to the funds raised in our offering.~~2011

WeResults ~~are not currently conducting any research and development activities other than the development~~ of ~~our website, which we expect the total cost to be approximately $5,000~~Operations. We do not anticipate conducting such activities in the near future. We do not currently own any equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Revenues. We had revenues of $89,011 for the year ended June 30, 2012, as compared to no revenues for the year ended June 30, 2011. We anticipate we will begin generating more significant revenues from oil and gas sales from our interest in the Dansville Prospect and hope to generate revenues from the anticipated development of the White-tail Prospect. To increase the size of our operations during the next twelve months, we need to begin generating more significant revenues from the Dansville Prospect and begin development of the White-tail Prospect. Our failure to do so will significantly hinder our ability to increase the size of our operations.

Operating Expenses. For the year ended June 30, 2012, our total operating expenses were $1,695,784, as compared to total operating expenses of $122,444 for the year ended June 30, 2011. Our operating expenses were comprised of general and administrative expenses of $552,103 as well as a charge for impairment of oil and gas property of $1,143,681 based on the independent assessment of the future value of its proved reserves at the Brown 2-12 well on the Dansville Prospect. The increase in general and administrative expenses is primarily related to additional costs related to the increased size of our operations, the expansion of our personnel and costs associated with us being a public company.

We expect that our future monthly operating expenses for fiscal year 2013 will increase from our current expense levels, plus we expect to incur additional direct costs relating to drilling the Dansville Prospect and the White-tail Prospect in Michigan and any new prospects that we acquire. We will continue to incur significant general and administrative expenses as a result of being a public company, but we also hope to generate more significant revenues from oil and gas sales at the Dansville Prospect.

Net Loss. For the year ended June 30, 2012, our net loss was $1,618,934, as compared to our net loss of $125,444 for the year ended June 30, 2011. The larger loss is primarily due to an increase in general and administrative expenses and the impairment of oil and gas property. We expect to begin generating more significant revenues from oil and gas, which we hope will cover our operating costs and reduce our net losses in the future. We cannot guarantee that we will be able to generate additional revenues or, if that we do generate additional revenues, that such revenues will be sufficient to cover our operating costs and reduce our net loss in future periods.

Financial Condition, Liquidity and Capital Resources. As of June 30, 2012, we have cash of $84,452 and accounts receivable of $9,472, which comprises our current assets as of that date. Our total assets of $14,105,600 as of June 30, 2012 consist of our current assets of $93,924, evaluated oil and gas property of $1,102,083 and unevaluated oil and gas property of $12,909,593.

As of June 30, 2012, we had total current liabilities of $211,707 all of which were represented by accounts payable and accrued expenses. We had no other long term liabilities, commitments or contingencies.

On October 3, 2011, we entered into a Securities Purchase Agreement (“Financing Agreement”) with an investor pursuant to which we may, at our sole and exclusive option, issue and sell to the investor, and the investor shall purchase up to $7,800,000 of our common stock and five-year warrants to purchase common stock (the “Warrants”) from time to time over a two year period at a purchase price of the higher of (i) $0.40 per share, and (ii) eighty percent (80%) of the 10-day volume weighted average price (VWAP) of our common stock. We received an initial drawdown of $200,000 on October 3, 2011, and we issued 500,000 shares of common stock at a purchase price of $0.40 per share and Warrants to purchase 500,000 shares of common stock at an exercise price of 120% of the purchase price, or $0.48 per share. The Warrants expire five years from the date of the investment. The second drawdown of $200,000 was delivered on October 12, 2011 and we issued 500,000 shares of our common stock at a purchase price of $0.40 per share and Warrants to purchase 500,000 shares of our common stock at an exercise price of $0.48 per share to the investor in connection with the second drawdown. The third drawdown of $50,000 was delivered on February 3, 2012 and we issued 125,000 shares of our common stock at a purchase price of $0.40 per share and Warrants to purchase 125,000 shares of our common stock at an exercise price of $0.48 per share to the investor in connection with the third drawdown. The fourth drawdown of $1,000,000 was delivered on March 20, 2012 and we issued 1,282,052 shares of our common stock at a purchase price of $0.78 per share and Warrants to purchase 1,282,052 shares of our common stock at an exercise price of $0.94 per share to the investor in connection with the fourth drawdown. The fifth drawdown of $120,000 was delivered on March 30, 2012 and we issued 162,163 shares of our common stock at a purchase price of $0.74 per share and Warrants to purchase 162,163 shares of our common stock at an exercise price of $0.89 per share to the investor in connection with the fifth drawdown.

We used the funds from the initial drawdowns in October 2011 primarily to pay for general and administrative costs as well as well as our proportional share of the drilling and development costs related to the Brown 2-12 well located on the Dansville Prospect. We used $575,971 of the proceeds from the drawdown of $1,000,000 was delivered on March 20, 2012 to make the following payments to Range on March 20, 2012:

·	$324,450 - 70% of the anticipated pre-drilling and drilling costs on Cremer 1-1 Well;

·	$91,000 - Prospect fee for Cremer 1-1 Well;

·	$87,500 - Prospect fee for the White-tail Prospect; and

·	$73,021 - AFE shortfall for the Brown 2-12 Well.

The $324,450 for our share of anticipated pre-drilling and drilling costs on Cremer 1-1 Well and the prospect fee of $91,000 were paid to Range pursuant to the Participation Agreement dated June 14, 2011, as amended on September 19, 2011, between us and Range. The Cremer 1-1 Well is the Second Required Well (as defined in the Participation Agreement) on the Dansville Prospect. We own a 43.75% working interest and 35% net revenue interest in the Cremer 1-1 Well. The Cremer 1-1 well was drilled in late April 2012, and cement plugged due to high salt content following geophysical logging for density, porosity and water saturation. As a result, we wrote down the costs incurred of $415,450 and accordingly has included them as an impairment charge for the year ended June 30, 2012. Range is currently evaluating completion and development opportunities for the well, which include sidetracking.

The Participation Agreement also provides that Range would initially assign to us a 12.5% interest of Range’s net revenue interest in the Brown 2-12 Well after our payment of the first and second AFE payments for the Brown 2-12 Well to Range. Upon spudding of the Cremer 1-1 Well, and our payments for the Cremer 1-1 Well to Range, as described above, Range assigned to us an additional 22.5% interest of Range’s net revenue interest in the Brown 2-12 Well such that, effective as of April 1, 2012, our total net revenue interest in the Brown 2-12 Well is 35% of Range’s net revenue interest in the Brown 2-12 Well.

On October 17, 2011, we entered into a Stock Cancellation Agreement with an investor, pursuant to which the investor agreed to cancel 150,000 shares of our common stock.

On November 23, 2011, we issued 100,000 shares of our common stock to various unrelated investors in exchange for a total of $50,000, or $0.50 per share.

On March 2, 2012, we entered into a financial public relations agreement with a consultant, which provides that, among other things, we shall engage the consultant for an initial term of 6 months and continue on a month-to-month basis thereafter to provide certain financial public relations advisory services to us in exchange for $3,000 per month for the first three months, $5,000 per month for the following three months, and $7,000 per month for each month thereafter. We paid $3,000 per month for the first three months of March, April and May 2012. On September 19, 2012, we agreed to pay for services rendered for the months of June, July and August 2012 with cash compensation of $3,000 per month and equity compensation of 25,000 shares of our common stock.

On March 12, 2012, we issued 12,500,000 shares of our common stock pursuant to a Purchase Agreement with Pepper Canister Nominees Limited to acquire all of the issued and outstanding shares of Reservoir Resources Limited, which, through its wholly-owned subsidiary, owns an oil and gas exploration and development license in the United Kingdom.

On March 22, 2012, we satisfied the monies owed to its stockholder and officer, Joel Felix, for promissory notes dated March 31, 2010 and December 2, 2011 (the “Notes”) for loans of $30,000 and $109,962, respectively, and for an advance of $13,488 on December 23, 2011 (the “Advance”). Mr. Felix waived all accrued interest due pursuant to the Notes and the Advance.

On June 15, 2012, we entered into and closed a lease acquisition agreement with Range pursuant to which we acquired a 43.75% working interest in the White-tail Prospect. In consideration of the purchase of the White-tail Prospect, we paid Range a total purchase price of $487,500, which consisted of (a) $87,500 in cash, which was paid to Range on March 20, 2012 and (b) $200,000 payable in 476,191 shares of our common stock calculated using a $0.42 per share price equal to the volume weighted average price of one share of our common stock for the ten business days ending on the business day prior to the closing date and (ii) our obligation to pay 100% of the Authority for Expenditure (“AFE”) costs for a 3D high resolution seismic survey of the Prospect up to $200,000.

On April 17, 2012, we entered into a letter of intent with Range to acquire a 43.75% working interest and a 35% net revenue interest in the Osprey Prospect, which consists of approximately 1,000 acres in Southern Michigan, in exchange for: (i) $30,000 payable in shares of our common stock, (ii) $50,000 payable in cash to reimburse Range for development costs incurred to date and any prior land lease payments for the Osprey Prospect, (iii) our obligation to pay $91,000 in cash within 60 days of the date of the Letter of Intent as a prospect fee upon receipt of the Authority for Expenditure and (iv) our obligation to pay 70% of the total cost of drilling and completion in the Prospect.

During 2012, we expect that the following will continue to impact our liquidity:

·	significant legal and accounting costs associated with being a public company, which will continue to impact our liquidity. Those professional fees will continue to increase as the size of our operations increase.

·	anticipated increases in overhead and the use of independent contractors for services to be provided to us.

·	future payments to Range of our proportional share of costs associated with the wells located on Dansville Prospect as well as the White-tail Prospect.

·	additional expenses related to the acquisition of additional oil and gas rights.

Other than those items specified above, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

We have cash of $84,452 as of June 30, 2012. In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. We need additional cash to expand our operations, including the development of the Dansville Prospect, the White-tail Prospect and other properties. We cannot guarantee that we will be successful in obtaining sufficient capital to develop any of our properties. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors.

Although we hope to continue to drawdown funds from the Financing Agreement as needed, we cannot guarantee that we will be able to continue to do so. We have been, and intend to continue, working toward identifying and obtaining new sources of financing. We cannot guarantee that we will be successful in obtaining additional financing or that additional funding will be available on favorable terms. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not currently own any equipment. Our management believes that we will require the services of independent contractors to operate at our current level of activity. Further, as our level of operations increases beyond the level that our current staff can provide, we may need to hire additional employees or independent contractors as well as purchase or lease equipment.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by Item 8 are presented in the following order:

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	1718
Balance Sheets	1819
Statements of Operations	1920
Statements of Stockholders’ Equity [Deficit]	2021
Statements of Cash Flows	2122
Notes to Financial Statements	2223

1617

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

American Energy Development Corp.

~~(Formerly,~~We ~~LJM~~have audited the accompanying balance sheets of American Energy Development Corp. (an exploration stage company) as of June 30, 2012 and 2011, and the related statements of operations, stockholder’s equity (deficit) and cash flows for the years then ended and for the period from inception (March 10, 2010) through June 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have audited the accompanying balance sheets of American Energy Development Corp. (formerly, LJM Energy Corp.) (an exploration stage company) as of June 30, 2011 and 2010, and the related statements of operations, stockholder’s equity (deficit) and cash flows for the years then ended and for the period from inception (March 10, 2010) through June 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Energy Development Corp. (~~formerly, LJM Energy Corp.) (~~an exploration stage company) as of June 30, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for the years then ended and for the period from inception (March 10, 2010) through June 30, ~~2011~~2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred an operating loss and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Q Accountancy Corporation

~~/s/~~Irvine, ~~Q Accountancy Corporation~~California

~~Laguna~~September ~~Hills~~24, ~~California~~2012

September 6, 2011

AMERICAN ENERGY DEVELOPMENT CORP.

(Formerly, LJM Energy Corp.)

(A Exploration Stage Company)

BALANCE SHEETS

ASSETS

	June 30,		June 30,
	2011		2010
Current assets
Cash	$	208,523	$	7,983
Total current assets		208,523		7,983
Oil and Gas Property
Unproved		1,288,266		18,266
Total assets	$	1,496,789	$	26,249

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses	$	279,959		$	3,132
Loans from stockholders		30,000			30,000
Total current liabilities		309,959			33,132
Stockholders’ equity (deficit)
Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value; 3,000,000,000 shares authorized, 171,167,100 and 90,000,000 shares issued and outstanding, respectively		171,167			90,000
Additional paid-in capital		1,152,190			(85,800	)
Deficit accumulated during the exploration stage		(136,527	)		(11,083	)
Total stockholders’ equity (deficit)		1,186,830			(6,883	)
Total liabilities and stockholders’ equity (deficit)	$	1,496,789		$	26,249

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

~~AMERICAN~~BALANCE ~~ENERGY DEVELOPMENT CORP.~~SHEETS

(Formerly LJM Energy Corp.)

	June 30, 2012		June 30, 2011

Current assets
Cash	$	84,452	$	208,523
Accounts receivable		9,472		-

Total current assets		93,924		208,523

Oil and gas property
Evaluated, net of accumulated depletion of $9,117 as of June 30, 2012		1,102,083		-
Unevaluated		12,909,593		1,288,266

Total assets	$	14,105,600	$	1,496,789

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses	$	211,707	$	279,959
Loans from stockholders		-		30,000

Total current liabilities		211,707		309,959

Stockholders’ equity (deficit)
Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued and outstanding		-		-
Common stock, $.001 par value; 3,000,000,000 shares authorized, 101,752,506 and 171,167,100 shares issued and outstanding, respectively		101,752		171,167
Additional paid-in capital		15,553,719		1,152,190
Accumulated other comprehensive loss		(6,117)		-
Deficit accumulated during the exploration stage		(1,755,461)		(136,527)

Total stockholders’ equity (deficit)		13,893,893		1,186,830

Total liabilities and stockholders’ equity (deficit)	$	14,105,600	$	1,496,789

(A Exploration Stage Company)

STATEMENTS OF OPERATIONS

				From Inception			From Inception
	For the			(March 10, 2010)			(March 10, 2010)
	Year Ended			Through			Through
	June 30, 2011			June 30, 2010			June 30, 2011
Net revenue	$	-		$	-		$	-
Operating expenses
General and administrative		122,444			10,327			132,771
Total operating expenses		122,444			10,327			132,771
Loss from operations		(122,444	)		(10,327	)		(132,771	)
Interest expense		(3,000	)		(756	)		(3,756	)
Loss before income taxes		(125,444	)		(11,083	)		(136,527	)
Provision for income taxes		-			-			-
Net loss	$	(125,444	)	$	(11,083	)	$	(136,527	)
Net loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average of common shares – basic and diluted		107,952,048			89,196,420

See accompanying notes to financial statements.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

~~AMERICAN~~STATEMENTS ~~ENERGY~~OF ~~DEVELOPMENT CORP.~~OPERATIONS

(Formerly LJM Energy Corp.)

	For the Year Ended June 30, 2012			For the Year Ended June 30, 2011			From Inception (March 10, 2010) Through June 30, 2012

Revenues		89,011			-			89,011

Operating Costs		8,303			-			8,303

Net revenue	$	80,708					$	80,708

Operating expenses
General and administrative		552,103			122,444			684,874
Impairment of oil and gas property		1,143,681			-			1,143,681
Total operating expenses		1,695,784			122,444			1,828,555

Loss from operations		(1,615,076	)		(122,444	)		(1,755,461	)

Interest expense		(3,858	)		(3,000	)		(7,614	)

Loss before income taxes		(1,618,934	)		(125,444	)		(1,755,461	)

Provision for income taxes		-			-			-


Net loss	$	(1,618,934	)	$	(125,444	)		(1,755,461	)

Net loss per common share – basic and diluted	$	0.01		$	(0.00	)

Weighted average of common shares – basic and diluted		113,172,797			107,952,048

(A Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION (MARCH 10, 2010)

THROUGH JUNE 30, 2011

								Deficit
	Common Stock *							Accumulated
	Number of Shares		Amount		Additional Paid-In Capital			During Exploration Stage			Total Stockholders’ Equity (Deficit)
Balance, March 10, 2010		-	$	-	$	-		$	-		$	-
Issuance of common stock for services, March 11, 2010		90,000,000		90,000		(87,000	)		-			3,000
Additional paid-in capital in exchange for facilities provided by related party		-		-		1,200			-			1,200
Balance, June 30, 2010		90,000,000		90,000		(85,800	)		(11,083	)		(6,883	)
Issuance of common stock, March 28, 2011		64,007,100		64,007		149,350			-			213,357
Issuance of common stock for cash, April 12, 2011		2,700,000		2,700		6,300			-			9,000
Issuance of common stock for cash, May 3, 2011		1,110,000		1,110		2,590			-			3,700
Issuance of common stock for cash, May 12, 2011		1,350,000		1,350		3,150			-			4,500
Issuance of common stock for oil and gas properties, June 14, 2011		12,000,000		12,000		1,073,000			-			1,085,000
Additional paid-in capital in exchange for facilities provided by related party		-		-		3,600			-			3,600
Net loss		-		-		-			(125,444	)		(125,444	)
Balance, June 30, 2011		171,167,100	$	171,167	$	1,152,190		$	(136,527	)	$	1,186,830
* - Retroactively restated for 30:1 forward stock split.

See accompanying notes to financial statements.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION (MARCH 10, 2010)

~~AMERICAN~~THROUGH ~~ENERGY~~JUNE ~~DEVELOPMENT~~30, ~~CORP.~~2012

(Formerly LJM Energy Corp.)

	Common Stock						Additional			Accumulated Other			Deficit Accumulated During			Total Stockholders’
	Number of						Paid-In			Comprehensive			Exploration			Equity
	Shares			Amount			Capital			Loss			Stage			(Deficit)

Balance, March 10, 2010		-		$	-		$	-		$	-		$	-		$	-

Issuance of common stock for services		90,000,000			90,000			(87,000	)		-			-			3,000

Additional paid-in capital in exchange for facilities provided by related party		-			-			1,200			-			-			1,200

Balance, June 30, 2010		90,000,000			90,000			(85,800	)		-			(11,083	)		(6,883	)

Issuances of common stock for cash		69,167,100			69,167			161,390			-			-			230,557

Issuance of common stock for oil and gas properties		12,000,000			12,000			1,073,000			-			-			1,085,000

Additional paid-in capital in exchange for facilities provided by related party		-			-			3,600			-			-			3,600

Net loss		-			-			-			-			(125,444	)		(125,444	)

Balance, June 30, 2011		171,167,100		$	171,167		$	1,152,190			-		$	(136,527	)	$	1,186,830

Issuance of common stock for services		90,000			90			810						-			900

Issuances of common stock for cash		2,669,215			2,669			1,617,331			-			-			1,620,000

Surrender of common stock by the stockholder		(85,150,000	)		(85,150	)		85,150			-			-			-

Additional paid-in capital in exchange for facilities provided by related party		-			-			3,600

Forgiveness of debt by former stockholders		-			-			7,614			-			-			7,614

Issuance of common stock for oil and gas properties		12,976,191			12,976			12,687,024			-			-			12,700,000

Foreign currency loss		-			-			-			(6,117	)		-			(6,117	)

Net Loss		-			-			-			-			(1,618,934	)		(1,618,934	)

Balance, June 30, 2012		101,752,506		$	101,752		$	15,553,719			(6,117	)	$	(1,755,461	)	$	13,893,893

(A Exploration Stage Company)

STATEMENTS OF CASH FLOWS

				From Inception			From Inception
	For the			(March 10, 2010)			(March 10, 2010)
	Year Ended			Through			Through
	June 30, 2011			June 30, 2010			June 30, 2011
Cash flows from operating activities
Net loss	$	(125,444	)	$	(11,083	)	$	(136,527	)
Adjustments to reconcile net loss to net cash used in operating activities
Additional paid-in capital in exchange for facilities provided by related party		3,600			1,200			4,800
Common stock issued for services		-			3,000			3,000
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses		91,827			3,132			94,959
Net cash used in operating activities		(30,017	)		(3,751	)		(33,768	)
Cash flows from investing activities
Investment in Magnolia Prospect		-			(18,266	)		(18,266	)
Net cash used by investing activities		-			-			(18,266	)
Cash flows from financing activities
Proceeds from issuance of common stock		230,557			-			230,357
Proceeds from issuance of stockholder loan		-			30,000			30,000
Net cash provided by financing activities		230,557			30,000			260,357
Net increase (decrease) in cash		200,540			7,983			208,523
Cash, beginning of period		7,983			-			-
Cash, end of period	$	208,523		$	7,983		$	208,523
Supplemental disclosure of cash flow information
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-
Non-cash transactions
Common stock for services	$	-		$	3,000		$	3,000
Common stock for oil and gas properties	$	1,085,000		$	-		$	1,085,000

See accompanying notes to financial statements.  

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


	For the Year Ended June 30, 2012			For the Year Ended June 30, 2011			From Inception (March 10, 2010) Through June 30, 2012

Cash flows from operating activities
Net loss	$	(1,618,934	)	$	(125,444	)	$	(1,755,461	)
Adjustments to reconcile net loss to net cash used in operating activities
Additional paid-in capital in exchange for facilities provided by related party		3,600			3,600			8,400
Common stock issued for services		900			-			3,900
Depletion expense		9,117			-			9,117
Impairment of oil and gas properties		1,143,681			-			1,143,681
Changes in operating assets and liabilities
Increase in accounts receivable		(9,472	)		-			(9,472	)
Increase (decrease) in accounts payable and accrued expenses		(68,250	)		91,827			26,909

Net cash used in operating activities		(539,358	)		(30,017	)		(572,926	)

Cash flows from investing activities
Purchase of oil and gas properties		(1,168,596	)		-			(1,186,862	)

Net cash used by investing activities		(1,168,596	)		-			(1,186,862	)

Cash flows from financing activities
Proceeds from issuance of common stock		1,620,000			230,557			1,850,357
Proceeds from issuance of stockholder loan		(30,000	)		-			-

Net cash provided by financing activities		1,590,000			230,557			1,850,357

Effect of exchange rates on cash and cash equivalents		(6,117	)		-			(6,117	)

Net increase (decrease) in cash		(124,071	)		200,540			84,452

Cash, beginning of period		208,523			7,983			-

Cash, end of period	$	84,452		$	208,523		$	78,335


Supplemental disclosure of cash flow information
Income taxes paid	$	-		$	-		$	-

Interest paid	$	-		$	-		$	-

Non-cash transactions
Forgiveness of debt from former shareholder		7,614
Common stock for services	$	3,600		$	-		$	-
Common stock for oil and gas properties	$	12,700,000		$	1,085,000		$	-

See accompanying notes to financial statements.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

American Energy Development Corp. (the "Company") is currently an exploration stage company under the provisions of Accounting Standards Codification (ASC) No. 915, Development Stage Entities, and was incorporated under the laws of the State of Nevada on March 10, 2010. Since inception, the Company has produced almost no revenues and will continue to report as an exploration stage company until significant revenues are produced.

The Company’s principal activity is the exploration and development of oil and gas properties.

On July 12, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from “LJM Energy Corp.” to “American Energy Development Corp.” (the “Name Change”). The effective date of the Name Change with the Nevada Secretary of State is July 14, 2011.

Exploration Stage

The Company is engaged in the acquisition, exploration and development of producing oil and gas properties. As of June 30, ~~2011~~2012, the Company owns ~~a 3% undivided interest in certain oil and gas leases in Pottawatomie County, Oklahoma (the “Magnolia Prospect”). The Company also owns~~ acreage in the State of Michigan which includes a 43.75% working interest in three separate oil and gas leases in Ingham County, Michigan (the “Dansville Prospect”) totaling approximately 1,~~298~~343 acres along with option rights to acquire a 50% working interest in three (3) prospects located in Trenton Township, Washtenaw County, Trenton Township, Jackson County, and Kinneville Township, Ingham County, Michigan (the “Option Prospects”), and seismic data for certain properties located in Ingham and Calhoun Counties, Michigan for further exploration and analysis. The Company also owns a 1.4% working interest in certain oil and gas leases in Pottawatomie County, Oklahoma (the “Magnolia Prospect”).

~~The~~Additionally, the Company’s ~~success~~owns ~~will~~all ~~depend~~of inthe ~~large~~issued ~~part~~and onoutstanding ~~its~~shares ~~ability~~of toReservoir ~~obtain~~Resources ~~and~~Limited, ~~develop~~which ~~oil~~through ~~and~~its ~~gas~~wholly-owned ~~interests~~subsidiary, ~~within~~Fairfax ~~the~~Shelfco ~~United~~307 ~~States.~~Limited ~~There~~(“Fairfax ~~can~~307”), beis nothe ~~assurance~~owner ~~that~~of ~~oil~~a ~~and~~ninety-five ~~gas~~percent ~~properties~~(95%) ~~obtained~~share byin the ~~Company~~Petroleum ~~will~~Exploration ~~contain~~and ~~reserves~~Development orLicence ~~that~~for ~~properties~~UK ~~with~~Onshore ~~reserves~~Block ~~will~~SU97, beknown ~~profitable~~as licence PEDL236 (the “Licence”), which grants to ~~extract.~~Fairfax ~~The~~307 ~~Company~~an ~~will~~exclusive belicense ~~subject~~during the term of the Licence to ~~local~~search, bore for and ~~national~~obtain ~~laws~~petroleum ~~and~~in ~~regulations~~UK ~~which~~Onshore ~~could~~Block ~~impact~~SU97, a 24,700 acre onshore exploration prospect located in the ~~Company’s ability~~Weald Basin in Windsor, United Kingdom. Reservoir Resources also owns two-dimensional seismic data and information relating to ~~execute~~certain ~~its business~~areas ~~plan~~of the Licence.

The Company’s success will depend in large part on its ability to obtain and develop its oil and gas interests. . There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact the Company’s ability to execute its business plan.

As discussed in Note 2, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.

~~Use of Estimates~~23

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported periods. Actual results could materially differ from those estimates.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company is required to estimate the fair value of all financial instruments included on its balance sheet under ASC 825, Financial Instruments. The carrying value of cash, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

Fair Value Measurements

The Company applies ASC 820, Fair Value Measurements, to its financial assets and financial liabilities. At June 30, 2011, the Company had no assets or liabilities measured at fair value on a recurring basis under the hierarchy established by ASC 820.

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.

The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.24

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

~~Property~~1. NATURE ~~and~~OF ~~Equipment~~OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~Property~~Oil and ~~equipment,~~Gas ifProperties any, are stated at cost. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are changed to expense as incurred.(Continued)

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations by recording the fair value of the liability, if any, 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 asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets. The Company depletes the amount added to proved oil and gas property costs using the units-of-production method and the straight-line basis over the life of the assets.

The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability, if any, will be allocated to operating expense using a systematic and rational method. As of June 30, 2012, the Company reviewed plug and abandonment costs of its producing Brown 2-12 well and deemed the amount to be immaterial.

Revenue Recognition

Working interest, royalty and net profit interests are to be recognized as revenue when oil and gas are sold. The Company records the sale of its interests in prospects generally as a reduction to the cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to a cost center. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. All terms of the sale are to be finalized and price readily determinable.

Provision for Income Taxes

The Company accounts for income taxes under ASC No. 740, Accounting for Income Taxes (ASC 740). Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

AMERICAN ENERGY DEVELOPMENT CORP.

(Formerly LJM Energy Corp.)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2011

Comprehensive Income

The Company applies ASC No. 220, Comprehensive Income (ASC 220). ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. From inception (March 10, 2010) through June 30, 2011, the Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.

Value of Stock Issued for Services

The Company periodically issues shares of its common stock in exchange for, or in settlement of, services. The Company’s management values the shares issued in such transactions at either the then market price of the Company’s common stock, ~~as determined by the Board of Directors and~~ after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable.

Basic and Diluted Income (Loss) Per Share

In accordance with ASC No. 260, Earnings Per Share, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2011, the Company did not have any equity or debt instruments outstanding that could be converted into common stock.

Recent Accounting Pronouncements

There are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.

2. GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a net operating loss of ($136,527) from inception (March 10, 2010) through June 30, 2011. The Company is subject to those risks associated with exploration stage companies. The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to support operations. However, there is no assurance that the Company will be able to obtain additional financing. Furthermore, the Company's existence is dependent upon management's ability to develop profitable operations. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.

Management is currently devoting substantially all of its efforts to develop its existing oil and gas properties. The Company also continues to search for additional productive properties. There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

31. ~~INVESTMENTS~~ NATURE INOF ~~OIL~~OPERATIONS AND ~~GAS~~SUMMARY ~~PROPERTIES~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~Magnolia Prospect~~Reclassifications

OnCertain ~~March~~amounts ~~31, 2010, the Company paid $18,266 for a corresponding 3% undivided interest~~ in the Magnolia Prospect, including but not limited to the interests in the oil and gas leases currently held by Mid-OK Energy Partners in an area of mutual interest. The Magnolia Prospect is a three well developmental drilling project in Pottawatomie County, Oklahoma. In addition, the Company maintains its future proportionate share of drilling and completion costs pursuant to its participation agreement with Mid-OK Energy Partners. Subsequent to year end, on September 16, 2011, ~~the~~financial ~~Company~~statements ~~entered~~have ~~into~~been areclassified ~~participation~~for ~~agreement~~comparative ~~whereby~~purposes ~~the Company agreed~~ to ~~reduce~~conform ~~its ownership interest~~ to ~~1.4% in exchange for a proportionate reduction in future additional drilling and completion costs requirements as described in Note 9 and to further focus on~~ the ~~Company’s~~current ~~Dansville~~year ~~Prospect~~presentation.

~~Dansville~~Concentrations ~~Prospect~~of Credit Risk

OnThe ~~June 14, 2011, the~~ Company ~~entered~~collects ~~into~~its ~~and~~receivables ~~closed~~on anits ~~omnibus~~working ~~agreement (“Omnibus Agreement”) with Range Michigan LLC, a Wyoming limited liability company (“Range”), pursuant to which the Company acquired~~ interests in ~~certain~~ oil and gas ~~drilling~~properties ~~areas~~from ~~and land leases located in Ingham County, Michigan and seismic data relating to such areas and leases for~~ the ~~total~~well ~~purchase~~operators. As ~~price of 12~~such,~~000,000~~ ~~shares of~~ the Company’s ~~common~~generally ~~stock~~has ~~valued~~relatively atfew ~~$1,085,000 which was the cost to date of the development and seismic data~~customers. ~~The~~These ~~Omnibus~~receivables ~~Agreement~~are ~~required~~unsecured and the Company toperforms ~~effect~~ongoing acredit ~~30-to-1~~evaluations ~~forward stock split~~ of ~~all shares of Common Stock within 30 days of~~ the ~~effective~~well ~~date~~operators’ offinancial ~~the~~condition ~~Omnibus~~whenever ~~Agreement (“Forward Split”)~~necessary. ~~The~~At ~~forward~~June ~~stock~~30, ~~split occurred on July 14~~2012, ~~2011. In~~ the ~~event~~Company had ~~the~~one ~~Company~~customer that ~~issues~~accounted ~~additional~~for ~~shares~~100% of ~~common~~its ~~stock~~outstanding ~~after~~receivables ~~July~~and 31correspondingly, ~~2011~~its ~~and~~oil ~~during the two years following the Forward Split~~ and ~~the~~gas ~~purchase~~sales. Bad ~~price~~debt ~~per~~expense ~~share for such additional shares~~ is ~~less~~recognized ~~than~~on ~~$0.30 per share, the Company will issue Range additional shares of common stock in~~ an ~~amount~~account-by-account ~~which~~review ~~maintains~~after ~~Range’s~~all ~~ownership~~means ~~percentage~~ of ~~the~~collection ~~Company~~have ~~prior~~been toexhausted ~~the issuance of the additional shares. The Omnibus Agreement further requires the Company~~ and ~~Range~~recovery tois ~~enter~~not ~~into the Participation Agreement, Assignment and Bill of Sale, Seismic Data Assignment and Option Agreement, as described below, concurrently with the Omnibus Agreement~~probable.

~~Participation~~There ~~Agreement~~was no bad debt expense for the year ended June 30, 2012.

InRecent ~~connection~~Accounting with the Omnibus Agreement, the Company entered into a participation agreement with Range (the “Participation Agreement”) pursuant to which the Company will participate in certain wells (“Required Wells”) located in the Dansville Prospect as defined in the Participation Agreement by December 31, 2011. The first Required Well will be spudded on or before September 30, 2011 and each of the remaining two of the Required Wells to be spudded prior to December 31, 2011. The Company will pay approximately 70% of the drilling costs and prospect fees associated with each of the Required Wells, with the First Required Well requiring the Company to pay $185,000 within 15 business days of the execution of the Participation Agreement and $185,000 within 10 business days following delivery of the Authorization for Expenditure (“AFE”) by Range. Upon spudding of the First Required Well, the Company will pay 50% of the Company’s 70% share of drilling costs for the Second Required Well. Upon spudding of the Second Required Well, the Company will pay 50% of the Company’s 70% share of drilling costs for the Third Required Well. Within 10 business days following delivery of the AFE for the Second or Third Required Well, the Company will pay the remaining percentage of drilling costs and prospect fee for such well, in accordance with the Participation Agreement. Within 3 days of Range’s receipt of the full payment for each Required Well, Range will assign to the Company 43.75% of Range’s interest in such Required Well. Upon final reconciliation of drilling, completion and equipment costs for the Required Wells, Range will assign to the Company a 43.75% interest in the oil and gas leases owned by Range located in Ingham County, Michigan. The Required Wells and all other wells subject to the Participation Agreement will be operated by Range pursuant to a joint operating agreement. The term of the Participation Agreement will be two years from the effective date of the Agreement and continuing from year-to-year until cancelled by either party. This brief description of the Participation Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the Participation Agreement in the Company’s Current Report on Form 8-K dated June 14, 2011.Pronouncements

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350) - Testing Goodwill for Impairment (ASU 2011-08), to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for us in fiscal 2013 and earlier adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2011-08 on our consolidated financial statements.

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

~~Assignment~~2. GOING ~~and Bill of Sale~~CONCERN

InAs ~~connection~~shown ~~with~~in the ~~Omnibus~~accompanying ~~Agreement~~financial statements, the Company ~~entered~~has ~~into~~incurred ana ~~assignment~~net ~~and~~operating ~~bill~~loss of ~~sale~~($1,618,934) ~~with~~from ~~Range~~inception (~~the~~March ~~“Assignment~~10, ~~Agreement”~~2010) ~~pursuant~~through June 30, 2012. The Company is subject to ~~which~~those ~~Range~~risks ~~granted~~associated ~~the~~with exploration stage companies. The Company’s anpresent ~~undivided~~revenues 43are insufficient to meet operating expenses.~~75%~~ ~~interest~~Additional indebt and equity financing will be required by the Company to ~~certain~~fund ~~oil~~its development activities and ~~gas~~to ~~leases~~support ~~located~~operations. However, inthere ~~Ingham~~is ~~County~~no assurance that the Company will be able to obtain additional financing. Furthermore, ~~Michigan~~the ~~and~~Company's existence is dependent upon management's ability to develop profitable operations. These factors, among others, raise substantial doubt that the ~~oil~~Company ~~and~~will ~~gas~~be ~~substances~~able ~~produced~~to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the ~~leases~~outcome of these aforementioned uncertainties.

~~Seismic~~Management ~~Data~~is ~~Assignment~~currently ~~and~~devoting ~~Bill~~substantially all of ~~Sale~~its efforts to develop its existing oil and gas properties. The Company also continues to search for additional productive properties. There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In connection with the Omnibus Agreement, the Company entered into a seismic data assignment and bill of sale with Range (the “Seismic Data Assignment”) pursuant to which Range granted all right, title and interest in and to certain three-dimensional seismic information, surveys, mapping and data in connection with certain properties located in Ingham and Calhoun Counties, Michigan (“Seismic Data”)3. ~~Range~~ EMPLOYMENT reserves an irrevocable license to assess, view, copy, publish, create derivative works, analyze, map or otherwise use the Seismic Data for Range’s own use or benefit and in the event the Company sells or transfers the Seismic Data, Range will ensure the transferee is aware of Range’s irrevocable license to the Seismic Data. AGREEMENTS

~~Option~~On December 19, 2011, the board of directors of the Company increased the size of the board of directors from two to three directors and appointed Kevin J. Goldrick as a director. On this date, the Company and Mr. Goldrick entered into a director agreement (“Director Agreement”). The Director Agreement provides that Mr. Goldrick will receive an annual cash compensation of $12,000 and equity compensation of 100,000 shares of common stock with the possibility to purchase stock options subject to certain conditions as specified in the Director Agreement.

In connection with the Omnibus Agreement, the Company entered into an option agreement with Range (the “Option Agreement”) pursuant to which Range granted the Company a two-year option to acquire up to 50% of Range’s then-existing working interest in any well developed on any of the three prospects owned by Range located in Trenton Township, Washtenaw County, Trenton Township, Jackson County, and Kinneville Township, Ingham County, Michigan (“Option Prospects”) in exchange for an option fee of $100,000, originally payable in two installments of $25,000 before July 31, 2011 for the two Option Prospects in Trenton Township and one installment of $50,000 on or before August 31, 2011 for the Option Prospect in Kinneville Township4. In INVESTMENTS ~~the~~IN ~~event~~OIL ~~the~~AND ~~Company~~GAS exercises the option, the Company will pay Range $150,000 for each Option Prospect No less than 30 days prior to a planned spudding of a well by Range within an Option Prospect, Range will provide the Company with a proposal regarding development of the well, to which the Company must exercise the Option for the Option Prospect and provide notice of the Company’s participation within 10 days of the proposal. The Company will provide payment of 80% of Range’s proportionate share of the Authorization for Expenditure amount, additional development costs, and operating costs in exchange for 50% of Range’s working interest in such well. This option agreement was subsequently amended on September 19, 2011 as further described in Note 9.PROPERTIES

~~4. ACCRUED~~Magnolia ~~EXPENSES~~Prospect

~~Accrued~~On ~~Wages~~March 31, 2010, the Company paid $18,266 for a 3% undivided interest in the Magnolia Prospect, including but not limited to the interests in the oil and ~~Compensated~~gas ~~Absences~~leases currently held by Mid-OK Energy Partners in an area of mutual interest.

~~The~~On ~~Company~~September ~~currently~~16, ~~does~~2011, ~~not~~the ~~have~~Company ~~any~~entered ~~employees. The~~into ~~majority~~a ofparticipation ~~development~~agreement ~~costs~~(“Crown ~~and~~Participation ~~services~~Agreement”) ~~have~~with ~~been~~Crown ~~provided~~Energy toCompany (“Crown”), the ~~Company~~current byoperator of the ~~founders~~Magnolia ~~and outside~~Prospect, ~~third-party~~pursuant ~~vendors. As~~to ~~such,~~which ~~there~~the isCompany noagreed ~~accrual~~to ~~for~~reduce ~~wages~~its orworking ~~compensated~~interest ~~absences~~in asthe ofMagnolia ~~June~~Prospect ~~30,~~to ~~2011~~1.4%.

~~5. LOAN~~In ~~FROM~~June ~~STOCKHOLDER~~2012, the Company impaired its original cost of the Magnolia Prospect in the full amount of $18,266 due to minor production levels but it received a de minimus amount of revenue.

The Company has an outstanding note payable with a stockholder in the amount of $30,000. Per the terms of the note, this loan is due upon demand together with interest that accrues at the rate of 10% per annum. The loan funds are to be used for working capital purposes.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

64. ~~COMMON~~ INVESTMENTS ~~STOCK~~IN OIL AND GAS PROPERTIES (Continued)

OnDansville ~~July~~Prospect ~~12,~~– ~~2011, the~~Proved Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Nevada Secretary of State to effect a thirty for one forward stock split of the Company’s common stock (the “Forward Stock Split”). The Certificate of Change increased the number of authorized shares of the Company’s common stock from 100,000,000 to 3,000,000,000 and the number of issued and outstanding shares of common stock for shareholders of record as of July 13, 2011, from 5,705,570 shares to 171,167,100 shares. The Company’s common stock will continue to be $.001 par value. Fractional shares will be rounded upward. The effective date of the Forward Stock Split with the Nevada Secretary of State is July 14, 2011. These financial statements reflect the Forward Stock Split in historical and current numbers and disclosures.Property

On ~~March~~June 1114, ~~2010~~2011, the Company ~~issued~~entered 90into and closed an omnibus agreement (“Omnibus Agreement”) with Range Michigan LLC, a Wyoming limited liability company (“Range”), pursuant to which the Company acquired interests in certain oil and gas drilling areas and land leases located in Ingham County, Michigan and seismic data relating to such areas and leases for the total purchase price of 12,000,000 shares of ~~its~~the Company’s common stock for the cost to ~~its~~date ~~officer~~of ~~for~~the ~~services~~development ~~valued~~and atseismic data which was $ 1,085,000. During the year, the company incurred additional costs of approximately $31,152,000. The ~~which~~Omnibus ~~was~~Agreement ~~considered~~required the Company to effect a ~~reasonable~~30-to-1 ~~estimate~~forward stock split of ~~fair~~all ~~value~~shares of Common Stock within 30 days of the effective date of the Omnibus Agreement (“Forward Split”). The forward stock split occurred on July 14, 2011.

OnAmendment ~~March~~to ~~28,~~Omnibus ~~2011~~Agreement, ~~the~~Participation ~~Company~~Agreement ~~issued~~and ~~64,007,100~~Option ~~shares~~Agreement ofwith ~~its~~Range ~~common~~Michigan ~~stock to unrelated investors at $0.003 per share for a total of $213,357.~~LLC

On ~~April~~September 1219, 2011, the Company ~~issued~~entered 2into a First Amendment to Omnibus Agreement (“Omnibus Amendment”) with Range Michigan LLC,~~700~~ a Wyoming limited liability company (“Range”),~~000~~ ~~shares~~pursuant ofto ~~its~~which ~~common~~the ~~stock~~Omnibus Agreement dated June 14, 2011 between the parties was amended to ~~unrelated~~reflect ~~investors~~the atCompany’s $0name change to American Energy Development Corp.~~003~~ ~~per~~and ~~share~~extend the participation date for athe ~~total~~wells offrom $9December 31,~~000~~ 2011 to July 1, 2012.

OnIn ~~May~~connection 3with the Omnibus Amendment, the Company entered into a First Amendment to Participation Agreement (“Participation Amendment”) with Range, pursuant to which the Participation Agreement dated June 14, 2011 between the parties was amended to, among other things, (i) reflect the Company’s ~~issued~~name change to American Energy Development Corp., (ii) extend the date in which the Company is required to participate in the Required Wells from December 31, 2011 to July 1,~~110~~ 2012,~~000~~ ~~shares~~(iii) provide that it is anticipated that each of ~~its~~the ~~common~~two ~~stock~~remaining two of the Required Wells will be spudded by July 1, 2012, and (iv) authorize Range to ~~unrelated~~withhold ~~investors~~the atfirst $~~0.003~~100,000 ~~per~~from the Company’s share of the proceeds from the production of the first Required Well( the Brown #2 -12 well) for athe ~~total~~payment of ~~$3,700~~the option fee specified Option Agreement and Option Amendment as described below.

OnIn ~~May~~connection with the Omnibus Amendment, the Company entered into a First Amendment to Option Agreement (“Option Amendment”) with Range, which provides that in the event the Brown #2-12 Well is a producing well, ~~2011~~Range will withhold the first $100,000 of the Company’s ~~issued~~share of production proceeds for payment of the option fee and if the Company’s share of the proceeds from the Brown #2-12 Well are insufficient to pay the entire amount of the option fee on or before February 1,~~350~~ 2012then the Company shall pay Range the remaining balance of the option fee on or before February 5,~~000~~ ~~shares~~2012. As of ~~its~~June ~~common~~30, ~~stock~~2012, the Brown #2-12 well production has been insufficient to ~~unrelated~~pay ~~investors~~the atOption $0Fee.~~003~~ ~~per~~The ~~share~~Company ~~for~~has arenegotiated ~~total~~with ofRange ~~$4,500~~to waive the option fee.

OnThe ~~June~~Company ~~14,~~will ~~2011,~~remit to the ~~Company~~seller ~~issued~~an ~~12,000,000~~overriding ~~shares~~royalty interest of ~~its~~2.5% ~~common~~of ~~stock~~the inoverall ~~connection~~gross ~~with~~market value at the ~~Omnibus~~time ~~Agreement~~of asproduction ~~discussed~~of all oil and gas produced from the licensed areas from proceeds of the sale of oil and gas produced. The property currently has one well that is producing in ~~Note~~which 4they hold a net realizable interest of 26%.

~~7. PROVISION~~At ~~FOR~~June ~~INCOME~~30, ~~TAXES~~2012, the Company recorded an impairment change of approximately $1,145,000 based on the independent assessment of the future value of its proved reserves.

Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of June 30, 2011, the Company had federal net operating loss carryforwards of approximately ($136,500), which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

A4. INVESTMENTS ~~summary~~IN ofOIL ~~the~~AND ~~Company’s~~GAS PROPERTIES ~~deferred tax assets as of June 30, 2011 are as follows:~~(Continued)

	2010
Federal net operating loss (@ 25%)	$	34,125
Less: valuation allowance		(34,125	)
Net deferred tax asset	$	---

Reservoir Resources

~~The~~On ~~valuation~~September ~~allowance~~13, ~~increased~~2011, ~~$34~~the Company entered into a Purchase Agreement with Pepper Canister Nominees Limited pursuant to which the Company will acquire all of the issued and outstanding shares of the Seller’s wholly-owned subsidiary,~~125~~ Reservoir Resources Limited, which, through its wholly-owned subsidiary, owns an oil and gas exploration and development license in the United Kingdom in exchange for 12,500,000 shares of the ~~period~~Company’s common ~~from~~stock ~~inception~~valued at $12,500,000 (~~March~~$1.00 10per share) . The Company is subject to development requirements whereby the Company must drill at least one well in the licensed area to a depth of 400 meters to be spudded by December 31, ~~2010~~2012 (“Target Date”), ~~through~~failure ~~June~~of 30which will result in the Seller being granted the option to cancel the Purchase Agreement within 60 days of the Target Date, ~~2011~~re-acquire all shares of Reservoir Resources and retain 50% of the Company’s shares received as the Purchase Price. The purchase of Reservoir Resources was completed on March 12, 2012. The Company is currently undergoing various reserve studies to assess potential production and to continue the development of the wells purchased.

~~8. RELATED~~The ~~PARTY~~allocation ~~TRANSACTIONS~~of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:

From the Company’s inception (March 10, 2010) through June 30, 2011, the Company utilized office space of an officer and stockholder at no charge. The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $300 per month to operations. For the period from inception (March 10, 2010) through June 30, 2011 rent expense was $4,800.

Cash	$		250
Oil and gas property – License			42,400
Oil and Gas Property - Unproved			12,470,135
Total assets acquired			12,512,785
Liabilities Assumed			(12,785)

Total		$	12,500,000

~~9. SUBSEQUENT~~White ~~EVENTS~~Tail Prospect

~~Purchase~~On ~~Agreement~~March 6, 2012, the Company entered into a letter of intent to acquire a forty three and seventy five hundredths percent (43.75%) working interest and a thirty five percent (35%) net revenue interest in the White-tail Prospect from Range Michigan LLC, a Wyoming limited liability company, which covers approximately 4,000 acres.

OnIn ~~September~~consideration ~~13,~~of ~~2011,~~ the ~~Company~~purchase ~~entered into an Agreement (the “Purchase Agreement”) with Pepper Canister Nominees Limited (the “Seller”) pursuant to which Company will acquire all~~ of the ~~issued~~interests ~~and~~in ~~outstanding shares of~~ the ~~Seller’s wholly~~White-~~owned~~tail ~~subsidiary~~Prospect, ~~Reservoir~~the ~~Resources~~Company ~~Limited~~agreed ~~(“Reservoir~~to ~~Resources”),~~pay ~~which,~~Range ~~through~~a ~~its~~total ~~wholly-owned~~purchase ~~subsidiary,~~price ~~owns~~of ~~an oil and gas exploration and development license in the United Kingdom in exchange for 12~~$487,500~~,000 shares of the Company’s common stock (the “Purchase Price”)~~. The Company ispaid ~~subject~~Range $87,500 to ~~development~~reimburse ~~requirements~~Range ~~whereby~~for ~~the~~development ~~Company~~costs ~~must~~incurred ~~drill at least one well in the licensed area~~ to adate ~~depth~~and ofon ~~400~~June ~~meters to be spudded by December 31~~15, 2012 ~~(“Target Date”)~~, ~~failure of which will result in~~ the ~~Seller~~Company ~~being~~issued ~~granted the option to cancel the Purchase Agreement within 60 days of the Target Date~~476,191 ~~re-acquire~~common ~~all~~ shares offor ~~Reservoir~~$200,000,or ~~Resources and retain 50% of the Company’s shares received as the Purchase Price~~$0.42/share. The Company ~~will~~further ~~remit~~agreed to ~~the~~pay ~~Seller~~one anhundred ~~overriding~~percent ~~royalty interest of 2.5~~(100%) of the ~~overall~~Authority ~~gross~~For ~~market~~Expenditure ~~value~~(“AFE”) estimated at ~~the~~$200,000 ~~time~~for ofa ~~production~~3-D ofhigh ~~all~~resolution ~~oil~~seismic ~~and~~survey ~~gas produced from the licensed areas from proceeds~~ of the ~~sale~~White-tail ~~of oil and gas produced~~Prospect. The ~~Purchase Agreement contains customary representations and warranties by the~~ Company ~~and~~had ~~the~~not ~~Seller~~received ~~and~~ the ~~closing~~AFE ofas ~~the~~at ~~Purchase~~June ~~Agreement~~30, ~~will~~2012 ~~take~~and ~~place 10 days following~~ the ~~date~~transaction ~~the~~has ~~United Kingdom Department of Energy and Climate Control issues an agreement~~ not toyet ~~revoke the oil and gas exploration license~~closed.

AMERICAN ENERGY DEVELOPMENT CORP.

(~~Formerly~~An ~~LJM~~Exploration ~~Energy~~Stage ~~Corp.~~Company)

(A Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

~~Magnolia~~4. INVESTMENTS ~~Prospect~~IN ~~Participation~~OIL ~~Agreement~~AND ~~and~~GAS ~~Operating~~PROPERTIES ~~Agreement~~(Continued)

OnOsprey ~~September 16, 2011, the Company entered into a participation agreement (“Crown Participation Agreement”) with Crown Energy Company (“Crown”), the current operator of the Magnolia~~ Prospect, pursuant to which the Company agreed that its working interest in the Magnolia Prospect would be one and four tenths percent (1.4%) in exchange for the payments that were made to Mid-OK Energy Partners, which transferred those payments to Crown. The Company also entered into an operating agreement with Crown (“Crown Operating Agreement”), which provides that Crown is the operator of the Magnolia Prospect.

~~Amendment~~On toApril ~~Omnibus~~17, ~~Agreement~~2012, ~~Participation~~the ~~Agreement~~Company entered into a letter of intent to acquire 43.75% working interest and ~~Option~~a ~~Agreement~~35% ~~with~~net revenue interest in the Osprey Prospect from Range Michigan LLC, a Wyoming limited liability company.

OnIn ~~September~~consideration ~~19,~~of ~~2011~~the purchase of the interests in the Osprey Prospect, the Company ~~entered~~will ~~into~~pay Range a ~~First~~total ~~Amendment~~purchase toprice ~~Omnibus~~of ~~Agreement~~$80,000. The ~~(“Omnibus~~Company ~~Amendment”)~~paid ~~with~~ Range ~~Michigan LLC~~$50,000 ato ~~Wyoming~~reimburse ~~limited~~Range ~~liability~~for ~~company~~development ~~(“Range”),~~costs ~~pursuant~~incurred to ~~which~~date ~~the~~and ~~Omnibus~~any ~~Agreement~~prior ~~dated~~land ~~June~~lease ~~14,~~payments. As ~~2011~~of ~~between~~June 30 ,2012 the ~~parties~~remaining $30,000 was ~~amended~~ to ~~reflect~~be payable in common shares. In addition, the Company’s ~~name~~further ~~change~~agreed to ~~American~~pay $91,000 ~~Energy~~as ~~Development~~a ~~Corp.~~prospect ~~and~~fee ~~extend~~upon receipt of the ~~participation~~Authority ~~date~~For ~~for~~Expenditure (“AFE”) and 70% of the ~~wells~~total ~~from~~cost ~~December~~of ~~31,~~drilling ~~2011~~and tocompletion ~~July~~in 1,the ~~2012~~Osprey Prospect.

In connection with the Omnibus Amendment, the Company entered into a First Amendment to Participation Agreement (“Participation Amendment”) with Range, pursuant to which the Participation Agreement dated June 14, 2011 between the parties was amended to, among other things, (i) reflect the Company’s name change to American Energy Development Corp5., ADVISOR (ii) extend the date in which the Registrant is required to participate in the Required Wells from December 31, 2011 to July 1, 2012, (iii) provide that it is anticipated that each of the two remaining two of the Required Wells will be spudded by July 1, 2012, and (iv) authorize Range to withhold the first $100,000 from the Company’s share of the proceeds from the production of the first Required Well for the payment of the option fee specified Option Agreement and Option Amendment as described below. AGREEMENT

InOn ~~connection~~September ~~with~~20, ~~the Omnibus Amendment~~2011, the Company entered into aan ~~First~~Advisory ~~Amendment~~Board toMember ~~Option~~ Agreement (“~~Option~~Advisor ~~Amendment~~Agreement”) with ~~Range~~Desmond Oswald, pursuant to which the ~~Option~~Company ~~Agreement~~appointed ~~dated~~Mr. ~~June~~Oswald ~~14,~~to ~~2011~~serve ~~between~~as ~~the~~an ~~parties~~advisor ~~was amended~~ to, ~~among~~the ~~other~~Company ~~things~~continuing indefinitely, ~~reflect~~until ~~the~~terminated ~~Company’s~~at ~~name~~any ~~change~~time toby ~~American~~Mr. ~~Energy~~Oswald ~~Development~~or ~~Corp~~the Company. The ~~and~~Advisor ~~provide~~Agreement provides that, inMr. ~~the~~Oswald ~~event~~will ~~the~~be ~~Brown~~available ~~#2-12~~at ~~Well is~~ a ~~producing~~minimum ~~well,~~of ~~Range~~one ~~will~~time ~~withhold~~per ~~the~~quarter ~~first~~a ~~$100,000~~year offor ~~the~~advisory ~~Company’s~~board ~~share~~meetings ofto ~~production~~(i) ~~proceeds~~facilitate ~~for~~introductions ~~payment~~to ofpotential ~~the~~partners, ~~option~~suppliers, ~~fee~~customers and ifinvestors, ~~the~~(ii) ~~Company’s~~provide ~~share~~opinions ofto assist the ~~proceeds~~Company ~~from~~in ~~the~~identify ~~Brown~~and ~~#2-12~~recruiting ~~Well~~potential ~~are~~technical, ~~insufficient~~strategic toand ~~pay~~other ~~the~~partners ~~entire~~or ~~amount~~individuals, ofand (iii) apprise the ~~option~~Company ~~fee~~of ontechnological, orcompetitive ~~before~~and ~~February~~other 1,changes ~~2012,~~and ~~then~~developments ~~the~~that ~~Company~~he ~~shall~~may ~~pay~~from ~~Range~~time ~~the~~to ~~remaining~~time ~~balance~~become aware of. The ~~the~~Advisor ~~option~~Agreement ~~fee~~also onprovides orthat ~~before~~Mr. ~~February~~Oswald 5,is ~~2012. In~~paid $900 for the ~~event~~preparation ~~that~~and ~~the~~attendance ~~Brown~~of ~~#2-12~~each ~~Well~~advisory isboard ~~not~~meeting ~~capable~~and ofMr. ~~production~~Oswald was issued 90,000 shares of the ~~option~~Company’s ~~fee~~common ~~shall~~stock beas ~~due~~compensation onsubject ~~January~~to 1,certain ~~2012~~vesting requirements as specified in the Advisor Agreement.

~~Advisor~~6. LOANS ~~Agreement~~FROM STOCKHOLDER

On ~~September~~March 2031, ~~2011~~2010, the Company ~~entered~~issued ~~into~~a anpromissory ~~Advisory~~note ~~Board~~to ~~Member~~a ~~Agreement~~stockholder ~~(“Advisor~~and ~~Agreement”)~~officer ~~with~~of ~~Des Oswald, pursuant to which~~ the Company ~~appointed~~in ~~Mr.~~exchange ~~Oswald~~for toa ~~serve~~loan asof ~~an advisor to the Company continuing indefinitely~~$30,000 ~~until~~with ~~terminated~~interest ~~at any time by Mr. Oswald or the Company. The Advisor Agreement provides~~ that ~~Mr.~~accrued ~~Oswald will be available by phone and occasionally in person~~ at athe ~~minimum~~rate of ~~one~~10% ~~time~~ per ~~quarter~~annum. On aMarch ~~year for advisory board meetings to (i) facilitate introductions to potential partners~~22, ~~suppliers~~2012, ~~customers and investors, (ii) provide opinions to assist~~ the Company inrepaid ~~identify~~the ~~and~~loan ~~recruiting potential technical, strategic~~ and ~~other~~the ~~partners~~stockholder ~~or individuals,~~ and ~~(iii)~~officer ~~apprise~~of the Company offorgave ~~technological,~~the ~~competitive~~accrued ~~and~~interest ~~other~~due ~~changes and developments that he may from time~~ to ~~time~~him ~~become~~on ~~aware~~this ~~of. The~~promissory ~~Advisor~~note ~~Agreement also provides that Mr. Oswald will be paid $900 for the preparation~~ and ~~attendance~~contributed ~~of each advisory board meeting and Mr. Oswald will be issued 90,000 shares of~~ the ~~Company’s~~same ~~common~~amount ~~stock as compensation subject~~ to ~~certain vesting requirements as specified in the Advisor Agreement~~capital.

On December 2, 2011, the Company issued a promissory note to a stockholder and officer of the Company in the amount of $109,962. The promissory note, which was due on June 2, 2012, including interest at the annual rate of 5% was repaid on March 22, 2012. On this date, the stockholder and officer of the Company forgave the accrued interest due to him on this promissory note and contributed the same amount to capital.

On December 23, 2011, a stockholder and officer of the Company provided an advance to fund operations. The advance was unsecured, non-interest bearing and due on demand. On March 22, 2012 the Company repaid the amount due of $13,488.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

7. COMMON STOCK

On July 12, 2011, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Nevada Secretary of State to effect a thirty for one forward stock split of the Company’s common stock (the “Forward Stock Split”). The Certificate of Change increased the number of authorized shares of the Company’s common stock from 100,000,000 to 3,000,000,000 and the number of issued and outstanding shares of common stock for shareholders of record as of July 13, 2011, from 5,705,570 shares to 171,167,100 shares. The Company’s common stock continues to be $.001 par value. Fractional shares were rounded upward. The effective date of the Forward Stock Split with the Nevada Secretary of State was July 14, 2011. These financial statements reflect the Forward Stock Split in historical and current numbers and disclosures.

During the year ended June 30, 2011, the Company issued 69,167,100 shares of common stock to unrelated investors at $0.003 per share for a total of $230,557.

On June 14, 2011, the Company issued 12,000,000 shares of its common stock in connection with the Omnibus Agreement as discussed in Note 4.

On September 20, 2011, the Company issued 90,000 shares of its common stock pursuant to the Advisory Agreement discussed in Note 5.

On October 3, 2011, the Company entered into a Securities Purchase Agreement (the “Financing Agreement”) with an investor (the “Investor”) pursuant to which the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase up to $7,800,000 of the Company’s $0.001 par value common stock and five-year warrants to purchase common stock (the “Warrants”) from time to time over a two year period at a purchase price (the “Purchase Price”) of the higher of (i) $0.40 per share, and (ii) eighty percent (80%) of the 10-day volume weighted average price (VWAP) of the Company’s common stock. The Company shall have sole discretion to issue and sell the common stock and Warrants pursuant to the Financing Agreement and the Investor shall have no right to acquire the common stock and Warrants from the Company until a drawdown notice is received from the Company. The Investor shall have sole discretion in determining whether the proposed use of proceeds as provided by the Company in the drawdown notice is acceptable to the Investor.

The Company received an initial drawdown of $200,000 (“First Drawdown”) on October 3, 2011. In exchange for the First Drawdown, the Company issued 500,000 shares of common stock at a purchase price of $0.40 per share and Warrants to purchase 500,000 shares of common stock at an exercise price of 120% of the purchase price, or $0.48 per share. The Warrants expire five years from the date of the investment.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

7. COMMON STOCK (Continued)

On October 12, 2011, the Company received an additional $200,000 drawdown (“Second Drawdown”). In exchange for the Second Drawdown, the Company issued 500,000 shares of common stock at a purchase price of $0.40 per share and Warrants to purchase 500,000 shares of common stock at an exercise price of 120% of the purchase price, or $0.48 per share, pursuant to the Financing Agreement. The Warrants expire five years from the date of the investment.

In connection with the Financing Agreement, on October 3, 2011, the Company also entered into a Stock Cancellation Agreement (the “Cancellation Agreement”) with Joel Felix, pursuant to which the Company and Mr. Felix agreed to cancel 85,000,000 shares of common stock held by Mr. Felix as consideration for the Investor’s willingness to enter into and as a condition of the Financing Agreement.

On October 17, 2011, the Company canceled and retired 150,000 shares of Common Stock from an unrelated third party.

On November 23, 2011, the Company issued 100,000 shares of its common stock to unrelated investors at $0.50 per share for a total of $50,000.

On February 3, 2012, the Company received an additional $50,000 drawdown (“Third Drawdown”). In exchange for the Third Drawdown, the Company issued 125,000 shares of common stock at a purchase price of $0.40 per share and Warrants to purchase 125,000 shares of common stock at an exercise price of 120% of the purchase price, or $0.48 per share, pursuant to the Financing Agreement. The Warrants expire five years from the date of the investment.

On March 12, 2012, the Company issued 12,500,000 shares of its common stock pursuant to a Purchase Agreement with Pepper Canister Nominees Limited to acquire all of the issued and outstanding shares of Reservoir Resources Limited, which through its wholly-owned subsidiary, owns an oil and gas exploration and development license in the United Kingdom. See Note 4.

On March 20, 2012, the Company received an additional $1,000,000 drawdown (“Fourth Drawdown”). In exchange for the Fourth Drawdown, the Company issued 1,282,052 shares of common stock at a purchase price of $0.78 per share and Warrants to purchase 1,282,052 shares of common stock at an exercise price of 120% of the purchase price, or $0.94 per share, pursuant to the Financing Agreement. The Warrants expire five years from the date of the investment.

On March 22, 2012, a stockholder and officer of the Company forgave $7,614 of accrued interest due to him in relation to his advances to the Company and contributed the same amount to capital.

On March 30, 2012, the Company received an additional $120,000 drawdown (“Fifth Drawdown”). In exchange for the Fifth Drawdown, the Company issued 162,163 shares of common stock at a purchase price of $0.74 per share and Warrants to purchase 162,163 shares of common stock at an exercise price of 120% of the purchase price, or $0.89 per share, pursuant to the Financing Agreement. The Warrants expire five years from the date of the investment.

On June 15, 2012, the Company issued 476,191 common shares valued at $200,000 as partial consideration for the White-tail Prospect. See Note 4.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

8. Warrants

Warrant Activity

As described in Note 7, the Company issued a convertible note with detachable warrants. A summary of warrant activity for the period from June 30, 2011 through June 30, 2012 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding June 30, 2011		-	$	-	-
Issued		2,569,215	$	.70	4.52 years
Exercised		-		-	-
Outstanding June 30, 2012		2,569,215	$	.70	4.52 years
Exercisable, June 30, 2012		2,569,215	$	.70	4.52 years

Shares Reserved for Future Issuance

The Company has reserved shares for future issuance upon conversion of warrants as follows:


	Warrants	2,569,215
	Reserved shares at June 30, 2012	2,569,215

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

9. PROVISION FOR INCOME TAXES

As of June 30, 2012, the Company had federal net operating loss carryforwards of approximately ($1,618,934), which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

A summary of the Company’s deferred tax assets as of June 30, 2012 are as follows:

	2012

Federal net operating loss (@ 34%)	$	615,196
Less: valuation allowance		(615,196	)

Net deferred tax asset	$	---

During the year ended June 30, 2012, the Company’s valuation allowance increased by approximately $518,000.

10. RELATED PARTY TRANSACTIONS

From the Company’s inception (March 10, 2010) through June 30, 2012, the Company utilized office space of an officer and stockholder at no charge. The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $900 per month to operations. For the year ended June 30, 2012 and 2011 rent expense was $3,600 and $3,600, respectively.

In connection with the Financing Agreement, on October 3, 2011, the Company also entered into the Cancellation Agreement with Joel Felix, pursuant to which the Company and Mr. Felix agreed to cancel 85,000,000 shares of common stock held by Mr. Felix as consideration for the Investor’s willingness to enter into and as a condition of the Financing Agreement.

On March 31, 2010, the Company issued a promissory note to a stockholder and officer of the Company in exchange for a loan of $30,000 with interest that accrued at the rate of 10% per annum. On March 22, 2012, the Company repaid the loan and the stockholder and officer of the Company forgave the accrued interest due to him on this promissory note and contributed the same amount to capital.

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

11. SUBSEQUENT EVENTS

On September 19, 2012, the Company issued 75,000 shares of its common stock to an unrelated third party for services rendered pursuant to a consulting agreement dated March 1, 2012.

On September 19, 2012, the Company agreed to increase the amount of stock compensation to a director to 125,000 shares pursuant to the First Amendment to that Director’s Agreement. In addition, on September 19, 2012, the Company issued 93,750 shares of its common stock to the director for services rendered.

12. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Unaudited)

Company Reserve Estimates. Our proved reserve information as of June 30, 2012 was estimated by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers. In accordance with SEC guidelines, NSAI’s estimates of future net revenues from our properties, and the PV-10 and standardized measure thereof, were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the period July 1, 2011 through June 30, 2012, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations.

The technical persons at NSAI are responsible for preparing the reserves estimates presented herein and meets the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Herold Ribsskog, our officer and director, acted as the liaison with the technical persons at NSAI.

Reserve Technologies. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. To achieve reasonable certainty, NSAI employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available down well and production data, seismic data, well test data.

Oil and Gas Reserve Information. The following reserve quantities and future net cash flow information for our proved reserves located in the State of Michigan in the United States have been estimated as of June 30, 2012. The determination of oil and gas reserves is based on estimates, which are highly complex and interpretive. The estimates are subject to continuing change as additional information becomes available.

The information required by Items 1204 to 1208 of Regulation S-K are provided as follows:

Reserve Category	Oil (BBLS)		Natural Gas (MCF)	Present Worth at 10%
Proved
Developed:
United States - Michigan		21,288	-	$	853,800
Undeveloped:
United States - Michigan		15,545	-	$	257,400

Total Proved – June 30, 2012		36,833	-	$	1,111,200

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

12. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Continued)

Reserved Quantity	Oil (BBLS)
Balance June 30, 2010		-
Purchases		38,003
Production		-
Balance, June 30, 2011		38,003
Purchases		-
Production		(1,170	)
Balance, June 30, 2012		36,833

On June 14, 2011, the Company acquired an estimated 38,003 bbls of proved undeveloped net oil and gas reserves in place in connection with the Company’s purchase of the Dansville Prospect. These properties are located in Ingham County, Michigan.

The standardized measure of discounted future net cash flows is provided using the 12-month unweighted arithmetic average and were held constant throughout the life of the properties. The oil price used as of June 30, 2012 was $92.25 per bbl of oil. Future production costs are based on year-end costs and include severance and ad valorem taxes. Each property that is leased by us is also charged with field-level overhead in the reserve calculation. The present value of future cash inflows is based on a 10% discount rate.

Standardized Measure of Future Net Cash Flows:

	June 30, 2012
Future cash flows	$	3,397,800
Future production and development costs		(1,656,300	)
Future income taxes		-
Future net cash flows before discount		1,741,500
10% discount to percent value		(630,300)
Standardized measure of discounted future net cash flows	$	1,111,200

Changes in the Standard Measure of Discounted Cash Flows:

	June 30, 2012
Standardized measure of discounted future net cash flows beginning of period	$	1,206,404
Purchases of reserves in place		-
Extension and discoveries, net of future production and development costs		-
Sales of oil and gas produced, net of production costs
Revisions of previous quantity estimates		(75,354	)
Net change in prices and production costs		-
Net change in income taxes		-
Changes in timing and other		-
Standardized measure of discounted future net cash flows end of period	$	1,131,050

AMERICAN ENERGY DEVELOPMENT CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

12. SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Continued)

Production. For the year ended June 30, 2012, we only had production from our interest in the Brown 2-12 well located in Ingham County, Michigan. The Company produced approximately 1,170 barrels on a net basis.

Drilling Activity. During the year ended June 30, 2012, we conducted drilling activity in certain oil areas and land leases located in Ingham County, Michigan, known as the Dansville Prospect, and seismic data relating to such areas and leases. One of the wells in the Dansville Prospect, the Brown 2-12, has been drilled and was put into production. The second well in the Dansville Prospect, Cremer 1-1, was plugged and abandoned. We also own a working interest in a three well developmental drilling project in Pottawatomie County, Oklahoma, known as the Magnolia Prospect. However, this prospect has been fully impaired for as June 30, 2012 due to lack of adequate production.

Delivery Commitments. We are not obligated to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements in Michigan.

	Oil
	Gross	Net
United States -
Michigan	1	0.44
	1	0.44

Gross and Net Developed Acreage for year ended June 30, 2012:

Gross and Net Undeveloped Acreage for year ended June 30, 2012:

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-K.

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective due to our over reliance on consultants in our accounting and financial statement closing processes.

Management'’s annual report on internal control over financial reporting.

Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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 and includes those policies and procedures that:

·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2011~~2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer believe that, as of June 30, ~~2011~~2012, our internal control over financial reporting is not effective based on those criteria, due to the following:

· lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel; and · deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control over financial reporting.

There were no significant changes in our internal control over financial reporting during the fourth quarter of the year ended June 30, ~~2011~~2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors. Our directors and principal executive officers are as specified on the following table:

Name	Age	Position
Herold Ribsskog	6061	Chief Executive Officer, President, Director
Joel Felix	4344	Chief Financial Officer, Treasurer, Secretary, Director
Kevin Goldrick	58	Director

Biographical resumes of each officer and director are set forth below.

Herold Ribsskog. Mr. Ribsskog has been our director since June 15, 2011 and Chief Executive Officer and President since July 8, 2011. Mr. Ribsskog has over 25 years in the oil and gas industry working with several of the world’s leading industry players such as Shell, Mobil, Amoco and Talisman Energy where he has undertaken project planning, development and management on large oil and gas developments in the Norwegian North Sea. Mr. Ribbskog has a B.Sc. degree in Cybernetics Engineering from the University of Kongsberg, Norway. Mr. Ribsskog is not a director of any other reporting company.

Joel Felix. Mr. Felix has been our Chief Financial Officer, Treasurer, Secretary, and a director since our inception. Mr. Felix has been involved in a broad spectrum of technology, real estate investments and development activities. From 1995 to 1998, Mr. Felix was a founding member of Earthlink Network, which provided a platform for internet connectivity, during the early development of the Internet. In 1998, Mr. Felix joined Network Solutions, the domain name registrar, where he increased sales 285% in 12 months. Network Solutions was acquired by Verisign in 1999, which provided an exit for Mr. Felix and the seed capital for ongoing real estate and investment activities. Over the last ten years, Mr. Felix has been involved in private equity and has participated in numerous ventures. Mr. Felix is also a founding member of Ienture Group. Ienture Group specializes in the acquisition and development of both single and multi-tenant retail, office, hotel and mixed-use projects. As founder and managing partner, Mr. Felix is responsible for all investments and operations. Mr. Felix is also a director of Iron Glen Holdings Limited, an early stage exploration company located in Queensland, Australia. Mr. Felix is also an officer and director of United American Petroleum Corp., which intends to purchase and operate certain oil and gas interests in the State of Texas. Mr. Felix has not ~~been~~ a director of any other reporting company.

32Kevin J. Goldrick. Mr. Goldrick has been our director since December 19, 2011. Mr. Goldrick has more than 34 years of geological experience. In 1977, Mr. Goldrick began his career as a geologist with Kerr McGee Corporation and since that time, has worked as geologist with Tooke Rockies, Inc. from 1981 to 1983 and as a production engineer with Baker Hughes from 1987 to 1991. From 1983 until the present, Mr. Goldrick has been the owner of and a geologist for Intermountain Wellsite Geologists, Inc. Mr. Goldrick is a member of the Wyoming Geological Associate, the American Petroleum Institute and the Society of Petroleum Engineers. He earned his Bachelor of Science degree in Geology from Chadron State College in 1976. Mr. Goldrick is not an officer or director of any other reporting company.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. All officers are appointed annually by the Board of Directors and, subject to employment agreements, serve at the discretion of the board. ~~Currently, directors receive no cash compensation.~~

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

There are no family relationships among our directors or among our executive officers.

Corporate Governance.

Committees. Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors believes it is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.

Audit Committee and Financial Expert. Presently, the Board of Directors acts as the audit committee. The Board of Directors does not have an audit committee financial expert. The Board of Directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.

Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.

Director Independence. ~~None~~We believe that Kevin Goldrick is an independent member of our ~~directors~~Board ~~are~~of ~~deemed~~Directors ~~independent.~~using ~~Our~~the ~~directors~~definition ~~also~~of ~~hold~~independence ~~positions~~under asthe ~~officers~~rules of the SEC.

Item 11. Executive Compensation.

Summary Compensation Table. The following table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officers during the ~~year~~years ended June 30, 2012 and 2011.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Nonqualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Joel Felix, CFO, Treasurer, Secretary, former CEO and President*	2011	$0	0	0	0	0	0	0	$0
Herold Ribsskog, President, CEO	2012	87,500	10,000	0	0	0	0	0	97,500
	2011	0	0	0	0	0	0	0	$0
Joel Felix, CFO, Treasurer, Secretary, former CEO and President*	2012	61,000	1,000	0	0	0	0	0	62,000
	2011	0	0	0	0	0	0	0	0

* On July 8, 2011, Joel Felix resigned his position as our Chief Executive Officer and President, and Herold Ribsskog was appointed as our Chief Executive Officer and President, and a director. Mr. Felix remained as our Chief Financial Officer, Treasurer, Secretary and a director.

Employment Contracts and Termination of Employment. On July 8, 2011, we entered into an executive employment agreement with Herold Ribsskog (“Ribsskog Agreement”). Under the terms of the Ribsskog Agreement, Mr. Ribsskog has agreed to serve as our President and Chief Executive Officer for an initial term of two years with an additional one year extension. The Ribsskog Agreement provides for an initial base salary of $5,000 per month for an initial 3 month period, and following the initial 3 month period, Mr. Ribsskog’s base salary will increase to $7,000 per month, with an additional $1,000 increase after the last day of each of the Company’s fiscal quarters during the first fiscal year of the Ribsskog Employment Agreement. Mr. Ribsskog is also eligible to participate in benefit and incentive programs we may offer.

On July 8, 2011, we entered into an executive employment agreement with Joel Felix (“Felix Agreement”). Under the terms of the ~~Ribsskog~~Felix Agreement, Mr. Felix has agreed to serve as our Chief Financial Officer and Secretary for an initial term of two years with an additional one year extension. The Felix Agreement provides for an initial base salary of $3,500 per month for an initial 3 month period, and following the initial 3 month period, Mr. Felix’s base salary will increase to $4,000 per month, with an additional $500 increase after the last day of each of the Company’s fiscal quarters during the first fiscal year of the Felix Employment Agreement. Mr. Felix is also eligible to participate in benefit and incentive programs we may offer. On May 1, 2012, we entered into an amendment to the Felix Agreement pursuant to which the Felix Agreement was amended to increase Felix’s monthly base salary to $8,000 per month.

Outstanding Equity Awards. As of June 30, ~~2011~~2012, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable	# Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock Not Vested	Market Value of Shares or Units Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested	Value of Unearned Shares, Units or Other Rights Not Vested
Herold Ribsskog, President, CEO	0	0	0	0	0	0	0	0	0
Joel Felix, CFO, Treasurer, Secretary, former CEO and President*	0	0	0	0	0	0	0	0	0

Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made during the fiscal year ended June 30, ~~2011~~2012.

Long-Term Incentive Plans . There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

~~Director Compensation. Our directors received the following compensation for their service as directors during the fiscal year ended June 30, 2011:~~40

	Fees Earned or Paid in Cash $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Non-Qualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Herold Ribsskog	0	0	0	0	0	0	0
Joel Felix	0	0	0	0	0	0	0

Director Compensation. Our directors received the following compensation for their service as directors during the fiscal year ended June 30, 2012:

	Fees Earned or Paid in Cash $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Non-Qualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Herold Ribsskog	0	0	0	0	0	0	0
Joel Felix	0	0	0	0	0	0	0
Kevin Goldrick	6,000	0 (1)	0	0	0	0	6,000 (1)

(1) On December 19, 2011, we appointed Kevin Goldrick as a director for a one-year term and entered into a director agreement which provides that Mr. Goldrick will receive an annual cash compensation of $12,000 paid in quarterly installments of $3,000 payable for each quarter after January 1, 2012, equity compensation of 100,000 shares of our common stock issued in quarterly installments of 25,000 shares for each quarter after January 1, 2012, and stock options to purchase up to 75,000 shares of our common stock in the event we approve and adopt an employee stock option plan. On September 19, 2012, we entered into an amendment to the director agreement with Mr. Goldrick pursuant to we increased Mr. Goldrick’s equity compensation to an aggregate of 125,000 shares of our common stock and issued to Goldrick an aggregate of 93,750 shares of our common stock as equity compensation for Mr. Goldrick’s rendered services as a director for the three quarterly periods from January 1, 2012 through September 30, 2012.

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

The following table sets forth certain information regarding the beneficial ownership of our common stock as of ~~September~~October 2312, ~~2011~~2012, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

The number of shares beneficially owned by each 5% holder, director or executive officer is determined by the rules of the SEC, and the information does not necessarily indicate beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power and also any shares that the person or entity can acquire within 60 days of ~~September~~October 2312, ~~2011~~2012 through the exercise of any stock option or other right. For purposes of computing the percentage of outstanding shares of common stock held by each person or entity, any shares that the person or entity has the right to acquire within 60 days after ~~September~~October 2312, ~~2011~~2012 are deemed to be outstanding with respect to such person or entity but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person or entity. Unless otherwise indicated, each person or entity has sole investment and voting power (or shares such power with his or her spouse) over the shares set forth in the following table. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Title Of Class	Name and Address of Beneficial Owner	Amount and Nature Of Beneficial Owner	Percentage of Class (1)
Common Stock	Herold Ribsskog 1230 Avenue of the Americas, 7th Floor New York, NY 10020	3,000,000 Shares Chief Executive Officer, President, and Director	12.7594%
Common Stock	Joel Felix 1230 Avenue of the Americas, 7th Floor New York, NY 10020	872,000,000 Shares Chief Financial Officer, Treasurer, Secretary and Director	501.8396%
Common Stock	~~Range~~Kevin ~~Michigan~~Goldrick ~~LLC~~1230 ~~(2)~~Avenue POof ~~Box~~the ~~726~~Americas, ~~Fremont~~7th ~~Thermopolis~~Floor New York, WYNY ~~82443-2913~~10020	1293,~~000,000~~750 Shares ~~Beneficial Owner~~Director	70.0109%
Common Stock	~~All~~Pepper ~~Executive~~Canister ~~Officers~~Nominees ~~and~~Limited ~~Directors~~(2) as44-45 aSt. ~~Group~~Stephens Green Dublin, Ireland	9012,~~000~~500,000 Shares 5% Holder	5212.5826%
Common Stock	Asia-Pacific Capital Limited (3) Dekk House, Rue De Zippora Province, Mahe, Seychelles	7,500,000 Shares 5% Holder	7.36%
Common Stock	BC Management S.A. (3) Main Street, Charlestown, Nevis	7,775,000 Shares 5% Holder	7.63%
Common Stock	Fenzo Finance S.A. (3) Wards Building, Brown Hill St. John's Parish, Barbados	7,400,000 Shares 5% Holder	7.26%
Common Stock	Figaro Invest And Finance Corp. (3) Wattley Building P.O. Box 3 410, Road Town Tortola, British Virgin Islands	7,900,000 Shares 5% Holder	7.75%
Common Stock	All Executive Officers and Directors as a Group	5,000,000 Shares	4.90%

(1) Percentage of beneficial ownership of our common stock is based on ~~171~~101,~~167~~921,~~100~~256 shares of common stock outstanding as of the date of the table.

(2) Range Exploration Partners LLC has sole power to vote and dispose of the securities beneficially owned by Range Michigan, LLC. William Byrd, Frode Aschim and Petter Hagland are managers of Range Exploration Partners LLC and each report shared dispositive and voting power as to the 12,000,000 shares of common stock. Each of Messrs. Byrd, Aschim and Hagland disclaim their beneficial ownership of the common stock except to the extent of their pecuniary interest therein.

(2)	Ivor Fitzpatrick, as the director of Pepper Canister Nominees Limited, has voting and dispositive powers over the securities beneficially owned by Pepper Canister Nominees Limited. This information is based on information provided by the shareholder. Such shareholder has not filed a Schedule 13D with the SEC disclosing it has greater than five percent ownership.
(3)	The information for such 5% shareholder is based on the list of record holders maintained by our stock transfer agent. Such shareholder has not filed a Schedule 13D with the SEC disclosing it has greater than five percent ownership.

Changes in Control. Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K. ~~Our Articles of Incorporation and our Bylaws do not contain any other provisions which were included to delay, defer, discourage or prevent a change in control.~~

3541

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related party transactions.

InJoel ~~June 2011~~Felix, weour ~~entered~~officer ~~into~~ and ~~closed an omnibus agreement with Range Michigan LLC~~director, aprovides ~~Wyoming~~approximately ~~limited~~200 ~~liability~~square ~~company~~feet ~~(“Range”),~~of ~~pursuant~~office tospace ~~which~~at weno ~~acquired~~charge. ~~interests~~Our infinancial ~~certain~~statements ~~oil~~reflect ~~and gas drilling areas and land leases located in Ingham County, Michigan and seismic data relating to such areas and leases for~~ the ~~total~~fair ~~purchase~~market ~~price~~value of ~~400,000~~that ~~shares~~space ~~of our common stock,~~ which ~~became~~is ~~12,000,000~~approximately ~~shares~~$300.00 ofper ~~common~~month. ~~stock~~For ~~on a post Forward Stock Split basis as contemplated and required by~~ the ~~omnibus~~year ~~agreement. As~~ended aJune ~~result~~30, of2012, ~~the~~rent ~~issuance~~expense ofwas ~~those shares~~$3,600. ~~Range owns approximately 7~~Mr.~~01%~~ ofFelix ~~our~~does ~~issued~~not ~~and~~expect ~~outstanding~~to ~~shares~~be ofpaid ~~common~~or ~~stock~~reimbursed asfor ofproviding ~~September~~office ~~23, 2011~~facilities.

In connection with the Financing Agreement, on October 3, 2011, we entered into the Cancellation Agreement with Joel Felix, pursuant to which the parties agreed to cancel 85,000,000 shares of common stock held by Mr. Felix as consideration for the Investor’s willingness to enter into and as a condition of the Financing Agreement.

On March 31, 2010, we issued a promissory note to a stockholder and officer of the Company in exchange for a loan of $30,000 with interest that accrued at the rate of 10% per annum. On March 22, 2012, the Company repaid the loan and the stockholder and officer of the Company forgave the accrued interest due to him on this promissory note and contributed the same amount to capital.

On December 2, 2011, we issued a promissory note to a stockholder and officer of the Company in the amount of $109,962. The promissory note, which was due on June 2, 2012, including interest at the annual rate of 5% was repaid on March 22, 2012. On this date, the stockholder and officer of the Company forgave the accrued interest due to him on this promissory note and contributed the same amount to capital.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Item 14. Principal Accounting Fees and Services.

Audit Fees. The aggregate fees billed for the fiscal ~~year~~years ended June 30, ~~2011,~~2012 and ~~the~~2011 ~~period from March 10, 2010 (inception) to June 30, 2010~~ for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $2032,500 and $720,500, respectively.

Audit-Related Fees. For the fiscal ~~year~~years ended June 30, ~~2011,~~2012 and ~~the period from March 10~~2011, ~~2010 (inception) to June 30, 2010,~~ there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”

Tax Fees. For the fiscal ~~year~~years ended June 30, ~~2011,~~2012 and ~~the period from March 10~~2011, ~~2010 (inception) to June 30, 2010,~~ our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $0 and $0, respectively.

All Other Fees. None.

Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.

3642

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	Financial Statements.

Included in Item 8

(b)	Exhibits required by Item 601.

Exhibit No.	Description
3.1	Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on August 23, 2010
3.2	Certificate of Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on July 12, 2011.
3.3	Certificate of Change, incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on July 12, 2011
3.4	Bylaws of the Company, incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-1 filed on August 23, 2010
10.1	Participation Agreement with Mid-OK Partners, incorporated by reference to our Amendment to the Registration Statement on Form S-1/A filed on November 12, 2010
10.2	Omnibus Agreement with Range Michigan LLC, incorporated by reference to our Current Report on Form 8-K filed on June 20, 2011
10.3	Participation Agreement with Range Michigan LLC, incorporated by reference to our Current Report on Form 8-K filed on June 20, 2011
10.4	Assignment and Bill of Sale with Range Michigan LLC, incorporated by reference to our Current Report on Form 8-K filed on June 20, 2011
10.5	Seismic Data Assignment and Bill of Sale with Range Michigan LLC, incorporated by reference to our Current Report on Form 8-K filed on June 20, 2011
10.6	Option Agreement with Range Michigan LLC, incorporated by reference to our Current Report on Form 8-K filed on June 20, 2011
10.7	Employment Agreement with Herold Ribsskog, dated July 8, 2011, incorporated by reference to our Current Report on Form 8-K filed on July 12, 2011
10.8	Indemnification Agreement with Herold Ribsskog, dated July 8, 2011, incorporated by reference to our Current Report on Form 8-K filed on July 12, 2011
10.9	Employment Agreement with Joel Felix, dated July 8, 2011, incorporated by reference to our Current Report on Form 8-K filed on July 12, 2011
10.10	Indemnification Agreement with Joel Felix, dated July 8, 2011, incorporated by reference to our Current Report on Form 8-K filed on July 12, 2011
10.11	Participation Agreement with Crown Energy Company, dated September 16, 2011, incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
10.12	Operating Agreement with Crown Energy Company, dated September 16, 2011, incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
10.13	First Amendment to Omnibus Agreement with Range Michigan LLC, dated September 19, 2011, incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
10.14	First Amendment to Participation Agreement with Range Michigan LLC, dated September 19, 2011, incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
10.15	First Amendment to Option Agreement with Range Michigan LLC , dated September 19, 2011 , incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
10.16	Agreement by and between American Energy Development Corp. and Pepper Canister Nominees Limited dated September 13, 2011, incorporated by reference to our Current Report on Form 8-K filed on September 20, 2011
10.17	Advisory Board Member Agreement with Des Oswald, incorporated by reference to our Current Report on Form 8-K filed on September 22, 2011
31.1	Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed herewith.

10.18	Form of Securities Purchase Agreement dated October 3, 2011, incorporated by reference to our Current Report on Form 8-K filed on October 7, 2011
10.19	Form of Warrant dated October 3, 2011, incorporated by reference to our Current Report on Form 8-K filed on October 7, 2011
10.20	Stock Cancellation Agreement by and between American Energy Development Corp. and Joel Felix, dated October 3, 2011, incorporated by reference to our Current Report on Form 8-K filed on October 7, 2011
10.21	Form of Warrant dated October 12, 2011, incorporated by reference to our Current Report on Form 8-K filed on October 18, 2011
10.22	Promissory Note dated December 2, 2011, incorporated by reference to our Current Report on Form 8-K filed on December 6, 2011
10.23	Director Agreement by and between American Energy Development Corp. and Kevin Goldrick dated December 19, 2011, incorporated by reference to our Current Report on Form 8-K filed on December 20, 2011
10.24	Form of Warrant dated March 20, 2012, incorporated by reference to our Current Report on Form 8-K filed on March 22, 2012
10.25	Form of Warrant dated March 30, 2012, incorporated by reference to our Current Report on Form 8-K filed on April 5, 2012
10.26	Operating Agreement with Range Michigan LLC dated April 27, 2012, incorporated by reference to our Quarterly Report on Form 10-Q filed on May 3, 2012
10.27	Amendment to Employment Agreement with Joel Felix dated May 1, 2012, incorporated by reference to our Quarterly Report on Form 10-Q filed on May 3, 2012
10.28	Lease Acquisition Agreement between American Energy Development Corp. and Range Michigan LLC dated June 15, 2012, incorporated by reference to our Current Report on Form 8-K filed on June 21, 2012
10.29	Assignment, Bill of Sale and Conveyance effective March 31, 2012, incorporated by reference to our Current Report on Form 8-K filed on June 21, 2012
10.30	Operating Agreement by and between American Energy Development Corp. and Range Michigan LLC dated June 15, 2012, incorporated by reference to our Current Report on Form 8-K filed on June 21, 2012

3710.31 Brown 2-12 Joint Operating Agreement (1)

23.1	Consent of Independent Petroleum Engineers and Geologists (1)
31.1	Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2	Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.1	Netherland, Sewell & Associates, Inc. Reserves Report (1)
101.ins	XBRL Instance Document (1)
101.sch	XBRL Taxonomy Schema Document (1)
101.cal	XBRL Taxonomy Calculation Linkbase Document (1)
101.def	XBRL Taxonomy Definition Linkbase Document (1)
101.lab	XBRL Taxonomy Label Linkbase Document (1)
101.pre	XBRL Taxonomy Presentation Linkbase Document (1)

(1) Filed herewith.

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.

	American Energy Development Corp.
	a Nevada corporation
September 26, 2011	By:	/s/ Herold Ribsskog
October 15, 2012	By:	/s/ Herold Ribsskog
		Herold Ribsskog
	Its:	Chief Executive Officer, President, and a director
		(Principal Executive Officer)
September 26, 2011	By:	/s/ Joel Felix
October 15, 2012	By:	/s/ Joel Felix
		Joel Felix
	Its:	Chief Financial Officer, Treasurer, and a director
		(Principal Financial and Accounting Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Herold Ribsskog	~~September~~October 2615, ~~2011~~2012
	Herold Ribsskog
Its:	Chief Executive Officer, President, and a director
	(Principal Executive Officer)
By:	/s/ Joel Felix	~~September~~October 2615, ~~2011~~2012
	Joel Felix
Its:	Chief Financial Officer, Treasurer, and a director (Principal Financial and Accounting Officer)

By:	/s/ Kevin Goldrick	October 15, 2012
	Kevin Goldrick
Its:	Director

United States -

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