United American Petroleum Corp. (OTCBB:UAPC) announced a private placement of convertible promissory note for gross proceeds of $103,500 on February 19, 2013. The transaction included participation from new investor, Asher Enterprises, Inc. The note bears interest at the rate of 8% per annum and is convertible into common shares of the company at a conversion price equal to greater of, 60% of the average of the five lowest trading prices of the company's common stock during the ten trading days prior to such conversion date, and $0.00005 per share, at any time after the expiration of 180 days from the date of issuance. The note will mature on February 20, 2014. The company issued securities pursuant to exemption provided under Regulation D. David M. Loev of Loev Law Firm, PC, The will act as legal advisor to the company. Bernard S. Feldman of Naidich Wurman Birnbaum & Maday LLP will serve as legal advisor to the investor. The company will not pay any brokerage commissions, transaction fees or similar payments relating to the transaction. The company will reimburse the investor expenses in the amount of $3,000.

The company shall have the right, beginning on the date that this is 30 days following the issue date, exercisable on not less than three trading days prior written notice to the holder of the note to prepay the outstanding note in full. If the company exercises its right to prepay the note, it shall make a payment equal to 112%, multiplied by the sum of, the then outstanding principal amount plus accrued and unpaid interest on the unpaid principal amount.

On February 19, 2013, United American Petroleum Corp. closed the transaction.