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United States Securities and Exchange Commission
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 1-31900
 AMERICAN OIL & GAS INC.
  Nevada
    
    88-0451554(State or jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1050 17th Street, Suite 2400, Denver, CO
    
    80265(Address of principal executive offices)
    
    (Zip Code)
 (303) 991-0173
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o*
    
    Smaller reporting company þ(*Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTES
  1.
    
    We amend the cover to classify the Company as a smaller reporting company rather than
a non-accelerated company.2.
    
    We add to Item 6s list of exhibits the exhibit 10(i) Asset Sales Agreement dated March
19, 2010 for the property sale closed March 31, 2010, between American Oil & Gas Inc and
North Finn LLC (the Sellers) and Chesapeake AEZ Exploration, LLC (the Buyer). There is no
affiliation between us and the Buyer.3.
    
    We include Exhibit 10(i) in this Amendment No. 1.4.
    
    We added to Item 2s first sentence the words from Chesapeake AEZ Exploration, LLC,
which is a unit of publicly held Chesapeake Energy Corporation.5.
    
    In Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations, of the Original 10-Q, we had included a discussion of pro-forma revenues and
expenses as if the properties that were sold on March 31, 2010 had instead been sold on
January 1, 2010 or on January 1, 2009. In this Amendment, we add after that discussion
three paragraphs on pro forma net income and earnings per share.6.
    
    We update Item 6s list of exhibits to include the certifications specified in Rule
13a-14(a) under the Securities Exchange Act of 1934 required to be filed with this
Amendment.
     2




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AMERICAN OIL & GAS INC.
FORM 10-Q
INDEX
 PART I. FINANCIAL INFORMATIONItem 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    4PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    7Signatures
    
    
    7Exhibit 10(i)Exhibit 31.1Exhibit 31.2
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
       Results of Operations
  The Quarter Ended March 31, 2010 Compared with the Quarter Ended March 31, 2009
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Three months endedMarch 31,2010
    
    
    2009Oil sold (barrels)
    
    
    7,820
    
    
    
    3,778Average oil price
    
    $
    71.14
    
    
    $
    33.83Oil revenue
    
    $
    556,342
    
    
    $
    127,809Gas sold (mcf)
    
    
    45,490
    
    
    
    51,414Average gas price
    
    $
    6.67
    
    
    $
    3.46Gas revenue
    
    $
    303,629
    
    
    $
    177,865Total oil and gas revenues
    
    $
    859,971
    
    
    $
    305,674Less lease operating expenses
    
    
    (241,409
    )
    
    
    (299,675
    )Less oil & gas amortization expense
    
    
    (246,000
    )
    
    
    (113,000
    )Less accretion of asset retirement obligation
    
    
    (10,213
    )
    
    
    (9,653
    )Less impairment of oil and gas assets
    
    
    
    
    
    
    (2,100,000
    )Plus gain on sale of oil and gas properties
    
    
    36,400,000
    
    
    
    Income (loss) from oil & gas operations
    
    
    36,762,349
    
    
    
    (2,216,654
    )Less depreciation of office facilities
    
    
    (19,701
    )
    
    
    (19,143
    )Less amortization of other intangible asset
    
    
    (45,000
    )
    
    
    (45,000
    )Less general and administrative expenses
    
    
    (2,002,729
    )
    
    
    (1,631,546
    )Income (loss) from operations
    
    $
    34,694,919
    
    
    $
    (3,912,343
    )Total barrels of oil equivalent (boe) sold
    
    
    15,402
    
    
    
    12,347Revenue per boe sold
    
    $
    55.84
    
    
    $
    24.76Lease operating expense per boe sold
    
    $
    15.67
    
    
    $
    24.27Amortization expense per boe sold
    
    $
    15.97
    
    
    $
    9.15
  Three months endedPro Forma Revenues and Expenses
    
    March 31,(excluding properties sold on 3/31/10)
    
    2010
    
    
    2009Oil sold (barrels)
    
    
    3,553
    
    
    
    1,875Average oil price
    
    $
    73.64
    
    
    $
    32.34Oil revenue
    
    $
    261,626
    
    
    $
    60,642Gas sold (mcf)
    
    
    5,855
    
    
    
    3,291Average gas price
    
    $
    6.17
    
    
    $
    8.03Gas revenue
    
    $
    36,149
    
    
    $
    26,420Total oil and gas revenues
    
    $
    297,775
    
    
    $
    87,062Less lease operating expenses
    
    
    (67,426
    )
    
    
    (93,448
    )Revenues net of lease operating expenses
    
    $
    230,349
    
    
    $
    (6,386
    )
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Pro Forma Net Income and Earnings per Share.
   Liquidity and Capital Resources
    Net Cash Provided (Used) By Operating Activities
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Net Cash Provided (Used) In Investing Activities
 Net Cash Provided By Financing Activities
 
 PART II
 OTHER INFORMATION
 
 Item 6. EXHIBITS
 ExhibitNo.
    
    Description10
    (i)
    
    Asset Sales Agreement dated March 19, 2010 for the property sale closed March 31, 2010, between
American Oil & Gas Inc and North Finn LLC (the Sellers) and Chesapeake AEZ Exploration, LLC (the
Buyer)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (furnished as Exhibit 32.1 to the Original 10-Q)32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (furnished as Exhibit 32.2 to the Original 10-Q)
 
 SIGNATURES
  Signatures
    
    Title
    
    Date/s/ Patrick D. OBrien

Patrick D. OBrien
    
    Chief Executive Officer and Chairman of The Board of Directors
    
    June 11, 2010/s/ Joseph B. Feiten

Joseph B. Feiten
    
    Chief Financial Officer (principal financial officer and
principal accounting officer)
    
    June 11, 2010
  7