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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2009

                        Commission file number 333-143626


                           AMERICAN EAGLE ENERGY INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

            10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong
          (Address of principal executive offices, including zip code)

                                  852 2521 5455
                     (Telephone number, including area code)

                             YELLOW HILL ENERGY INC.
          (Former name or former address, if changed since last report)

                         Resident Agents of Nevada, Inc.
                           711 S. Carson Street, Ste 4
                            Carson City, Nevada 89701
                                  775 882 4641
            (Name, address and telephone number of agent for service)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. Yes [X] 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          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). Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 60,000,000 shares as of December 8,
2009
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                                 Balance Sheets
                          (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                           October 31,         April 30,
                                                              2009               2009
                                                            --------           --------
                                                                               (Audited)
<S>                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                      $  7,048           $  7,157
                                                            --------           --------
      Total Current Assets                                     7,048              7,157
                                                            --------           --------

      Total  Assets                                         $  7,048           $  7,157
                                                            ========           ========

                                  LIABILITIES

CURRENT LIABILITIES
  Accounts Payable and Accrued Liabilities                  $  3,368           $    429
  Due to Related Parties                                      14,975                 --
                                                            --------           --------

      Total Liabilities                                       18,343                429
                                                            --------           --------

                              STOCKHOLDERS' EQUITY

Common Stock
  150,000,000 authorized shares, par value $0.001
  60,000,000 shares issued and outstanding                    60,000             60,000
Additional Paid-in-Capital                                        --                 --
Deficit accumulated during exploration stage                 (71,295)           (53,272)
                                                            --------           --------
      Total Stockholders' Equity                             (11,295)             6,728
                                                            --------           --------

      Total Liabilities and Stockholders' Equity            $  7,048           $  7,157
                                                            ========           ========
</TABLE>


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

                                       2
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                            Statements of Operations
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                             Period from
                                             For the         For the         For the         For the        March 14, 2007
                                           Three Months    Three Months     Six Months      Six Months   (Date of inception)
                                              Ended           Ended           Ended           Ended            through
                                            October 31,     October 31,     October 31,     October 31,       October 31,
                                               2009            2008            2009            2008              2009
                                            -----------     -----------     -----------     -----------       -----------
                                            (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                         <C>             <C>             <C>             <C>               <C>
REVENUES:
  Revenues                                 $         --     $         --    $         --    $         --     $         --
                                           ------------     ------------    ------------    ------------     ------------
      Total Revenues                                 --               --              --              --               --
                                           ------------     ------------    ------------    ------------     ------------
EXPENSES:
  Operating Expenses
    Impairment of mineral property                   --               --              --              --            8,650
    Exploration                                      --               --              --              --            7,880
    General and Administrative                    1,260            1,080           1,689           1,615           11,344
    Rent and Administrative Paid to
     Related Party                                4,599               --           9,138              --           18,930
    Professional Fees                             3,695              440           7,196           3,440           24,491
                                           ------------     ------------    ------------    ------------     ------------
      Total Expenses                       $      9,554            1,520          18,023           5,055           71,295
                                           ------------     ------------    ------------    ------------     ------------

Net loss from Operations                         (9,554)          (1,520)        (18,023)         (5,055)         (71,295)

PROVISION FOR INCOME TAXES:
  Income Tax Expense                                 --               --              --              --               --
                                           ------------     ------------    ------------    ------------     ------------

Net Income (Loss) for the period           $     (9,554)    $     (1,520)   $    (18,023)   $     (5,055)    $    (71,295)
                                           ============     ============    ============    ============     ============

Basic and Diluted Earnings Per
 Common Share                                     (0.00)           (0.00)          (0.00)          (0.00)
                                           ------------     ------------    ------------    ------------

Weighted Average number of Common Shares     60,000,000       60,000,000      60,000,000      60,000,000
 used in per share calculations            ============     ============    ============    ============
</TABLE>


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

                                       3
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                       Statements of Stockholders' Equity
       For the period from March 14, 2007 (inception) to October 31, 2009
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                            Deficit During
                                                                   $0.001        Paid-In     Exploration     Stockholders'
                                                    Shares        Par Value      Capital        Stage           Equity
                                                    ------        ---------      -------        -----           ------
<S>                                               <C>           <C>           <C>             <C>             <C>
Balance, March 14, 2007 (Date of Inception)               --      $     --      $     --      $      --       $      --

Stock Issued for cash at $0.001 per share         30,000,000        30,000       (15,000)             --          15,000
 on April 28, 2007

Net Loss for the Period                                   --            --            --        (15,890)        (15,890)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2007                           30,000,000        30,000       (15,000)       (15,890)           (890)

Stock Issued for cash at $0.003 per share         30,000,000        30,000        15,000             --          45,000
 on July 31, 2007

Net Loss for the Period                                   --            --            --        (16,112)        (16,112)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2008                           60,000,000        60,000            --        (32,002)         27,998

Net Loss for the Period                                   --            --            --        (21,270)        (21,270)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2009                           60,000,000        60,000            --        (53,272)          6,728

Net Loss for the Period                                   --            --            --        (18,023)        (18,023)
                                                 -----------      --------      --------      ---------       ---------

Balance, October 31, 2009                         60,000,000      $ 60,000      $     --      $ (71,295)      $ (11,295)
                                                 ===========      ========      ========      =========       =========
</TABLE>


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

                                       4
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                           Period from
                                                       For the            For the         March 14, 2007
                                                     Three Months        Six Months    (Date of inception)
                                                        Ended              Ended             through
                                                      October 31,        October 31,        October 31,
                                                         2009               2009               2009
                                                       --------           --------           --------
<S>                                                    <C>                <C>                <C>
OPERATING ACTIVITIES:
  Net Loss                                             $ (9,554)          $(18,023)          $(71,295)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Impairment of mineral property                          --                 --              8,650
     Accounts payable and accrued liabilities             1,426              2,939              3,368
                                                       --------           --------           --------
Net Cash Used in Operating Activities                    (8,128)           (15,084)           (59,277)
                                                       --------           --------           --------
INVESTING ACTIVITIES:
  Mineral property acquisition cost                          --                 --             (8,650)
                                                       --------           --------           --------
Net Cash Used in Investing Activities                        --                 --             (8,650)
                                                       --------           --------           --------
FINANCING ACTIVITIES:
  Amounts due to related parties                         14,975             14,975             14,975
  Common Stock issued for cash                               --                 --             60,000
                                                       --------           --------           --------
Net Cash Provided from Financing Activities              14,975             14,975             74,975
                                                       --------           --------           --------

Increase (decrease) in Cash                               6,847               (109)             7,048
                                                       --------           --------           --------

Cash, Beginning of the period                               201              7,157                 --
                                                       --------           --------           --------

Cash, End of the period                                $  7,048           $  7,048           $  7,048
                                                       ========           ========           ========

Supplemental Information:
  Taxes paid                                           $     --           $     --           $     --
                                                       ========           ========           ========

  Interest paid                                        $     --           $     --           $     --
                                                       ========           ========           ========
</TABLE>


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

                                       5
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

THE COMPANY'S HISTORY - American Eagle Energy Inc.  (hereinafter  referred to as
the  "Company" or "American  Eagle  Energy")  was  incorporated  in the State of
Nevada  as  Yellow  Hill  Energy  Inc.  on  March  14,  2007  to  engage  in the
acquisition,  exploration  and  development  of natural  resource  properties of
merit.  On October  5,  2009,  we filed,  with the  Nevada  Secretary  of State,
documents to effect a change of name from "Yellow Hill Energy Inc." to "American
Eagle Energy Inc.", by way of a merger with our wholly owned subsidiary American
Eagle Energy Inc.,  which was formed solely for the change of name.  The Company
completed its prospectus  offering of 30,000,000  shares of the Company's common
stock at a price of $0.0015 per share for gross  proceeds of $45,000 on July 31,
2007. The Company acquired mineral claims during the initial period ending April
30, 2007. During the period ended July 31, 2008, the Company did not renew their
mineral claims.

On September 9, 2008 Craig Lindsay  resigned as our president,  chief  financial
officer and director and Sean Mitchell resigned as our secretary,  treasurer and
director.  As a  result  on  September  9,  2008 we  appointed  Jay  Jhaveri  as
president,  secretary,  treasurer,  director and chief financial  officer of our
company. Our board of directors now consists of Jay Jhaveri.

On September 9, 2008 the Company moved our operations to 10B Time Centre,  53-55
Hollywood Road,  Central,  Hong Kong and Jay Jhaveri  performs all our corporate
and administrative operations.

On October 14,  2009,  our board of  directors  approved a forward  split of our
company's  stock on a 1 old for 2 new basis,  such that our  authorized  capital
shall increase from 75,000,000 shares of common stock with a par value of $0.001
to  150,000,000  shares  of  common  stock  with  a par  value  of  $0.001  and,
correspondingly,  our  issued  and  outstanding  shares  of common  stock  shall
increase from 30,000,000  shares of common stock to 60,000,000  shares of common
stock.  The  effective  date with respect to the forward stock split was October
26, 2009.

THE COMPANY TODAY - The Company is currently a development  stage  company.  Our
purpose has been to serve as a vehicle to acquire an  operating  business and we
are currently  considered a "shell"  company  inasmuch as we are not  generating
revenues, do not own an operating business, and have no specific plan other than
to engage in a merger or  acquisition  transaction  with a yet-to-be  identified
operating company or business. We have no employees and no material assets.

                                       6
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada  Secretary  of State on March 14,  2007,  indicating  Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator.  The initial
list of officers  filed with the Nevada  Secretary  of State on April 13,  2007,
indicates Craig T. Lindsay as the President and Treasurer;  and Sean Mitchell as
Secretary and Director.

On September 9, 2008 Craig Lindsay  resigned as our president,  chief  financial
officer and director and Sean Mitchell resigned as our secretary,  treasurer and
director.  As a  result  on  September  9,  2008 we  appointed  Jay  Jhaveri  as
president,  secretary,  treasurer,  director and chief financial  officer of our
company.  Jay Jhaveri performs all our corporate and administrative  operations.
Our board of directors now consists of Jay Jhaveri.

GOING CONCERN - The Company's financial  statements are prepared using generally
accepted  accounting  principles in the United States of America applicable to a
going concern which  contemplates  the  realization of assets and liquidation of
liabilities  in  the  normal  course  of  business.  The  Company  has  not  yet
established  an ongoing  source of revenues  sufficient  to cover its  operating
costs and allow it to continue as a going concern. The ability of the Company to
continue  as a going  concern is  dependent  on the Company  obtaining  adequate
capital to fund operating losses until it becomes profitable.  If the Company is
unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going  concern,  the  Company  will need,  among other
things,  additional  capital  resources.  Management's  plan is to  obtain  such
resources for the Company by obtaining  capital from  management and significant
shareholders  sufficient  to meet its  minimal  operating  expenses  and seeking
equity and/or debt financing.  However  management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  successfully  accomplish  the  plans  described  in  the  preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

YEAR END - The Company's year end is April 30.

                                       7
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

USE OF ESTIMATES - The  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME TAXES - The Company accounts for its income taxes by recognizing deferred
tax  assets  and  liabilities  for  future  tax  consequences   attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective tax basis and tax credit carry forwards.
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.
The effect on deferred  tax assets and  liabilities  of a change in tax rates is
recognized in operations in the period that includes the enactment date.

The Company has net  operating  loss  carryover to be used for  reducing  future
year's taxable  income.  The Company has recorded a valuation  allowance for the
full  potential  tax  benefit  of  the  operating  loss  carryovers  due  to the
uncertainty regarding realization.

NET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the
net loss available to common stockholders for the period by the weighted average
number of shares of common stock outstanding  during the period. The calculation
of diluted net loss per share gives effect to common stock equivalents; however,
potential common shares are excluded if their effect is  anti-dilutive.  For the
period from March 14, 2007 (Date of  Inception)  through  October 31, 2009,  the
Company had no potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

LONG-LIVED ASSETS - The carrying value of intangible assets and other long-lived
assets  is  reviewed  on  a  regular   basis  for  the  existence  of  facts  or
circumstances that may suggest  impairment.  The Company  recognizes  impairment
when the sum of the  expected  undiscounted  future  cash flows is less than the
carrying  amount of the asset.  Impairment  losses,  if any, are measured as the
excess of the carrying amount of the asset over its estimated fair value.

                                       8
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception  on March 14,  2007 and has not yet  realized  any  revenues  from its
planned operations,  being the acquisition and exploration of mining properties.
Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially capitalized when incurred.  The Company assesses
the carrying  costs for  impairment at each fiscal quarter end. When it has been
determined that a mineral property can be economically  developed as a result of
establishing  proven and probable  reserves,  the costs then incurred to develop
such  property,  are  capitalized.  Such  costs  will  be  amortized  using  the
units-of-production  method over the estimated life of the probable reserve.  If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.

RECENT  ACCOUNTING  PRONOUNCEMENTS  - In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interest in Consolidated Financial Statements,  an amendment
of ARB No. 51 ("SFAS No. 160"),  which will change the  accounting and reporting
for  minority  interests,   which  will  be  recharacterized  as  noncontrolling
interests  and  classified  as a  component  of equity  within the  consolidated
balance  sheets.  SFAS No. 160 is effective  as of the  beginning of an entity's
first fiscal year beginning on or after December 15, 2008.  Earlier  adoption is
prohibited.  Management  has  not  determined  the  effect  that  adopting  this
statement  would  have  on  the  Company's  financial  position  or  results  of
operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed  following existing GAAP.  Management has
not  determined  the  effect  that  adopting  this  statement  would have on the
Company's financial position or results of operations.

                                       9
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, The Fair Value  Option for  Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. As of October 31, 2009, the
Company has not adopted this  statement and  management  has not  determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities",  an amendment  of SFAS No. 133.  SFAS 161
applies to all derivative  instruments and  non-derivative  instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42of
SFAS 133 and  related  hedged  items  accounted  for under  SFAS  133.  SFAS 161
requires entities to provide greater transparency through additional disclosures
about  how  and  why an  entity  uses  derivative  instruments,  how  derivative
instruments  and related  hedged items are  accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows. We
do not expect that the  adoption of SFAS 161 will have a material  impact on our
financial condition or results of operation.

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - an  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This Statement  requires expanded  disclosures about
financial   guarantee  insurance   contracts.   The  accounting  and  disclosure
requirements  of the Statement will improve the quality of information  provided
to users of  financial  statements.  SFAS 163 will be  effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2008.  The
Company does not expect the adoption of SFAS 163 will have a material  impact on
its financial condition or results of operation.

                                       10
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

In April  2009,  the  FASB  issued  FSP No.  FAS  107-1  and APB  28-1,  Interim
Disclosures  about Fair Value of  Financial  Instruments.  This FSP amends  FASB
Statement No. 107,  Disclosures  about Fair Value of Financial  Instruments,  to
require  disclosures  about  fair value of  financial  instruments  for  interim
reporting  periods of publicly traded  companies as well as in annual  financial
statements.  This  FSP  also  amends  APB  Opinion  No.  28,  Interim  Financial
Reporting,  to require those disclosures in summarized financial  information at
interim  reporting  periods.  This FSP shall be effective for interim  reporting
periods  ending after June 15, 2009. The company does not have any fair value of
financial instruments to disclose and accordingly,  does not expect the adoption
of this standard to have a material effect on its financial statements.

In June 2009,  the  Securities  and  Exchange  Commission's  Office of the Chief
Accountant  and Division of Corporation  Finance  announced the release of Staff
Accounting  Bulletin  (SAB) No. 112. This staff  accounting  bulletin  amends or
rescinds portions of the interpretive  guidance included in the Staff Accounting
Bulletin Series in order to make the relevant  interpretive  guidance consistent
with current  authoritative  accounting and auditing guidance and Securities and
Exchange Commission rules and regulations.  Specifically,  the staff is updating
the Series in order to bring  existing  guidance  into  conformity  with  recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
financial  Accounting Standards No. 141 (revised 2007),  Business  combinations,
and  Statement  of  Financial  Accounting  Standards  No.  160,  Non-controlling
Interests  in  Consolidated  Financial  Statements.   The  statements  in  staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the  Commission's  official  approval.  They represent
interpretations  and practices  followed by the Division of Corporation  Finance
and  the  Office  of  the  Chief  Accountant  in  administering  the  disclosure
requirements of the Federal securities laws.

Management  believes  recently  issued  accounting  pronouncements  will have no
impact on the financial statements of American Eagle Energy.

2. PROPERTY AND EQUIPMENT

As of October 31, 2009, the Company does not own any property and/or equipment.

3. MINERAL PROPERTY

During the year ended April 30,  2008,  the Company did not renew their  mineral
claims.

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                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


4. STOCKHOLDER'S EQUITY

The Company was incorporated originally with 75,000,000 shares authorized with a
par value of $0.001 per share.

On October 14,  2009,  our board of  directors  approved a forward  split of our
company's  stock on a 1 old for 2 new basis,  such that our  authorized  capital
shall increase from 75,000,000 shares of common stock with a par value of $0.001
to  150,000,000  shares  of  common  stock  with  a par  value  of  $0.001  and,
correspondingly,  our  issued  and  outstanding  shares  of common  stock  shall
increase from 30,000,000  shares of common stock to 60,000,000  shares of common
stock.  The  effective  date with respect to the forward stock split was October
26, 2009.

Unless otherwise noted, all references in the financial statements to numbers of
shares of common stock and weighted average number of common shares  outstanding
have been restated to reflect the October 14, 2009 forward stock split.

Effective April 28, 2007, a total of 30,000,000  shares of the Company's  common
stock  were  issued to the sole  director  of the  Company  pursuant  to a stock
subscription agreement at $0.0005 per share for total proceeds of $15,000.

Effective  July 31, 2007, a total of 30,000,000  shares of the Company's  common
stock were issued pursuant to stock subscription agreements at $0.0015 per share
for total proceeds of $45,000.

5. RELATED PARTY TRANSACTIONS

We  currently  utilize  office space at the office of Axonus Asia  Limited,  10B
TimeCentre,  53-55 Hollywood  Road,  Central,  Hong Kong. Jay Jhaveri,  the sole
office rand  director of the Company,  is a principal  and sole  shareholder  of
Axonus Asia Limited. Axonus Asia Limited is paid a total of $1,500 per month for
providing  facilities that include office space,  telephone services,  facsimile
services, computer and office equipment. For the period ending October 31, 2009,
Axonus  Asia  Limited  has charged the Company a total of $9,138 for office rent
and corporate services. $1,513 of this amount is recorded as accounts payable at
October 31, 2009.

During the quarter  ended October 31, 2009,  the Company  obtained a loan in the
amount of $14,975 from the Director of the Company.  The loan is unsecured,  non
interest bearing and has no specific terms of repayment.

                                       12
<PAGE>
                           AMERICAN EAGLE ENERGY INC.
                       (formerly Yellow Hill Energy Inc.)
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


6. STOCK OPTIONS

As of October 31, 2009, the Company does not have any stock options outstanding,
nor  does  it have  any  written  or  verbal  agreements  for  the  issuance  or
distribution of stock options at any point in the future.

7. ADVERTISING

The  Company  will  expense its  advertising  when  incurred.  There has been no
expenditures on advertising since inception.

8. SUBSEQUENT EVENTS

The Company had no significant subsequent events as at the date of this report.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We are an exploration stage company and have generated no revenues.

We incurred operating expenses of $9,554 for the three month period ended
October 31, 2009. For the same period in 2008 our operating expenses were
$1,520. These expenses consisted of general operating expenses incurred in
connection with the day to day operation of our business and the preparation and
filing of our periodic reports.

Our net loss for from inception (March 14, 2007) through October 31, 2009 was
$71,295.

On October 5, 2009, we filed, with the Nevada Secretary of State, documents to
effect a change of name from "Yellow Hill Energy Inc." to "American Eagle Energy
Inc.", by way of a merger with our wholly owned subsidiary American Eagle Energy
Inc., which was formed solely for the change of name. The name change became
effective with the Over-the-Counter Bulletin Board at the opening for trading on
October 14, 2009 under the new stock symbol "AMRE".

On October 14, 2009, our board of directors approved a forward split of our
company's stock on a 1 old for 2 new basis, such that our authorized capital
increased from 75,000,000 shares of common stock with a par value of $0.001 to
150,000,000 shares of common stock with a par value of $0.001 and,
correspondingly, our issued and outstanding shares of common stock increased
from 30,000,000 shares of common stock to 60,000,000 shares of common stock. The
forward split became effective with the Over-the-Counter Bulletin Board at the
opening for trading on October 26, 2009 under the new stock symbol "AMZG".

In their report on our audited financial statements as at April 30, 2009, our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.

The following table provides selected financial data about our company for the
period from the date of incorporation through October 31, 2009.

                    Balance Sheet Data:          10/31/2009
                    -------------------          ----------

                    Cash                          $  7,048
                    Total assets                  $  7,048
                    Total liabilities             $ 18,343
                    Shareholders' equity          $(11,295)

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at October 31, 2009 was $7,048 with outstanding liabilities
of $18,343. If we experience a shortage of cash for operations, funds may be
loaned to or invested in us by our stockholders, management or other investors.

                                       14
<PAGE>
PLAN OF OPERATION

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a Merger Target") desiring the perceived advantages of becoming
a publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

A common reason for a Merger Target to enter into a merger with us is the desire
to establish a public trading market for its shares. Such a company would hope
to avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities law that regulate initial public
offerings.

As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.

We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

     (i)  filing of Exchange Act reports, and
     (ii) costs relating to identifying and consummating a transaction with a
          Merger Target.

We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

                                       15
<PAGE>
Our officer and director are only required to devote a small portion of their
time (less than 10%) to our affairs on a part-time or as-needed basis. No
regular compensation has, in the past, nor is anticipated in the future, to be
paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.

We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.

Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officer and director.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                       16
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended April 30, 2008 a
going concern qualification in the registrant's audited financial statements.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.

In a letter dated September 2, 2009 the registrant was advised by the Securities
and Exchange Commission that the Public Company Accounting Oversight Board
(PCAOB) had revoked the registration of Moore and Associates, Chartered on
August 27, 2009 because of violations of PCAOB rules and auditing standards in
auditing the financial statements, PCAOB rules and qulity controls standards,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a Board investigation.

As Moore and Associates, Chartered is no longer registered with the PCAOB; the
registrant may no longer include Moore and Associates, Chartered's audit reports
or consents in filings with the Commission made on or after August 27, 2009. If
Moore and Associates, Chartered audited a year that we are required to include
in our filings with the Commission, we are required to have Seale and Beers,
CPA's, our new independent accountant, re-audit that year. On October 23, 2009
we filed an amended annual report on Form 10-K/A that included financials
re-audited by Seale and Beers, CPA's for the years ended April 30, 2009 and
2008.

The registrant requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. On October 9, 2009, Moore and Associates
declined our request for the letter.

b) On August 7, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim

                                       17
<PAGE>
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-143626, at the SEC
website at www.sec.gov:

     Exhibit No.                       Description
     -----------                       -----------

        3.1          Articles of Incorporation*
        3.2          Bylaws*
       31.1          Sec. 302 Certification of Chief Executive Officer
       31.2          Sec. 302 Certification of Chief Financial Officer
       32.1          Sec. 906 Certification of Chief Executive Officer
       32.2          Sec. 906 Certification of Chief Financial Officer

                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

December 8, 2009             American Eagle Energy Inc., Registrant


                                 /s/ Jay Jhaveri
                                 -----------------------------------------------
                             By: Jay Jhaveri
                                 (Chief Executive Officer, Secretary & Director)

In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.


/s/ Jay Jhaveri                                                 December 8, 2009
-------------------------------------                           ----------------
Jay Jhaveri, President & Director                                      Date
(Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer)

                                       18