UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





(Amendment
No. 1)





x   ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2009





OR





 ̈   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission
file no.  0-30502





JOHN
D. OIL AND GAS COMPANY


(Exact
name of Registrant as specified in its charter)





MARYLAND
                  
                  94-6542723(State
      or other jurisdiction of  incorporation or
      organization)
                  
                  (I.R.S.
      Employer Identification
No.)





8500 STATION STREET, SUITE
345, MENTOR, OHIO 44060


(Address
of principal executive office)





Registrant’s
telephone number, including area code:   (440)
255-6325





Securities
registered pursuant to Section 12(b) of the Exchange
Act:  NONE


Securities
registered pursuant to Section 12(g) of the Exchange Act:  SHARES OF
COMMON STOCK





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in rule 405 of the
Securities Act. Yes ̈Nox





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act Yes ̈Nox





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. YesxNo ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files.) Yes ̈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 filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated filer  ̈    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  ̈ No
x





On March
18, 2010, the aggregate market value of the voting and non-voting common equity
held by non-affiliates was $427,644 computed as the average bid and asked price
of $.08 per share times the total shares held by non-affiliates of
5,345,549.  The Registrant had 9,067,090 shares of common stock
outstanding on March 18, 2010.





DOCUMENTS
INCORPORATED BY REFERENCE: None





EXPLANATION
OF AMENDMENT





John D.
Oil and Gas Company is filing this Form 10-K/A as Amendment No. 1 (the
“Amendment”) to its Annual Report on Form 10-K for the year ended December 31,
2009 (the “Annual Report”) filed with the Securities and Exchange Commission on
March 29, 2010 for the purpose of including the following portions of the John
D. Oil and Gas Company’s Annual Report that were incorporated by
reference:





Item 10 —
Directors, Executive Officers and Corporate Governance





Item 11 —
Executive Compensation





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





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





Item 14 —
Principal Accountant Fees and Services





Except as
described above, no other amendments are being made to the Annual
Report.  This Amendment does not reflect events occurring after the
March 29, 2010 filing of the Annual Report, or modify or update the disclosure
contained in the Annual Report in any way other than as required to reflect the
additions discussed above and reflected below.





PART
III





ITEM
10.  Directors, Executive Officers and Corporate
Governance.





Directors and Executive
Officers.  Below are the names, ages, positions and certain
other information concerning our current directors and executive
officers:





Richard M. Osborne, 64, has
been chairman, chief executive officer and a director of John D. Oil and Gas
since September 1998.  He has been a director since 2003, chairman of
the board since 2005 and chief executive officer since November 2007 of Energy,
Inc., a publicly-held public utility company in Great Falls, Montana. He is the
president and chief executive officer of OsAir, Inc., a company he founded in
1963, which operates as a property developer and manufacturer of industrial
gases for pipeline delivery. From 2006 to February 2009 he was a director of
Corning Natural Gas Corporation, a publicly-held public utility company in
Corning, New York and from September 2008 to January 2009 he was a director of
PVF Capital Corp., a publicly-held holding company for Park View Federal Savings
Bank in Solon, Ohio.  Richard Osborne’s background as chairman and
chief executive officer of various public companies and many years of experience
owning and managing companies in energy and utility related industries provides
the board with invaluable management and operational direction.





Gregory J. Osborne, 31, has
been president and chief operating officer of John D. Oil and Gas since April
2006 and a director since February 2006.  From 2003 until joining John
D. Oil and Gas, he was president of Great Plains Exploration LLC, an oil and gas
exploration company based in Mentor, Ohio that owns and operates oil and gas
wells. From 2001 until joining Great Plains, he served as executive vice
president of Orwell Natural Gas Company, a regulated gas public utility company
operating in Ohio.  He is a director of Energy, Inc., a publicly-held
public utility company in Great Falls, Montana and Corning Natural Gas
Corporation, a publicly-held public utility company in Corning, New York, and a
trustee of the Ohio Oil and Gas Association.  He is the son of Richard
Osborne, our chairman and chief executive officer. Gregory Osborne’s managerial
experience and service on the board of various energy related companies provides
the board with a wide range of industry specific knowledge.





Thomas J. Smith,66, has been
a director of John D. Oil and Gas since 1998.  In November 2007, he
was appointed vice president and chief financial officer of Energy, Inc., a
publicly-held public utility company in Great Falls, Montana.  He also
served as Energy, Inc.’s interim president from August 2007 to November 2007 and
has been a director of Energy, Inc. since 2003.  From 1999 to 2006, he
served as our president and chief operating officer. He is a director of Corning
Natural Gas Corporation, a publicly-held public utility company in Corning, New
York and PVF Capital Corp., a publicly-held holding company for Park View
Federal Savings Bank in Solon, Ohio.  Mr. Smith’s financial and
disclosure experience gained as the chief financial officer of publicly-held
companies, as well as his experience as a director of energy and utility related
companies provides extensive specialized knowledge and expertise to our
board.








C. Jean Mihitsch,62, has
been chief financial officer and assistant secretary of John D. Oil and Gas
since January 2004.  Prior to joining John D. Oil and Gas, from 1998
to 2003, Ms. Mihitsch held the position of chief financial officer at GLB
Bancorp, Inc., a publicly-held bank holding company.   Ms.
Mihitsch joined Great Lakes Bank, GLB Bancorp’s subsidiary, in 1995 as
controller and has over 20 years of financial experience.





Section 16(a) Beneficial Ownership
Reporting Compliance.Section 16(a) of the
Securities Exchange Act of 1934 requires our directors and executive officers,
and persons who own more than 10% of our common stock, to file with the
Securities and Exchange Commission (SEC) initial reports of ownership and
reports of changes in ownership of our  common stock.  Our
officers, directors and greater than 10% stockholders are required by the SEC to
furnish us with copies of all Section 16(a) forms they file.  Based
solely on review of copies of reports furnished to us or written representations
that no reports were required, we believe that all Section 16(a) filing
requirements were met timely in 2009.





Code of Business Conduct and
Ethics.  We have adopted a code of conduct and ethics that
applies to all officers, directors and employees of John D. Oil and Gas,
including our principal executive officer, principal financial officer,
principal accounting officer, and any person performing similar
functions.  A copy of the code is available on our website at www.johndoilandgas.com.
Any amendments or waivers to our code of conduct and ethics that apply to our
chief executive officer or chief financial officer will be promptly disclosed to
our stockholders.





Audit
Committee.  Prior to August 26, 2009, our audit committee was
comprised of independent directors Steven A. Calabrese, Richard T. Flenner and
Mark D. Grossi, who served as the audit committee financial
expert.  On August 26, 2009, each of our audit committee members,
along with our other independent directors, namely Terence P.  Coyne
and Marc C. Krantz, resigned from the board of directors along with James R.
Smail.  Following those resignations, we currently have only three
directors (Richard M. Osborne, Gregory J. Osborne and Thomas J. Smith), none of
whom are independent pursuant to applicable laws and regulations and listing
standards of NASDAQ.  Currently, our board does not have a
separately-designated audit committee and the entire board acts as the audit
committee.  Mr. Smith would qualify as an “audit committee financial
expert” but he is not independent.








ITEM
11.  Executive Compensation.





Director and Executive Officer
Compensation Decisions.Our chairman and chief
executive officer generally determines the compensation for our executive
officers and compensation is then approved by the full board.  We do
not have a compensation committee.  Our board believes a compensation
committee is not necessary because of the level and type of compensation paid to
our executive officers and because executive officer compensation is approved by
our full board. The compensation of our
outside directors was also approved by our full board. The board also
administers our Amended and Restated 1999 Stock Option and Award
Plan.





Summary Compensation
Table.  The following table summarizes the compensation paid by
us to our chairman and chief executive officer and any other executive officer
receiving more than $100,000 in total compensation annually.







Name and
                              Principal Position
                            
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            All Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)Richard
      M. Osborne, Chairman
                            
                            2009
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —and
      Chief Executive Officer*
                            
                            2008
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —Gregory
      J. Osborne, President
                            
                            2009
                            
                            
                            110,000
                            
                            
                            
                            2,000
                            
                            
                            
                            —
                            
                            
                            
                            112,000and
      Chief Operating Officer
                            
                            2008
                            
                            
                            103,654
                            
                            
                            
                            2,000
                            
                            
                            
                            —
                            
                            
                            
                            105,654





* Richard
Osborne does not receive compensation for serving as our chairman and chief
executive officer.





Executive Officer Outstanding Equity
Awards at December 31, 2009.None of our executive
officers had any outstanding equity awards at December 31, 2009.





Executive Officer Employment
Agreements.None of our executive
officers has an employment agreement with us.








Director Compensation.The following table
summarizes information with respect to the compensation granted to those
individuals who served as directors during 2009.  In 2009, we paid
each director who was not one of our employees or our legal counsel a fee of
$500 in cash for each board meeting attended.   Directors did not
receive additional compensation for serving on a committee of the
board.  As executive officers of John D. Oil and Gas, Richard Osborne
and Gregory Osborne are included in our summary compensation table and,
therefore, are not included in this table.  As former president and
chief operating officer of John D. Oil and Gas, Mr. Smith does not receive
compensation for serving on our board.





Name
                  
                  Fees Earned or
                    Paid in Cash
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  All Other
                    Compensation
                    ($)
                  
                  
                  Total
                    ($)Steven
      A. Calabrese*
                  
                  
                  3,500
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  3,500Terence
      P. Coyne*
                  
                  
                  3,500
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  3,500Richard
      T. Flenner*
                  
                  
                  2,500
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,500Mark
      D. Grossi*
                  
                  
                  2,500
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,500Marc
      C. Krantz*
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —James
      R. Smail*
                  
                  
                  3,000
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  3,000Thomas
      J. Smith
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —





* These
directors resigned on August 26, 2009.





ITEM
12.  Security Ownership of Certain Beneficial Owners and
Management.





The
following table sets forth the amount and nature of the beneficial ownership of
our common stock as of March 29, 2010 by each person known by us to own more
than 5% of the outstanding shares, each director, each executive officer in our
summary compensation table, and all our current directors and executive officers
as a group.




Beneficial Ownership(1)Name and Address(2)
                                                    
                                                    Shares
                                                    
                                                    
                                                    Options(3)
                                                    
                                                    
                                                    Convertible
                                                      Securities
                                                    
                                                    
                                                    Total
                                                    
                                                    
                                                    PercentRichard
      M. Osborne
                                                    
                                                    
                                                    3,654,541
                                                    (4)
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    1,021,966
                                                    (5)
                                                    
                                                    
                                                    4,676,507
                                                    (6)
                                                    
                                                    
                                                    46.4
                                                    %Richard
      A. Bonner
                                                      PO
      Box
      1359
                                                      Middlefield,
      Ohio 44062
                                                    
                                                    
                                                    500,000
                                                    (7)
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    250,000
                                                    (8)
                                                    
                                                    
                                                    750,000
                                                    (7)(8)
                                                    
                                                    
                                                    8.0
                                                    %S&A
      Investments
                                                      10474
      Broadview Road
                                                      Broadview
      Heights, Ohio 44147
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    500,000
                                                    (9)
                                                    
                                                    
                                                    500,000
                                                    (9)
                                                    
                                                    
                                                    5.2
                                                    %Gregory
      J. Osborne
                                                    
                                                    
                                                    151,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    151,000
                                                    
                                                    
                                                    
                                                    1.7
                                                    %Thomas
      J. Smith
                                                    
                                                    
                                                    62,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    6,852
                                                    (10)
                                                    
                                                    
                                                    68,852
                                                    (10)
                                                    
                                                    
                                                    *All
      directors and officers as a group (4 individuals)


* less
than 1%








(1)
Unless otherwise indicated, we believe that all persons named in the table have
sole investment and voting power over the shares of common stock
owned.




(2)
Unless otherwise indicated, the address of each of the beneficial owners
identified is c/o John D. Oil and Gas Company, 8500 Station Street, Suite 345,
Mentor, Ohio 44060.




(3)
Includes options to purchase shares that are presently or will become
exercisable in 60 days.




(4)
Includes (1) 3,503,541 shares owned by the Richard M. Osborne Trust, an Ohio
trust of which Richard Osborne is the sole trustee, and (2) 151,000 shares owned
by Gregory Osborne which Richard Osborne has the right to vote.




(5)
Includes (1) 5,188,528 limited partnership interests of LSS I Limited
Partnership, a Delaware limited partnership, owned by Richard Osborne that are
presently convertible into 714,537 shares of our common stock, (2) 1,869,292
limited partnership interests of LSS I owned by Retirement Management Company,
of which Richard Osborne is the sole stockholder, that are presently convertible
into 257,429 shares of our common stock and (3) 50,000 warrants to purchase
50,000 shares of common stock that are presently exercisable.




(6)
Includes (1) 3,503,541 shares owned by the Richard M. Osborne Trust, (2) 151,000
shares owned by Gregory Osborne which Richard Osborne has the right to vote, (3)
limited partnership interests of LSS I owned by Richard Osborne that are
presently convertible into 714,537 shares of our common stock, (4) limited
partnership interests of LSS I owned by Retirement Management Company that are
presently convertible into 257,429 shares of our common stock, and (5) warrants
to purchase 50,000 shares of common stock that are presently
exercisable.




(7) Based
solely on information in the Schedule 13D filed with the SEC on May 11,
2006.




(8)
Includes 250 shares of our Series A convertible preferred stock that are
presently convertible into 250,000 shares of our common stock.




(9)
Includes 500 shares of our Series A convertible preferred stock that are
presently convertible into 500,000 shares of our common stock.  Based
solely on information in the Schedule 13D filed with the SEC on February 21,
2007.




(10)
Includes 49,753 limited partnership interests of LSS I owned by Mr. Smith that
are presently convertible into 6,852 shares of our common stock.




Equity
Compensation Plan Information




The
following table summarizes information, as of December 31, 2009, relating to our
Amended and Restated 1999 Stock Option and Award Plan.  The plan
provides for the issuance of up to 300,000 shares of common stock to key
employees, officers and directors.  As of December 31, 2009, there
were 35,000 shares of restricted stock and no options outstanding and the
maximum number of shares available for future grant under the plan was 265,000
shares.  Under the plan, the option price may not be less than 100% of
the common stock fair market value on the date of grant (in the event of
incentive stock options, 110% of the fair market value if the employee owns more
than 10% of our outstanding common stock).





Plan category
                                  
                                  Number of
                                    securities
                                    to be issued upon
                                    exercise of
                                    outstanding options,
                                    warrants and rights
                                  
                                  
                                  Weighted-average
                                    exercise price of
                                    outstanding
                                    options, warrants
                                    and rights
                                  
                                  
                                  Number of
                                    securities
                                    remaining available
                                    for future issuance
                                    under equity
                                    compensation plans
                                    (excluding securities
                                    reflected in column (a))Equity
      compensation plans approved by security holders
                                  
                                  
                                  35,000
                                  
                                  
                                  $
                                  0.65
                                  
                                  
                                  
                                  265,000Equity
      compensation plans not approved by security holders
                                  
                                  
                                  0
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  0Total
                                  
                                  
                                  35,000
                                  
                                  
                                  $
                                  0.65
                                  
                                  
                                  
                                  265,000
  ITEM
13.  Certain Relationships and Related
Transactions.





Richard
M. Osborne, our chairman and chief executive officer, is the sole manager of
Liberty Self-Stor II, Ltd., an Ohio limited liability company, which owns a
truck rental business that provides trucks for short-term rental to the general
public, including tenants of our self-storage facility, and provides for the
retail sale of locks, boxes, packing materials, propane gas and related
merchandise at the self-storage facility.  John D. Oil and Gas has a
cost sharing agreement with Liberty Self-Stor II with respect to the sharing of
employees and space at the offices of the self-storage facility for the benefit
of both companies.  As of December 31, 2009, Liberty Self-Stor II owed
us $727 associated with these transactions, as well as for cash advances between
the companies.





On
December 28, 1999, our stockholders approved the lease of our executive offices
from OsAir, Inc., a company owned by Richard Osborne. The lease had a three year
term maturing on March 31, 2009 for $1,350 per month. The lease was extended on
March 25, 2009 for a three year term at $2,000 per month. As of December 31,
2009, $22,050 of this expense is included in our general and administrative
expenses.





On
September 28, 2006, we entered into an unsecured loan agreement for a line of
credit with a one year term with Richard Osborne and Charter One Bank for up to
$5.0 million dollars in total borrowings with interest at a rate of 1.75% over
LIBOR adjusted monthly.  The Charter One liability was jointly loaned,
so John D. Oil and Gas and Mr. Osborne were each liable for the debt of the
other.  This loan was subsequently revised several times until on
March 28, 2008, we entered into the First Amended and Restated Loan and Security
Agreement with Richard Osborne as co-borrower and Charter One. The loan
agreement extended the maturity date to August 1, 2009, continuing with the
original interest rate calculation of 1.75% over LIBOR adjusted monthly. Under
the agreement, only John D. Oil and Gas could borrow on the line of credit when
any amounts are paid down against the $9.5 million outstanding on the loan. John
D. Oil and Gas and Great Plains Exploration LLC a company owned by Mr. Osborne,
agreed that the related party loan of $3.8 million from Great Plains was
satisfied in full and terminated upon John D. Oil and Gas’ entry into the new
Charter One loan and assumption of the $3.8 million portion of the line of
credit drawn by Mr. Osborne. Therefore, we had $9.5 million in outstanding debt
to Charter One and $0 in outstanding debt to Great Plains at March 31, 2008. As
part of this loan agreement, Mr. Osborne has pledged several real estate
properties that he personally owns, to provide sufficient collateral allowing us
to enter into the loan agreement. We did not meet the reserve collateral
requirements for a $9.5 million loan without additional
collateral.








Our $9.5
million line of credit with Charter One was past due and in default, at December
31, 2009 at a rate of 2.06%.  The average balance during 2008 was $9.5
million and the weighted average interest rate was 6.13%. The average balance
during 2009 was $9.5 million and the weighted average interest rate was
2.12%.  Our $9.5 million line of credit matured on August 1,
2009.  As described more fully in the section of the Form 10-K filed
with the SEC on March 29, 2010 entitled “Legal Proceedings,” Charter One
received a judgment in its favor against John D. Oil and Gas and Mr. Osborne
related to the $9.5 million line of credit.  We do not have the
available cash to repay the line of credit.  In addition, Charter One
has asked the court to appoint a receiver for John D. Oil and Gas.  A
hearing previously scheduled for April 16, 2010 has been delayed to May 7,
2010.





We
entered into an agreement with Richard Osborne for an unsecured revolving demand
note dated January 1, 2006.  Interest is payable annually at the prime
rate with principal being due on demand.  The revolving demand note
does not include an expiration date or a limit on the amount that we may
borrow.  The prime rate at December 31, 2009 was
3.25%.  There were no outstanding balances under the note at December
31, 2009 and 2008, respectively.





At
December 31, 2007, we had entered into loans with Great Plains (a company owned
by Richard Osborne) totaling $3.8 million evidenced by six promissory
notes.  The loans did not include an expiration date or a limit on the
amount that we could borrow.  The notes were payable on demand and
bore interest at the rate of LIBOR plus 1.75% per year.  The Great
Plains notes were satisfied in full and terminated when the Company entered into
the Charter One Loan Agreement on March 28, 2008.  Therefore, we had
$9.5 million in outstanding debt to Charter One and $0 in outstanding debt to
Great Plains at March 31, 2008.





On June
20, 2008, we granted a warrant to purchase 50,000 shares of common stock to
Richard Osborne in return for Mr. Osborne providing collateral for the Charter
One line of credit. The warrant has an exercise price of $1.00 per share and a
term of five years. We had
$1,308 at December 31, 2009 included in accounts receivable from related
parties.  The balances represent amounts owed to us by various
companies owned by Richard Osborne. The amounts primarily relate to cost sharing
in well joint ventures.





Effective
January 1, 2006, we entered into a contract with Great Plains for well
operations and sale of gas and oil production to third parties. On January 12,
2009, this contract was amended to increase the rate the company is charged by
Great Plains for gas gathering, effective as of November 1, 2008.  For
the year ended December 31, 2009 net revenue derived by John D. Oil and Gas from
Great Plains for the sale of oil and natural gas amounted to
$3,519,851.  Expenses for water hauling, service rig and well
management for the year ended December 31, 2009 charged by Great Plains to us
totaled $506,337.  For the year ended December 31, 2009, we paid Great
Plains $170,410 for capitalized costs to manage and drill wells per the
operating agreement.  John D. Oil and Gas also had $462,549 included
in accounts receivable due from Great Plains as of December 31, 2009 for oil and
natural gas sales.  Additionally, we owed Great Plains accounts
payable of $47,144 for drilling, water hauling, service rig and monthly well
management as of December 31, 2009.





On
February 13, 2009, Great Plains loaned us $600,000 to fund our ongoing capital
requirements. On July 25, 2009, this loan, including interest, was fully paid
using the receipt of currently owned production funds and additional advance
monies against the product receivable.





On August
3, 2007, Kykuit Resources, LLC purchased from Hemus, Ltd. a 75% interest in
certain oil, natural gas and mineral rights located in the Montana Breaks area
of Montana.  At the same time, Kykuit and Hemus executed a joint
venture development agreement pursuant to which Kykuit agreed to develop and
operate all of their joint leasehold interests in the Montana
Breaks.  On May 1, 2008, Kykuit entered into an assignment pursuant to
which Hemus assigned all of its remaining rights, title and interest in certain
oil and natural gas and mineral leases located in Montana to Kykuit for
$250,000.  John D. Oil and Gas is the managing member of Kykuit and
currently owns 20.83% of Kykuit.  The current investment by John D.
Oil and Gas in this venture was $705,965 at December 31, 2009.





Richard
Osborne owns interests in Kykuit.  Energy, Inc., a publicly-held
public utility company of which Richard Osborne is the chairman and chief
executive officer and a significant stockholder, also owns an interest in
Kykuit.  Thomas J. Smith, a director of John D. Oil and Gas, is also
vice president, chief financial officer and a director  of Energy,
Inc.





On
February 28, 2006, we entered into a registration rights agreement with the
Richard M. Osborne Trust, of which Richard Osborne is the sole trustee, and any
other stockholders who become parties to the agreement pursuant to its terms,
which provides, among other things, certain piggyback registration rights to the
stockholders who are parties to the agreement and that we will file a
registration statement with the SEC upon the demand of the Osborne
Trust.




We
believe that the terms of the transactions and the agreements described above
are on terms at least as favorable as those which we could have obtained from
unrelated parties.  On-going and future transactions with related
parties will be:








·
            on
      terms at least as favorable as those that we could obtain from unrelated
      parties,


·
            for
      bona fide business purposes, and


·
            approved
      by a majority of disinterested and non-employee
  directors.





Director
Independence.  On August 26, 2009, each of our previously
independent directors, namely Messrs. Calabrese, Coyne, Flenner, Grossi and
Krantz, resigned from the board of directors, along with Mr.
Smail.  Following those resignations, we currently have only three
directors (Richard Osborne, Gregory Osborne and Mr. Smith), none of whom are
independent pursuant to applicable laws and regulations and listing standards of
NASDAQ.





ITEM
14.  Principal Accountant Fees and Services.





Maloney +
Novotny, our independent auditors, billed $96,648 in 2009 and 84,992 in 2008 for
audit fees for the audit of our annual consolidated financial statements, the
review of financial statements included in our quarterly reports on Form 10-Q,
and services that are typically rendered in connection with statutory and
regulatory filings or engagements. Maloney + Novotny did not render any other
services to us in 2009 and 2008.





Audit Committee Pre-Approval
Policies and Procedures.Prior to the resignation
of the audit committee members on August 26, 2009 as described in “Audit
Committee,” the audit committee approved the engagement ofthe auditors engaged by
John D. Oil and Gas to render audit or permissible non-audit
services.  The audit committee also reviewed the scope of any audit
and other assignments given to our auditors to assess whether these assignments
would affect their independence.  In 2009, our audit committee
reviewed all services provided by Maloney + Novotny to ensure that they were
within the scope previously approved by the audit committee.





ITEM
15. Exhibits and Financial Statement Schedules.





31.1
            Principal
      Executive Officer’s Certification pursuant to Section 302 of the Sarbanes
      Oxley Act





31.2
            Principal
      Financial Officer’s Certification pursuant to Section 302 of the Sarbanes
      Oxley Act





SIGNATURES





Pursuant
to the requirements of Section 13 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.





Dated:
      April 29, 2010
              JOHN
      D. OIL AND GAS COMPANYBy:
              /s/ Richard M. OsborneRichard
      M. OsborneChairman
      and Chief Executive Officer(Principal
      Executive Officer)





Pursuant
to the requirements of 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.





Dated:  April
      29, 2010/s/ Richard M. OsborneRichard
      M. OsborneChairman,
      Chief Executive Officer and Director(Principal
      Executive Officer)Dated:  April
      29, 2010/s/ C. Jean MihitschC.
      Jean MihitschChief
      Financial Officer(Principal
      Financial and Accounting Officer)Dated:  April
      29, 2010/s/ Gregory J. OsborneGregory
      J. Osborne, President,Chief
      operating Officer and DirectorDated:  April
      29, 2010/s/ Thomas J. SmithThomas
      J. Smith, Director