##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER 001-31900
 AMERICAN OIL & GAS, INC.
  Nevada
    
    88-0451554(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 th
   Title of Each Class:
    
    Name of Each Exchange on Which Registered:Common Stock, $.001 par value per share
    
    NYSE Amex (formerly American Stock Exchange)
 
 o Yes þ No
 o Yes þ No
 þ Yes o No
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
 June 30, 2008
 April 20, 2009
 DOCUMENTS INCORPORATED BY REFERENCE:




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EXPLANATORY NOTE




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##### Table of Contents



AMERICAN OIL & GAS, INC.
FORM 10-K/A
TABLE OF CONTENTS
 PART IIIItem 10: Directors, Executive Officers and Corporate Governance
    
    
    2Item 11: Executive Compensation
    
    
    4Item 12: Securities Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    10Item 13: Certain Relationships and Related Transactions, and Director Independence
    
    
    11Item 14: Principal Accountant Fees and Services
    
    
    12PART IVItem 15: Exhibits, Financial Statement Schedules
    
    
    12Exhibit 31.1Exhibit 31.2
    1




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PART III
 
 Item 10: Directors, Executive Officers and Corporate Governance
 Board of Directors
  Name
    
    Age
    
    PositionPatrick D. OBrien
    
    
    60
    
    
    Chief Executive Officer and Chairman of the Board of DirectorsAndrew P. Calerich
    
    
    44
    
    
    President, Treasurer and DirectorJon R. Whitney
    
    
    64
    
    
    DirectorC. Scott Hobbs
    
    
    55
    
    
    DirectorNick DeMare
    
    
    54
    
    
    Director
 Patrick D. OBrien
 Andrew P. Calerich
 Jon R. Whitney
  2




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##### Table of Contents



C. Scott Hobbs
 Nick DeMare
 Names of Reporting Issuers
    
    Positions Held
    
    MarketAguila American Resources Ltd.
    
    Director
    
    TSXVAndean American Mining Corp.
    
    Director
    
    TSXVAstral Mining Corp.
    
    Director
    
    TSXVKola Mining Corp.
    
    Director
    
    TSXV, OTCBBSalazar Resources Ltd.
    
    Director
    
    TSXVEnterprise Oilfield Group, Inc.
    
    Director
    
    TSXVGGL Diamond Corp.
    
    Director
    
    TSXVGeoPetro Resources Company
    
    Director
    
    NYSE AmexGolden Peaks Resources Ltd.
    
    Director
    
    TSXVHalo Resources Ltd.
    
    Director, CFO
    
    TSXV, OTCBBLariat Resources Ltd.
    
    Director
    
    TSXVMawson Resources Limited
    
    Director
    
    TSXVMirasol Resources Ltd.
    
    Director
    
    TSXVTinka Resources Limited
    
    Director
    
    TSXVTumi Resources Limited
    
    Director
    
    TSXV, OTCBB
 Executive Officers:
 Joseph B. Feiten th th Petroleum Accounting Principles,
Procedures, & Issues
  3




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Don E. Schroeder
 Peter T. Loeffler
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee
  
 Item 11: Executive Compensation
 Compensation Discussion and Analysis
   4




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Compensation Philosophy
  
    
    Pay competitively to attract, retain and motivate NEOs;
 
    
    Relate total compensation for each NEO to overall company performance as well as
individual performance;
 
    
    Aggregate the elements of total compensation to reflect competitive market requirements
and to address strategic business needs;
 
    
    Expose a portion of each NEOs compensation to risk, the degree of which will positively
correlate to the level of the NEOs responsibility and performance; and
 
    
    Align the interests of our NEOs with those of our stockholders.
 Executive Compensation Program Overview
  
    
    base salary,
 
    
    cash bonuses at the
discretion of our board of directors,
 
    
    long-term incentive compensation, and
 
    
    other welfare and health benefits.
 Base Salary
   
    
    the qualifications, experience and performance of the particular executive officer;
 
    
    the compensation paid to persons having similar duties and responsibilities in other
competitive institutions; and
 
    
    the nature of the Companys business, the complexity of its activities and the
importance of the executives experiences to the success of the business.
  Equity Awards
     5




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Health and Welfare Benefits
  Employment Agreements
  st
  th
 th
   6




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Summary Compensation Table
  Pensions &Stock
    
    
    Option
    
    
    Non-Equity
    
    
    Deferred
    
    
    All OtherName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Incentive Plan
    
    
    Earnings
    
    
    CompensationPosition
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    (A)
    
    
    (A)
    
    
    Compensation
    
    
    (B)
    
    
    (C)
    
    
    TotalPatrick OBrien,
    
    
    2008
    
    
    $
    95,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,393
    
    
    $
    144,393Chief Executive Officer
    
    
    2007
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,986
    
    
    $
    110,9862006
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,158
    
    
    $
    110,158Andrew Calerich,
    
    
    2008
    
    
    $
    180,000
    
    
    $
    30,000
    
    
    
    
    
    
    $
    159,337
    
    
    
    
    
    
    
    
    
    
    $
    28,751
    
    
    $
    398,088President
    
    
    2007
    
    
    $
    151,667
    
    
    $
    25,000
    
    
    
    
    
    
    $
    158,902
    
    
    
    
    
    
    
    
    
    
    $
    25,502
    
    
    $
    361,0712006
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    $
    269,479
    
    
    
    
    
    
    
    
    
    
    $
    20,077
    
    
    $
    384,556Joseph Feiten
    
    
    2008
    
    
    $
    170,000
    
    
    $
    30,000
    
    
    
    
    
    
    $
    50,639
    
    
    
    
    
    
    
    
    
    
    $
    35,816
    
    
    $
    286,455Chief Financial Officer
    
    
    2007
    
    
    $
    161,333
    
    
    $
    20,000
    
    
    
    
    
    
    $
    75,559
    
    
    
    
    
    
    
    
    
    
    $
    12,187
    
    
    $
    269,0792006
    (1)
    
    $
    64,091
    
    
    
    
    
    
    
    
    
    
    $
    132,797
    
    
    
    
    
    
    
    
    
    
    $
    4,322
    
    
    $
    201,210Don Schroeder,
    
    
    2008
    
    
    $
    150,000
    
    
    $
    30,000
    
    
    $
    23,360
    
    
    $
    62,371
    
    
    
    
    
    
    
    
    
    
    $
    27,707
    
    
    $
    293,438VP of Land
    
    
    2007
    (2)
    
    $
    115,568
    
    
    
    
    
    
    $
    49,640
    
    
    $
    79,289
    
    
    
    
    
    
    
    
    
    
    $
    20,330
    
    
    $
    264,8272006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Peter Loeffler,
    
    
    2008
    
    
    $
    165,000
    
    
    $
    30,000
    
    
    $
    116,800
    
    
    $
    58,075
    
    
    
    
    
    
    
    
    
    
    $
    32,413
    
    
    $
    402,288VP of Exploration &
    
    
    2007
    (3)
    
    $
    90,000
    
    
    
    
    
    
    $
    63,267
    
    
    $
    57,812
    
    
    
    
    
    
    
    
    
    
    $
    14,019
    
    
    $
    225,098Development
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (A)
    
    The amounts in these columns reflect the dollar amount expensed for financial statement
reporting purposes for the fiscal year ended December 31, 2006, 2007 or 2008, as applicable,
in accordance with FAS 123(R) of awards and thus may include amounts from awards granted in
and prior to such year.(B)
    
    This column reflects changes in pension value and non-qualified deferred compensation
earnings. The Company has no pension plans or non-qualified deferred compensation plans.(C)
    
    Other Compensation primarily consists of health and dental insurance, Company contributions
to 401(k) accounts and smaller amounts for office parking and life insurance.(1)
    
    Mr. Feitens employment with the Company started on June 29, 2006.(2)
    
    Mr. Schroeders employment with the Company started on February 12, 2007.(3)
    
    Mr. Loefflers employment with the Company started on June 15, 2007.  7




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##### Table of Contents



2008 Grants of Plan Based Awards
 All OtherEstimated Future
    
    
    Estimated Future
    
    
    All Other
    
    
    Option Awards:Payouts Under Non-
    
    
    Payouts Under
    
    
    Stock Awards:
    
    
    Number of
    
    
    Exercise or
    
    
    Grant Date FairEquity
    
    
    Equity Incentive Plan
    
    
    Number of
    
    
    Securities
    
    
    Base Price
    
    
    Value of StockGrant
    
    
    Incentive Plan Awards
    
    
    Awards
    
    
    Shares of Stock
    
    
    Underlying
    
    
    of Option
    
    
    and OptionDate
    
    
    A*
    
    
    B*
    
    
    C*
    
    
    A*
    
    
    B*
    
    
    C*
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsPatrick OBrien
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andrew Calerich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joseph Feiten
    
    
    4/17/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    3.37
    
    
    
    4/17/0811/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,000
    **
    
    $
    2.00
    
    
    
    11/5/08Don Schroeder
    
    
    4/17/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    3.37
    
    
    
    4/17/0811/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,000
    **
    
    $
    2.00
    
    
    
    11/5/08Peter Loeffler
    
    
    4/17/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    3.37
    
    
    
    4/17/0811/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,000
    **
    
    $
    2.00
    
    
    
    11/5/08
 *
    
    A = Threshold. B = Target. C = Maximum**
    
    Options granted on 11/5/08 were in exchange for the surrender of options granted on 4/17/08 and
surrender of all options granted prior to 2008 for the same number of shares as granted on 11/5/08.
All previously granted options were surrendered except Mr. Loeffler did not exchange that portion
of the 4/17/08 option vesting on 4/17/09 for 30,000 shares. 2008 Outstanding Equity Awards at Fiscal Year-End (December 31, 2008)
 Option AwardsEquity IncentivePlan Awards: Number ofNumber of Securities Underlying
    
    
    Securities Underlying
    
    
    Option
    
    
    OptionUnexercised Options (#)
    
    
    Unexercised
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Unearned Options
    
    
    Price
    
    
    DatePatrick OBrien
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    
    7/15/2009
    *Patrick OBrien
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    
    7/15/2010
    *Andrew Calerich
    
    
    333,333
    
    
    
    
    
    
    
    166,667
    
    
    $
    3.66
    
    
    
    10/21/2013
    **Joseph Feiten
    
    
    
    
    
    
    
    
    
    
    340,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **Don Schroeder
    
    
    
    
    
    
    
    
    
    
    340,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **Peter Loeffler
    
    
    
    
    
    
    
    
    
    
    210,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **Peter Loeffler
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    $
    3.37
    
    
    
    4/17/2014
 *
    
    Expiration dates reflect option terms as of December 31, 2008. On January 14, 2009, our Board
of Directors extended the expiration date to July 15, 2014 for Mr. OBriens stock options, but not
options for other officers.**
    
    Average option expiration date. For Mr. Calerichs stock options, options expire five years
after vesting, i.e., options for 83,333 shares expire each April 21 of 2010, 2011, 2012, 2013, 2014
and 2015. For Mr. Feiten, Mr. Schroeder and Mr. Loeffler, the options with a $2.00 exercise
price, granted 11/5/08, vest one-fifth on the first five anniversary dates of grant (or upon an
earlier change in control) and expire five years after vesting.  8




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2008 Option Exercises and Stock Vested Table
 Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedName
    
    Acquired on Exercise
    
    
    on Exercise (A)
    
    
    Acquired on Vesting
    
    
    on Vesting (B)Patrick OBrien
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andrew Calerich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joseph Feiten
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Don Schroeder
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    $
    17,720Peter Loeffler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (A)
    
    The value realized is equal to the amount that is taxable to the plan participant, which was
the difference between the market price of the underlying securities at exercise and the
exercise price of the options.(B)
    
    The value realized by the named executive officer upon the vesting of stock or the transfer
of such instruments for value is the aggregate dollar amount realized upon vesting by
multiplying the number of shares of stock or units by the market value of the underlying
shares on the vesting date. 2008 Director Compensation Table
  Changein Pension Valueand NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredOr Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    In Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPatrick OBrien
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andrew Calerich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jon Whitney
    
    
    
    
    
    
    
    
    
    $
    48,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    48,750Scott Hobbs
    
    
    
    
    
    
    
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,000Nick DeMare
    
    
    
    
    
    
    
    
    
    $
    48,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    48,750M.S. Minhas
    
    
    
    
    
    
    
    
    
    $
    24,375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    24,375
   9




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Item 12:
    
    Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Number ofShares ofCommon Stock
    
    
    Percent of SharesBeneficially
    
    
    of Common StockName (1)
    
    Owned
    
    
    Outstanding**Patrick D. OBrien
    
    
    2,873,859
    (2)
    
    
    5.92
    %Andrew P. Calerich
    
    
    1,468,853
    (3)
    
    
    3.01
    %Nick DeMare
    
    
    408,300
    (4)
    
    
    *C. Scott Hobbs
    
    
    86,000
    (5)
    
    
    *Jon R. Whitney
    
    
    195,000
    (6)
    
    
    *Joseph B. Feiten
    
    
    88,000
    (7)
    
    
    *Don E. Schroeder
    
    
    29,000
    
    
    
    *Peter T. Loeffler
    
    
    160,000
    (8)
    
    
    *Bobby G. Solomon
    
    
    2,619,858
    (9)
    
    
    5.42
    %Executive officers and directors as a group (9 persons)
    
    
    7,928,870
    
    
    
    16.35
    %Kendall V. Tholstrom
    
    
    2,433,858
    (10)
    
    
    5.04
    %Wellington Management Company, LLP
    
    
    3,021,265
    (11)
    
    
    6.25
    %75 State Street 
Boston, MA 02109North Finn LLC
    
    
    3,879,225
    (12)
    
    
    8.03
    %950 Stafford 
Casper, WY 82609
 *
    
    Less than 1% of the issued and outstanding shares of the class.**
    
    Percentage is calculated on the basis of 48,307,399 shares, the total number of shares of
voting common stock outstanding on April 18, 2009.(1)
    
    Unless otherwise stated, the address for each person in this table is 1050 17th Street, Suite
2400, Denver, Colorado 80265.(2)
    
    Includes options to purchase 250,000 shares of common stock that are currently exercisable at
$1.25 per share, and 82,500 shares of restricted common stock that vest on January 14, 2014,
or upon change of control.(3)
    
    Includes options to purchase 416,665 shares of common stock that are currently exercisable at
$3.66 per share, and 90,000 shares of restricted common stock that vest on January 14, 2014,
or upon change of control. 962,188 shares are pledged.(4)
    
    Includes options to purchase 65,000 shares of common stock that are currently exercisable at
$6.03 per share, and 20,000 shares of common stock that are restricted until Mr. DeMare is no
longer a Director.(5)
    
    Includes options to purchase 37,500 shares of common stock that are currently exercisable at
$3.29 per share and 20,000 shares of common stock that are restricted until Mr. Hobbs is no
longer a Director.(6)
    
    Includes options to purchase 65,000 shares of common stock that are currently exercisable at
$6.03 per share, includes options to purchase 100,000 shares of common stock that are
currently exercisable at $2.38 per share, and includes 20,000 shares of common stock that are
restricted until Mr. Whitney is no longer a Director.(7)
    
    Includes 24,000 shares owned indirectly.(8)
    
    Includes options to purchase 30,000 common shares and currently exercisable at $3.37 per
share.  10




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##### Table of Contents



(9)
    
    Includes 82,500 shares of restricted common stock that vest on January 14, 2014, or upon
change of control.(10)
    
    Includes 82,500 shares of Common Stock that vest on January 14, 2014, or upon change of
control.(11)
    
    Based upon Amendment No. 4 to Schedule 13G dated February 17, 2009. According to Amendment
No. 4 to Schedule 13G, Wellington Management Company, LLP has shared voting power with respect
to 3,021,265 shares, and shared power to dispose of 3,021,265 shares.(12)
    
    Includes an option to acquire 2,900,000 common shares in exchange for giving us
certain oil and gas properties, as further explained in Note 13 to the audited financial
statements contained in this Form 10-K for the fiscal year ended December 31, 2008. North
Finn LLC has until July 31, 2012 to exercise the option and transfer the properties to us. Equity Compensation Plan Information
  Number of Securities
    
    
    
    
    
    
    Number of SecuritiesTo Be Issued Upon
    
    
    Weighted Average
    
    
    Remaining AvailableExercise of
    
    
    Exercise Price of
    
    
    for Future IssuanceOutstanding Options,
    
    
    Outstanding Options,
    
    
    Under EquityPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    Compensation PlansEquity compensation plans approved by security holders
    
    
    3,087,000
    
    
    $
    2.50
    
    
    
    652,090Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,087,000
    
    
    $
    2.50
    
    
    
    652,090
  
 Item 13: Certain Relationships and Related Transactions, and Director Independence
   Director Independence
   11




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##### Table of Contents



Item 14: Principal Accountant Fees and Services
  2008
    
    
    2007Audit fees
    
    $
    48,525
    
    
    $
    60,950Audit-related fees
    
    
    108,560
    
    
    
    208,864Tax fees
    
    
    
    
    
    
    Other fees
    
    
    
    
    
    
    $
    157,085
    
    
    $
    269,814
  Pre-approval Policies and Procedures
  
 PART IV
 
 Item 15: Exhibits, Financial Statement Schedules
  Original10-K PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-3Consolidated Statements of Operations for years ended
December 31, 2008, 2007 and 2006
    
    
    F-4Consolidated Statements of Cash Flows for years ended
December 31, 2008, 2007 and 2006
    
    
    F-5Consolidated Statements of Stockholders Equity and
Comprehensive Income for years ended December 31, 2008, 2007
and 2006
    
    
    F-6Notes to Consolidated Financial Statements
    
    F-7 to F-28
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##### Table of Contents



Exhibit No.
    
    Description2(i)
    

    Agreement and Plan of Merger with Tower Colombia Corporation
dated effective April 21, 2005. (Incorporated by reference
from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.)3(i)
    
    Articles of Incorporation of the Company, as amended.
(Incorporated by reference to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2007.)3(ii)
    
    Certificate of Designation of Series A Preferred Stock.
(Incorporated by reference from the Companys Amendment No. 2
to Form SB-2, filed on January 31, 2005.)3(iii)
    
    Certificate of Designation of Series AA 8% Preferred Stock.
(Incorporated by reference from the Companys Amendment No. 1
to Form S-3, filed on March 6, 2006.)3(iv)
    
    Bylaws of the Company (as revised on December 20, 2007).
(Incorporated by reference from the Companys Current Report
on Form 8-K, filed on December 21, 2007.)10(i)*
    
    2004 Stock Option Plan. (Incorporated by reference from the
Companys Definitive Proxy Statement, filed on June 16, 2004)10(ii)
    
    Form of Warrant Certificate issued as part of the private
placement completed on July 22, 2005. (Incorporated by
reference from the Companys Registration Statement on Form
S-3, filed on October 4, 2005.)10(iii)
    
    Form of Placement Agent Warrant Certificate issued in
connection with the private placement completed on July 22,
2005. (Incorporated by reference from the Companys
Registration Statement on Form S-3, filed on October 4, 2005.)10(iv)
    
    January 17, 2003 Purchase and Sale Agreement by and between
the Company, Tower Colombia Corporation and North Finn, LLC.
(Incorporated by reference from the Companys Form 8-K, filed
on February 3, 2003.)10(v)
    
    January 17, 2003 Participation Agreement by and between the
Company, Tower, North Finn, and the principals of Tower and
North Finn. (Incorporated by reference from the Companys Form
10-KSB for the calendar ending December 31, 2002, filed on
March 31, 2003.)10(vi)
    
    Model Form Operating Agreement dated February 18, 2003.
(Incorporated by reference from the Companys Form 10-KSB/A,
filed on November 18, 2003.)10(vii)*
    
    Employment Agreement between the Company and Andrew P.
Calerich dated effective April 21, 2005. (Incorporated by
reference from the Companys Post-Effective Amendment No. 1 to
Form SB-2, filed on April 27, 2005.)10(viii)*
    
    Employment Agreement between the Company and Patrick D.
OBrien dated effective April 21, 2005. (Incorporated by
reference from the Companys Post-Effective Amendment No. 1 to
Form SB-2, filed on April 27, 2005.)10(ix)*
    
    Employment Agreement between the Company and Bobby G. Solomon
dated effective April 21, 2005. (Incorporated by reference from
the Companys Post-Effective Amendment No. 1 to Form SB-2,
filed on April 27, 2005.)10(x)*
    
    
    Employment Agreement between the Company and Kendell V.
Tholstrom dated effective April 21, 2005. (Incorporated by
reference from the Companys Post-Effective Amendment No. 1 to
Form SB-2, filed on April 27, 2005.)
  13




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##### Table of Contents



Exhibit No.
    
    Description10(xi)
    
    Participation Agreement between the Company and North Finn LLC
dated January 5, 2006. (Incorporated by reference from the
Companys Form 10-KSB for the fiscal year ended December 31,
2005.)10(xii)*
    
    Employment Agreement between the Company and Joseph B. Feiten.
(Incorporated by reference from the Companys Current Report on
Form 8-K filed on August 31, 2006.)10(xiii)*
    
    Stock Option Agreement between the Company and Joseph B.
Feiten. (Incorporated by reference from the Companys Current
Report on Form 8-K filed on August 31, 2006.)10(xiv)
    
    Purchase and Sale Agreement, dated September 1, 2006, between
SunStone Oil & Gas, LLC and the Company. (Incorporated by
reference from the Companys Current Report on Form 8-K filed
on September 6, 2006.)10(xv)
    
    Registration Rights Agreement, dated September 1, 2006, by and
among the Company and the investors listed therein.
(Incorporated by reference from the Companys Current Report on
Form 8-K filed on September 6, 2006.)10(xvi)
    
    Purchase and Sale Agreement dated March 31, 2006 by and between
the Company and Enerplus Resources (USA) Corporation.
(Incorporated by reference from the Companys Quarterly Report
on Form 10-QSB for the period ended September 30, 2006.)10(xvii)
    
    Participation Agreement dated January 17, 2007 among the
Company, Red Technology Alliance LLC and North Finn LLC.
(Incorporated by reference from the Companys Current Report on
Form 8-K filed on January 23, 2007.)10(xviii)*
    
    2006 Stock Incentive Plan. (Incorporated by reference to the
Companys Definitive Proxy Statement, as amended, filed on
July 26, 2006.)10(xix)*
    
    Form of Stock Option Agreement for awards under 2006 Stock
Incentive Plan. (Incorporated by reference to the Companys
Current Report on Form 8-K filed on April 5, 2007.)10(xx)
    
    Placement Agency Agreement dated April 11, 2007 by and between
the Company and A.G. Edwards & Sons, Inc. and C.K. Cooper &
Company. (Incorporated by reference to the Companys Current
Report on Form 8-K filed on April 12, 2007.)10(xxi)
    
    Form of Subscription Agreement. (Incorporated by reference to
the Companys Current Report on Form 8-K filed on April 12,
2007.)10(xxii)*
    
    Employment Agreement dated June 15, 2007 by and between the
Company and Peter Loeffler. (Incorporated by reference to the
Companys Current Report on Form 8-K filed on June 19, 2007.)10(xxiii)
    
    Participation Agreement dated June 25, 2007 by and among Red
Technology Alliance, LLC, the Company and North Finn, LLC.
(Incorporated by reference to the Companys Current Report on
Form 8-K filed on July 3, 2007.)10(xxiv)
    
    Promissory Note and Security Agreement dated March 14, 2008 by
and between the Company and Jefferies Group, Inc. (Incorporated
by reference to the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2007.)10(xxv)
    
    Letter Agreement dated August 22, 2008. (Incorporated by
reference to the Companys Current Report on Form 8-K filed on
October 28, 2008.)
  14




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##### Table of Contents



Exhibit No.
    
    Description21(i)
    
    
    Subsidiary List (filed as Exhibit 21(i) to the Original 10-K).23(i)
    
    
    Consent of Independent Petroleum Engineers and Geologists
(filed as Exhibit 23(i) to the Original 10-K).23(ii)
    
    Consent of Independent Registered Public Accounting Firm (filed
as Exhibit 23(ii) to the Original 10-K).31.1
    
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (furnished as Exhibit
32.1 to the Original 10-K).32.2
    
    
    Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (furnished as Exhibit
32.2 to the Original 10-K).
 *
    
    Management contracts or compensatory plans or arrangements.  15




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##### Table of Contents



SIGNATURES
  American Oil & Gas, Inc./s/ Andrew P. CalerichAndrew P. CalerichPresident  Signature
    
    Title
    
    Date/s/ Patrick D. OBrien

Patrick D. OBrien
    
    Chief Executive Officer and Chairman
(Principal Executive Officer)
    
    April 24, 2009/s/ Andrew P. Calerich
    
    President and Director
    
    April 24, 2009Andrew P. Calerich/s/ Joseph B. Feiten

Joseph B. Feiten
    
    Chief Financial Officer
(Principal Financial Officer)
    
    April 24, 2009/s/ Nick DeMare
    
    Director
    
    April 24, 2009Nick DeMare/s/ C. Scott Hobbs
    
    Director
    
    April 24, 2009C. Scott Hobbs/s/ Jon R. Whitney
    
    Director
    
    April 24, 2009Jon R. Whitney
  16




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished as Exhibit 32.1 to the
Original 10-K).32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished as Exhibit 32.2 to the
Original 10-K).
  17