##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 2
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 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 the American Stock Exchange)
  o Yes þ No
 o Yes þ No
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE:




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##### Table of Contents



EXPLANATORY NOTE




---



##### 



AMERICAN OIL & GAS INC.
FORM 10-K/A
TABLE OF CONTENTS
 PART IIIItem 10: Directors, Executive Officers and Corporate Governance
    
    
    2Item 11: Executive Compensation
    
    
    5Item 12: Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    13Item 13: Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14: Principal Accountant Fees and Services
    
    
    16PART IVItem 15: Exhibits, Financial Statement Schedules
    
    
    17Exhibit 31.1Exhibit 31.2
    1




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##### Table of Contents



PART III
 
 Item 10:
    
    Directors, Executive Officers and Corporate Governance
 Board of Directors
  Name
    
    Age
    
    PositionPatrick D. OBrien
    
    
    61
    
    
    Chief Executive Officer and Chairman of the Board of DirectorsAndrew P. Calerich
    
    
    45
    
    
    President and DirectorJon R. Whitney
    
    
    66
    
    
    DirectorC. Scott Hobbs
    
    
    56
    
    
    DirectorNick DeMare
    
    
    55
    
    
    Director
 Patrick D. OBrien
 Andrew P. Calerich
 Jon R. Whitney
  2




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##### Table of Contents



C. Scott Hobbs
 Nick DeMare
 Exchange
    
    
    
    Term of OfficeNames of Reporting Issuer
    
    or Market
    
    Positions Held
    
    From
    
    ToAguila American Resources Ltd.
    
    TSXV
    
    Director
    
    01/2003
    
    PresentCFO
    
    01/2003
    
    PresentAndean American Mining Corp.
    
    TSXV
    
    Director
    
    08/2002
    
    PresentSecretary
    
    12/1995
    
    08/2005Astral Mining Corporation
    
    TSXV
    
    Director
    
    02/2004
    
    PresentAusex Capital Corp.
    
    TSXV
    
    Director
    
    08/2007
    
    11/2009Blue Sky Uranium Corp.
    
    TSXV
    
    Director
    
    05/2006
    
    06/2007Cliffmont Resources Ltd.
    
    TSXV
    
    Director
    
    12/2006
    
    PresentCFOEcometals Limited
    
    TSXV
    
    Director
    
    09/2000
    
    12/2007Secretary
    
    09/2000
    
    12/2007Enterprise Oilfield Group, Inc.
    
    TSXV
    
    Director
    
    04/2007
    
    PresentGGL Resources Corp.
    
    TSXV
    
    Director
    
    05/1989
    
    PresentCFO
    
    05/2004
    
    PresentGold Point Energy Corp.
    
    TSXV
    
    Director
    
    08/2003
    
    04/2008CFO
    
    06/2005
    
    04/2008President
    
    08/2003
    
    04/2005Golden Peaks Resources Ltd.
    
    TSX
    
    Director
    
    01/1992
    
    PresentHalo Resources Ltd.
    
    TSXV
    
    Director
    
    01/1996
    
    PresentCFO
    
    02/2005
    
    PresentChairman
    
    02/2005
    
    03/2007Hansa Resources Ltd.
    
    TSXV
    
    Director
    
    08/2008
    
    PresentCFO & Secretary
    
    03/2009
    
    PresentKola Mining Corp.
    
    TSXV
    
    Director
    
    10/2002
    
    PresentSecretary
    
    01/2009
    
    PresentCFO
    
    09/2005
    
    03/2010Lara Exploration Ltd.
    
    TSXV
    
    Director
    
    03/2004
    
    03/2006Lariat Energy Ltd.
    
    TSXV
    
    Director
    
    04/2003
    
    PresentLumex Capital Corp.
    
    TSXV
    
    Director
    
    01/2007
    
    11/2009President, CEO & CFO
    
    01/2007
    
    11/2009Secretary
    
    03/2007
    
    02/2008Mawson Resources Limited
    
    TSX
    
    Director
    
    03/2004
    
    PresentCFO
    
    12/2007
    
    PresentMirasol Resources Limited
    
    TSXV
    
    Director
    
    02/2005
    
    PresentRochester Resources Ltd.
    
    TSXV
    
    Director
    
    06/2007
    
    PresentChairman
    
    06/2007
    
    PresentDirector
    
    10/1989
    
    11/2005President & CEO
    
    07/2003
    
    06/2005Salazar Resources Limited
    
    TSXV
    
    Director
    
    06/1988
    
    PresentSecretary
    
    03/2007
    
    PresentSinchao Metals Corp.
    
    TSXV
    
    Director
    
    01/2007
    
    PresentTasman Metals
    
    
    
    Director
    
    11/2009
    
    PresentCFO
    
    11/2009
    
    PresentTinka Resources Limited
    
    TSXV
    
    Director
    
    10/2002
    
    PresentTumi Resources Limited
    
    TSXV
    
    Director
    
    01/2000
    
    PresentValor Ventures Ltd.
    
    NEX
    
    CFO
    
    03/2007
    
    01/2010
  3




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##### Table of Contents



Executive Officers:
 Joseph B. Feiten th th Petroleum Accounting Principles, Procedures, & Issues
 Peter T. Loeffler
 Don E. Schroeder
 Bob Solomon
  4




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Codes of Business Conduct and Ethics
  Audit Committee
 http://www.americanog.com
 
 Item 11:
    
    Executive Compensation
 Compensation Discussion and Analysis
   5




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##### Table of Contents



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 equity incentive compensation, historically in the form of stock awards
and stock option awards; and
    
    other welfare and health benefits.
      6




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##### Table of Contents



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.
  Cash Bonuses
  Equity Awards
    401(k) Program and Health Benefits
   7




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##### Table of Contents



Employment Agreements
       8




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##### Table of Contents



Summary Compensation Table
 .
 Pensions &Stock
    
    
    Option
    
    
    Non-Equity
    
    
    Deferred
    
    
    All OtherName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Incentive Plan
    
    
    Earnings
    
    
    CompensationPosition
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    (A)
    
    
    (B)
    
    
    Compensation
    
    
    (C)
    
    
    (D)
    
    
    TotalPatrick OBrien,
    
    
    2009
    
    
    $
    140,521
    
    
    $
    50,000
    
    
    $
    76,725
    
    
    $
    60,000
    
    
    
    
    
    
    
    
    
    
    $
    25,983
    
    
    $
    353,229Chief Executive Officer
    
    
    2008
    
    
    $
    95,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,393
    
    
    $
    144,3932007
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,986
    
    
    $
    110,986Andrew Calerich,
    
    
    2009
    
    
    $
    205,875
    
    
    $
    50,000
    
    
    $
    83,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,257
    
    
    $
    372,832President
    
    
    2008
    
    
    $
    180,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,751
    
    
    $
    238,7512007
    
    
    $
    151,667
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,502
    
    
    $
    202,169Joseph Feiten
    
    
    2009
    
    
    $
    204,213
    
    
    $
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,393
    
    
    $
    297,606Chief Financial Officer
    
    
    2008
    
    
    $
    170,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    278,100
    
    
    
    
    
    
    
    
    
    
    $
    35,817
    
    
    $
    513,9172007
    
    
    $
    161,333
    
    
    $
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,187
    
    
    $
    193,520Peter Loeffler,
    
    
    2009
    
    
    $
    202,950
    
    
    $
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,306
    
    
    $
    296,256VP of Exploration &
    
    
    2008
    
    
    $
    165,000
    
    
    $
    30,000
    
    
    
    
    
    
    $
    207,900
    
    
    
    
    
    
    
    
    
    
    $
    32,413
    
    
    $
    435,313Development
    
    
    2007
    (E)
    
    $
    90,000
    
    
    
    
    
    
    $
    584,000
    
    
    $
    288,000
    
    
    
    
    
    
    
    
    
    
    $
    14,019
    
    
    $
    976,019Bob Solomon,
    
    
    2009
    
    
    $
    140,521
    
    
    $
    50,000
    
    
    $
    76,725
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,161
    
    
    $
    299,407VP of Economics and
    
    
    2008
    
    
    $
    95,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,913
    
    
    $
    153,913Financial Analysis
    
    
    2007
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,123
    
    
    $
    116,123Ken Tholstrom,
    
    
    2009
    
    
    $
    140,521
    
    
    $
    50,000
    
    
    $
    76,725
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,869
    
    
    $
    313,115Manager of Operations
    
    
    2008
    
    
    $
    95,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    38,983
    
    
    $
    163,9832007
    
    
    $
    95,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    29,606
    
    
    $
    124,606
  9




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##### Table of Contents



(A)
    
    For this Table, a Stock Award amount is shown in the year granted (and not in the year
vested or earned) and for the aggregate grant-date estimated fair value computed in accordance
with FASB ASC Topic 718. For example, on January 14, 2009, the Companys Board of Directors
granted to Mr. Calerich 90,000 common shares and to Mr. OBrien, Mr. Solomon and Mr. Tholstrom
each 82,500 common shares, which were valued for ASC Topic 718 at that days closing stock
price of $0.93/share. However, those shares do not vest until the employee works five more
years for the Company (or vest earlier upon a sale of the Company or other Change in Control
of the Company). Under ASC Topic 718, the $83,700 and $76,725 values of the stock grants are
recognized as compensation over the five-year earning period, similar to how stock award
compensation used to be reflected in the Summary Compensation Table. Nonetheless, in December
2009, the SEC (after consideration of public input) changed the disclosure rules to now require
that for the above Table the stock award amount is the aggregate grant-date estimated fair
value for the year granted and not over the future years earned. When the Company hired Mr.
Loeffler in June 2007, he was granted 100,000 shares valued for ASC 718 at the $5.84 per share
grant-date closing price of our common stock, but those granted shares do not vest until Mr.
Loeffler works five years for the Company (or vest earlier upon a Change in Control). If Mr.
Loefflers employment terminates for any reason prior to such vesting, Mr. Loeffler forfeits all
of the 100,000 shares.(B)
    
    For this Table, an Option Award amount is shown in the year granted (not in the year vested
or earned) and for the total aggregate grant-date fair value computed in accordance with FASB
ASC Topic 718 for stock options. For such fair values, the Company uses a Modified Binomial
Model, with consideration of the Black-Scholes Model for valuing stock options. The Models
key assumptions for 2009, 2008 and 2007 are set forth on page F-23 of our Annual Report on
Form 10-K for the year ended December 31, 2009. Mr. OBrien, Mr. Calerich, Mr. Solomon and
Mr. Tholstrom received significant stock awards prior to 2006 but no stock options in 2006,
2007, 2008 or 2009. The $60,000 amount for Mr. OBrien in 2009 was the fair value of
extending in January 2009 the life of stock options Mr. OBrien was granted in 2004. The
amounts in 2008 and 2007 for Mr. Feiten and Mr. Loeffler were the aggregate grant-date fair
values of stock options vesting in one-year increments over three to five years of employment,
as more fully explained on the preceding page of this Proxy.(C)
    
    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.(D)
    
    For each named employee, for each year, over 90% of Other Compensation consisted of (a)
Company contributions to the employees 401(k) at the rate of 5% of the employees salary and
any cash bonus and (b) health and dental insurance. In 2007 and for a portion of 2008, Mr.
Feitens family health insurance was provided by an unrelated party. Other Compensation
amounts were for benefits available to all Company employees, with the Company matching an
employees 401(k) contributions, up to 5% of the employees salary and cash bonuses.(E)
    
    Mr. Loefflers employment with the Company started on June 15, 2007.  10




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##### Table of Contents



2009 Grants of Plan-Based Awards
  Estimated
    
    
    All Other
    
    
    All OtherEstimated Future
    
    
    Future Payouts
    
    
    Stock Awards:
    
    
    Option Awards:
    
    
    
    
    
    
    Grant DatePayouts Under
    
    
    Under
    
    
    Number of
    
    
    Number of
    
    
    Exercise or
    
    
    Fair Value ofNon-Equity Incentive
    
    
    Equity Incentive
    
    
    Shares of
    
    
    Securities
    
    
    Base Price
    
    
    Stock andPlan Awards
    
    
    Plan Awards
    
    
    Stock
    
    
    Underlying
    
    
    of Option
    
    
    OptionGrant Date
    
    A *
    
    
    B*
    
    
    C*
    
    
    A *
    
    
    B*
    
    
    C*
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsPatrick OBrien
    
    1/14/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,500
    
    
    
    
    
    
    
    
    
    
    $
    76,7251/14/09
    **
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    **
    
    
    
    **
    
    
    $
    60,000Andrew Calerich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    
    
    
    
    
    
    
    
    $
    83,700Joseph Feiten
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Peter Loeffler
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bob Solomon
    
    1/14/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,500
    
    
    
    
    
    
    
    
    
    
    $
    76,725Ken Tholstrom
    
    1/14/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,500
    
    
    
    
    
    
    
    
    
    
    $
    76,725
 *
    
    A = Threshold. B = Target. C = Maximum**
    
    On January 14, 2009, Mr. OBrien was granted an extension of time until July 15, 2014 to
exercise an option granted July 15, 2004 that would otherwise expire on July 15, 2009 for
125,000 shares and on July 15, 2010 for 125,000 shares, exercisable at $1.25 per share. The
estimated fair value of the extension was $60,000 on the extension grant date. 2009 Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsEquity IncentivePlan Awards:Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    UnearnedSecurities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value
    
    
    shares inNumber of Securities
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or Units
    
    
    of Shares or
    
    
    EquityUnderlying Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    of Stock That
    
    
    Units of Stock
    
    
    Incentive PlanOptions (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    That Have Not
    
    
    Awards (#),Name
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested (#)
    
    
    Vested ($)
    
    
    Note (A)Patrick OBrien
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    
    7/15/2014
    
    
    
    82,500
    
    
    $
    346,500
    
    
    
    Andrew Calerich
    
    
    416,666
    
    
    
    
    
    
    
    83,334
    
    
    $
    3.66
    
    
    
    10/21/2013
    **
    
    
    90,000
    
    
    $
    378,000
    
    
    
    Joseph Feiten
    
    
    68,000
    
    
    
    
    
    
    
    272,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **
    
    
    
    
    
    
    
    
    
    
    Peter Loeffler
    
    
    42,000
    
    
    
    
    
    
    
    168,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **
    
    
    100,000
    
    
    $
    420,000
    
    
    
    Peter Loeffler
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    $
    3.37
    
    
    
    4/17/2014Bob Solomon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,500
    
    
    $
    346,500
    
    
    
    Ken Tholstrom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,500
    
    
    $
    346,500
    
    
    
    
 (A)
    
    This column refers to number of unearned shares, units or other rights that have not
vested with regards to Equity Incentive Plan awards.**
    
    Average option expiration date. For Mr. Calerichs stock options, at December 31, 2009,
options expired five years after vesting, i.e., options for 83,333 shares expire each April 21
of 2010, 2011, 2012, 2013, 2014 and
2015. On April 6, 2010, the Board of Directors extended the expiration date to April 21, 2012
for the portion that was to expire on April 21, 2010. For Mr. Feiten and Mr. Loeffler, the
options with a $2.00 exercise price, granted November 5, 2008, vest one-fifth on the first five
anniversary dates of grant (or upon an earlier change in control) and expire five years after
vesting.  11




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##### Table of Contents



2009 Option Exercises and Stock Vesting
  Potential Payments Upon Termination
 ,
 Potential Payments Upon Change In Control
  Intrinsic Values Arising from Vestings froma Change in Control at December 31, 2009Stock Awards
    
    
    Options
    
    
    TotalPatrick OBrien
    
    $
    346,500
    
    
    
    
    
    
    $
    346,500Andrew Calerich
    
    $
    378,000
    
    
    $
    45,000
    
    
    $
    423,000Joseph Feiten
    
    
    
    
    
    $
    598,400
    
    
    $
    598,400Peter Loeffler
    
    $
    420,000
    
    
    $
    369,600
    
    
    $
    789,600Bob Solomon
    
    $
    346,500
    
    
    
    
    
    
    $
    346,500Ken Tholstrom
    
    $
    346,500
    
    
    
    
    
    
    $
    346,500
  12




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##### Table of Contents



2009 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
    
    
    TotalNick DeMare
    
    $
    20,000
    
    
    $
    27,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,900Scott Hobbs
    
    $
    20,000
    
    
    $
    27,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,900Jon Whitney
    
    $
    20,000
    
    
    $
    27,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,900
    
 Item 12:
    
    Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   13




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##### Table of Contents



Number of Shares
    
    
    Percent ofof Common Stock
    
    
    Shares ofBeneficially
    
    
    Common StockName {Title} (1)
    
    Owned
    
    
    Outstanding*Patrick D. OBrien {CEO, Board Chairman}
    
    
    2,873,859
    (2)
    
    
    4.7
    %Andrew P. Calerich {President, Director}
    
    
    1,552,188
    (3)
    
    
    2.5
    %Nick DeMare {Director}
    
    
    415,819
    (4)
    
    
    *C. Scott Hobbs {Director}
    
    
    143,519
    (5)
    
    
    *Jon R. Whitney {Director}
    
    
    202,519
    (6)
    
    
    *Joseph B. Feiten {CFO, principal financial and accounting officer}
    
    
    62,500
    (7)
    
    
    *Peter T. Loeffler {VP, Exploration & Development}
    
    
    216,000
    (8)
    
    
    *Bobby G. Solomon {VP, Economics and Financial Evaluation}
    
    
    2,618,358
    (2)
    
    
    4.3
    %Executive officers and directors as a group (nine persons)
    
    
    8,199,762
    
    
    
    13.3
    %Kendall V. Tholstrom {Manager of Operations}
    
    
    2,170,300
    (2)
    
    
    3.6
    %Wayne P.
Neumiller c/o North Finn LLC, 950 Stafford, Casper, WY 82609
    
    
    3,518,025
    (9)
    
    
    5.8
    %Michael J.
Neumiller c/o North Finn LLC, 950 Stafford, Casper, WY 82609
    
    
    3,260,000
    (9)
    
    
    5.4
    %Total for executive officers, directors, Ken Tholstrom,
Wayne Neumiller and Michael Neumiller
    
    
    14,248,087
    (10)
    
    
    23.0
    %
 
 *
    
    Percentage is calculated on the basis of the name partys total shares beneficially owned,
divided by the sum of (a) 60,706,856 shares and (b) shares that the party could own by future exercise of
Exercisable Option(s) disclosed in the notes below.**
    
    Less than 1% of the issued and outstanding shares of our common stock.(1)
    
    The address for each person in this table is 1050 17th Street, Suite 2400, Denver, Colorado
80265.(2)
    
    Mr. OBrien, Mr. Solomon and Mr. Tholstrom owned Tower Colombia Corporation, which we
acquired by merger in April 2005 in exchange for common stock. At April 27, 2010, the shares
owned by these three persons consist of (a) unsold shares received at, or prior to, the 2005
merger, (b) for each person, 82,500 restricted shares vesting on January 14, 2014 or upon a
change in control, and (c) for Mr. OBrien, Exercisable Options to purchase 250,000 shares at
$1.25 per share.(3)
    
    Includes (a) Exercisable Options to purchase 500,000 shares at $3.66 per share, (b) 90,000
shares vesting on January 14, 2014 or upon a change of control and (c) 962,188 shares which
are pledged.(4)
    
    Includes Exercisable Options to purchase 65,000 shares at $6.03 per share and includes 25,013
shares that are restricted until Mr. DeMare is no longer a Director.(5)
    
    Includes Exercisable Options to purchase 87,500 shares at $3.29 per share and includes 25,013
shares that are restricted until Mr. Hobbs is no longer a Director.(6)
    
    Includes Exercisable Options to purchase (a) 65,000 shares at $6.03 per share and (b) 87,500
shares at $2.38 per share, and includes 25,013 shares that are restricted until Mr. Whitney is
no longer a Director.(7)
    
    Includes 14,000 restricted shares granted on April 26, 2010 and vesting on April 26, 2013 or
upon a change in control.(8)
    
    Includes Exercisable Options to purchase (a) 30,000 shares at $3.37 per share and (b) 42,000
shares at $2.00 per share. Also includes (a) 100,000 restricted shares vesting on June 15,
2012 or upon a change in control and (b) 14,000 restricted shares granted on April 26, 2010
and vesting on April 26, 2013 or upon a change in control.(9)
    
    Petroleum engineers Wayne Neumiller and his brother Mike Neumiller are the two manager
members and owners of North Finn LLC, which was the Operator of our Fetter Project and a few
other oil and gas projects in which we had or have interests. On March 31, 2010, North Finn
LLC fully earned rights to 2,900,000 shares of our common stock under a January 2006
participation agreement as more fully
discussed on pages F25 and F26 of our Annual Report on Form 10-K for the year ended December
31, 2009. As a result, North Finn LLC owned a total of 2,910,000 shares of our common stock
on April 27, 2010. Wayne Neumiller and his wife directly own 608,025 shares of our common
stock. As a North Finn LLC manager member, he has the right to vote the 2,910,000 shares
owned by North Finn LLC. Michael Neumiller directly owns 350,000 shares of our common
stock and as the other North Finn LLC manager member also has the right to vote the
2,910,000 shares owned by North Finn LLC.(10)
    
    The total reflects just once North Finn LLCs 2,910,000 shares that are included in both the
shares beneficially owned by Wayne Neumiller and the shares beneficially owned by Michael
Neumiller.  14




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##### Table of Contents



Equity Compensation Plan Information
  Number of
    
    
    
    
    
    
    Number ofSecurities To Be
    
    
    Weighted
    
    
    SecuritiesIssued Upon
    
    
    Average
    
    
    RemainingExercise of
    
    
    Exercise Price
    
    
    Available forOutstanding
    
    
    of Outstanding
    
    
    Future IssuanceOptions,
    
    
    Options,
    
    
    Under EquityWarrants and
    
    
    Warrants and
    
    
    CompensationPlan Category
    
    Rights
    
    
    Rights
    
    
    PlansEquity compensation
plans approved by
security holders
    
    
    2,922,000
    
    
    $
    2.46
    
    
    
    1,724,590Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,922,000
    
    
    $
    2.46
    
    
    
    1,724,590
 Commitments and Contingencies
 
 Item 13:
    
    Certain Relationships and Related Transactions, and Director Independence
   15




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##### Table of Contents



Item 14:
    
    Principal Accountant Fees and Services
  2009
    
    
    2008Audit fees
    
    $
    45,551
    
    
    $
    48,525Audit-related fees
    
    
    114,945
    
    
    
    108,560Joint interest audit of third-party charges
    
    
    43,406
    
    
    
    Tax fees
    
    
    
    
    
    
    $
    203,902
    
    
    $
    157,085
  Pre-approval Policies and Procedures
   16




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##### Table of Contents



PART IV
 
 Item 15:
    
    Exhibits, Financial Statement Schedules
  PageReport of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    F-3Consolidated Statements of Operations for years ended December
31, 2009, 2008 and 2007
    
    F-4Consolidated Statements of Cash Flows for years ended December
31, 2009, 2008 and 2007
    
    F-5Consolidated Statements of Stockholders Equity and
Comprehensive Income for years ended December 31, 2009, 2008
and 2007
    
    F-6Notes to Consolidated Financial Statements
    
    F-7 to F-30
   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.)3
    (v)
    
    Amended and Restated Bylaws (adopted June 12,
2009) (Incorporated by reference from the
Companys Current Report on Form 8-K, filed on
June 18, 2009)4
    (i)
    
    Form of Senior Debt Indenture (Incorporated by
reference from the Companys registration
statement on Form S-3, filed on December 2,
2008)4
    (ii)
    
    Form of Subordinated Debt Indenture
(Incorporated by reference from the Companys
registration statement on Form S-3, filed on
December 2, 2008)10
    (i)*
    
    2004 Stock Option Plan. (Incorporated by
reference from the Companys Definitive Proxy
Statement, filed on June 16, 2004)10
    (ii)
    
    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.)
  17




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##### Table of Contents



Exhibit No.
    
    Description10
    (iii)
    
    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
    (iv)
    
    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
    (v)*
    
    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
    (vi)*
    
    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
    (vii)*

    
    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
    (viii)*
    
    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.)10
    (ix)
    
    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
    (x)*
    
    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
    (xi)*
    
    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
    (xii)
    
    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
    (xiii)
    
    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
    (xiv)*

    

    Amended and Restated 2006 Stock Incentive Plan. (Incorporated by reference to the Companys
Definitive Proxy Statement, as amended, filed on July 26, 2006.)10

    (xv)*

    
    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

    (xvi)*
    
    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.)
  18




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##### Table of Contents



Exhibit No.
    
    Description10

    (xvii)
    
    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

    (xviii)

    
    Letter Agreement dated August 22, 2008. (Incorporated by reference to the Companys Current
Report on Form 8-K filed on October 28, 2008.)10

    (xix)


    
    Form of Stock Purchase Agreement (Incorporated by reference to the Companys Current Report
on Form 8-K filed on December 18, 2009.)21
    (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 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.1 to the Original 10-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)99.1
    
    
    Ryder Scott Letter on its estimation of our proved oil and gas reserves at December 31, 2009
(filed as Exhibit 99.1 to the Original 10-K)
 *
    
    Management contracts or compensatory plans or arrangements 
 SIGNATURES
 th
 American Oil & Gas Inc./s/ Andrew P. CalerichAndrew P. CalerichPresident/s/ Joseph B. FeitenJoseph B. FeitenChief Financial Officer
(principal financial officer and
principal accounting officer)  19




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##### Table of Contents



INDEX TO EXHIBITS
 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.)3
    (v)
    
    Amended and Restated Bylaws (adopted June 12, 2009) (Incorporated by reference from the
Companys Current Report on Form 8-K, filed on June 18, 2009)4
    (i)
    
    Form of Senior Debt Indenture (Incorporated by reference from the Companys registration
statement on Form S-3, filed on December 2, 2008)4
    (ii)

    
    Form of Subordinated Debt Indenture (Incorporated by reference from the Companys
registration statement on Form S-3, filed on December 2, 2008)10
    (i)*
    
    2004 Stock Option Plan. (Incorporated by reference from the Companys Definitive Proxy
Statement, filed on June 16, 2004)10

    (ii)

    
    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

    (iii)

    
    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

    (iv)

    
    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
    (v)*
    
    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


   (vi)*


    
    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.)
  20




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##### Table of Contents



Exhibit No.
    
    Description10

   (vii)*

    
    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

   (viii)*
    
    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.)10

   (ix)



    
    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
    (x)*
    
    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


   (xi)*

    
    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

    (xii)


    
    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

    (xiii)


    
    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

    (xiv)*


    
    Amended and Restated 2006 Stock Incentive Plan. (Incorporated by reference to the Companys
Definitive Proxy Statement, as amended, filed on July 26, 2006.)10

    (xv)*


    
    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

    (xvi)*


    
    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

    (xvii)


    
    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

    (xviii)

    
    Letter Agreement dated August 22, 2008. (Incorporated by reference to the Companys Current
Report on Form 8-K filed on October 28, 2008.)10

    (xix)
    
    Form of Stock Purchase Agreement (Incorporated by reference to the Companys Current Report
on Form 8-K filed on December 18, 2009.)21
    (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)
  21




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##### Table of Contents



Exhibit No.
    
    Description23
    (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 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.1 to the Original 10-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)99.1
    
    
    Ryder Scott Letter on its estimation of our proved oil and gas reserves at December 31, 2009
(filed as Exhibit 99.1 to the Original 10-K)
 *
    
    Management contracts or compensatory plans or arrangements  22