##### Table of Contents



UNITED STATES
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, 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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EXPLANATORY NOTE
    2




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##### 



AMERICAN OIL & GAS INC.
FORM 10-K/A
TABLE OF CONTENTS
 PagePART IVItem 15: Exhibits, Financial Statement Schedules
    
    
    4Exhibit 31.1Exhibit 31.2
    3




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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.)
  4




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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.)
  5




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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)  6




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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.)
  7




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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.)
  8




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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  9