##### Table of Contents



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, 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
(State or other jurisdiction of 
incorporation or organization)
    
    88-0451554
(I.R.S. Employer
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 o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
 June 30, 2008
 September 21, 2009
 DOCUMENTS INCORPORATED BY REFERENCE:




---



##### Table of Contents



EXPLANATORY NOTE
 10-K/A
   
    
    Item 1 Businessis amended in the subsection Customers to disclose the percentage
of oil and gas sales that each of the named customers accounted for.
    
    In the first paragraph of Item 1A Risk Factors, the phrase and in documents we
incorporate by reference is deleted at the end of the second sentence, which now
reads, In evaluating our company, you should consider carefully, among other things,
the factors and the specific risks set forth below. Added to the first paragraph is
the sentence, Our business operations could be affected by additional factors that
apply to all companies operating in the United States and globally, as well as other
risks that are not precisely known to us or that we currently consider to be immaterial
to our operations.




---



##### Table of Contents



AMERICAN OIL & GAS, INC.
FORM 10-K/A
TABLE OF CONTENTS
 PagePART IItem 1: Business
    
    
    2Item 1A: Risk Factors
    
    
    9PART IIIItem 10: Directors, Executive Officers and Corporate Governance
    
    
    13Item 11: Executive Compensation
    
    
    16Item 12: Securities Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    23Item 13: Certain Relationships and Related Transactions, and Director Independence
    
    
    25PART IVItem 15: Exhibits, Financial Statement Schedules
    
    
    25Exhibit 31.1Exhibit 31.2
    1




---



##### Table of Contents



Item 1: Business
  
    
    Approximately 53,000 gross (34,000 net) acres in the Fetter Project area, located in
the southern Powder River Basin, Wyoming,
    
    Approximately 128,000 gross (52,000 net) acres in the Krejci Project, located in
Niobrara County, Wyoming,
    
    Approximately 87,000 gross (33,000 net) acres in the Goliath Project, located in the
Williston Basin, North Dakota, and
    
    Approximately 175,000 gross (112,000 net) acres in the Bigfoot Project, located in
the U.S. Rocky Mountain area.
     
    
    Over $25.6 million in working capital ($0.53/share), including $23.3 million in cash
and $5.4 million in short term investments,
    
    No long term debt,
    
    Approximately 259,000 net undeveloped acres of oil and gas leases of which only
approximately 8,000 acres would expire in 2009, even if we drill no wells in 2009,
    
    Improved opportunity for drilling commercially successful wells within the Fetter
and Goliath projects, even at current commodity prices when taking into consideration
current and expected further decreases in service costs, and
    
    Plans to drill several shallow gas wells at our new Bigfoot project that could be
commercially successful under existing gas price conditions.
    
    Little employee turnover in 2008 and no turnover of officers or key managers,
  2




---



##### Table of Contents



Competition
  Proved Reserves
 st st
 At December 31,2008
    
    
    2007
    
    
    2006Proved oil reserves (bbls)
    
    
    75,610
    
    
    
    96,399
    
    
    
    91,850Proved NGL reserves (bbls)
    
    
    11,139
    
    
    
    53,933
    
    
    
    *Proved natural gas reserves (mcf)
    
    
    1,147,074
    
    
    
    1,307,159
    
    
    
    809,847Future net cash flows (before income taxes)
    
    $
    4,675,700
    
    
    $
    13,727,358
    
    
    $
    6,428,667PV-10 Value
    
    $
    2,950,787
    
    
    $
    8,362,799
    
    
    $
    4,692,808
 *
    
    At December 31, 2006, NGL (i.e., natural gas liquids) estimated to be recovered from the produced
natural gas were not significant and not separately estimated.   3




---



##### Table of Contents



Reconciliation of Standardized Measure to PV-10 Value
  At December 31,2008
    
    
    2007
    
    
    2006Standardized measure of discounted future net cash flows
    
    $
    2,944,869
    
    
    $
    8,304,799
    
    
    $
    4,598,000Add present value of future income tax discounted at 10%
    
    
    5,918
    
    
    
    58,000
    
    
    
    94,808PV-10 Value
    
    $
    2,950,787
    
    
    $
    8,362,799
    
    
    $
    4,692,808
 Customers
   Environmental Matters
     4




---



##### Table of Contents



Employees
  Website and Codes of Ethics
 http://www.americanog.com th
  5




---



##### Table of Contents



Glossary of Abbreviations and Terms
  AMI
 Bbl
 Bbl/d
 Bc/d
 Bcf
 Bcfe
 Boe
 Btu or British thermal unit
 Capital Expenditures
 Carried Working Interest
 Completion
 Condensate
 Developed Acreage
 Development Well
 Drill Spacing Unit
 Exploitation
 Exploration
  6




---



##### Table of Contents



Exploratory Well
 Field
 Finding and Development Costs
 Gross Acres
 Gross Wells
 Lease
 Lease Net Acres
 Mcf
 Mcf/d
 Mcfe
 MMcf
 MMcfe
 Net Acres
 Net Wells
 NGL
 Operator
 Participant Group
  7




---



##### Table of Contents



PV-10 value
 Productive well
 Prospect
 Proved developed reserves
 Proved reserves
 Proved undeveloped reserves (PUD
 Re-entry
 Reserves
 Reservoir
 Royalty
 SEC
 Undeveloped Acreage
 Working Interest
  8




---



##### Table of Contents



Title to Properties
  
 Item 1A: Risk Factors
  Risks related to our industry, business and strategy
 We have incurred losses from operations in the past and may do so in the future.
  Oil and natural gas prices are volatile and have substantially declined in recent months. The
recent decline has adversely affected our financial results. Further price declines or even
continuation of current low oil and natural gas prices could significantly affect our future
financial results and impede our growth.
  The current global and US economic and financial crises may have impacts on our business and
financial condition that we currently cannot predict
   9




---



##### Table of Contents



Our development and exploration operations require substantial capital, and we may be unable
to obtain needed capital or financing on satisfactory terms, which could lead to a loss of
properties and a decline in our natural gas and oil reserves.
  Oil and gas operations are inherently risky.
    We may be unable to find additional reserves.
   10




---



##### Table of Contents



We could be adversely impacted by changes in the oil and gas market.
  We are subject to extensive government regulations.
  
    
    the prevention of waste,
 
    
    the discharge of materials into the environment,
 
    
    the conservation of oil and natural gas,
 
    
    pollution,
 
    
    permits for drilling operations,
 
    
    drilling bonds, and
 
    
    reports concerning operations, spacing of wells, and the unitization and pooling of
properties.
  New government regulation and environmental risks could increase our costs.
  Our operations and financial condition may be impacted adversely by new taxes and changes to
tax laws.
   11




---



##### Table of Contents



Shortages of rigs, equipment, supplies and personnel could delay or otherwise adversely affect
our cost of operations or our ability to operate according to our business plans.
  Shortages of transportation services and processing facilities may result in our receiving a
discount in the price we receive for oil and natural gas sales or may adversely affect our ability
to sell our oil and natural gas.
  We could be adversely impacted by customer(s) and industry partners unable to meet their
obligations
  Risks Related to our Common Stock
 Our common stock is thinly traded, so investors may not be able to sell any significant number
of shares of our stock at prevailing market prices.
  We meet normal exchange guidelines for the continuation of trading of our common stock, but
unexpected de-listing may occur.
  1.
    
    the listed company has stockholders equity of less than $6 million or if the Exchange
believes it questionable that the issuer will be able to continue operations or meet its
obligations as they mature;
 2.
    
    the listed company has less than 200,000 shares outstanding (excluding shares held by
insiders and controlling shareholders);
 3.
    
    the listed company has sold its operating assets and ceased to be an operating company
or its shares have no value; and
 4.
    
    the listed company fails to comply with Listing Requirements of the exchange or with
SEC requirements.
  12




---



##### Table of Contents



Our stock price and trading volume may be volatile, which could result in losses for our
stockholders.
  
    
    conditions generally affecting the oil and natural gas industry, such as declines in the
prices of oil and gas,
 
    
    actual or anticipated quarterly variations in our operating results,
 
    
    changes in expectations as to our future financial performance or changes in financial
estimates, if any,
 
    
    announcements relating to our business or the business of our competitors,
 
    
    the success of our operating strategy and
 
    
    the operating and stock performance of other comparable companies.
  We may issue debt or preferred stock with rights that are preferential to, and could cause a
decrease in the value of, our common stock.
  
    
    the establishment of principal and interest obligations or dividends which must
be paid prior to declaring or paying dividends or other distributions to our common
stockholders,
 
    
    a security interest in some or all of our assets that could be foreclosed upon in
the event of default of a loan agreement or similar instrument,
 
    
    greater or preferential liquidation rights which could negatively affect the
rights of common stockholders and
 
    
    the right to convert the debt or preferred stock at a rate or price which would
have a dilutive effect on the outstanding shares of common stock.
 
 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
    
    
    65
    
    
    DirectorC. Scott Hobbs
    
    
    55
    
    
    DirectorNick DeMare
    
    
    54
    
    
    Director
 *
    
    Ages of directors and officers disclosed in Item 10,
as amended, are as of June 23, 2009, consistent with ages in the Definitive Proxy Statement
filed on June 23, 2009.  13




---



##### Table of Contents



Patrick D. OBrien
 Andrew P. Calerich
 Jon R. Whitney
 C. Scott Hobbs
  14




---



##### Table of Contents



Nick DeMare
 Names of Reporting Issuers
    
    Positions Held
    
    MarketAguila American Resources Ltd.
    
    Director
    
    TSXVAndean American Mining Corp.
    
    Director
    
    TSXVAstral Mining Corp.
    
    Director
    
    TSXVSalazar Resources Ltd.
    
    Director
    
    TSXVEnterprise Oilfield Group, Inc.
    
    Director
    
    TSXVGGL Diamond Corp.
    
    Director
    
    TSXVGeoPetro Resources Company
    
    Director
    
    NYSE AmexGolden Peaks Resources Ltd.
    
    Director
    
    TSXVHalo Resource, Ltd.
    
    Director, CFO
    
    TSXVKola Mining Corp.
    
    Director
    
    TSXVLariat Resources Ltd.
    
    Director
    
    TSXVMawson Resources Limited
    
    Director
    
    TSXVMirasol Resources Ltd.
    
    Director
    
    TSXVTinka Resources Limited
    
    Director
    
    TSXVTumi Resources Limited
    
    Director
    
    TSXV
 Executive Officers:
 Joseph B. Feiten th th Petroleum Accounting Principles,
Procedures, & Issues
 Don E. Schroeder
  15




---



##### Table of Contents



Peter T. Loeffler
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee
 http://www.americanog.com
 
 Item 11: Executive Compensation
 Compensation Discussion and Analysis
  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;
  16




---



##### Table of Contents




    
    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
   17




---



##### Table of Contents




    
    the executive officers long-term employment agreement;
 
    
    the executive officers entire compensation package;
 
    
    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
    Health and Welfare Benefits
  Employment Agreements
   18




---



##### Table of Contents



st
  th
 th
   19




---



##### 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)
    
    
    (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
& Development
    
    
    2007
    (3)
    
    $
    90,000
    
    
    
    
    
    
    $
    63,267
    
    
    $
    57,812
    
    
    
    
    
    
    
    
    
    
    $
    14,019
    
    
    $
    225,0982006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (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.  20




---



##### 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 Incentive Plan
    
    
    Equity Incentive Plan
    
    
    Number of
    
    
    Securities
    
    
    Base Price
    
    
    Value of StockGrant
    
    
    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
    
    
    $
    94,50011/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,000
    **
    
    $
    2.00
    
    
    $
    183,600
    **Don Schroeder
    
    
    4/17/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    3.37
    
    
    $
    94,50011/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,000
    **
    
    $
    2.00
    
    
    $
    183,600
    **Peter Loeffler
    
    
    4/17/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    3.37
    
    
    $
    94,50011/5/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,000
    **
    
    $
    2.00
    
    
    $
    113,400
    **
 *
    
    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.***
    
    The $3.37 exercise price corresponds to the $3.37 stock closing price at the date of grant.
The $2.00 exercise price was set by the board of directors on the date such options were
approved, November 5, 2008, when the Companys common stock closed at $1.55 per share. All
stock options granted in 2008 to these officers were under the 2006 Stock Incentive Plan other
than (i) the options granted to Don Schroeder and (ii) a portion (280,000 shares) of the
options granted to Joseph Feiten; which were granted under the 2004 Plan. 2008 Outstanding Equity Awards at Fiscal Year-End (December 31, 2008)
 Option Awards
    
    
    Stock AwardsEquityIncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Unearned
    
    
    MarketNumber of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    shares in
    
    
    Value ofSecurities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Equity
    
    
    UnearnedNumber of Securities
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Incentive
    
    
    Shares inUnderlying Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock That
    
    
    Plan
    
    
    Equity PlanOptions  (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Awards(#),
    
    
    Awards ($),Name
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested (#)
    
    
    Vested ($)
    
    
    Note (A)
    
    
    Note (B)Patrick OBrien
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    
    7/15/2009
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Patrick OBrien
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    $
    1.25
    
    
    
    7/14/2010
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    **
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    $
    12,800Peter Loeffler
    
    
    
    
    
    
    
    
    
    
    210,000
    
    
    $
    2.00
    
    
    
    11/5/2016
    **
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    80,000Peter Loeffler
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    $
    3.37
    
    
    
    4/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (A)
    
    This column refers to number of unearned shares, units or other rights that have not
vested with regards to Equity Incentive Plan awards.(B)
    
    This column refers to the market or payout value of unearned shares, units or other rights that
have not vested with regards to Equity Incentive Plan awards.  21




---



##### Table of Contents



*
    
    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. 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. Potential Payments Upon Termination
  Potential Payments Upon Change In Control
   22




---



##### Table of Contents



2008 Director Compensation Table
  Changein Pension ValueFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    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
  
 Item 12:
    
    Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Number of Sharesof Common Stock
    
    
    Percent of Shares ofBeneficially
    
    
    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
    
    
    2,910,000
    (12)
    
    
    5.68
    %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.  23




---



##### Table of Contents



(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.(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 (Wellington Management), in its
capacity as investment adviser, may be deemed to beneficially own 3,021,625 shares of American
which are held of record by clients of Wellington Management whereby Wellington Management 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. Either of
North Finn LLCs two managers, Wayne Neumiller or Mike Neumiller (the Managers) have the
power to exercise North Finn LLCs option to acquire 2,900,000 shares of our common stock and
to vote or dispose of such shares if acquired. North Finn LLC owned 10,000 shares of our
common stock, of which either Manager has the power to vote or dispose. 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
  24




---



##### Table of Contents



Item 13:
    
    Certain Relationships and Related Transactions, and Director Independence
   Director Independence
  
 PART IV
 
 Item 15:
    
    Exhibits, Financial Statement Schedules
  Original 10-KPageReport 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
  25




---



##### 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.)
  26




---



##### Table of Contents



Exhibit No.
    
    Description10
    (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.)10
    (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.)
  27




---



##### Table of Contents



Exhibit No.
    
    Description10
    (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.)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 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 
 SIGNATURES
  American Oil & Gas, Inc./s/ Andrew P. CalerichAndrew P. CalerichPresident/s/ Joseph B. FeitenJoseph B. Feiten
Chief Financial Officer
(principal financial officer andprincipal accounting officer)  28