UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A



SQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011



£TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _____ to _____



OSAGE EXPLORATION AND DEVELOPMENT, INC.

(Exact
name of small business issuer as specified in its charger)



|Delaware                                                                                                                                         | 0-52718                   | 26-0421736                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------- | --------------------------------------------------------------------------------------------------------------
|(State
                                                          or other jurisdiction
        of
        incorporation or
        organization) | (Commission
    File No.) | (I.R.S.
                                                          Employer
        Identification
        No.)



|2445 5th Avenue
        Suite 310
        San Diego, CA 92101 |  | (619) 677-3956             
|------------------------------------------------------------- |  | ---------------------------
|(Address of principal executive                               |  | (Issuer’s telephone number)
|offices)                                                      |  |                            



Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 month (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes
S           No £



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes
S             No £



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company in Rule 12b-2 of the Exchange Act.



Large
Accelerated Filer £         Accelerated Filer £

Non-Accelerated
Filer £            Smaller Reporting Company S



Indicate
by check mark whether the registrant is a shell company (as defined in section 12b-2 of the Exchange Act)

Yes£No S



The number
of outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of August 12, 2011 was 47,299,775.
















Explanatory
Note



Osage Exploration
and Development, Inc. (referred to herein, as, “Osage,” the “Company,” “we,” “us,”
and “our”) are filing this Amendment No. 1 (this “Amendment”) to our Form 10-Q for the quarterly period
ended June 30, 2011 (“June 30, 2011 Form 10Q”) which was originally filed with the Securities and Exchange Commission
(the “SEC”) on August 12 2011.



This Amendment
is being filed solely to add, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and in response
to a comment from the Staff of the SEC, revised certifications by our principal executive officer and principal financial officer
under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, respectively, as Exhibits 31.1 and 31.2.



Because
no other exhibits are being filed with this Amendment, the exhibit index included herewith lists only those exhibits and not the
exhibits that were incorporated by reference into or attached to the June 30, 2011 Form 10Q.



This Amendment
does not change our previously reported financial statements or the other financial disclosures contained in the June 30, 2011
Form 10Q. Except as stated herein, this Amendment does not reflect events occurring after the filing of the June 30, 2011 Form
10Q and no attempt has been made in this Amendment to modify or update other disclosures as presented in the June 30, 2011 Form
10Q.



ii







OSAGE
EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY



TABLE
OF CONTENTS



|                                | Page
|------------------------------- | ----
|                                |     
|PART
    II – OTHER INFORMATION
|                                |     
|Item
    6    Exhibits          | 1   
|                                |     
|Signatures                      | 1   



iii







PART
II – OTHER INFORMATION



Item
6       Exhibits



See Exhibit
Index attached hereto.



SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
of the undersigned thereunto duly authorized.



|                          | OSAGE
                    EXPLORATION AND DEVELOPMENT, INC.
        (Registrant)
|------------------------- | --------------------------------------------------------------------------------
|                          |                                                                                 
|Date:   September 6, 2011 | By:                                                                             
|                          | Kim Bradford                                                                    
|                          | President and Chief Executive Officer                                           



|Date: 
    September 6, 2011 | By:                         | /s/  Kim Bradford
|---------------------------- | --------------------------- | -----------------
|                             | Kim Bradford               
|                             | Principal Financial Officer



1







EXHIBIT
INDEX



The following
is a list of Exhibits required by Item 601 of Regulation S-K. Except for these exhibits indicated by an asterisk which are filed
herewith, the remaining exhibits below are incorporated by reference to the exhibit previously filed by us as indicated.



|Exhibit
     No. |  | Description                                                                                                                                                                                                                                                
|---------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1              |  | Articles
of Incorporation of Osage Exploration and Development, Inc. (1)                                                                                                                                                                                   
|                 |  |                                                                                                                                                                                                                                                            
|3.2              |  | Bylaws
of Osage Exploration and Development, Inc. (2)                                                                                                                                                                                                      
|                 |  |                                                                                                                                                                                                                                                            
|31.1 (*)         |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President and Chief Executive Officer (Principal Executive
    Officer)                                 
|                 |  |                                                                                                                                                                                                                                                            
|31.2 (*)         |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, Chief Financial Officer (Principal Financial Officer).                                                  
|                 |  |                                                                                                                                                                                                                                                            
|32.1 (*)         |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President and Chief Executive Officer (Principal Executive
    Officer and Principal Financial Officer).



|(1) |  | Incorporated herein by reference
to Exhibit 3.1 to the Osage Exploration and Development, Inc. Form 10-SB Amendment No. 1 filed August 27, 2007
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated herein by reference
to Exhibit 3.2 to the Osage Exploration and Development, Inc. Form 10-SB Amendment No. 1 filed August 27, 2007
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



2