U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     For the period ended September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from ______ to _______


                         COMMISSION FILE NO. 333-141060


                        AMERICAN EXPLORATION CORPORATION
                 ______________________________________________
                 (Name of small business issuer in its charter)


            NEVADA                                               98-0518266
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


               407 2ND STREET SW, CALGARY, ALBERTA, CANADA T2P 2Y3
               ___________________________________________________
                    (Address of principal executive offices)


                                 (403) 233-8484
                          ___________________________
                          (Issuer's telephone number)


Securities registered pursuant to Section         Name of each exchange on which
            12(b) of the Act:                              registered:
                   NONE

          Securities registered pursuant to Section 12(g) of the Act:

                              COMMON STOCK, $0.001
                              ____________________
                                (Title of Class)


<PAGE>


Indicate by checkmark whether the issuer:  (1) has filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(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 [X] 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  (Section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files.

                                  Yes [X] No[ ]

Indicate by check mark whether the registrant is a large  accelerated  filed, an
accelerated  filer, a  non-accelerated  filer, or a smaller  reporting  company.

Large accelerated  filer [ ]                              Accelerated  filer [ ]

Non-accelerated  filer   [ ]                      Smaller  reporting company [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

Applicable  Only  to  Issuer  Involved  in  Bankruptcy  Proceedings  During  the
Preceding Five Years.
                                       N/A

Indicate by  checkmark  whether the issuer has filed all  documents  and reports
required to be filed by Section 12, 13 and 15(d) of the Securities  Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.

                                 Yes [ ] No [ ]

                    Applicable Only to Corporate Registrants

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the most practicable date:

Class                                        Outstanding as of November 19, 2009
Common Stock, $0.001                                    58,900,000




                                      -2-


<PAGE>


                        AMERICAN EXPLORATION CORPORATION

                                    Form 10-Q


Part 1.   FINANCIAL INFORMATION                                                4

Item 1.   FINANCIAL STATEMENTS                                                 4

             Balance Sheets                                                    5
             Statements of Operations                                          6
             Statements of Cash Flows                                          7
             Notes to Financial Statements                                     8

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          21

Item 4.   Controls and Procedures                                             21


Part II.  OTHER INFORMATION                                                   22

Item 1.   Legal Proceedings                                                   22

Item 1A.  Risk Factors                                                        22

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         23

Item 3.   Defaults Upon Senior Securities                                     26

Item 4.   Submission of Matters to a Vote of Security Holders                 26

Item 5.   Other Information                                                   26

Item 6.   Exhibits                                                            27


                                      -3-


<PAGE>


PART I



ITEM 1. FINANCIAL STATEMENTS



                        AMERICAN EXPLORATION CORPORATION
                         (an Exploration Stage Company)

                              FINANCIAL STATEMENTS

                               September 30, 2009
                                   (Unaudited)
























                                      -4-


<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                    (f.k.a. Minhas Energy Consultants, Inc.)
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                                   (Unaudited)

                                                                 September 30,     December 31,
                                                                     2009              2008
                                                                 _____________     ____________
<S>                                                               <C>               <C>

ASSETS

Current Assets
   Cash and equivalents                                           $    13,713       $  160,832
                                                                 _____________     ____________
Total Current Assets                                                   13,713          160,832

Oil and gas properties - unevaluated, not subject
  to amortization                                                   3,771,001                -
Option to purchase oil and gas lease                                        -          781,250
Website, net of amortization                                            7,234            9,725
                                                                 _____________     ____________

Total Assets                                                      $ 3,791,948       $  951,807
                                                                 =============     ============

LIABILITES & STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable and accrued liabilities                       $   120,419       $    8,418
   Accounts payable - related parties                                       -            5,000
   Stock payable                                                      455,000                -
   Notes payable - related parties                                     87,548                -
                                                                 _____________     ____________

Total Current Liabilities                                             662,967           13,418

Commitments and contingencies                                               -                -

Stockholders' Equity
   Common stock, $0.001 par value, 150,000,000 authorized:
      58,900,000 and 137,475,000 shares issued and
         outstanding, respectively                                     58,900          137,475
   Additional paid in capital                                       4,892,417          965,775
   Accumulated deficit during exploration stage                    (1,822,336)        (164,861)
                                                                 _____________     ____________

Total Stockholders' Equity                                          3,128,981          938,389
                                                                 _____________     ____________

Total Liabilities and Stockholders' Equity                        $ 3,791,948       $  951,807
                                                                 =============     ============


              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                         UNAUDITED FINANCIAL STATEMENTS

</TABLE>


                                      -5-

<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                    (f.k.a. Minhas Energy Consultants, Inc.)
                         (An Exploration Stage Company)
             For the Three and Nine Months Ended September 30, 2009
       and the Period from Inception (May 11, 2006) to September 30, 2009

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                        Three Months Ended               Nine Months Ended
                                           September 30                    September 30
                                    ___________________________     ___________________________     Inception to
                                                                                                      September
                                        2009           2008            2009            2008            30, 2009
                                    ___________     ___________     ___________     ___________     ____________
<S>                                 <C>             <C>             <C>             <C>             <C>

Revenue                             $         -     $         -     $         -     $         -     $          -

Operating Expenses
   General and administrative         1,357,125          10,654       1,411,859          37,986        1,531,855
   Professional Fees                     66,992               -         243,425               -          288,290
                                    ___________     ___________     ___________     ___________     ____________

Total Operating Expenses              1,424,117          10,654       1,655,284          37,986        1,820,145

Loss from operations                 (1,424,117)        (10,654)     (1,655,284)        (37,986)      (1,820,145)

Other income(expense)
   Interest expense                      (2,191)              -          (2,191)              -           (2,191)
                                    ___________     ___________     ___________     ___________     ____________
Loss before income taxes             (1,426,308)        (10,654)     (1,657,475)        (37,986)      (1,822,336)

   Income taxes                               -               -               -               -                -

Net loss                            $(1,426,308)    $   (10,654)    $(1,657,475)    $   (37,986)    $ (1,822,336)
                                    ===========     ===========     ===========     ===========     ============

Net loss per common share -
basic and diluted                         (0.03)    $     (0.00)    $     (0.02)    $     (0.00)
                                    ===========     ===========     ===========     ===========

Weighted average common
shares - basic and diluted           56,705,707      90,650,000      82,803,114      90,650,000
                                    ===========     ===========     ===========     ===========


              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                         UNAUDITED FINANCIAL STATEMENTS

</TABLE>


                                      -6-

<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                    (f.k.a. Minhas Energy Consultants, Inc.)
                         (An Exploration Stage Company)
                  For the Nine Months Ended September 30, 2009
       and the Period from Inception (May 11, 2006) to September 30, 2009

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            Nine Months Ended
                                                      _______________________________     Inception to
                                                      September 30,     September 30,     September 30,
                                                           2009              2008             2009
                                                      _____________     _____________     _____________
<S>                                                     <C>                <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                              $ (1,657,475)     $  (37,986)       $ (1,822,336)
ADJUSTMENT TO RECONCILE NET LOSS TO CASH USED
BY OPERATING ACTIVITIES:
   Amortization expense                                      2,493             406               4,045
   Share-based compensation                                853,318               -             853,318
   Changes in operating assets and liabilities:
      Inventory                                                  -           1,161               1,161
      Accounts payable and accrued liabilities             111,998          (1,650)            122,362
      Accounts payable - related parties                         -           5,000                   -
      Foreign currency adjustment                                -               -                 616
                                                      _____________     _____________     _____________

Net cash used in operating activities                     (689,666)        (33,069)           (840,834)

CASH FLOWS FROM INVESTING ACTIVITIES
   Website                                                       -               -             (10,000)
   Acquisition of unproved oil and gas properties         (325,001)              -          (1,106,251)
                                                      _____________     _____________     _____________

Net cash used in investing activities                     (325,001)              -          (1,116,251)


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock and warrants     780,000               -           1,883,250
   Proceeds from notes payable - related parties            87,548               -              87,548
                                                      _____________     _____________     _____________

Net cash provided by financing activities                  867,548               -           1,970,798


(Decrease) increase in cash during period                 (147,119)        (33,069)             13,713

Cash, beginning of period                                  160,832          35,550                   -

                                                      _____________     _____________     _____________

Cash, end of period                                     $   13,713        $  2,481         $    13,713
                                                      =============     =============     =============

Supplemental cash flow information:
   Taxes paid                                           $        -        $      -         $         -
   Interest paid                                        $        -        $      -         $         -

Non-cash investing and financing activities:
   Stock issued to purchase oil and gas property        $ 2,664,751       $      -         $ 2,664,751
   Common stock cancelled                               $    83,000       $      -         $    83,000
   Forgiveness of related party liability as
     contributed capital                                $     5,000       $      -         $     5,000

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                         UNAUDITED FINANCIAL STATEMENTS

</TABLE>


                                      -7-

<PAGE>



                        AMERICAN EXPLORATION CORPORATION
                    (f.k.a. Minhas Energy Consultants, Inc.)
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

The Company was originally incorporated under the laws of the state of Nevada on
May  11,  2006.  The  Company  has  limited  operations  and  is  considered  an
Exploration stage company, and has had no revenues from operations to date.

Initial operations have included capital formation,  organization, target market
identification  and marketing  plans.  On August 6, 2008 the Company merged with
its  wholly  owned  subsidiary  and  changed  its name to  American  Exploration
Corporation.  Concurrent with the name change,  management  changed the focus of
operations  from the provision  consulting  engineering  services to oil and gas
exploration and development.

BASIS OF PRESENTATION

In the opinion of management,  the accompanying  consolidated balance sheets and
related statements of income and cash flows include all adjustments,  consisting
of normal recurring items,  necessary for their fair  presentation in conformity
with accounting  principles  generally  accepted in the United States of America
("U.S. GAAP").

Interim results are not  necessarily  indicative of results for a full year. The
information  included  in this Form  l0-Q  should  be read in  conjunction  with
information  included in the Company's  Form 10-K, for the period ended December
31, 2008, filed with the U.S. Securities and Exchange Commission.

On August 18, 2008,  the Company  affected a 14 for 1 forward stock split of its
issued and outstanding par value $0.001 common shares. On April 13, 2009 a 1.5:1
forward stock split took effect. All share amounts have been adjusted to reflect
the retroactive effect of these forward stock splits.

NOTE 2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  RECENT  ACCOUNTING
PRONOUNCEMENTS

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

LOSS PER SHARE

Basic  loss per share are  calculated  by  dividing  the  Company's  net  income
available to common shareholders by the weighted average number of common shares
outstanding  during the period.  Diluted net loss per common share is determined
using the  weighted-average  number  of common  shares  outstanding  during  the
period,  adjusted for the dilutive effect of common stock  equivalents,  such as
outstanding  options or  warrants.  In periods  when  losses are  reported,  the
weighted-average  number of common  shares  outstanding  excludes  common  stock
equivalents, because their inclusion would be anti-dilutive.

For the three and nine months ended September 30, 2009,  options and warrants to
purchase  2,700,000 and 1,477,916  shares of common  stock,  respectively,  were
excluded from the diluted EPS  calculation  because their effect would have been


                                      -8-
<PAGE>

antidilutive.  For the three  months and nine months ended  September  30, 2008,
options and warrants to purchase  2,700,000 and 1,477,916 shares of common stock
were  excluded  from the diluted EPS  calculation  because  their  because their
effect would have been antidilutive.

CASH AND CASH EQUIVALENTS

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

CONCENTRATIONS OF RISKS - CASH BALANCES

The Company  maintains its cash in  institutions  insured by the Canada  Deposit
Insurance  Corporation  (CDIC).  All non-interest  bearing  transaction  deposit
accounts at an  FDIC-insured  institution,  including  all personal and business
checking deposit  accounts that do not earn interest,  are fully insured for the
entire  amount in the deposit  account.  This  unlimited  insurance  coverage is
temporary  and will  remain  in  effect  for  participating  institutions  until
December 31, 2009.

All other deposit  accounts at  CDIC-insured  institutions  are insured up to at
least $250,000 per depositor  until December 31, 2009. On January 1, 2010,  CDIC
deposit  insurance  for all  deposit  accounts,  except for  certain  retirement
accounts, will return to at least $100,000 per depositor.

OIL AND GAS PROPERTIES, FULL COST METHOD

The Company has  elected to use the full cost method of  accounting  for oil and
gas  producing  activities.  Costs to acquire  mineral  interests in oil and gas
properties,  to drill and equip  exploratory wells used to find proved reserves,
and to drill and equip  development  wells including  directly  related overhead
costs and related asset retirement costs are capitalized.

Under this method,  all costs,  including  internal  costs  directly  related to
acquisition,  exploration and development  activities are capitalized as oil and
gas  property  costs on a county by country  basis.  Properties  not  subject to
amortization consist of exploration and development costs which are evaluated on
a  property-by-property  basis.  Amortization  of these unproved  property costs
begins when the properties  become proved or their values become  impaired.  The
Company assesses the realizability of unproved  properties,  if any, on at least
an annual basis or when there has been an  indication  that  impairment in value
may have  occurred.  Impairment  of unproved  properties  is  assessed  based on
management's  intention  with regard to future  exploration  and  development of
individually  significant  properties  and the  ability of the Company to obtain
funds  to  finance  such  exploration  and  development.  If the  results  of an
assessment  indicate  that  the  properties  are  impaired,  the  amount  of the
impairment is added to the capitalized costs to be amortized.

In applying  the full cost  method,  the Company  performs  an  impairment  test
(ceiling  test) at each reporting  date,  whereby the carrying value of property
and  equipment  is  compared  to the  "estimated  present  value," of its proved
reserves discounted at a 10-percent interest rate of future net revenues,  based
on current economic and operating  conditions at the end of the period, plus the
cost of properties  not being  amortized,  plus the lower of cost or fair market
value of unproved properties included in costs being amortized,  less the income
tax effects  related to book and tax basis  differences  of the  properties.  If
capitalized  costs  exceed  this limit,  the excess is charged as an  impairment
expense.

FOREIGN EXCHANGE AND CURRENCY TRANSLATION

For the periods presented,  the Company maintained cash accounts in Canadian and
U.S. dollars, and incurred certain expenses denominated in Canadian dollars. The
Company's  functional and reporting  currency is the U.S.  dollar.  Transactions
denominated in foreign  currencies are translated into U.S.  dollars at exchange
rates in effect on the date of the  transactions.  Assets  and  liabilities  are
translated  using  exchange  rates at the end of each period.  Exchange gains or
losses on transactions are included in earnings.  Adjustments resulting from the
translation  process are reported in a separate component of other comprehensive
income and are not included in the  determination  of the results of operations.


                                      -9-
<PAGE>

For  all  periods  presented,  any  exchange  gains  or  losses  or  translation
adjustments resulting from foreign currency transactions were immaterial.

As of September 30, 2009 the Company had no proved  properties and no impairment
of unevaluated oil and gas properties was indicated.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009,  the FASB  issued  SFAS No.  168,  THE FASB  ACCOUNTING  STANDARDS
CODIFICATION  AND THE  HIERARCHY OF  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES
("SFAS 168" or ASC 105-10).  SFAS 168 (ASC 105-10)  establishes the Codification
as the sole source of authoritative accounting principles recognized by the FASB
to be applied by all  nongovernmental  entities in the  preparation of financial
statements  in  conformity  with GAAP.  SFAS 168 (ASC 105-10) was  prospectively
effective  for financial  statements  issued for fiscal years ending on or after
September 15, 2009, and interim periods within those fiscal years.  The adoption
of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company's results of
operations  or  financial  condition.  The  Codification  did not  change  GAAP;
however,  it did change the way GAAP is organized  and  presented.  As a result,
these changes impact how companies reference GAAP in their financial  statements
and in their  significant  accounting  policies.  The  Company  implemented  the
Codification in this Report by providing  references to the Codification  topics
alongside references to the corresponding standards.

In June 2008, the FASB issued FSP EITF 03-6-1 (ASC 260-10),  DETERMINING WHETHER
INSTRUMENTS  GRANTED  IN  SHARE-BASED  PAYMENT  TRANSACTIONS  ARE  PARTICIPATING
SECURITIES  ("FSP EITF  03-6-1" or ASC  260-10).  FSP EITF 03-6-1  (ASC  260-10)
addresses whether instruments  granted in share-based  payment  transactions are
participating securities prior to vesting and, therefore, need to be included in
computing  earnings per share under the two-class  method  described in SFAS No.
128 (ASC 260-10), EARNINGS PER SHARE . FSP EITF 03-6-1 (ASC 260-10) is effective
for the Company as of January 1, 2009 and in accordance with its requirements it
will be applied  retrospectively.  The  adoption of FSP EITF 03-6-1 (ASC 260-10)
did  not  have  a  material  impact  on  the  Company's  consolidated  financial
statements.

Other recently issued or adopted accounting  pronouncements are not expected to,
or did not have,  a material  effect on the  Company's  operations  or financial
position.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  The Company has net losses for the period from inception to
September 30, 2009 of $1,822,336. The Company intends to fund initial operations
through equity financing  arrangements and current efforts are further described
in Note 8.

The  ability of the Company to emerge from the  exploration  stage is  dependent
upon the  Company's  successful  efforts to raise  sufficient  capital  and then
attaining profitable operations.  In response to these problems,  management has
planned or completed the following actions:

     o    The Company has completed an SB-2 Registration  Statement and obtained
          a trading symbol for its common shares on the OTCBB.
     o    Management intends to raise additional funds through public or private
          equity or debt offerings.
     o    Management  has changed the focus of the  Company's  operations to oil
          and gas exploration and development  from the provision of engineering
          services.  There  can be no  assurances,  however,  that  management's
          expectations of future revenues will be realized.


                                      -10-

<PAGE>



NOTE 4. STOCKHOLDERS' EQUITY

COMMON STOCK - ISSUED AND OUTSTANDING

On May 11, 2006 (inception),  the Company issued 94,500,000 shares of its common
stock to its  Directors for cash of $4,500.  On September 30, 2006,  the Company
closed a private  placement  for  41,475,000  common  shares for an aggregate of
$98,750.

On November 19th and 24th of 2008, the Company closed two private placements for
1,350,000 and 150,000  shares  respectively,  at a price of $0.66 for a total of
$1,000,000.  Included with each share in these private  placements  was one-half
non-transferable  share purchase  warrant.  Each warrant has a term of 12 months
and entitles the subscriber to purchase one  additional  share of the company at
an exercise price of $2.00 per warrant share.

Two private placements were completed for 487,500 shares for a total of $325,000
in February  2009.  Included  with each share in these  private  placements  was
one-half  non-transferable share purchase warrant. Each warrant has a term of 12
months and  entitles the  subscriber  to purchase  one  additional  share of the
company's stock at an exercise price of $2.00 per share.

On March 21, 2009 our prior executive  officers and founders agreed to return an
aggregate  83,100,000  shares of our common stock to the  Company.  They did not
receive any compensation from the return and cancellation of these shares to the
Company.

On August 19,  2009  4,037,500  shares  were  issued to  Westrock to acquire the
balance of an oil and gas lease (see Note 7).  These shares were valued at $0.66
per share for a total of $2,664,750, based upon the Company's share price on the
date of agreement.

On August 31, 2009 a private placement  closed,  for 260,000 shares at $0.50 per
share or $130,000.  On September 21, 2009 two private placements closed, one for
133,333 shares at $0.75 and one for 400,000 shares at $0.50 raising $100,000 and
$200,000  respectively.  On September  25, 2009 a private  placement  closed for
25,000  shares at $1.00.  The total  raised by  private  placement  in the third
quarter  of 2009 was  $455,000.  Warrants  were  attached  to each of the  third
quarter 2009 private  placements  at the  equivalent of one warrant for each two
shares of common stock.  The warrants have exercise prices ranging from $0.50 to
$1.00. As of September 30, 2009, the shares related to these placements have not
been issued so the aggregate 818,333 shares are shown as stock payable.

STOCK OPTIONS

In September 2009, the Company adopted the 2009 Stock Option Plan ("2009 Plan").
The 2009 Plan allows the Company to issue  options to  officers,  directors  and
employees, as well as consultants,  to purchase up to 7,000,000 shares of common
stock.

During September 2009, the following options were granted:

     o    1,000,000  options to the Company's  Chief Executive  Officer,  who is
          also a director of the Company.
     o    1,150,000 options to two directors of the Company
     o    150,000 options to the Company's Chief Financial Officer
     o    400,000 options to three consultants to the Company

All the options  granted have an exercise price of $0.80 per share and a 10 year
life. One third of the options  vested at the date of grant,  with the remaining
options vesting in equal parts in September 2012 and September 2015.

Fair  value  of the  options  granted  was  $2,559,954  and  was  calculated  in
accordance  with  the  Black-Sholes  valuation  model  based  on  the  following
assumptions:  (a) risk free  interest  rate 3.47%,  (b) expected  volatility  of
192.35% (c) expected life of 5.75 years, and (d) zero expected future dividends.
The options  qualify as `plain  vanilla'  under the  accounting  literature  and
therefore,  the expected life has been calculated  pursuant to the provisions of


                                      -11-
<PAGE>

Staff Accounting  Bulletin No. 107. The Company  recognized  $853,318 related to
these  option  issuances  during the three and nine months ended  September  30,
2009.

A summary of stock option  activity and related  information for the nine months
ended September 30, 2009 is presented below:

<TABLE>
<CAPTION>

                                                                        Weighted-Average       Aggregate Intrinsic
                                                    Options              Exercise Price               Value
                                               ___________________    _____________________    _____________________

<S>                                                     <C>          <C>                      <C>
Outstanding at January 1, 2009                                  -    $                   -    $                   -
Granted                                                 2,700,000                     0.80                        -
Exercised                                                       -                        -                        -
Forfeited                                                       -                        -                        -
                                               ___________________
Outstanding at September 30, 2009                       2,700,000    $                0.80    $           1,215,000
                                               ===================
Exercisable at September 30, 2009                         900,000    $                0.80    $             405,000

</TABLE>

As of September 30, 2009, total unrecognized  stock-based  compensation  expense
related to non-vested stock options was $1,706,636.  The unrecognized expense is
expected to be recognized  over the weighted  average  period of 6 years and the
weighted  average  remaining  contractual  term of the  outstanding  options and
exercisable options at September 30, 2009 is approximately 10 years.

WARRANTS

A summary of warrant activity and related  information for the nine months ended
September 30, 2009 is presented below:

<TABLE>
<CAPTION>

                                                                         Weighted-Average           Aggregate
                                                        Warrants          Exercise Price         Intrinsic Value
                                                    _________________   ____________________   ____________________

<S>                                                        <C>         <C>                    <C>
Outstanding at January 1, 2009                               825,000   $               2.00   $                  -
Granted                                                      652,916                   1.26                      -
Exercised                                                          -                      -                      -
Forfeited                                                          -                      -                      -
                                                    _________________
Outstanding and exercisable at September 30, 2009          1,477,916   $               1.67   $            365,000
                                                    =================
</TABLE>

At September 30, 2009,  the Company had 1,477,916  warrants  outstanding  with a
remaining  weighted  average  contractual life of one year. The weighted average
exercise price for all remaining  outstanding  warrants was $1.67.  The warrants
had an aggregate fair market value of $431,488 at the date of grant.



                                      -12-
<PAGE>



NOTE 5. RELATED PARTY TRANSACTIONS

The $5,000 related party payable to the company from a director,  outstanding as
of December  31,  2008,  was  forgiven  as of January 1, 2009 and  recorded as a
contribution to capital.

During the second  quarter of 2009,  directors of the Company  loaned a total of
$87,548 to cover operating expenses. Terms of the loan were finalized during the
2009  third  quarter.  Interest  of 10% per  annum  will be paid to the  lenders
beginning July 1, 2009 and the loan is due upon demand.

NOTE 6.  UNEVALUATED OIL AND GAS PROPERTIES

In  November  2008,  the  Company  executed  an option  agreement  (the  "Option
Agreement") to purchase a 75% net revenue  interest  (100% working  interest) in
approximately  5,000 net acres in oil and gas leases  located in  Mississippi in
the onshore  region of the Gulf Coast of the United  States.  The purchase price
was  $625.00  per net acre or a total of  approximately  $3,125,000.  The Option
Agreement  required  that a well be spud no later than May 31, 2009 and provided
the Company until  November 17, 2008 to complete its due diligence  (the "Option
Period").  The Company  made a cash  payment of $781,250  upon  execution of the
Option Agreement.

The Option  Agreement  was amended a number of times to extend the Option Period
and through  August 2009,  the Company made  additional  cash payments  totaling
$325,001 to the counterparty.

On August 19, 2009,  the Company  entered  into a final  amendment to the Option
Agreement  whereby  the  Company  (i)  agreed to issue  4,037,500  shares of its
restricted  common stock as satisfaction for the remaining balance due under the
Option  Agreement,  and (ii) agreed to drill and  complete a minimum of at least
one well on the  properties  in the  Haynesville  geological  zone no later than
December 31, 2010.

The 4,037,500 shares issued to satisfy the remaining  purchase price were valued
at  $2,664,750,  based upon the Company's  share price on the date of agreement,
bringing the total acquisition price to $3,771,001. The properties acquired have
no proved  reserves and  therefore,  have been  classified as unevaluated in the
accompanying financial statements.

NOTE 7.  INCOME TAXES

Deferred  income taxes are provided on a liability  method whereby  deferred tax
assets and liabilities are established for the difference  between the financial
reporting  and income tax basis of assets and  liabilities  as well as operating
loss and tax  credit  carry  forwards.  Deferred  tax  assets  are  reduced by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income   during  the  period   that   deductible   temporary   differences   and
carry-forwards  are  expected  to be  available  to reduce  taxable  income.  At
September  30, 2009 the  Company  has  recorded a 100%  valuation  allowance  as
management  believes  it is likely  that any  deferred  tax  assets  will not be
realized.

As of September 30, 2009,  the Company has a net operating loss carry forward of
approximately $1,822,336.

NOTE 8. SUBSEQUENT EVENTS


A  convertible  debenture  was issued on October  13,  2009 by the  company to a
shareholder for $96,609 to be used for operating expenses.  The interest rate is
5% per annum and the maturity  date is January 13, 2010 although the Company may
repay the debenture at any time prior to January 13, 2010 at its discretion. The
unpaid  principal  amount of the debenture is  convertible to stock at $0.50 per
share at any time at the option of the holder.


                                      -13-
<PAGE>



The Company evaluated  subsequent events through November 19, 2009, which is the
date the financial  statements  were issued and there were no other  significant
subsequent events to report.




<PAGE>



                           FORWARD LOOKING STATEMENTS



Statements  made in this Form 10-Q that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.;

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

American Exploration Corporation was incorporated under the laws of the State of
Nevada  on May 11,  2006  under  the name of  Minhas  Energy  Consultants,  Inc.
Previously,   we  were  engaged  in  the  business  of  providing   professional
engineering  consulting services to the oil and gas industry,  including clients
such as petroleum and natural gas companies,  oil service  companies,  utilities
and  manufacturing  companies  with  petroleum  and/or natural gas interests and
government  agencies.  After  the  effective  date  of  March  14,  2007  of our
registration  statement  filed with the  Securities  and Exchange  Commission on
March 5, 2007, we commenced trading on the Over-the-Counter Bulletin Board.

On August 6, 2008,  with the approval of our Board of Directors,  we merged with
our subsidiary,  American Exploration  Corporation,  and amended our Articles of
Incorporation  to change  our name to  "American  Exploration  Corporation."  We
currently are a natural resource  exploration and production  company engaged in
the  exploration,  acquisition  and development of oil and gas properties in the
United States and within North America. Our trading symbol for our shares traded
on the Over-the-Counter Bulletin Board is "AEXP.OB".

Please note that throughout this Quarterly  Report,  and unless otherwise noted,
the words "we," "our," "us," the "Company," or "American Exploration," refers to
American Exploration Corporation.


RECENT DEVELOPMENTS

APRIL 2009 FORWARD STOCK SPLIT

On August 18, 2008 the Company affected a 14 for 1 forward stock split.

On March 26,  2009,  our Board of  Directors  authorized  and approved a forward
stock split of 1.5 for one (1.5:1) of our total issued and outstanding shares of
common stock (the "Forward Stock Split").  Certain  factors were discussed among
the members of the Board of Directors  concerning the need for the Forward Stock
Split,  including  the  increased  potential  for  financing.  The intent of the
Forward Stock Split is to increase the marketability of our common stock.

The  Forward  Stock  Split was  effectuated  on April 13,  2009 upon  filing the
appropriate  documentation  with NASDAQ.  The Forward Stock Split  increased our
total  issued  and  outstanding  shares  of  common  stock  from  36,575,000  to
approximately  54,862,500  shares of common  stock.  The par value of our common
stock will continue to be $0.001. Due to issuance of stock options,  purchase of
a  mineral  lease  with  shares  and  private  placements  the  number of shares
outstanding is 58,900,000


                                      -14-
<PAGE>

AMENDMENT TO ARTICLES OF INCORPORATION

On March 26, 2009,  our Board of  Directors  approved the filing with the Nevada
Secretary of State an amendment to our Articles of Incorporation to increase our
authorized  capital  structure  commensurate  with the  increase  of our  shares
pursuant to the Reverse Stock Split. Therefore, as of the date of this Quarterly
Report,  our authorized  capital  structure has been increased from  100,000,000
shares of common stock to 150,000,000 shares of common stock.

CURRENT BUSINESS OPERATIONS

We are an exploration stage natural resource  exploration and production company
which intends to engage in the  exploration,  acquisition and development of oil
and gas properties in the United States and within North America.

WESTROCK OPTION AGREEMENT

Effective on November 3, 2008,  our Board of Directors  authorized the execution
of an option agreement (the "Option Agreement") with Westrock. Westrock owns all
right, title and interest in and to approximately 5,000 net acres in oil and gas
Leases located in Mississippi.  The Option Agreement  allowed us to acquire 100%
of the working  interest  and 75% of the net  revenue  interest in the Leases at
$625.00 per net acre for a total purchase price of approximately $3,125,000. The
contiguous  acreage  involves  several  landowners,  with  mineral  lease expiry
ranging  from June  through  September  of 2011.  Terms of the Option  Agreement
required spudding a well on or before October 1, 2009. The effective date of the
conveyance  of the revenue  interest in the Leases to us was to be no later than
May 15, 2009 with a final payment of the remaining balance of $2,018,750.

Effective  on January  8,  2009,  we  entered  into an  amendment  to the Option
Agreement  (the  "Amended  Option  Agreement")  with  Westrock.  Pursuant to the
Amended  Option  Agreement,  Westrock  granted to us until  February  2, 2009 to
complete  our due  diligence.  Effective  on March 18,  2009,  we entered into a
further   amendment  to  the  Option  Agreement  ("the  "Second  Amended  Option
Agreement") with Westrock.  Pursuant to the Second Amended Option Agreement: (i)
Westrock granted to us until May 15, 2009 to complete our due diligence; (ii) we
paid Westrock an additional  non-refundable  amount of $325,000 as consideration
for the extension; and (iii) the effective date of the conveyance of the revenue
interest in the Leases to us was to be no later than May 15, 2009.

The Option  Agreement to purchase mineral leases in Mississippi was concluded in
the 3rd quarter of 2009. The original agreed upon purchase price of the Acquired
Properties  between  Westrock and American was $3,125,000 in the original Option
Agreement  dated  November 3, 2008.  During the quarter ended June 30, 2009, two
separate  evaluations  were  undertaken  to review the land title  status of the
Leases. Both evaluations  concluded that all was satisfactory and title could be
cleanly transferred to us from Westrock. Westrock to date has received cash from
American of $1,106,250. Balance owing by American to Westrock was $2,018,750.

The Company and  Westrock  entered  into an  amendment  dated August 19, 2009 to
amend the purchase price (the "Purchase  Price")  pursuant to which an aggregate
of 4,037,500 shares of restricted common stock of the Company would be issued to
Westrock as  satisfaction  for the $2,018,750  that remained due and owing under
the Purchase  Price and the Company agrees to drill and complete a minimum of at
least one well on the  properties in the  Haynesville  geological  zone no later
than  December  31, 2010 (the "Third  Amendment  to Option  Agreement").  Shares
issued  to  Westrock  were  valued  using the  closing  price on the date of the
agreement of $0.66, or $2,664,750.

As of the date of this Quarterly Report, the transaction with Westrock is deemed
finalized. Transfer of the mineral lease titles is currently being finalized.


LETTER AGREEMENT

Effective on September 17, 2009, our Board of Directors authorized the execution
of a letter agreement (the "Letter  Agreement") with Mainland  Resources Inc., a
Nevada corporation  ("Mainland Resources") to jointly develop contiguous acreage
located in Mississippi (the "Joint Development Project"). In accordance with the
terms and  provisions  of the  Letter  Agreement:  (i) we have  agreed to commit
approximately  5,000 net  acres  and  Mainland  Resources  has  agreed to commit
approximately  8,200 net acres to the Joint Development  Project;  (ii) Mainland


                                      -15-
<PAGE>

Resources shall be the operator of the Joint Development Project; (iii) Mainland
Resources  has agreed to pay 80% of the initial  well  drilling  and  completion
costs to earn a 51% working interest in the well and the total Joint Development
Project;  and (iv) we have agreed to pay 20% of the initial  well  drilling  and
completion  costs to earn a 49% working interest in the well and the total Joint
Development  Project. In further accordance with the terms and provisions of the
Joint Development Project, future costs, including drilling and completions, for
oil and gas activities of the net acreage in the Joint Development  Project will
be split of a 51%/49% basis between Mainland Resources and us, respectively.

Mainland  Resources  was  required to secure the acreage  committed to the Joint
Development  Project from an unrelated third party on or before October 15, 2009
or the  Letter  Agreement  would have  terminated  and is no longer in force and
effect.  Subsequent to this we agreed to an extension  that Mainland was granted
by the  unrelated  third party thus giving  Mainland  until  December 1, 2009 to
acquire the acreage.



                                      -16-

<PAGE>


RESULTS OF OPERATION
NINE MONTH PERIOD ENDED  SEPTEMBER  30, 2009 COMPARED TO NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2008.

Our net loss for the nine month period ended  September 30, 2009 was  $1,657,475
compared to a net loss of $37,986  during the nine month period ended  September
30, 2008 During the nine month period ended  September 30, 2009 and 2008, we did
not generate any revenue.

The Operating Expenses incurred during the nine month period ended September 30,
2009 consisted of: (i)  professional  fees of $243,425  (2008:  $-0-);  and (ii)
general and  administrative of $1,411,859  (2008:  $37,986) which included stock
based compensation of $853,318 (2008: $-0-).

Operating  expenses  incurred  during the nine month period ended  September 30,
2009 compared to nine month period ended September 30, 2008 increased  primarily
due to the incurrence of professional fees, general and administrative  expenses
associated with the increased scope and scale of our business operations and the
expense  associated  with stock options  issued  during the period.  General and
administrative  expenses  generally  include corporate  overhead,  financial and
administrative  contracted services,  marketing,  and consulting costs. Investor
relations  fees  were  a new  category  of  expenses  as  well  as  stock  based
compensation of $853,318.  The Company follows FASB ASC 718-10-15-4  with regard
to expensing options.

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2008.

Our net loss for the three month period ended  September 30, 2009 was $1,426,308
compared to a net loss of $10,654 during the three month period ended  September
30, 2008.  During the three month periods ended  September 30, 2009 and 2008, we
did not generate any revenue.

The operating  expenses  incurred  during the three month period ended September
30, 2009  consisted of: (i)  professional  fees of $66,992  (2008:  $-0-);  (ii)
general and  administrative  of $979,125  (2008:  $10,654)  which included stock
based  compensation of $853,318 (2008:  $-0-),  and (iii) Investor  relations of
$378,000 (2008:
$-0-),


LIQUIDITY AND CAPITAL RESOURCES

AS AT SEPTEMBER 30, 2009

As of  September  30,  2009,  our current  assets  were  $13,713 and our current
liabilities  were $662,967,  which resulted in a working  capital  deficiency of
$649,254.  As of September 30, 2009,  current  assets were  comprised of cash on
hand. As of September 30, 2009,  current  liabilities were comprised of $120,419
of accounts payable and accrued  liabilities,  $87,548 was short term loans from
directors and a stock payable of $455,000.

As of September  30, 2009,  our total assets were  $3,791,948  comprised of: (i)
$13,713 in current assets;  (ii) $7,234 in website;  and (iii) $3,771,001 in oil
and gas properties - unevaluated.

Stockholders'  equity increased from $938,389 for fiscal year ended December 31,
2008 to  stockholders'  equity of  $3,128,981  for the nine month  period  ended
September 30, 2009.

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.   We  currently  have  no  lines  of  credit  or  other  bank  financing
arrangements.  Generally,  we  have  financed  operations  to date  through  the
proceeds of the private placement of equity and debt instruments.  In connection
with our business plan, management anticipates additional increases in operating
expenses  and  capital  expenditures  relating  to:  (i) oil  and gas  operating
properties;  (ii)  possible  drilling  initiatives  on current  Lease and future
properties;  and (iii) future property acquisitions.  We intend to finance these
expenses with further issuances of securities,  and debt issuances.  Thereafter,
we expect we will need to raise additional capital and generate revenues to meet
long-term operating requirements.  Additional issuances of equity or convertible
debt  securities will result in dilution to our current  shareholders.  Further,
such  securities  might have rights,  preferences  or  privileges  senior to our
common stock.  Additional  financing may not be available upon acceptable terms,


                                      -17-
<PAGE>

or at  all.  If  adequate  funds  are not  available  or are  not  available  on
acceptable  terms,  we may  not be able to take  advantage  of  prospective  new
business  endeavors or opportunities,  which could  significantly and materially
restrict our business operations.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
nine month period  ended  September  30, 2009,  net cash flows used in operating
activities was $689,666. For the nine month period ended September 30, 2008, net
cash flows used in operating activities was $33,069.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine month  period  ended  September  30,  2009,  net cash flows used in
investing  activities  was $325,001  related to the  acquisition  of oil and gas
property.  For the nine month period ended  September  30, 2008,  net cash flows
used in investing activities was $-0-.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of  equity  and debt  instruments.  For the nine  month  period  ended
September  30, 2009,  net cash flows  provided  from  financing  activities  was
$867,548  compared to $-0- for the nine month period ended  September  30, 2008.
This  amount  was due to the sale of stock and  warrants  during  the period and
short term loans to the company from directors.

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.


PLAN OF OPERATION AND FUNDING

A substantial  portion of the third quarter was dedicated to both  financing and
identification of a potential  drilling partner.  Financing partners were sought
with the intent of  conducting a private  placement to raise funds for primarily
finalizing the mineral lease acquisition in Mississippi and participation in the
drilling of a well on those lands.  Existing working  capital,  further advances
and debt  instruments,  and anticipated cash flow are expected to be adequate to
fund our  operations  over the next six  months.  We have no lines of  credit or
other bank financing  arrangements.  Generally,  we have financed  operations to
date  through  the  proceeds  of  the  private  placement  of  equity  and  debt
instruments.  In  connection  with our  business  plan,  management  anticipates
additional increases in operating expenses and capital expenditures relating to:
(i) oil and gas operating  properties;  (ii) possible  drilling  initiatives  on
current Lease and future properties; and (iii) future property acquisitions.  We
intend to finance these expenses with further issuances of securities,  and debt
issuances.  Thereafter,  we expect we will need to raise additional  capital and
generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible  debt securities will result in dilution to our current
shareholders.  Further,  such  securities  might  have  rights,  preferences  or
privileges senior to our common stock. Additional financing may not be available
upon  acceptable  terms,  or at all.  We also plan to  consider  bringing  in an
additional  drilling  partner,  who would provide the balance of funding towards
drilling in Mississippi for an undetermined  percentage interest in the project.
If adequate funds are not available or are not available on acceptable terms, we
may not be able to take  advantage  of  prospective  new  business  endeavors or
opportunities,  which could  significantly and materially  restrict our business
operations.


SIGNED LETTER AGREEMENT WITH MAINLAND RESOURCES INC.

Extensive time was dedicated during the 3rd quarter of 2009 to finding a partner
to participate in drilling  operations  associated with the Mississippi  mineral
leases. Several companies expressed interest in reviewing the prospect in detail
following the signing of a confidentiality agreement and corporate presentation.

                                      -18-
<PAGE>

A Letter  Agreement was signed with Mainland  Resources Inc. on Sept. 25th 2009,
whereby  American  Exploration  Corp.  and  Mainland  Resources  Inc.  agreed to
participate  in a joint  venture  partnership  to develop  their mutual  acreage
holdings in  Mississippi.  In this  agreement,  American  Exploration  agreed to
commit its approximately  5,000 net acres to the project and Mainland  Resources
agreed to commit their approximately 8,200 net acres,  representing an aggregate
13,200 acres to the composite project area.

American Exploration agreed that Mainland Resources would act as the Operator of
the project area.  Mainland Resources will pay 80% of the initial well (drilling
and completion  costs) for a 51% working  interest in the well and total project
area.  American  Exploration  will pay 20% of the  initial  well  (drilling  and
completion  costs) to earn a 49% working  interest in the well and total project
area.  Following  the  drilling  of the  initial  well,  additional  costs  (ie.
drilling,  completions  etc.) for oil and gas  activities on the 13,200 net acre
project  area will be split on a 49% / 51% basis  between  American and Mainland
respectively.


                                      -19-
<PAGE>




PRIVATE PLACEMENTS

Several Private Placements were completed during the third quarter, the proceeds
of which were  largely  directed  towards  expanding  investor  awareness of the
company and  increasing  liquidity in the stock.  A total of $455,000 was raised
through Private Placements in Q3.

Historically,  financing  the company has been  burdened  with concerns that the
stock was largely  illiquid and  therefore a campaign was  undertaken to address
this  concern.  Most of this effort was stewarded by Media Plan, an affiliate of
Stockhouse Inc., who specializes in the  distribution of corporate  materials to
investment groups, and various Investment  Relations  providers.  Materials were
targeted to those investors who were interested in small cap corporations within
the oil and gas sector.  Many of the initial  shareholders  both  encouraged and
funded this campaign via Private Placement from key shareholders.

The results of this  campaign  saw both an increase in the  shareholder  base as
well as an increase in share price as additional  interest grew in the technical
story of the company.  Both North American and European  investors were targeted
during  this  effort to  broaden  awareness  of  American  Exploration  and it's
Haynesville Shale activity.  As part of this awareness  campaign,  the Company's
website was translated into German.


MATERIAL COMMITMENTS

PROMISSORY NOTES

A  material  commitment  during  fiscal  year  2009  relates  to  those  certain
promissory notes entered into by us as follows (i) May 15, 2009 in the amount of
$30,000 with a related  third  party;  (ii) May 29, 2009 in the amount of $7,548
with a related third party; and (iii) June 5, 2009 in the amount of $50,000 with
one of our directors. The terms of the loans are 10% annualized interest.

Debenture

Effective on October 13, 2009,  our Board of Directors  authorized the execution
of a 5%  convertible  debenture  in the  principal  amount of $100,000  Canadian
Dollars (the "Debenture")  with DMS Ltd.  ("DMS").  In accordance with the terms
and  provisions of the Debenture:  (i) DMS has loaned us an aggregate  amount of
$100,000 Canadian  Dollars,  which accrues interest at the rate of 5% per annum;
(ii) the  maturity  date for  repayment is the earlier of: (a) that date when we
are able to meet the insolvency test (i.e., when we have sufficient funds in our
cash account to meet our obligations as they arise on a daily basis, which shall
be determined by  management in good faith);  or (b) January 9, 2010;  and (iii)
DMS has the right at any time to  convert  the  unpaid  principal  amount of the
Debenture into shares of our common stock at the price of $0.50 per share.



                                      -20-
<PAGE>



PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.


GOING CONCERN

The independent auditors' report accompanying our December 31, 2008 and December
31, 2007  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position,
results of  operations or cash flows due to adverse  change in foreign  currency
and interest rates.

EXCHANGE RATE

Our reporting currency is United States Dollars ("USD"). In the event we acquire
any properties  outside of the United States,  the fluctuation of exchange rates
may have  positive or negative  impacts on our results of  operations.  However,
since all of our properties are currently located within the United States,  any
potential revenue and expenses will be denominated in U.S. Dollars,  and the net
income effect of appreciation  and devaluation of the currency  against the U.S.
Dollar would be limited to our costs of acquisition of property.

INTEREST RATE

Interest  rates in the United  States are  generally  controlled.  Any potential
future loans will relate mainly to  acquisition of properties and will be mainly
short-term.  However our debt may be likely to rise in connection with expansion
and if  interest  rates  were to rise at the  same  time,  this  could  become a
significant  impact  on our  operating  and  financing  activities.  We have not
entered  into  derivative  contracts  either  to  hedge  existing  risks  of for
speculative purposes.

ITEM IV. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We have performed an evaluation under the supervision and with the participation
of our  management,  including  our  Chief  Executive  Officer  (CEO)  and Chief
Financial  Officer (CFO), of the  effectiveness  of our disclosure  controls and
procedures,  (as defined in Rules  13a-15(e)  and  15d-15(e)  under the Exchange
Act).  Based on that  evaluation,  our  management,  including  our CEO and CFO,
concluded that our disclosure  controls and procedures  were not effective as of
September 30, 2009 to provide reasonable  assurance that information required to
be  disclosed  by us in the reports  filed or submitted by us under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the SEC's rules and forms.

The matters  involving  internal  controls and  procedures  that our  management
considered to be material  weaknesses  under the standards of the Public Company
Accounting Oversight Board were: (1) inadequate segregation of duties consistent


                                      -21-
<PAGE>

with  control  objectives  which the  Company  believes is  attributable  to its
exploration  stage;  and (2)  ineffective  controls  over  period end  financial
disclosure and reporting processes primarily due to limited financial accounting
staff resources.  The aforementioned  material weaknesses were identified by our
Chief  Executive  Officer  in  connection  with  the  review  of  our  financial
statements as of September 30, 2009.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Under  the  supervision  and  with  the  participation  of  our
management,  including  our CEO and CFO, we evaluated the  effectiveness  of our
internal  control over  financial  reporting as of September 30, 2009. In making
this  assessment,  management  used the criteria  set forth by the  Committee of
Sponsoring  Organizations  of  the  Treadway  Commission  ("COSO")  in  Internal
Control-Integrated Framework.

This Quarterly  Report does not include an attestation  report of our registered
public  accounting firm Seale & Beers regarding  internal control over financial
reporting.  Management's report was not subject to attestation by our registered
public  accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this Quarterly Report on Form 10-Q.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a controls  system,  no matter how well  designed and  operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable assurance of achieving their objectives, and our CEO and our CFO have
concluded that these  controls and  procedures are effective at the  "reasonable
assurance" level.

CHANGES IN INTERNAL CONTROLS

No significant  changes were implemented in our internal controls over financial
reporting  during  the  period  covered  by this  report  that  have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


AUDIT COMMITTEE

Our Board of Directors has not  established an audit  committee.  The respective
role of an audit committee has been conducted by our Board of Directors.  We are
contemplating  establishment of an audit committee during fiscal year 2009. When
established,  the audit  committee's  primary function will be to provide advice
with  respect to our  financial  matters and to assist our Board of Directors in
fulfilling its oversight  responsibilities  regarding finance,  accounting,  and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent  and objective party to monitor our financial
reporting  process and  internal  control  system;  (ii) review and appraise the
audit  efforts of our  independent  accountants;  (iii)  evaluate our  quarterly
financial performance as well as its compliance with laws and regulations;  (iv)
oversee  management's  establishment  and enforcement of financial  policies and
business  practices;  and (v) provide an open avenue of communication  among the
independent accountants, management and our Board of Directors.



PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental authority or any other party involving us or our properties.  As of
the date of this Quarterly  Report,  no director,  officer or affiliate is (i) a
party adverse to us in any legal proceeding,  or (ii) has an adverse interest to
us in any  legal  proceedings.  Management  is not  aware  of  any  other  legal
proceedings pending or that have been threatened against us or our properties.


                                      -22-
<PAGE>


ITEM IA. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

2009 PRIVATE PLACEMENTS

During February 2009, we completed a private  placement  offering (the "February
2009  Private  Placement  Offering"),  whereby we issued an aggregate of 325,000
Pre-2009  Forward  Stock Split units at $1.00 per unit for  proceeds of $325,000
(487,500 units Post-2009  Forward Stock Split).  Each unit consists of one share
of our  restricted  common  stock and  one-half  of one  non-transferable  share
purchase  warrant  exercisable  at $2.00  Pre-2009  Forward  Stock Split  ($1.33
Post-2009  Forward Stock Split) per share for a period of twelve months from the
date of share issuance.

The  February  2009  Private  Placement  Offering  was  completed in reliance on
Regulation S of the Securities Act. Sales were made to only non-U.S.  residents.
The  February  2009 Private  Placement  Offering  was not  registered  under the
Securities Act or under any state securities laws and may not be offered or sold
without   registration  with  the  Securities  and  Exchange  Commission  or  an
applicable exemption from the registration requirements.  The per share price of
the February 2009 Private Placement  Offering was arbitrarily  determined by our
Board of Directors  based upon analysis of certain  factors  including,  but not
limited to, stage of development, industry status, investment climate, perceived
investment risks, our assets and net estimated worth.

Effective on August 17th, 2009, we completed certain private placement offerings
(collectively,  the "August 2009 Private  Placements")  with certain  non-United
States  residents.  In accordance with the terms and provisions of the September
2009 Private Placements, we issued to one investor an aggregate of 400,000 units
at a per unit price of $0.50 (the "Unit") in our capital for aggregate  proceeds
of $200,000. Each Unit was comprised of one share of restricted common stock and
one-half  non-transferrable  warrant  (the  "Warrant").  Each  whole  Warrant is
exercisable at $0.50 per share for a period of one year. Effective on August 31,
2009, we also completed a private placement  offering with a certain  non-United
States resident (the "Investor"). In accordance with the terms and provisions of
the Private  Placement,  the Company  issued to the  Investor  an  aggregate  of
260,000  units at a per unit price of $0.50 (the  "Unit") in the  capital of the
Company for aggregate proceeds of $130,000. Each Unit was comprised of one share
of  restricted  common  stock  and  one-half   non-transferrable   warrant  (the
"Warrant"). Each whole Warrant is exercisable at $1.00 per share for a period of
one year.  The Units  under the August  2009  Private  Placement  were sold to a
non-United  States  Investor in reliance on Regulation S  promulgated  under the
United States  Securities Act of 1933, as amended (the  "Securities  Act").  The
August 2009 Private  Placement has not been registered  under the Securities Act
or under  any  state  securities  laws and may not be  offered  or sold  without
registration  with the United States  Securities  and Exchange  Commission or an
applicable exemption from the registration requirements. The Investor executed a
subscription  agreement and  acknowledged  that the securities to be issued have
not been  registered  under the Securities  Act, that it understood the economic
risk of an investment in the securities,  and that it had the opportunity to ask
questions of and receive  answers from the Company's  management  concerning any
and all matters related to acquisition of the securities.


                                      -23-
<PAGE>


Effective on September 21, 2009, we issued to certain  investors an aggregate of
133,333 Units at a per unit price of $0.75 in our capital for aggregate proceeds
of $100,000. Each Unit was comprised of one share of restricted common stock and
one-half  non-transferrable  Warrant. Each whole Warrant is exercisable at $1.25
per share for a period of one year.  We further  issued to certain  investors on
September 24th,  2009 an aggregate  25,000 Units at a per unit price of $1.00 in
our capital for  aggregate  proceeds of $25,000.  Each Unit was comprised of one
share of restricted common stock and one-half  non-transferrable  Warrant.  Each
whole Warrant is  exercisable  at $1.50 per share for a period of one year.  The
Units under the September 2009 Private  Placement were sold to non-United States
residents  in reliance  on  Regulation  S  promulgated  under the United  States
Securities Act of 1933, as amended (the  "Securities  Act").  The September 2009
Private  Placement has not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without  registration  with
the United States Securities and Exchange Commission or an applicable  exemption
from the  registration  requirements.  The  investors  executed  a  subscription
agreement  and  acknowledged  that the  securities  to be  issued  have not been
registered  under the Securities  Act, that they understood the economic risk of
an  investment  in the  securities,  and that  they had the  opportunity  to ask
questions of and receive  answers  from our  management  concerning  any and all
matters related to acquisition of the securities.

As of the date of this Quarterly Report, share certificates have not been issued
for an aggregate 818,333 shares and, therefore, is reflected on balance sheet as
stock payable.


2009 FORWARD STOCK SPLIT

On March 26,  2009,  our Board of  Directors  authorized  and approved a forward
stock split of 1.5 for one (1.5:1) of our total issued and outstanding shares of
common  stock (the  "Forward  Stock  Split").  The  Forward  Stock Split will be
effectuated  based on market conditions and upon a determination by our Board of
Directors  that the  Forward  Stock Split was in our best  interests  and of the
shareholders.  Certain  factors were discussed among the members of the Board of
Directors  concerning  the need  for the  Forward  Stock  Split,  including  the
increased potential for financing.  The intent of the Forward Stock Split was to
increase the marketability of our common stock.

The  Forward  Stock  Split was  effectuated  on April 13,  2009 upon  filing the
appropriate  documentation  with NASDAQ.  The Forward Stock Split  increased our
total  issued  and  outstanding  shares  of  common  stock  from  36,575,000  to
approximately  54,862,500 shares of common stock. The common stock will continue
to be  $0.001  par  value.  Due  to  issuance  of  private  placements  and  the
acquisition of the mineral lease for shares the amount of shares  outstanding is
58,900,000.

2009 STOCK OPTION PLAN

OPTIONS FOR OFFICERS, DIRECTORS AND ADVISORS

A stock option plan was approved during the 3rd quarter of 2009, for the purpose
of rewarding and retaining key individuals  within AEXP's management and support
team. The Board of Directors adopted a stock option plan (the "2009 Stock Option
Plan") to enhance  the  long-term  stockholder  value of the Company by offering
opportunities to its directors,  officers, employees and eligible consultants of
the Company to acquire and maintain stock  ownership in the Company and to grant
up to a maximum of 7,000,000  stock  options under the 2009 Stock Option Plan to


                                      -24-
<PAGE>

certain officers,  directors and consultants (the "Stock Options"). An aggregate
total of 2,700,000 options were issued by the Company in September 2009.

Options  granted  to each  individual  vest in one  third  increments  beginning
September 14, 2009,  September  14, 2012 and as of September  14, 2015,  with an
exercise price of U.S. $0.80 per common share and a life of up to 10 years,  all
in accordance  with the terms and  conditions of the Company's 2009 Stock Option
Plan.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

CHANGES IN CERTIFYING ACCOUNTANT

MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS

Effective  August 11,  2009,  we engaged  Seale and Beers,  CPAs  ("S&B") as our
principal  independent  registered public accounting firm.  Concurrent with this
appointment,  we  accepted  the  resignation  of Moore &  Associates,  Chartered
Accountants  ("Moore"),  effective  August 10, 2009.  The decision to change our
principal independent registered public accounting firm has been approved by our
board of directors.

On August 27, 2009 the Public Company  Accounting  Oversight Board (the "PCAOB")
revoked  the  registration  of Moore due to: (i)  violations  of PCAOB rules and
auditing  standards in auditing financial  statements;  (ii) violations of PCAOB
rules and quality controls  standards;  and (iii) violations of Section 10(b) of
the Securities Act of 1934 and Rule 10b-5  thereunder;  and (iv)  noncooperation
with a PCAOB investigation.

The report of Moore on our financial  statements for fiscal years ended December
31, 2008 and December 31, 2007 (which  included the balance sheet as of December
31, 2008 and the statement of operations,  cash flows and  stockholders'  equity
for the period from May 11, 2006 (inception) through December 31, 2008), did not
contain an adverse  opinion or disclaimer of opinion,  nor was it modified as to
uncertainty,  audit  scope or  accounting  principles,  other than to state that
there is  substantial  doubt as to our ability to  continue as a going  concern.
During our fiscal year ended December 31, 2008, and during the subsequent period
through to the date of Moore's resignation,  there were no disagreements between
us and Moore, whether or not resolved, on any matter of accounting principles or
practices,  financial  statement  disclosure,  or auditing  scope or  procedure,
which, if not resolved to the satisfaction of Moore,  would have caused Moore to
make reference thereto in its report on our audited financial statements.

We have provided Moore with a copy of a Current Report on Form 8-K and requested
that Moore  furnish us with a letter  addressed to the  Securities  and Exchange
Commission  stating whether or not Moore agrees with the statements made in this
Current  Report on Form 8-K with  respect  to Moore  and,  if not,  stating  the
aspects  with which they do not agree.  We received  the  requested  letter from
Moore wherein they have  confirmed  their  agreement to our  disclosures  in the
Current  Report with respect to Moore.  A copy of Moore's letter was filed as an
exhibit to the Current Report.

In connection with our appointment of S&B as our principal registered accounting
firm at this  time,  we have not  consulted  S&B on any matter  relating  to the
application of accounting principles to a specific transaction, either completed
or  contemplated,  or the type of audit  opinion  that might be  rendered on our
financial statements.


                                      -25-
<PAGE>

SEALE & BEERS, CPAS

We have engaged GBH,  CPAs, PC ("GBH") as our principal  independent  registered
public  accounting  firm  effective  October  28,  2009.  Concurrent  with  this
appointment,  we have accepted the  resignation of Seale & Beers,  CPAs ("S&B"),
effective  October 28, 2009.  The decision to change our  principal  independent
registered public accounting firm has been approved by our Board of Directors.

We had engaged S&B as our principal  independent  registered  public  accounting
firm effective  August 11, 2009 after the acceptance of the resignation of Moore
& Associates,  Chartered  Accountants  ("Moore"),  effective August 10, 2009. On
August 27, 2009 the Public  Company  Accounting  Oversight  Board (the  "PCAOB")
revoked  the  registration  of Moore due to: (i)  violations  of PCAOB rules and
auditing  standards in auditing financial  statements;  (ii) violations of PCAOB
rules and quality controls  standards;  and (iii) violations of Section 10(b) of
the Securities Act of 1934 and Rule 10b-5  thereunder;  and (iv)  noncooperation
with a PCAOB investigation.

Therefore,  due to the length of time of  engagement  with S&B as our  auditors,
there is no report by S&B on our  financial  statements.  The report of Moore on
our financial  statements  for fiscal years ended December 31, 2008 and December
31,  2007 (which  included  the  balance  sheet as of December  31, 2008 and the
statement of operations, cash flows and stockholders' equity for the period from
May 11, 2006 (inception)  through December 31, 2008), did not contain an adverse
opinion or disclaimer of opinion,  nor was it modified as to uncertainty,  audit
scope or accounting  principles,  other than to state that there is  substantial
doubt as to our ability to continue as a going  concern.  During our fiscal year
ended December 31, 2008, and during the subsequent period through to the date of
Moore's  resignation,  there  were no  disagreements  between  us and and Moore,
whether or not resolved,  on any matter of  accounting  principles or practices,
financial statement  disclosure,  or auditing scope or procedure,  which, if not
resolved to the satisfaction of Moore, would have caused Moore to make reference
thereto in its report on our audited financial statements.

We provided S&B with a copy of the Current Report on Form 8-K and requested that
S&B furnish us with a letter addressed to the Securities and Exchange Commission
stating  whether  or not S&B agrees  with the  statements  made in this  Current
Report on Form 8-K with  respect to S&B and, if not,  stating  the aspects  with
which they do not agree. We received the requested  letter from S&B wherein they
have  confirmed  their  agreement to our  disclosures in the Current Report with
respect  to S&B. A copy of S&B's  letter was filed as an exhibit to the  Current
Report.

In connection with our appointment of GBH as our principal registered accounting
firm at this  time,  we have not  consulted  GBH on any matter  relating  to the
application of accounting principles to a specific transaction, either completed
or  contemplated,  or the type of audit  opinion  that might be  rendered on our
financial statements.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS

Effective on September 25, 2009, our Board of Directors  accepted the consent of
Herb Dhaliwal to act as a member of the Board of Directors. In accordance with a
written  consent of  resolutions of the Board of Directors  dated  September 25,
2009,  Herb  Dhaliwal was duly  appointed as a member of the Board of Directors.
Therefore,  as of the date of this  Quarterly  Report,  the  Board of  Directors
consists of the following members: Steve Harding, Dev Randhawa,  Manmohan Minhas
and Herb Dhaliwal.

BIOGRAPHY

HERB  DHALIWAL.  As of the date of this  Quarterly  Report,  the Honorable  Herb
Dhaliwal  is a  strategic  advisor to private  and public  companies  in Canada.
During the past  thirty  years,  Mr.  Dhaliwal  has been  involved  in  national
electoral politics in Canada. From approximately 1997 through 2004, Mr. Dhaliwal
successively  held the  portfolios of National  Revenue,  Fisheries & Oceans and
Natural  Resources in Ottawa. He was also the senior Minister for Western Canada
in the federal  Cabinet of Primter  Minister  Jean  Chretien.  Prior to entering
national electoral politics, and including current date, Mr. Dhaliwal is also an
entrepreneur,  business owner,  corporate director and advisor with interests in
transportation,  building  maintenance,  housing  construction  and real  estate
development. Before sitting the Parliament of Canada for Vancouver-South/Burnaby
constituency  from  October  1993  through  June  2004,  Mr.  Dhaliwal  had been
appointed  by the  British  Columbia  government  as  Vice-Chair  of the British
Columbia  Hydro and Power  Authority  board of  directors,  where he chaired the
budget and audit committees.


                                      -26-
<PAGE>


During his early tenure in the House of Commons, Mr. Dhaliwal: (i) served on the
Standing Committees on Finance and Fisheries;  (ii) was parliamentary  secretary
to the Minister of Fisheries & Oceans;  and (iii) was Vice-Chair of the Standing
Committee on Health. He played an active role as a prominent member of the Prime
Minister's  "TEAM  CANADA"  1996  trade  mission  to India and led the  Canadian
Parliamentary  Observer  presence for  presidential  elections in the  Dominican
Republic.  He also participated in parliamentary  delegations to Cuba and UNESCO
and addressed an International  Parliamentary  Association Conference in Beijing
China on behalf of Canada regarding the elimination of land mines.

Among his accomplishments  while a Minster,  Mr. Dhaliwal  restructured  Revenue
Canada into the re-named  Canada  Customers & Revenue  Agency,  accompanied  the
Governor-General   on  state  visits  to  India,   and   instituted   an  annual
international  conference on ocean  stewardship.  During 1997 through 2004,  Mr.
Dhaliwal's  ministerial  career also  included  three key  economic  assignments
during which he had the rare  distinction of being the first South Asian to hold
a Cabinet position anywhere in a Western democracy.

Mr. Dhaliwal is a graduate in commerce from the University of British Columbia

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         10.1     5%  Convertible  Debenture  dated  October  13,  2009  between
                  American  Exploration  Corporation  and DMS Ltd. as filed with
                  the  Current  Report  on Form  8-K  with  the  Securities  and
                  Exchange Commission on October 19, 2009.

         10.2     Stock Option Plan of  American  Exploration  Corporation dated
                  September 14, 2009 filed herewith.

         16.1.    Letter from Moore & Associates  dated August 11, 2009 as filed
                  with the Current  Report on Form 8-K filed with the Securities
                  and Exchange Commission on August 17, 2009.

         16.2     Letter  from  Seale & Beers,  CPAs dated  November  2, 2009 as
                  filed with the Current  Report on Form 8-K with the Securities
                  and Exchange Commission on November 4, 2009.

         31.1     Certification   of  Chief   Executive   Officer   pursuant  to
                  Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         31.2     Certification   of  Chief   Financial   Officer   pursuant  to
                  Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         32.1     Certifications  pursuant to  Securities  Exchange  Act of 1934
                  Rule  13a-14(b) or 15d-4(b)  and 18 U.S.C.  Section  1350,  as
                  adopted  pursuant to Section 906 of the Sarbanes- Oxley Act of
                  2002.


                                      -27-

<PAGE>


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                           AMERICAN EXPLORATION CORPORATION

Dated:  November 20, 2009                  By: /s/ STEVE HARDING

                                           _________________________________
                                           Steve Harding, President and
                                           Chief Executive Officer


Dated:  November 20, 2009                  By: /s/ BRIAN MANKO
                                           __________________________________
                                           Brian Manko, Chief Financial
                                           Officer




                                      -28-