U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-K


Mark One

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


                   For the fiscal year ended December 31, 2008


[ ] 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 CORP.
                 ______________________________________________
                 (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)


Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ] Check whether the issuer (i) 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 (ii) has been subject to such filing  requirements  for the
past 90 days.

                                 Yes [X] No [ ]


<PAGE>


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  April 13,  2009:  $45,225,000.00.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                       N/A

Check  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[X] No[ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

         Class                         Outstanding as of April 14, 2009
         Common Stock, $0.001          54,862,500*

* Increased from  36,575,000  shares of common stock to 54,862,500  shares of
  common stock based upon the forward  stock split of 1.5 shares for each one
  share issued and outstanding effected on the market as of Monday, April 13,
  2009.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (i) any annual report to security holders; (ii)
any proxy or information statement; and (iii) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

                                       N/A

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


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<PAGE>



                           AMERICAN EXPLORATION CORP.
                                    Form 10-K

INDEX

Item 1.     Business                                                           4

Item 1A.    Risk Factors                                                      12

Item 1B.    Unresolved Staff Comments                                         24

Item 2.     Properties                                                        24

Item 3.     Legal Proceedings                                                 24

Item 4.     Submission of Matters to a Vote of Security Holders               24

Item 5.     Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                 24

Item 6.     Selected Financial Data                                           28

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operation                                          29

Item 8.     Financial Statements and Supplemental Data                        34

Item 9.     Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure                                          47

Item 9A.    Controls and Procedures                                           48

Item 9A(T)  Controls and Procedures                                           49

Item 9B.    Other Information                                                 49

Item 10.    Directors, Executive Officers and Corporate Governance            49

Item 11.    Executive Compensation                                            52

Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   55

Item 13.    Certain Relationships and Related Transactions and Director
            Compensation                                                      56

Item 14.    Exhibits                                                          57

Item 15.    Principal Accountant Fees and Services                            58


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<PAGE>


Statements  made in this Form 10-K 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.

AVAILABLE INFORMATION

American  Exploration  Corp. files annual,  quarterly,  current  reports,  proxy
statements,  and other  information with the Securities and Exchange  Commission
(the  "Commission").  You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W.,  Washington,  D.C. You may obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission  at  1-800-SEC-0330.  You can also  obtain  copies of our  Commission
filings by going to the Commission's website at http://www.sec.gov


PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

American  Exploration  Corp.  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  currently
engaged  in  the  exploration,  acquisition  and  development  of  oil  and  gas
properties  in the United  States and within  North  America.  Effective  at the
opening for trading on August 19, 2008,  our trading symbol for our shares trade
on the Over-the-Counter Bulletin Board changed to "AEXP.OB".


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<PAGE>


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

RECENT DEVELOPMENTS

AUGUST 18, 2008 FORWARD STOCK SPLIT

On August 18,  2008,  our Board of Directors  authorized  and approved a forward
stock split of 14 for one (14:1) of our total issued and  outstanding  shares of
common stock (the "2008 Forward Stock Split").

The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2008 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 2008
Forward Stock Split, including the increased potential for financing. The intent
of the 2008 Forward Stock Split is to increase the  marketability  of our common
stock.

The 2008 Forward Stock Split was  effectuated on August 18, 2008 upon filing the
appropriate  documentation  with NASDAQ.  The 2008 Forward Stock Split increased
our total  issued  and  outstanding  shares of common  stock from  6,475,000  to
approximately  90,650,000 shares of common stock. The common stock will continue
to be $0.001 par value.

CANCELLATION OF SHARES

On March 21, 2008, our prior executive officers and founders agreed to return an
aggregate  55,400,000 shares of our common stock. The executive officers did not
receive  any  compensation  direct  or  indirect  from  us as a  result  of  the
cancellation  and return to treasury of the  55,400,000  shares of common stock.
Thus,  our total  issued and  outstanding  shares of common stock was reduced to
36,575,000 shares. See "Item 5. Market for Registrant's  Common Equity,  Related
Stockholder Matters and Issuer Purchases of Equity Securities."

APRIL 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 "2009 Forward Stock Split"). The 2009 Forward Stock Split will
be effectuated  based on market conditions and upon a determination by our Board
of Directors  that the 2009 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 2009 Forward Stock Split, including the
increased potential for financing. The intent of the 2009 Forward Stock Split is
to increase the marketability of our common stock.


                                       5
<PAGE>


The 2009 Forward Stock Split was  effectuated  on April 13, 2009 upon filing the
appropriate  documentation  with NASDAQ.  The 2009 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.

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 Annual
Report,  our authorized  capital  structure has been increased from  100,000,000
shares of common  stock to  150,000,000  shares  of common  stock,  par value of
$0.001.

TRANSFER AGENT

Our transfer agent is Routh Stock Transfer Inc.,  6860 N Dallas  Parkway,  Suite
200, Plano, Texas 75024.

CURRENT BUSINESS OPERATIONS

We are a natural resource  exploration and production  company currently engaged
in the exploration, acquisition and development of oil and gas properties in the
United States and within North  America.  Our primary  activity and focus is the
proposed  acquisition of a 75% net revenue interest in certain leases located in
the offshore region of the Gulf Coast of the United States.  To date, we entered
into an option  agreement with Westrock Land Corp., a private Texas  corporation
("Westrock").

WESTROCK OPTION AGREEMENT

Effective on November 3, 2008,  our Board of Directors  authorized the execution
of an option  agreement (the "Option  Agreement")  with Westrock.  In accordance
with the terms and  provisions  of the Option  Agreement:  (i) Westrock owns all
right, title and interest in and to approximately 5,000 net acres in oil and gas
leases (the  "Leases"),  located in the offshore region of the Gulf Coast of the
United  States;  (ii)  Westrock has  disclosed to us that a well must be spudded
(commencement  of  drilling)  no later  than May 31,  2009;  (iii) we  desire to
acquire a 75% net  revenue  interest in the Leases at $625.00 per net acre for a
total purchase price of approximately $3,125,000; and (iv) we had until November
17, 2008 to complete its due diligence (the "Option Period"). It was anticipated
that in the  event the due  diligence  was  completed  satisfactory  to us,  the
effective  date of  conveyance  of the net revenue  interest in the Leases to us
would occur on approximately November 17, 2008.

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 April 30, 2009


                                       6
<PAGE>


to complete  our due  diligence;  (ii) we shall pay to  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
shall be no later than April 30, 2009.

OIL AND GAS PROPERTIES

As of the  date of this  Annual  Report,  we have  not  consummated  the  Option
Agreement nor acquired the 75% net revenue interest in the Lease.

PROPOSED FUTURE BUSINESS OPERATIONS

Our strategy is to consummate  the  acquisition  of the Option  Agreement and to
complete further  acquisitions of additional oil and gas opportunities that fall
within the criteria of providing a geological  basis for development of drilling
initiatives  that can provide  near term  revenue  potential  and fast  drilling
capital repatriation from production cash flows to create expanding reserves. We
anticipate  that  our  ongoing  efforts,   subject  to  adequate  funding  being
available,  will continue to be focused on successfully  concluding negotiations
for additional tracts of prime acreage in the oil and gas producing domains, and
to  implement  the  drilling  of new wells to  develop  reserves  and to provide
revenues. We plan to build a strategic base of proven reserves and production.

Our ability to continue to complete  planned  exploration  activities and expand
land  acquisitions and explore  drilling  opportunities is dependent on adequate
capital  resources  being available and further sources of debt and equity being
obtained.  The  two  following  alternatives  provide  the  basis  for  business
development options:

DEVELOPMENT OF FUTURE LEASES

The requirement to raise further funding for oil and gas exploration beyond that
obtained  for the next six month  period  continues  to depend on the outcome of
geological and  engineering  testing  occurring  over this interval.  Based upon
completion of the acquisition of the Leases and future property evaluations, and
if results  provide the basis to continue  development  and  geological  studies
indicate high probabilities of sufficient production quantities, we will attempt
to raise  capital to further  our  drilling  program to  establish  wells on the
Leases  in  hand,  build  production  infrastructure  and  pipeline,  and  raise
additional capital for drilling and further land acquisitions. This will include
the following activity:

     o    Site  preparation  for drilling new wellbores,  logging and retrieving
          other data from the wellbores, setting pipe as required and completing
          those wellbores with hydraulic fracing if required

     o    If  commercial  production  is  achieved,  the well can be tied into a
          pipeline  already on the property.  If large  produced gas volumes are
          encountered  additional  compression  may be  required  on this  line.
          Future wells may require additional pipeline capacity to be installed.


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<PAGE>


     o    Create well  development  model and  investment  documents  to develop
          wells on subject leases including funding plan.

     o    Create investor communications materials, corporate identity.

     o    Raise funding for well development.

     o    Drill,  complete, and produce from well drilling program and selective
          re-entry programs.

     o    Target  further  leases for  exploration  potential and obtain further
          funding to acquire new development targets.

New Lease Acquisition and Development

If oil and gas quality and quantities are not deemed sufficient from work to be
conducted on the Leases during the first six months of operation, additional
land acquisitions will be assessed and obtained subject to adequate capital
resources being available and further sources of debt and equity being obtained.
The following outlines anticipated activities pursuant to this business option.

     o    Site  preparation  for drilling new wellbores,  logging and retrieving
          other data from the wellbores, setting pipe as required and completing
          those wellbores with hydraulic fracing if required

     o    If  commercial  production  is  achieved,  the well can be tied into a
          pipeline  already on the property.  If large  produced gas volumes are
          encountered  additional  compression  may be  required  on this  line.
          Future wells may require additional pipeline capacity to be installed.

     o    If gas content not deemed  conducive  to  production,  target  further
          leases for exploration potential and obtain further funding to acquire
          new development targets.

We will require  additional  funding to implement our proposed  future  business
activities.  See "Item 7.  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operation."

We do not expect to purchase any significant equipment or increase significantly
the number of our employees during the next twelve months.  Our current business
strategy is to obtain resources under contract where possible because management
believes that this strategy,  at its current level of development,  provides the
best services available in the circumstances,  leads to lower overall costs, and
provides the best flexibility for our business operations.

COMPETITION

We operate in a highly  competitive  industry,  competing with major oil and gas
companies,  independent  producers and institutional  and individual  investors,
which are actively seeking oil and gas properties  throughout the world together
with the equipment, labor and materials required to operate properties.  Most of
our competitors have financial  resources,  staffs and facilities  substantially
greater than ours.  The principal  area of  competition  is  encountered  in the
financial  ability to acquire good acreage  positions and drill wells to explore
for oil and  gas,  then,  if  warranted,  drill  production  wells  and  install


                                       8
<PAGE>


production  equipment.  Competition  for the acquisition of oil and gas wells is
intense with many oil and gas properties and/or leases or concessions  available
in a competitive bidding process in which we may lack technological  information
or expertise available to other bidders.  Therefore, we may not be successful in
acquiring and developing  profitable properties in the face of this competition.
No assurance can be given that a sufficient number of suitable oil and gas wells
will be available for acquisition and development.

GOVERNMENT REGULATION

The production and sale of oil and gas are subject to various federal, state and
local  governmental  regulations,  which  may be  changed  from  time to time in
response to economic or political  conditions and can have a significant  impact
upon overall operations. Matters subject to regulation include discharge permits
for drilling  operations,  drilling bonds,  reports concerning  operations,  the
spacing of wells, unitization and pooling of properties,  taxation,  abandonment
and restoration  and  environmental  protection.  These laws and regulations are
under constant review for amendment or expansion.  From time to time, regulatory
agencies  have  imposed  price   controls  and   limitations  on  production  by
restricting  the  rate of flow of oil and  gas  wells  below  actual  production
capacity  in  order  to  conserve  supplies  of oil and  gas.  Changes  in these
regulations could require us to expend significant  resources to comply with new
laws or regulations or changes to current requirements and could have a material
adverse effect on our future business operations.

REGULATION OF OIL AND NATURAL GAS PRODUCTION

Our future oil and natural gas  exploration,  production and related  operations
will be subject to extensive rules and regulations promulgated by federal, state
and local  authorities  and  agencies.  Failure  to comply  with such  rules and
regulations can result in substantial  penalties.  The regulatory  burden on the
oil and natural gas industry  increases  our cost of doing  business and affects
our profitability. Although we believe we are in substantial compliance with all
applicable  laws  and  regulations,  because  such  rules  and  regulations  are
frequently amended or reinterpreted, we are unable to predict the future cost or
impact of complying with such laws.

Many states require permits for drilling operations,  drilling bonds and reports
concerning  operations and impose other requirements relating to the exploration
and  production  of oil and  natural  gas.  Such  states  also have  statutes or
regulations  addressing  conservation  matters,  including  provisions  for  the
unitization or pooling of oil and natural gas properties,  the  establishment of
maximum rates of production from wells, and the regulation of spacing,  plugging
and abandonment of such wells.

FEDERAL REGULATION OF NATURAL GAS

The Federal Energy Regulatory  Commission ("FERC") regulates  interstate natural
gas transportation  rates and service conditions,  which affect the marketing of
natural gas produced by us, as well as the revenues  received by us for sales of
such production.  Since the mid-1980's,  FERC has issued a series of orders that
have  significantly  altered the  marketing and  transportation  of natural gas.
These orders mandate a fundamental  restructuring  of interstate  pipeline sales
and transportation service,  including the unbundling by interstate pipelines of
the sale,  transportation,  storage and other  components of the city-gate sales


                                       9
<PAGE>


services such pipelines previously performed.  One of FERC's purposes in issuing
the orders was to  increase  competition  within all phases of the  natural  gas
industry. Certain aspects of these orders may be modified as a result of various
appeals and related  proceedings  and it is  difficult  to predict the  ultimate
impact of the  orders on us and  others.  Generally,  the  orders  eliminate  or
substantially reduce the interstate  pipelines'  traditional role as wholesalers
of natural gas in favor of providing  only storage and  transportation  service,
and have  substantially  increased  competition  and  volatility  in natural gas
markets.

The price, which we may receive for the sale of oil, natural gas and natural gas
liquids, would be affected by the cost of transporting products to markets. FERC
has implemented  regulations  establishing an indexing system for transportation
rates for oil pipelines,  which, generally, would index such rates to inflation,
subject to certain  conditions and limitations.  We are not able to predict with
certainty the effect,  if any, of these  regulations  on any future  operations.
However,  the regulations may increase  transportation  costs or reduce wellhead
prices for oil and natural gas liquids.

ENVIRONMENTAL MATTERS

Our operations and properties will be subject to extensive and changing federal,
state and local  laws and  regulations  relating  to  environmental  protection,
including  the  generation,  storage,  handling,  emission,  transportation  and
discharge of materials into the environment,  and relating to safety and health.
The recent trend in environmental legislation and regulation generally is toward
stricter  standards,  and  this  trend  will  likely  continue.  These  laws and
regulations may (i) require the  acquisition of a permit or other  authorization
before construction or drilling commences and for certain other activities; (ii)
limit or prohibit  construction,  drilling and other activities on certain lands
lying within wilderness and other protected areas; and (iii) impose  substantial
liabilities for pollution  resulting from our operations.  The permits  required
for  several of our  operations  are  subject to  revocation,  modification  and
renewal  by  issuing  authorities.  Governmental  authorities  have the power to
enforce their  regulations,  and violations are subject to fines or injunctions,
or both. In the opinion of  management,  we are in substantial  compliance  with
current  applicable  environmental law and regulations,  and we have no material
commitments  for  capital  expenditures  to comply with  existing  environmental
requirements.   Nevertheless,   changes  in  existing   environmental  laws  and
regulations or in interpretations thereof could have a significant impact on our
business operations, as well as the oil and natural gas industry in general.

The  Comprehensive  Environmental,  Response,  Compensation,  and  Liability Act
("CERCL ") and  comparable  state  statutes  impose  strict,  joint and  several
liability  on owners and  operators  of sites and on persons who  disposed of or
arranged for the disposal of "hazardous  substances"  found at such sites. It is
not  uncommon for the  neighboring  landowners  and other third  parties to file
claims for personal injury and property damage allegedly caused by the hazardous
substances released into the environment.  The Federal Resource Conservation and
Recovery Act  ("RCRA")  and  comparable  state  statutes  govern the disposal of
"solid waste" and "hazardous  waste" and authorize the imposition of substantial
fines and  penalties  for  noncompliance.  Although  CERCLA  currently  excludes
petroleum from its definition of "hazardous substance," state laws affecting our
operations impose clean-up liability relating to petroleum and petroleum related
products.  In addition,  although  RCRA  classifies  certain oil field wastes as


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"non-hazardous," such exploration and production wastes could be reclassified as
A  hazardous  wastes,  thereby  making  such  wastes  subject to more  stringent
handling and disposal requirements.

We intend to acquire leasehold  interests in properties that for many years have
produced oil and natural gas.  Although the previous  owners of these  interests
may have  used  operating  and  disposal  practices  that were  standard  in the
industry at the time,  hydrocarbons or other wastes may have been disposed of or
released on or under the properties.  In addition, some of our properties may be
operated  in the  future  by  third  parties  over  which  we have  no  control.
Notwithstanding  our lack of control  over  properties  operated by others,  the
failure of the operator to comply with applicable environmental regulations may,
in certain circumstances, adversely impact our business operations.

The  National  Environmental  Policy Act ("NEPA") is  applicable  to many of our
planned  activities and operations.  NEPA is a broad procedural statute intended
to ensure that  federal  agencies  consider  the  environmental  impact of their
actions by requiring such agencies to prepare  environmental  impact  statements
("EIS") in connection with all federal activities that significantly  affect the
environment.  Although  NEPA is a  procedural  statute  only  applicable  to the
federal  government,  a portion  of our  properties  may be  acreage  located on
federal land. The Bureau of Land  Management's  issuance of drilling permits and
the  Secretary  of the  Interior's  approval  of plans of  operation  and  lease
agreements all constitute federal action within the scope of NEPA. Consequently,
unless the responsible  agency determines that our drilling  activities will not
materially  impact the environment,  the responsible  agency will be required to
prepare an EIS in conjunction with the issuance of any permit or approval.

The  Endangered  Species Act  ("ESA")  seeks to ensure  that  activities  do not
jeopardize endangered or threatened animals, fish and plant species, nor destroy
or modify the  critical  habitat of such  species.  Under ESA,  exploration  and
production  operation,   as  well  as  actions  by  federal  agencies,  may  not
significantly  impair or jeopardize the species or their  habitat.  ESA provides
for criminal  penalties for willful  violations of the Act.  Other statutes that
provide  protection  to  animal  and  plant  species  and that may  apply to our
operations  include,  but are not necessarily  limited to, the Fish and Wildlife
Coordination  Act, the Fishery  Conservation  and Management  Act, the Migratory
Bird Treaty Act and the National Historic  Preservation Act. Although we believe
that our operations are in substantial compliance with such statutes, any change
in these  statutes  or any  reclassification  of a species as  endangered  could
subject us to  significant  expense to modify our  operations  or could force to
discontinue certain operations altogether.

Management  believes  that  we  are  in  substantial   compliance  with  current
applicable environmental laws and regulations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research  and  development  expenditures  have been  incurred,  either on our
account or sponsored by customers, to the date of our inception.


                                       11
<PAGE>


EMPLOYEES

We do not employ any  persons on a  full-time  or on a  part-time  basis.  Steve
Harding is our  President/Chief  Executive  Officer and Brian Manko is our Chief
Financial  Officer.  These individuals are primarily  responsible for all of our
day-to-day operations. Other services are provided by outsourcing and consultant
and special purpose contracts.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very  significant  risks.
You should carefully  consider the following risks and uncertainties in addition
to  other  information  in  evaluating  our  company  and  its  business  before
purchasing  shares of our common  stock.  Our  business,  operating  results and
financial condition could be seriously harmed due to any of the following risks.
The risks  described  below are all of the material  risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also  impair  our  business  operations.  You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We will  require  significant  additional  financing  in order to  continue  our
exploration activities and our assessment of the commercial viability of our oil
and  gas  properties.  Furthermore,  if the  costs  of our  planned  exploration
programs  are greater than  anticipated,  we may have to seek  additional  funds
through  public or  private  share  offerings  or  arrangements  with  corporate
partners. There can be no assurance that we will be successful in our efforts to
raise  these  require  funds,  or on terms  satisfactory  to us.  The  continued
exploration of our oil and gas  properties  and the  development of our business
will depend upon our ability to establish  the  commercial  viability of our oil
and gas properties and to ultimately develop cash flow from operations and reach
profitable operations.  We currently are in the exploration stage and we have no
revenue from operations and we are experiencing  significant negative cash flow.
Accordingly,  the only other  sources  of funds  presently  available  to us are
through the sale of equity. We presently believe that debt financing will not be
an  alternative to us as all of our  properties  are in the  exploration  stage.
Alternatively,  we may finance  our  business by offering an interest in our oil
and gas properties to be earned by another party or parties carrying out further
exploration and development  thereof or to obtain project or operating financing
from financial  institutions,  neither of which is presently intended. If we are
unable to obtain this additional financing,  we will not be able to continue our
exploration activities and our assessment of the commercial viability of our oil
and properties. Further, if we are able to establish that development of our oil
and gas properties is  commercially  viable,  our inability to raise  additional
financing at this stage would  result in our  inability to place our oil and gas
properties into production and recover our investment.

As our oil and gas properties do not contain any proven or probable  reserves at
this point, we may not discover  commercially  exploitable  quantities of oil or
gas on our properties that would enable us to enter into commercial  production,
achieve revenues and recover the money we spend on exploration.

As our oil and gas properties do not contain any proven or probable  reserves at
this point, we may not discover  commercially  exploitable  quantities of oil or
gas on our properties that would enable us to enter into commercial  production,
achieve revenues and recover the money we spend on exploration.


                                       12
<PAGE>


Our  properties  do not contain  reserves  in  accordance  with the  definitions
adopted by the SEC and there is no  assurance  that any oil and gas  activity we
carry out will establish  reserves.  Gas resources have been  established on the
property,  however,  they have not yet been  determined to be economic,  and may
never  be  determined  to be  economic.  We plan  to  conduct  further  drilling
activities on our oil and gas  properties,  which may include the  completion of
feasibility  studies necessary to evaluate whether commercial  reserves exist on
any of our mineral properties. There is a substantial risk that these activities
will not result in discoveries of  commercially  recoverable  reserves of oil or
gas.

ACTIVITIES ON OUR OIL AND GAS  PROPERTIES  MAY NOT BE  COMMERCIALLY  SUCCESSFUL,
WHICH  COULD  LEAD US TO  ABANDON  OUR PLANS TO  DEVELOP  THE  PROPERTY  AND OUR
INVESTMENTS IN EXPLORATION.

Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable quantities of oil and natural gas on our properties that can then be
developed  into  commercially  viable  operations.  The oil and gas  business is
highly  speculative  in  nature,  involves  many  risks  and is  frequently  non
-productive.  These risks include unusual or unexpected geologic formations, and
the inability to obtain suitable or adequate machinery,  equipment or labor. The
success  of oil and  gas  exploration  is  determined  in part by the  following
factors:

     o    identification  of  potential  oil and natural gas  reserves  based on
          technical analyses;

     o    availability of government-granted exploration permits;

     o    the quality of management and geological and technical expertise; and

     o    the capital available for exploration.

Substantial  expenditures are required to establish proven and probable reserves
through drilling and analysis,  to develop processes to extract oil and gas, and
to develop the drilling and  processing  facilities  and  infrastructure  at any
chosen site. Whether an oil and gas reserve will be commercially  viable depends
on a number of  factors,  which  include,  without  limitation,  the  particular
attributes of the reserve;  oil and natural gas prices,  which fluctuate widely;
and government regulations,  including, without limitation, regulations relating
to prices, taxes,  royalties,  land tenure, land use, importing and exporting of
oil and gas and environmental  protection. We may invest significant capital and
resources  in  exploration  activities  and abandon such  investments  if we are
unable to identify commercially  exploitable reserves. The decision to abandon a
project may reduce the trading  price of our common stock and impair our ability
to raise future financing.  We cannot provide any assurance to investors that we
will discover or acquire any oil or gas reserves in sufficient quantities on any
of our properties to justify commercial operations. Further, we will not be able
to  recover  the  funds  that we  spend  on  exploration  if we are not  able to
establish  commercially  recoverable  reserves  of  oil  or  natural  gas on our
properties.


                                       13
<PAGE>


OUR  BUSINESS  IS  DIFFICULT  TO  EVALUATE  BECAUSE WE HAVE A LIMITED  OPERATING
HISTORY.

In considering  whether to invest in our common stock,  you should consider that
there is only limited historical financial and operating  information  available
on which to base your evaluation of our  performance.  Our inception was May 11,
2006 and, as a result, we have a limited operating history.

WE HAVE A HISTORY OF  OPERATING  LOSSES AND THERE CAN BE NO ASSURANCE WE WILL BE
PROFITABLE IN THE FUTURE.

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and
debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately $164,861 from May 11, 2006 (inception) to December 31, 2008. As of
December 31, 2008,  we had an  accumulated  deficit of $164,861 and had incurred
losses of  approximately  $95,728  during  fiscal year ended  December 31, 2008.
Further,  we do not expect  positive cash flow from operations in the near term.
There  is no  assurance  that  actual  cash  requirements  will not  exceed  our
estimates. In particular,  additional capital may be required in the event that:
(i)  the  costs  to  acquire  additional  leases  are  more  than  we  currently
anticipate;  (ii) drilling and completion  costs for  additional  wells increase
beyond our  expectations;  or (iii) we encounter  greater costs  associated with
general and administrative expenses or offering costs.

Our  development  of and  participation  in what could evolve into an increasing
number of oil and gas prospects may require  substantial  capital  expenditures.
The  uncertainty  and factors  described  throughout this section may impede our
ability to economically find, develop,  produce, and acquire natural gas and oil
reserves. As a result, we may not be able to achieve or sustain profitability or
positive cash flows from operating activities in the future.

WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT  AUDITORS'  REPORT
ACCOMPANYING OUR DECEMBER 31, 2008 AND DECEMBER 31, 2007 FINANCIAL STATEMENTS.

The independent  auditor's  report  accompanying  our December 31, 2008 and 2007
audited  financial  statements  contains  an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
consolidated  financial statements have been prepared "assuming that the Company
will continue as a going concern." Our ability to continue as a going concern is
dependent on raising additional capital to fund our operations and ultimately on
generating future profitable operations.  There can be no assurance that we will
be able to raise sufficient  additional capital or eventually have positive cash
flow from  operations to address all of our cash flow needs.  If we are not able
to find  alternative  sources  of cash  or  generate  positive  cash  flow  from
operations,  our business and  shareholders  will be  materially  and  adversely
affected

WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical  losses from  operations,  we will require  additional
funding  in the  future.  If we cannot  obtain  capital  through  financings  or
otherwise,  our ability to execute our development plans and achieve  production
levels will be greatly limited. Our current development plans require us to make
capital  expenditures for the exploration and development of our oil and natural


                                       14
<PAGE>

gas properties. Historically, we have funded our operations through the issuance
of equity. We may not be able to obtain additional financing on favorable terms,
if at all.  Our future  cash flows and the  availability  of  financing  will be
subject to a number of variables,  including potential production and the market
prices of oil and natural gas. Further, debt financing, if utilized,  could lead
to a diversion  of cash flow to satisfy  debt-servicing  obligations  and create
restrictions on business operations. If we are unable to raise additional funds,
it would have a material adverse effect upon our operations.

AS PART OF OUR  GROWTH  STRATEGY,  WE INTEND TO ACQUIRE  ADDITIONAL  OIL AND GAS
PROPERTIES.

As part of our  growth  strategy,  we intend to acquire  additional  oil and gas
production properties.  Current and subsequent acquisitions may pose substantial
risks to our  business,  financial  condition,  and  results of  operations.  In
pursuing acquisitions,  we will compete with other companies, many of which have
greater financial and other resources to acquire attractive properties.  Even if
we are successful in acquiring additional properties, some of the properties may
not produce  revenues at  anticipated  levels or failure to conduct  drilling on
prospects within specified time periods may cause the forfeiture of the lease in
that prospect.  There can be no assurance  that we will be able to  successfully
integrate  acquired  properties,  which could  result in  substantial  costs and
delays  or  other  operational,   technical,  or  financial  problems.  Further,
acquisitions could disrupt ongoing business  operations.  If any of these events
occur,  it would have a material  adverse effect upon our operations and results
from operations.

WE ARE A NEW ENTRANT INTO THE OIL AND GAS EXPLORATION  AND DEVELOPMENT  INDUSTRY
WITHOUT PROFITABLE OPERATING HISTORY.

Since  inception,  our activities have been limited to  organizational  efforts,
obtaining working capital and acquiring the Lease. As a result, there is limited
information   regarding  property  related   production   potential  or  revenue
generation  potential.  Further, our Lease has no probable,  proved or developed
producing  reserves.  As a  result,  our  future  revenues  may  be  limited  or
non-existent.

The business of oil and gas exploration and development is subject to many risks
and if oil and  natural  gas is found in  economic  production  quantities,  the
potential  profitability  of future  possible oil and gas ventures  depends upon
factors beyond our control.  The potential  profitability of oil and natural gas
properties if economic  quantities  are found is dependent upon many factors and
risks  beyond our  control,  including,  but not limited  to: (i)  unanticipated
ground conditions; (ii) geological problems; (iii) drilling and other processing
problems;  (iv) the  occurrence of unusual  weather or operating  conditions and
other force majeure events;  (v) lower than expected  reserve  quantities;  (vi)
accidents;  (vii)  delays in the  receipt of or  failure  to  receive  necessary
government permits;  (viii) delays in transportation;  (ix) labor disputes;  (x)
government permit restrictions and regulation restrictions;  (xi) unavailability
of materials  and  equipment;  and (xii) the failure of equipment or drilling to
operate in accordance with specifications or expectations.

OUR DRILLING OPERATIONS MAY NOT BE SUCCESSFUL.

We intend to technically  evaluate  certain zones on the property and if results
are  positive  and capital is  available,  to drill  wells and begin  production
operations. There can be no assurance that our current well activities or future
drilling  activities will be successful,  and we cannot be sure that our overall


                                       15
<PAGE>


drilling success rate or our production operations within a particular area will
ever come to fruition,  and if it does,  will not decline over time.  We may not
recover  all or any  portion  of our  capital  investment  in the  wells  or the
underlying  leaseholds.  Unsuccessful  drilling activities would have a material
adverse effect upon our results of operations and financial condition.  The cost
of drilling, completing, and operating wells is often uncertain, and a number of
factors  can delay or prevent  drilling  operations  including:  (i)  unexpected
drilling conditions;  (ii) pressure or irregularities in geological  formations;
(iii) equipment failures or accidents; (iv) adverse weather conditions; and (iv)
shortages or delays in availability of drilling rigs and delivery of equipment.

OUR PRODUCTION INITIATIVES MAY NOT PROVE SUCCESSFUL.

There is no guarantee that the potential  drilling  locations we have or acquire
in the future will ever produce  natural gas or oil, which could have a material
adverse effect upon our results of operations.

PROSPECTS  THAT  WE  DECIDE  TO  DRILL  MAY  NOT  YIELD  NATURAL  GAS  OR OIL IN
COMMERCIALLY VIABLE QUANTITIES.

We describe  our current  prospect in this  Annual  Report.  Our  prospect is in
various stages of preliminary  evaluation and assessment and we have not reached
the point where we have committed to drill on the subject prospect. However, the
use of seismic data, historical drilling logs, offsetting well information,  and
other  technologies  and the study of producing fields in the same area will not
enable us to know conclusively prior to drilling and testing whether natural gas
or oil will be present in sufficient  quantities or quality to recover  drilling
or completion costs or to be economically  viable. In sum, the cost of drilling,
completing  and operating any wells is often  uncertain and new wells may not be
productive.

WE MAY BE UNABLE TO  IDENTIFY  LIABILITIES  ASSOCIATED  WITH THE  PROPERTIES  OR
OBTAIN PROTECTION FROM SELLERS AGAINST THEM.

One of our growth  strategies is to capitalize on opportunistic  acquisitions of
oil and natural gas reserves. However, our reviews of future acquired properties
will be inherently  incomplete because it generally is not feasible to review in
depth every individual property involved in each acquisition.  A detailed review
of records and  properties  may not  necessarily  reveal  existing or  potential
problems,  nor will it permit a buyer to become  sufficiently  familiar with the
properties  to  assess  fully  their   deficiencies   and  potential.   Further,
environmental problems, such as ground water contamination,  are not necessarily
observable  even when an inspection is undertaken.  We may not be able to obtain
indemnification  or other  protections  from the sellers  against such potential
liabilities,  which  would have a material  adverse  effect  upon our results of
operations.

THE  POTENTIAL  PROFITABILITY  OF OIL  AND  GAS  VENTURES  DEPENDS  UPON  GLOBAL
POLITICAL AND MARKET RELATED FACTORS BEYOND OUR CONTROL.

World  prices and markets for oil and gas are  unpredictable,  highly  volatile,
potentially  subject  to  governmental  fixing,   pegging,   controls,   or  any
combination  of these and other  factors,  and  respond to changes in  domestic,
international,  political, social, and economic environments.  Additionally, due


                                       16
<PAGE>


to  worldwide  economic  uncertainty,  the  availability  and cost of funds  for
production  and  other  expenses  have  become  increasingly  difficult,  if not
impossible, to project. These and other changes and events may materially affect
our financial performance. The potential profitability of oil and gas properties
is dependent on these and other factors beyond our control.

PRODUCTION  OR OIL  AND  GAS  RESOURCES  IF  FOUND  ARE  DEPENDENT  ON  NUMEROUS
OPERATIONAL  UNCERTAINTIES SPECIFIC TO THE AREA OF THE RESOURCE THAT AFFECTS ITS
PROFITABILITY.

Production area specifics affect  profitability.  Adverse weather conditions can
hinder drilling  operations and ongoing  production  work. A productive well may
become  uneconomic  in the  event  water or  other  deleterious  substances  are
encountered  which impair or prevent the  production  of oil and/or gas from the
well.  Production  and  treatments  on other wells in the area can have either a
positive or negative effect on our production and wells. In addition, production
from any well  may be  unmarketable  if it is  impregnated  with  water or other
deleterious  substances.  The  marketability  of oil and gas from  any  specific
reserve which may be acquired or discovered will be affected by numerous factors
beyond our control. These factors include, but are not limited to, the proximity
and capacity of oil and gas pipelines,  availability of room in the pipelines to
accommodate additional production, processing and production equipment operating
costs and equipment  efficiency,  market  fluctuations of prices and oil and gas
marketing  relationships,  local  and  state  taxes,  mineral  owner  and  other
royalties,  land  tenure,  lease bonus costs and lease damage  costs,  allowable
production,  and  environmental  protection.  These factors cannot be accurately
predicted and the combination of these factors may result in us not receiving an
adequate return on our invested capital.

IF PRODUCTION RESULTS FROM OPERATIONS,  WE ARE DEPENDENT UPON TRANSPORTATION AND
STORAGE SERVICES PROVIDED BY THIRD PARTIES.

We will be  dependent  on the  transportation  and storage  services  offered by
various  interstate and intrastate  pipeline companies for the delivery and sale
of our gas supplies. Both the performance of transportation and storage services
by  interstate  pipelines and the rates charged for such services are subject to
the jurisdiction of the Federal Energy Regulatory Commission or state regulatory
agencies.  An  inability to obtain  transportation  and/or  storage  services at
competitive  rates could hinder our processing and marketing  operations  and/or
affect our sales margins.

OUR RESULTS OF  OPERATIONS  ARE  DEPENDENT  UPON MARKET  PRICES FOR OIL AND GAS,
WHICH FLUCTUATE WIDELY AND ARE BEYOND OUR CONTROL.

If and when  production  from oil and gas  properties  is reached,  our revenue,
profitability,  and cash flow  depend  upon the  prices  and  demand for oil and
natural  gas.  The  markets for these  commodities  are very  volatile  and even
relatively modest drops in prices can significantly affect our financial results
and impede our  growth.  Prices  received  also will affect the amount of future
cash flow available for capital expenditures and may affect our ability to raise
additional  capital.  Lower prices may also affect the amount of natural gas and
oil that  can be  economically  produced  from  reserves  either  discovered  or
acquired.  Factors that can cause price fluctuations  include:  (i) the level of
consumer  product demand;  (ii) domestic and foreign  governmental  regulations;
(iii) the price and availability of alternative  fuels; (iv) technical  advances
affecting  energy  consumption;  (v)  proximity  and  capacity  of oil  and  gas


                                       17
<PAGE>


pipelines and other  transportation  facilities;  (vi)  political  conditions in
natural gas and oil producing regions;  (vii) the domestic and foreign supply of
natural gas and oil;  (viii) the ability of members of Organization of Petroleum
Exporting Countries to agree to and maintain oil price and production  controls;
(ix) the price of foreign imports;  and (x) overall domestic and global economic
conditions.

The  availability  of a ready market for our oil and gas depends  upon  numerous
factors  beyond our control,  including  the extent of domestic  production  and
importation   of  oil  and  gas,  the  relative   status  of  the  domestic  and
international  economies,  the  proximity  of our  properties  to gas  gathering
systems,  the capacity of those  systems,  the  marketing  of other  competitive
fuels,   fluctuations  in  seasonal  demand  and   governmental   regulation  of
production,  refining,  transportation and pricing of oil, natural gas and other
fuels.

THE OIL AND GAS  INDUSTRY IN WHICH WE OPERATE  INVOLVES  MANY  INDUSTRY  RELATED
OPERATING AND IMPLEMENTATION  RISKS THAT CAN CAUSE SUBSTANTIAL LOSSES INCLUDING,
BUT  NOT  LIMITED  TO,  UNPRODUCTIVE  WELLS,  NATURAL  DISASTERS,  FACILITY  AND
EQUIPMENT PROBLEMS AND ENVIRONMENTAL HAZARDS.

Our drilling  activities will be subject to many risks,  including the risk that
we will not discover commercially  productive  reservoirs.  Drilling for oil and
natural gas can be  unprofitable,  not only from dry holes,  but from productive
wells that do not produce  sufficient  revenues to return a profit. In addition,
our drilling and producing operations may be curtailed, delayed or canceled as a
result of other drilling and production, weather and natural disaster, equipment
and service  failure,  environmental  and regulatory,  and site specific related
factors,  including  but not  limited  to: (i)  fires;  (ii)  explosions;  (iii)
blow-outs  and  surface  cratering;  (iv)  uncontrollable  flows of  underground
natural gas, oil, or formation water; (v) natural  disasters;  (vi) facility and
equipment failures; (vii) title problems; (viii) shortages or delivery delays of
equipment and services; (ix) abnormal pressure formations; and (x) environmental
hazards such as natural gas leaks, oil spills,  pipeline ruptures and discharges
of toxic gases.

If any of these events occur, we could incur substantial  losses as a result of:
(i) injury or loss of life;  (ii) severe damage to and  destruction of property,
natural resources or equipment;  (iii) pollution and other environmental damage;
(iv) clean-up responsibilities; (v) regulatory investigation and penalties; (vi)
suspension of our operations; or (vii) repairs necessary to resume operations.

If we were to  experience  any of these  problems,  it could  affect well bores,
gathering  systems and processing  facilities,  any one of which could adversely
affect our  ability to conduct  operations.  We may be  affected by any of these
events more than larger companies, since we have limited working capital.

THE OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE
WILL BE SUCCESSFUL IN ACQUIRING LEASES.

The oil and natural gas industry is intensely  competitive,  and we compete with
other  companies that have greater  resources.  Many of these companies not only
explore  for and  produce  oil and  natural  gas,  but also  carry  on  refining
operations and market  petroleum and other  products on a regional,  national or


                                       18
<PAGE>


worldwide basis.  These companies may be able to pay more for productive oil and
natural gas properties and exploratory  prospects or define,  evaluate,  bid for
and purchase a greater  number of properties and prospects than our financial or
human resources permit. In addition,  these companies may have a greater ability
to continue  exploration  activities  during  periods of low oil and natural gas
market  prices.  Our  larger  competitors  may be able to absorb  the  burden of
present and future federal,  state,  local and other laws and  regulations  more
easily than we can, which would adversely affect our competitive  position.  Our
ability to acquire additional  properties and to discover reserves in the future
will be dependent  upon our ability to evaluate and select  suitable  properties
and to consummate transactions in a highly competitive environment. In addition,
because we have fewer  financial and human  resources than many companies in our
industry,  we may be at a disadvantage in bidding for exploratory  prospects and
producing oil and natural gas properties.

THE  MARKETABILITY  OF NATURAL  RESOURCES  WILL BE AFFECTED BY NUMEROUS  FACTORS
BEYOND OUR CONTROL,  WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE  RETURN ON
INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous  factors beyond our control.  These factors include
market  fluctuations  in oil and gas  pricing  and  demand,  the  proximity  and
capacity of natural  resource  markets and  processing  equipment,  governmental
regulations,  land tenure,  land use,  regulation  concerning  the importing and
exporting of oil and gas and  environmental  protection  regulations.  The exact
effect of these factors cannot be accurately  predicted,  but the combination of
these  factors may result in us not  receiving  an  adequate  return on invested
capital to be profitable or viable.

OIL AND GAS OPERATIONS ARE SUBJECT TO  COMPREHENSIVE  REGULATION WHICH MAY CAUSE
SUBSTANTIAL  DELAYS OR REQUIRE  CAPITAL  OUTLAYS IN EXCESS OF THOSE  ANTICIPATED
CAUSING AN ADVERSE EFFECT ON OUR BUSINESS OPERATIONS.

Oil and gas operations are subject to federal, state, and local laws relating to
the protection of the environment,  including laws regulating removal of natural
resources from the ground and the discharge of materials  into the  environment.
Oil and gas  operations are also subject to federal,  state,  and local laws and
regulations which seek to maintain health and safety standards by regulating the
design  and  use  of  drilling  methods  and  equipment.  Various  permits  from
government  bodies are required  for drilling  operations  to be  conducted;  no
assurance  can be  given  that  such  permits  will be  received.  Environmental
standards  imposed by federal,  provincial,  or local authorities may be changed
and any such  changes  may have  material  adverse  effects  on our  activities.
Moreover,  compliance  with such laws may cause  substantial  delays or  require
capital outlays in excess of those  anticipated,  thus causing an adverse effect
on us.  Additionally,  we may be subject to  liability  for  pollution  or other
environmental  damages  which  we  may  elect  not  to  insure  against  due  to
prohibitive  premium costs and other reasons.  To date we have not been required
to spend material amounts on compliance with environmental regulations. However,
we may be  required to do so in future and this may affect our ability to expand
or maintain our operations.

In general,  our  exploration  and production  activities are subject to certain
federal,  state and local laws and regulations relating to environmental quality
and pollution  control.  Such laws and  regulations  increase the costs of these


                                       19
<PAGE>


activities and may prevent or delay the  commencement  or continuance of a given
operation.  Compliance  with these laws and  regulations  has not had a material
effect on our operations or financial  condition to date.  Specifically,  we are
subject  to  legislation   regarding  emissions  into  the  environment,   water
discharges  and  storage and  disposition  of  hazardous  wastes.  In  addition,
legislation  has been  enacted  which  requires  well and  facility  sites to be
abandoned and reclaimed to the satisfaction of state authorities.  However, such
laws and  regulations  are  frequently  changed and we are unable to predict the
ultimate cost of compliance. Generally, environmental requirements do not appear
to affect us any  differently  or to any  greater  or lesser  extent  than other
companies in the industry.

We believe  that our  operations  comply,  in all  material  respects,  with all
applicable  environmental  regulations.  We need  insurance  to protect our self
against risks  associated with the leases  obtained.  The leases allow for entry
onto the properties for the purposes of oil and gas  exploration.  The insurance
we require  relates solely to developments on the properties for the purposes of
oil and gas exploration.

When and if we are  convinced  that our  current  leases  or those  subsequently
acquired are capable of hydrocarbon  production and sales,  and we plan to drill
more than one well, we intend to maintain a $2,000,000  per year limit policy on
bodily  injury and  general  liability  with  regard to risks  incurred  for the
drilling  of up to 25 wells.  This  will  allow for our  growth to  contain  non
contract  labor that would  require us to carry such  additional  insurance  for
risks  pertaining to oil and gas  exploration  conducted  directly by us. Such a
policy  would   include   coverage  for  numerous   locations   for   pollution,
environmental  damage,  chemical spills and commercial general liability,  fire,
and personal injury. Such a policy will not be required until such time and date
as we believe that we will begin a sustained drilling and operating program, and
that at least one well has been  drilled and is producing to justify and warrant
further drilling and a sustained drilling and operating program.

ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws,  regulations,  policies  or current  administrative  practices  of any
government body,  organization or regulatory  agency in the United States or any
other  jurisdiction,  may be changed,  applied or  interpreted in a manner which
will fundamentally alter our ability to carry on business. The actions, policies
or regulations, or changes thereto, of any government body or regulatory agency,
or other special  interest groups,  may have a detrimental  effect on us. Any or
all of these  situations  may have a negative  impact on our  ability to operate
and/or our profitability.

WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR  CONSULTANTS  OR RECRUIT  ADDITIONAL
QUALIFIED PERSONNEL.

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their  employment with us for any reason.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent  on the  continued  service  of Steve  Harding,  our  Chief  Executive
Officer,  and Brian Manko, our Chief Financial Officer.  Further, we do not have
key man life  insurance  on  either  of these  individuals.  We may not have the


                                       20
<PAGE>


financial resources to hire a replacement if one or both of our officers were to
die.  The  loss  of  service  of  either  of  these  employees  could  therefore
significantly and adversely affect our operations.

OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Most of our  officers  and  directors  serve  only part time and are  subject to
conflicts of interest.  Each devotes part of his working time to other  business
endeavors,  including  consulting  relationships  with other  entities,  and has
responsibilities  to these other entities.  Such conflicts  include deciding how
much time to  devote  to our  affairs,  as well as what  business  opportunities
should be  presented  to us.  Because of these  relationships,  our officers and
directors will be subject to conflicts of interest. Currently, we have no policy
in place to address such conflicts of interest.

NEVADA LAW AND OUR  ARTICLES OF  INCORPORATION  MAY PROTECT OUR  DIRECTORS  FROM
CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors  will not be liable to us or
our  stockholders  for monetary  damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons  against all damages  incurred in  connection  with our  business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
officers  and  directors  caused by their  negligence,  poor  judgment  or other
circumstances.  The indemnification provisions may require us to use our limited
assets to defend our officers and directors  against  claims,  including  claims
arising out of their negligence, poor judgment, or other circumstances.

A MAJORITY OF OUR  DIRECTORS  AND OFFICERS  ARE  NATIONALS  AND/OR  RESIDENTS OF
CANADA.

Currently,  the  majority  of our  directors  and  officers  reside  in  Canada.
Therefore, it may be difficult for investors to enforce within the United States
any judgments obtained against us or any of our directors or officers.  All or a
substantial  portion of such persons'  assets may be located  outside the United
States.  As a result,  it may be difficult  for  investors to effect  service of
process on our  directors or officers,  or enforce  within the United  States or
Canada any judgments obtained against us or our officers or directors, including
judgments  predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof.  Consequently, you may be effectively
prevented from pursuing  remedies  under U.S.  federal  securities  laws against
them. In addition, investors may not be able to commence an action in a Canadian
court  predicated upon the civil liability  provisions of the securities laws of
the United  States.  We have been advised by our Canadian  counsel that there is
doubt as to the  enforceability,  in  original  actions in Canadian  courts,  of
liability  based  upon  the  U.S.   federal   securities  laws  and  as  to  the
enforceability  in  Canadian  courts of  judgments  of U.S.  courts  obtained in
actions based upon the civil liability provisions of the U.S. federal securities
laws.  Therefore,  it may not be possible to enforce those actions against us or
any of our directors or officers.

RISKS RELATED TO OUR COMMON STOCK

SALES OF A  SUBSTANTIAL  NUMBER OF SHARES OF OUR  COMMON  STOCK  INTO THE PUBLIC
MARKET BY CERTAIN  STOCKHOLDERS MAY RESULT IN SIGNIFICANT  DOWNWARD  PRESSURE ON


                                       21
<PAGE>


THE PRICE OF OUR COMMON  STOCK AND COULD  AFFECT  YOUR  ABILITY  TO REALIZE  THE
CURRENT TRADING PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
by certain  stockholders  could  cause a  reduction  in the market  price of our
common stock. As of the date of this Annual Report, we have 54,862,500 shares of
common stock issued and  outstanding  (Post-2009  Forward Stock  Split).  Of the
total  number  of  issued  and  outstanding  shares  of  common  stock,  certain
stockholders are able to resell up to 41,475,000 (Post-2009 Forward Stock Split)
shares of our common  stock  pursuant  to the  Registration  Statement  declared
effective  on  March  17,  2007.  As a  result  of the  Registration  Statement,
1,975,000  Pre-2008  Forward  Stock  Split  and  Pre-2009  Forward  Stock  Split
(41,475,000  Post-2009  Forward  Stock  Spilt)  shares of our common  stock were
issued and are available for immediate resale which could have an adverse effect
on the price of our common stock.

As of the date of this Annual  Report,  there are 9,637,500  (Post-2009  Forward
Stock  Split)  outstanding  shares  of our  common  stock  that  are  restricted
securities as that term is defined in Rule 144 under the Securities Act of 1933,
as amended (the  "Securities  Act").  Although the  Securities  Act and Rule 144
place  certain  prohibitions  on the sale of restricted  securities,  restricted
securities may be sold into the public market under certain conditions. Further,
as of the  date of  this  Annual  Report,  there  are an  aggregate  of  993,750
(Post-2009  Forward Stock Split) Warrants  outstanding.  See "Item 5. Market for
Registrant's Common Equity,  Related Stockholder Matters and Issuer Purchases of
Equity Securities."

Any  significant  downward  pressure  on the  price of our  common  stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling  stockholders  or others.  Any such short sales could place
further downward pressure on the price of our common stock.

THE TRADING PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN  BOARD WILL  FLUCTUATE
SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

As of  the  date  of  this  Annual  Report,  our  common  stock  trades  on  the
Over-the-Counter  Bulletin Board. There is a volatility associated with Bulletin
Board  securities in general and the value of your investment  could decline due
to the  impact of any of the  following  factors  upon the  market  price of our
common  stock:  (i)  disappointing  results from our  discovery  or  development
efforts;  (ii) failure to meet our revenue or profit goals or operating  budget;
(iii)  decline  in demand for our  common  stock;  (iv)  downward  revisions  in
securities  analysts'  estimates or changes in general  market  conditions;  (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations;  (vii) investor  perception of our industry
or our prospects; and (viii) general economic trends.

In addition,  stock markets have experienced  price and volume  fluctuations and
the market prices of securities have been highly  volatile.  These  fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common  stock.  As a result,  investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.


                                       22
<PAGE>


ADDITIONAL  ISSUANCE OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR EXISTING
STOCKHOLDERS.

Our Articles of Incorporation, as amended, authorize the issuance of 150,000,000
shares of  common  stock.  The Board of  Directors  has the  authority  to issue
additional  shares of our capital stock to provide  additional  financing in the
future and the issuance of any such shares may result in a reduction of the book
value or market price of the  outstanding  shares of our common stock.  If we do
issue any such additional  shares,  such issuance also will cause a reduction in
the  proportionate  ownership and voting power of all other  stockholders.  As a
result of such dilution,  your proportionate ownership interest and voting power
will be decreased  accordingly.  Further,  any such  issuance  could result in a
change of control.

OUR COMMON STOCK IS  CLASSIFIED  AS A "PENNY STOCK" UNDER SEC RULES WHICH LIMITS
THE MARKET FOR OUR COMMON STOCK.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with   transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities  is provided by the exchange or system).  Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure  document prepared by the
SEC,  which  specifies  information  about  penny  stocks  and  the  nature  and
significance  of risks of the penny  stock  market.  A  broker-dealer  must also
provide the customer  with bid and offer  quotations  for the penny  stock,  the
compensation  of the  broker-dealer,  and sales person in the  transaction,  and
monthly account statements  indicating the market value of each penny stock held
in the  customer's  account.  In addition,  the penny stock rules  require that,
prior to a transaction  in a penny stock not otherwise  exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable  investment for the purchaser and receive the purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the trading  activity in the secondary market for stock that becomes
subject to those penny stock  rules.  If a trading  market for our common  stock
develops,  our common  stock will  probably  become  subject to the penny  stock
rules, and shareholders may have difficulty in selling their shares.

A MAJORITY OF OUR  DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES WITH THE
RESULT  THAT IT MAY BE  DIFFICULT  FOR  INVESTORS  TO ENFORCE  WITHIN THE UNITED
STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS OR OFFICERS.

A majority of our  directors  and officers  are  nationals  and/or  residents of
countries other than the United States, and all or a substantial portion of such
persons'  assets are located outside the United States.  As a result,  it may be
difficult  for  investors  to effect  service  of process  on our  directors  or
officers,  or enforce within the United States or Canada any judgments  obtained
against us or our officers or directors, including judgments predicated upon the
civil  liability  provisions of the securities  laws of the United States or any
state  thereof.  Consequently,  you may be  effectively  prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian  court  predicated  upon the
civil liability provisions of the securities laws of the United States.


                                       23
<PAGE>


ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of this Annual Report,  there are no unresolved  comments pending
from the Securities and Exchange Commission.

ITEM 2. PROPERTIES

Our principal  office space is located at 407 2nd Street SW,  Calgary,  Alberta,
Canada T2P 2Y3. The office space is for corporate  identification,  mailing, and
courier  purposes  only and is  provided  to  American  Exploration  at no cost,
relating to a previous business  relationship between us and our President/Chief
Executive  Officer.  The office and services related thereto may be cancelled at
any time.

ITEM 3. 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 Annual 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.

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

During  fiscal year ended  December 31, 2008,  no matters were  submitted to our
stockholders for approval.


                                     PART II

ITEM 5.  MARKET  FOR  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS  AND ISSUER
         PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol  "AEXP:OB"  commencing  November 2008. The market for our common stock is
limited,  and can be volatile.  The following  table sets forth the high and low
bid prices  relating to our common  stock on a  quarterly  basis for the periods
indicated  as  quoted by the  NASDAQ  stock  market.  These  quotations  reflect
inter-dealer prices without retail mark-up,  mark-down, or commissions,  and may
not reflect actual transactions.


                                       24
<PAGE>


       QUARTER ENDED           HIGH BID       LOW BID

       December 31, 2008         $1.01.        $0.90*

*Pre-2009 Forward Stock Split

As of March 30, 2009, we had 30 shareholders  of record,  which does not include
shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

No  dividends  have ever been  declared by the Board of  Directors on our common
stock.  Our  losses  do not  currently  indicate  the  ability  to pay any  cash
dividends,  and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have any equity compensation plan authorized or adopted. The table set
forth below presents information relating to our equity compensation plans as of
the date of this Annual Report:

<TABLE>
<CAPTION>


                                                                          Number of Securities
                        Number of Securities                              Remaining Available
                         to be Issued Upon         Weighted-Average       for Future Issuance
                            Exercise of           Exercise Price of           Under Equity
                        Outstanding Options,     Outstanding Options,      Compensation Plans
                        Warrants and Rights      Warrants and Rights       (excluding column)
   Plan Category                (a)                      (b)                      (a)
___________________     ____________________     ____________________     ____________________
<S>                           <C>                       <C>                        <C>

Equity Compensation
Plans Approved by
Security Holders                n/a                      n/a                      n/a

Equity Compensation
Plans Not Approved
by Security Holders

Warrants                      993,750                   $2.00                     -0-

Total                         993,750

</TABLE>

COMMON STOCK PURCHASE WARRANTS

As of the date of this Annual  Report,  there are an aggregate of 993,750 common
stock purchase  warrants issued and outstanding (the  "Warrants"),  as increased
based upon the 2009 Forward  Stock Split.  Of the 993,750  Warrants  issued,  an
aggregate of 500,000  Warrants  Pre-2009  Forward Stock Split (750,000  Warrants
Post-2009 Forward Stock Split) to purchase shares of common stock and the shares
of common stock underlying the Warrants were issued in a private placement by us
during  fiscal  year  ended  December  31,  2008 at an  exercise  price of $2.00


                                       25
<PAGE>


Pre-2009 Forward Stock Split per share exercisable for a period of twelve months
from the date of share issuance. The remaining 162,500 Warrants Pre-2009 Forward
Stock Split (243,750 Post-2009 Forward Stock Split) to purchase shares of common
stock and the shares of common stock  underlying  the Warrants  were issued in a
private  placement  by us during  the first  quarter  of fiscal  year 2009 at an
exercise price of $2.00 Pre-2009 Forward Stock Split per share exercisable for a
period of twelve months from the date of share issuance.

As of the date of this Annual Report, none of the Warrants have been exercised.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during  fiscal year ended  December 31,
2008, to provide capital, we sold stock in private placement  offerings,  issued
stock in exchange  for our debts or pursuant to  contractual  agreements  as set
forth below.

PRIVATE PLACEMENT OFFERINGS

         NOVEMBER 2008 PRIVATE PLACEMENT

During  fiscal year ended  December 31, 2008,  we completed a private  placement
offering (the "November 2008 Private Placement Offering"),  whereby we issued an
aggregate of 1,000,000  Pre-2009 Forward Stock Split units at $1.00 per unit for
proceeds of $1,000,000  (1,500,000  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 per share Pre-2009
Forward  Stock  Split  for a  period  of  twelve  months  from the date of share
issuance. The November 2008 Private Placement Offering was completed in reliance
on  Regulation  S of the  Securities  Act.  Sales  were  made to  only  non-U.S.
residents. The November 2008 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 November 2008 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.

         FEBRUARY 2009 PRIVATE PLACEMENT

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 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


                                       26
<PAGE>


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.

FORWARD STOCK SPLIT

On August 18, 2008,  our Board of Directors  authorized and approved the Forward
Stock Split. The Forward Stock Split was 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 is to increase the marketability of our common
stock.  The Forward Stock Split was  effectuated  on August 18, 2008 upon filing
the appropriate documentation with NASDAQ. The Forward Stock Split increased our
total  issued  and  outstanding   shares  of  common  stock  from  6,475,000  to
approximately  90,650,000 shares of common stock. The common stock will continue
to be $0.001 par value.

CANCELLATION OF SHARES

On March 22, 2009, our prior executive officers and founders agreed to return an
aggregate  55,400,000 shares of our common stock. The executive officers did not
receive  any  compensation  direct  or  indirect  from  us as a  result  of  the
cancellation  and return to treasury of the  55,400,000  shares of common stock.
Thus,  our total  issued and  outstanding  shares of common stock was reduced to
36,575,000 shares.

APRIL 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 "2009 Forward Stock Split"). The 2009 Forward Stock Split will
be effectuated  based on market conditions and upon a determination by our Board
of Directors  that the 2009 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 2009 Forward Stock Split, including the
increased potential for financing. The intent of the 2009 Forward Stock Split is
to increase the marketability of our common stock.

The 2009 Forward Stock Split was  effectuated  on April 13, 2009 upon filing the
appropriate  documentation  with NASDAQ.  The 2009 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.


                                       27
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

The following selected  financial  information is qualified by reference to, and
should  be read in  conjunction  with our  financial  statements  and the  notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operation"  contained elsewhere herein. The selected income statement
data for fiscal years ended December 31, 2008 and 2007 and the selected  balance
sheet  data as of  December  31,  2008  and 2007 are  derived  from our  audited
consolidated financial statements which are included elsewhere herein.

                                                             For the Period from
                                      Fiscal Years Ended        May 11,  2006
                                         December 31           (inception) to
                                        2008 and 2007         December 31, 2008
                                      __________________     ___________________

STATEMENT OF OPERATIONS DATA

OPERATING EXPENSES
   Professional Fees                $ 44,865    $    -0-         $  44,865
   Amortization                          681         807             1,552
   Advertising                         6,030         -0-             6,030
   General and Administrative         23,058      27,181            55,130
   Marketing                          19,716      32,510            54,326
   Organization                          -0-         -0-             1,500
   Website                               -0-         -0-               500
   Other Income Expense                1,161         -0-             1,161

LOSS FROM OPERATIONS                $(95,511)   $(60,498)        $(165,064)
   Foreign Exchange Gain (Loss)         (217)        420              203

NET LOSS                            $(95,728)   $(60,078)        $(164,861)

BALANCE SHEET DATA

TOTAL ASSETS                        $951,807    $ 37,117

TOTAL LIABILITIES                     13,417       3,000

STOCKHOLDERS EQUITY (DEFICIT)       $938,389    $ 34,117



                                       28
<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULT
        OF OPERATION

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period from  inception  (May 11,  2006) to fiscal year ended  December 31, 2008,
including  the notes to those  financial  statements  which are included in this
Annual Report.  The following  discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have not generated any revenue to date.
The following  table sets forth selected  financial  information for the periods
indicated.  We have incurred recurring losses to date. Our financial  statements
have been  prepared  assuming  that we will  continue  as a going  concern  and,
accordingly,  do not  include  adjustments  relating to the  recoverability  and
realization of assets and  classification of liabilities that might be necessary
should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

RESULTS OF OPERATION

FISCAL YEAR ENDED  DECEMBER 31, 2008 COMPARED TO FISCAL YEAR ENDED  DECEMBER 31,
2007.

Our net loss for fiscal year ended December 31, 2008 was ($95,728) compared to a
net loss of ($60,078) during fiscal year ended December 31, 2007 (an increase of
$35,650).  During  fiscal  years ended  December  31, 2008 and 2007,  we did not
generate any revenue.

During fiscal year ended  December 31, 2008, we incurred  operating  expenses of
approximately  $95,511  compared to $60,498  incurred  during  fiscal year ended
December 31, 2007 (an increase of $35,013).  These operating  expenses  incurred
during fiscal year ended December 31, 2008 consisted of: (i)  professional  fees
of $44,865  (2007:  $9,120);  (ii)  amortization  of $681  (2007:  $807);  (iii)
advertising  $6,030 (2007:  $-0-);  (iv) general and  administrative  of $23,058
(2007: $27,181); and (v) other income expense of $1,161 (2007: $-0-).


                                       29
<PAGE>


Operating  expenses incurred during fiscal year ended December 31, 2008 compared
to fiscal year ended December 31, 2007 increased primarily due to the incurrence
of  professional  fees  associated  with the  increased  scope  and scale of our
business  operations.  General and  administrative  expenses  generally  include
corporate overhead, financial and administrative contracted services, marketing,
and consulting costs.

Foreign exchange gain (loss) incurred during fiscal year ended December 31, 2008
of ($217) (2007:  $420) was recorded  resulting in a net loss of ($95,728).  Our
net loss during fiscal year ended December 31, 2008 was ($95,728) or ($0.00) per
share  compared to a net loss of ($60,078)  or ($0.00) per share  during  fiscal
year ended December 31, 2008. The weighted average number of shares  outstanding
was 91,650,000 for fiscal year ended December 31, 2008 compared to 6,475,000 for
fiscal year ended December 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED DECEMBER 31, 2008

As at fiscal year ended  December 31, 2008, our current assets were $160,832 and
our current  liabilities  were  $13,417,  which  resulted  in a working  capital
surplus of $147,415).  As at fiscal year ended December 31, 2008, current assets
were comprised of: (i) $8,176 in Canadian cash converted to US Dollars; and (ii)
$152,656  in US Dollars.  As at fiscal year ended  December  31,  2008,  current
liabilities were comprised of: (i) $8,417 in accounts  payable;  and (ii) $5,000
due to director.

As at December  31,  2008,  our total  assets were  $951,807  comprised  of: (i)
$160,832 in current assets; (ii) $9,725 in website; and (iii) $781,250 in option
to purchase oil and gas lease.  The increase in total assets  during fiscal year
ended  December 31, 2008 from fiscal year ended  December 31, 2007 was primarily
due to the  recording  of the  valuation  of the option to purchase  oil and gas
lease.

As at December 31, 2008, our total liabilities were $13,417  comprised  entirely
of current  liabilities.  The increase in  liabilities  during fiscal year ended
December 31, 2008 from fiscal year ended  December 31, 2007 was primarily due to
the amount due to director and an increase in accounts payable.

Stockholders'  equity  increased from $34,117 for fiscal year ended December 31,
2007 to $938,389 for fiscal year ended December 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities.  For fiscal
year ended  December 31, 2008,  net cash flows used in operating  activities was
($83,522),  consisting primarily of a net loss of ($95,728). Net cash flows used
in operating  activities was adjusted by $681 in amortization  expense. Net cash
flows used in operating  activities was further  changed by $10,147  relating to
accounts  payable  and  accrued  liabilities,  $1,161 in write down of  obsolete
website,  and $217 as FX adjustment  2008. For  cumulative  amounts from date of
incorporation  (May 11, 2006) to fiscal year ended  December 31, 2007,  net cash
flows used in operating activities was ($151,168), consisting primarily of a net


                                       30
<PAGE>


loss of ($164,644).  Net cash flows used in operating activities was adjusted by
$1,552 in amortization  expense. Net cash flows used in operating activities was
further changed by $10,417 in accounts payable and accrued  liabilities,  $1,161
in write down of obsolete website, and $616 in FX adjustment inception to 2008.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal  year  ended  December  31,  2008,  net cash flows used in  investing
activities  was  ($791,250)  consisting of $781,250 for  acquisition of land and
further  $10,000.  For cumulative  amounts from date of  incorporation  (May 11,
2006) to fiscal year ended  December 31, 2007,  net cash flows used in investing
activities was ($791,250).

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of equity and debt  instruments.  For fiscal year ended  December  31,
2008, net cash flows provided from financing  activities was $1,000,000 compared
to $1,103,250 for cumulative  amounts from date of incorporation  (May 11, 2006)
to fiscal year ended December 31, 2007. Cash flows from financing activities for
fiscal year ended  December 31, 2008  consisted of  $1,000,000  in proceeds from
issuance of stock. Cash flows from financing  activities for cumulative  amounts
from date of incorporation (May 11, 2006) to fiscal year ended December 31, 2007
consisted of $103,250 in proceeds from issuance of stock.

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

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. 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.


                                       31
<PAGE>


During  fiscal year ended  December 31, 2008,  we completed a private  placement
consisting of 1,000,000 Pre-2009 Forward Stock Split units at the price of $1.00
per unit for total proceeds of $1,000,000  (1,500,000  units  Post-2009  Forward
Stock Split).  During the first  quarter of 2009, we closed a private  placement
offering under Regulation S of the Securities Act pursuant to which we issued an
aggregate  of 325,000  Pre-2009  Forward  Stock Split units and  received  gross
proceeds of $325,000 (487,500 Post-2009 Forward Stock Split).

MATERIAL COMMITMENTS

During  fiscal year ended  December 31, 2008, an aggregate of $5,000 was due and
owing to one of our  directors,  which  director  has  provided us with  written
documentation dated January 1, 2009 forgiving the debt.

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  Annual  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.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued SFAS No. 163,  Accounting  for Financial  Guarantee
Insurance Contracts ("SFAS 163"). SFAS 163 clarifies how SFAS 60, Accounting and
Reporting by Insurance  Enterprises  applies to  financial  guarantee  insurance
contracts  issued  by  insurance  enterprises,  including  the  recognition  and
measurement of premium revenue and claim liabilities.  It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for our interim period commencing  January 1, 2009, except for disclosures about
an insurance enterprise's  risk-management  activities,  which are effective for
our interim  period  commencing  July 1, 2008.  We do not expect the adoption of
SFAS 163 to have a material  impact on our  financial  position,  cash flows and
results of operations.

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by


                                       32
<PAGE>


requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning after November 15, 2008,  will be adopted by the Company  beginning in
the  first  quarter  of  2009.  The  Company  does  not  expect  there to be any
significant  impact of adopting SFAS 161 on its financial  position,  cash flows
and results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, The Fair Value  Option for  Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of our first  fiscal year that begins  after  November 15,
2007,  although earlier adoption is permitted.  As of December 31, 2007, we have
not adopted this  statement and  management  has not  determined the effect that
adopting  this  statement  would have on our  financial  position  or results of
operations.

In December  2007,  the FASB issued  SFAS No.  160,  Noncontrolling  Interest in
Consolidated Financial Statements,  an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on our financial
position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any business combinations completed by us prior to January 1, 2009
will be recorded and  disclosed  following  existing  GAAP.  Management  has not
determined the effect that adopting this  statement  would have on our financial
position or results of operations.


                                       33
<PAGE>


In  September  2006,  FASB issued SFAS No. 157,  Fair Value  Measure  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November 15, 2007,  which for us is the fiscal year  beginning
January 1, 2008. We are currently evaluating the impact of adopting SFAS No. 157
but do not  expect  that it will  have a  significant  effect  on its  financial
position or results of operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


MOORE & ASSOCIATES, CHARTERED
   ACCOUNTANTS AND ADVISORS
      PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
American Exploration Corporation
(f.k.a. Minhas Energy Consultants, Inc.)
(An Exploration Stage Company)

We  have  audited  the  accompanying  balance  sheets  of  American  Exploration
Corporation,  (f.k.a.  Minhas Energy  Consultants,  Inc.), (An Exploration Stage
Company)  as of  December  31,  2008 and  December  31,  2007,  and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended  December 31, 2008 and December 31, 2007 and since  inception on May
11,  2006  through  December  31,  2008.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conduct  our  audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial   position  of  American   Exploration
Corporation,  (f.k.a.  Minhas Energy  Consultants,  Inc.) (An Exploration  Stage
Company)  as of  December  31,  2008 and  December  31,  2007,  and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended  December 31, 2008 and December 31, 2007 and since  inception on May
11, 2006 through  December 31, 2008, in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements,  the Company has an accumulated deficit of $164,861, which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans  concerning  these matters are also described in Note 3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/ MOORE & ASSOCIATES, CHARTERED
_________________________________
Moore & Associates, Chartered
Las Vegas, Nevada
March 24, 2009


 6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


                                       34

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                         (An Exploration Stage Company)
                           Year End December 31, 2008

                                 BALANCE SHEETS
                                                             December 31,     December 31,
                                                                 2008             2007
                                                             ____________     ____________
<S>                                                             <C>            <C>

ASSETS

Current Assets
   Cash - CDN converted to USD                                $   8,176
   Cash - USD                                                   152,656        $  35,550
                                                              _________

Total Current Assets in USD                                     160,832        $  35,550
                                                              _________        _________

Website (note 7)                                                  9,725            1,567
                                                                               _________
Option to purchase oil and gas lease (note 7 Item 2)            781,250
                                                              _________
                                                                790,525

Total Assets                                                  $ 951,807        $  37,117
                                                              =========        =========

LIABILITIES & STOCKHOLDER'S EQUITY

Current Liabilities
   Accounts Payable                                           $   8,417        $   3,000
   Due to Director (note 5)                                       5,000
                                                              _________

Total Current Liabilities                                     $  13,417            3,000
                                                              _________        _________

Total Liabilities                                             $  13,417
                                                              _________

Stockholders (Deficiency) Equity
   Authorized:
   1,000,000 common shares
   Par Value $0.001

Issued and Outstanding:
   90,650,000                                                 $  90,650           90,650
   Additional Paid in Capital                                    12,600           12,600
   Private Placement 1                                          100,000
   Private Placement 2                                          900,000
   Deficit accumulated during exploration stage                (164,861)         (69,133)
                                                              _________        _________

Total Stockholders Equity                                     $ 938,389           34,117
                                                              _________        _________

Total Liabilities and Stockholders (deficiency) equity        $ 951,807        $  37,117
                                                              =========        =========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

</TABLE>

                                       35

<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                         (An Exploration Stage Company)
                           Year End December 31, 2008

                            STATEMENTS OF OPERATIONS

                                                                                    Cumulative
                                                                                  Amounts From
                                                                                       Date of
                                                                              Incorporation on
                                          Year ended         Year ended        May 11, 2006 to
                                        December 31,       December 31,           December 31,
                                                2008               2007                   2008
                                        ____________       ____________       ________________
<S>                                     <C>                <C>                   <C>

REVENUE                                 $___________       $          -          $_________

OPERATING EXPENSES (note 2)
Professional fees                             44,865                  -              44,865
Amortization                                     681                807               1,552
Advertising                                    6,030                  -               6,030
General & Administrative                      23,058             27,181              55,130
Marketing                                     19,716             32,510              54,326
Organization                                       -                  -               1,500
Website                                            -                  -                 500
Other Income Expense                           1,161                  -               1,161
                                        ____________       ____________          __________

Loss from operations                         (95,511)           (60,498)           (165,064)
Foreign exchange gain (loss)                    (217)               420                 203
                                        ____________       ____________          __________
Loss before income taxes                     (95,728)           (60,078)           (164,861)

Provision for income taxes                         -                  -                   -
                                        ____________       ____________          __________

Net loss                                $    (95,728)      $    (60,078)         $ (164,861)
                                        ============       ============          ==========

Basic and diluted loss per common                  0                  0
Share (1)

Weighted average number of                91,650,000          6,475,000
Common shares o/s  (Note 4)             ============       ============

(1)      Less than $0.01


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

</TABLE>

                                       36

<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                         (An Exploration Stage Company)
                           Year End December 31, 2008

                             STATEMENTS OF CASH FLOW

                                                                              Cumulative
                                                                                Amounts
                                                                                 From
                                                                                Date of
                                                                             Incorporation
                                                                              On May 11,
                                                             Year Ended         2006 to
                                                            December 31,     December 31,
                                                                2008             2008
                                                            ____________     _____________
<S>                                                              <C>              <C>

OPERATING ACTIVITIES

     Net Loss for the period                                     (95,728)         (164,644)
                                                            ____________     _____________

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY
OPERATING ACTIVITIES
     Amortization Expense                                            681             1,552
Changes in operating assets and liabilities:
     Accounts payable and accrued liabilities                     10,147            10,417
     Write down of obsolete website                                1,161             1,161
     FX adjustment 2008                                              217
     FX adjustment inception to 2008                                                   616
                                                            ____________     _____________
Net Cash used in operating activities                            (83,522)         (151,168)

INVESTING ACTIVITIES

Net cash used in operating activities                             10,000            10,000
     Land                                                        781,250           781,250
                                                            ____________     _____________

Net cash used in investing activities                           (791,250)         (791,250)

FINANCING ACTIVITIES

     Proceeds from issuance of common stock                    1,000,000         1,000,000
                                                            ____________     _____________

Net cash provided by financing activities                      1,000,000         1,103,250

(Decrease) increase in cash during the period                    125,282           160,832

Cash, beginning of the period                                     35,550                 -

Cash, end of the period                                          160,832           160,832
                                                            ============     =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

Supplemental Information
Taxes Paid                                                           0             0
Interest Paid                                                        0             0

</TABLE>

                                       37

<PAGE>

<TABLE>
<CAPTION>

                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                         (An Exploration Stage Company)
                           Year End December 31, 2008

                       STATEMENTS OF STOCKHOLDER'S EQUITY



                                                                                  Deficit
                                                                                Accumulated
                                          Common  Stock          Additional     During the          Total
                                     _______________________      Paid in       Exploration     Stockholder's
                                       Shares        Amount       Capital          Stage           Equity
                                     __________     ________     __________     ___________     _____________
<S>                                  <C>              <C>            <C>             <C>             <C>

Inception, May 11, 2006                       -            -              -               -               -

Initial capitalization, sale of
Common stock to Directors on
May 11, 2006 $0.0007/share           63,000,000     $ 63,000     $  (58,500)                    $     4,500
Private Placement closed
September 30, 2006 0.00357/share     27,650,000       27,650         71,100                          98,750

Net loss for the year                         -            -              -          (9,055)         (9,055)
                                     ______________________________________________________________________

Balance December 31, 2006            90,650,000       90,650         12,600          (9,055)         94,195

Net loss for the year                         -            -              -         (60,078)        (60,078)
                                     ______________________________________________________________________

Balance December 31, 2007            90,650,000       90,650         12,600         (69,133)         34,117

Private Placement closed
November 19, 2008 $1.038/share          900,000      900,000         12,600                         934,117

Private Placement closed
November 24, 2008 $1.034/share          100,000      100,000         12,600                       1,034,117

Net loss for the year                         -            -              -         (95,728)        (95,728)
                                     ______________________________________________________________________

Balance December 31, 2008            91,650,000       90,650         12,600        (164,861)        938,389
                                     ======================================================================


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

</TABLE>

                                       38

<PAGE>


                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2008


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 in accordance with SFAS #7,
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 is planning to change
the focus of operations from the provision  consulting  engineering  services to
the oil and gas industry to oil and gas exploration and development.

NOTE  2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below.

ACCOUNTING BASIS

The basis is generally accepted accounting principles.

EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective its inception.

The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has not issued any options or warrants or similar  securities  since
inception.  However,  warrants  were  included in the recent  private  placement
totaling 500,000 shares if fully exercised within one year of issue.

                                       39

<PAGE>


                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2008


NOTE 2. (CONTINUED)

DIVIDENDS

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid during the periods shown.

CASH EQUIVALENTS

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

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

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.

ADVERTISING COSTS

The  Company's  policy  regarding  advertising  is to expense  advertising  when
incurred. No advertising expenses had been incurred as of December 31, 2008.

WEBSITE COSTS

Website costs consist of software costs,  which represent  capitalized  costs of
design, configuration, coding, installation and testing of the Company's website
up to its initial implementation.  In December 2006, a website was purchased and
was  amortized  over  its  estimated  useful  life  of  three  years  using  the
straight-line  method.  In the fourth  quarter of 2008 it was written  down to 0
since it was an asset of the former company, Minhas Energy Consultants,  Inc. At
the same  time,  a new  website  was  purchased  for the new  company,  American
Exploration  Corporation.  The price was $10,000  and it will also be  amortized
over a  useful  life  of 3 years  on a  straight  line  basis.  Ongoing  website
post-implementation  costs of  operation,  including  training  and  application
maintenance, will be charged to expense as incurred. See Note 7.

                                       40

<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS


In June 2008,  the FASB  issued FASB Staff  Position  EITF  03-6-1,  DETERMINING
WHETHER   INSTRUMENTS   GRANTED  IN   SHARE-BASED   PAYMENT   TRANSACTIONS   ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments  granted  in  share-based  payment  transactions  are  participating
securities  prior  to  vesting,  and  therefore  need  to  be  included  in  the
computation  of earnings  per share under the  two-class  method as described in
FASB Statement of Financial  Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective  for financial  statements  issued for fiscal years
beginning on or after December 15, 2008 and earlier  adoption is prohibited.  We
are not required to adopt FSP EITF  03-6-1;  neither do we believe that FSP EITF
03-6-1 would have material  effect on our  consolidated  financial  position and
results of operations if adopted.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to

                                       41


<PAGE>


companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations'.   This  Statement  replaces  FASB  Statement  No.  141,  Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

                                       42

<PAGE>


In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entity's  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
consolidated financial position, results of operations or cash flows.

CONCENTRATIONS OF RISKS - CASH BALANCES

The Company  maintains its cash in  institutions  insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000  through  October 13,  2008.  As of October  14, 2008 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  FDIC-insured  institutions  are insured up to at
least $250,000 per depositor  until December 31, 2009. On January 1, 2010,  FDIC
deposit  insurance  for all  deposit  accounts,  except for  certain  retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.

                                       43


<PAGE>


                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2008


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
December 31, 2008 of $(164,861).  The Company intends to fund initial operations
through equity financing arrangements.

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 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
          placement 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 to generate  revenue.  There can be no  assurances,  however,
          that management's expectations of future revenues will be realized.

NOTE 4. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock. All common stock shares have equal voting rights,  are non-assessable and
have one vote per share. Voting rights are not cumulative.

ISSUED AND OUTSTANDING

On May 11, 2006  (inception),  the Company issued 4,500,000 shares of its common
stock to its Directors for cash of $4,500. See Note 5 (pre-forward split 14:1).

On September  30, 2006,  the Company  closed a private  placement  for 1,975,000
common  shares  at a price  of $0.05  per  share,  or an  aggregate  of  $98,750
(pre-forward  split 14:1). The Company accepted  subscriptions  from 38 offshore
non-affiliated investors.

                                       44


<PAGE>


                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2008


NOTE 4. (CONTINUED)

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.  6,475,000  outstanding
common shares prior to the split resulted in 90,650,000 shares subsequent to the
split.  All comparative  share numbers have been adjusted to reflect the forward
split.

On November 19th and 24th,  2008, the Company closed two private  placements for
900,000  and  100,000  shares  respectively,  at a price of $1.00 for a total of
$1,000,000.  Included with each share in these private  placements  was one-half
non-transferable  share  purchase  warrant in the capital of the  company.  Each
whole warrant  entitles the subscriber to purchase one  additional  share of the
company 12 months from the date of  issuance  at an exercise  price of $2.00 per
warrant  share.  As  of  December   31st/2008,   there  were  91,650,000  shares
outstanding;  when  the  warrants  may be  exercised,  outstanding  shares  will
increase by 500,000 shares.

NOTE 5. RELATED PARTY TRANSACTIONS

The $5,000  amount  loaned to the company from a director will be forgiven as of
January 1st, 2009 as per written letter.

NOTE 6.  INCOME TAXES

Net  deferred  tax  assets  are $nil.  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.  As the achievement of required future taxable income
is  uncertain,  the  Company  recorded a 100%  valuation  allowance.  Management
believes it is likely that any deferred tax assets will not be realized.

As of December 31, 2008,  the Company has a net operating  loss carry forward of
approximately $164,861, of which $9,055 will expire by December 31, 2026 and the
balance of $155,806 by December 31, 2027.

                                       45


<PAGE>


                        AMERICAN EXPLORATION CORPORATION
                  (formerly - MINHAS ENERGY CONSULTANTS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2008


NOTE 7.  REPLACEMENT OF WEBSITE

Former Minhas website:

                             ACCUMULATED      WRITE-      NET BOOK
                   COST      AMORTIZATION     DOWN        VALUE
__________________________________________________________________

Website costs     $2,438       $ 1,277        $ 1,161     $      -
__________________________________________________________________

WEBSITE COSTS ARE AMORTIZED ON A STRAIGHT LINE BASIS OVER 3 YEARS, ITS ESTIMATED
USEFUL LIFE.

In the third quarter of 2008, the website was written down to nil.


NEW AMERICAN EXPLORATION CORP WEBSITE:

                              ACCUMULATED      NET BOOK
                   COST       AMORTIZATION      VALUE
_______________________________________________________

Website Costs     $10,000       $275.00         $9,725
_______________________________________________________

Once the company  embarked on a new business front in the forth quarter of 2008,
a new website was constructed to better reflect this new business.  This website
is being amortized on a straight line basis over its estimated  useful life of 3
years. See www.americanexplorationcorp.com.

NOTE 8. SUBSEQUENT EVENTS

An  extension  was granted on the  original  option  agreement  to purchase  the
mineral  leases.  The original  amounts of $781,250 to conduct due diligence and
balance of $2,343,750  have remained the same. The original date of November 17,
2008 to complete  due  diligence  has been  extended to April  30th,  2009.  The
original spud date of May 31, 2009 remains the same.  For  consideration  of the
extension  American  Exploration  Corporation  agreed to provide  an  additional
non-refundable  deposit of $125,000. Two private placements were completed for a
total of $325,000 in February 2009. $200,000 was raised on February 11, 2009 and
$125,000 was raised on February 18, 2009.

                                       46


<PAGE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

Effective  during  fiscal year ended  December 31, 2008,  our Board of Directors
appointed Moore & Associates ("Moore & Associates") as our principal independent
registered public accounting firm.

The reports of Moore & Associates  on our financial  statements  for each of the
fiscal years ended December 31, 2008 and 2007 did not contain an adverse opinion
or disclaimer of opinion, nor were they 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  years ended
December 31, 2008 and 2007, there were no  disagreements  between us and Moore &
Associates,  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 & Associates,  would have
caused  Moore & Associates  to make  reference  thereto in their  reports on our
audited consolidated financial statements.

                                       47

<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information  required to
be  disclosed by us in the reports that we file or submit under the Exchange Act
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the  issuer's  management,  including  its  principal  executive  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

An evaluation was conducted under the supervision and with the  participation of
our management, including Steve Harding as our Chief Executive Officer and Brian
Manko as our Chief Financial  Officer,  of the  effectiveness  of the design and
operation of our  disclosure  controls and  procedures  as of December 31, 2008.
Based  on  that  evaluation,  Messrs.  Harding  and  Manko  concluded  that  our
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act, is recorded,  processed,  summarized  and reported  within the
time periods  specified in SEC rules and forms.  Such officers also confirm that
there was no change in our internal control over financial  reporting during the
fiscal  year  ended  December  31,  2008  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As of the  date  of this  Annual  Report,  we  have  not  implemented  an  Audit
Committee,  but will be doing so in the future.  We are currently in the process
of  hiring  a  consultant  to  assist  in  implementing  internal  controls  and
procedures  for the  monitoring  and  review  of  work  performed  by our  Chief
Financial Officer.

This  Annual  Report does not include an  attestation  report of our  registered
public  accounting  firm  Moore  &  Stephens  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  Annual  Report on Form
10-K.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in our internal control over financial  reporting  occurred during the
quarter ended  December 31, 2008,  that  materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

                                       48

<PAGE>


ITEM 9A(T)

Not applicable.

ITEM 9B. OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

     All of our directors hold office until the next annual  general  meeting of
the  shareholders  or until their  successors  are elected  and  qualified.  Our
officers are  appointed  by our board of  directors  and hold office until their
earlier death, retirement, resignation or removal.

Our directors and executive officers, their ages, positions held are as follows:


NAME                    AGE       POSITION WITH THE COMPANY

Steven Harding           49       President, Chief Executive Officer/Principal
                                  Executive Officer and a Director

Brian Manko              42       Chief Financial Officer,

Manmohan Minhas          54       Treasurer and a Director

Devinder Randhawa        49       Director

BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each director,  executive officer and key employee during at least the past five
years,  indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

STEVE HARDING. Mr. Harding has been our President/Chief  Executive Officer and a
member of our board of  directors  since  October  29,  2008.  Mr.  Harding  has
twenty-six  years  experience  in the oil and gas  exploration  industry  within
numerous  geological  basins both within and  outside of North  America.  He has
occupied  various senior  positions  within EnCana Corp.,  and its  predecessors
Alberta  Energy and Husky Energy.  From October 2003 to December 2004 he was the
vice president,  Northern Canada and the vice president  Alaska/MacKenzie  Delta
from 2002 to September 2003. From 1998 to 2002 he was an exploration manager for
Alberta Energy in their New Ventures Group and the chief  geologist/geoscientist
at Husky  Energy  from  1994 to 1998.  Since  March  2005 he has acted as a self
employed consultant,  responsible for evaluating oil and gas assets for a number

                                       49

<PAGE>


of  private  and  public  companies  from a  technical  and  business  viability
perspective. In the latter half of the 1980's, he was responsible for developing
the  geological  model,  which lead to the  discovery of the White Rose field in
offshore  Newfoundland.  The White  Rose  field is  believed  to hold  estimated
reserves of 450 - 500 Million barrels of oil and 3-4 trillion cubic feet of gas,
and currently produces  approximately  110,000 barrels per day. While at EnCana,
he also  negotiated and secured the largest  exploration  position in the US and
Canadian Arctic,  leading to the discovery of the Umiak field 2004 and receiving
a Department of Minerals  Management Service corporate citizen award in 2003 for
outstanding cultural and environmental efforts in Alaska.

Mr.  Harding  received  his Honours  Bachelor of Science  degree in Geology from
McMaster  University  in  1982  and his  Masters  degree  in  Geology  from  the
University of Alberta in 1985.

BRIAN MANKO.  Mr. Manko has been our Chief  Financial  Officer since February 1,
2009.  During the past eighteen years,  Mr. Manko has been involved with private
and public companies  involving a wide range of industries.  From  approximately
2000 to  present,  Mr.  Manko has been  directly  involved  with  private  money
management as an  institutional  investor and private  investor  specializing in
both the capital and currency markets.  From approximately 2003 to present,  Mr.
Manko  has  been a  director  for  Morbank  Mortgage  Investment  Company.  From
approximately  1996 to 2000 to 2003,  Mr. Manko worked as an equity  broker with
Levesque  Securities and Research Capital.  From approximately 1992 to 1996, Mr.
Manko was employed by Johnson & Johnson in its  pharmaceuticals  divisions.  Mr.
Manko is also  currently  working  in an  executive  financial  position  with a
chapter of a national volunteer group.

Mr. Manko earned a Bachelor of Commerce  degree in 1992 from the  University  of
Calgary. He is also currently completing his CMA accounting designation.

MANMOHAN MINHAS. Mr. Minhas has been our Treasurer and on our Board of Directors
since May 11, 2006 and was our prior President/Chief Executive Officer resigning
effective October 29, 2008. Mr. Manmohan Minhas worked for PanCanadian Petroleum
(now EnCana  Corporation)  from May 1980 to August 1993. He started as a Project
Engineer  and worked on the design and  construction  of oil and gas  production
facilities for the company.  These  facilities  included gas plants,  compressor
stations,  pipelines,  and oil  production  batteries.  By August  1985,  he had
successfully  completed over $100,000,000 worth of projects and led a department
with  twenty   employees.   On  July  1986,  he  was  transferred  to  Reservoir
Exploitation  Department,  where he worked  on  conceptual  planning,  reservoir
engineering studies,  primary and secondary petroleum recovery studies,  reserve
estimates,  and production  forecasts.  These projects were all based in central
and southern Alberta.  In this position,  he was responsible for the supervision
of twelve engineers.

From June 1988 to September 1990, Mr. Minhas was the leader of the Reserves Task
Force  for Pan  Canadian,  with a group of  fifteen  engineers,  geologists  and
computer  personnel.  The group  reviewed over 15,000 oil and gas properties the
company had interest in Alberta,  Saskatchewan,  BC, Colorado and California for
purposes  of  regulatory  disclosure  of oil  and  gas  reserves  reporting.  On
September 1990, he was appointed Supervisor,  Production Revenue Department, and
was responsible for acquisitions and divestures of producing properties,  and an
operations  budget for the company of over  $500,000,000  annually.  He was also

                                       50

<PAGE>


responsible  for  contracts for  processing  and  transportation  of oil and gas
through the company's facilities, and supervised a staff of approximately twenty
personnel.  During his tenure with Pan  Canadian,  Mr. Minhas  supervised  seven
Alberta based oil and gas exploration  projects through conceptual  development,
drilling  and  production,  with an  aggregate  expenditure  budget in excess of
$150,000,000.  Mr. Minhas left  PanCanadian in August 1993.  From August 1993 to
September 1994, Mr. Minhas acted as a Principal Consulting Engineer with Quantel
Engineering Ltd. At Quantel, Mr. Minhas did conceptual, detailed engineering and
project  management  of oil and gas  field  production  facilities  in  Southern
Alberta,  including compressor stations,  pipelines, gas plants and gas wellsite
construction and development.

In April  1990,  he  founded  and  acted  as  President  of  Minhas  Training  &
Development,  Inc., which conducted  seminars for  multi-national  oil companies
located throughout the world, including Indonesia,  Malaysia,  Thailand, Brunei,
Canada,   USA,   Singapore  and  Russia.   Subjects  taught  included  reservoir
engineering, petroleum economic evaluations, petroleum production facilities and
project management. He taught these seminars until July 2000.

Mr. Minhas received his B.Sc.  (Mechanical  Engineering)  from the University of
Calgary in 1980. He is a registered  professional  engineer with  Association of
Professional Engineers,  Geologists and Geophysicists of Alberta ("APEGGA").  He
was given an Exemplary  Voluntary  Service  Award by APEGGA in 1992. He has also
completed  numerous seminars and courses in many facets of petroleum  production
and facilities, reservoir engineering, drilling, well testing and log analysis.

Mr.  Minhas is a member of the Board of  Directors of American Oil & Gas Inc., a
publicly  traded US oil and gas  exploration  and  development  company based in
Denver,  Colorado. The company is listed on the AMEX and trades under the symbol
"AEZ".  He is also a member of the company's  audit  committee and  compensation
committee.

DEVINDER RANDHAWA. Mr. Rnadhawa has been on our Board of Directors since October
29, 2008. Mr. Randhawa founded  Strathmore  Minerals Corp. in 1996 and served as
its chairman and chief executive officer until January 2008. Strathmore Minerals
Corp. is an uranium  exploration  company  publically  listed on the TSX venture
exchange in Canada, with assets in the US, Canada and Peru. Mr Randhawa was also
the founder of Royal County  Minerals  Corp.  and served as president  and chief
executive officer and director from May 1998 to July 2003. Royal County Minerals
Corp. was a publically  listed gold exploration  company which traded on the TSX
venture  exchange.  In 2003, he arranged the sale of Royal  Country  Minerals to
Canadian  Gold Hunter Corp.  He was also the founder,  and from December 2005 to
May 2006 acted as the  president,  chief  executive  officer and chairman of the
board of Pacific Asia China Energy,  a TSX listed public company involved in the
coal bed methane exploration  business in three provinces of China. In July 2008
he was  instrumental  in arranging the sale of the company to a third party.  In
addition,  Mr.  Randhawa  currently  provides his services to the  following TSX
venture  exchange  listed  companies  as:  (i)  chairman  of the board and chief
executive  officer for Fission  Energy Inc.;  (ii) chief  executive  officer for
Ballyliffin  Capital  Corp.;  (iii)  president,  chief  executive  officer and a
director for Jalna Minerals Corp.; and (iv) vice chairman for Sernova Corp.

                                       51

<PAGE>


Mr.  Randhawa  received his MBA from the University of British  Columbia in 1985
subsequent to graduating with High Honors from Trinity Western University with a
BA (Business Admin) in 1983.

COMMITTEES OF THE BOARD OF DIRECTORS

As of the  date  of this  Annual  Report,  we  have  not  established  an  audit
committee,  a compensation  committee nor a nominating  committee.  However,  we
intend within the next fiscal quarter to establish such committees and adopt and
authorize certain corporate governance policies and documentation.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended December 31, 2008.

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal years ended December 31, 2008 and 2007 and 2006 (collectively, the "Named
Executive Officers"):

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE
___________________________________________________________________________________________________
                                                                       Non-Qualified
                                                        Non-Equity       Deferred
Name and                            Stock    Option   Incentive Plan   Compensation     All Other
Principal          Salary   Bonus   Awards   Awards    Compensation      Earnings      Compensation
Position    Year    ($)      ($)     ($)      ($)          ($)              ($)            ($)
<S>         <C>     <C>      <C>     <C>      <C>          <C>              <C>            <C>

Manmohan
Minhas,
prior       2006    -0-      -0-     -0-      -0-          ---              ---            ---
President   2007    -0-      -0-     -0-      -0-          ---              ---            ---
and CEO     2008    -0-      -0-     -0-      -0-          ---              ---            ---
___________________________________________________________________________________________________

Steve
Harding
current
President
and CEO     2008   20,000    -0-     -0-      -0-          ---              ---            ---
___________________________________________________________________________________________________

</TABLE>

                                       52


<PAGE>


STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2008

The following  table sets forth  information as at December 31, 2008 relating to
Stock Options that have been granted to the Named Executive Officers:

<TABLE>
<CAPTION>

                                              OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                                      OPTION AWARDS                                                 STOCK AWARDS
                 _________________________________________________________________   _________________________________________
                                                                                                                     Equity
                                                                                                         Equity      Incentive
                                                                                                         Incentive   Plan
                                                                                                Market   Plan        Awards:
                                                                                                Value    Awards:     Market
                                               Equity                                Number     of       Number      or Payout
                                               Incentive                             of         Shares   of          Value of
                                               Plan                                  Shares     or       Unearned    Unearned
                                               Awards:                               or Units   Units    Shares,     Shares,
                 Number of     Number of       Number of                             of         of       Units or    Units or
                 Securities    Securities      Securities                            Stock      Stock    Other       Other
                 Underlying    Underlying      Underlying                            That       That     Rights      Rights
                 Unexercised   Unexercised     Unexercised   Option                  Have       Have     That        That
                 Options       Options         Unearned      Exercise   Option        Not       Not      Have Not    Have Not
                 Exercisable   Unexercisable   Options       Price      Expiration   Vested     Vested   Vested      Vested
Name                 (#)           (#)             (#)       ($)        Date         (#)        ($)      (#)         (#)
______________________________________________________________________________________________________________________________
<S>                   <C>            <C>            <C>                                 <C>        <C>       <C>         <C>

Manhohan             -0-            -0-            -0-                                 -0-        -0-       -0-         -0-
Minhas, prior
President/CEO
______________________________________________________________________________________________________________________________

Steve Harding,
current
President/CEO        -0-            -0-            -0-                                 -0-        -0-       -0-         -0-
______________________________________________________________________________________________________________________________

</TABLE>

                                       53


<PAGE>


The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended December 31, 2008, 2007 and 2006:

<TABLE>
<CAPTION>


DIRECTOR COMPENSATION TABLE

                                                                          Change in
                                                                          Pension
                                                                          Value and
                      Fees                               Non-Equity       Nonqualified
                      Earned or                          Incentive        Deferred             All
                      Paid in      Stock      Option     Plan             Compensation        Other
                      Cash         Awards     Awards     Compensation     Earnings         Compensation     Total
Name                    ($)        ($)         ($)          ($)              ($)                ($)          ($)
_________________________________________________________________________________________________________________
<S>                         <C>       <C>       <C>           <C>              <C>              <C>           <C>

Manmohan Minhas
   2006                    -0-       -0-       -0-           -0-              -0-              -0-           -0-
   2007                    -0-       -0-       -0-           -0-              -0-              -0-           -0-
   2008                    -0-       -0-       -0-           -0-              -0-              -0-           -0-
_________________________________________________________________________________________________________________

Steve Harding
   2008                    -0-       -0-       -0-           -0-              -0-              -0-           -0-
_________________________________________________________________________________________________________________

Devinder Randhawa
   2008                $10,000       -0-       -0-           -0-              -0-              -0-           -0-
_________________________________________________________________________________________________________________

Ravinder Minhas,
prior member
   2008                    -0-       -0-       -0-           -0-              -0-              -0-           -0-
_________________________________________________________________________________________________________________

</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual Report, we have entered into verbal month-to-month
contractual  relationships  with certain of our executive officers and directors
as follows.  See "Item 13. Certain  Relationships  and Related  Transactions and
Director Independence."

PRESIDENT/CHIEF EXECUTIVE OFFICER

As of October 29, 2008, we entered into a contractual  relationship with Perfect
Ocean  Investments  Inc.  ("POI")  regarding the engagement and  compensation of
Steve   Harding,   our   President/Chief   Executive   Officer   (the   "Harding
Arrangement").  In  accordance  with the terms  and  provisions  of the  Harding
Arrangement,  we will pay a monthly salary of $10,000 to POI as compensation for
Mr. Harding.

                                       54

<PAGE>


CHIEF FINANCIAL OFFICER

As of February 1, 2009,  we entered into a contractual  relationship  with Manko
Business  Consulting Corp. ("MBCC") regarding the engagement and compensation of
Brian  Manko,  our  Chief  Financial  Officer  (the  "Manko  Arrangement").   In
accordance with the terms and provisions of the Manko Arrangement, we will pay a
monthly salary of $2,750 to MBCC as compensation for Mr. Manko.

DIRECTOR

As of November 1, 2008, we entered into a contractual relationship with Devinder
Randhawa  regarding the engagement and  compensation of Mr. Randhawa as a member
of our Board of Directors (the "Randhawa  Arrangement").  In accordance with the
terms and provisions of the Randhawa  Arrangement,  we will pay a monthly salary
of $5,000 to Mr. Randhawa as compensation.  As of fiscal year ended December 31,
2008, we paid an aggregate of $10,000 to Mr. Randhawa.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 54,862,500  shares of common stock issued
and outstanding.

<TABLE>
<CAPTION>

                                             Amount and Nature of       Percentage of Beneficial
Name and Address of Beneficial Owner(1)     Beneficial Ownership(1)           Ownership
<S>                                                <C>                          <C>

Directors and Officers:

Steve Harding                                      1,500,000                    2.73%
407 2nd Street SW
Calgary, Alberta
Canada T2P 2Y3

Brian Manko                                          300,000                    Nil
407 2nd Street SW
Calgary, Alberta
Canada T2P 2Y3

Ravinder Randhawa                                  3,000,000                    5.47%
407 2nd Street SW
Calgary, Alberta
Canada T2P 2Y3

Manmohan Minhas                                      495,000                    Nil
407 2nd Street SW
Calgary, Alberta
Canada T2P 2Y3

All executive officers                             5,295,000                    9.65%
and directors as a group
(4 persons)

                                       55

<PAGE>


*     Less than one percent.

(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually  outstanding as of
     the date of this Annual Report. As of the date of this Annual Report, there
     are 54,862,500 shares issued and outstanding.  Beneficial ownership amounts
     reflect the 2009 Forward Stock Split.

</TABLE>


CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
           INDEPENDENCE

As of the date of this Annual Report, other than as disclosed below, none of our
directors, officers or principal stockholders, nor any associate or affiliate of
the foregoing,  have any interest,  direct or indirect, in any transaction or in
any proposed  transactions,  which has  materially  affected or will  materially
affect us during fiscal year ended December 31, 2008.

                                       56

<PAGE>


EMPLOYMENT ARRANGEMENTS

As of the date of this Annual Report,  we have verbally agreed to pay certain of
our  executive  officers and  directors  compensation  for services  rendered as
follows:.President/Chief Executive Officer

As of October 29, 2008,  we entered  into a  contractual  relationship  with POI
regarding the engagement and compensation of Steve Harding,  our President/Chief
Executive Officer (the "Harding Arrangement").  In accordance with the terms and
provisions of the Harding  Arrangement,  we will pay a monthly salary of $10,000
to POI as compensation for Mr. Harding.

CHIEF FINANCIAL OFFICER

As of February 1, 2009,  we entered into a  contractual  relationship  with MBCC
regarding the engagement and  compensation  of Brian Manko,  our Chief Financial
Officer (the "Manko  Arrangement").  In accordance with the terms and provisions
of the  Manko  Arrangement,  we will pay a  monthly  salary of $2,750 to MBCC as
compensation for Mr. Manko.

DIRECTOR

As of November 1, 2008, we entered into a contractual relationship with Devinder
Randhawa  regarding the engagement and  compensation of Mr. Randhawa as a member
of our Board of Directors (the "Randhawa  Arrangement").  In accordance with the
terms and provisions of the Randhawa  Arrangement,  we will pay a monthly salary
of $5,000 to Mr. Randhawa as compensation.

ITEM 14. EXHIBITS

The following exhibits are filed as part of this Annual Report.

Exhibit No.   Document

3.1           Articles of Incorporation (1)

3.1.2         Articles of Merger between Minhas Energy
              Consultants and American Energy Corp. (2)

3.2           Bylaws (1)

10.1          Option Agreement between American Energy
              Corp and Westrock Land Corporation dated
              October 2008.     (3)

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

                                       57

<PAGE>


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

32.1          Certification of Chief Executive Officer
              Under Section 1350 as Adopted Pursuant to Section
              906 of the Sarbanes-Oxley Act.

32.2          Certification of Chief Financial Officer
              Under Section 1350 as Adopted Pursuant to Section
              906 of the Sarbanes-Oxley Act.

(1)  Incorporated  by  reference  from our  Registration  Statement on Form SB-2
     filed with the Commission on March 5, 2006.

(2)  Incorporated  by reference  from our Current  Report on Form 8-K filed with
     the Commission on August 8, 2008.

(3)  Incorporated  by reference  from our Current  Report on Form 8-K filed with
     the  Commission  on  November  6, 2008 and our  Amendment  No. 1 to Current
     Report filed with the Commission on January 25, 2009.

(4)  Incorporated  by reference  from Form Current  Report on 8-K filed with the
     Commission on August 3, 2008.

ITEM 15.PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended December 31, 2008, we incurred  approximately $9,230 in
fees to our principal independent  accountant for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
December  31,  2008  and for the  review  of our  financial  statements  for the
quarters ended March 31, 2008, June 30, 2008 and September 30, 2008.

During fiscal year ended December 31, 2007, we incurred  approximately $8,250 in
fees to our principal independent accountants for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
December  31,  2007  and for the  review  of our  financial  statements  for the
quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.

During fiscal year ended  December 31, 2008, we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.

                                       58


<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 CORP.

Dated: April 14, 2009
                                       By: /s/ STEVE HARDING
                                           _____________________________________
                                               Steve Harding
                                               President/Chief Executive Officer


Dated: April 14, 2009
                                       By: /s/ BRIAN MANKO
                                           _____________________________________
                                               Brian Manko
                                               Chief Financial Officer
















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