8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2010

AMERICAN OIL & GAS INC.

(Exact name of registrant as specified in its charter)

Nevada	1-31900	88-0451554
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1050 17th Street, Suite 2400 Denver, CO	80265
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 991-0173

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 15, 2010, the shareholders of American Oil & Gas Inc. (the “Company”) approved a proposal to amend the Company’s Articles of Incorporation (“Articles of Incorporation”) to increase the amount of authorized shares of common stock from 100,000,000 to 150,000,000 (the “Share Increase”). On June 16, 2010, the Company filed the Certificate of Amendment reflecting the Share Increase with the Secretary of State of the State of Nevada. The Certificate of Amendment is attached hereto as Exhibit 3.1, and, to the extent necessary for compliance with the disclosure requirements of Item 5.03 of this Current Report on Form 8-K, is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

American Oil & Gas Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Meeting”) on June 15, 2010 in Denver, Colorado. Of the 60,600,856 shares of common stock outstanding and entitled to vote as of the record date, 50,084,948 shares (approximately 83%) were present or represented by proxy at the Meeting. The Company’s stockholders approved all of the nominees and proposals. Specifically, the Company’s stockholders approved the election of Andrew P. Calerich, Nick DeMare, C. Scott Hobbs, Patrick D. O’Brien and Jon R. Whitney as directors of the Company to hold office until the 2011 annual meeting of stockholders or until their successors are elected, approved the amendment to the Articles of Incorporation described in Item 5.03 and the ratification of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. The results of the voting on the matters submitted to the stockholders are as follows:

1. Election of five directors to hold office until the next annual meeting of stockholders or until their successors are elected.

NAME	VOTES FOR		VOTES AGAINST		ABSTAIN
Andrew P. Calerich		25,783,018		921,067		34,940
Nick DeMare		21,686,095		5,013,505		39,425
C. Scott Hobbs		26,263,869		438,019		37,137
Patrick D. O’Brien		26,300,219		405,366		33,440
Jon R. Whitney		25,812,090		889,898		37,037

2. Approval of the amendment to the Articles of Incorporation.

VOTES FOR	VOTES AGAINST	ABSTAIN
45,561,817	4,299,891	223,240

3. Ratification of the selection of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

VOTES FOR	VOTES AGAINST	ABSTAIN
49,358,226	356,135	370,587

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to Articles of Incorporation

2

SIGNATURE

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

Date: June 21, 2010	AMERICAN OIL & GAS INC.
	By:	/s/ Andrew P. Calerich
		Andrew P. Calerich, President

3

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to Articles of Incorporation

4

EX-3.1

Exhibit 3.1

USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 — After Issuance of Stock)

1. Name of corporation:

American Oil & Gas Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

IV. AUTHORIZATION OF CAPITAL STOCK: The total number of shares of capital stock the Corporation is authorized to issue is One Hundred Seventy-Five Million (175,000,000), which is divided into two classes: (I) One hundred Fifty Million (150,000,000) shares of Common Stock, par value $0.001 per share; and (2) Twenty-Five Million (25,000,000) shares of Preferred Stock, par value $0.001 per share. The class of preferred stock may be divided into such series as may be established by the Board of Directors, as provided in section 78.195 and 78.196 of the Nevada Revised Statue.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 72.6%

4. Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

/s/ Andrew P. Calerich  

Signature of Officer Andrew P. Calerich, President 

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-After
Revised: 3-6-09