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

December 23, 2010

Date of Report (Date of earliest event reported)

AMERICAN EXPLORATION CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-141060	98-0518266
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 5th Ave SW Suite 2650 Calgary, Alberta, Canada	T2P 3R7
(Address of principal executive offices)	(Zip Code)

(403) 233-8484

Registrant’s telephone number, including area code

N/A

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

Check the appropriate box below if the Form 8-K 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))

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective on December 23, 2010, American Exploration Corporation, a Nevada corporation (the “Company”), entered into amendment no. 1 to promissory note (the “Amended Note”) with Mainland Resources Inc., a Nevada corporation (“Mainland Resources”). The Amended Note is in regards to that certain note dated September 27, 2010 in the principal amount of $60,000 (the “Note”). The Note evidences monies advanced by Mainland Resources to the Company in order to assist the Company with various costs associated with the completion of the proposed merger between the Company and Mainland Resources pursuant to the terms and provisions of that certain merger agreement and plan of merger dated Marcfh 22, 2010 as amended by each of a certain letter agreement and amending agreement dated July 28, 2010, Se ptember 7, 2010 and December 23, 2010, respectively.

The Amended Note matures March 31, 2011, bears interest at the rate of 12% per annum and is unsecured.

Important Additional Information Will Be Filed With The SEC

In connection with the proposed merger transaction with Mainland Resources announced on March 23, 2010, Mainland Resources intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and related materials to register the securities of Mainland Resources to be issued in exchange for securities of the Company. The Registration Statement will incorporate a joint proxy statement/ prospectus (the “Proxy Statement/Prospectus”) that the Company and Mainland Resources plan to file with the SEC and mail to their respective stockholders in connection with obtaining stockholder approval of the proposed merger.  The Registration Statement and the Proxy Statement/Prospectus will contain im portant information about the Company, Mainland Resources, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus when they become available, and other documents filed with the SEC by the Company and Mainland Resources, through the web site maintained by the SEC at www.sec.gov.  The Company’s security holders will also receive information at an appropriate time on how to obtain these documents free of charge from the Company.

Each of the Company and Mainland Resources, and their respective directors and executive officers, also may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.1  Amendment No. 1 to Promissory Note dated December 23, 2010 between American Exploration Corporation and Mainland Resources, Inc.

SIGNATURES

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

	AMERICAN EXPLORATION CORPORATION
DATE:  December 31, 2010	/s/ Steven Harding
	Name: Steven Harding
	Title: President/Chief Executive Officer

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1

TO

PROMISSSORY NOTE

From:  AMERICAN EXPLORATION CORPORATION

To:  MAINLAND RESOURCES INC.

THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (the “Amendment”) is made as of December 23, 2010

BETWEEN:  MAINLAND RESOURCES INC., a company existing under the laws of the State of Nevada, USA

 (“Mainland”)

AND:  AMERICAN EXPLORATION CORPORATION, a company existing under the laws of the State of Nevada, USA

 (“American Exploration”)

WHEREAS:

(A)American Exploration (as Borrower) and Mainland (as Lender), entered into that certain Promissory Note (the “Promissory Note”) dated September 27, 2010, whereby American Exploration promised to pay Mainland, or the holder of the Promissory Note, in accordance with the terms and conditions referenced therein, the aggregate Principal Sum of U.S.$60,000, together with Interest payable thereon commencing on the Effective Date of September 27, 2010 at the rate of twelve percent (12%) per annum, calculated daily and payable in full monthly during the continuance of any portion of the Principal Sum being outstanding thereunder prior to maturity, in the manner as set forth in such Promissory Note;

(B)The Promissory Note provides that the Principal Sum, together with all outstanding Interest thereon, is due and payable by American Exploration to Mainland on or before 5:00 p.m. (Vancouver, British Columbia, time) on the “Final Principal Sum Payment Date”, which is defined in the Promissory Note to mean December 31, 2010;

(C)American Exploration and Mainland wish to amend the terms of the Promissory Note to extend the Final Principal Sum Payment Date to March 31, 2011;

THIS AMENDMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, American Exploration and Mainland covenant and agree as follows:

1

Certain Definitions

1.Capitalized terms not otherwise herein defined shall have the meaning ascribed to them in the Promissory Note.

Termination Date

2.The Promissory Note is hereby amended to replace “December 31, 2010” with “March 31, 2011” in the definition of “Final Principal Sum Payment Date”.

Amendment

3.Except as expressly amended hereby, the Promissory Note is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect as of the date hereof.

Effect of Amendment

4.This Amendment shall form a part of the Promissory Note for all purposes, and each of American Exploration and Mainland shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Promissory Note shall be deemed a reference to the Promissory Note as amended hereby.

Entire Agreement

5. This Amendment constitutes the entire agreement between the parties hereto, and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise between the parties hereto, with respect to the subject matter of this Amendment.  Nothing in this Section 5 will limit or restrict the effectiveness and validity of any document with respect to the subject matter of this Amendment that is executed and delivered contemporaneously with or pursuant to this Amendment.

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Governing Laws

6. This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

Counterparts

7. This Amendment may be executed in any number of counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties hereto, and each of which will together be deemed to be an original, notwithstanding that each party hereto is not a signatory to the same counterpart.

Headings

8. The descriptive headings of the several Sections of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF this Amendment has been executed by the parties hereto effective as of the day and year first above written.

MAINLAND RESOURCES INC.	AMERICAN EXPLORATION CORPORATION
/s/	/s/
Name:	Name:
Title:	Title:

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