UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~May~~June 2515, 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.)

(Exact name of registrant as specified in its charter)

1050 17th Street, Suite 2400 Denver, CO	80265
Nevada	1-31900	88-0451554
(Address of Principal Executive Offices)	(Zip Code)
(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.)~~

(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))

1Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Item~~On 7June 15, 2010, the shareholders of American Oil & Gas Inc.01 (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 ~~Regulation~~June 16, FD2010, ~~Disclosure~~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.

~~On May~~Item ~~25,~~5.07. ~~2010,~~Submission ~~American~~of ~~Oil~~Matters &to ~~Gas Inc. issued~~ a ~~press~~Vote ~~release~~of ~~entitled~~Security ~~“American’s Dunn County~~Holders ~~Summerfield 15-15H Well Produces 2,799 BOE During an Early 24 Hour Flow Back Period.” The press release is attached as Exhibit 99.1 hereto.~~

InAmerican ~~accordance~~Oil ~~with~~& ~~General~~Gas ~~Instruction B~~Inc.2 of(the ~~Form~~“Company”) ~~8-K,~~held its 2010 Annual Meeting of Stockholders (the “Meeting”) ~~information~~on ~~disclosed~~June 15, 2010 in ~~Item 7~~Denver, Colorado.01 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 ~~Exhibit 99~~proposals.1 ~~attached~~Specifically, ~~hereto~~the Company’s stockholders approved the election of Andrew P. Calerich, ~~this~~Nick ~~Current~~DeMare, ~~Report~~C. onScott ~~Form~~Hobbs, ~~8-K~~Patrick ~~shall~~D. ~~not~~O’Brien beand ~~deemed~~Jon ~~“filed”~~R. ~~for~~Whitney as directors of the Company to hold office until the ~~purpose~~2011 annual meeting of ~~Section~~stockholders or until their successors are elected, approved the amendment to the Articles of Incorporation described in Item 185.03 and the ratification of Hein & Associates LLP as the ~~Securities~~Company’s ~~Exchange~~independent ~~Act~~registered ofpublic ~~1934~~accounting firm for the fiscal year ending December 31, ~~nor~~2010. ~~shall~~The itresults beof ~~deemed~~the voting on the matters ~~incorporated~~submitted byto ~~reference~~the instockholders ~~any~~are ~~filing.~~as follows:

~~Item 9~~1.~~01.~~ Election ~~Financial~~of ~~Statements~~five ~~and~~directors ~~Exhibits~~to hold office until the next annual meeting of stockholders or until their successors are elected.

Exhibit 99.1 Press Release dated May 25, 2010


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

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: May 25, 2010	AMERICAN OIL & GAS INC.
Date: June 21, 2010	AMERICAN OIL & GAS INC.
	By:	/s/ Andrew P. Calerich
		Andrew P. Calerich, President

INDEX TO EXHIBITS

Exhibit Number		Description
Exhibit 99.1		Press Release dated May 25, 2010

EXHIBIT INDEX


Exhibit Number		Description

3.1		Certificate of Amendment to Articles of Incorporation

Filing Compare · HESS BAKKEN INVESTMENTS I Corp