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): June 1523, 2010 (June 17, 2010)

AMERICAN OIL & GAS INC. (Exact name of registrant as specified in its charter)

(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.)

Nevada	1-31900	88-0451554
1050 17th Street, Suite 2400 Denver, CO	80265
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

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))

OnItem ~~June 15, 2010, the shareholders of American Oil & Gas Inc~~5. (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”)02. On ~~June 16,~~Departure ~~2010, the Company filed the Certificate~~ of ~~Amendment~~Directors ~~reflecting~~or ~~the~~Certain ~~Share~~Officers; ~~Increase with~~Election ~~the Secretary~~ of ~~State~~Directors; ofAppointment ~~the State~~ of ~~Nevada.~~Certain ~~The~~Officers; ~~Certificate~~Compensatory ofArrangements ~~Amendment is attached hereto as Exhibit 3.1, and, to the extent necessary for compliance with the disclosure requirements~~ of ~~Item 5.03~~Certain ~~of this Current Report on Form 8-K, is incorporated herein by reference.~~ Officers

~~Item~~On June 517, 2010, we entered into a two-year employment agreement with Andrew Calerich, our President, at his current annual salary of $257,000, which may be increased from time to time.07 The employment agreement may be terminated for cause, in which event compensation and benefits will cease as of the effective date of the termination. ~~Submission~~In the event of other ~~Matters~~termination (including death or disability, and resignation due to a ~~Vote~~requirement to relocate his principal place of ~~Security~~business ~~Holders~~more than 50 miles from Denver, Colorado), Mr. Calerich will receive compensation and benefits until six months after the effective date of termination.

~~American~~On ~~Oil~~June 17, ~~& Gas Inc. (the “Company”) held its~~ 2010, ~~Annual~~we ~~Meeting~~entered ofinto ~~Stockholders~~a ~~(the “Meeting”)~~two-year onemployment ~~June 15,~~agreement ~~2010~~with inPatrick ~~Denver, Colorado~~D. ~~Of the 60~~O’Brien,~~600,856~~ ~~shares~~our ofChief ~~common~~Executive ~~stock~~Officer, ~~outstanding~~at ~~and~~his ~~entitled~~current toannual ~~vote~~salary as of ~~the record date~~$200, 50000,~~084,948~~ ~~shares~~which ~~(approximately~~may ~~83%)~~be ~~were present~~increased orfrom ~~represented~~time byto ~~proxy at the Meeting~~time. The ~~Company’s~~employment ~~stockholders~~agreement ~~approved~~may ~~all of the~~be ~~nominees~~terminated ~~and~~for ~~proposals. Specifically~~cause, ~~the~~in ~~Company’s~~which ~~stockholders~~event ~~approved~~compensation ~~the election of Andrew P. Calerich, Nick DeMare, C. Scott Hobbs, Patrick D. O’Brien~~ and ~~Jon~~benefits R.will ~~Whitney~~cease as ~~directors~~ of the ~~Company~~ toeffective ~~hold~~date ~~office~~of ~~until~~ the ~~2011~~termination. In ~~annual~~the ~~meeting~~event of ~~stockholders~~other ortermination ~~until~~(including ~~their~~death ~~successors~~or ~~are elected~~disability, ~~approved~~and ~~the~~resignation ~~amendment~~due to ~~the~~a ~~Articles~~requirement ofto ~~Incorporation~~relocate ~~described in Item 5.03 and the~~his ~~ratification~~principal place of ~~Hein~~business &more ~~Associates~~than ~~LLP~~50 asmiles ~~the~~from ~~Company’s~~Denver, ~~independent registered public accounting firm for the fiscal year ending December 31~~Colorado), ~~2010~~Mr. O’Brien ~~The~~will ~~results~~receive ofcompensation ~~the~~and benefits ~~voting~~until onsix ~~the~~months ~~matters submitted~~after to the ~~stockholders~~effective ~~are~~date asof ~~follows:~~termination.

1.On June ~~Election~~17, 2010, we entered into a two-year employment agreement with Bobby G. Solomon, our Vice President, at his current annual salary of ~~five~~$200,000, ~~directors~~which may be increased from time to ~~hold~~time. ~~office~~The ~~until~~employment agreement may be terminated for cause, in which event compensation and benefits will cease as of the ~~next~~effective ~~annual~~date ~~meeting~~of the termination. In the event of ~~stockholders~~other termination (including death or disability, and resignation due to a requirement to relocate his principal place of business more than 50 miles from Denver, Colorado), Mr. Solomon will receive compensation and benefits until ~~their~~six ~~successors~~months ~~are~~after ~~elected~~the effective date of termination.

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

On June 21, 2010, we entered into a two-year employment agreement with Don E. Schroeder, our Vice President of Land, at his current annual salary of $190,000, which may be increased from time to time. The employment agreement may be terminated for cause, in which event compensation and benefits will cease as of the effective date of the termination. In the event of other termination (including death or disability, and resignation due to a requirement to relocate his principal place of business more than 50 miles from Denver, Colorado), Mr. Schroeder will receive compensation and benefits until six months after the effective date of termination.

2.On June ~~Approval~~17, 2010, we entered into amendments to employment agreements with Joseph B. Feiten, our Chief Financial Officer, and Peter Loeffler, our Vice President of ~~the~~Exploration and Development. Each amendment provides that, in the event of death or disability, or resignation due to a requirement to relocate his principal place of business more than 50 miles from Denver, Colorado, the ~~Articles~~Officer will receive compensation and benefits until six months after the effective date of ~~Incorporation~~termination.

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

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

SIGNATURE

~~Item 9.01~~Pursuant ~~Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~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.

~~(d)~~Date: ~~Exhibits~~June 23, 2010

~~3.1~~AMERICAN ~~Certificate~~OIL of& ~~Amendment~~GAS ~~to Articles of Incorporation~~INC.

2By: /s/ Andrew P. Calerich Andrew P. Calerich, President

~~SIGNATURE~~3

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

EXHIBIT INDEX

Exhibit Number		Description
3.1		Certificate of Amendment to Articles of Incorporation

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