United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
OR
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| o | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-31900
AMERICAN OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | | 88-0451554 |
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| (State or jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 1050 17th Street, Suite 2400, Denver, CO | | 80265 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(303) 991-0173
Indicate by check mark whether the issuer (i) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo Not required.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Large accelerated filero | | Accelerated filerþ | | Non-accelerated filero* | | Smaller reporting companyo |
| | | (*Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
Indicate the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:
The total shares of $.001 Par Value Common Stock outstanding at November 3, 2009 were 48,307,399.
EXPLANATORY NOTE
This Amendment on Form 10-Q/A amends our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 as initially filed with the Securities and Exchange Commission on November 6, 2009 (“Original 10-Q”). This amendment provides in Part II’s Item 4 the voting results of our Annual Meeting of Shareholders held on July 23, 2009. This amendment does not amend or update any other information set forth in the November 6, 2009 filing.
Part II, Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
American Oil & Gas, Inc. held its annual meeting of shareholders on July 23, 2009. At the meeting, five individuals were re-elected as the Company’s five Directors pursuant to the following votes:
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| | | Shares Voted | |
| Nominee | | For | | | Against | | | Abstain | | | Total | |
| Patrick D. O’Brien | | | 35,961,589 | | | | 1,552,294 | | | | 94,381 | | | | 37,608,264 | |
| Andrew P. Calerich | | | 35,842,465 | | | | 1,685,373 | | | | 80,426 | | | | 37,608,264 | |
| C. Scott Hobbs | | | 32,957,164 | | | | 4,567,111 | | | | 83,989 | | | | 37,608,264 | |
| Nick DeMare | | | 32,251,498 | | | | 5,244,212 | | | | 112,554 | | | | 37,608,264 | |
| Jon R. Whitney | | | 32,772,874 | | | | 4,722,836 | | | | 112,554 | | | | 37,608,264 | |
Shareholders ratified the appointment of HEIN & ASSOCIATES LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009, with 37,399,921 votes for ratification, 179,483 votes against and 28,860 votes abstaining for a total of 37,608,264 votes and no broker non-votes. The Company had 47,879,899 common shares outstanding as of the June 23, 2009 record date.
Shareholders also amended the Company’s 2006 Stock Incentive Plan with 16,314,137 votes in favor of the amendment, 3,800,347 votes against, 57,285 votes abstaining for a total of 20,171,769 votes and 17,436,495 broker non-votes. The amendment was an increase in the number of common stock shares authorized under the 2006 Stock Incentive Plan by 1,500,000 shares to a total of 3,000,000 shares.
Item 6. EXHIBITS
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| Exhibit No. | | Description |
| 3(iv) | | Bylaws of the Company (as revised on June 12, 2009). (Incorporated by reference from the Company’s Current Report on Form 8-K, filed on June 18, 2009.) |
| 31.1 | | 302 Certification of Chief Executive Officer |
| 31.2 | | 302 Certification of Chief Financial Officer |
| 32.1 | | 906 Certification of Chief Executive Officer (furnished as Exhibit 32.1 to Original 10-Q) |
| 32.2 | | 906 Certification of Chief Financial Officer (furnished as Exhibit 32.2 to Original 10-Q) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Signatures | | Title | | Date |
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/s/ Pat O’Brien Patrick D. O’Brien | | Chief Executive Officer and Chairman of The Board of Directors
(principal executive officer) | | November 16, 2009 |
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/s/ Joseph B. Feiten Joseph B. Feiten | | Chief Financial Officer
(principal financial officer and principal accounting officer) | | November 16, 2009 |
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