Item 3.02 Unregistered Sales of Equity Securities
On November 5, 2008 (the "Grant Date"), the Board of Directors of American Oil & Gas Inc. (the "Company") authorized certain officers of the Company to enter into negotiations with thirteen officers and employees of the Company to exchange existing, vested and unvested, options under the Company's 2004 Stock Option Plan (the "2004 Plan") and 2006 Stock Incentive Plan (the "2006 Plan" and, together with the 2004 Plan, the "Plans") for new, unvested, options with a purchase price of $2.00 per share. The Company negotiated individually with all employees and officers, and twelve of the thirteen officers and employees accepted an exchange.
The nine non-officer employees exchanged vested and unvested options to purchase an aggregate of 878,000 shares of the Company's common stock and the Company issued to them an aggregate of: (i) unvested options to acquire 329,000 shares of common stock, one-fifth of which vest on each of the first, second, third, fourth and fifth anniversaries of the Grant Date; (ii) unvested options to acquire 125,000 shares of common stock, one-fifth of which vest at the end of each of the next five six-month periods following the Grant Date; (iii) unvested options to acquire 126,000 shares of common stock, one-fifth of which will vest on May 5, 2009, and one-fifth vesting on each of the second, third, fourth and fifth anniversaries of the Grant Date; and (iv) unvested options to acquire 298,000 shares of common stock vesting on the following schedule: (A) 91,000 shares on May 5, 2009, (B) 75,000 shares on November 5, 2009, (C) 60,000 shares on May 5, 2010, (D) 60,000 shares on November 5, 2010, and (E) 12,000 shares on November 5, 2011. Each portion of the options to purchase 878,000 shares shall terminate on the fifth anniversary of the date it first becomes exercisable. The officers exchanged vested and unvested options to purchase an aggregate of 890,000 shares of the Company's common stock. The table below sets forth, for each officer, the total number of shares of common stock underlying each option that was exchanged, the prior exercise price for each option and the new exercise price for each option. Each of the new option grants are unvested, and one-fifth of each grant vests on each of the first, second, third, fourth and fifth anniversaries of the Grant Date. Each portion of such options shall terminate on the fifth anniversary of the date it first becomes exercisable.

Number of Shares of Common Stock Options Previous New Exercise Officer under the Plans Exercise Price Price Don Schroeder (1) 250,000 $ 5.84 $ 2.00 Don Schroeder 90,000 $ 3.37 $ 2.00 Peter Loeffler (2) 150,000 $ 5.84 $ 2.00 Peter Loeffler 60,000 $ 3.37 $ 2.00 Joe Feiten (3) 250,000 $ 4.95 $ 2.00 Joe Feiten 90,000 $ 3.37 $ 2.00

(1) Don Schroeder is VP of Land for the Company.

(2) Peter Loeffler is VP of Exploration and Development for the Company.

(3) Joe Feiten is Chief Financial Officer for the Company.

These issuances were granted based on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) of the Securities Act and Rule 506 of Regulation D and applicable state laws.

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