Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective June 12, 2009, the Board of Directors of the American Oil & Gas, Inc. (the "Company") amended and restated the Bylaws of the Company (the "Bylaws"). Pursuant to Section 78.120(2) of the Nevada Revised Statutes and Section 10.1 of the Company's Bylaws, the Bylaws may be amended from time to time by the affirmative vote of a majority of the Company's Board of Directors. As further discussed below, the changes to the Bylaws were made in order to: (i) change the quorum requirement; (ii) revise the shareholder inspection provision;
(iii) revise how meetings of shareholders are conducted; (iv) create new advance notice provisions regarding shareholder proposals and nominees for director; and
(v) to make other clerical revisions. Attached hereto, and incorporated herein by reference, as Exhibit 3.1 are the Amended and Restated Bylaws of the Company. Quorum Requirement
The Board of Directors determined that a substantial percentage of the outstanding shares of the Company are held in street name, resulting in the Company having difficulty in past shareholder meetings to obtain a majority of voting shares to constitute a quorum, resulting in adjournment of the meeting. The Bylaws have been amended to provide that one-third of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. Shareholder Inspection of Records
This provision was amended to provide shareholders with the rights set forth under the Nevada Revised Statutes.
Order of Business at a Shareholder Meeting The provision was amended to provide that the Company's President (or another person designated by the Board of Directors) shall preside over all meetings of the shareholders. The President shall also conduct the meeting in accordance with the corporation's Articles of Incorporation, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. Advance Notice
The Bylaws now contain provisions relating to the proper advance notice a shareholder must provide to the Company in connection with a shareholder proposal or a shareholder's nominee for director at an annual meeting of shareholders. These additional provisions are for the purpose of establishing an orderly procedure for shareholder action in order to give the Company and the other shareholders adequate time to evaluate proposals. Item 9.01. Financial Statements and Exhibits.

Exhibit 3.1 Amended and Restated Bylaws