American Eagle Energy Inc. - FORM 10-K/A

Attached files

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EX-32.2 - CFO SECTION 906 CERTIFICATION - American Eagle Energy Inc.	ex32-2.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - American Eagle Energy Inc.	ex31-2.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - American Eagle Energy Inc.	ex32-1.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - American Eagle Energy Inc.	ex31-1.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
Amendment No. 1

For the fiscal year ended April 30, 2009

Commission file number 333-143626

American Eagle Energy Inc.
(Exact Name of Registrant as Specified in Its Charter)

NEVADA 20-8642477
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong
(Address of Principal Executive Offices including Zip Code)

852 2521 5455
(Telephone Number)

Resident Agents of Nevada, Inc.
711 S. Carson St., Suite 4
Carson City, NV 89701
(Name, Address and Telephone Number of Agent for Service)

Yellow Hill Energy Inc.
(Former Name of Registrant)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has 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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if Smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of October 22, 2009, the registrant had 30,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of October 22, 2009.

AMERICAN EAGLE ENERGY INC.
TABLE OF CONTENTS

Page No.
--------

Part I

Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Securities Holders 7

Part II

Item 5. Market for Registrant's Common Equity & Related Stockholder
Matters 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 8. Financial Statements 14
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 24
Item 9A. Controls and Procedures 24

Part III

Item 10. Directors and Executive Officers 26
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners and Management 28
Item 13. Certain Relationships and Related Transactions 29
Item 14. Principal Accounting Fees and Services 29

Part IV

Item 15. Exhibits 30

Signatures 30

PART I

ITEM 1. BUSINESS

American Eagle Energy Inc. (the "Company") was incorporated in the State of
Nevada as Yellow Hill Energy Inc. on March 14, 2007 to engage in the
acquisition, exploration and development of natural resource properties. We are
an exploration stage company with no revenues and a limited operating history.
The principal executive offices are located at 10B Time Centre, 53-55 Hollywood
Road, Central, Hong Kong. The telephone number is 852 2521 5455.

Our independent auditor has issued an audit opinion for American Eagle Energy
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.

The company carried out exploration on property known as the Bond Uranium
Prospect, comprised of 22 federal lode mining claims located in Ferry County,
Washington. The completed fieldworks of Phase I of the exploration program did
not appear to indicate an economically viable mineral deposit and as a result,
the Company decided not to renew the mining claims.

Our plan now is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a Merger Target") desiring the perceived advantages of becoming
a publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

A common reason for a Merger Target to enter into a merger with us is the desire
to establish a public trading market for its shares. Such a company would hope
to avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities law that regulate initial public
offerings.

As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.

We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We are required to comply with general business and tax laws for businesses
operating in the state of Nevada.

NUMBER OF EMPLOYEES

Our only employee is our officer, Jay Jhaveri. Mr. Jhaveri currently devotes
approximately 5 hours per week to company matters. He will devote as much time
as the board of directors determines is necessary to manage the affairs of the
company. There are no formal employment agreements between the company and our
current employee.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules for
a small business issuer under the Securities Exchange Act. We are subject to
disclosure filing requirements, including filing Form 10-K annually and Form
10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically.

ITEM 1A. RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING KNOWN RISKS AND UNCERTAINTIES IN
ADDITION TO OTHER INFORMATION IN THIS REPORT IN EVALUATING OUR COMPANY. OUR
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED
DUE TO ANY OF THE FOLLOWING KNOWN RISKS. THE RISKS DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO US MAY
ALSO IMPAIR OUR BUSINESS OPERATIONS.

WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

We have no operating business or plans to develop one. We are currently seeking
to enter into a merger or business combination with another operating company.
To date, our efforts have been limited to meeting our regulatory filing
requirements and searching for a merger target.

WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED
ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.

We have limited resources, no revenues from operations to date and our cash on
hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. There
can be no assurance that determinations ultimately made by us will permit us to
achieve our business objectives.

WE WILL BE ABLE TO EFFECT AT MOST ONE MERGER, AND THUS MAY NOT HAVE A
DIVERSIFIED BUSINESS.

Our resources are limited and we will most likely have the ability to effect
only a single merger. This probable lack of diversification will subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to the consummation of a merger. We will become dependent
upon the development or market acceptance of a single or limited number of
products, processes or services.

WE DEPEND SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE
ALL MANAGEMENT DECISIONS.

Our ability to effect a merger will be dependent upon the efforts of our
president, Jay Jhaveri. Notwithstanding the importance of Mr. Jhaveri, we have
not entered into any employment agreement or other understanding with Mr.
Jhaveri concerning compensation or obtained any "key man" life insurance on any
of his life. The loss of the services of Mr. Jhaveri will have a material
adverse effect on achieving our business objectives and success. We will rely
upon the expertise of Mr. Jhaveri and do not anticipate that we will hire
additional personnel.

THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no definitive agreement with respect to engaging in a merger with, joint
venture with or acquisition of, a private or public entity. No assurances can be
given that we will successfully identify and evaluate suitable business
opportunities or that we will conclude a business combination. We cannot
guarantee that we will be able to negotiate a business combination on favorable
terms, and there is consequently a risk that funds allocated to the purchase of
our shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the closing of a merger or business combination, it is likely our current
management will not retain any control or managerial responsibilities. Upon such
event, Mr. Jhaveri intends to resign from his positions with us.

CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER
OR BUSINESS COMBINATION.

Our Articles of Incorporation authorized the issuance of 75,000,000 shares of
Common Stock. There are currently 30,000,000 authorized but unissued shares of
Common Stock available for issuance. To the extent that additional shares of
Common Stock are authorized and issued in connection with a merger or business
combination, our stockholders could experience significant dilution of their
respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for the Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.

OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF
STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price, as defined, of less than $5.00 per
share, or an exercise price of less than $5.00 per share, subject to certain
exceptions, including an exception of an equity security that is quoted on a
national securities exchange. Our Common Stock is not now quoted on a national
exchange but is traded on the OTC Bulletin Board ("OTCBB"). Thus, they are
subject to rules that impose additional sales practice requirements on
broker-dealers who sell these securities. For example, the broker-dealer must
make a special suitability determination for the purchaser of such securities
and have received the purchaser's written consent to the transactions prior to
the purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny

stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered underwriter, and current quotations
for the securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The "penny stock" rules,
may restrict the ability of our stockholders to sell our Common Stock and
warrants in the secondary market.

LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK
ON A MORE LIQUID MARKET.

Our Common Stock is quoted on the OTC Bulletin Board ("OTCBB"), which provides
significantly less liquidity than a securities exchange (such as the American or
New York Stock Exchange) or an automated quotation system (such as the Nasdaq
Global Market or Capital Market). There is uncertainty that we will ever be
accepted for a listing on an automated quotation system or national securities
exchange.

ITEM 2. PROPERTIES

We currently utilize office space at the office of Axonus Asia Limited, 10B
TimeCentre, 53-55 Hollywood Road, Central, Hong Kong. Jay Jhaveri, the sole
officer and director of the Company, is a principal and sole shareholder of
Axonus Asia Limited. Axonus Asia Limited is paid a total of $1,500 per month for
providing facilities that include office space, telephone services, facsimile
services, computer and office equipment. We intend to use these facilities for
the time being until we feel we have outgrown them.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended April 30, 2009.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB)
under the symbol "AMRE.OB". The OTCBB is a regulated quotation service that
displays real-time quotes, last sale prices and volume information in
over-the-counter securities. The OTCBB is not an issuer listing service, market
or exchange. Although the OTCBB does not have any listing requirements per se,

to be eligible for quotation on the OTCBB issuers must remain current in their
filings with the SEC or applicable regulatory authority. Securities quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that we will continue to have the funds
required to remain in compliance with our reporting obligations.

There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report American Eagle Energy had 23
shareholders of record. We have paid no cash dividends and have no outstanding
options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;

- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;

- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;

- contains a toll-free telephone number for inquiries on disciplinary
actions;

- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and

- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

- the bid and offer quotations for the penny stock;

- the compensation of the broker-dealer and its salesperson in the
transaction;

- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and

- monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REPORTS

We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.

TRANSFER AGENT

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

We are an exploration stage company and have generated no revenues.

Our net loss for the years ended April 30, 2009 and 2008 were $21,270 and
$16,112, respectively. Our net loss from inception (March 14, 2007) through
April 30, 2009 was $53,272. These expenses consisted of general operating

expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports.

In their report on our audited financial statements as at April 30, 2009, our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at April 30, 2009 was $7,157. In order to satisfy our cash
requirements we needed to complete our offering of 15,000,000 shares registered
pursuant to our SB-2 Registration Statement which became effective on June 25,
2007 to raise $45,000. The offering was completed on July 31, 2007 for total
proceeds of $45,000.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

YEAR END - The Company's yearend is April 30.

USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in operations in the period that includes the enactment date.

The Company has net operating loss carryover to be used for reducing future
year's taxable income. The Company has recorded a valuation allowance for the
full potential tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.

common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from
September 26, 2006 (Date of Inception) through April 30, 2009, the Company had
no potentially dilutive securities.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.

LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board
("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on March 14, 2007 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.

NEW ACCOUNTING PRONOUNCEMENTS - In February 2006, the FASB issued Statement of
Accounting Standards No. 155, Accounting for Certain Hybrid Financial
Instruments ("SFAS No. 155"), which amends Statement of Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No.
133") and Statement of Financial Accounting Standards No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
("SFAS No. 140"). SFAS Mp; 155 permits fair value measurements for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding
derivatives or hybrid financial instruments containing embedded derivatives. We
do not expect the adoption of SFAS 155 to have a material impact on the
company's financial position, results of operations or cash flows.

statements have been issued. Those not choosing to early adopt are required to
apply the provisions as of the beginning of the first fiscal year after
September 15, 2006. The intention of the new statement is to simplify accounting
for separately recognized servicing assets and liabilities, such as those common
with mortgage securitization activities, as well as to simplify efforts to
obtain hedge-like accounting. Specifically, SFAS No 156 permits a service using
derivative financial instruments to report both the derivative financial
instrument and related servicing asset or liability by using a consistent
measurement attribute, or fair value. We do not expect the adoption of SFAS 155
to have a material impact on the Company's financial position, results of
operations or cash flows.

BUSINESS OPERATIONS OVERVIEW

On September 9, 2008 Craig Lindsay resigned as our president, chief financial
officer and director and Sean Mitchell resigned as our secretary, treasurer and
director. As a result on September 9, 2008 we appointed Jay Jhaveri as
president, secretary, treasurer, director and chief financial officer of our
company. Our board of directors consists of Jay Jhaveri.

On October 5, 2009, we filed, with the Nevada Secretary of State, documents to
effect a change of name from "Yellow Hill Energy Inc." to "American Eagle Energy
Inc.", by way of a merger with our wholly owned subsidiary American Eagle Energy
Inc., which was formed solely for the change of name.

The name change became effective with the Over-the-Counter Bulletin Board at the
opening for trading on October 21, 2009 under the new stock symbol "AMRE". Our
new CUSIP number is 02554E105.

On October 14, 2009, our board of directors approved a forward split of our
company's stock on a 1 old for 2 new basis, such that our authorized capital
shall increase from 75,000,000 shares of common stock with a par value of $0.001
to 150,000,000 shares of common stock with a par value of $0.001 and,
correspondingly, our issued and outstanding shares of common stock shall
increase from 30,000,000 shares of common stock to 60,000,000 shares of common
stock. We have requested an effective date of October 26, 2009 with respect to
the forward stock split.

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a Merger Target") desiring the perceived advantages of becoming
a publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

During the next twelve months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and
(ii) costs relating to identifying and consummating a transaction with a
Merger Target.

We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

Our officer and director is only required to devote a small portion of his time
(less than 10%) to our affairs on a part-time or as-needed basis. No regular
compensation has, in the past, nor is anticipated in the future, to be paid to
any officer or director in their capacities as such. We do not anticipate hiring
any full-time employees as long as we are seeking and evaluating business
opportunities.

We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.

Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officer and director.

ITEM 8. FINANCIAL STATEMENTS

SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
American Eagle Energy Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of American Eagle Energy Inc.
(formerly Yellow Hill Energy Inc.) (An Exploration Stage Company) as of April
30, 2009 and 2008, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended April 30, 2009, 2008 and
since inception on March 14, 2007 through April 30, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Eagle Energy Inc. (An
Exploration Stage Company) as of April 30, 2009 and 2008, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended April 30, 2009, 2008 and since inception on March 14, 2007 through
April 30, 2009, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has not established an ongoing source of
revenues sufficient to cover its operating costs, which raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs
---------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
October 14, 2009

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888) 727-8251 Fax: (888) 782-2351

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)

April 30, April 30,
2009 2008
-------- --------
(Audited) (Audited)

ASSETS

CURRENT ASSETS
Cash $ 7,157 $ 28,398
-------- --------
Total Current Assets 7,157 28,398
-------- --------

Total Assets $ 7,157 $ 28,398
======== ========

LIABILITIES

CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 429 400
-------- --------
Total Current Liabilities 429 400
-------- --------

STOCKHOLDERS' EQUITY

Common Stock
150,000,000 authorized shares, par value $0.001
60,000,000 shares issued and outstanding 60,000 60,000
Additional Paid-in-Capital 30,000 30,000
Deficit accumulated during exploration stage (53,272) (32,002)
-------- --------
Total Stockholders' Equity 6,728 27,998
-------- --------

Total Liabilities and Stockholders' Equity $ 7,157 $ 28,398
======== ========

The accompanying notes are an integral part of these financial statements.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)

Period from
March 14, 2007
(Date of inception)
Year Ended through
April 30, April 30, April 30,
2009 2008 2009
------------ ------------ ------------
(Audited) (Audited) (Audited)

REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Impairment of mineral property -- -- 8,650
Exploration -- 2,880 7,880
General and Administrative 13,325 5,382 19,447
Professional Fees 7,945 7,850 17,295
------------ ------------ ------------
Total Expenses $ 21,270 16,112 53,272
------------ ------------ ------------

Net loss from Operations (21,270) (16,112) (53,272)

PROVISION FOR INCOME TAXES:
Income Tax Expense -- -- --
------------ ------------ ------------

Net Income (Loss) for the period $ (21,270) $ (16,112) $ (53,272)
============ ============ ============

Basic and Diluted Earnings Per Common Share (0.00) (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 60,000,000 52,459,016
============ ============

The accompanying notes are an integral part of these financial statements.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period from March 14, 2007 (inception) to April 30, 2009
(Expressed in U.S. Dollars)

Accumulated
Deficit During
$0.001 Paid-In Exploration Stockholders'
Shares Par Value Capital Stage Equity
------ --------- ------- ----- ------

Balance, March 14, 2007 (Date of Inception) -- $ -- $ -- $ -- $ --

Stock Issued for cash at $0.001 per share 30,000,000 30,000 (15,000) -- 15,000
on April 28, 2007

Net Loss for the Period -- -- -- (15,890) (15,890)
----------- -------- -------- --------- ---------

Balance, April 30, 2007 30,000,000 30,000 (15,000) (15,890) (890)

Stock Issued for cash at $0.003 per share 30,000,000 30,000 15,000 -- 45,000
on July 31, 2007

Net Loss for the Period -- -- -- (16,112) (16,112)
----------- -------- -------- --------- ---------

Balance, April 30, 2008 60,000,000 60,000 -- (32,002) 27,998

Net Loss for the Period -- -- -- (21,270) (21,270)
----------- -------- -------- --------- ---------

Balance, April 30, 2009 60,000,000 $ 60,000 $ -- $ (53,272) $ 6,728
=========== ======== ======== ========= =========

The accompanying notes are an integral part of these financial statements.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)

Period from
March 14, 2007
(Date of inception)
Year Ended through
April 30, April 30, April 30,
2009 2008 2009
-------- -------- --------
(Audited) (Audited) (Audited)

OPERATING ACTIVITIES:
Net Loss $(21,270) $(16,112) $(53,132)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- 8,650
Accounts Payable and Accrued Liabilities 29 (6,250) 289
-------- -------- --------
Net Cash Used in Operating Activities (21,241) (22,362) (44,193)
-------- -------- --------

INVESTING ACTIVITIES:
Mineral property acquisition cost -- -- (8,650)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (8,650)
-------- -------- --------

FINANCING ACTIVITIES:
Common Stock issued for cash -- 45,000 60,000
-------- -------- --------
Net Cash Provided from Financing Activities -- 45,000 60,000
-------- -------- --------

Increase (decrease) in Cash (21,241) 22,638 7,157
-------- -------- --------

Cash, Beginning of the period 28,398 5,760 --
-------- -------- --------

Cash, End of the period $ 7,157 $ 28,398 $ 7,157
======== ======== ========

Supplemental Information:
Taxes paid -- -- --
======== ======== ========

Interest paid -- -- --
======== ======== ========

The accompanying notes are an integral part of these financial statements.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Notes to the Financial Statements

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

THE COMPANY'S HISTORY - American Eagle Energy Inc. (hereinafter referred to as
the "Company" or "American Eagle Energy") was incorporated in the State of
Nevada as Yellow Hill Energy Inc. on March 14, 2007 to engage in the
acquisition, exploration and development of natural resource properties of
merit. On October 5, 2009, we filed, with the Nevada Secretary of State,
documents to effect a change of name from "Yellow Hill Energy Inc." to "American
Eagle Energy Inc.", by way of a merger with our wholly owned subsidiary American
Eagle Energy Inc., which was formed solely for the change of name. The Company
completed its prospectus offering of 30,000,000 shares of the Company's common
stock at a price of $0.0015 per share for gross proceeds of $45,000 on July 31,
2007. The Company acquired mineral claims during the initial period ending April
30, 2007. During the period ended July 31, 2008, the Company did not renew their
mineral claims.

On September 9, 2008 the Company moved our operations to 10B Time Centre, 53-55
Hollywood Road, Central, Hong Kong and Jay Jhaveri performs all our corporate
and administrative operations.

THE COMPANY TODAY - The Company is currently a developments stage company
reporting under the provisions of the Statement of Financial Accounting Standard
("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises."

Our purpose has been to serve as a vehicle to acquire an operating business and
we are currently considered a "shell" company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other than
to engage in a merger or acquisition transaction with a yet-to-be identified
operating company or business. We have no employees and no material assets.

MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on March 14, 2007, indicating Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial
list of officers filed with the Nevada Secretary of State on April 13, 2007,
indicates Craig T. Lindsay as the President and Treasurer; and Sean Mitchell as
Secretary and Director.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Notes to the Financial Statements

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

GOING CONCERN - The Company's financial statements are prepared using generally
accepted accounting principles in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

YEAR END - The Company's year end is April 30.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Notes to the Financial Statements

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff
Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from
September 26, 2006 (Date of Inception) through April 30, 2009, the Company had
no potentially dilutive securities.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Notes to the Financial Statements

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

In March 2006, FASB issued Statement of Financial Accounting Standards No. 156,
Accounting fro Servicing of financial Assets ("SFAS No. 156"), which amends FASB
Statement No. 140 ("SFAS No. 140"). SFAS 156 may be adopted as early as January
1, 2006, for calendar year-end entities, provided that no interim financial
statements have been issued. Those not choosing to early adopt are required to
apply the provisions as of the beginning of the first fiscal year after
September 15, 2006. The intention of the new statement is to simplify accounting
for separately recognized servicing assets and liabilities, such as those common
with mortgage securitization activities, as well as to simplify efforts to
obtain hedge-like accounting. Specifically, SFAS No 156 permits a service using
derivative financial instruments to report both the derivative financial
instrument and related servicing asset or liability by using a consistent
measurement attribute, or fair value. We do not expect the adoption of SFAS 155
to have a material impact on the Company's financial position, results of
operations or cash flows.

2. PROPERTY AND EQUIPMENT

As of April 30, 2009, the Company does not own any property and/or equipment.

3. MINERAL PROPERTY

During the year ended April 30, 2008, the Company did not renew their mineral
claims.

4. STOCKHOLDER'S EQUITY

The Company was incorporated originally with 75,000,000 shares authorized with a
par value of $0.001 per share.

AMERICAN EAGLE ENERGY INC.
(formerly Yellow Hill Energy Inc.)
(An Exploration Stage Company)
Notes to the Financial Statements

4. STOCKHOLDER'S EQUITY (continued)

Unless otherwise noted, all references in the financial statements to numbers of
shares of common stock and weighted average number of common shares outstanding
have been restated to reflect the October 19, 2009 forward stock split.

Effective April 28, 2007, a total of 30,000,000 shares of the Company's common
stock were issued to the sole director of the Company pursuant to a stock
subscription agreement at $0.0005 per share for total proceeds of $15,000.

Effective July 31, 2007, a total of 30,000,000 shares of the Company's common
stock were issued pursuant to stock subscription agreements at $0.0015 per share
for total proceeds of $45,000.

5. RELATED PARTY TRANSACTIONS

We currently utilize office space at the office of Axonus Asia Limited, 10B
TimeCentre, 53-55 Hollywood Road, Central, Hong Kong. Jay Jhaveri, the sole
office rand director of the Company, is a principal and sole shareholder of
Axonus Asia Limited. Axonus Asia Limited is paid a total of $1,500 per month for
providing facilities that include office space, telephone services, facsimile
services, computer and office equipment. For the period ending April 30, 2009,
Axonus Asia Limited has been paid a total of $7,500 for office rent and
corporate services.

6. STOCK OPTIONS

As of April 30, 2009, the Company does not have any stock options outstanding,
nor does it have any written or verbal agreements for the issuance or
distribution of stock options at any point in the future.

7. ADVERTISING

The Company will expense its advertising when incurred. There has been no
expenditures on advertising since inception.

8. SUBSEQUENT EVENTS

The name change became effective with the Over-the-Counter Bulletin Board at the
opening for trading on October 21, 2009 under the new stock symbol "AMRE". Our
new CUSIP number is 02554E105.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of April 30, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended April 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The directors and officers of American Eagle Energy Inc., whose one year terms
will expire on 04/30/10, or at such a time as their successor(s) shall be
elected and qualified is as follows:

Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------

Jay Jhaveri 41 President, 9/9/08 4/30/10
10B Time Centre CEO, CFO
53-55 Hollywood Road Director
Central, Hong Kong

The foregoing person is a promoter of American Eagle Energy, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Jhaveri currently devotes 5 hours per week to company matters. He intends to
devote as much time as the board of directors deems necessary to manage the
affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

RESUME

Mr. Jhaveri has an MBA from London Business School, and speaks six languages,
including Hindi, Mandarin and Cantonese. He has worked and lived in eight
countries across Asia, Europe and North America.

Mr. Jhaveri has over 11 years of business experience as a successful
entrepreneur and technology consultant in a variety of industries including
media/entertainment, IT hardware, e-commerce, and financial services. During his
career, Mr. Jhaveri has helped many companies establish their presence across
Asia.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Total
------------ ---- ------ ----- ------ ------ ------ -------- ------ -----

Jay Jhaveri 2009 0 0 0 0 0 0 0 0
CEO, CFO &
President

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------

Jay 0 0 0 0 0 0 0 0 0
Jhaveri

DIRECTOR COMPENSATION

Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----

Jay Jhaveri 0 0 0 0 0 0 0

There are no current employment agreements between the company and its executive
officer.

On April 27, 2006, a total of 15,000,000 shares of common stock were issued to
Mr. Craig Lindsay and Mr. Sean Mitchell (7,500,000 each) in exchange for cash in
the amount of $15,000 U.S., or $.001 per share. Mr. Lindsay and Mr. Mitchell
were directors of the company at that time. The terms of these stock issuances
were as fair to the company, in the opinion of the board of directors, as could
have been made with an unaffiliated third party. In making this determination
they relied upon the fact that the 15,000,000 shares were valued at par ($0.001)
and purchased for $15,000 in cash.

On September 9, 2008, in a private transaction, Mr. Lindsay and Mr. Mitchell
transferred 2,500,000 shares each to Mr. Jay Jhaveri, the new director of the
company.

Mr. Jhaveri currently devotes approximately 5 hours per week to the affairs of
the company. They have agreed to work with no remuneration until such time as
the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of American Eagle
Energy voting securities by officers, directors and major shareholders as well
as those who own beneficially more than five percent of our common stock as of
the date of this report:

Name and Address No. of Percentage
of Beneficial Owner (1) Shares of Ownership
----------------------- ------ ------------

Jay Jhaveri 5,000,000 16.6%

All Officers and Directors
as a Group (1 person) 5,000,000 16.6%

----------
(1) The person named above may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct holdings in the Company.

Those who own beneficially more than five percent of our common stock:

Name and Address No. of Percentage
of Beneficial Owner Shares of Ownership
------------------- ------ ------------

Craig Lindsay 5,000,000 16.6%

Sean Mitchell 5,000,000 16.6%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 27, 2007, a total of 15,000,000 shares of Common Stock were issued to
Mr. Lindsay and Mr. Mitchell (7,500,000 each), directors of the company at that
time, in exchange for $15,000 US, or $.001 per share. All of such shares are
"restricted" securities, as that term is defined by the Securities Act of 1933,
as amended.

On September 9, 2008, in a private transaction, Mr. Lindsay and Mr. Mitchell
transferred 2,500,000 shares each to Mr. Jay Jhaveri, the new director of the
company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $8,000, for tax
services were $Nil and for other services were $Nil during the year ended April
30, 2009.

The total fees charged to the company for audit services were $4,500, for tax
services were $Nil and for other services were $Nil during the year ended April
30, 2008.

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit No. Description
----------- -----------

3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer

----------
* Incorporated by reference and can be found in our original Form SB-2
Registration Statement, filed under SEC File Number 333-143626, at the SEC
website at www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

October 22, 2009 American Eagle Energy Inc., Registrant

/s/ Jay Jhaveri
----------------------------------------
By: Jay Jhaveri
(Principal Executive Officer & Director)

In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.

/s/ Jay Jhaveri October 22, 2009
--------------------------------- ----------------
Jay Jhaveri, President & Director Date
(Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer)

Attached files

American Eagle Energy Inc. Reports

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