August 23, 2010
Date of Report (Date of earliest event reported)

MAINLAND RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Explanatory Note

Mainland Resources, Inc. (the "Company") is filing this 8-K/A to clarify that Michael Newport remains as President of the Company after he resigned as Chief Executive Officer on August 23, 2010.

Effective on August 23, 2010, the board of directors of Mainland Resources Inc. (the "Company") accepted the consent of Nicholas W. Atencio as Chief Executive Officer and a director of the Company. On the same date, the Company's board of directors accepted the resignation of Michael Newport as Chief Executive Officer. Mr. Newport will continue in his role as President of the Company.

Mr. Atencio (52), has served with large independent oil and gas companies at the senior and executive level for over 20 years. Mr. Atencio previously held the positions of VP of Operations Gulf of Mexico and VP of International Exploration and Production for Kerr McGee Oil & Gas Corporation.

Prior to his appointment as the Company's Chief Executive Officer and a director, Mr. Atencio served as the COO and Co-Founder of Remora Energy, a private company focused onshore in Colombia. In addition, Mr. Atencio worked for over a decade at Houston's Apache Corporation, where he held a variety of management roles in onshore and offshore US and international operations.

Mr. Atencio received his Bachelor of Science degree in Petroleum Engineering from the Colorado School of Mines and began his career in 1981 at Tenneco Oil Company in Louisiana.

The Company's Board of Directors has determined that Mr. Atencio should serve as a director given his experience with oil and gas companies.

In connection with the proposed merger transaction with American Exploration Corporation ("American Exploration") announced on March 23, 2010, Mainland intends to file relevant materials with the United States Securities and Exchange Commission (the "SEC"), including a Registration Statement on Form S-4 (the "Registration Statement"), which will include a preliminary prospectus and related materials to register the securities of Mainland to be issued in exchange for securities of American Exploration. The Registration Statement will incorporate a joint proxy statement/ prospectus (the "Proxy Statement/Prospectus") that Mainland and American Exploration plan to file with the SEC and mail to their respective stockholders in connection with obtaining stockholder approval of the proposed merger. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Mainland, American Exploration, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus when they become available, and other documents filed with the SEC by Mainland and American Exploration, through the web site maintained by the SEC at www.sec.gov. Mainland's security holders will also receive information at an appropriate time on how to obtain these documents free of charge from the Mainland. In any event, documents filed by Mainland with the SEC may be obtained free of charge by contacting the Company at: Mainland Resources, Inc.; Attention: Mr. William Thomas, CFO; 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380; Facsimile: (713) 583-1162.

Each of Mainland and American Exploration, and their respective directors and executive officers, also may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.

Pursuant to the requirements 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.