UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 17, 2009
AUSTRALIAN OIL & GAS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-26721 84-1379164
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2480 North Tolemac Way, Prescott, Arizona 86305
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (928) 778 1450
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On February 17, 2009 the Company entered into a deed with Mr. E.Geoffrey Albers
with respect to terms of his reappointment as Chairman of Directors and as Chief
Executive Officer. See Exhibit 10.1.
Also on February 17, 2009 the Company entered into an agreement with Great
Missenden Holdings Pty Ltd ("GMH") for a $250,000 Line of Credit, in return for
the issue to GMH of 250 Series III Convertible Unsecured Notes of $1,000 each
with an interest rate of 12% per annum. The Series III Convertible Notes may be
converted into shares of Common Stock of AOGC at any time on or before December
31, 2012 on the basis of 12,000 shares of Common Stock for every $1,000 Series
III Convertible Notes or part thereof. See Exhibit 10.2 - Line of Credit. The
full terms and conditions of the Convertible Notes are as per Exhibit 10.3.
As Mr. E. Geoffrey Albers will be issued shares in-lieu of cash payment, his
acquisition of shares must comply with U.S. Securities Laws. See Exhibit 10.4.
Item 9.01 Exhibits.
Exhibit List:
Exhibit 10.1 Deed with Respect to Terms of Re-appointment as Chairman of
Directors, and as Chief Executive Officer
Exhibit 10.2 $250,000 Line of Credit
Exhibit 10.3 Series III Convertible Unsecured Notes
Exhibit 10.4 Acquisition of Shares - Compliance with U.S. Securities Laws
SIGNATURES
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.
AUSTRALIAN OIL & GAS CORPORATION
Date: 17 February, 2009 By: /s/ E. Geoffrey Albers
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E. Geoffrey Albers
President