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United States Securities And Exchange Commission
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 0-31547
 AMERICAN OIL & GAS, INC.
  Nevada
    
    88-0451554(State or jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1050 17th Street, Suite 1850, Denver, CO
    
    80265(Address of principal executive offices)
    
    (Zip Code)
 (303) 991-0173
 þ o
 o þ o
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AMERICAN OIL & GAS, INC.
FORM 10-Q
INDEX
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets  March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Income  Three Months Ended March 31, 2006 and 2005
    
    
    4Consolidated Statements of Cash Flows  Three Months Ended March 31, 2006 and 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Summary of Significant Accounting Policies
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    18Item 6. Exhibits
    
    
    19Signatures
    
    
    19Exhibit 31.1 CertificationExhibit 31.2 CertificationExhibit 32.1 CertificationExhibit 32.2 Certification
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PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 AMERICAN OIL & GAS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2006
    
    
    2005(UNAUDITED)ASSETSCURRENT ASSETSCash and cash equivalents (Note 1)
    
    $
    14,176,136
    
    
    $
    6,022,822Receivables
    
    
    1,055,871
    
    
    
    1,481,543Inventory
    
    
    40,904
    
    
    
    40,904Advances and prepaids
    
    
    185,929
    
    
    
    799,960Total Current Assets
    
    
    15,458,840
    
    
    
    8,345,229PROPERTY AND EQUIPMENT, AT COSTOil and gas properties, full cost method (including unevaluated costs
of $18,674,588 at 3/31/06 and $14,353,614 at 12/31/05)
    
    
    21,755,424
    
    
    
    22,731,887Other property and equipment
    
    
    77,005
    
    
    
    68,023Total property and equipment
    
    
    21,832,429
    
    
    
    22,799,910Less-accumulated depreciation, depletion and amortization
    
    
    (2,101,109
    )
    
    
    (1,596,246
    )Net property and equipment
    
    
    19,731,320
    
    
    
    21,203,664$
    35,190,160
    
    
    $
    29,548,893LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities
    
    $
    1,835,774
    
    
    $
    954,544Deferred income taxes
    
    
    296,251
    
    
    
    Preferred dividends payable
    
    
    205,643
    
    
    
    479,342Total current liabilities
    
    
    2,337,668
    
    
    
    1,433,886LONG TERM LIABILITIESAsset retirement obligations
    
    
    110,245
    
    
    
    117,011Deferred income taxes
    
    
    1,536,794
    
    
    
    157,000COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYSeries AA
preferred stock, $.001 par value, authorized 400,000 shares
Issued and outstanding  250,000 shares at 3/31/06 and 12/31/05.
Redemption value of
$13,705,643 at 3-31-06 and $13,979,342 at
12-31-05
    
    
    250
    
    
    
    250Common
stock, $.001 par value, authorized 100,000,000 shares
Issued and outstanding  36,676,464 shares at 3/31/06
and 36,476,202 shares at 12/31/05
    
    
    36,676
    
    
    
    36,476Additional paid-in capital
    
    
    29,823,415
    
    
    
    28,605,737Deferred compensation
    
    
    (89,775
    )
    
    
    Retained earnings/(accumulated deficit)
    
    
    1,434,887
    
    
    
    (801,467
    )31,205,453
    
    
    
    27,840,996$
    35,190,160
    
    
    $
    29,548,893
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AMERICAN OIL & GAS, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
 Three months endedMarch 31,2006
    
    
    2005REVENUESOil and gas sales
    
    $
    1,570,852
    
    
    $
    686,727OPERATING EXPENSESLease operating
    
    
    101,191
    
    
    
    37,103General and administrative
    
    
    1,072,570
    
    
    
    466,707Depletion, depreciation and amortization
    
    
    505,843
    
    
    
    144,4891,679,604
    
    
    
    648,299(LOSS) INCOME FROM OPERATIONS
    
    
    (108,752
    )
    
    
    38,428OTHER INCOMEGain on sale of oil and gas properties (Note 4)
    
    
    4,254,854
    
    
    
    Investment income
    
    
    32,598
    
    
    
    23,2344,287,452
    
    
    
    23,234INCOME BEFORE INCOME TAXES
    
    
    4,178,700
    
    
    
    61,662Income tax expense-current
    
    
    296,251
    
    
    
    Income tax expense-deferred
    
    
    1,379,794
    
    
    
    NET INCOME
    
    
    2,502,655
    
    
    
    61,662Less dividends on preferred stock
    
    
    (266,301
    )
    
    
    (844
    )NET INCOME TO COMMON
STOCKHOLDERS
    
    $
    2,236,354
    
    
    $
    60,818NET INCOME PER COMMON
SHARE-BASIC
    
    $
    .06
    
    
    $
    NET INCOME PER COMMON
SHARE-DILUTED
    
    $
    .06
    
    
    $
    BASIC WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING
    
    
    36,619,840
    
    
    
    29,880,702DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING
    
    
    37,535,516
    
    
    
    30,493,352
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AMERICAN OIL & GAS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
 Three months ended March 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    
    2,236,354
    
    
    
    61,662Adjustments to reconcile net income to
net cash provided by operating activitiesShare based payments
    
    
    498,360
    
    
    
    Stock based compensation
    
    
    46,500
    
    
    
    Stock issued for services
    
    
    
    
    
    
    41,500Options issued for services
    
    
    
    
    
    
    19,316Deferred compensation
    
    
    17,955
    
    
    
    70,625Deferred income taxes
    
    
    1,676,045
    
    
    
    Accretion of asset retirement obligation
    
    
    979
    
    
    
    1,025Depletion, depreciation and amortization
    
    
    504,864
    
    
    
    143,465Gain on sale of oil & gas properties
    
    
    (4,254,854
    )Changes in assets and liabilitiesDecrease (increase) in receivables
    
    
    425,672
    
    
    
    (437,376
    )Decreases in advances and prepaids
    
    
    614,031
    
    
    
    6,502Increase (decrease) in A/P and accrued liabilities
    
    
    (285,305
    )
    
    
    108,446Net cash provided by operating activities
    
    
    1,480,601
    
    
    
    15,165CASH FLOWS FROM INVESTING ACTIVITIESCash paid for office equipment
    
    
    (8,983
    )
    
    
    (1,371
    )Proceeds from the sale of oil and gas properties
    
    
    10,678,504
    
    
    
    Cash paid for oil and gas properties
    
    
    (4,288,397
    )
    
    
    (1,027,168
    )Net cash (used) provided by investing activities
    
    
    6,381,124
    
    
    
    (1,028,539
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from exercise of common stock warrants
    
    
    25,288
    
    
    
    152,600Preferred dividends paid in shares of common stock
    
    
    540,000
    
    
    
    (Decrease) in preferred dividends payable
    
    
    (273,699
    )
    
    
    Net cash provided by financing activities
    
    
    291,589
    
    
    
    152,600NET (DECREASE) INCREASE IN CASH
    
    
    8,153,314
    
    
    
    (860,774
    )CASH, BEGINNING OF PERIODS
    
    
    6,022,822
    
    
    
    5,251,889CASH, END OF PERIODS
    
    $
    14,176,136
    
    
    $
    4,391,115SUPPLEMENTAL SCHEDULE OF CASH FLOW
INFORMATIONCash paid for interest
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH
FINANCING ACTIVITIESStock and share based compensation
    
    $
    544,860
    
    
    $
    Stock issued for services
    
    $
    
    
    
    $
    41,500Stock based deferred compensation
    
    $
    17,955
    
    
    $
    70,625Warrants issued for oil and gas consulting services
    
    $
    
    
    
    $
    10,536Options issued for services
    
    $
    
    
    
    $
    19,316
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AMERICAN OIL & GAS, INC.
 
 Notes to Consolidated Financial Statements
 (UNAUDITED)
 March 31, 2006
   Nature of Business
   
 Note 1  Significant Accounting Policies
 USE
OF ESTIMATES
 CASH
EQUIVALENTS
 OIL AND GAS PROPERTIES 
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DEPLETION, DEPRECIATION AND AMORTIZATION 
 CEILING
TEST
 REVENUE
RECOGNITION AND GAS BALANCING
 IMPAIRMENT

 SHARE BASED COMPENSATION 
 INCOME TAXES
 ASSET
RETIREMENT OBLIGATION
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Asset retirement obligation at December 31, 2005
    
    $
    117,011Reduction in liability from sold properties
    
    
    (7,745
    )Accretion
    
    
    979Asset retirement obligation at March 31, 2006
    
    $
    110,245
 NET
EARNINGS (LOSS) PER SHARE
  PerNet
    
    
    
    
    
    
    ShareQuarter ended March 31, 2006
    
    Income
    
    
    Shares
    
    
    AmountBasic earnings per share:Net income and share amounts
    
    $
    2,236,354
    
    
    
    36,619,840
    
    
    $
    0.06Dilutive SecuritiesStock options
    
    
    
    
    
    
    892,074Warrants
    
    
    
    
    
    
    23,602Diluted earnings per share:Net income and assumed share
conversion
    
    $
    2,236,354
    
    
    
    37,535,516
    
    
    $
    0.06
 PerNet
    
    
    
    
    
    
    ShareQuarter ended March 31, 2005
    
    Income
    
    
    Shares
    
    
    AmountBasic earnings per share:Net income and share amounts
    
    $
    60,818
    
    
    
    29,880,702
    
    
    $
    Dilutive SecuritiesStock options
    
    
    
    
    
    
    493,000Warrants
    
    
    
    
    
    
    119,650Diluted earnings per share:Net income and assumed share
conversion
    
    $
    60,818
    
    
    
    30,493,352
    
    
    $
    
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Note 2  Stock Options and Share-Based Compensation
  Adoption of SFAS 123(R)
 Share-Based Payment Share-Based Payment
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March 31, 2006
    
    March 31, 2005Option life (in years)
    
    
    8
    
    

    
    5Volatility over option life
    
    
    63
    %
    

    
    47
    %Risk-free interest rate
    
    
    4.5
    %
    

    
    2.6
    %Pre-vesting forfeiture rate
    
    
    0
    %
    

    
    0
    %Dividend yield
    
    
    0
    %
    

    
    0
    %
 Pro-Forma Stock-Based Compensation Expense for the Quarterly Period Ended March 31, 2005
  Net income to common stockholders
    
    $
    60,818Add stock-based compensation included in reported net income
    
    
    19,316Deduct stock-based compensation expense determined under fair
value method
    
    
    (51,915
    )Pro forma net income
    
    $
    28,219Net income per shareAs reported
    
    $
    Pro forma
    
    $
    
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Stock Options as of the Quarterly Period Ended March 31, 2006
  Number of
    
    
    Wgtd. AverageShares
    
    
    Exercise PriceOptions outstanding at January 1, 2006
    
    
    1,459,010
    
    
    $
    2.94Granted
    
    
    259,000
    
    
    
    4.65Exercised
    
    
    
    
    
    
    Canceled or forfeited
    
    
    
    
    
    
    Options outstanding at March 31, 2006
    
    
    1,718,010
    
    
    $
    3.20Options exercisable at March 31, 2006
    
    
    732,309
    
    
    $
    2.18
  Weighted averageExercise price
    
    
    Number of shares
    
    
    remaining contractualper share
    
    
    Outstanding
    
    
    Exercisable
    
    
    life (years)$
    1.25
    
    
    
    403,000
    
    
    
    403,000
    
    
    
    3.92.38
    
    
    
    100,000
    
    
    
    62,500
    
    
    
    4.82.48
    
    
    
    90,000
    
    
    
    60,000
    
    
    
    4.83.27
    
    
    
    32,010
    
    
    
    32,010
    
    
    
    4.23.66
    
    
    
    750,000
    
    
    
    124,999
    
    
    
    6.64.30
    
    
    
    9,000
    
    
    
    
    
    
    
    6.74.57
    
    
    
    9,000
    
    
    
    
    
    
    
    6.84.65
    
    
    
    250,000
    
    
    
    50,000
    
    
    
    9.85.80
    
    
    
    75,000
    
    
    
    
    
    
    
    6.41,718,010
    
    
    
    732,509Wgtd. Ave. remaining contractual
life
    
    6.2 years
    
    4.5 yearsAggregate intrinsic value
    
    $
    1,929,851
    
    
    $
    822,832
  Note 3  Income Taxes
 Accounting for Income
Taxes,
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Note 4  Property and Equipment
  Oil and gas properties, full cost methodUnevaluated costs, not subject to amortization or
ceiling test
    
    $
    18,674,588Evaluated costs
    
    
    2,984,488Asset retirement costs
    
    
    96,34821,755,424Furniture and equipment
    
    
    77,00521,832,429Less accumulated depreciation, depletion and amortization
    
    
    (2,101,109
    )Property and equipment
    
    $
    19,731,320
  Contract sales price
    
    $
    11,500,000Effective date adjustments
    
    
    (821,496
    )Adjusted sales price
    
    
    10,678,504Allocated basis using the fair market value approach
    
    
    (6,423,650
    )Gain on sale of oil and gas properties
    
    
    4,254,854Income tax effect
    
    
    1,689,177Gain on sale, net of income taxes
    
    $
    2,565,677
 Note 5  Common Stock
  
    
    We issued 23,200 shares of common stock resulting from a warrant exercise at $1.09 per
share and received proceeds of $25,265.
    
    Common stock warrants were exercised for issuance of 11,600 shares of common stock at
$0.75 per share. The terms of the warrants provided for a cashless exercise and 1,916
shares were used to exercise the warrants at the market price of $4.54 per share, resulting
in issuance of a net amount of 9,684 shares of common stock.
    
    We issued a total of 27,000 shares of common stock to a consulting firm who is assisting
us with our investor relations program. The firm vests ownership of these shares at the
rate of 1,500
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shares per month through June 2007. We have recorded $107,730 as deferred compensation
associated with these shares and we included $17,955 in investor relations expense for the
quarter ended March 31, 2006.
    
    We paid a total of 10,000 shares of restricted common stock to our Vice-President of
Land as an additional component of his initial employment. We valued these shares at $4.50
per share, which was the closing price of our common stock on the date of payment, and
charged $46,500 to compensation expense.
    
    In conjunction with our Series AA Convertible Preferred Stock, we are required to pay an
8% dividend on a semi-annual basis. We can make the dividend payments in cash or
equivalent shares of our common stock, at our discretion. During the quarter ended March
31, 2006, we paid a semi-annual dividend payment of $540,000 by issuing 130,378 common
shares, which shares were valued at $4.14 per share in accordance with methodology
prescribed in the Certificate Of Designation Of Rights, Preferences And Privileges Of
Series AA Preferred Stock.
 Note 6
 Preferred Stock
   Note 7  Related Party Transactions
  Note 8
 Subsequent Events
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ITEM 2.
    
    MANAGEMENTS PLAN OF OPERATION AND DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    Overview
  Big Sky Project  Williston Basin, Montana.
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Douglas Project and Fetter Prospect  Powder River Basin, Wyoming
       Goliath Project, Williston Basin, North Dakota
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Krejci Oil Project (Powder River Basin, Wyoming)
   Bear Creek Coal Bed Methane Prospect (Big Horn Basin, Montana)
  Results of Operations
  The quarter ended March 31, 2006 compared with the quarter ended March 31, 2005.
   16




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Liquidity and Capital Resources
  Net
Cash Provided By Operating Activities
 Net
Cash Provided By or Used In Investing Activities
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Net Cash Provided By Financing Activities
  
 Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  
 Item 4.
    
    CONTROLS AND PROCEDURES
    
 PART II.
OTHER INFORMATION
 
 Item 1A  RISK FACTORS
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Item 6. EXHIBITS
 Exhibit No.
    
    Description31.1
    
    302 Certification of Chief Executive Officer31.2
    
    302 Certification of Chief Financial Officer32.1
    
    906 Certification of Chief Executive Officer32.2
    
    906 Certification of Chief Financial Officer
 
 
 SIGNATURES
  Signatures
    
    Title
    
    Date/s/ Patrick D.  OBrien

Patrick D. OBrien
    
    Chief Executive Officer and Chairman of The
Board of Directors
    
    May 19, 2006/s/ Andrew P. Calerich

Andrew P. Calerich
    
    President, Chief Financial Officer and Director
    
    May 19, 2006
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EXHIBITS INDEX
 Exhibit No.
    
    Description31.1
    
    302 Certification of Chief Executive Officer31.2
    
    302 Certification of Chief Financial Officer32.1
    
    906 Certification of Chief Executive Officer32.2
    
    906 Certification of Chief Financial Officer