U.S. Securities And Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-QSB/A2


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2003

                                       OR

[ ]      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.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Nevada                                                88-0451554
----------------------------                                  -----------------
  (State or jurisdiction of                                   (I.R.S. Employer
incorporation or organization)                               Identification No.)


  1050 17th Street, Suite 1850, Denver, CO                          80265
------------------------------------------                         --------
 (Address of principal executive offices)                         (Zip Code)


        Registrant's telephone number, including area code (303) 991-0173
                                                           --------------


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:



     The total shares of $.001 Par Value Common Stock outstanding at May 5,
2004 was 25,926,202.



     Transitional Small Business Disclosure Format (Check One) Yes [ ] No [ X ]


<PAGE>



                            AMERICAN OIL & GAS, INC.
                                   FORM 10-QSB
                                      INDEX





PART I.    FINANCIAL INFORMATION

         Item 1.  Financial Statements.................................     3

                  Balance Sheets - September 30, 2003 (Unaudited)
                  and December 31, 2002 ...............................     3

                  Statements of Operations - Three Months and
                  Nine Months Ended September 30, 2002 and
                  September 30, 2003 and Cumulative Amounts
                  From Inception Through September 30, 2003
                 (Unaudited)...........................................     4

                  Statements of Cash Flows - Nine Months Ended
                  September 30, 2002 and September 30, 2003
                  and Cumulative Amounts From Inception Through
                  September 30, 2003 (Unaudited).......................     5

                  Notes to Financial Statements........................     6

                  Summary of Significant Accounting Policies...........     6

         Item 2.  Management's Plan of Operation and Discussion
                  and Analysis of Financial Condition and
                  Results of Operations................................     10

         Item 3. Controls and Procedures...............................     16

PART II. OTHER INFORMATION

         Item 2.  Changes in Securities and Use of Proceeds;
                  Recent Sales of Unregistered Securities..............     16

         Item 6.  Exhibits and Reports on Form 8-K.....................     16

         Signatures....................................................     17

         Index to Exhibits.............................................     18




                                       2





<PAGE>
<TABLE>
<CAPTION>
                                                 PART I
ITEM 1. FINANCIAL STATEMENTS

                                         AMERICAN OIL & GAS, INC.
                                      (formerly Dr. GoodTeeth.Com)
                                      (A Development Stage Company)
                                             BALANCE SHEETS
                                                                       9/30/03               12/31/02
                                                                     (UNAUDITED)
                                                ASSETS
<S>                                                                  <C>                    <C>
CURRENT ASSETS
   Cash                                                              $ 1,450,202            $    83,516
   Receivables                                                            29,853                   --
   Advances and prepaids                                                   7,899                   --
                                                                     -----------            -----------
      Total Current Assets                                             1,487,954                 83,516

PROPERTY AND EQUIPMENT
   Office equipment                                                        1,716
   Producing oil and gas properties                                      389,666
  Undeveloped oil and gas properties                                   1,333,239                   --
                                                                     -----------            -----------
       Total property and equipment                                    1,711,453                   --
   Less-accumulated depreciation, depletion and amortization              (8,413)
                                                                     -----------            -----------
       Net property and equipment                                      1,716,208                   --

   Other assets                                                            6,492                   --
                                                                     -----------            -----------
                                                                     $ 3,210,654            $    83,516
                                                                     ===========            ===========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                          $   296,273            $      --
   Preferred dividends payable                                             5,137                   --
                                                                     -----------            -----------
      Total current liabilities                                          301,410                   --

LONG TERM LIABILITIES
   Asset retirement obligations                                           13,828                   --

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Series A preferred stock, $.001 par value,
      authorized 175,000 shares
            Issued and outstanding - 67,000 shares at 9/30/03
             and 0 shares at 12/31/02                                         67                   --
   Common stock, $.001 par value, authorized 100,000,000 shares
            Issued and outstanding - 24,275,964 shares at 9/30/03
            and 37,747,464 shares at 12/31/02                             24,276                 37,747
   Additional paid-in capital                                          4,110,351                211,117
   Deferred compensation expense                                        (494,375)                  --
   (Deficit) accumulated during the development stage                   (744,903)              (165,348)
                                                                     -----------            -----------
                                                                       2,895,416                 83,516
                                                                     -----------            -----------
                                                                     $ 3,210,654            $    83,516
                                                                     ===========            ===========

                                                     3

<PAGE>



                                                        AMERICAN OIL & GAS, INC.
                                                     (formerly Dr. GoodTeeth.Com)
                                                    (A Development Stage Company)
                                                      STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)


------------------------------------------------------------------------------------------------------------------------------------
                                                           Three          Three            Nine          Nine      Cumulative from
                                                           Months         Months           Months        Months        Inception
                                                           Ended          Ended            Ended         Ended          Through
                                                          9/30/03        9/30/02          9/30/03       9/30/02          9/30/03

REVENUES

Oil and gas sales                                      $     29,853    $       --      $     29,853    $       --      $     29,853
                                                       ------------    ------------    ------------    ------------    ------------


OPERATING EXPENSES
   Lease operating                                           12,995            --            12,995            --            12,995

   General and administrative                               210,036           1,077         587,340           4,231         752,688
   Depletion, depreciation and amortization                   9,073            --             9,073            --             9,073
                                                       ------------    ------------    ------------    ------------    ------------
                                                            232,104           1,077         609,408           4,231         774,756


NET (LOSS)                                                 (202,251)         (1,077)       (579,555)         (4,231)       (744,903)

    Less dividends on preferred stock                         5,137            --             5,137            --             5,137
                                                       ------------    ------------    ------------    ------------    ------------

NET (LOSS) TO COMMON STOCKHOLDERS                      $   (207,388)   $     (1,077)   $   (584,692)   $     (4,231)   $   (750,040)

NET (LOSS) PER COMMON
SHARE -BASIC AND DILUTED                               $      (0.01)   $      (0.00)   $      (0.02)   $      (0.00)   $      (0.02)
                                                       ============    ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -BASIC AND DILUTED             23,631,344      33,000,000      23,678,413      33,000,000      31,126,736
                                                       ============    ============    ============    ============    ============


                                                                      4





<PAGE>



                                               AMERICAN OIL & GAS, INC.
                                            (formerly Dr. GoodTeeth.Com)
                                            (A Development Stage Company)
                                             STATEMENTS OF CASH FLOWS
                                                    (UNAUDITED)

                                                                                                    Cumulative Amounts
                                                                                                      from Inception
                                                                9/30/03              9/30/02         Through 9/30/03
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                   $  (579,555)         $    (4,321)         $  (744,903)
Adjustments to reconcile net (loss) to
   net cash (used) by operating activities
    Stock issued for services                                     70,625                 --                214,489
    Accretion of asset retirement obligation                         660                 --                    660
     Depletion, depreciation and amortization                      8,413                 --                  8,413
Changes in assets and liabilities
   (Increase) decrease in receivables                            (29,853)                --                (29,853)
   (Increase in other assets                                      (6,492)                --                 (6,492)
   (Increase) in advances and prepaids                            (7,899)                --                 (7,899)

    Increase in A/P and accrued liabilities                       22,067                 --                 22,067
                                                             -----------          -----------          -----------
Net cash (used) by operating activities                         (522,034)              (4,321)            (543,518)
                                                             -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Cash paid for office equipment                                (1,716)                --                 (1,716)
   Cash paid for oil and gas properties                       (1,435,531)                --             (1,435,531)
                                                             -----------          -----------          -----------
Net cash (used) in investing activities                       (1,437,247)                --             (1,437,247)
                                                             -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from sale of common and preferred stock            3,598,875                 --              3,703,875
   Cash paid for offering costs                                 (272,908)                --               (272,908)
                                                             -----------          -----------          -----------

Net cash provided by financing activities                      3,325,967                 --              3,430,967
                                                             -----------          -----------          -----------

                                                             -----------          -----------          -----------
NET (DECREASE) INCREASE IN CASH                                1,366,686               (4,321)           1,450,202

CASH, BEGINNING OF PERIODS                                        83,516               88,868                 --
                                                             -----------          -----------          -----------
CASH, END OF PERIODS                                         $ 1,450,202          $    85,547          $ 1,450,202
                                                             ===========          ===========          ===========


</TABLE>
                                                          5

<PAGE>


                            AMERICAN OIL & GAS, INC.
                          (formerly Dr. GoodTeeth.Com)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2003

     The accompanying interim financial statements of American Oil & Gas, Inc.
are unaudited. In the opinion of management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the results for the interim period. The results of
operations for the periods ended September 30, 2003 are not necessarily
indicative of the operating results for the entire year.

     We have prepared the financial statements included herein pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. We believe the
disclosures made are adequate to make the information not misleading and
recommend that these condensed financial statements be read in conjunction with
the financial statements and notes included in our Form 10-KSB/A1 filed with the
SEC on November 19, 2003 for the year ended December 31, 2002.

Nature of  Business

     The Company was incorporated under the laws of the State of Nevada as
DrGoodTeeth.Com for the purpose to promote and carry on any lawful business for
which a corporation may be incorporated under the laws of the State of Nevada.
On January 17, 2003, the Company effected a name change from DrGoodTeeth.Com to
American Oil & Gas, Inc.

     On February 18, 2003, the Company completed an agreement to acquire
undeveloped oil and gas prospects in Montana and Wyoming. Prior to the
acquisition the Company had not had operations for some time. With the purchase
of the oil and gas prospects, the Company is now an independent energy company
engaged in the exploration, development and acquisition of crude oil and natural
gas reserves and production in the western United States and is considered a
development stage company as defined by Statement of Financial Accounting
Standards ("SFAS") No. 7. The Company's principal activities since January 1,
2003 have been raising capital through the sale of its securities and
identifying and evaluating potential oil and gas property acquisitions. During
the quarter ended September 30, 2003, the Company commenced its first production
and recorded its first revenues from oil and gas properties.

     The Company's fiscal year end is December 31.

Significant Accounting Policies

     USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires us 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 reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     CASH EQUIVALENTS - For purposes of reporting cash flows, we consider as
cash equivalents all highly liquid investments with a maturity of three months
or less at the time of purchase. At September 30, 2003, there were no cash
equivalents.

     OIL AND GAS PROPERTIES - The Company follows the full cost method of
accounting for oil and gas operations. Under this method all costs related to
the exploration for and development of oil and gas reserves are capitalized on a
country-by-country basis. Costs include lease acquisition costs, geological and
geophysical expenses, overhead directly related to exploration and development
activities and costs of drilling both productive and non-productive wells.

                                       6

<PAGE>


Proceeds from the sale of properties are applied against capitalized costs,
without any gain or loss being recognized, unless such a sale would
significantly alter the rate of depletion and depreciation.

     DEPLETION, DEPRECIATION AND AMORTIZATION - Depletion of exploration and
development costs and depreciation of production equipment is provided using the
unit-of-production method based upon estimated proven oil and gas reserves. The
costs of significant unevaluated properties are excluded from costs subject to
depletion. For depletion and depreciation purposes, relative volumes of oil and
gas production and reserves are converted at the energy equivalent conversion
rate of six thousand cubic feet of natural gas to one barrel of crude oil.

     CEILING TEST - In applying the full cost method, the Company performs a
ceiling test whereby the carrying value of oil and gas properties and production
equipment, net of recorded future income taxes and the accumulated provision for
site restoration and abandonment costs, is compared annually to an estimate of
future net cash flow from the production of proven reserves. Costs related to
undeveloped oil and gas properties are excluded from the ceiling tests.
Discounted net cash flow is estimated using year end prices, less estimated
future general and administrative expenses, financing costs and income taxes.
Should this comparison indicate an excess carrying value, the excess is charged
against earnings.

     REVENUE RECOGNITION - The Company will recognize oil and gas revenues from
its interests in producing wells as oil and gas is produced and sold from these
wells.

     IMPAIRMENT - The Company has adopted SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," which requires that long-lived
assets to be held and used be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Oil and gas properties accounted for using the full cost method of
accounting, a method utilized by the Company, are excluded from this
requirement, but will continue to be subject to the ceiling test limitations.

     SHARE BASED COMPENSATION

     In October 1995, SFAS No. 123 "Accounting for Stock Based Compensation" was
issued. This standard defines a fair value based method of accounting for an
employee stock options or similar equity instrument. This statement gives
entities a choice of recognizing related compensation expense to employees by
adopting the fair value method or to continue to measure compensation using the
intrinsic value approach under Accounting Principles Board ("APB") Opinion No.
25. The Company has elected to utilize APB No. 25 for measurement; and will,
pursuant to SFAS No. 123, disclose on a supplemental basis the pro forma effects
on net income and earnings per share of using the fair value measurement
criteria.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations," which requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method. In July 2001, the FASB issued SFAS
No. 142, "Goodwill and Other Intangible Assets," which discontinues the practice
of amortizing goodwill and indefinite lived intangible assets and initiates an
annual review for impairment. Intangible assets with a determinable useful life
will continue to be amortized over that period. The Company did not change or
reclassify contractual mineral rights included in oil and gas properties on the
balance sheet upon adoption of SFAS No. 142. The Company believes the current
accounting of such mineral rights as part of crude oil and natural gas
properties is appropriate under the full cost method of accounting. However,
there is an alternative view that reclassification of mineral rights to
intangible assets may be necessary. If a reclassification of contractual mineral
rights from oil and gas properties to long term intangible assets is required,
then the reclassified amount as of September 30, 2003 would be approximately
$1,016,000. Management does not believe that the ultimate outcome of this issue
will have a significant impact on the Company's cash flows, results of
operations or financial condition.

                                       7

<PAGE>



     The Company has adopted SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS No. 143") commencing with the fiscal year ending December
31, 2003. SFAS No. 143 requires the recognition of a fair value liability for
any retirement obligation associated with long-lived assets in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset and depreciated over the asset's useful life. During the
quarter ended September 30, 2003, we completed and commenced initial production
from four coal bed methane wells. These are the only assets to which FAS No. 143
would apply. At September 30, 2003, we have included $13,168 in oil and gas
properties and reflect an asset retirement obligation of $13,828, associated
with our adoption of SFAS No. 143. During the quarter ended September 30, 2003,
we reflect a charge to depreciation, depletion and amortization of $317 and
accretion of the asset retirement obligation of $660.


     In December 2002, the Financial Accounting Standards Board approved SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an amendment of SFAS No. 123". SFAS No. 148 amends SFAS No. 123, "Accounting for
Stock-Based Compensation" to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
SFAS No. 148 is effective for financial statements for fiscal years ending after
December 15, 2002. The Company will continue to account for stock-based
compensation using the methods detailed in the stock-based compensation
accounting policy, and will include the disclosures as required under FAS 148.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends
certain portions of SFAS No. 133 and is effective for all contracts entered into
or modified after June 30, 2003, on a prospective basis. SFAS No. 149 is not
expected to have a material effect on the results of operations or financial
position of the Company since the Company currently has no derivatives or
hedging contracts.

     In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 is not
expected to have a material effect on the Company's operations or financial
position.

     In November 2002, the FASB Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" was issued. FIN 45 requires that a
liability be recorded in the guarantor's balance sheet upon issuance of certain
guarantees. FIN 45 also requires disclosure about certain guarantees that an
entity has issued. The Company has implemented the disclosure requirements
required by FIN 45, which were effective for fiscal years ending after December
15, 2002. FIN 45 does not currently have an impact on our financial position.

     In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficial of the entity if the equity investors in the entity do not
have characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46, as amended
by FIN 46-6, is effective for all new variable interest entities created or
acquired after January 31, 2003. For variable interest entities created or
acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for
the first interim or annual period beginning on or after December 15, 2003. FIN
46 does not currently have an impact on our financial position or results of
operations.

     INCOME TAXES - We have adopted the provisions of SFAS No. 109, "Accounting
for Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.

                                       8

<PAGE>


Oil and Gas Properties

     On January 17, 2003, the Company entered into a purchase and sale agreement
(the "Agreement") with Tower Colombia Corporation, a Colorado corporation
("Tower"), and North Finn, LLC, a Wyoming limited liability company ("Finn"). On
closing of the Agreement on February 18, 2003, the Company acquired an undivided
fifty percent (50%) working interest in and to the following undeveloped leases:

     i)   Approximately 18,000 gross (approximately 9,000 net to the Company)
          unproven and undeveloped acres in a coalbed methane prospect (the
          "Bear Creek Prospect") in Carbon County, Montana;

     ii)  Approximately 22,000 gross (approximately 11,000 net) unproven and
          undeveloped acres in a multi-zone oil and gas prospect (the "Krejci
          Prospect") in Niobrara County, Wyoming; and

     iii) certain unproven and undeveloped coal bed methane (the "CBM") leases
          in the Powder River Basin in North Eastern Wyoming.

     The purchase price for the oil and gas interests was $815,365, of which
$400,000 was paid on closing and the remaining $415,365, which was evidenced by
a promissory note and secured by a mortgage, was paid on April 28, 2003 and the
mortgage was released.

     The Company has also agreed to purchase 100% of Tower and Finn's working
interest in up to ten coal bed methane wells that have been drilled or are
scheduled to be drilled, when the wells are drilled and connected to sales
lines. The agreement provides that the Company pay the lesser of 107.5% of the
actual cost of drilling, completing and connecting the wells, or $90,000 per
well. During the quarter ended September 30, 2003, four wells have been drilled
and connected to sales lines and we have paid total drilling and completion
costs of approximately $316,000 associated with these four wells. Subsequent to
September 30, 2003, three additional wells have been connected to sales lines.
We have accrued, and during our fourth calendar quarter of 2003, we expect to
pay, approximately $240,000 in drilling and completion costs associated with
these three wells.

Common Stock

     Effective January 17, 2003, the Company conducted a forward stock split of
its issued and outstanding common stock on a 8.25 new for one old basis. The
stock split did not change the par value of the common stock or the number of
shares authorized for issuance. All stock figures have been restated to reflect
the stock split.

     Effective January 17, 2003, 16,500,000 shares of common stock were returned
to the Company for cancellation. No consideration was paid for the cancelled
shares.

     Through June 30, 2003, a total of 1,864,000 shares of stock were sold
pursuant to Rule 506 under the Securities Act of 1933 for $1.25 per share for
total gross proceeds of $2,330,000. The Company paid $139,800 in commissions and
$6,181 in legal costs relating to the stock financing.

     During the quarter ended September 30, 2003, a total of $498,375
(approximately $442,000 net of fees and expenses) was received from eleven (11)
investors through the sale of 664,500 common shares at 75 cents per common
share.

     These private placements were made pursuant to exemptions from registration
under the Securities Act of 1933, including but not limited to, Sections 3(b)
and 4(2), as well as Rule 506 of Regulation D under the Securities Act of 1933.
The shares were sold without a general solicitation pursuant to limited offering
exemptions under state securities laws, and were issued with a legend
restricting resale.

                                       9

<PAGE>


Preferred Stock

     During the quarter ended September 30, 2003, a total of $770,500 in gross
proceeds (approximately $692,000 net of fees and expenses) was received from two
accredited investors through the sale of 67,000 preferred shares. The preferred
shares will automatically convert at an equivalent rate of $1.15 per common
share into 670,000 common shares in two years, or earlier at the discretion of
the holders of the preferred shares. These proceeds are to be used for drilling
costs in the Company's Krejci oil project, located in the southern portion of
the Powder River Basin of Wyoming. The holders of the preferred shares will
receive a net profits interest of 20% in the actual net wells drilled with these
net proceeds. While the preferred shares are outstanding, the Company will pay
the greater of the actual amount generated by the net profits interest or the
amount required to provide the holders of the preferred shares an annualized
return of eight percent for two years.

     This private placement was made pursuant to exemptions from registration
under the Securities Act of 1933, including but not limited to, Sections 3(b)
and 4(2), as well as Rule 506 of Regulation D under the Securities Act of 1933.
The shares were sold without a general solicitation pursuant to limited offering
exemptions under state securities laws, and were issued with a legend
restricting resale.

Related Party Transactions

     The Company has a strategic alliance with privately held Tower and Finn,
whereby principals of Tower and Finn provide continuing oil and gas operational
and technical expertise to the Company. No compensation has been paid during
2003 for these services and there is no agreement for specific future
compensation. The principals of Tower and Finn provided similar services to the
Company during 2002, and during December of 2002, were compensated for services
rendered through payment of restricted common stock of the Company. Each of the
six principals received 608,025 shares (adjusted for the January 17, 2003, 8.25
for 1 stock split) valued at $18,425.

     During the first quarter of 2003, the Company acquired from Tower and Finn,
in an arms-length transaction, an undivided fifty percent (50%) working interest
in and to certain oil and gas leases in the Powder River Basin of Wyoming and
the Big Horn Basin of Montana (see above "Oil & Gas Properties"). Subsequent to
the acquisition of the oil and gas leases, Mr. Patrick D. O'Brien, President of
Tower, was appointed Chief Executive Officer, President and Chairman of the
Board of Directors of the Company. Mr. O'Brien continues to serve as President
of Tower and currently serves as CEO and a Chairman of the Company, spending
approximately equal amounts of time on each entity.


ITEM 2. MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Information

     This quarterly report contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. These statements relate to
future events or to our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.

                                       10

<PAGE>


Overview

     Our operations throughout 2002 and into the first quarter of 2003 consisted
of searching for a viable merger or acquisition candidate. This search
successfully concluded on January 17, 2003, when we executed a Purchase and Sale
Agreement to acquire an undivided fifty percent (50%) working interest in and to
Tower Colombia Corporation's and North Finn, LLC's undeveloped oil and gas
leases. The purchase price for the above interests was $815,365. We paid
$400,000 at the closing on February 18, 2003, and the remaining $415,365 was
paid on April 28, 2003.

     As a result of the acquisition, our business now revolves around the
exploration, production and sale of oil and natural gas, primarily in Montana
and Wyoming. On July 9, 2003, we commenced initial production from four wells
drilled in our West Recluse area, Powder River Basin, Wyoming, coalbed methane
project and recorded our first revenues from oil and gas properties. Subsequent
to September 30, 2003, three additional wells drilled in this project have been
connected to sales lines.

     The following is a summary of the current status of our notable oil and gas
exploration/development projects:

West Recluse, Glasgow, and Bill Coalbed Methane Projects (Powder River Basin,
WY)

     We control a 50% working interest in approximately 4,400 gross (2,200 net
to our interest) acres in the Powder River Basin of Wyoming. This acreage is
divided into a Northern area and a Southern area.

     The Northern Area is called the West Recluse Prospect. This acreage is in
an active production area and has economic potential for production from three
separate coal seams. The first coal, the Canyon Coal, is approximately 40 feet
thick and occurs at about 500 feet deep. A second coal, the Cook Coal, is also
approximately 40 feet thick and occurs at about 700 feet deep. The third major
producing coal is the Wall Coal. With approximately 30 feet of thickness at a
depth of about 900 feet, this coal is in the early dewatering stages of
development and is just starting to produce gas. The coal thicknesses and depths
identified here are estimates based only on well bore samples, which are very
small in size relative to the expanse of the acreage in which they are located.
The estimates of coal thicknesses and depths are not always reliable.The area
has good production infrastructure with county roads and electric power crossing
the lease and gas pipelines and compression facilities nearby.

     A total of seven wells (100% owned by the Company) have been drilled at our
West Recluse Area. As of September 30, 2003, four of those wells have been
connected to sales lines and we are selling natural gas and generating our first
revenue from these four wells. Subsequent to September 30, 2003, the remaining
three wells have been connected to sales lines. A total of 47 more wells could
be drilled on this acreage, where we own a 50% working interest with our
partners Tower and North Finn.

     The Southern Area consists of the Glasgow and Bill Prospects and will have
two prospective coals, the Upper and Lower Wyodak. The Upper Wyodak Coal is 500
feet deep and 35 feet thick. The Lower Wyodak Coal is 700 feet deep and is 40
feet thick. Like the Northern area, infrastructure in the Southern area should
not be a problem as roads, pipelines, and compression facilities exist close to
the Company's acreage position.

     We, along with Tower and North Finn, are currently evaluating our continued
involvement in these coalbed methane projects and are considering three options:
moving forward with additional drilling, farming out our interest and retaining
a carried working interest in the remaining wells, or selling our producing
wells and acreage to a third party for cash. Our decision will be based on the
balance between our ability to devote available capital to drilling additional
wells and the amount of proceeds we could expect to receive from a potential
sale.

                                       11

<PAGE>


Bear Creek Coal Bed Methane Prospect (Big Horn Basin, MT)

     We own a 50% working interest in this approximately 18,000 acre
(approximately 9,000 acres net to American) coalbed methane prospect in Carbon
County Montana (Northern Big Horn Basin). The prospect contains nine different
coalbeds with total net thickness ranging from 30 to 130 feet. Other highlights
of this prospect are high quality gas composition, water quality that may allow
surface discharge, and market potential for the gas.

     Published and other data, including coal gas desorption values as high as
670 SCF/ton, indicate the presence of a significant CBM resource. The pioneering
attempt to develop the resource by one company in the early 1990's ended
prematurely due to a contentious legal battle in 1992 when a district county
court in Montana ruled that the company that drilled initial wells here did not
own rights to the methane in the coals. That company saw this lower court
decision overturned by the Supreme Court of Montana three years later.

     Despite the 1995 reversal, that company, having already spent several
hundred thousand dollars on legal expenses, was reluctant to risk additional
funds until a similar case (Amoco Production Co. v. Southern Ute Indian Tribe)
was settled in the US Supreme Court. By the time the US Supreme Court issued its
June 1999 decision in favor of Amoco (and that company) the original oil and gas
lease had expired. We feel the Bear Creek prospect area was incompletely and
inadequately evaluated because of these legal problems. The legal impediments as
to title have been removed and we intend to pursue oil and gas operations in
this project. Depending on our available capital, we, along with Tower and North
Finn, may pursue oil and gas operations by drilling initial wells ourselves,
selling down our interests for cash and/or a carried working interest or by
farming out our acreage.

Krejci Oil Project (Powder River Basin, WY)

     We own a 50% working interest in a Mowry Oil Shale project located in and
around the Krejci Field. Currently, our acreage position consists of
approximately 22,000 gross (approximately 11,000 net to American) acres.

     The US Energy Department has assayed the oil content of the Mowry Shale to
be 17 gallons per ton. This puts the oil content in the Mowry in this area at an
estimated 94 million barrels per square mile. The amount of recoverable oil will
depend on the natural fracturing that has occurred in the area and the
effectiveness of advanced drilling and stimulation techniques. Our acreage
position is located on the Southeastern edge of the Powder River Basin near the
Lance Creek (basin-bounding) thrust fault. This fault shifts in strike from
north-south to east-west in the prospect area, causing the area to be greatly
stressed and potentially fractured. In addition, a brittle and clean siliceous
sandstone lies stratigraphically in the center of the Mowry Shale. We believe
that the fracturing mechanism (out of basin faulting) and sandstone, which are
both present in the Krejci area, make this an excellent choice for seeking to
establish commercial production from the Mowry Shale. Nevertheless, it is
possible for reservoirs to be fractured only in isolated areas and we are not
assured that wells we drill in this area will be productive.

     Mowry oil production was established on the Prospect in the Krejci Field in
the early 1960s when three wells drilled to the lower Dakota formation were
completed in the Mowry after excellent oil shows were noted during drilling.
These three wells, in which we have no interest, produced commercial quantities
of oil without the benefit of modern stimulation techniques. We believe that by
employing modern drilling and completion techniques, production rates and
ultimate recovery could be improved.

     Commercial production from the Mowry has also been established in another
area of the Powder River Basin. Located approximately 60 miles north of our
Krejci acreage, the ARCO Fee #1 well in the Dillinger Ranch area has produced
125,000 barrels of oil and 115 mmcf of gas from the Mowry formation. Although
the ARCO Fee #1 well is an example of potential for commercial production from
the Morwy, there is no assurance that the success of this well is indicative of
commercial production on our Krejci acreage.

                                       12

<PAGE>


     We, along with Tower and North Finn, continue to perform technical analysis
to determine the appropriate drilling and completion techniques that will
provide us with the most likely opportunity for success in this area. We may
elect to participate in initial drilling here at our 50% working interest or we
may joint venture with an industry participant by selling down our interest in a
portion of our acreage in return for initial drilling activity.

West Rozel, Box Elder County, Utah

     We, along with our partners Tower and North Finn, were the successful
bidders on two leases in the May 2003 State of Utah lease sale. The two leases
located in Box Elder County total 5,120 gross acres and completely cover a large
accumulation of heavy oil at a depth of about 2,250 feet. We have a 50% interest
in these two leases.

     The West Rozel field was discovered by Amoco as a result of an extensive
exploration program conducted over the Great Salt Lake from mid-1978 to early
1981. The seismically defined structure at West Rozel is a complexly faulted
anticline about three miles long and over a mile wide. The reservoir is Pliocene
basalt with an oil column up to 290 feet in thickness. All three test wells
drilled on the structure encountered oil pay.

     West Rozel was not put on production in 1981 due to high costs associated
with offshore development and heavy oil. We believe that new drilling and
production technologies developed over the last twenty years and improved
economic incentives could combine to make development of this significant
resource possible. We do not intend to undertake activity on this project
without significant outside industry participation and continue to research the
optimum developmental procedure for this project. Because the target area is
beneath the Great Salt Lake, we may encounter greater resistance from
environmental groups and permitting authorities then in other areas, which could
result in higher costs.

West Salt Creek Area, Natrona County, Wyoming

     We and our partners Tower and North Finn, have signed a Farmout Agreement
to earn a 50% working interest (25% to our interet) in three prospects located
near the West Salt Creek Area in Natrona County, Wyoming, for the purpose of
developing oil and gas reserves from naturally fractured reservoirs in the
Niobrara Formation at a depth of approximately 2,500 feet.

     The three prospects, designated as Castle Creek A, B, and C, resulted from
the interpretation of a proprietary, three square mile, high-resolution 2D
seismic swath survey over the first lead area. The purpose of the seismic survey
was to identify the location of a series of normal faults and where they
intersect the Niobrara Formation. Rocks within and adjacent to fault zones are
subjected to a high degree of strain. Such conditions favor the formation of
extensive, high-density, interconnected, fracture networks.

     No upfront seismic, acreage, or prospect fees were incurred. By drilling a
well on each of the three prospects, we and our partners will earn 100%
ownership of these wells until payout occurs. At payout, the party granting the
farmout will have the right to convert their 0.10% over-riding royalty interest
into a 50% working interest in the three wells. We will have a 25% working
interest in all subsequent wells drilled on this 22,300 acre prospect. During
the quarter ended September 30, 2003, we participated in the drilling one of the
prospects at our 50% working interest. This well was not successful and we
incurred approximately $23,000 for our share of drilling costs. We expect to
drill a second prospect in this project before the end of our first quarter
ending March 31, 2004. Depending on the results of drilling the second prospect,
we may or may not drill the third prospect.

                                       13

<PAGE>


Big Sky Project, Richland County, Montana

     In August 2003, we signed an agreement to participate for a 20% interest in
the Big Sky Project in Richland County, Montana. The project, operated by
Slawson Exploration Company in Denver, is a horizontal drilling program
targeting the Mississippian Bakken Formation. For the past two years, this has
been the most active play in the Williston Basin. Since mid-2000, over 50
horizontal wells have been drilled in this area with no dry holes.

     The Bakken Formation underlies most of the deeper portion of the Williston
Basin in Montana and North Dakota. While the Bakken is recognized as the premier
source of oil produced from overlying conventional Mississippian reservoirs, it
is also known as an oil reservoir in its own right. Specifically, the Bakken has
yielded 30 million barrels of oil from the old upper shale play in Billings,
McKenzie and Golden Valley Counties, North Dakota, and already, an additional
3.5 million barrels of oil from the current middle siltstone play in Richland
County, Montana. The North Dakota play succeeded or failed on the presence or
lack of natural fractures in a poor matrix reservoir. The Richland County play
has a significant advantage in that it has a primary dolomitic siltstone
reservoir with modest porosity and permeability.

     We believe that we entered this play at a high point on the learning curve.
The active operators have modified their drilling, completion, and stimulation
programs based on experience over the past two and a half years. In addition,
Slawson has an established track record with horizontal drilling, having drilled
20 horizontal wells in the Bakken reservoir in North Dakota in the early 1990's.

     Of these 20 wells drilled, one resulted in a dry hole, one well was not
completed and 18 wells were producers. These 18 productive horizontal wells have
produced cumulative production of approximately 2.4 million barrels of oil
equivalents, and nine of the wells are still producing. In addition, Slawson's
drilling supervisor who was responsible for drilling the North Dakota wells will
be the drilling supervisor responsible for drilling the Slawson operated wells
in this current Montana project.

     We purchased a 20% share of approximately 12,000 net acres. Assuming that
no additional land is acquired, this current acreage position could provide 19
net locations to our group (3.75 net locations to the Company). This acreage
holding is comprised of seven 100% controlled 640 acre sections and
representation of varying levels in 44 additional 640 acre sections.

     During the quarter ended September 30, 2003, we participated with a 1.25%
working interest in the successful drilling and completion of the Williams
#34X-14 horizontal well, drilled on a 1,280 acre spacing unit and operated by
Headington Oil, LP. We expect to participate in drilling approximately seven
gross wells (0.24 net wells) over the next 12 months.

Results of Operations

     The following discussion should be read in conjunction with the audited
financial statements and notes thereto included in our annual report on Form
10-KSB/A1 for the fiscal year ended December 31, 2002; and should further be
read in conjunction with the financial statements included in this report. A
meaningful comparison of the quarter and nine month periods ended September 30,
2003 and 2002 cannot be achieved as we were not pursuing the exploration,
development, production and sale of oil and gas during the quarter and nine
months ended September 30, 2002.

     We recorded losses of $202,251 (one cent per common share) and $579,555
(two cents per common share) for the quarter and nine months ended September 30,
2003, respectively.

                                       14

<PAGE>


     We recorded $29,853 in revenues from the sale of 9,129 mcf of natural gas
for the quarter and six months ended September 30, 2003 for an average net price
of $3.27 per mcf. Lease operating expenses for these periods were $12,995, so
that net income from oil and gas operations was $16,858.

     During the quarter and nine months ended September 30, 2003, we recorded
$210,036 and $587,340, respectively, in general and administrative expenses. The
following comprise the majority of costs incurred during the quarter and nine
months ended September 30, 2003, and the majority of these amounts are one-time
costs related to our reorganization and equity financing efforts:

                                            Quarter           Nine Months
                                             Ended                ended
                                             9/30/03             9/30/03
                                             -------             -------

         Consulting expenses                $ 45,374            $162,566
         Legal fees                           43,192             143,420
         Travel                                2,490              89,172
         Investor relations                   14,155              33,015

     Also included in both the quarter and nine month amounts is a non-cash
charge of $70,625 to compensation expense to reflect the pro-rata quarterly
value of common stock to be paid to our President and CFO as a component of his
employment agreement.

Liquidity and Capital Resources

     During the nine month period ended September 30, 2003, we received a total
of $2,330,000 (approximately $2,180,000 net of fees and commissions) through the
sale of 1,864,000 shares of Common Stock at $1.25 per share. We received a total
of $770,500 in gross proceeds (approximately $692,000 net of fees and expenses)
through the sale of 67,000 shares of Preferred Stock at a price of $11.50 per
preferred share. To the extent possible, we intend to use the funds received
from the sale of Preferred Stock for drilling activities in our Krejci Oil
Project (please see above - "Krejci Oil Project). We received a total of
$498,375 (approximately $442,000 net of fees and expenses) through the sale of
664,500 shares of Common Stock at 75 cents per share. These private placements
were made pursuant to exemptions from registration under the Securities Act of
1933, including but not limited to, Sections 3(b) and 4(2), as well as Rule 506
of Regulation D under the Securities Act of 1933.

     At September 30, 2003, we had a working capital amount of approximately
$1,192,000. We expect to require approximately $500,000 to satisfy our general
operating needs for the next twelve months. We intend to continue financing
efforts to support our current and proposed oil and gas operations, including
drilling costs at our Big Sky, Krejci and West Salt Creek projects. We intend to
pursue these operations utilizing our own capital, if available, or through
joint ventures with outside industry participants which could reduce our initial
capital required to pursue these projects.

     We had no outstanding long-term debt at September 30, 2003 and had not
entered into any commodity swap arrangements or hedging transactions. Although
we have no current plans to do so, we may enter into commodity swap and/or
hedging transactions in the future in conjunction with oil and gas production.
We paid approximately $1,470,000 during the nine months ended September 30, 2003
for drilling and completion costs, leasehold costs, acquisition of acreage and
delay rentals with respect to our identified oil and gas projects.

     Our future financial results continue to depend primarily on (1) our
ability to discover commercial quantities of hydrocarbons; (2) the market price
for oil and gas; (3) our ability to continue to source and screen potential
projects; and (4) our ability to fully implement our exploration and development

                                       15

<PAGE>


program with respect to these and other matters. There can be no assurance that
we will be successful in any of these respects or that the prices of oil and gas
prevailing at the time of production will be at a level allowing for profitable
production.


ITEM 3.  CONTROLS AND PROCEDURES

     In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of September 30, 2003 to provide reasonable
assurance that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.

     There has been no change in our internal controls over financial reporting
that occurred during the three months ended September 30, 2003 that has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.


                                    PART II.
                                OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds; Recent Sales Of Unregistered
        Securities

          During the six months ended June 30, 2003, the Company sold, pursuant
     to Rule 506 under the Securities Act of 1933, 1,864,000 shares of its
     Common Stock at a price of $1.25 per share to a total of seven (7)
     accredited investors who were individuals or entities. Net of fees and
     commissions, the Company received proceeds of approximately $2,184,000.
     Through September 30, 2003, a total of approximately $1,868,000 of these
     funds have been expended in the Company's operations.

          During the quarter ended September 30, 2003, the Company sold,
     pursuant to Rule 506 under the Securities Act of 1933, 664,000 shares of
     its Common Stock at a price of $.75 (75 cents) per share to a total of
     eleven (11) accredited investors who were individuals or entities. Net of
     fees and commissions, the Company received proceeds of approximately
     $442,000. Through September 30, 2003, the Company has not spent any of the
     funds received from this private placement.

          During the quarter ended September 30, 2003, the Company sold,
     pursuant to Rule 506 under the Securities Act of 1933, a total of 67,000
     shares of preferred stock at a price of $11.50 per preferred share to two
     accredited investors. Net of fees and expenses, the Company received
     approximately $692,000 in net proceeds. The preferred shares will
     automatically convert at an equivalent rate of $1.15 per common share into
     670,000 common shares in two years, or earlier at the discretion of the
     holders of the preferred shares. These proceeds are to be used for drilling
     costs in the Company's Krejci oil project, located in the southern portion
     of the Powder River Basin of Wyoming. Through September 30, 2003, the
     Company has not spent any of the funds received from this private
     placement.

Item 5. Other Matters

     In July 2003, the Company entered into an employment agreement with Andrew
P. Calerich, its President and Chief Financial Officer. The three year
employment agreement calls for a base salary of $8,000 per month, family health

                                       16

<PAGE>


and medical benefits and payment of 500,000 shares of the Company's Common Stock
upon continued employment as follows: 250,000 shares shall vest on July 1, 2004
and 250,000 shares shall vest on July 1, 2005. As part of the employment
agreement, only that portion of the shares of Common Stock which has a market
value equal to the income tax liability realized upon vesting of the shares may
be sold before July 1, 2005.

On October 30, 2003, the Board of Directors of the company voted to increase the
number of directors by two, and appointed Andrew P. Calerich and Nick DeMare
to fill the vacancies.

     On November 17, 2003, Joseph Merback resigned from the Company's Board of
Directors.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

                           Exhibits required to be attached by Item 601
                  of Regulation S-B are listed in the Index to Exhibits
                  beginning on page 14 of this Form 10-QSB, which is
                  incorporated herein by reference.

     (b) During the quarter ended September 30, 2003, we filed two reports on
Form 8-K:

                           A Form 8-K was filed on July 18, 2003 disclosing news
                  releases dated July 15, 2003, which announced the Company's
                  first natural gas sales and the signing of a farmout agreement
                  in Niobrara County Wyoming, and July 17, 2003, which announced
                  that the Company has named Andrew Calerich as its President
                  and CFO.

                           A Form 8-K was filed on August 14, 2003 disclosing a
                  news release dated August 14, 2003, which announced the
                  acquisition of a working interest in an oil and gas project
                  located in Richland County, Montana and provided financial
                  results for the second quarter of calendar year 2003.


                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

       Signatures                   Title                            Date
       ----------                   -----                            ----


 /s/ Patrick D.  O'Brien       Chief Executive Officer and         May 6, 2004
------------------------       Chairman of The Board of
Patrick D. O'Brien             Directors



 /s/ Andrew P. Calerich        President, Chief Financial          May 6, 2004
------------------------       Officer and Director
Andrew P. Calerich


                                       17
<PAGE>




                                INDEX TO EXHIBITS

Exhibits marked with an asterisk have been filed previously with the commission
and are incorporated herein by reference.

---------------- --------------------------------------------------------
EXHIBIT NO.                 DESCRIPTION
----------------- --------------------------------------------------------
10 (iv)*                    Employment Agreement between the Company and
                            Andrew P. Calerich
---------------- --------------------------------------------------------
31.1                        302 Certification of Chief Executive Officer
---------------- --------------------------------------------------------
31.2                        302 Certification of Chief Financial Officer
---------------- --------------------------------------------------------
32.1                        906 Certification of Chief Executive Officer
---------------- --------------------------------------------------------
32.2                        906 Certification of Chief Financial Officer
---------------- --------------------------------------------------------

*  Previously filed
                                       18