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



                                 FORM 10-QSB/A2



(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2003.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from ____________________ to
_____________________.

Commission file number: 0-31547

                            AMERICAN OIL & GAS, INC.
                            ------------------------
                 (Name of Small Business Issuer in Its Charter)


            Nevada                                             88-0451554
            ------                                             ----------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)



                 1050 17TH Street, Suite 1850, Denver, CO 80265
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (303) 991-0173
                                 --------------
                (Issuer's Telephone Number, Including Area Code)



Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]


The number of shares outstanding of Registrant's common stock, par value $0.001
("Common Stock") as of March 5, 2004 was 24,388,702.


Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

<PAGE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION.................................................3

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


                      Unaudited Financial Statements...........................3


         Item 2.  Management's Discussion And Analysis and
                      Plan of Operation.......................................10

                      Forward-looking Information.............................10

                      Overview................................................10


                      Plan of Operation.......................................10


                      Obligations and Future Capital Requirements.............14

         Item 3.  Controls and Procedures.....................................15

PART II - OTHER INFORMATION...................................................15

         Item 6.  Exhibits and Reports on Form 8-K............................15

INDEX TO EXHIBITS.............................................................17




                                       2
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                            AMERICAN OIL & GAS, INC.
                           (formerly DrGoodTeeth.Com)
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)


                                                        March 31,    December 31,
                                                           2003         2002
                                                            $             $
                                                                      (Audited)
                                   A S S E T S
CURRENT ASSETS
<S>                                                       <C>            <C>
Cash and cash equivalents                                 444,266        83,516
Amounts receivable                                         19,581          --
                                                       ----------    ----------

                                                          463,847        83,516

Oil and gas properties                                    856,158          --
                                                       ----------    ----------

                                                        1,320,005        83,516



          L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y

CURRENT LIABILITIES

Accounts payable                                          123,185          --
Promissory note                                           415,365          --
                                                       ----------    ----------

                                                          538,550          --
                                                       ----------    ----------


STOCKHOLDERS' EQUITY

Common stock, $0.001 par value
       Authorized - 100,000,000 shares
       Issued and outstanding - 22,047,464 shares
           (2002 - 37,747,464 shares)                      22,048        37,747
Additional paid-in capital                              1,160,635       211,117
(Deficit) accumulated during the development stage       (401,228)     (165,348)

                                                          781,455        83,516
                                                       ----------    ----------

                                                        1,320,005        83,516
                                                       ==========    ==========


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

                                       3
<PAGE>

                            AMERICAN OIL & GAS, INC.
                           (formerly DrGoodTeeth.Com)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                       Cumulative
                                     From February
                                        15, 2000       Three Months    Three Months
                                     (Inception) to       Ended            Ended
                                     March 31, 2003   March 31, 2003   March 31, 2002
                                           $                $                $


EXPENSES

General and administrative                401,228          235,880            2,634

NET (LOSS) FOR THE PERIOD                (401,228)        (235,880)          (2,634)
                                      ===========      ===========      ===========

NET (LOSS) PER COMMON SHARE - BASIC
      AND DILUTED                     ($     0.02)     ($     0.01)     ($    0.000)
                                      ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER
      OF COMMON SHARES OUTSTANDING
      - BASIC AND DILUTED              19,817,693       24,496,350       33,000,000
                                      ===========      ===========      ===========





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

                                        4
<PAGE>

                                      AMERICAN OIL & GAS, INC.
                                     (formerly DrGoodTeeth.Com)
                                    (A Development Stage Company)
                                      STATEMENTS OF CASH FLOWS
                                             (Unaudited)

                                                          Cumulative
                                                         From February
                                                           15, 2000       Three Months    Three Months
                                                        (Inception) to       Ended            Ended
                                                        March 31, 2003   March 31, 2003   March 31, 2002
                                                               $                $                $
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) for the period                                   (401,228)       (235,880)         (2,634)
Adjustments to reconcile net (loss) to
     net cash (used) by operating activities
      Stock issued for services                              143,864            --              --
Changes in assets and liabilities                               --
      Increase in amounts receivable                         (19,581)        (19,581)           --
      Increase in accounts payable                           123,185         123,185            --
                                                          ----------      ----------      ----------

Net cash (used) by operating activities                     (153,760)       (132,276)         (2,634)
                                                          ----------      ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITY

Additions to oil and gas properties                         (440,793)       (440,793)           --
                                                          ----------      ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITY

Proceeds from sale of common stock                         1,105,000       1,000,000            --
Share issue costs                                            (66,181)        (66,181)           --
                                                          ----------      ----------      ----------
                                                           1,038,819         933,819            --
                                                          ----------      ----------      ----------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                        444,266         360,750          (2,634)

CASH AND CASH EQUIVALENTS
      - BEGINNING OF PERIOD                                     --            83,516          88,919
                                                          ----------      ----------      ----------

CASH AND CASH EQUIVALENTS
      - END OF PERIOD                                        444,266         444,266          86,285
                                                          ==========      ==========      ==========


SUPPLEMENTAL DISCLOSURES

      Cash paid for interest                                    --              --              --
                                                          ==========      ==========      ==========

      Cash paid for income taxes                                --              --              --
                                                          ==========      ==========      ==========

      Shares issued for services                             143,864            --              --
                                                          ==========      ==========      ==========

      Promissory note issued for oil and gas properties      415,365         415,365            --
                                                          ==========      ==========      ==========


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

                                                5
</TABLE>
<PAGE>

                            AMERICAN OIL & GAS, INC.
                           (formerly DrGoodTeeth.Com)
                          (A Development Stage Company)
                                   (Unaudited)

The accompanying interim financial statements of American Oil & Gas, Inc. (the
"Company) 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 financial statements included herein have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. 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. Management believes
the disclosures made are adequate to make the information not misleading and
recommends that these condensed financial statements be read in conjunction with
the financial statements and notes included in the Company's Form 10-KSB/A1 as
of 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 no operations. 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 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 is an
exploration stage oil and gas company and, as of March 31, 2003, has not earned
any production revenue, nor found proved resources on any of its properties. The
Company's principal activities have been raising capital through the sale of its
securities and identifying and evaluating potential oil and gas property
acquisitions.

The Company's fiscal year end is December 31.

Significant Accounting Policies

The following accounting policies have been adopted by the Company relating to
the acquisition of oil and gas properties.

OIL AND GAS PROPERTIES

Capitalized Costs
-----------------

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. 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.

                                       6
<PAGE>

Depletion and Depreciation
--------------------------

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. At March 31, 2003, there were no reserves.

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

                                       7
<PAGE>

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 acquired subsequent to July 1, 2001 from oil and gas properties to long
term intangible assets is required, then the reclassified amount as of March 31,
2003 would be approximately $856,000. 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.


The Company has adopted Financial Accounting Standards Board No. 143,
"Accounting for Asset Retirement Obligations" ("SFAS No. 143") commencing with
the fiscal year ending December 31, 2003. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. As of
March 31, 2003, no activity has been performed with respect to our oil and gas
properties requiring a future obligation. Therefore, adoption of SFAS No. 143
has no impact on our financial position, results of operations or cash flows at
this time. We will reassess and account for the impact of adopting SFAS No. 143
in subsequent periods due to changes in the status of our oil and gas
properties.


In December 2002, the Financial Accounting Standards Board ("FASB") 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.

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 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 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 June 15, 2003. FIN 46 does not currently
have an impact on our financial position or results of operations.


Oil & 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:

                                       8
<PAGE>


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

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

     iii) certain coal bed methane (the "CBM") unproven and undeveloped 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.


     The Company has agreed to purchase, from Tower and Finn, a one hundred
percent (100%) working interest in up to 10 wells that are drilled or are
scheduled to be drilled in the West Recluse project. This project is located in
Sections 3, 5 and 12 of Township 55 North, Range 74 West in Campbell County,
Wyoming. The Company is obligated to pay an amount equal to the lesser of
$900,000 or 107.5% of the actual out of pocket amount actually expended by the
Sellers in connection with the all lease related costs and all costs associated
with the drilling, completing, equipping and connecting the wells. The Company
obligation does not occur until the wells are connected to sales lines and are
producing, which occurred during the third calendar quarter of 2003.

     The principals of Tower and Finn are also shareholders of the Company. In
addition, the President of Tower was appointed a director, CEO and the President
of the Company subsequent to the closing of the Agreement.


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 1 old basis. The stock
split did not vary 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 return of the
shares to be cancelled.

During the three months ended March 31, 2003, a total of 800,000 shares of stock
were sold pursuant to stock subscription agreements for $1.25 per share for
total proceeds of $1,000,000. The Company paid $60,000 commission and $6,181
legal costs relating to the stock financing. Subsequent to March 31, 2003, the
Company sold a further 1,064,000 shares of common stock for $1.25 per share for
total proceeds of $1,330,000. The Company also paid a commission of $79,800.


Related Party Transactions


During the three months ended March 31, 2003, the Company acquired from Tower
and Finn, in a transaction negotiated at arms length, 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 and 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 a Director of the Company. Mr. O'Brien continues to serve as
President of Tower and currently serves as CEO and a Director of the Company,
spending approximately equal amounts of time on each entity.


During the three months ended March 31, 2003, the Company paid $20,000 for
professional and management services provided by an officer of the Company. In
addition, the Company has recorded $23,691 of travel and related expenses
incurred by certain directors and officers of the Company. As of March 31, 2003,
$22,701 is unpaid and is included in accounts payable.

                                       9
<PAGE>

Item 2. Management's Discussion And Analysis and Plan 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.


     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, we do not assume
responsibility for the accuracy and completeness of such forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results.

Overview


     Our operations for the first quarter of 2003 and throughout 2002 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 and North Finn, LLC's undeveloped oil and gas leases
(see above "Oil and Gas Properties"). After raising approximately $1 million
through the private sale of our Common Stock, we closed on the acquisition of
these leases on February 18, 2003. The purchase price for the above interests
was $815,365. We paid $400,000 at 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.

     As a result of the acquisition, our business now revolves around the
exploration, production and sale of coal bed methane gas in Montana and Wyoming,
and oil and gas in Wyoming. We have not yet realized any revenues, but have
drilled seven (7) wells and commenced gas production from four of these wells
during our third quarter of 2003.

Plan of Operation

     During the next 12 months, we expect to pursue oil and gas operations on
our identified Montana and Wyoming projects, including the acquisition of
additional acreage through leasing, farmout or option and participation in the
drilling of oil and gas wells. We do not intend to operate the drilling of oil
and gas wells, but expect to participate as an outside working interest owner,
sharing risk and rewards with other working interest participants. We intend to
continue to evaluate additional opportunities in areas where we feel there is
potential for oil and gas reserves and production and may participate in areas
other than those already identified, although there is no assurance additional
opportunities will be available, or if we participate in additional
opportunities, that those opportunities will be successful.

                                       10
<PAGE>

     We expect to be able to fund a minimum amount of our ongoing operations for
the next 12 months by combining our current cash position with operating cash
flow from our coalbed methane property in Campbell County, Wyoming (see "West
Recluse, Glasgow and Bill Coalbed Methane Project"). It is anticipated that the
drilling of oil and gas wells will require additional, and possibly substantial,
capital expenditures. In the event our identified oil and gas projects are
successful, and depending on the level of success in these projects, we
anticipate spending as much as $7.0 million for capital expenditures relating to
exploration and development of our projects during the next 12 months. We expect
to drill up to ten gross and net wells in our West Recluse coalbed methane
project, at a cost estimated to be approximately $900,000. We expect to
participate at our 50% working interest in 16 gross (eight net) coalbed methane
wells in our Glasgow project. These 16 wells are expected to cost approximately
$600,000, net to our interest. We also expect to participate at our 50% working
interest in the drilling of two gross (one net well) at our Krejci oil project.
These two wells are expected to cost approximately $600,000 net to our interest.
If the two Krejci wells are successful, we expect to participate, at our 50%
working interest in the drilling of up to 16 additional wells over the next 12
months, at an approximate net cost of $4.8 million.

     We will need to raise additional funds to cover these capital expenditures.
These funds may come from cash flow, equity or debt financing, from the sale of
interests in our properties or through joint ventures with outside industry
participants, although there is no assurance continued funding will be
available.

     We have 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 have no off-balance sheet arrangements.

     Our future financial results continue to depend primarily on (1) our
ability to discover and develop 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 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.

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

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

     Our strategy includes establishing an early source of operating cash flow.
To this end, we have a coalbed methane acreage inventory in the Powder River
Basin, much of which can be quickly drilled and brought into production. 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 in offset locations.


                                       11
<PAGE>

     A total of seven wells (100% owned by American) have been drilled at our
West Recluse Area, with four of those wells being connected through sales lines.
Effective July 9th, 2003, we began selling natural gas and generating our first
revenue from these four wells. We expect the remaining three wells will be
connected and will begin producing revenues during our fourth calendar quarter
of 2003. A total of 47 more wells could be drilled on this acreage where we own
a 50% interest with our partners Tower and Finn. We may participate in this
drilling at our 50% working interest or we and our partners Tower and North Finn
may farmout this acreage and retain a carried working interest in the remaining
wells.

     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 adjacent
to the company's acreage position. We expect drilling to commence on 16 wells
(50% owned by American) here before the end of our calendar year ending December
31, 2003.

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 with five pipelines and end
users in the vicinity.

     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, and was ordered to remove its casing
from the completed gas well sited on the disputed property. 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.

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.


                                       12

<PAGE>



     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.


     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/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 3 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. Because the target area is
beneath the Great Salt Lake, we may encounter greater resistance from
environmental groups and permitting authorities than in other areas, which could
result in higher costs.

West Salt Creek Area, Natrona County, Wyoming

     We and our partners, Tower/North Finn, have signed a Farmout Agreement to
earn a 50% working interest (25% to American) 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.

                                       13
<PAGE>

     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 before October 31, 2003, 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 any subsequent wells drilled on this 22,300
acre prospect. Drilling operations commenced during the third quarter of
calendar 2003.

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.
Comparisons made between reporting periods herein are for the three month period
ended March 31, 2003 as compared to that period in 2002. A meaningful comparison
of the two periods cannot be achieved as we were not pursuing the exploration,
development, extraction and sale of oil and gas in Montana and Wyoming during
the first quarter of 2002 versus our current focus.

     We had no revenue or income for the quarter ended March 31, 2003 and no
revenue for the first quarter in 2002. Our operating loss increased to $235,880
for the quarter ended March 31, 2003 as compared to $2,634 for the first quarter
in 2002. The increase in our operating loss is primarily attributable to general
and administrative expenses, which increased from $2,634 for the first quarter
in 2002 to $235,880 for the quarter ended March 31, 2003. General and
administrative expenses included a variety of one-time, nonrecurring expenses
related to our reorganization (see above "Nature of Business" and "Item 2 -
Overview") as well as the equity financing efforts (see above "Common Stock")
including legal expenses of approximately $72,000, consulting fees of
approximately $62,000, travel and related expenses of approximately $81,000 and
general office related expenses of approximately $21,000.


     Obligations and Future Capital Requirements


     The Company has agreed to purchase, from Tower and Finn, a one hundred
percent (100%) working interest in up to 10 wells that are drilled or are
scheduled to be drilled in the West Recluse project. This project is located in
Sections 3, 5 and 12 of Township 55 North, Range 74 West in Campbell County,
Wyoming. The Company is obligated to pay amount equal to the lesser of $900,000
or 107.5% of the actual out of pocket amount actually expended by Tower and Finn
in connection with the all lease related costs and all costs associated with the
drilling, completing, equipping and connecting the wells. The Company's
obligation does not occur until the wells are connected to sales lines and are
producing, which occurred during the third calendar quarter of 2003.

     Since January 1, 2003, we have raised a total of $2,330,000 through a
private placement of our common stock. We intend to utilize the proceeds raised
from our private placement to support our current and proposed business

                                       14
<PAGE>

operations in Montana and Wyoming. Because we have very little overhead, we
believe that our current cash position will be sufficient to satisfy our
operating needs until we can operate with cash flow. We commenced gas production
in July 2003. Although, we believe we possess sufficient capital to finance our
operations, we expect to seek additional financings of equity and/or debt to
facilitate the pursuit of our oil and gas projects.

     The Company entered into an employment agreement with one of its directors,
who was also its president at the time of execution, which provided for the
payment of $5,000 per month in exchange for consulting and professional
services, including, but not limited to, facilitating daily managerial tasks,
overseeing and coordinating state and federal corporate and securities filings,
and managing the Company's investor relations. This agreement was mutually
terminated by the parties effective on June 30, 2003.


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 our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. Based upon the
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of March 31, 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
March 31, 2003 that has materially affected, or is reasonably likely to
materially affect our internal controls over financial reporting.


                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(1)  Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
     are listed in the Index to Exhibits beginning on page 17 of this Form
     10-QSB, which is incorporated herein by reference.

(2)  A Form 8-K was filed on February 3, 2003 disclosing the 8.25-for-1 forward
     stock split and the Company's name change.

(3)  A Form 8-K was filed on March 5, 2003 regarding the Company's acquisition
     of assets pursuant to the January 17, 2003 Purchase and Sale Agreement with
     Tower and North Finn.

(4)  A Form 8-K was filed on May 5, 2003 disclosing the required financial
     statements and the pro forma financial information associated with the
     Company's acquisition of assets disclosed in the previous Form 8-K filed on
     March 5, 2003.

(5)  A Form 8-K was filed on May 8, 2003 disclosing equity financing raised by
     the Company since January 2003 in the amount of $2,080,000 through the sale
     of shares of Common Stock.

(6)  A Form 8-K was filed on May 13, 2003 disclosing the dismissal of Clyde
     Bailey, P.C. as the Company's independent auditor and the appointment of
     Wheeler Wasoff, P.C. as the Company's independent auditor for the fiscal
     year ended December 31, 2003. This Form 8-K was amended by the Company on
     May 19, 2003.

                                       15
<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 10th day of March, 2004.


                                           American Oil & Gas, Inc.


                                           /s/ Patrick D. O'Brien
                                            ----------------------
                                           Patrick O'Brien, Chairman and CEO



                                           American Oil & Gas, Inc.


                                           /s/ Andrew P. Calerich
                                           -------------------------------------
                                           Andrew P. Calerich, President and CFO





                                       16
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NO.      PAGE NO.         DESCRIPTION
-----------      --------         -----------

99.1             20               906 Certification of Chief Executive Officer
99.2             21               906 Certification of Chief Financial Officer







                                       17
<PAGE>


                                  CERTIFICATION

     I, Patrick D. O'Brien, certify that:

     1. I have reviewed this Quarterly Report on From 10-QSB/A2 for the quarter
ended March 31, 2003 of American Oil & Gas, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: March 10, 2004
/s/ Patrick D. O'Brien
 ----------------------
Patrick D. O'Brien
Chief Executive Officer


                                       18

<PAGE>


                                  CERTIFICATION

     I, Andrew P. Calerich, certify that:

     1. I have reviewed this Quarterly Report on From 10-QSB/A2 for the quarter
ended March 31, 2003 of American Oil & Gas, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:   March 10, 2004
/s/ Andrew P. Calerich
 ----------------------
Andrew P. Calerich
Chief Financial Officer


                                       19