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 June 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 registrant as specified in its charter)



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

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



     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 ___ No___

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The number of shares outstanding of each of the issuer's classes of common
equity as of March 5, 2004 is as follows:


          $.001 Par Value Common Stock                24,388,702


     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 - June 30, 2003 (Unaudited) and December 31, 2002 ...3

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

           Statements of Cash Flows - Six Months Ended June 30, 2002
           and June 30, 2003 and Cumulative Amounts
           From Inception Through June 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.............................................15

PART II. OTHER INFORMATION

  Item 2.  Changes in Securities and Use of Proceeds..........................15

  Item 4.  Submission of Matters to a Vote of Security Holders................15

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

  Signatures..................................................................16

  Index to Exhibits...........................................................17



                                       2
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<TABLE>
<CAPTION>

                                     PART I
ITEM 1. FINANCIAL STATEMENTS

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


                                     ASSETS
                                                           6/30/03       12/31/02
                                                         (UNAUDITED)
CURRENT ASSETS
<S>                                                      <C>            <C>
   Cash                                                  $ 1,066,719    $    83,516
   Receivables                                                 9,116           --
                                                         -----------    -----------
      Total Current Assets                                 1,075,835         83,516


PROPERTY AND EQUIPMENT, at cost
  Undeveloped oil and gas properties                       1,166,943           --
                                                         -----------    -----------
                                                         $ 2,242,778    $    83,516
                                                         ===========    ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities              $   352,587    $      --
                                                         -----------    -----------
      Total Current Liabilities                              352,587           --

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value
            Authorized 100,000,000 shares
            Issued and outstanding - 23,111,464 shares

            at 6/30/03 and 37,747,464 at 12/31/02             23,111         37,747
   Additional paid-in capital                              2,409,732        211,117
   (Deficit) accumulated during the development stage       (542,652)      (165,348)
                                                         -----------    -----------
                                                           1,890,191         83,516
                                                         -----------    -----------
                                                         $ 2,242,778    $    83,516
                                                         ===========    ===========

                                        3
<PAGE>

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


                                   Three            Three           Six             Six       Cumulative from
                                   Months           Months         Months          Months        Inception
                                   Ended            Ended          Ended           Ended          Through
                                  6/30/03          6/30/02        6/30/03         6/30/02         6/30/03

REVENUES                        $       --      $       --      $       --      $       --      $       --
                                ------------    ------------    ------------    ------------    ------------


OPERATING EXPENSES

   General and administrative        141,424             661         377,304           3,245         542,652
                                ------------    ------------    ------------    ------------    ------------


                                ------------    ------------    ------------    ------------    ------------
NET (LOSS)                      $   (141,424)   $       (661)   $   (377,304)   $     (3,245)   $   (542,652)
                                ============    ============    ============    ============    ============


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         22,744,519      33,000,000      23,702,337      33,000,000      31,686,911
                                ============    ============    ============    ============    ============







                                                     4
<PAGE>

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

                                                                       Cumulative Amounts
                                                                         from Inception
                                                6/30/03        6/30/02   Through 6/30/03
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                   $  (377,304)   $    (3,245)   $  (542,652)
Adjustments to reconcile net (loss) to
   net cash (used) by operating activities
    Stock issued for services                                                  143,864
Changes in assets and liabilities
   (Increase) decrease in receivables             (9,116)                       (9,116)
   (Decrease) increase in accounts payable        50,197                        50,197
                                             -----------    -----------    -----------
Net cash (used) by operating activities         (336,223)        (3,245)      (357,707)
                                             -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash paid for oil and gas properties         (864,553)          --         (864,553)
                                             -----------    -----------    -----------
Net cash (used) in investing activities         (864,553)          --         (864,553)
                                             -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from sale of common stock          2,330,000           --        2,435,000
   Cash paid for offering costs                 (146,021)          --         (146,021)
                                             -----------    -----------    -----------

Net cash provided by financing activities      2,183,979           --        2,288,979
                                             -----------    -----------    -----------

                                             -----------    -----------    -----------
NET (DECREASE) INCREASE IN CASH               (3,101,620)        (3,245)     1,066,719
CASH, BEGINNING OF PERIODS                        83,516         88,869           --
                                             -----------    -----------    -----------
CASH, END OF PERIODS                         $ 1,066,719    $    85,624    $ 1,066,719
                                             ===========    ===========    ===========


                                          7
</TABLE>
<PAGE>

                            AMERICAN OIL & GAS, INC.
                          (formerly Dr. GoodTeeth.Com)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 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 June 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. 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 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 (see below "Oil and Gas
Properties"). 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 is an
exploration stage oil and gas company and, as of June 30, 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.

SUMMARY OF 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 June 30, 2003, there were no cash
equivalents.

     OIL AND GAS PROPERTIES - We follow the full cost method to account for our
oil and gas exploration and development activities. Under the full cost method,
all costs incurred which are directly related to oil and gas exploration and
development are capitalized and subjected to depreciation and depletion.
Depletable costs also include estimates of future development costs of proved

                                       6
<PAGE>

reserves. Costs related to undeveloped oil and gas properties may be excluded
from depletable costs until such properties are evaluated as either proved or
unproved. The net capitalized costs are subject to a ceiling limitation. Gains
or losses upon disposition of oil and gas properties are treated as adjustments
to capitalized costs, unless the disposition represents a significant portion of
the Company's proved reserves.

     Unevaluated oil and gas properties consist of ongoing costs of leases and
acreage that we acquire for our exploration and development activities. The cost
of these non-producing leases is recorded at the lower of cost or fair market
value.

     We have adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long Lived Assets to Be Disposed of", 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.

     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.


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 acquired subsequent to July 1, 2001 from oil and gas properties to long
term intangible assets is required, then the reclassified amount as of September
30, 2003 would be approximately $865,000. 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. Subsequent
to June 30, 2003, during the quarter ended September 30, 2003 we completed four
coal bed methane wells, which at that time are our only assets to which SFAS No.
143 would apply. As the Company does not have sufficient production history to
determine the remaining productive live of these wells, we cannot yet reasonably
estimate the effect of the adoption of SFAS No. 143 on our financial position,
results of operations or cash flows at this time.


     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

                                       7
<PAGE>

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 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:

     i)   Approximately 18,000 gross (approximately 9,000 net to American)
          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.


                                       8
<PAGE>

     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 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. Subsequent to June 30, 2003, four of these wells have been drilled and
connected to sales lines and three of the wells have been drilled, but are
awaiting connection to sales lines. We have reflected an accrual in these
financial statements for approximately $302,000 associated with the costs to
drill and complete the four producing wells.


     The principals of Tower and Finn are also shareholders of the Company. In
addition, the President of Tower was appointed a director, Chief Executive
Officer and 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 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.

     During the six months ended June 30, 2003, a total of 1,864,000 shares of
stock were sold pursuant to Rule 506 of 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 legal costs relating to the stock financing.

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. 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.

     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.


                                       9
<PAGE>

     During the six months ended June 30, 2003, the Company paid $20,000 for
professional and management services provided by an officer of the Company and
$30,000 for professional and management services provided by a director of the
Company. In addition, the Company has recorded $26,314 of travel and related
expenses incurred by certain directors and officers of the Company.


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.

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 (see above "Oil and Gas Properties"). After raising approximately $1
million through sale of our Common Stock at a price of $1.25 per common share
pursuant to Rule 506 of the Securities Act of 1933, 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 oil and natural gas, primarily in Montana
and Wyoming. As of June 30, 2003, we had not yet realized any revenues from the
sale of oil or natural gas. During our second quarter ended June 30, 2003, a
total of seven wells were drilled in the Powder River Basin of Wyoming.
Subsequent to June 30, 2003, four of these wells have been connected to sales
lines and effective July 9, 2003, we began to generate our first revenues from
the sale of hydrocarbons. The remaining three wells are expected to be connected
during the fourth quarter of 2003.

Plan of Operation

     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 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.


                                       10
<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 Finn may
farmout 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 during our third calendar quarter of 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 the 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.



                                       11
<PAGE>



     Mowry oil production was established on the Prospect at 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 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 or 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 Mowry,
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 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/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.

     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 all subsequent wells drilled on this 22,300
acre prospect. We expect drilling operations to commence during the third
quarter of calendar 2003.

                                       12
<PAGE>

Big Sky Project, Richland County, Montana

     Subsequent to June 30, 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
40 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 are getting into the 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. This acreage holding is comprised of seven 100%
controlled 640 acre sections and representation of varying levels in 44
additional 640 acre sections.

     There is currently drilling activity adjacent to our acreage and through a
pooling agreement, American is participating with a 1.25% working interest in
the Williams #34X-14, a horizontal well on a 1,280 acre spacing unit, operated
by Headington Oil, LP.

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 and
six month periods ended June 30, 2003 as compared to those periods 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 three months and six months ended June 30, 2002.

                                       13
<PAGE>

     We had no revenue or income for the quarter or six months ended June 30,
2003 or 2002. Our operating loss increased to $141,424 and $377,304 for the
quarter and six months ended June 30, 2003, respectively, as compared to $661
and $3,254 for the quarter and six months ended June 30, 2002, respectively. The
increase in our operating loss is attributable exclusively to increased general
and administrative expenses. General and administrative expenses incurred during
the quarter and six months ended June 30, 2003 included a variety of one-time,
nonrecurring expenses related to our reorganization (please see above "Nature of
Business" and "Item 2 - Overview") as well as equity financing efforts (please
see above "Common Stock"). For the quarter and six months ended June 30, 2003,
these costs include legal fees of approximately $ 28,000 and $100,000,
respectively, travel costs of approximately $20,000 and $86,000, respectively,
and consulting fees of approximately $55,000 and $117,000, respectively. We
expect that cash paid for general and administrative costs will be approximately
$120,000 per quarter for the remainder of calendar 2003.


Liquidity and Capital Resources

     During the six month period ended June 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. The 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.

     At June 30, 2003, we had a working capital amount of approximately
$724,000. Our current cash position is expected to satisfy our general operating
needs going forward, although we intend to continue financing efforts to support
our current and proposed oil and gas operations. We had no outstanding long-term
debt at June 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 $865,000 during the six months ended June 30, 2003
for acquisition of acreage, delay rentals and other related direct costs 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
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.

     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 may spend as much as $11.0 million for capital
expenditures relating to exploration and development of our projects through
June 30, 2004. Depending on available capital, we could incur the following
costs: approximately $1.2 million to participate in the drilling of 17 gross (12
net) wells in our Powder River Basin coalbed methane project, approximately $1.6
million to participate in additional drilling in our Big Sky Project in Richland
County, Montana, approximately $600,000 for our share of drilling two initial
gross wells (one net well) in our Krejci oil project in the Powder River Basin
of Montana. If the initial drilling in the Krejci project is successful, we
anticipate participating in up to 48 gross (24 net) development wells at a net
cost to our interest of approximately $7.2 million. We will need to raise
additional funds to cover capital expenditures. These funds may come from cash
flow, equity or debt financing, or from sales of interests in our properties
although there is no assurance continued funding will be available.

                                       14
<PAGE>

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 and 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 June 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 June 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 quarter ended June 30, 2003, the Company sold, pursuant to Rule
506 of the Securities Act of 1933, 1,064,000 shares of its common stock at a
price of $1.25 per share to a group of four (4) accredited individuals or
entities. Net of fees and commissions, the Company received proceeds of
$1,250,200. A commission of six percent (6%) was paid to a broker who introduced
these accredited investors to the Company, all of whom have had prior business
relationships with the broker.


Item 4. Submission of Matters to a Vote of Security Holders

     The following matters were submitted to a vote of security holders at the
annual meeting of stockholders which was held on June 27, 2003:

     The stockholders voted to re-elect Patrick D. O'Brien, Alan Gelfand, Dr.
R.M. Bustin, Kendell Tholstrom, Joseph Merback and M.S. ("Moni") Minhas to
continue as directors of the Company. A total of 15,381,018 votes were
represented with respect to this matter, with voting on each specific nominee as
follows:

                                                                      BROKER
                                FOR         AGAINST      WITHHELD    NON-VOTES
                                ---         -------      --------    ---------
   Patrick D. O'Brien       15,374,218       1,300         5,500         -
      Alan Gelfand          15,370,518       5,000         5,500         -
     Dr. R.M. Bustin        15,374,218       1,300         5,500         -
    Kendell Tholstrom       15,374,218       1,300         5,500         -
     Joseph Merback         15,373,218       2,300         5,500         -
   M.S. (Moni) Minhas       15,370,218       3,300         7,500         -


                                       15
<PAGE>

     A proposal to ratify the selection of Wheeler Wasoff, P.C. as Certified
Public Accountants was approved by the stockholders. A total of 15,381,018 votes
were represented with a total of 15,366,218 (99.9%) shares voting for the
proposal, 6,400 shares voting against the proposal, and 8,400 shares abstaining
from voting.

     A proposal to approve an amendment to the Company's articles of
incorporation to authorize a class of 25,000,000 shares of preferred stock, par
value $0.001 was approved by the stockholders. The total number of votes
required for this proposal to pass was 11,455,733. The total number of votes
cast in favor of this proposal was 11,473,510. 75,925 shares voted against the
proposal and 39,100 shares abstained from voting.


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 17 of this Form 10-QSB,
     which is incorporated herein by reference.

(b)  During the Quarter ended June 30, 2003, we filed three reports on Form 8-K:

          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.

          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.

          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.



                                   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          March 10, 2004
----------------------          and Chairman Of The Board
Patrick D. O'Brien



/s/ Andrew P. Calerich          President and Chief              March 10, 2004
----------------------          Financial Officer
Andrew P. Calerich


                                       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 Form 10-QSB/A2 for the quarter
ended June 30, 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 Form 10-QSB/A2 for the quarter
ended June 30, 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