U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 FORM 10-KSB/A2


[X]      Annual report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 for the fiscal year ended December 31, 2002.

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)



         Securities registered under Section 12(g) of the Exchange Act:

                               Title of Each Class
                               -------------------
                         Common Stock ($0.001 Par Value)

         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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ].

     The issuer's total consolidated revenues for the year ended December 31,
2002, were $0.


     As of March 5, 2004, the registrant had 24,388,702 common shares
outstanding, and the aggregate market value of the common shares was
approximately $24,145,000. This calculation is based upon the closing sale price
on the OTC Electronic Bulletin Board of 99 cents per share on March 5, 2004.





<PAGE>



                                TABLE OF CONTENTS


PART I........................................................................ 3
     ITEM 1. DESCRIPTION OF BUSINESS.......................................... 3

     ITEM 2. DESCRIPTION OF PROPERTY...........................................8
     ITEM 3. LEGAL PROCEEDINGS................................................10
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............10


PART II.......................................................................11
     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........11
     ITEM 6. MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION......13
     ITEM 7. FINANCIAL STATEMENTS.............................................18
     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE..............................18

PART III......................................................................18
     ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT .....18
     ITEM 10. EXECUTIVE COMPENSATION..........................................20
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................21
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................23
     ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................23
     ITEM 14. CONTROLS AND PROCEDURES.........................................23

SIGNATURES....................................................................24

CERTIFICATIONS................................................................27
INDEX TO EXHIBITS.............................................................29


                                       2
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     As used herein, the term "Company" refers to American Oil & Gas, Inc., a
Nevada corporation, and its subsidiaries and predecessors, unless the context
indicates otherwise. The Company was incorporated on February 15, 2000, as
DrGoodTeeth.com, to engage in the business of operating an online dental
resource website.


     After attempting to operate the business for over two years, the founders
of the Company were unsuccessful in generating a going concern. They had
approached all the dental supply companies in Thailand but were unsuccessful in
securing any sponsors or advertisers and were unable to generate adequate
traffic to the DrGoodteeth.com website. As a result of a continued lack of
profitability in operating the online dental resource website and because the
previous officers and directors no longer had the time to devote full effort to
the business of the Company, the Company changed its operational focus in
January, 2003 to oil and gas exploration and production.


     On January 17, 2003, in anticipation of acquiring oil and gas interests and
in an effort to more accurately reflect the expected change in the Company's
operational focus, the Company changed its name from DrGoodTeeth.com to American
Oil & Gas, Inc. Accordingly, the Company's stock symbol was changed from "DRGT"
to the current symbol "AOGI." Also effective on January 17, 2003 was an
8.25-for-1 forward stock split of the Company's outstanding common stock, par
value $0.001 ("Common Stock"). The stock split did not vary the par value of the
Common Stock or the number of shares of Common Stock authorized for issuance.


     On January 17, 2003, the Company executed a Purchase and Sale Agreement
("Agreement") with Tower Colombia Corporation, a Colorado corporation ("Tower"),
and North Finn, LLC, a Wyoming limited liability company ("North Finn"), whereby
the Company acquired an undivided fifty percent (50%) working interest in and to
the following undeveloped oil and gas leases (for more information on the
Company's leases, please see Item 2, Description of Properties):

     o    approximately 18,000 gross undeveloped and unproven acres in a coalbed
          methane prospect ("Bear Creek Prospect") in Carbon County, Montana;
     o    approximately 22,000 gross undeveloped and unproven acres in a
          multi-zone oil & gas prospect ("Krejci Prospect") in Niobrara County,
          Wyoming; and
     o    certain undeveloped and unproven coal bed methane ("CBM") leases in
          the Powder River Basin in North Eastern Wyoming.

     Tower and North Finn retained an interest in the oil and gas leases and
entered into joint operating agreements with the Company covering the oil and
gas leases. The purchase price for the undivided fifty percent (50%) of Tower
and North Finn's interest in these oil and gas leases was $815,365 and was paid
in the following installments:


                                       3

<PAGE>


     1.   $400,000 paid by the Company within 30 days of closing of the
          Agreement, which occurred on February 18, 2003; and

     2.   $415,365 paid by the Company on or before Monday, April 30, 2003.


     The Company's obligation to pay the second installment of $415,365 was
evidenced by a promissory note and secured by a mortgage, both of which were
executed by the Company simultaneously with execution of the Agreement. The note
was paid in full on April 28, 2003 and the mortgage was released.



     The Company has agreed to purchase all of Tower and North Finn's 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 the amount equal to the lesser of
$900,000 or 107.5% of the actual out of pocket amount actually expended by Tower
and North Finn in connection with 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 is expected to occur during our third calendar quarter ending
September 30, 2003.


     Pursuant to the Agreement, the Company was also granted an option to
purchase an undivided 28% of 8/8ths interest in and to a Minnelusa oil prospect
in Campbell County, Wyoming. The initial exploratory well under this option was
subsequently drilled and abandoned; accordingly, the Company will not exercise
its option to purchase.


     In conjunction with the transaction between the Company and Tower and North
Finn, a Participation Agreement was executed on January 17, 2003 whereby Tower
and North Finn, and the principals of each, agreed to provide the Company the
right to participate, on an equal basis, in (i) any financing transaction
regarding an oil and/or gas exploration and production asset, or (ii)
acquisition or disposition of oil and/or gas exploration and production assets
that becomes available to any of them. The agreement expires two years from the
February 18, 2003 closing date.


Competition

     The Company intends to begin operating in the highly competitive oil and
gas areas of acquisition and exploration, areas in which other competing
companies have substantially larger financial resources, operations, staffs and
facilities. Such companies may be able to pay more for prospective oil and gas
properties or prospects and to evaluate, bid for and purchase a greater number
of properties and prospects than the Company's financial or human resources
permit.

                                       4

<PAGE>


Government Regulation


     The Company's business is affected by numerous laws and regulations,
including energy, environmental, conservation, tax and other laws and
regulations relating to the oil and gas industry. The Company plans to develop
internal procedures and policies to ensure that its operations are conducted in
full and substantial environmental regulatory compliance.


     Failure to comply with any laws and regulations may result in the
assessment of administrative, civil and criminal penalties, the imposition of
injunctive relief or both. Moreover, changes in any of these laws and
regulations could have a material adverse effect on the Company's business. In
view of the many uncertainties with respect to current and future laws and
regulations, including their applicability to us, we cannot predict the overall
effect of such laws and regulations on our future operations.


Environmental Matters.

     Operations on properties in which we have an interest are subject to
extensive federal, state and local environmental laws that regulate the
discharge or disposal of materials or substances into the environment and
otherwise are intended to protect the environment. Numerous governmental
agencies issue rules and regulations to implement and enforce such laws, which
are often difficult and costly to comply with and which carry substantial
administrative, civil and criminal penalties and in some cases injunctive relief
for failure to comply.

     Some laws, rules and regulations relating to the protection of the
environment may, in certain circumstances, impose "strict liability" for
environmental contamination. These laws render a person or company liable for
environmental and natural resource damages, cleanup costs and, in the case of
oil spills in certain states, consequential damages without regard to negligence
or fault. Other laws, rules and regulations may require the rate of oil and gas
production to be below the economically optimal rate or may even prohibit
exploration or production activities in environmentally sensitive areas. In
addition, state laws often require some form of remedial action, such as closure
of inactive pits and plugging of abandoned wells, to prevent pollution from
former or suspended operations.

     Legislation has been proposed in the past and continues to be evaluated in
Congress from time to time that would reclassify certain oil and gas exploration
and production wastes as "hazardous wastes." This reclassification would make
these wastes subject to much more stringent storage, treatment, disposal and
clean-up requirements, which could have a significant adverse impact on
operating costs. Initiatives to further regulate the disposal of oil and gas
wastes are also proposed in certain states from time to time and may include
initiatives at the county, municipal and local government levels. These various
initiatives could have a similar adverse impact on operating costs.


                                       5

<PAGE>



     The regulatory burden of environmental laws and regulations increases our
cost and risk of doing business and consequently affects our profitability. The
federal Comprehensive Environmental Response, Compensation and Liability Act, or
CERCLA, also known as the "Superfund" law, imposes liability, without regard to
fault, on certain classes of persons with respect to the release of a "hazardous
substance" into the environment. These persons include the current or prior
owner or operator of the disposal site or sites where the release occurred and
companies that transported, disposed or arranged for the transport or disposal
of the hazardous substances found at the site. Persons who are or were
responsible for releases of hazardous substances under CERCLA may be subject to
joint and several liability for the costs of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources, and it is not uncommon for the federal or state government to
pursue such claims.

     It is also not uncommon for neighboring landowners and other third parties
to file claims for personal injury or property or natural resource damages
allegedly caused by the hazardous substances released into the environment.
Under CERCLA, certain oil and gas materials and products are, by definition,
excluded from the term "hazardous substances." At least two federal courts have
held that certain wastes associated with the production of crude oil may be
classified as hazardous substances under CERCLA. Similarly, under the federal
Resource, Conservation and Recovery Act, or RCRA, which governs the generation,
treatment, storage and disposal of "solid wastes" and "hazardous wastes,"
certain oil and gas materials and wastes are exempt from the definition of
"hazardous wastes." This exemption continues to be subject to judicial
interpretation and increasingly stringent state interpretation. During the
normal course of operations on properties in which we have an interest, exempt
and non-exempt wastes, including hazardous wastes, that are subject to RCRA and
comparable state statutes and implementing regulations are generated or have
been generated in the past. The federal Environmental Protection Agency and
various state agencies continue to promulgate regulations that limit the
disposal and permitting options for certain hazardous and non-hazardous wastes.

     We believe that the operator of the properties in which we have an interest
is in substantial compliance with applicable laws, rules and regulations
relating to the control of air emissions at all facilities on those properties.
Although we maintain insurance against some, but not all, of the risks described
above, including insuring the costs of clean-up operations, public liability and
physical damage, there is no assurance that our insurance will be adequate to
cover all such costs, that the insurance will continue to be available in the


                                       6

<PAGE>



future or that the insurance will be available at premium levels that justify
our purchase. The occurrence of a significant event not fully insured or
indemnified against could have a material adverse effect on our financial
condition and operations. Compliance with environmental requirements, including
financial assurance requirements and the costs associated with the cleanup of
any spill, could have a material adverse effect on our capital expenditures,
earnings or competitive position. We do believe, however, that our operators are
in substantial compliance with current applicable environmental laws and
regulations. Nevertheless, changes in environmental laws have the potential to
adversely affect operations. At this time, we have no plans to make any material
capital expenditures for environmental control facilities.



Employees


     The Company has a strategic alliance with privately held Tower and North
Finn, whereby principals of Tower and North Finn provide continuing oil and gas
operational and technical expertise to the Company. No compensation has been
paid to date during 2003 for these services and there is no agreement for
specific future compensation. The principals of Tower and North Finn provided
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.

     The Company currently has one employee, Andrew P. Calerich, who is
President and CFO. The Company's operations are directed by Mr. Calerich and by
Patrick D. O'Brien, the Company's CEO. Mr. O'Brien continues to serve as
President of Tower Colombia Corporation as well as CEO and Director of the
Company, spending approximately equal amounts of time on each entity. Mr.
O'Brien is not considered an employee and is not currently taking a salary or
any other form of compensation in his role as CEO.


ITEM 2.  DESCRIPTION OF PROPERTY



     The Company's office is located at 1050 17th Street, Suite 1850, Denver,
Colorado where Tower Energy Corporation has provided nominal office space for
the Company to perform its general corporate functions. The Company and Tower
are in negotiations with the landlord to expand the existing office space. The
rent for the expanded office space has yet to be determined, and negotiations
are underway to agree on a monthly rent amount to be paid by the Company to
Tower for general corporate office space.


     We currently own a 100% working interest (80% net revenue interest) in four
producing wells in Campbell County, Wyoming. These wells were purchased from
Tower and North Finn as part of the Purchase and Sale Agreement dated January
17, 2003. These wells were drilled on 40 acre spacing units, and this 160 gross
and net acreage comprise our only developed acreage. We are not required to
provide a fixed and determinable quantity of oil and gas under any agreements.
Additionally, we have not obtained any estimate of total proved net oil and gas
reserves for our oil and gas properties.


                                       7

<PAGE>



     We currently control the following undeveloped acreage positions.
Undeveloped acreage refers to acreage that has not been placed in producing
units.

State                               Gross Acres        Net Acres
-----                               -----------        ---------
Montana                               18,018              9,009
Wyoming                               26,714             13,357
Utah                                   5,120              2,560
---------------------------------     ------             ------
TOTAL                                 49,852             24,926
                                      ======             ======

     The following table presents the net undeveloped acres controlled, the type
of lease and the year the leases are scheduled to expire in each of our current
projects. The Montana acreage reflected is attributable to our Bear Creek
coalbed methane project located in the Carbon County portion of the southern Big
Horn Basin. The Wyoming acreage reflected is attributable to our Krejci oil
project located in the Niobrara County portion of the Powder River Basin and our
West Recluse, Glasgow and Bill coalbed methane projects located Converse and
Campbell Counties in the Powder River Basin. The Utah acreage reflected is
attributable to our West Rozel oil project, located in Box Elder County.

<TABLE>
<CAPTION>


  ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                    Year of           Fee         State          Federal           TOTALS
                                  Expiration         Leases       Leases         Leases
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
<S>                                   <C>             <C>           <C>                              <C>
  MT - Carbon County                  2004            3,215         1,585                        4,800
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2005              132                                         132
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2009                                         2,289          2,289
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2010                                         1,788          1,788
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
  WY - Niobrara County                2005              400                                         400
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2006            2,127                                       2,127
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2007              200                                        200
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2011                                         8,495          8,495
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
  WY-Converse and Campbell
  Counties                            2003               42           440            497            979
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2005               12                          420            432
     ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2007             64                                            64
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
                                      2012                                           660            660
     ------------------------------ --------------- ------------ ------------- ------------- -------------------
  UT - Box Elder County
                                      2013                          2,560                         2,560
    ------------------------------ --------------- ------------ ------------- ------------- -------------------
  TOTALS                                              6,192         4,585         14,149         24,926
  ------------------------------ --------------- ------------ ------------- ------------- -------------------
</TABLE>


     The types of leases represented in this table are comprised of
approximately 90 separate lease agreements and no one single lease is considered
a material component of our acreage position. Fee leases consist of acreage
leased from other individuals or companies that own the mineral rights
underlying that acreage position. State leases consist of mineral rights
underlying acreage controlled by the particular state where the acreage position
is located, while Federal leases consist of mineral rights underlying acreage
controlled by the Federal government and managed by the Bureau of Land
Management.


                                       8

<PAGE>



     Generally, the lease agreements provide that we pay an annual fee, called a
delay rental, to retain these leases until such time that a well has been
drilled and is producing from the leased lands. At that time, the leased lands
are considered to be "held by production" and the lease continues for as long as
oil and/or gas production continues. During the period that there is production,
we will pay the lessor a royalty based on the revenues received from production.
Generally, fee leases provide for royalties of 12.5% to 25%, and state and
federal leases provide for royalties of 12.5 %. If the leases do not become held
by production within the period set forth in the lease, or if the Company fails
to pay the required delay rental obligations, the lease terminates. Generally
fee leases have terms of three to five years, state leases have terms of five to
ten years and federal leases have terms of ten years. We can elect not to pay
the yearly delay rental fee, but the lease would terminate. We could elect not
to pay the delay rental fee if we did not believe an area was promising after
completing preliminary work or if we did not have sufficient funds. Our annual
aggregate delay rental obligations, if we desire to continue to keep all our
leases in effect, are as follows:

                        2003      $ 19,288
                        2004        23,082
                        2005        25,121
                        2006        26,401
                        2007        26,551
                        2008        26,551
                        2009        21,974
                        2010        18,396
                        2011         1,402



ITEM 3.  LEGAL PROCEEDINGS


     There are no legal proceedings filed, or to the Company's knowledge,
threatened against or involving the Company.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the year
ended December 31, 2002. However, on January 8, 2003, the Company's shareholders
holding 54.5%, approved by written consent, (i) a 8.25-for-1 forward stock split
("Forward Stock Split") of the issued and outstanding Common Stock, and (ii) an
amendment to the Company's articles of incorporation changing its name to
American Oil & Gas, Inc. No votes were withheld or cast against these actions,
and no broker non-votes were received.

                                       9
<PAGE>


     On January 10, 2003, the Company's board of directors, in reliance upon the
shareholders written consent, approved the Forward Stock Split and the amendment
to the Company's articles of incorporation to change its name. A certificate of
amendment to the Company's articles of incorporation was filed with the Nevada
Secretary of State on January 15, 2003.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock has traded on the OTC Bulletin Board under the
symbol "AOGI" since January 17, 2003, when the Company's shareholders effected a
forward stock split and name change. Although the Common Stock began trading on
the OTC-BB on December 14, 2000 under the symbol "DRGT," because no meaningful
trading market for the Company's Common Stock occurred until the fourth quarter
of 2002, the table below sets forth the high and low sales prices for the Common
Stock for only that quarter. The quotations below reflect inter-dealer prices,
without retail markup, markdown or commission and may not represent actual
transactions. All figures reflect an 8.25-for-1 forward stock split which became
effective on January 17, 2003.


         Year              Quarter          High              Low
         ----              -------          ----              ---
         2002              Fourth           $2.00             $0.25

Shareholders



     The Company is authorized to issue One Hundred Million (100,000,000) shares
of Common Stock. As of March 5, 2004, there were approximately 60 shareholders
of record holding and the number of beneficial owners of our common stock was
approximately 1,700.



Dividends on the Common Stock

     The Company has not declared a cash dividend on its Common Stock in the
last two fiscal years and the Company does not anticipate the payment of future
dividends. There are no other restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally imposed
by applicable state law.

Recent Sales of Unregistered Securities


     Subsequent to December 31, 2002, the Company engaged in an accredited
investors offering ("Offering") of shares of its common stock, $0.001 par value
("Common Stock"), at one dollar and twenty-five cents ($1.25) per share, which
Offering was made pursuant to exemptions from registration under the Securities


                                       10

<PAGE>



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. Pursuant to Rule 506,
seven (7) investors subscribed to purchase 1,864,000 shares of Common Stock and
paid the sum of $1.25 per share, for a total purchase price of $2,330,000. These
shares were sold without a general solicitation pursuant to Blue Sky limited
offering exemptions and were issued with a legend restricting resale. The
Company paid a commission of 6% for a total of $139,800 to a broker who
introduced the Company to these accredited investors, all of whom have no
affiliation with the Company and have had prior business relations with the
broker.

     On December 17, 2002, the Company sold the following shares of Common
Stock, each of which were valued at $0.25 per share in pre-split terms, were
issued to the following individuals, each of whom were unrelated to the Company,
in an arms length transaction, as consideration for past oil and gas related
operational and technical services rendered to the Company in connection with
the Company's transition into the oil and gas exploration and production line of
business. Note that the shares set forth below reflect the 8.25-for-1 forward
stock split effective on January 17, 2003.


Individual                                  Shares            Value of Services
----------                                  ------            -----------------
Joseph Merback                               49,500                $1,500
Moni Minhas                                 100,238                $3,038
Dr. R.M. Bustin                             100,238                $3,038
A.F (Abby) Badwi                             49,500                $1,500
Patrick D. O'Brien                          608,025               $18,425
Christopher P. O'Brien                       49,500                $1,500
Bobby G. Solomon                            608,025               $18,425
Kendell V. Tholstrom                        608,025               $18,425
Edward C. Arko                              150,150                $4,550
Wayne P. and Joan R. Neumiller              608,025               $18,425
Michael J. Neumiller                        608,025               $18,425
Neal P. Neumiller                           608,025               $18,425
Larry J. Linn                               100,238                $3,038
Andrew P. Calerich                          499,950               $15,150


     These shares were issued in reliance upon exemptions from registration,
including but not limited to, Section 4(2) and Regulation D. These shares were
offered without a general solicitation pursuant to limited offering exemptions
under state securities laws. The shares were issued with a legend restricting
resale.


                                       11

<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-looking Information


     This information statement 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 the Company believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. The Company is under no duty
to update any of the forward-looking statements after the date of this
information statement to conform such statements to actual results. The
foregoing management's discussion and analysis should be read in conjunction
with the Company's financial statements and the notes herein.



GENERAL


     The Company's operations for 2002 consisted of searching for a viable
merger or acquisition candidate. This search successfully concluded on January
17, 2003 when the Company executed a contract to acquire an undivided fifty
percent (50%) working interest in and to Tower and North Finn's undeveloped oil
and gas leases. From March 2003 through June 2003, the Company engaged in an
accredited investors offering ("Offering") of shares of its common stock, $0.001
par value ("Common Stock"), at one dollar and twenty-five cents ($1.25) per
share, which Offering 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.
Pursuant to Rule 506, seven (7) investors subscribed to purchase 1,864,000
shares of Common Stock and paid the sum of $1.25 per share, for a total purchase
price of $2,330,000. These shares were sold without a general solicitation
pursuant to limited offering exemptions under state securities laws and were
issued with a legend restricting resale. The Company then completed the
acquisition of the leases from Tower and North Finn. As a result of the
acquisition, the Company's business now revolves around the exploration,
production and sale of coal bed methane gas in Montana and Wyoming, and oil and
gas in Wyoming. As of December 31, 2002, the Company had not yet commenced full
business operations nor realized any revenues.


                                       12

<PAGE>


Strategic Alliance

     When the Company entered into the acquisition agreement on January 17,
2003, it not only secured oil and gas leases, but also formed a strategic
alliance with two highly experienced successful private partners - Tower
Colombia of Denver, Colorado and North Finn of Casper, Wyoming. Tower and North
Finn provide the Company with expertise in engineering, geology and finance in
the highly prolific Rocky Mountain area, which the Company believes will allow
it to take advantage of opportunities that arise in the oil & gas industry.
Additionally, one of Tower's principals, Pat O'Brien, has been appointed to the
Company's management.

Risks Associated with the Oil & Gas Industry and Operations

     The Company has a limited operating history in the oil and gas business and
it may not discover commercially productive reserves. The Company's future
success depends on its ability to economically locate oil and gas reserves in
commercial quantities. The Company's anticipated exploration and development
activities are subject to reservoir and operational risks. Even when oil and gas
is found in what is believed to be commercial quantities, reservoir risks, which
may be heightened in new discoveries, may lead to increased costs and decreased
production. These risks include the inability to sustain deliverability at
commercially productive levels as a result of decreased reservoir pressures,
large amounts of water, or other factors that might be encountered.

     The Company expects to maintain insurance against some, but not all, of the
risks associated with drilling and production in amounts that it believes to be
reasonable in accordance with customary industry practices. The occurrence of a
significant event, however, that is not fully insured could have a material
adverse effect on the Company's financial condition and results of operations.

         Oil and gas prices are volatile and an extended decline in prices could
hurt the Company's business prospects. The future profitability and rate of
growth and the anticipated carrying value of the Company's oil and gas
properties will depend heavily on then prevailing market prices for oil and gas.
The Company expects the markets for oil and gas to continue to be volatile. If
the Company is successful in establishing production, any substantial or
extended decline in the price of oil or gas could:

     -    have a material adverse effect on its results of operations;
     -    limit its ability to attract capital;
     -    make the formations it is targeting significantly less economically
          attractive;
     -    reduce its cash flow and borrowing capacity; and
     -    reduce the value and the amount of any future reserves.

                                       13

<PAGE>


     Various factors beyond the Company's control will affect prices of oil and
gas, including:

     -    worldwide and domestic supplies of oil and gas;
     -    the ability of the members of the Organization of Petroleum Exporting
          Countries to agree to and maintain oil price and production controls;
     -    political instability or armed conflict in oil or gas producing
          regions;
     -    the price and level of foreign imports;
     -    worldwide economic conditions; marketability of production;
     -    the level of consumer demand;
     -    the price, availability and acceptance of alternative fuels;
     -    the availability of processing and pipeline capacity, weather
          conditions; and
     -    actions of federal, state, local and foreign authorities.

     These external factors and the volatile nature of the energy markets make
it difficult to estimate future prices of oil and gas. In addition, sales of oil
and gas are seasonal in nature, leading to substantial differences in cash flow
at various times throughout the year.


PLAN OF OPERATION

     During the calendar year 2003, 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.

     We expect that our current cash position will be sufficient to fund our
cash requirements during the calendar year 2003, although we intend to continue
financing efforts to support our current and proposed oil and gas operations. 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 establish 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.


                                       14

<PAGE>



     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 of these projects, we anticipate spending as much as $4.0 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
wells (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 six additional wells over the next 12 months, at an
approximate net cost of $1.8 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.

     We anticipate that the commencement of our oil and gas drilling operations
in Montana and Wyoming will increase expenses materially and, if such operations
are successful, revenues.


RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the financial
statements included in this report. Comparisons made between reporting periods
herein may not be meaningful, as the Company became involved in the oil and gas
industry in 2003.


     There were no revenues for the fiscal years ended December 31, 2002 or
December 31, 2001. The Company anticipates that the commencement of its business
operations in Wyoming and Montana will, if such operations are successful, allow
the Company to generate its first revenues.

     The Company's operating loss increased to $149,216 for the year ended
December 31, 2002 as compared to $4,007 for the year ended December 31, 2001.
The increase in net loss is attributable to an increase in consulting fees
related to the Company's entry into the oil and gas industry.

     The Company incurred a consulting fees expense of $143,864 for the year
ended December 31, 2002 and reported no consulting fees expense for the year
ended December 31, 2001. During the Company's transition into the business of
oil and gas exploration and production, a number of individuals assisted in the
transition by providing oil and gas related operational and technical services


                                       15

<PAGE>



to the Company. These individuals were compensated for their services through
the issuance of the Company's restricted common stock. The shares of common
stock were valued at the market price of $0.25 per share in pre-split terms and
were issued to the individual, each of whom were unrelated to the Company, in an
arms length transaction.

     The Company incurred $4,056 and $2,450 in professional fees for the years
ended December 31, 2002 and 2001, respectively. Professional fees relate to
accounting and audit fees incurred during these respective years.

         Operating expenses incurred during December 31, 2002 and 2001 were
$1,296 and $1,557, respectively. These costs relate primarily to miscellaneous
general office type expenses.


LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2002, the Company's primary source of liquidity
included cash and cash equivalents of $83,516, as compared to $88,919 as of
December 31, 2001.

         The net loss from the Company's operating activities increased to
$5,352 for the year ended December 31, 2002 from $4,007 for the year ended
December 31, 2001.

     Shareholder's equity as of December 31, 2002, was $83,516, as compared to
$88,919 as of December 31, 2001. This decrease is largely due to an increase in
deficit accumulated during the development stage of $165,348 in the fiscal year
ended December 31, 2002 as compared to $16,081 for the same period in 2001.


     Subsequent to the calendar year ended December 31, 2002, the Company
effected the sale of 1,864,000 shares of its Common Stock in a private placement
pursuant to which the Company received approximately $2,330,000. The Company
intends to utilize these funds to support its current oil and gas business
operations in Montana and Wyoming, including the following:

     o    The drilling and technical evaluation of coal bed methane gas wells in
          the Powder River Basin of Wyoming;
     o    The acquisition of additional mineral rights;
     o    The lease or option and potential drilling of oil wells, also in the
          Powder River Basin of Wyoming; and
     o    The technical evaluation and potential drilling of coal bed methane
          gas wells in the Big Horn Basin of Montana.

     The Company expects to finance its operating requirements for the calendar
year 2003 through its current cash position and expected cash flow from oil and
gas properties. Effective July 9th, 2003, we began selling natural gas and
generating our first revenue from the first four wells drilled at the our coal
bed methane project in the Powder River Basin in Campbell County, Wyoming. These
four wells, all owned 100% by the Company, are currently providing operating
cash flow to the Company. We expect to connect an additional three wells here
during the fourth calendar quarter of 2003.


                                       16

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

     The Company's financial statements for the fiscal year ended December 31,
2002 are attached hereto beginning on page F-1.

                                       17

<PAGE>


CLYDE BAILEY P.C.
--------------------------------------------------------------------------------
                                                     Certified Public Accountant
                                                        10924 Vance Jackson #404
                                                        San Antonio, Texas 78230
                                                            (210) 699-1287(ofc.)
                                            (888) 699-1287  (210) 691-2911 (fax)

                                                                         Member:
                                                     American Institute of CPA's
                                                          Texas Society of CPA's

Board of Directors
American Oil & Gas Inc.
(formerly DrGoodTeeth.Com)

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I have audited the accompanying balance sheet of American Oil & Gas Inc.
(formerly DrGoodTeeth.Com) (Company), a development stage enterprise, as of
December 31, 2002 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows from February 15, 2000
(Inception) to December 31, 2002, for the period ended December 31, 2002 and
2001. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these statements based
on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2002
and the results of its operations and its cash flows for the periods ended
December 31, 2002 and 2001 and from February 15, 2000 (Inception) to December
31, 2002 in conformity with accounting principles generally accepted in the
United States.

                                                  Clyde Bailey P.C.


San Antonio, Texas
January 14, 2003


                                       F-1



<PAGE>


                             American Oil & Gas Inc.
                           (formerly DrGoodTeeth.Com)
                        (A Development Stage Enterprise)
                                  Balance Sheet
                             As of December 31, 2002



                                   A S S E T S
                                   -----------

     Current Assets
     --------------

                Total Current Assets                                  $  83,516
                                                                      ---------


                Total  Assets                                         $  83,516
                                                                      =========

                             L I A B I L I T I E S
                             ---------------------

     Current Liabilities
     -------------------
         Accounts Payable                                                  --
                                                                      ---------

                Total Current Liabilities                                  --
                                                                      ---------

                Total Liabilities                                          --


                     S T O C K H O L D E R S ' E Q U I T Y
                     -------------------------------------

         Common Stock                                                     4,575

         Additional Paid-in-Capital                                     244,289
         (Deficit) accumulated during the development stage            (165,348)

                Total Stockholders' Equity                               83,516
                                                                      ---------

                Total Liabilities and Stockholders' Equity            $  83,516
                                                                      =========








                 See accompanying notes to Financial Statements.

                                       F-2




<PAGE>
<TABLE>
<CAPTION>


                                                      American Oil & Gas Inc.
                                                    (formerly DrGoodTeeth.Com)
                                                  (A Development Stage Enterprise)
                                                      Statement of Operations


                                                  -------------------------------------------------------------
                                                         For the Period Ended                 From Inception to
                                                 December 31, 2002     December 31, 2001      December 31, 2002
                                                 --------------------------------------------------------------


Revenues:
---------
<S>                                                <C>                    <C>                    <C>
       Revenues                                    $      --              $      --              $      --
                                                   ---------------------------------------------------------

            Total Revenues                                --                     --                     --


Expenses:
---------
       Professional Fees                                 4,056                  2,450                 17,378
       Consulting Fees                                 143,864                   --                  143,864
       Operating Expenses                                1,296                  1,557                  4,106
                                                   ---------------------------------------------------------
            Total Expenses                             149,216                  4,007                165,348
                                                   ---------------------------------------------------------
            Net loss from Operations                  (149,216)                (4,007)              (165,348)


Provision for Income Taxes:
---------------------------
       Income Tax Benefit                                 --                     --                     --

            Net Income (Loss)                      $  (149,216)           $    (4,007)           $  (165,348)
                                                   =========================================================

Basic and Diluted Earnings Per Common Share        $    (0.037)           $    (0.001)           $    (0.041)
                                                   ---------------------------------------------------------

Weighted Average number of Common Shares             4,023,977              4,000,000              4,008,340
    used in per share calculations                 =========================================================



                                           See accompanying notes to Financial Statements.

                                                               F-3


<PAGE>


                                                      American Oil & Gas Inc.
                                                    (formerly DrGoodTeeth.Com)
                                                  (A Development Stage Enterprise)
                                                 Statement of Stockholders' Equity
                                                      As of December 31, 2002



                                                             $0.001            Paid-In         Accumulated      Stockholders'
                                          Shares            Par Value           Capital           Deficit           Equity
                                        ----------         -----------        ----------       -----------      ------------

Balance, February 15, 2000                    --           $     --           $     --          $     --           $     --

Stock Issued                             4,000,000              4,000            101,000              --              105,000

Net Income  (Loss)                                                                                 (12,125)           (12,125)
                                        ----------         ----------         ----------        ----------         ----------

Balance December 31, 2000                4,000,000         $    4,000         $  101,000        $  (12,125)        $   92,875

Net Income  (Loss)                                                                                  (4,007)            (4,007)
                                        ----------         ----------         ----------        ----------         ----------

Balance December 31, 2001                4,000,000         $    4,000         $  101,000        $  (16,132)        $   88,868

Shares Issued for Services                 575,450                575            143,289                           $  143,864


Net Income  (Loss)                                                                                (149,216)          (149,216)
                                        ----------         ----------         ----------        ----------         ----------

Balance December 31, 2002                4,575,450         $    4,575         $  244,289        $ (165,348)        $   83,516
                                        ==========         ==========         ==========        ==========         ==========




                                              See accompanying notes to Financial Statements.

                                                                  F-4





<PAGE>


                                                      American Oil & Gas Inc.
                                                    (formerly DrGoodTeeth.Com)
                                                 (A Development Stage Enterprise)
                                                      Statement of Cash Flows


                                                   -----------------------------------------------------------
                                                            For the Period Ended             From Inception to
                                                   Dec 31, 2002           Dec 31, 2001       December 31, 2002
                                                   -----------------------------------------------------------

Cash Flows from Operating Activities:

       Net Income (Loss)                             $(149,216)            $  (4,007)            $(165,348)
       Stock Issued for Services                       143,864                  --                 143,864
                                                     -----------------------------------------------------

Net Cash Provided from Operating Activities             (5,352)               (4,007)              (21,484)
                                                     -----------------------------------------------------


Cash Flows from Investing Activities:

       Other Assets                                       --                    --                    --
                                                     -----------------------------------------------------

Net Cash Used in Investing Activities                     --                    --                    --
                                                     -----------------------------------------------------


Cash Flows from Financing Activities:

       Common Stock                                       --                    --                 105,000
                                                     -----------------------------------------------------

Net Cash Provided from Financing Activities               --                    --                 105,000
                                                     -----------------------------------------------------


Net Increase in Cash                                    (5,352)               (4,007)               83,516
                                                     -----------------------------------------------------

Cash Balance,  Begin Period                          $  88,868                92,875                  --
                                                     -----------------------------------------------------

Cash Balance,  End Period                            $  83,516             $  88,868             $  83,516
                                                     =====================================================


Supplemental Disclosures:
       Cash Paid for interest                        $    --               $    --               $    --
                                                     =====================================================

       Cash Paid for income taxes                    $    --               $    --               $    --
                                                     =====================================================

       Shares Issued For Services                    $ 143,864             $    --               $ 143,864
                                                     =====================================================


                             See accompanying notes to Financial Statements.

                                                  F-5
</TABLE>

<PAGE>



                             American Oil & Gas Inc.
                           (formerly DrGoodTeeth.Com)
                          Notes to Financial Statements


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Organization
------------

American Oil & Gas Inc. (formerly DrGoodTeeth.Com) ("the Company") was
incorporated under the laws of the State of Nevada on February 15, 2000 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. The company has a total
of 100,000,000 authorized shares with a par value of $.001 per share and with
4,575,450 shares issued and outstanding as of December 31, 2002. The Company
effected a name change on January 17, 2003 from DrGoodTeeth.Com to American Oil
& Gas Inc. These financial statements reflect this change.

Development Stage Enterprise
----------------------------

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.

Federal Income Tax
------------------

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

                                       F-6

<PAGE>


Earnings per Common Share
-------------------------

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid debt instruments with a maturity of
three months or less at the time of purchase to be cash equivalents. Cash and
cash equivalents consist of checking accounts and money market funds.

Fair Value of Financial Instruments
-----------------------------------

The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and payable, accrued and other current
liabilities and current maturities of long-term debt approximate fair value due
to their short maturity.

Consulting Fees Expense
-----------------------

During the Company's transition into the business of oil and gas exploration and
production, a number of individuals assisted in the transition by providing oil
and gas related operational and technical services to the Company. These
individuals were compensated for their services through the isssuance of the
Company's restricted common stock. Accordingly, the Company reported consulting
fees expense of $143,864 for the year ended December 31, 2002. The shares of
common stock were valued at the market price of $0.25 per share in pre-split
terms and were paid to each individual, each of whom were unrelated to the
Company, in an arms length transaction.

Recent Accounting Pronouncements
--------------------------------

In June 2001, the FASB issued SFAS No.143, "Accounting for Asset Retirement
Obligations". 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. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not expect that there will be a
material impact from the adoption of SFAS No. 143 on its financial position,
results of operations, or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. It supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of", and the accounting and reporting
provisions of Accounting Principles Board Statement ("APB") 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and

                                       F-7
<PAGE>


Transactions", for the disposal of a segment of a business. The Company is
required to adopt SFAS No. 144 on October 1, 2002. The Company does not expect
that the adoption of SFAS No. 144 will have a material effect on its financial
position, results of operations or cash flows.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 requires the classification of gains and losses from
extinguishments of debt as extraordinary items only if they meet certain
criteria for such classification in APB No. 30, "Reporting the Results of
Operations, Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions". Any
gain or loss on extinguishments of debt classified as an extraordinary item in
prior periods that does not meet the criteria must be reclassified to other
income or expense. These provisions are effective for fiscal years beginning
after May 15, 2002. Additionally, SFAS No. 145 requires sale-leaseback
accounting for certain lease modifications that have economic effects similar to
sale-leaseback transactions. These lease provisions are effective for
transactions occurring after May 15, 2002. The Company does not expect the
adoption of SFAS No. 145 to have a material effect on its financial position,
results of operations or cash flows.

In July 2002, the FASB issued SFAS No. 146 , "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 replaces "Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)". SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The Company does not expect the adoption of SFAS No. 146 to have a
material effect on its financial position, results of operations or cash flows.

NOTE 2 - COMMON STOCK
---------------------

In 2000, a total of 2,000,000 shares of stock were issued pursuant to a stock
subscription agreement for $0.025 per share for a total of $5,000 to the
original officers and directors.

In 2000, the Company effected a sale of 2,000,000 shares of its common stock
pursuant to Rule 504 under the Securities Act of 1933, and a registered offering
with the State of Nevada. These shares were sold at $.05 per share and the funds
were used for website design and for working capital.

                                       F-8

<PAGE>


On December 17, 2002, the Company issued 575,450 shares of its common stock to
14 individuals for services. The stock was valued at the fair market value of
$.25 per share which was the price as quoted on the OTC-Bulletin Board.

NOTE 3 - RELATED PARTIES
------------------------

On January 17, 2003, the Company executed a Purchase and Sale Agreement
("Agreement") in an arms-length transaction, with Tower Colombia Corporation, a
Colorado corporation ("Tower"), and North Finn, LLC, a Wyoming limited liability
company ("North Finn"), to acquire an undivided fifty percent (50%) working
interest in certain undeveloped oil and gas leases. After the closing of the oil
and gas property acquisition in February 2003, Patrick O'Brien and Kendell
Tholstrom were appointed as directors of the Company. Mr. O'Brien and Mr.
Tholstrom also serve as executive officers and/or directors of Tower. Tower and
North Finn actively pursue exploration and development independent of the
Company. Tower and North Finn entered into a Participation Agreement with the
Company on January 17, 2003, whereby they agreed to provide American the right
to participate, on an equal basis, in any financing transaction regarding an oil
and/or gas exploration and/or production asset, or acquisition or disposition of
oil and/or gas exploration and/or production assets that becomes available to
them. During December 2002, Mr. O'Brien and Mr. Tholstrom became shareholders of
the Company when they each received 608,025 shares of the Company's common stock
as compensation for oil and gas technical and operational services, each of
which accounted for approximately 1.5% of the then outstanding shares.

Other than the above discussion, the Company has no significant related party
transactions and/or relationships with any individuals or entities.

NOTE 4 - INCOME TAXES
---------------------

Deferred taxes are classified as current or non-current, depending on the
classification of the assets and liabilities to which they relate. Deferred
taxes arising from timing differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the timing differences are expected to reverse.

NOTE 5 - SUBSEQUENT EVENTS
--------------------------

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

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

                                       F-9

<PAGE>


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

In addition, as part of the Agreement, the Company has agreed to purchase all of
Tower and North Finn's 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 North 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.

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.

On January 27, 2003, the Company announced a reorganization and name change to
American Oil & Gas Inc. from DrGoodTeeth.com Inc. Also effective on January 17,
2003 a 8.25 to 1 forward split was announced.

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.

Note 6 - Financial Commitments
------------------------------

         In conjunction with the January 17, 2003 Agreement to purchase a 50%
interest in certain oil and gas leases, The Company has agreed to purchase, from
Tower and North 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 North 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 the
Company expects to occur during the third calendar quarter of 2003.

         The Company was also granted an option by Tower/Finn to purchase an
undivided 28% of 8/8ths interest in and to a Minnelusa oil prospect to be
drilled by Tower/Finn in Campbell County, Wyoming. The initial exploratory well
under this option was subsequently drilled and abandoned; accordingly, the
Company will not exercise its option to purchase.


                                      F-10




<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     There have been no changes in or disagreements with the Company's principal
independent accountant during the two most recent fiscal years or any later
interim period.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors, Executive Officers and Control Persons


         Name                       Age              Position(s) and Office(s)
         ----                       ---              -------------------------
         Patrick O'Brien            54               CEO and Chairman
         Andrew P. Calerich         39               President and CFO
         Alan Gelfand               43               Secretary and Director
         Dr. R. M. Bustin           50               Treasurer and Director
         Joseph Merback             66               Director (resigned
                                                     November 17, 2003)
         Kendell Tholstrom          57               Director
         M.S. ("Moni") Minhas       48               Director

     Patrick D. O'Brien has served as President, CEO and as a director of the
Company since February 19, 2003. Mr. O'Brien is also chief executive officer,
president, co-founder and a director of Tower Colombia Corporation and splits
his time equally between the two entities. Prior to co-founding Tower Colombia
Corporation in 1995. Mr. O'Brien co-founded Tower Energy in 1984 and co-founded
Tower Drilling Company in 1980. Mr. O'Brien began his career in the oil and gas
industry with the Dowell Division of Dow Chemical Company where he engineered
and supervised all phases of well stimulation and cementing. He joined the
Colorado Interstate Gas Company in 1974 where he was responsible for the design,
acquisition and development of company-owned gas storage fields. In 1980, Pat
joined Montana Power Company as Senior Petroleum Engineer with the
responsibility for design, long-range planning and performance economics for its
exploration and development programs. Mr. O'Brien has spent over 25 years
working in the Powder River Basin. Mr. O'Brien received his Bachelor of Science
in Petroleum Engineering from the Montana College of Mineral and Science and
Technology.


                                       18

<PAGE>



     Andrew P. Calerich, has served as President and CFO since July 17, 2003.
Mr. Calerich has over twelve years of public company oil and gas finance
experience in a variety of capacities for various companies. Most recently, Mr.
Calerich served as Vice President and Chief Financial Officer for PYR Energy
Corporation. During his six years at PYR, he assisted in raising in excess of
$40 million in capital through various financings and in moving the listing and
trading of PYR's common stock from the OTC to the American Stock Exchange. From
1993 to 1997, Mr. Calerich was a business consultant specializing in accounting
and finance for public and private oil and gas producers in Denver. From 1990 to
1993, Mr. Calerich was employed as corporate Controller at a public oil and gas
exploration and production company. Mr. Calerich began his professional career
in public accounting with an international accounting firm. Mr. Calerich is a
Certified Public Accountant and earned B.S. degrees in both Accounting and
Business Administration at Regis College, in Denver. Mr. Calerich will be
responsible for the daily operations of American.


     Alan Gelfand has served as a director of the Company since December 13,
2002. Prior to becoming a director of the Company, Mr. Gelfand was a stockbroker
from 1987 until December 2002. Between May 1991 and January 1993, Mr. Gelfand
founded and operated the first on-hill photography company in Whistler, B.C.,
Canada. Prior to 1987, he had worked as an entrepreneur by co-owning and
operating a 15,000 sq. ft. flea market, and operating a small corporate
incentive gift company. He graduated from Simon Fraser University with a
Bachelor of Business Administration in 1982.


     Dr. R. M. Bustin has served as a director of the Company since December 13,
2002. Dr. Bustin will guide the evaluation of coalbed methane, shallow gas and
unconventional gas for American Oil and Gas Inc. Dr. Bustin is Professor of
Petroleum and Coal Geology in the Department of Earth and Ocean Sciences at the
University of British Columbia and President of RMB Earth Science Consultants.
Dr. Bustin received his Ph.D. in Geology in 1980 from the University of British
Columbia and is a registered Professional Geoscientist in the Province of
British Columbia. Dr. Bustin has over 30 years experience in the petroleum
sector, including employment by Mobil Oil Canada and Gulf Canada Resources prior
to joining the faculty at the University of British Columbia. Dr. Bustin has
published over 150 scientific articles on fossil fuels. He is or has been an
Associate Editor of the Canadian Society of Petroleum Geology Bulletin,
Sedimentary Geology, the International Journal of Coal Geology and the Canadian
Journal of Earth Sciences. He is a member of the AAPG, TSOP and GSA. Dr. Bustin
is a past recipient of the Al Levorsen Memorial Award from the AAPG and received
the Reinhardt Thiessen Medal Award from the International Committee for Coal
Petrography in 2002 for his contributions to coal sciences and organic
petrology. Dr. Bustin is President of RMB Earth Science Consultants, a company

                                       19

<PAGE>


specializing in the evaluation of unconventional gas resources. Dr. Bustin is
also a principal and technical advisor to CBM Solutions Ltd., one of North
America's largest service and technical support companies in the coalbed methane
and gas shale industry.


     Kendell V. Tholstrom has served as a director of the Company since February
19, 2003. Mr. Tholstrom is on the board of directors and manages operations for
Tower Colombia Corporation. Prior to joining Tower Colombia Corporation in 1995,
he served as Vice President/General Manager for Presidio Oil Company from 1986
to 1995. His responsibilities included the day-to-day management of 35 office
employees and 40 field employees. Mr. Tholstrom worked at Sabine Corporation, an
oil and gas exploration and production company, from 1982 to 1986 as Division
Operations Manager. He worked at Terra Resources 1977 to 1986 in various
engineering and management positions and ARCO Oil & Gas from 1970 to 1972. Mr.
Tholstrom is a Registered Professional Engineer in Colorado and has 30 years of
petroleum industry experience. Mr. Tholstrom received a B.S. in Petroleum
Engineering in 1968 and an M.S. in Petroleum Engineering in 1970 from the
Montana College of Mineral Science and Technology.

     Joseph H. Merback served as a director of the Company from February 19,
2003 until his resignation on November 17, 2003. Mr. Merback has been an active
securities broker with Western International since 2000, and with Blair Foster
since 1993. Mr. Merback is a seasoned oil and gas investment banker and has
participated in financing many public oil and gas entities as well as several
public biotech companies. Mr. Merback has extensive experience as an
entrepreneurial CEO of Wilder Industries, a Philadelphia based wholesale paper
distribution and paper and paper board converting company, for over twenty years
until 1988 when Mr. Merback sold Wilder Industries to Case Paper of New York. He
co-founded and was actively involved in the strategic planning and the marketing
strategy for Specialty Industries of Red Lion, PA, which specialized in
packaging for the electronics industry. While Mr. Merbach, served as Executive
VP and Secretary, Specialty Industries grew from a startup to a company with
over $50 million per year in revenues. He sold his interest in Specialty
Industries in 1988. Mr. Merback earned a Bachelor of Science from Temple
University where he led the Beta Gamma Sigma Honor Society. He has actively
funded athletic scholarships at Temple where he participated in the basketball
program.

     M.S. (Moni) Minhas has served as a director of the Company since February
19, 2003. Mr. Minhas is a private businessman and consultant who has, over the
last eight years, served as a consultant to Quantel Engineering, PanCanadian
Petroleum Limited, Talisman Energy, Abu Dhabi National Oil Company (ADNOC),
Petronas National Oil Company (Malaysia), Pertamina National Oil Company
(Indonesia), ARCO and Wascana, assisting in the optimization of their reserve
production and the development of their properties. From 1980 to 1995 he was
employed by PanCanadian Petroleum Ltd. (now EnCana Corporation) eventually
serving in senior supervisory, administrative and management positions. Mr.
Minhas was responsible for the development of major oil and gas properties in
partnership with multinational corporations, and also served as Supervisor for
Production Revenue Department in the Reservoir/Exploitation Department, as
Leader of the Reserves Task Force, and as a Project Engineer/Manager. Mr. Minhas
received a Bachelor of Science in Petroleum Engineering from University of
Calgary, Alberta.


                                       20

<PAGE>


     Compliance with Section 16(a) of the Exchange Act

     Based solely upon a review of Forms 3, 4 and 5 furnished to the Company,
the Company is not aware of any person who at any time during the fiscal year
ended December 31, 2002, was a director, officer, or beneficial owner of more
than ten percent of the Common Stock of the Company, and who failed to file, on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year, except for Alan Gelfand and Dr. R.M. Bustin who
were both appointed directors of the Company on December 13, 2002 and reported
such appointments on Form 3 filings on January 29, 2003.

ITEM 10. EXECUTIVE COMPENSATION

     No compensation in excess of $100,000 was awarded to, earned by, or paid to
any executive officer of the Company during the fiscal years 2002, 2001 and
2000. The following table provides summary information for the years 2002, 2001
and 2000 concerning cash and noncash compensation paid or accrued by the Company
to or on behalf of the Company's chief executive officer.

<TABLE>
<CAPTION>

                                                 SUMMARY COMPENSATION TABLES
                                      -------------------------------------------
                                                 Annual Compensation
                                      -------------------------------------------
  ----------------------------------------------------------------------------------------------------------
           Name and                                                                         Other Annual
        Principal Position       Year         Salary ($)           Bonus ($)                Compensation ($)
  ----------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                  <C>                         <C>
    Alan Gelfand, President     2002            -0-                  -0-                         -0-
  ----------------------------------------------------------------------------------------------------------
      Anchana Chayawatana,
         President              2002            -0-                  -0-                         -0-
   ---------------------------------------------------------------------------------------------------------
     Anchana Chayawatana,
           President            2001           - 0 -                 -0-                         -0-
    --------------------------------------------------------------------------------------------------------
     Anchana Chayawatana,
           President            2000           - 0 -                 -0-                         -0-
  ----------------------------------------------------------------------------------------------------------


                                       21
<PAGE>

                                   ------------------------------------------------------------
                                                     Long Term Compensation
                                   ------------------------------------------------------------
                                                       Awards                     Payouts
                                   ------------------------------------------------------------

                                         Restricted          Securities             LTIP             All Other
    Name and Principal                    Stock          Underlying Options/       Payouts        Compensation
         Position            Year       Award(s)($)            SARs(#)                ($)              ($)
----------------------------------------------------------------------------------------------------------------
 Alan Gelfand, President     2002         -0-                    -0-                  -0-              -0-
----------------------------------------------------------------------------------------------------------------
   Anchana Chayawatana,
        President            2002         -0-                    -0-                  -0-              -0-
----------------------------------------------------------------------------------------------------------------
   Anchana Chayawatana,
        President            2001         -0-                    -0-                  -0-              -0-
----------------------------------------------------------------------------------------------------------------
   Anchana Chayawatana,
        President            2000         -0-                    -0-                  -0-              -0-
</TABLE>

Director Compensation

     The Company's directors are not compensated for any meeting of the board of
directors that they attend, but they are entitled to $1,000 per day for travel
expenses.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS



     The following table sets forth certain information concerning the ownership
of the Company's Common Stock as of March 5, 2004, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. The number of shares listed as
beneficially owned in the following table reflect the forward stock split of
8.25-for-1 of the Company's issued and outstanding common stock which became
effective on January 17, 2003. As of March 5, 2004, there were 24,388,702 shares
of Common Stock issued and outstanding.


                                       22


<PAGE>
<TABLE>
<CAPTION>



-----------------------------------------------------------------------------------------------------
                                                                 Amount and
       Title of Class                 Name and Address        Nature of Beneficial        Percent of
                                    of Beneficial Owner          Ownership(1)              Class (2)
-----------------------------------------------------------------------------------------------------
                                     Executive Officers
                                        and Directors
-----------------------------------------------------------------------------------------------------
<S>                                                           <C>                        <C>
 Common Stock ($0.001 par              Patrick O'Brien            608,025                    2.5%
          value)                    1050 17th St., Suite 710
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
 Common Stock ($0.001 par            Andrew P. Calerich (3)       999,950                   4.1%
          value)                    1050 17th St., Suite 710
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
  Common Stock ($0.001 par               Alan Gelfand             100,238                Less than
          value)                    1050 17th St, Suite 710                                  1%
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
 Common Stock ($0.001 par                R.M. Bustin              100,238                Less than
          value)                    1050 17th St., Suite 710                                1%
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
 Common Stock ($0.001 par              Kendell Tholstrom          608,025                   2.5%
          value)                    1050 17th St., Suite 710
                                         Denver, CO 80265
-----------------------------------------------------------------------------------------------------
 Common Stock ($0.001 par             Joseph Merback (4)           49,500               Less than
          value)                    1050 17th St., Suite 710                                1%
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
 Common Stock ($0.001 par            M.S. ("Moni") Minhas         100,238               Less than
          value                   1050 17th St., Suite 710                                  1%
                                        Denver, CO 80265
-----------------------------------------------------------------------------------------------------
                                     Directors and Executive    2,566,214                 10.5%
       Common Stock                  Officers as a  Group
   ($0.001 par value)                   (7 individuals)
-----------------------------------------------------------------------------------------------------

</TABLE>

(1)  The number of shares and the percentage of the class beneficially owned by
     the entities above is determined under rules promulgated by the SEC and the
     information is not necessarily indicative of beneficial ownership for any
     other purpose. Under such rules, beneficial ownership includes any shares
     as to which the individual has sole or shared voting power or investment
     power and also any shares which the individual has the right to acquire
     within 60 days through the exercise of any stock option or other right. The
     inclusion herein of such shares, however, does not constitute an admission
     that the named stockholder is a direct or indirect beneficial owner of such
     shares. Unless otherwise indicated, each person or entity named in the
     table has sole voting power and investment power (or shares such power with
     his or her spouse) with respect to all shares of capital stock listed as
     beneficially owned by such person or entity.


(2)  Percentages are based upon the total 24,388,702 outstanding shares of
     Common Stock combined with the number of shares of Common Stock
     beneficially owned by each person or entity.



                                       23

<PAGE>



(3)  Includes 250,000 shares to be paid to Mr. Calerich for continued employment
     through July 1, 2004 and 250,000 shares to be paid to Mr. Calerich for
     continued employment through July 1, 2005.

(4)  Mr. Merback resigned as director effective November 17, 2003.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     On January 17, 2003, the Company executed a Purchase and Sale Agreement
("Agreement") that was negotiated at arms-length, with Tower Colombia
Corporation, a Colorado corporation ("Tower"), and North Finn, LLC, a Wyoming
limited liability company ("North Finn"), to acquire an undivided fifty percent
(50%) working interest in certain undeveloped oil and gas leases. The Company
believes that the terms of the transaction were fair to the Company. Patrick
O'Brien and Kendell Tholstrom are directors of the Company and also serve as
executive officers and/or directors of Tower. Mr. O'Brien is chief executive
officer, president and a director of Tower. Tower and North Finn actively pursue
exploration and development independent of the Company. However, Tower, North
Finn and the principals of each entity entered into a Participation Agreement
with the Company on January 17, 2003, whereby they agreed to provide American
the right to participate, on an equal basis, in any financing transaction
regarding an oil and/or gas exploration and/or production asset, or acquisition
or disposition of oil and/or gas exploration and/or production assets that
becomes available to them.



ITEM 13. 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 22 of this Form
     10-KSB, which is incorporated herein by reference.

(2)  No reports on Form 8-K were filed on the Company's behalf during the
     quarter ended December 31, 2002.

(3)  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.


(4)  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.


ITEM 14. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
person performing functions similar to that of a Chief Financial Officer of the
Company, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon the evaluation, the Company's Chief Executive Officer and the person
performing functions similar to that of a Chief Financial Officer of the Company
concluded that the Company's disclosure controls are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.

                                       24

<PAGE>


                                   SIGNATURES


     In accordance with Section 13 or 15(d) 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/ Andrew P. Calerich
                                                   -----------------------------
                                                      Andrew P. Calerich
                                                     President and CFO



     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Signature                              Title                         Date
---------                              -----                         ----


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

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

/s/ Alan Gelfand
----------------------------
Alan Gelfand                      Director                       March 10, 2004

/s/  Dr. R. M. Bustin
----------------------------
Dr. R. M. Bustin                  Treasurer and Director         March 10, 2004

/s/ Kendell Tholstrom
----------------------------
Kendell Tholstrom                 Secretary and Director         March 10, 2004


-----------------------------
M.S. ("Moni") Minhas              Director


                                       25




<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NO.                           DESCRIPTION


3(i)       *      Articles of Incorporation of the Company.
                  (Incorporated by reference from the
                  Company's Form 10-SB, file number 000-31547,
                  filed on September 18, 2000.)

3(ii)      *      Bylaws of the Company (as revised on December 12, 2002)
                  (Incorporated by reference from the Company's Form 10-KSB/A,
                  filed on November 18, 2003.)

10(i)      *      January 17, 2003 Purchase and Sale Agreement by and between
                  the Company, Tower Colombia Corporation and
                  North Finn, LLC. (Incorporated by reference
                  from the Company's Form 8-K, filed on February 3, 2003.)

10(ii)     *      January 17, 2003 Participation Agreement by and between the
                  Company, Tower, North Finn, and the principals of Tower and
                  North Finn. (Incorporated by reference from the Company's
                  Form 10-KSB for the calendar ending December 31, 2002, filed
                  on March 31, 2003.)

10(iii)    *      Model Form Operating Agreement dated February 18, 2003
                 (Incorporated by reference from the Company's Form 10-KSB/A,
                  filed on November 18, 2003.)

99.1              Certification of Chief Executive Officer of American Oil &
                  Gas, Inc., pursuant to 18 U.S.C. section 1350.

99.2              Certification of Chief Financial Officer of American Oil &
                  Gas, Inc., pursuant to 18 U.S.C. section 1350.



* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.


                                       26

<PAGE>


                                  CERTIFICATION

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

     1. I have reviewed this Annual Report on Form 10-KSB/A2 for the fiscal year
ended December 31, 2002 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


                                       27

<PAGE>


                                  CERTIFICATION

     I, Andrew P. Calerich, certify that:

     1. I have reviewed this Annual Report on Form 10-KSB/A2 for the fiscal year
ended December 31, 2002 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


                                       28