EXHIBIT 14(i)



                            AMERICAN OIL & GAS, INC.


                                 CODE OF ETHICS



              Principles Governing Professional and Ethical Conduct



     It is the policy of American Oil & Gas, Inc. (the "Company") that the
Company's Chief Executive Officer, Chief Financial Officer, principal accounting
officer and controller (or persons performing similar functions) adhere to,
advocate and promote the following principles:

     o    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     o    Full, fair, accurate, timely and understandable disclosure in reports
          and documents that the Company files with, or submits to, the SEC and
          other public communications made by the Company; and

     o    Compliance with laws, rules and regulations applicable to the Company.

Reporting and Treatment of Violations

     Persons who become aware of suspected violations of this Code should report
such suspected violations promptly to the Chief Executive Officer, the Chief
Financial Officer or either of them (the "Compliance Officer"), who will forward
such report to the Company's Audit Committee of the Board of Directors. To
assist in the response to or investigation of the alleged violation, the report
to the Compliance Officer should contain as much specific information as
possible to allow for proper assessment of the nature, extent and urgency of the
alleged violation. Without limiting the foregoing, the report should, to the
extent possible, contain the following information:

     o    the alleged event, matter or issue that is the subject of the alleged
          violation;

     o    the name of each person involved;

     o    if the alleged violation involves a specific event or events, the
          approximate date and location of each event; and

     o    any additional information, documentation or other evidence available
          relating to the alleged violation.

     The Audit Committee shall have the power to monitor, investigate, make
determinations and recommend action to the Board of Directors with respect to
violations of this Code. In determining whether a violation of this Code has
occurred, the Audit Committee may take into account the nature and severity of
the violation;

<PAGE>


     o    whether the violation was a single occurrence or involved repeated
          occurrences;

     o    whether the violation appears to have been intentional or inadvertent;

     o    whether the person in question had been advised prior to the violation
          as to the proper course of action;

     o    whether the person in question had committed other violations in the
          past; and

     o    such other facts and circumstances as the Audit Committee shall deem
          advisable in the context of the alleged violation.

Consequences of Violations

     If a violation is substantiated, the Board of Directors, upon the
recommendation of the Audit Committee, may impose such sanctions or take such
actions as it deems appropriate, including, but not limited to, the following:

     o    Disciplinary action (including censure, re-assignment, demotion,
          suspension or termination);

     o    Pursuit of any and all remedies available to the Company for any
          damages or harm resulting from a violation, including injunctive
          relief; and

     o    Referral of matters to appropriate legal or regulatory authorities for
          investigation and prosecution.

Requests for Waivers and Changes in Code

     A waiver of a provision of this Code shall be requested whenever there is
reasonable likelihood that a contemplated action will violate the Code. Any
waiver (including an implicit waiver) that constitutes a material departure from
a provision of this Code shall be publicly disclosed on a timely basis, to the
extent required by applicable rules and regulations of the SEC. In addition, any
amendments to this Code (other than technical, administrative or other
non-substantive amendments) shall be publicly disclosed on a timely basis, to
the extent required by applicable rules and regulations of the SEC.