UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: February 18, 2003
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AMERICAN OIL & GAS, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
0-31547 88-0451554
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(Commission File Number) (IRS Employer Identification Number)
950 Stafford Street, Casper, Wyoming 82609
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(Address of principal executive offices)
(307) 265-6669
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On February 18, 2003, American Oil & Gas, Inc. (the "Company") acquired a
significant amount of assets when it closed the January 17, 2003 Purchase and
Sale Agreement ("Agreement") with Tower Colombia Corporation, a Colorado
corporation ("Tower"), and North Finn, LLC, a Wyoming limited liability company
("Finn"). As a result of the Agreement, the Company acquired an undivided fifty
percent (50%) working interest in and to the following undeveloped leases:
- 18,000 gross acres in a coalbed methane prospect ("Bear Creek
Prospect") in Carbon County, Montana;
- 22,000 gross acres in a multi-zone oil and gas prospect ("Krejci
Prospect") in Niobrara County, Wyoming; and
- Certain coal bed methane ("CBM") leases in the Powder River Basin in
North Eastern Wyoming.
The purchase price for the above interests was $815,365. At Closing on
February 18, 2003, $400,000 was paid by the Company, and the remaining $415,365
is due to be paid by the Company on or before Friday, April 30, 2003.
The Company also agreed to purchase one hundred percent (100%) of Tower
and Finn's working interest in certain leases including up to ten (10) CBM wells
that are either drilled or scheduled to be drilled.
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. Tower and Finn currently have a forty percent (40%)
working interest in the prospect and are committed to drill the initial
exploratory well and take all of the dry hole risk associated with the forty
percent (40%) working interest. If the initial well is successful, the Company
has the option to participate in the newly discovered field by reimbursing the
out of pocket expenses incurred by Tower and Finn and giving them a 12% carried
working interest in the project. If the well is dry, the Company will have no
dry hole exposure or expense on the prospect.
Patrick O'Brien and Kendell Tholstrom were appointed as directors of the
Company on February 19, 2003. Mr. O'Brien also serves as president and a
director of Tower, and Mr. Tholstrom serves as secretary and a director of
Tower. There is no material relationship between the Company and Finn.
Item 7. Financial Statements and Exhibits.
(a) Providing the required financial statements and the pro forma
financial information associated with Item 2 above is impracticable
for the Company at this time. The financial statements and the pro
forma financial information will be filed by an amendment to this
Form 8-K report no later than 60 days after the date this report
must be filed.
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(b) The Exhibit Index preceding the exhibit is located on page 4 and
incorporated herein by reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated this 4th day of March, 2003.
American Oil & Gas, Inc.
By: /s/ Patrick O'Brien
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Patrick O'Brien, President
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
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10 * January 17, 2003 Purchase and Sale Agreement by and
among American Oil & Gas, Inc., Tower Colombia
Corporation, and North Finn, LLC.
* Previously filed as an exhibit to the Company's Form 8-K filed on February 3,
2003 and incorporated herein by reference from the referenced filing previously
made by the Company.
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