UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
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 April 28, 2003, American Oil & Gas, Inc. (the "Company") paid $415,365
to Tower Columbia Corporation, ("Tower"), and North Finn, LLC, ("Finn"), in
fulfillment of its obligations under a January 17, 2003 Purchase and Sale
Agreement. Pursuant to the Agreement, the Company acquired an undivided fifty
percent (50%) working interest in and to undeveloped coalbed methane and oil and
gas leases in Montana and Wyoming.
Pursuant to the Agreement, 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, and
was granted an option to purchase an undivided 28% of 8/8ths interest in and to
a Minnelusa oil prospect in Campbell County, Wyoming.
Item 7. Financial Statements and Exhibits.
A. As the oil and gas assets acquired in the January 17, 2003 Purchase
and Sale Agreement are non-producing and do not have any operating
results, separate financial statements for the assets are not
required or set forth.
B. Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
statements of the Company are filed herewith:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 2002; and
(ii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 2002.
Pro Forma Financial Information of American Oil & Gas, Inc.
The unaudited pro forma condensed consolidated financial statements set
forth the financial position of the Company as of December 31, 2002, and the
results of operations for the year ended December 31, 2002, adjusted for certain
significant transactions discussed below. The pro forma financial statements are
based upon the assumptions set forth in the accompanying notes to such
statements. The pro forma adjustments are based upon the available information
and assumptions that management believes are reasonable under the circumstances.
The pro forma financial statements comprise historical financial data that
have been retroactively adjusted or combined to reflect the effect of the
transaction discussed below on the historical financial statements of the
Company. The pro forma condensed consolidated balance sheet at December 31,
2002, and the related pro forma condensed consolidated statement of operations
for the year ended December 31, 2002, were prepared as if the transaction was
consummated on December 31, 2002. The pro forma financial statements should be
read in conjunction with the related historical financial statements and are not
necessarily indicative of the results that would have actually occurred had the
transaction been consummated on the dates or for the periods indicated or the
results which may occur in the future.
C. There are no exhibits filed herewith.
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AMERICAN OIL & GAS, INC.
(formerly DrGoodTeeth.Com)
PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2002
(Unaudited)
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F-1
AMERICAN OIL & GAS, INC.
(formerly DrGoodTeeth.Com)
PRO FORMA FINANCIAL INFORMATION
(Unaudited)
The accompanying pro forma financial statements present the historical financial
information of American Oil & Gas, Inc., as adjusted for the purchase of oil and
gas leases pursuant to a Purchase and Sale Agreement dated January 17, 2003.
Effective January 17, 2003, DrGoodTeeth.com changed its name to American Oil &
Gas, Inc.
The accompanying pro forma balance sheet presents the historical financial
information of American Oil & Gas, Inc. as of December 31, 2002, as adjusted for
the purchase of oil and gas leases underlying the Purchase and Sale Agreement
and the sale of shares of common stock in 2003.
The accompanying pro forma statement of operations for the year ended December
31, 2002 presents the historical financial information of American Oil & Gas,
Inc. for the year ended December 31, 2002 with the purchase of the oil and gas
leases as if the purchase had occurred at the beginning of the year.
The pro forma financial statements have been prepared by management, based on
the historical financial statements of American Oil & Gas, Inc. These pro forma
financial statements may not be indicative of the results that actually would
have occurred if the purchase had been in effect on the dates indicated or which
may be obtained in the future. The pro forma financial statements should be read
in conjunction with the historical financial statements of American Oil & Gas,
Inc. for the year ended December 31, 2002 included in the Form 10-KSB filed with
the Securities and Exchange Commission by American Oil & Gas, Inc.
F-2
AMERICAN OIL & GAS, INC.
(formerly DrGoodTeeth.Com)
PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 2002
(Unaudited)
Proforma
As Reported Adjustments Adjusted
(Note 2)
ASSETS
CURRENT ASSETS
Cash $ 83,516 1,316,000(iii)
(815,365)(v)
$ 584,151
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Total Current Assets 83,516 584,151
OIL AND GAS PROPERTIES - 815,365(v) 815,365
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$ 83,516 $1,399,516
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
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Total Current Liabilities - -
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STOCKHOLDERS' EQUITY
Common stock 4,575 33,172(i)
(16,500)(ii)
1,120(iii) 22,367
Additional paid-in capital 244,289 (33,172)(i)
16,500(ii)
1,314,880(iii) 1,542,497
Accumulated deficit (165,348) (165,348)
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Total Stockholders' Equity 83,516 1,399,516
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$ 83,516 $ 1,399,516
========= =========
See accompanying notes to Pro Forma Financial Statements.
F-3
AMERICAN OIL & GAS, INC.
(formerly DrGoodTeeth.Com)
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(Unaudited)
Proforma
As Reported Adjustments Adjusted
(Note 2)
REVENUES
Revenues $ - $ -
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Total Revenues - -
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EXPENSES
Professional fees 4,056 4,056
Consulting fees 143,864 143,864
Operating expenses 1,296 1,296
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Total Expenses 149,216 149,216
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NET LOSS FROM OPERATIONS (149,216) (149,216)
PROVISION FOR INCOME TAXES
Income Tax Benefit - -
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NET INCOME (LOSS) $(149,216) $ (149,216)
=========== ============
BASIC AND DILUTED EARNINGS
(LOSS) PER COMMON SHARE $ (0.037) (i) $ (0.0084)
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WEIGHTED AVERAGE NUMBER OF COMMON
SHARES USED IN PER SHARE CALCULATIONS 4,023,977 (i) 17,817,810
=========== ============
See accompanying notes to Pro Forma Financial Statements.
F-4
AMERICAN OIL & GAS, INC.
(formerly DrGoodTeeth.Com)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying pro forma financial statements are presented to reflect
the purchase of 50% working interests in certain undeveloped leases in
Wyoming and Montana under an agreement dated January 17, 2003 (the
"Purchase and Sale Agreement").
The accompanying pro forma balance sheet as of December 31, 2002 has been
prepared to give effect to the purchase of the assets underling the
Purchase and Sale Agreement as if the purchase occurred on December 31,
2002. The accompanying pro forma statement of operations for the year
ended December 31, 2002 is presented as if the purchase had occurred at
the beginning of the year.
In the opinion of management, these pro forma financial statements include
all the adjustments necessary for fair presentation of certain
transactions which have occurred subsequent to December 31, 2002. The pro
forma financial statements are not necessarily indicative of the results
of operations or financial position that may be obtained in the future.
2. PRO FORMA TRANSACTIONS
The unaudited pro forma financial statements reflect the following pro
forma adjustments:
(i) Adjust for the 8.25 to 1 forward split of its shares of common
stock.
(ii) Record the return and cancellation of 16,500,000 shares.
(iii) Record the completion of a common stock financing of 1,120,000
shares at $1.25 per share for gross proceeds of $1,400,000. A
commission of $84,000 was paid.
(iv) Record the $815,365 purchase and payments made under the
Purchase and Sale Agreement.
3. (LOSS) PER COMMON SHARE
Pro forma loss per common share for the year ended December 31, 2002 is
computed based on the weighted average number of common shares outstanding
during the year, assuming that the 1,320,000 shares of common stock sold
subsequent to December 31, 2002 were outstanding as of the beginning of
the year.
F-5
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 5th day of May, 2003.
American Oil & Gas, Inc.
By: /s/ Alan Gelfand
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Alan Gelfand, Secretary
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