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: May 8, 2003
                                                   -----------


                            AMERICAN OIL & GAS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
                                    --------
         (State or other jurisdiction of incorporation or organization)

              0-31547                            88-0451554
             ---------                          ------------
      (Commission File Number)      (IRS Employer Identification Number)


                   950 Stafford Street, Casper, Wyoming 82609
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (307) 265-6669
                                 ---------------
              (Registrant's telephone number, including area code)


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Item 4.           Changes in Registrant's Certifying Accountant

      On May 8, 2003, the board of directors of American Oil & Gas, Inc. (the
"Company") appointed Wheeler Wasoff, P.C. as the Company's independent auditor
for the fiscal year ended December 31, 2003. This appointment represents a
change in the Company's auditor from Clyde Bailey, P.C. ("Bailey"). The change
was prompted by the fact that the Company's management has changed, as has the
location of its executive offices. There was no disagreement with Bailey on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. Bailey's financial statements did not contain an
adverse opinion or disclaimer of opinion, and have not been modified as to
uncertainty, audit scope or accounting principles.

      Bailey has reviewed the disclosure in this Form 8-K required by Item 304
of Regulation S-B, and has furnished the Company with a letter addressed to the
Commission stating that it agrees with the statements made by the Company
herein. The letter has been attached hereto as an exhibit.

                                  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 12th day of May, 2003.

                                 American Oil & Gas, Inc.


                              By: /s/ Alan Gelfand
                                 ----------------------------------------
                                 Alan Gelfand, Secretary



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                              INDEX TO EXHIBITS
EXHIBIT    PAGE
NO.        NO.         DESCRIPTION
- ---        ---         -----------
16          4          Letter on Change in Certifying Accountant







































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                                                                  Exhibit 16


May 12, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: American Oil & Gas, Inc.
    Commission File No. 0-31547

Dear Securities and Exchange Commission:

I was previously the principal accountant for American Oil & Gas, Inc.
("American") and I reported on the financial statements of American as of and
for the year ended December 31, 2002. On May 8, 2003, I was terminated as
principal accountant. I have read American's statements included under Item 4 of
its Form 8-K dated May 9, 2003 and I agree with such statements.

Sincerely,


/s/ Clyde Bailey
- ------------------
Clyde Bailey, P.C.





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