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) 1 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 2 INDEX TO EXHIBITS EXHIBIT PAGE NO. NO. DESCRIPTION - --- --- ----------- 16 4 Letter on Change in Certifying Accountant 3 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. 4