-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QTeMbHDRdFE3B4qXGuim73f0MmkQUEqL8IqpZblkW503e3f6JMla/gSbwX5S2227 CdQ6vSmB9ZCNxPB4RmjWXw== 0001157523-05-001679.txt : 20050222 0001157523-05-001679.hdr.sgml : 20050221 20050222110735 ACCESSION NUMBER: 0001157523-05-001679 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ENERGY GROUP LTD CENTRAL INDEX KEY: 0000843212 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870448843 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26402 FILM NUMBER: 05629781 BUSINESS ADDRESS: STREET 1: P O BOX 489 STREET 2: 1861 BROWN BLVD,STE 655 CITY: SIMONTON STATE: TX ZIP: 77476 BUSINESS PHONE: 2813462652 MAIL ADDRESS: STREET 1: PO BOX 489 CITY: SIMONTON STATE: TX ZIP: 77476 FORMER COMPANY: FORMER CONFORMED NAME: BELIZE AMERICAN CORP INTERNATIONALE DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: DIM INC DATE OF NAME CHANGE: 19920703 10QSB 1 a4826413.txt THE AMERICAN ENERGY GROUP, LTD. 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) _X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2004 Commission file number: 0-22149 THE AMERICAN ENERGY GROUP, LTD. (Exact name of Registrant as specified in its charter) Nevada 87-0448843 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 120 Post Road West Suite 202 Westport, Connecticut 06880 (Address of principal executive offices) (Zip code) 203-222-7315 (Registrant's telephone number including area code) --------------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, Par Value $.001 Per Share --------------------------- Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X__ No ___ (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes _X__ No ___ (APPLICABLE ONLY TO CORPORATE ISSUERS) As of February 9, 2005, the number of Common shares outstanding was 26,881,000 Transitional Small Business Issuer Format (Check one) Yes____ No__X__ 1 THE AMERICAN ENERGY GROUP, LTD. INDEX TO FORM 10-QSB PART I-FINANCIAL INFORMATION PAGE Item 1. Financial Statements ........................................... 3 Item 2. Management's Discussion and Analysis or Plan of Operation............................................ 6 Item 3. Controls and Procedures......................................... 9 PART II-OTHER INFORMATION Item 1. Legal Proceedings............................................... 9 Item 2. Changes in Securities........................................... 9 Item 3. Defaults Upon Senior Securities................................. 9 Item 4. Submission of Matters to a Vote of Security Holders............. 10 Item 5. Other Information............................................... 10 Item 6. Exhibits and Reports on Form 8-K................................ 11 2 PART I-FINANCIAL INFORMATION ITEM 1-FINANCIAL STATEMENTS THE AMERICAN ENERGY GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2004 June 30, 2004 (Unaudited) (Audited) ----------------- ------------- ASSETS Current Assets Cash $ 28,656 $ 257,899 Prepaid Expenses - 35,000 ----------------- ------------- Total Current Assets 28,656 292,899 ----------------- ------------- Total Assets $ 28,656 $ 292,899 ================= ============= LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Accounts payable $ 238,588 $ 251,088 Accrued liabilities 60,019 69,739 Capital lease obligations 679 679 ----------------- ------------- Total Current Liabilities 299,286 321,506 ----------------- ------------- Long-Term Liabilities Convertible Debt - 375,000 ----------------- ------------- Total Liabilities 299,286 696,506 ----------------- ------------- Shareholders' Equity Common stock, par value $.001 per share, authorized: 80,000,000 shares, issued and outstanding: At June 30, 2004: 24,698,518 shares At December 31, 2004: 26,707,250 shares 26,708 24,699 Capital in excess of par value 1,721,977 1,312,490 Accumulated deficit (2,019,315) (1,740,796) ----------------- ------------- Net Shareholders' Equity (270,630) (403,607) ----------------- ------------- Total Liabilities and Shareholders' Equity $ 28,656 $ 292,899 ================= ============= 3
THE AMERICAN ENERGY GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Three Months Ended Six Months Ended Six Months Ended December 31, December 31, December 31, December 31, 2004 2003 2004 2003 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------------ ------------------ ---------------- ---------------- Revenues $ - $ - $ - $ - Legal and professional fees 281 - 41,435 - Administrative salaries 90,000 - 180,000 249 Office overhead expense 4,929 136 17,702 719 General and administrative expense 20,531 6,383 33,367 11,565 ------------------ ------------------ ---------------- ---------------- Total Other Expenses 115,741 6,519 272,504 12,533 ------------------ ------------------ ---------------- ---------------- Net Operating Profit (Loss) (115,741) (6,519) (272,504) (12,533) ------------------ ------------------ ---------------- ---------------- Interest expense (1,740) - (6,015) - Miscellaneous income - - - 5,568 Gain (Loss) on asset sales - (619,734) - (619,734) ------------------ ------------------ ---------------- ---------------- Net Other Income (Expenses) (1,740) (619,734) (6,015) (614,166) ------------------ ------------------ ---------------- ---------------- Net Loss Before Federal Income Tax (117,481) (626,253) (278,519) (626,699) Federal Income Tax - - - - ------------------ ------------------ ---------------- ---------------- NET (LOSS) FOR PERIOD $ (117,481) $ (626,253) $ (278,519) $ (626,699) ================== ================== ================ ================ (LOSS) PER SHARE $ (0.01) $ (0.01) $ (0.01) $ (0.01) ================== ================== ================ ================
4 THE AMERICAN ENERGY GROUP, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six months Six months ended ended December 31, December 31, 2004 2003 (Unaudited) (Unaudited) ------------ ------------ Cash Flows from Operating Activities: Net income (loss) $ (278,519) $ (626,699) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Common stock issued for services rendered 25,000 - Common stock issued for accrued expenses 11,496 Changes in operating assets and liabilities: (Increase) decrease in other current assets 35,000 - Increase (decrease) in accounts payable (12,500) (257,790) Increase (decrease) in accrued expenses and other current liabilities (9,720) (330,320) ------------ ------------ Cash Provided by (Used in) Operating Activities (229,243) (1,214,809) ------------ ------------ Cash Flows from Financing Activities: Proceeds from notes payable - 150,000 ------------ ------------ Cash Provided By (Used in) Financing Activities - 150,000 ------------ ------------ Net Increase (Decrease) in Cash (229,243) (1,064,809) Cash and Cash Equivalents Beginning of Period 257,899 1,124,216 ------------ ------------ Cash and Cash Equivalents End of Period $ 28,656 $ 59,407 ============ ============ Notes to the Consolidated Financial Statements December 31, 2004 GENERAL - ------- The American Energy Group, Ltd. and Subsidiaries (the Company) has elected to omit substantially all footnotes to the financial statements for the three months and six months ended December 31, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-KSB for the year ended June 30, 2004. UNAUDITED INFORMATION - --------------------- The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 5 ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward-Looking Statements This report contains statements about the future, sometimes referred to as "forward-looking" statements. Forward-looking statements are typically identified by the use of the words "believe," "may," "will," "should," "expect," "anticipate," "estimate," "project," "propose," "plan," "intend" and similar words and expressions. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that describe our future strategic plans, goals or objectives are also forward-looking statements. Readers of this report are cautioned that any forward-looking statements, including those regarding the Company or its management's current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties, such as: - - The future results of drilling individual wells and other exploration and development activities; - - Future variations in well performance as compared to initial test data; - - Future events that may result in the need for additional capital; - - Fluctuations in prices for oil and gas; - - Future drilling and other exploration schedules and sequences for various wells and other activities; - - Uncertainties regarding future political, economic, regulatory, fiscal, taxation and other policies in Pakistan; - - Our future ability to raise necessary operating capital. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, which may not occur or which may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the risk factors detailed in this report. The forward-looking statements included in this report are made only as of the date of this report. We are not obligated to update such forward-looking statements to reflect subsequent event or circumstances. Overview Prior to the Company's bankruptcy proceedings initiated on June 28, 2002, we were an active oil and gas exploration and development company. The foreclosure of our Fort Bend County, Texas oil and gas leases by the secured creditor in early calendar 2003 resulted in the loss of our only revenue producing asset. We intend to initiate new business activities by prudent management of our Pakistan overriding royalty interest and our Galveston, Texas interests and if we are successful in generating working capital from these investments or from sales of securities, we intend to pursue investment opportunities in the oil and gas business. Drilling of the first well in Pakistan as to which our overriding royalty pertains is scheduled for the first quarter of calendar 2005. Results of Operations Our operations for the period ending December 31, 2004 reflected a net loss of $117,481 attributable to salaries paid to the directors, legal and professional fees, office overhead, administrative expense and interest. There were no revenues from operations. All of our producing oil and gas leases were foreclosed by the first lien lender in early calendar 2003. As a result, the Company is solely dependent upon cash infusion from the sale of securites and loans until business operations which generate an income stream can be developed. Our operating company, The American Energy Operating Corp. did not participate in the bankruptcy proceedings and its accounts payable and accrued liabilities are still carried on our books post-bankruptcy, despite the inactivation of the subsidiary. 6 As a result of the loss of our cash producing assets through foreclosure, we have purposely omitted a detailed discussion of operational results and their ramifications. During the bankruptcy proceedings and immediately thereafter, We received $575,000 in commitments for convertible debt funding from third parties which was authorized under the Second Amended Plan of Reorganization, all of which was collected and converted to Common stock. We have used such funds to finance salaries, legal expenses and nominal administrative overhead. Liquidity and Capital Resources Since emerging from bankruptcy, we have been funded solely through the private sale of convertible debt securities totaling $575,000 pursuant to Second Amended Plan of Reorganization, all of which has been converted to Common stock. Subsequent to the end of the quarter ending December 31, 2004, we obtained a loan from a private party for $200,000 for near term operating capital, the terms of which are accrual of interest at Wall Street Prime plus one percent, no prepayment penalty, and a maturity of one year, with the right to extend the maturity for an additional year by the payment of an extension fee of $20,000. During the quarter ended December 31, 2004, we issued 76,520 shares of restricted Common stock to pay for $25,416.67 in accounting services through December 31, 2004. On a going forward basis, we believe that we will need additional operating capital and anticipate seeking an infusion of cash through loans, sales of securities, a sale or partial sale of the Galveston County, Texas assets or successful resolution of the Smith Energy litigation. We anticipate that some critical services rendered by third parties during the 2005 calendar year will be paid with Common Stock, instead of cash assets. Successful drilling on the Pakistan Concession by Hydro Tur (Energy) Ltd. will also result in the generation of operating capital once sales into the existing pipeline infrastructure begin. However, there can be no assurance that we will be successful in obtaining sufficient operating capital to meet future needs from any of these potential sources. In light of our current lack of revenue-generating business operations and our need to further capitalize future overhead, operations and growth, our viability as a going concern is uncertain. There can be no assurance that we will be successful in our efforts to improve the Company's financial position and to develop its assets. Business Strategy and Prospects We believe that there have been positive developments resulting from the bankruptcy proceedings. We have eliminated the Company's debt burden, diminished its labor force and significantly reduced all facets of general and administrative overhead. The cancellation and reissuance of new securities have reduced the outstanding shares from over sixty six million shares to just over twenty three million shares, a number which both permits the issuance of additional securities in the future as needed to obtain strategic assets or funding from investors, and which provides an opportunity for enhanced shareholder value if the current assets become cash generating assets. However, the Company does not currently enjoy a revenue stream from any business operation or asset. We must continue to raise operating capital through other means until a revenue stream is developed, if at all. Pakistan Overriding Royalty The Company, through its Hycarbex subsidiary (before the sale of that subsidiary) expended in excess of $10,000,000.00 on drilling and seismic on the Jacobabad and Yasin concessions in the Republic of Pakistan comprised of over 2,200 square kilometers. The structure, to date, has no Proved Reserves as that term and the calculation for discounted future net cash flows for reporting purposes is mandated by the Financial Accounting Standards Board in Statement of Financial Accounting Standards No. 69, titled "Disclosures About Oil and Natural Gas Producing Activities". While we did not obtain a commercial discovery well in any of our previous Pakistan drilling efforts, we have been encouraged by the technical data derived from the drilling and seismic activities. We believe that the concession acreage contains oil and gas producing physical structures which are worthy of further exploration. If successfully developed, our reserved 18% overriding royalty interest would likely be a good source of cash revenues because the royalty, by its nature, entitles us to share in gross, rather than net, production. These revenues, if any, could be used by the Company for further investment in other revenue generating assets or business activities. The financial risks inherent in oil and gas drilling in Pakistan will no longer be borne by the Company because an overriding royalty interest is not subject to such costs. While successful production and favorable hydrocarbon prices are necessary for the overriding royalty interest to demonstrate real value, we are optimistic that the additional seismic and technical data generated by the Company prior to sale and further expanded and refined after the sale by Hydro Tur (Energy) Ltd. will enhance the chances of a commercial discovery by Hydro Tur (Energy) Ltd. The drilling of the first well is scheduled during the first quarter of calendar 2005. Absent successful drilling by Hydro Tur (Energy) Ltd., the reserved overriding royalty interest is likely to have little or no value. 7 Galveston County, Texas Leases In 1997, we purchased the interests of Luck Petroleum Corporation from its bankruptcy trustee in two oil and gas leases in Galveston County, Texas. The leases are situated in an area which is productive in multiple zones or horizons and the leases themselves have produced commercial quantities of oil and gas from both shallow and mid-range zones. In 1986, Luck Petroleum Corporation assigned these mid-range zones to Smith Energy, reserving for itself an "after-payout" 15% back-in working interest. Luck Petroleum Corporation also limited the depths assigned to Smith Energy, thereby resulting in depths generally greater than 10,000 feet being reserved to Luck Petroleum Corporation. We succeeded to the interests of Luck Petroleum Corporation as a result of the 1997 purchase from the bankruptcy trustee. With regard to the mid-range zones, our research to date has given rise to the belief that "payout" has occurred, as defined in the 1986 conveyance by Luck Petroleum Corporation to Smith Energy. If we are correct, then we are entitled to receive 15% of the monthly working interest production from the existing Smith Energy wells on the leases. As indicated in this report, we have initiated a lawsuit against Smith Energy to establish these rights. The Smith Energy lawsuit does not pertain to the deep zones under the leases which were acquired from Luck Petroleum Corporation. Based upon our research, we believe that these zones have development potential. We are exploring the various opportunities to realize value from these deep rights, including potential sale. We have not yet determined the best course for these assets. These leases are held in force by third party production and, therefore, the leases do not require development of these rights by a certain date. We believe that we will be able to continue our research and conduct future negotiations toward a development path which best suits our goals and our cash flow position. We are compelled to focus on these efforts for the near term in order to generate additional working capital. ITEM 3- CONTROLS AND PROCEDURES In conjunction with this Report on Form 10-QSB and the certification of the disclosures herein, the Company's principal executive officer and principal financial officer, Pierce Onthank, evaluated the effectiveness of the Company's disclosure controls and proceedings. This review, which occurred within ninety (90) days prior to the filing of this Report, found the disclosure controls and procedures to be effective. There have been no significant changes in the Company's internal controls or in other factors which would significantly affect these controls subsequent to the evaluation by Mr. Onthank. PART II-OTHER INFORMATION ITEM 1-LEGAL PROCEEDINGS We had numerous prepetition suits by creditors based upon nonpayment for services and goods related to our Texas-based oil and gas activities, some of which resulted in judgments. Several of these creditors asserted claims in the bankruptcy proceedings which were commenced on June 28, 2002, and as a result, received Common Stock in satisfaction of their claims pursuant to the Second Amended Plan of Reorganization, which plan provided for cancellation of all outstanding securities and issuance of new Common Stock to the creditors. On January 22, 2004, we filed lawsuit in the United States Bankruptcy Court, Southern District of Texas, as an adversary proceeding against Smith Energy 1986-A Partnership, Smith Energy Company, Inc. and Howard Smith. The basis of the lawsuit is a claim for unpaid working interest proceeds claimed by The American Energy Group, Ltd. as the owner of a 15% "after payout" working interest in certain producing zones under our Galveston County, Texas assets. The basis of our claim is that payout may have actually been achieved resulting in a possible wrongful retention of revenues by the named defendants. If successful, we believe that we will recoup proceeds which should have been paid previously as well as obtain a revenue stream from future production from these zones. This lawsuit is pending as of the date of filing of this report. 8 During the period ended June 30, 2004, the Company's former operating subsidiary, American Energy Operating Corp. ("AEOC"), received notice from the enforcement division of the Railroad Commission of Texas that three (3) abandoned wells in the North Dayton Field previously operated by AEOC years ago are required to be plugged in accordance with Commission procedures and rules. The Company is currently investigating the extent of its responsibilities, if any, to comply with the Commission's demands upon AEOC. During the quarter, the Company was joined in a lawsuit by Alief Independent School District for the collection of alleged unpaid school district taxes on office equipment and personal property for calendar year 2002. The liability claimed by the District for the period is $6,099.05. The Company is currently investigating the extent of its responsibilities, if any. ITEM 2-CHANGES IN SECURITIES Our Common Stock previously traded on the National Association of Securities Dealers Bulletin Board quotation system under the symbol "AMEL". Although an active trading market for our Common Stock existed prior to bankruptcy, currently our shares are not trading, although an application to resume trading has been filed with NASDAQ. Additionally, our shares are not currently traded because the outstanding securities prior to bankruptcy were cancelled and new Common Stock issued solely to creditors, pursuant to the Second Amended Plan of Reorganization. Upon emergence from bankruptcy, we obtained a new CUSIP number [025636-20-0] and issued the new share certificates. The number of record holders of the Company's $0.001 par value Common Stock at February 9, 2005 was fifty two (52). Of the 26,881,000 shares outstanding, 4,576,512 are restricted shares and the balance are unrestricted shares. To date, the Company has not paid dividends on its shares and we do not anticipate paying dividends. ITEM 3-DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS We did not submit any matters to a vote of security holders during the quarter ended September 30, 2004. ITEM 5-OTHER INFORMATION Subsequent to the quarter ending December 31, 2004, we obtained a loan from a private party for $200,000 for near term operating capital, the terms of which are accrual of interest at Wall Street Prime plus one percent, no prepayment penalty, and a maturity of one year, with the right to extend the maturity for an additional year by the payment of an extension fee of $20,000. During the quarter ended December 31, 2004, we issued 76,520 shares of restricted Common stock to pay for $25,416.67 in accounting services through December 31, 2004. ITEM 6-EXHIBITS AND REPORTS ON FORM 8-K (a) The following documents are filed as Exhibits to this report: Exh. 31.1 - Certification by R. Pierce Onthank, President and acting chief financial and accounting officer pursuant to Rule 13a-14(a) or Rule 15d-14(a); Exh. 32.1 - Certification by R. Pierce Onthank, President and acting chief financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Section 1350(a) and (b). 9 (b) No reports on Form 8-K were filed during the period ended September 30, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE AMERICAN ENERGY GROUP, LTD. (REGISTRANT) By: /s/ R. Pierce Onthank --------------------- R. Pierce Onthank, President, Secretary, Director and acting Chief Financial Officer By: /s/ Dr. Iftihhar Zahid ---------------------- Dr. Iftikhar Zahid, Director DATED: February 17, 2005 10 EX-31.1 2 a4826413ex311.txt AMERICAN ENERGY GROUP, LTD. EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, R. PIERCE ONTHANK, President and acting chief financial and accounting officer of The American Energy Group, Ltd., certify that: 1. I have reviewed this Annual Report on Form 10-QSB for the quarterly period ended December 31, 2004 of The American Energy Group, Ltd.. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am the registrant's sole certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I am the registrant's sole certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6. I am the registrant's sole certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 17, 2005 /s/ R. PIERCE ONTHANK ----------------------------------- Printed Name: R. PIERCE ONTHANK President (chief executive) and acting chief financial and accounting officer EX-32.1 3 a4826413ex321.txt THE AMERICAN ENERGY GROUP, LTD. EXHIBIT 32.1 EXHIBIT 32.1 THE AMERICAN ENERGY GROUP, LTD. CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows: 1. I am the President, chief executive officer, and acting chief financial and accounting officer of The American Energy Group, Ltd. (the "Corporation"). 2. To the best of my knowledge: (a) The Corporation's December 31, 2004 Form 10-QSB filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and (b) The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. DATED: February 17, 2005 By: /S/ R. Pierce Onthank --------------------------------------------- R. Pierce Onthank President (chief executive officer) and acting chief financial and accounting officer -----END PRIVACY-ENHANCED MESSAGE-----