-----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, SYtB6STz1TIsMVz+0zP0gL+MReM008GKoPhPyEglqjmP5fhqM68SidnipgZdJM0W q08QGxAmVZ2fc6klJz0TWQ== 0001157523-08-001502.txt : 20080219 0001157523-08-001502.hdr.sgml : 20080218 20080219094650 ACCESSION NUMBER: 0001157523-08-001502 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 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: 08625029 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 a5613729.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 For the quarterly period ended December 31, 2007 ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission file number: 0-26402 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.) 1 Gorham Island Suite 303 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 --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING 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 14, 2008, the number of Common shares outstanding was 30,584,120 Transitional Small Business Issuer Format (Check one) Yes No [X] --- --- 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............................. 7 Item 3. Controls and Procedures.......................... 9 PART II-OTHER INFORMATION Item 1. Legal Proceedings................................ 9 Item 6. Exhibits......................................... 10 - 2 - PART I-FINANCIAL INFORMATION THE AMERICAN ENERGY GROUP, LTD. Balance Sheets Assets ------ December 31, 2007 June 30, (Unaudited) 2007 Current Assets - -------------- Cash $ 67,059 $ 112,957 Funds reserved for acquisitions 1,900,110 2,100,000 Total Current Assets 1,967,169 2,212,957 Property and Equipment - ---------------------- Office equipment 26,458 16,261 Leasehold improvements 27,422 26,458 Accumulated depreciation (8,993) (5,615) Net Property and Equipment 44,887 37,104 Other Assets - ------------ Security deposit 15,009 20,209 Total Assets $ 2,027,065 $ 2,270,270 Liabilities and Stockholders' Equity ------------------------------------ Current Liabilities - ------------------- Accounts payable $ 42,566 $ 41,650 Accrued liabilities 285,682 139,595 Total Current Liabilities 328,248 181,245 Total Liabilities 328,248 181,245 Stockholders' Equity - -------------------- Common stock, par value $0.001 per share; authorized 80,000,000 shares; 30,584,120 and 30,512,121 shares issued and outstanding, respectively 30,584 30,512 Capital in excess of par value 8,390,153 8,325,802 Accumulated deficit (6,721,920) (6,267,289) Total Stockholders' Equity 1,698,817 2,089,025 Total Liabilities and Stockholders' Equity $ 2,027,065 $ 2,270,270 The accompanying notes are an integral part of these financial statements.
- 3- THE AMERICAN ENERGY GROUP, LTD. Statements of Operations For the Three Months and Six Months Ended December 31, 2007 and 2006 Unaudited Three Months Ended Six Months Ended ---------------------------------- ------------------------------------ December 31, December 31, December 31, December 31, 2007 2006 2007 2006 Revenue $ 0 $ 0 $ 0 $ 0 - ------- ---------------- ----------------- ---------------- ------------------- Expenses - -------- Administrative salaries 116,400 104,000 238,200 197,000 Legal and professional 64,905 244,499 128,051 376,293 General and administrative 34,342 51,701 63,420 106,745 Depreciation 1,689 949 3,378 1,563 Office overhead expenses 1,316 18,157 21,545 32,550 ---------------- ----------------- ---------------- ------------------- Total Expenses 218,652 419,306 454,594 714,151 ---------------- ----------------- ---------------- ------------------- Net Operating (Loss) (218,652) (419,306) (454,594) (714,151) ---------------- ----------------- ---------------- ------------------- Other Income and (Expense) - -------------------------- Interest income 0 8,548 1,742 18,663 Interest expense (1,100) 0 (1,779) 0 ---------------- ----------------- ---------------- ------------------- Net Other Income (Expense) (1,100) 8,548 ( 37) 18,663) ---------------- ----------------- ---------------- ------------------- Net (Loss) Before Tax (219,752) (410,758) (454,631) (695,488) Income Tax 0 0 0 0 ---------------- ----------------- ---------------- ------------------- Net (Loss) $ (219,752) $ (410,758) $ (454,631) $ (695,448) ================ ================= ================ =================== Basic Loss Per Common Share $ (.01) $ (.01) $ (.01) $ (.01) ================ ================= ================ =================== Weighted Average Number Of Shares Outstanding 30,581,496 29,981,658 30,557,487 29,928,818 ================ ================= ================ =================== The accompanying notes are an integral part of these financial statements.
- 4 - THE AMERICAN ENERGY GROUP, LTD. Statements of Cash Flows For the Six Months Ended December 31, 2007 and 2006 (Unaudited) Cash Flows From Operating Activities 2007 2006 - ------------------------------------ ------------ ------------ Net loss $ (454,631) $ (695,488) Adjustments to reconcile net loss to net cash (used in) operating activities: Depreciation 3,378 1,563 Common stock issued for debt and services - 208,991 Changes in operating assets and liabilities: (Increase) decrease in prepaid expenses - 25,672 (Increase) decrease in security deposits 5,200 Increase (decrease) in accounts payable 916 51,735 Increase (decrease) in accrued postpetition liabilities - (12,831) Increase (decrease) in accrued expenses and other current liabilities 210,510 6,500 ------------ ------------ Net Cash (Used In) Operating Activities (234,627) (413,858) ------------ ------------ Cash Flows From Investing Activities - ------------------------------------ Funds (reserved for) / released from acquisitions 199,890 (100,000) Expenditures for property and equipment (11,161) (30,194) ------------ ------------ Net Cash Provided By (Used In) Investing Activities 188,729 (130,194) ------------ ------------ Cash Flows From Financing Activities - ------------------------------------ Net Cash Provided By (Used In) Financing Activities 0 0 ------------ ------------ Net (Decrease) in Cash (45,898) (544,052) Cash and Cash Equivalents, Beginning of Period 112,957 1,138,209 ------------ ------------ Cash and Cash Equivalents, End of Period $ 67,059 $ 594,157 ============ ============ Cash Paid For: - -------------- Interest $ 1,779 $ - Taxes $ - $ - Non-Cash Financing Activities: - ------------------------------ Common stock issued for services rendered $ - $ 162,793 Common stock issued for payment of debt $ 64,423 $ 46,198
The accompanying notes are an integral part of these financial statements. - 5 - THE AMERICAN ENERGY GROUP, LTD. Notes to the Financial Statements December 31, 2007 Note 1 - General - ---------------- The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its June 30, 2007 Annual Report on Form 10-KSB. Operating results for the three months and six months ended December 31, 2007 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008. Note 2 - Basic Loss Per Share of Common Stock - --------------------------------------------- Three Months Ended Six Months Ended ------------------ ---------------- December 31, December 31, December 31, December 31, 2007 2006 2007 2006 Loss (numerator) $ (219,752) $ (410,758) $ (454,631) $ (695,488) ------------ ----------- ------------ ----------- Shares (denominator) 30,581,496 29,981,658 30,557,487 29,928,818 ------------ ----------- ------------ ----------- Per Share Amount $ (0.01) $ (0.01) $ (0.01) $ (0.01) ============ =========== ============ =========== The basic loss per share of common stock is based on the weighted average number of shares issued and outstanding during the period of the financial statements. Stock warrants convertible into 3,942,326 shares of common stock are not included in the basic calculation because their inclusion would be antidilutive, thereby reducing the net loss per common share. Note 3 - Common Stock - --------------------- During October 2007, the Company issued 48,290 shares of common stock for payables valued at $39,500. - 6 - 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 our 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, named the Haseeb No. 1 Well, was successfully completed by Hycarbex-American Energy, Inc. ("Hycarbex"), the owner and operator of the Yasin 2768-7 Block, in the fourth quarter of the fiscal year ended June 30, 2005. All testing to date by Hycarbex indicates that the Haseeb No. 1 well will be a significant commercial gas well. Hycarbex's current revised estimates of the commencement of gas sales indicate that sales into the pipeline are expected to begin during the first six (6) months of 2008 based upon the timing estimates for the completion of contractual documents, gas allocation notification, construction of the surface facilities and physical connection to the gas sales line. These contractual and construction matters have caused Hycarbex to modify its previous estimates as to the timing of pipeline connection and there can be no assurance that the current timing estimates will be met. - 7 - The drilling of Al-Ali #1 Well, the second well to which our overriding royalty pertains, was undertaken by Hycarbex to fulfill the work obligations for the third contract year under the Concession License and was not commercially successful. The well was plugged. The drilling data is being studied by Hycarbex, together with a review of the logging data by Schlumberger Oilfield Services, in order to determine if further operations would likely yield commercial volumes of gas. Additional wells and seismic operations are currently planned by Hycarbex. Results of Operations Our operations for the six months ended December 31, 2007 reflected a net operating loss of $454,594 as compared to $714,151 for the six months ended December 31, 2006, related to salaries, office rental and overhead charges and legal and professional fees. There were no revenues from operations and our sole business during the fiscal quarter consisted of management of our Pakistan and Texas assets. All of our previously owned producing oil and gas leases were foreclosed by the first lien lender in early calendar 2003. As a result, since emerging from bankruptcy, we have had no recurring income stream and have been solely dependent upon cash infusion from the sale of securities and loans. These proceeds have been and will continue to be used to finance salaries, legal and accounting expenses and administrative overhead until the commencement of royalty revenues from gas sales from the Haseeb No. 1 Well. Current estimates by Hycarbex indicate that the sale of gas will commence during the first six (6) months of calendar 2008, but these are estimates only which may be further revised by Hycarbex. Liquidity and Capital Resources After emerging from bankruptcy, we funded our operations through private loans, all of which have been repaid, and through the private sale of securities. During the fourth quarter of the prior fiscal year, we sold $3.95M of our Common stock. Of this amount, we deposited $2,100,000 with Hycarbex in trust for future acquisitions of additional royalty interests in Pakistan. Based upon prior estimates received from Hycarbex, we previously anticipated that gas sales from the Haseeb No. 1 Well would begin by mid-calendar 2007, which did not occur. The most recent estimates for pipeline connection received from Hycarbex indicate a connection during the first six (6) months of 2008 after completion of contractual documents, gas allocation, and construction of surface facilities. These contractual and construction matters have caused Hycarbex to modify its previous estimates as to the timing of pipeline connection and there can be no assurance that the current timing estimates will be met. The depletion of available cash on hand resulting from the delay in the royalty stream from gas sales has created the need for additional operating capital to meet future requirements. We expect to meet these operating capital requirements in the near term by withdrawing a portion of the $2,100,000 deposit in escrow with Hycarbex in Pakistan which is sufficient to meet our needs. As of December 31, 2007, we have withdrawn a total of $199,890 of the escrow deposit. We expect to replenish the escrow deposit with funds derived from future royalty sales. During the fourth quarter of the fiscal year ended June 30, 2005, we registered 2,000,000 Common shares on a Form S-8 Registration Statement for issuance to key consultants. We anticipate that some critical services rendered by third party consultants during the 2008 fiscal year will be paid with common stock instead of cash assets. Business Strategy and Prospects We believe that there have been positive developments resulting from the bankruptcy proceedings. We have eliminated our debt burden, diminished our 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 thirty one 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, as anticipated. Our registration of 2,000,000 Common shares on Form S-8 during the fiscal year ended June 30, 2005 continues to provide a means of compensating key consultants. On April 20, 2006, we executed a Compromise Settlement Agreement with Smith Energy 1986A Partnership ("Smith Energy") and Howard A. Smith pertaining to our Galveston County, Texas oil and gas leases. Under the terms of the Compromise Settlement Agreement, American Energy Group acquired all of Smith Energy's 3% overriding royalty interest in the deep zones greater than 10,000 feet as well as the right to review valuable 3D seismic data covering the leases. American Energy also acquired from Smith Energy affirmation of American Energy's right to operate the oil and gas leases as to wells drilled to depths greater than 10,000 feet. The Agreement also affords American Energy access under mutually agreed terms to existing Smith Energy facilities in connection with American Energy's future operations, such as roads and salt water disposal facilities. American Energy Group relinquished to Smith Energy Group under the agreement its claims to the 15% back-in interest in the zones above 10,000 feet. This settlement provides us the opportunity to deal in the sale or exploration of the deeper zones under the oil and gas leases. - 8 - On May 12, 2006, we entered into a Non-exclusive Agency Agreement with Hycarbex - American Energy, Inc.. an entity for which our Director, Dr. Iftikhar Zahid, serves as president, under which Hycarbex will attempt to locate for the Company, and to negotiate on behalf of the Company, royalty purchase opportunities within the Republic of Pakistan. The Agreement provides for a finder's fee to Hycarbex equal to $50,000 for each royalty purchase which is actually consummated. We may, in our discretion, deposit funds with Hycarbex which are to be used solely for such acquisition purposes and subject to our approval of the transaction. As of December 31, 2007, we had deposited a total of $1,900,110 with Hycarbex. The intended uses of the deposited funds are potential royalty or concession purchases which may be consummated in Pakistan. In the event that no acquisitions are consummated, then we are entitled, at any time, to terminate the agency relationship and the funds will be returned. We will continue to manage our Pakistan royalty and our Galveston County, Texas oil and gas leases. While we await production revenues from the sale of gas from the Haseeb No. 1 well in Pakistan and the results of other exploration projects initiated by Hycarbex on the Yasin 2768-7 Block. We have also begun efforts to locate and acquire other royalty interests on one or more additional oil and gas concessions in Pakistan, using a portion of the proceeds of the $3.95M institutional private offering consummated in the fourth quarter of the prior fiscal year, and to locate an industry participant in our Galveston County, assets. Pakistan Overriding Royalty/Recent Political Developments Through our former Hycarbex subsidiary (before the sale of that subsidiary), we 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 announced the success of the Haseeb No. 1 well drilled in the fourth quarter of 2005 based upon all available test results. We further announced during the fiscal year the completion of 110 kilometers of additional seismic research by Hycarbex-American Energy, Inc. which should provide valuable data for selection of future wells. We strongly 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 will likely be a good source of cash revenues because the royalty, by its nature, entitles us to share in gross, rather than net, production. We expect to use these anticipated revenues 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 us because an overriding royalty interest is not subject to such costs. While continuous production and favorable hydrocarbon prices are necessary for the overriding royalty interest to demonstrate real value, we are optimistic that the recent successful drilling of the Haseeb No. 1 Well, the proximity of a pipeline for gas sales and the additional seismic and technical data collected will enhance the chances of continued success on the concession despite the customary risks inherent with oil and gas drilling in general. On October 6, 2007, President Pervez Musharraf was reelected. On November 3, 2007, President Musharraf declared a state of emergency in Pakistan. The declaration was accompanied by a suspension of the constitution. The state of emergency was lifted and the constitution was reinstated on December 15, 2007. The elections originally slated for January, 2008, were postponed after the death of Benazir Bhutto on December 27, 2007 until the third week of February, 2008. Incidents of violence and political protest continue to occur within the country according to international news sources. These political events have not impacted our ownership of the overriding royalty or the ongoing business practices within the country, including oil and gas exploration, development and production by Hycarbex and other major operators doing business in Pakistan. We cannot predict the effect of future political events or political changes upon Hycarbex's operations and our expectations of deriving revenues from our overriding royalty through the sale of gas into Pakistan's pipeline infrastructure. - 9 - Galveston County, Texas Leases We believe that the deeper zones which we currently hold may 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. Off Balance Sheet Arrangements We had no off balance sheet arrangements during the quarter ended December 31, 2007. ITEM 3- CONTROLS AND PROCEDURES In conjunction with this Report on Form 10-QSB and the certification of the disclosures herein, and as required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), the Company's principal executive officer and principal financial officer, Pierce Onthank, evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2007. This review found the disclosure controls and procedures to be effective. There have been no changes in the Company's internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 which occurred during the fiscal quarter ended December 31, 2007, that have materially affected or are reasonably likely to materially affect these internal controls over financial reporting. PART II-OTHER INFORMATION ITEM 1-LEGAL PROCEEDINGS There were no legal proceedings affecting the Company during the quarter ended December 31, 2007. Pursuant to the instructions on Part II of Form 10-QSB, items 2,3,4 and 5 were omitted. ITEM 6-EXHIBITS The following documents are filed as Exhibits to this report: Exhibit 31.1 - Certification by R. Pierce Onthank, President, Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a); Exhibit 32.1 - Certification by R. Pierce Onthank, President, Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Section 1350(a) and (b). 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. By:/s/ R. Pierce Onthank ----------------------------- R. Pierce Onthank, President, Chief Executive Officer, Principal Financial Officer and Director DATED: February 18, 2008 - 10 - EX-31.1 2 a5613729ex31_1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, R. PIERCE ONTHANK, President, chief executive officer and chief financial and accounting officer of The American Energy Group, Ltd., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 2007 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) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the small business issuer'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 d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer'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. DATED: February 18, 2008 /s/ R. PIERCE ONTHANK --------------------- Printed Name: R. PIERCE ONTHANK President, Chief Executive Officer and Principal Financial Officer EX-32.1 3 a5613729ex32_1.txt EXHIBIT 32.1 EXHIBIT 32.1 THE AMERICAN ENERGY GROUP, LTD. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-QSB of The American Energy Group, Ltd. (the "Company") for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I R. Pierce Onthank, President and chief executive and chief financial and accounting officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. 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 2. The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. DATED: February 18, 2008 By: /S/ R. Pierce Onthank ---------------------------------------- R. Pierce Onthank President, Chief Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----