-----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, UQ0hC+42I2dIdvVk9zrBdLkIpd1d7Ln+wGhOVJhtbql0WlKSutwx4tSvC6K7aTTA sSm8jVzzpvwXXjxzTQmXtw== 0001157523-08-008786.txt : 20081104 0001157523-08-008786.hdr.sgml : 20081104 20081104121156 ACCESSION NUMBER: 0001157523-08-008786 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080926 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26402 FILM NUMBER: 081159845 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 8-K/A 1 a5821800.txt THE AMERICAN ENERGY GROUP, LTD. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 26, 2008 (Date of earliest event reported) THE AMERICAN ENERGY GROUP, LTD. ------------------------------- (Exact name of small Business Issuer as specified in its charter) NEVADA 87-0448843 ------ ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1311 ---- (Primary Standard Industrial Classification Code) 120 Post Road West, Suite 202 Westport, Connecticut 06880 ---------------------- ----- (Address of principle executive offices) (Zip Code) (203) 222-7315 -------------- Issuer's telephone number, including area code ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On September 26, 2008, the Company signed a contract engaging the auditing firm of Bouwhuis, Morrill & Company as its auditors for the fiscal year ended June 30, 2008. Douglas W. Morrill, CPA, of the firm shall serve as the audit partner with primary responsibility. The effective date of the engagement of Bouwhuis, Morrill & Company is September 1, 2008. The Company made the appointment after five (5) successive years of service by its prior auditing firm, Chisholm, Bierwolf & Nilson, in order to comply with the auditor rotation requirements of the Sarbanes-Oxley Act. As the former accountant, Chisholm, Bierwolf & Nilson declined to continue as the Company's auditors solely because Section 203 of the Act requires rotation from the lead or coordinating audit partner having primary responsibility for the audit or review of the audit if such partner has performed services for the particular issuer in each of the five (5) prior fiscal years. Chisholm, Bierwolf & Nilson fell within the obligatory rotation provisions of Sarbanes-Oxley necessitating a new auditor engagement. The effective date of resignation by Chisholm, Bierwolf & Nilson was August 31, 2008. The decision to change accountants was approved by the Board of Directors of the Company on August 29, 2008. During the two (2) most recent fiscal years and prior to engaging Bouwhuis, Morrill & Company as the new independent auditing firm, neither the Company nor anyone on its behalf consulted the newly engaged accounting firm or its principals as to the application of accounting principles to a specified transaction, either completed or proposed, nor the type of audit opinion that might be rendered on the Company's financial statements, or as to any other matter. The former accountant's reports during the past two (2) fiscal years did not contain an adverse opinion nor a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years preceding declination to serve, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Number Description ------ ----------- 16.1 Letter from former independent accountant dated October 29, 2008. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE AMERICAN ENERGY GROUP, LTD. Date: November 4, 2008 By: /s/ Pierce Onthank ------------------------------------- Pierce Onthank Chief Executive Officer and President EX-16.1 2 a5821800ex161.txt EXHIBIT 16.1 Exhibit 16.1 Chisholm Todd D. Chisholm, Audit Partner Bierwolf & Nephi J. Bierwolf, Tax Partner Nilson, LLC Certified Public Accountants Troy F. Nilson, Audit Partner ================================================================================ - -------------------------------------------------------------------------------- 533 West 2600 South, Suite 25 o Bountiful, Utah 84010 o Phone (801) 292-8756 o Fax (801) 292-8809 o www.cbncpa.com October 29, 2008 Securities and Exchange Commission Washington, DC 20549 Re: The American Energy Group, Ltd Gentlemen: We have read Item 4.01 "CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS" contained in The American Energy Group, Ltd's Form 8-K/A dated September 26, 2008, and are in agreement with the statements contained therein as they relate to our firm. Very truly yours, /s/ Chisholm, Bierwolf & Nilson, LLC ------------------------------------ Chisholm, Bierwolf & Nilson, LLC Bountiful, Utah ================================================ Member of AICPA, UACPA & Registered with PCAOB -----END PRIVACY-ENHANCED MESSAGE-----