As filed with the Securities and Exchange Commission on November 22, 2000March 8, 2001

Registration No. _________333-51178

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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.)

9315 F.M. 1489, SIMONTON, TEXAS, U.S.A.
(281) 346-0414
(ADDRESS AND TELEPHONE NUMBER OF 77476
PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

CHUCK VALCESCHINI
9315 F.M. 1489
SIMONTON, TEXAS 77476
(NAME AND ADDRESS OF AGENT FOR SERVICE)

(281) 346-0414
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

-------------------
(APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE

-------------------

Copy to:

LINDOW & TREAT, L.L.P.
112 E. Pecan, Suite 2700
San Antonio, Texas 78205
Attn: James M. Hughes
(210) 227-4195
Direct Line: (210) 227-2200
Fax No.: (210) 2274602227-4602

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to RULE 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to RULE 462(B) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to RULE 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH PROPOSED
CLASS OF AMOUNT MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
- ----------------- ---------- ----------------- ------------------ ------------

Common Stock, 14,564,093
$0.001 Par Value shares $0.945 $13,763,067.88 $4,060.00
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING OFFERING REGISTRATION
REGISTERED REGISTERED(8) PRICE PER SHARE PRICE FEE

Common Stock,
$0.001 Par Value(1) 15,867,975 $0.1875 $2,975,245 $ 827

Common Stock,
$0.001 Par Value(2) 946,929 $0.36 $ 340,894 $ 95

Common Stock,
$0.001 Par Value(3) 25,000 $0.75 $ 18,750 $ 5

Common Stock,
$0.001 Par Value(4) 1,600,000 $1.00 $1,600,000 $ 445

Common Stock,
$0.001 Par Value(5) 1,500,000 $1.00 $1,500,000 $ 417

Common Stock,
$0.001 Par Value(6) 10,000,000 $0.1875 $1,875,000 $ 521
----------
$ 2,310(7)

(1) Includes 2,181,529These shares of Common Stock that may be issued pursuant tocommon stock are offered by the exercise of Warrants (plus in accordance with Rule 416(a) of the Securities
Act of 1933, an indeterminate number of shares issuable as a result of the
antidilution/adjustment provisions of the Warrants), and includes 1,500,000
shares of Common Stock that may be issued upon conversion of an outstanding
Original Issue Discount Note, face amount $1,500,000.00.

(2) Estimatedselling stockholders. The
proposed maximum offering price was estimated solely for purposes of
calculating the registration fee pursuant to RulesRule 457(c) and (457(g) of the Securities
Act of 1933 and is based on the average of the high and low reported prices
on November 16, 2000.March 2, 2001.

(2) These common shares are issuable upon the exercise of the placement agent
warrants which are exercisable at $0.36 per share. The proposed maximum
offering price per share was estimated solely for purposes of calculating
the registration fee pursuant to Rule 457(g).

(3) These common shares are issuable upon the exercise of warrants which are
exercisable at $0.75 per share and expire February 14, 2007. The proposed
maximum offering price has been estimated solely for purposes of calculating
the registration fee pursuant to Rule 457(g).

(4) These shares are issuable upon the exercise of four (4) separate warrants at
$1.00 per share which expire on September 17, 2001, September 17, 2002,
September 17, 2003 and September 17, 2004. The proposed maximum offering
price has been estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(g).

(5) These common shares are issuable upon conversion of an outstanding Original
Issue Discount Note with face amount of $1,500,000.00. The proposed maximum
offering price has been estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(g).

(6) These common shares are reserved for issuance to the selling stockholders in
satisfaction of minimum price guarantees for the Common Stock based upon the
date upon which this Registration Statement becomes effective and, with
respect to the Original Issue Discount Note, based upon minimum price
guarantees for the Common Stock on the date on which the Convertible Debt is
converted for stock, if at all. A portion of these common shares is also
reserved for satisfaction of penalties assumed by the registrant for late
registration of the common shares covered by this Registration Statement
which may be paid in cash or in stock, at the option of the registrant.

(7) This registration fee was previously paid upon the filing of the original
Form S-3 Registration Statement.

(8) An undetermined number of common shares is being registered pursuant to Rule
416 under the Securities Act of 1933 to cover any adjustment in the number
of shares issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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THE AMERICAN ENERGY GROUP, LTD.

CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION REQUIRED BY PART I OF
FORM S-3 - PURSUANT TO ITEM 501(B) OF REGULATION S-K

FORM S-3 ITEM NUMBER LOCATION/HEADING IN PROSPECTUS
- -------------------- ------------------------------
1. Forepart of Registration Forepart and Outside
Statement and Outside Front Front Cover Page
Cover Page of Prospectus

2. Inside Front and Outside Back Inside Front Cover
Page;
Cover Page of Prospectus Page; Where You Can
Find More Information;
Incorporation of
Documents by Reference

3. Summary Information, Risk Factors Risk Factors;
otherwise notFactors and Ratio of Earnings otherwise not
to Fixed Charges applicable
Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Not Applicable

6. Dilution Dilution

7. Selling Security Holders Selling Stockholders

8. Plan of Distribution Plan of Distribution

9. Description of Securities to be Description of
Registered Securities
Registered

10. Interests of Named Experts and Not applicable
Counsel

11. Material Changes Not applicable

12. Incorporation of Certain Information Incorporation of
Information Documents by Reference

13. Disclosure of Commission Position on Commission Position on
Position on Indemnification Indemnification
for Securities Act Indemnification Liabilities

PROSPECTUS

SUBJECT TO COMPLETION DATED NOVEMBER 21, 2000MARCH 8, 2001

THE AMERICAN ENERGY GROUP, LTD.
14,564,093UP TO 29,939,904 SHARES OF COMMON STOCK

This Prospectus relatescovers the offer and resale of up to 14,564,09329,939,904
shares of the Common Stock, par value $0.001, (the "Common Stock"), of The American Energy Group, Ltd.
(the
"Company"), which may be offered from time to time pursuant toby the Registration
Statement to whichSelling Stockholders identified on pages 18, 19 and 20 of this Prospectus pertains by any of the non-affiliate selling
stockholders named herein
(the "Selling Stockholders"). The 14,564,09329,939,904 Common shares being registered are
comprised of (i) 10,882,564of:

o 15,141,374 Common shares currently held by the identified Selling
Stockholders, (ii)Stockholders;

o 1,600,000 Common shares that may be issued to one Selling
Stockholder under four 400,000-share warrantsWarrants presently exercisable
at $1.00 per share and expiring on September 17, 2001, September 17,
2002, September 17, 2003 and 2004, respectively, (iii) 556,529September 17, 2004.

o 946,929 Common shares which may be issued to aone Selling Stockholder
under five warrantssix Warrants presently exercisable at $0.36 per share and
expiring on September 17, 2004 and(as to 150,000 shares), July 24, 2005
(as to 178,530 shares), July 31,29, 2005 (as to 28,166 shares),
September 22, September 29 and2005 (as to 95,000 shares), October 2, 2005 respectively, (iv)(as to
104,833 shares) and January 5, 2006 (as to 390,400 shares).

o 25,000 Common shares which may be issued to aone Selling Stockholder
under a warrant presently exercisable at $0.75 per share and
expiring February 14, 2007 (collectively with
the foregoing 1,600,000 Warrants and 556,529 Warrants, the "Warrants") and (v)2007;

o 1,500,000 Common shares that may be issued to one Selling
Stockholder upon conversion, at the rate of one Common share per one
dollar of principal, of his Original Issue Discount Note for
$1,500,000.00, maturing March 17, 2002 (the "Convertible Debt").

The; and

o 10,000,000 Common shares which are reserved for issuance to the
Group 1 and 2 Selling Stockholders who are entitled to upward
adjustments, payable in cash or stock at the election of the
Company, if the market price for the Common Stock may be soldfalls below a
certain price at the time the Registration Statement to which this
Prospectus pertains becomes effective, and who are also entitled to
penalty payments, payable in cash or distributedstock at the election of the
Company, for delays in registration of their stock for resale.

The Selling Stockholders have not advised us of any specific plans they
have for resale or distribution of their shares. We anticipate that the Selling
Stockholders will sell the shares from

time to time by
or for the account of the Selling Stockholders through underwriters or dealers, through brokers or other agents,
or directly to one or more purchasers, including pledgees, at market prices
prevailing at the time of sale or at prices otherwise negotiated. This
Prospectus may also be used, with the Company's consent, by donees of the
Selling Stockholders or by other persons acquiring shares and who wish to offer and sell such securities requiring its use. The
Companyshares.

We will not receive proceeds from the issuance of Common Stock upon exercise of
the Warrants, but will receive no partany of the proceeds of sale of the Common Stock sold
by the Selling Stockholders. See "Selling Stockholders". AllWe will receive the proceeds from the exercise of
the Warrants, but only if and when exercised. We have agreed to pay all expenses
of registration incurred in connection with this offering, are being borne byexcept the
Company, but all direct
selling and other expenses incurred by each of the Selling Stockholders in the nature ofsuch as commissions and
discounts of underwriters, dealers or agents, which expenses will be borne by
each suchthe Selling Stockholder.

The Common Stock is traded on the National Association of Securities
Dealers, Inc.'s OTC Bulletin Board ("OTCBB") under the symbol "AMEL.OB". On
November 16, 2000,March 2, 2001, the average of the high and low reported prices of a share of
Common Stock on the OTCBB was $0.945.

1
$0.1875.

THIS INVESTMENT IN THE SECURITIES COVERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK ANDRISK. YOU SHOULD BE CONSIDEREDPURCHASE SHARES
ONLY BY PERSONS
WHOIF YOU CAN AFFORD THEA COMPLETE LOSS OF THEIRYOUR ENTIRE INVESTMENT. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 FOR RELEVANT5.

YOU SHOULD RELY ONLY ON THE INFORMATION RELATED
TO SUCH RISKS.

THESE SECURITIESCONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATIONAUTHORIZED ANYONE TO THE CONTRARYPROVIDE YOU WITH
INFORMATION THAT IS A CRIMINAL OFFENSE.

No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and , if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Selling Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.DIFFERENT.

The date of this Prospectus is November 21, 2000.March ___, 2001.

TABLE OF CONTENTS

PAGE

RISK FACTORS ..................................................................................................................... 5
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Cautionary Notice Regarding Forward Looking Information ................... 5

Limited Operating History; Rapid Growth ..........................History, Increasing Expenses And Cash ......... 5
Flow Limitations

Title To Domestic Properties ......................................................................... 5

Title toTo Pakistan License ............................................................................... 6

AvailableAvailability Of Domestic Markets andAnd Volatile Pricing ...................................... 6

Availability Of International Markets andAnd Volatile Pricing ...... 6

Uncertainty Of Reserve Estimates ................................ 6

Uncertainty of Reserve Estimates ................................. 6Effect Of Competition ......................................................On Operating Costs ........................ 7

Adverse Operating Conditions ................................................................................. 7

Compliance withEffect Of Governmental Regulations .........................On Operating Costs ........... 7

Need forFor Additional Funds ........................................ 8

Control by Management and Principal Stockholders ................. 8....................................... 7

Factors Inhibiting Takeover ...................................... 9..................................... 8

Lack ofOf Company Dividends ................................................ 9

Effects....................................... 8

Effect Upon Market Liquidity ofOf Penny Stock Reform Act .......... 8

Limitations onOn Director Liability ............................................................... 9

Effect On Market Price Of Shares Eligible forFor Future Sale .................................. 10....... 9

Effect On Market Price Of Future Issuances of Stock; AuthorizedOf Stock ............. 9

THE COMPANY ........................................................... 9
- -----------

Historical Information .......................................... 10

Recent Developments ............................................. 12

DESCRIPTION OF OUR SECURITIES ......................................... 12
- -----------------------------

Common Stock .................................................... 13

Preferred Stock ............ 10

THE COMPANY ............................................................ 10

DESCRIPTION OF SECURITIES .............................................. 13................................................. 14

Warrants ........................................................ 14

Convertible Debt ................................................ 15

Transfer Agent .................................................. 15

DILUTION ............................................................... 16.............................................................. 14
- --------

SELLING STOCKHOLDERS ................................................... 16.................................................. 15
- --------------------

PLAN OF DISTRIBUTION ................................................... 21.................................................. 19
- --------------------

USE OF PROCEEDS ........................................................ 22....................................................... 20
- ---------------

DOCUMENTS INCORPORATED BY REFERENCE .................................... 23................................... 20
- -----------------------------------

INDEMNIFICATION ........................................................ 23....................................................... 20
- ---------------

LEGAL MATTERS .......................................................... 24......................................................... 21
- -------------

EXPERTS ................................................................ 24............................................................... 21
- -------

WHERE YOU CAN FIND MORE INFORMATION .................................... 24................................... 21
- -----------------------------------

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider the following factors, in addition to other information contained
elsewhere in this Prospectus. An investment inIf any of the shares is suitablefollowing risks actually occurs, our
business, financial condition or results of operations could be materially
adversely affected. In such case, the trading price of the Common Stock could
decline and you may lose all or part of your investment. The risks and
uncertainties described below are not the only for
those purchasers who can bear the risk of loss of their entire investment.ones facing our Company.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING INFORMATION

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. ThenWe have used in this report, the words like "believe," "anticipate,""anticipate", "think," "intend,"
"plan," "will be," "expect" and similar expressions identify such forward-looking statements. Such statements regardingin this Prospectus. Our use
of these words relates to future events and/or theour future financial performance
of the Company are subject
toand carry certain risks and uncertainties which could cause actual events or
the
actual future results of the Company to differ materially from any forward
looking statement. Such risks and uncertainties include among other things, the
availability of any needed financing, the Company's ability to implement its
business plan, the impact of competition, the management of growth, and other
risks and uncertainties that may be detailed from time to time in the Company's
reports filed with the Securities and Exchange Commission. In light of the
significant risks and uncertainties inherent in the forward-looking statements
included herein, the inclusion of such statements should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.materially.

LIMITED OPERATING HISTORY; RAPID GROWTH

The Company wasHISTORY, INCREASING EXPENSES AND CASH FLOW LIMITATIONS

We were incorporated in 1987. Since 1994, the Company's effortswe have been focused upon exploration
and development of itsour Texas-based properties. Beginning in 1998, we began
exploratory drilling in Pakistan which has been unsuccessful to date. Since the
commencement of these operations, the Companyour operating expenses have grown rapidlyrapidly. The
lack of success in Pakistan has placed a material burden on our ability to fund
future operations because our collective operations have been financed solely
from our limited cash flow from our Texas operations and the Company intends to continue to expand
operations as it pursues the exploration and developmentby sales of its Texas-based and
Pakistan-based properties. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with a developing business and the
competitive environment in which the Company will operate. There can be no
assurance the Company will be able to implement its business plans or manage the
growth of its operations.our
securities.

TITLE TO DOMESTIC PROPERTIES

The Company'sOur Texas-based properties are oil and gas leasehold interests which,
according to their general terms, must be maintained by development operations
or continuous hydrocarbon production without cessation or interruption, except
for temporary cessation or interruption. Certain of theour leases furtheralso require
development of the covered acreage according to a specified schedule. The
consequences of our non-compliance with these operational and

5
developmental
obligations are forfeiture of the particular lease, in the case of non-temporary
cessation of operations and production of hydrocarbons, and forfeiture of
portions of the lease or undeveloped geologic horizons within the covered
acreage covered by a particular lease, in the case of non-compliance under
leases which contain scheduled development requirements.

TITLE TO PAKISTAN LICENSE

The Company's exploration license in the Jacobabad region of the Republic of
Pakistan held by our subsidiary, Hycarbex-American Energy, Inc., contains time
sensitive development and rental

funding obligations which, if not timely fulfilled, would likely result in a
forfeiture of the concession. While the estimated potential recoverable
hydrocarbon reserves under the acreage covered by the concession are not
included within the Company'sour stated reserves in itsour financial statements contained within
itsour Forms 10-K and 10-Q incorporated by reference, loss of the Pakistan
concession as a result of our non-compliance would likely have a substantial
adverse impact upon the market for the Company's securities.

AVAILABLEAVAILABILITY OF DOMESTIC MARKETS AND VOLATILE PRICING

There is an existing and available market for the oil produced from the
Company'sour
Texas-based properties. However, the prices which the Company obtainswe obtain for itsour production
are subject to market fluctuations which are affected by many factors, including
supply and demand. The Company reliesWe rely upon favorable pricing to meet itsour operational
expenses. Extended periods of depressed oil prices wouldcould result in the inability
to meet these operational expenses and could expose the
Companyus to the risk of loss of
itsour properties because of the financial inability to meet ongoing maintenance
and development requirements. Numerous factors beyond our control which could
affect pricing include:

o the level of consumer product demand,

o weather conditions,

o domestic and foreign governmental regulations,

o the price and availability of alternative fuels,

o political conditions,

o the foreign supply of oil and natural gas,

o the price of foreign imports, and

o overall economic conditions.

AVAILABILITY OF INTERNATIONAL MARKETS AND VOLATILE PRICING

The Company hasWe have not established production on itsour concession in the Republic of
Pakistan. Should our further development result in a well or wells capable of
producing hydrocarbons, sales of those hydrocarbons could not be made without
completing connections to existing pipeline facilities. The Company'sOur ability to generate a favorable
return on itsour investment in Pakistan will be dependent upon market prices and
conditions present at the time it achieveswe achieve commercial production, if at all.

UNCERTAINTY OF RESERVE ESTIMATES

6
Estimating quantities of reserves and future net cash flows from those
reserves is not an exact science. There are numerous uncertainties inherent in
estimating quantities of proved oil and gas reserves. Reserve reports rely upon
various assumptions, including those prescribed by the Commission, such as future oil and gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds. The process of
estimating oil and gas reserves is complex, requiring significant decisions and
assumptions in the evaluation of available geological, engineering and 6
economic
data for each reservoir. As a result, any suchreserve estimate is inherently an
imprecise estimation of reserve quantities and the estimated future net revenue
therefrom.revenues which can
be achieved. Actual future production, revenue, taxes, development expenditures,
operating expenses and quantities of recoverable oil and gas reserves will
always vary from those assumed in the estimate. Any significant variance from
the assumptions could materially affect the quantity and value of the Company'sour reserves
as compared to the estimates set forth in the reserve report. In addition, these
reserves may be subject to downward or upward revision, based upon production
history, results of future exploration and development, prevailing oil and gas
prices and other factors.

EFFECT OF COMPETITION The Company operatesON OPERATING COSTS

We operate in a highly competitive environment. The Company
competesWe compete with major and
independent oil and gas companies for the acquisition of oil and gas properties,
as well as for the equipment and labor required to develop and operate suchthe
properties. Many of these competitors have financial and other resources which
are substantially greater than those of the Company.ours.

ADVERSE OPERATING CONDITIONS

The oil and gas business involves a variety of operating risks, includingrisks. We are
faced with the risk that we will not find oil and natural gas at all or that we
will not find oil and natural gas in reservoirs from which we can economically
produce the oil and natural gas. The cost of fire, explosions, blow-outs, pipe failure, abnormally pressureddrilling, completing and operating
wells is substantial and uncertain. Numerous factors beyond our control may
cause the curtailment, delay or cancellation of drilling operations, including:

o unexpected drilling conditions,

o pressure or irregularities in formations,

o equipment failures or accidents,

o adverse weather conditions,

o compliance with governmental requirements, and

environmental hazards such as oil spills, gas leaks, ruptureso shortages or dischargesdelays in the availability of toxic gases. The occurrencedrilling rigs or delivery
crews and the delivery of any of the preceding events could
result in substantial losses to the Company due to injury or loss of life,
severe damage to or destruction of property, natural resources and equipment,
pollution or other environmental damage, clean-up responsibilities, regulatory
investigation and penalties and suspension of operations.equipment.

In accordance with customary industry practice, the Company haswe have maintained insurance
against some, but not all, of the risks described above. There can be no assuranceWe cannot assure you
that any insurance obtained by the Company will be adequate to cover anythe potential losses or
liabilities. The CompanyWe also cannot predict the continued availability of insurance or
the availability of insurance at premium levels that justify its purchase.

COMPLIANCE WITHEFFECT OF GOVERNMENTAL REGULATIONS ON OPERATING COSTS

Oil and gas operations are subject to various national, state and local
governmental regulations which may be changed from time to time in response to
economic or political conditions. Matters subjectsWe are subject to regulation including
discharge permits for drilling operations,regulations which include
drilling and abandonment bonds, reports concerning operations, the spacing of
wells, unitization and pooling of properties, taxation, and taxation.in the case of
Pakistan, annual payments to maintain the license.

From time to time, regulatory agencies have imposed price controls and
limitations on production by restricting the rate of flow of oil and gas wells
below actual production capacity in order to conserve supplies of oil and gas.
In addition, the

7
production, handling, storage, transportation and disposal of
oil and gas, by-products thereof and other substances and materials produced or
used in connection with oil and gas operations are subject to regulation under
national, state and local laws and regulations primarily relating to protection
of human health and the environment.

NEED FOR ADDITIONAL FUNDS

Since the production derived from theour Texas-based properties is
insufficient to meet itsour future capital requirements for both Texas and Pakistan
operations, the Companywe will need additional financing to meet theseour projected operating
capital of requirements. The Company doesWe do not currently have a line of credit or other credit
facility available to itus to meet these cash requirements. Additional financing
will be pursued, as needed, by seeking credit facilities, sales of the Companies'our
securities, sales of our assets and joint ventures. No
assurance canWe cannot be givencertain that the Companywe
will be successful in obtaining additional financing on favorable terms, if at
all.

CONTROL BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS

Current management of the Company owns, in the aggregate, approximately 3%
of the outstanding Common Stock (including options held by management).
Additional grants of stock or options to acquire stock may be delivered to
members of management in the future as bonuses, as compensation or pursuant to a
retirement plan. The election of directors is by plurality vote and there is no
cumulative voting. Accordingly, the existing management may be able to
significantly influence the election of the Board of Directors of the Company
and to direct the affairs of the Company.

FACTORS INHIBITING TAKEOVER

Certain provisions of the Company'sprovisions in our Amended Articles of Incorporation and
Bylaws may be deemed to have anti-takeover effects and may delay, defer or
prevent a takeover attempt that a stockholder might consider in the Company's or
theour
stockholder's best interest. The Company'sOur Amended Articles of incorporation authorize the Board of Directorsus
to determine the rights, preferences, privileges and restrictions of unissued
series of preferred stock and the designation of any such series, without any
vote or action by the Company's
stockholders. Thus, theThe Board of Directors can authorize and
issue shares of preferred stock with voting or conversion rights that could
adversely affect the voting or other rights of holders of the Company's Common Stock. In
addition, the issuance of preferred stock may have the effect of delaying,
deferring or preventing a change of control of the Company, since the terms of
any

8
preferred stock which might be issued could contain terms which could contain
special voting rights or increase the costs of acquiring the Company.

8
LACK OF COMPANY DIVIDENDS

The Company hasWe have not paid any dividends on itsour Common Stock since its
inception and doeswe
do not anticipate paying any dividends on itsour Common Stock in the foreseeable
future. Earnings, if any, will be used to finance the development and expansion
of the Company'sour business.

EFFECTSEFFECT UPON MARKET LIQUIDITY OF PENNY STOCK REFORM ACT

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. Commission regulations generally
define a penny stock to be an equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. In addition, if the Company'sour securities do not
meet an exception to the penny stock regulations cited above, trading in the
Company's securities would be covered by Rule 1 5g-915g-9 promulgated under the
Exchange Act for non-Nasdaq and non-national securities exchange listed
securities. Under such rule, broker/dealers who recommend such securities to
persons other than established customers and accredited investors (generally,
individuals with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000 or $300,000 together with their spouses) must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from this rule
if the market price is at least $5.00 per share.

Since the Company'sour securities are subject to the regulations applicable to penny
stocks, the market liquidity for Companyour securities could be adversely affected
because the regulations on penny stocks could limit the ability of
broker/dealers to sell the Company'sour securities and thuswhich would limit the ability of
purchasers of the Company'sour securities to sell their securities in the secondary market.

LIMITATIONS ON DIRECTOR LIABILITY

The General corporation Law of Nevada provides that a director of the
Companya
corporation shall not be personally liable to the Companycompany or its stockholders
for monetary damages for breach of fiduciary duty as a director, with certain
exceptions. These provisions may discourage stockholders from bringing suit
against a director for breach of fiduciary duty and may reduce the likelihood of
derivative litigation brought by stockholders on behalf of the Companycompany against a
director. The Company'sOur Amended Articles of Incorporation and Bylaws provide for
indemnification of directors and officers.

9
EFFECT ON MARKET PRICE OF SHARES ELIGIBLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, that future9

Future sales of shares of our Common Stock will have onmay adversely affect the market
price of the shares of Common Stock prevailing from time to time. Sales of
substantial amounts of Common stock,Stock, or the perception that these sales could
occur, could adversely affect prevailing market prices for the Common stockStock and
could impair theour ability of
the Company to raise additional capital through the sale of its equity
securities or through debt financing.

EFFECT ON MARKET PRICE OF FUTURE ISSUANCES OF STOCK; AUTHORIZED PREFERRED STOCK

As of the date of this Prospectus, the Company haswe have 80,000,000 shares of Common
Stock authorized, of which 52,020,07465,018,565 shares are issued and outstanding, and an
additional 11,435,0002,796,929 shares will have been reserved for issuance underlying
outstanding warrants with exercise prices ranging from $0.75 per share to $5.31$3.97
per share and in term from one year to seven years. The CompanyAnother 1,500,000 Common
shares have been reserved for issuance underlying convertible debt and an
indeterminate amount of shares may likewise be issued to satisfy late
registration penalties and stock price adjustments which affect the Group 1 and
Group 2 Selling Stockholders. We also hashave 20,000,000 shares of Preferred Stock,
$.001 par value per share, authorized of which 41,500 are outstanding as of the
date hereof.

The Company's AmendedOur Articles of Incorporation authorize the issuance of the Preferred
Stock with such designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion voting or other rights which could adversely affect the
voting power or other rights of the holders of the
Company'sour Common Stock. The balance of
the Company'sour authorized shares of common Stock and all of the Preferred Stock are not
reserved for any purpose and may be issued without any action or approval by the Company'sour
stockholders.

THE COMPANY

HISTORICAL INFORMATION

The American Energy Group, Ltd. (formerly Belize-American Corp.
Internationale)(formerly (formerly Dim, Inc.)[hereinafter "Company"] was organized in the
State of Nevada on July 21, 1987, as a wholly owned subsidiary of Dimension
Industries, Inc. a Utah Corporation (hereinafter "Dimension"). AsAt the time of
organization, the Companywe issued 1,366,250 shares of voting Common Stock to Dimension,
which was the sole stockholder. On April 28, 1989, a filing submitted
by the Company onour form S-18 filed with the United States
Securities and Exchange Commission was declared effective. Dimension distributed
the 1,366,250 shares it held to the stockholders of Dimension as a dividend.
Also distributed were 1,566,250 warrants to purchase 1 share of voting Common
Stock of the Company for each warrant held. The warrant offering expired on
August 11, 1989. Exercise of the warrants by shareholders resulted in the Companyour
issuing 1,547,872 shares of voting Common Stock issued and outstanding.Stock.

In 1987, the Companywe engaged in marketing an automobile carburetor modification
kit. The efforts were not successful and were abandoned. From 1987 to 1990, the Company was

10
we
were inactive. In October, 1990, the shareholders of the Company approved a one for ten (1:10)
reverse split of the voting Common Stock. In June, 1991, the Companywe obtained an Oil
Prospecting License from the government of Belize. As a special meeting of
shareholders, resolutions to change the name of the Company to "Belize-American
Corp. Internationale", forward split the voting Common Stock ten for one (10:1)
and a vote to ratify the Oil Prospecting License received a vote of approval.

During 1991, the Companywe attempted various means to attract sufficient capital
investment to develop the oil prospect in Belize, but was not successful. The
license expired due to theour lack of performance by the Company.performance. From 1992 until 1994, Companyour
activities consisted of attempting to raise capital for a business venture and
solicitation of other business enterprises for a possible merger. On September
22, 1994, the Companywe entered into an agreement with Simmons Oil Company, Inc., a Texas
corporation (hereinafter "Simmons") whereby the Companywe issued 2,074,521 shares of
Convertible Voting Preferred Stock to the shareholders of Simmons in order to
acquire Simmons and two subsidiaries of Simmons, Simmons Drilling Company and
Sequoia Operating Company. The agreement was effective September 30, 1994. Prior
to the acquisition of Simmons, Simmons had acquired certain oil and gas
properties located in Texas. Subsequent to the acquisition, the Companywe acquired
additional oil and gas properties in the same general area through its
subsidiaries.

In April 1995, the Companywe acquired all of the outstanding shares of Hycarbex,
Inc., a Texas corporation (hereinafter "Hycarbex") for 120,000 shares of our
voting Common Stock, of the Company, a 1% Overriding Royalty Interest in the revenues generated
through the development of Hycarbex's Pakistan Concession, and an agreement to
pay the sole shareholder $200,000 conditioned upon the success of that
development. For accounting purposes, this acquisition was treated as a pooling
of interests. The CompanyWe changed the name of Hycarbex, Inc. to Hycarbex-American Energy,
Inc. and it is operating as aour wholly owned subsidiary of the Company.subsidiary. Hycarbex hold an oil
and gas Concession and Exploration License granted by the government of
Pakistan. The Concession is located in the Middle Indus Basin near Jacobabad,
Pakistan. In addition to the above acquisition consideration, the Company, upon closing,we provided a
$551,000 Financial Guarantee Bond to the Government of Pakistan to assure
performance of Concession requirements. Subsequent seismic surveys performed and
the drilling conducted in 1997, 1998 , 1999 and 1998 by the Company2000 have satisfied the
Concession requirements to date.

The CompanyWe began producing commercial quantities of oil on its Texas-based
properties and emerged from the development stage during the year ended June 30,
1997. At that time, the Company, waswe were engaged in a program of drilling and reworking
developmental wells on itsour properties. The Company hasWe have continued to evaluate itsour
inventory of oil and gas properties, and to pursue capital investment to finance
a comprehensive drilling and production program, both in Texas and Pakistan.

In June, 1997, the Companywe purchased oil and gas properties totaling approximately
1,400 acres in Texas. During the year ended June 30, 1999, the
Companywe drilled eight

developmental wells on these properties, of which seven wells are currently
producing. One additional commercial well was completed in Texas after June 30,
1999.

11
RECENT DEVELOPMENTS

During the year ended June 30, 1999, the Companywe drilled itson our Pakistan concession
our second and
third exploratory wells in central Pakistan,exploration well, the David #1 Well, and commenced a third
exploratory well, the David #1A wells,Well. Although both wells encountered gas shows,
both were plugged and abandoned as non-commercial. No additional drilling was
undertaken during the year ended June 30, 2000, and the Companywe obtained an extension
from the Pakistan Government to commence a substitute well for the David #1A
Well by November 30, 2000, conditioned upon the completion of additional seismic
surveys on the acreage. The required seismic surveys were completed and based on the preliminary testing of the initial well drilled in
1997, the Kharnhak #1, and the geological information obtained while drilling
the second and third exploratory wells, the Company determined that further
drilling and testing in Pakistan is warranted.completed. The
extension until November 30,
2000 for therequired drilling of a substitute well on itsour Pakistan Concessionconcession was brought
about when the Companywe plugged and abandoned itsour David #1A well in the Spring of 1999
after encountering carbon dioxide and dangerous levels of hydrogen sulfide gas.
The extension is conditioned uponWe drilled the Company's compliance
with all other requirementssubstitute well (which was named Jacobabad No. 3) and it was
plugged and abandoned in January, 2001, as a non-commercial well. Based on the
geophysical data generated to date, the relative large size of the explorationconcession
and the actual data collected from the individual wells drilled to date, we
intend to drill additional exploratory wells on the concession.

As a general license including the
requirement, that a minimum of $1,100,000 be maintained onwe are obligated to deposit and maintain
in itsour Pakistan operating account toward the anticipated costs associated with the
drilling of the substitute well. An additional $1,100,000 for the anticipated costs of the next
succeeding exploration well required by the exploration license are also
required to be placed on deposit prior to
drilling that well. At the commencement of the currentsecond fiscal quarter, the Companywe had
slightly in excess of $1,100,00 on deposit in Pakistan. Under the applicable
local rules pertaining to petroleum concessions, the Government of Pakistan can
revoke the exploration license for any material breach which is not cured within
sixty days of written notice of noncompliance. HycarbexOur subsidiary has not received a
notice of default as of the date of this report. A failure to make the required
deposits after a default notice from the Pakistan Government could result in a
forfeiture of the exploration license and a loss of the concession. The exploration license could
also be revoked if Hycarbex is unable to comply with the November 30, 2000
drilling deadline for the replacement well. Upon any
revocation of the license, Hycarbexwe could remain liable to the Pakistan Government for
liquidated damages equal to the required deposit amounts.

The Company'sOur cash position is critical given the possibility of cost
overruns related to the near term drilling of the substitute well and the future deposit requirements in
Pakistan, as well as future development requirements under certain of itsour Texas
oil and gas leases if those leases are not sold in the near future, as
anticipated. Management intendsWe intend to continue to explore and pursue all available sources
of working capital through potential loans, sales of securities, sales of
assets, joint venture affiliations, and other transactions in order to meet itsour
anticipated near term needs. In conjunction with these efforts, the Company haswe have retained
an investment banking firm to assist in these efforts. There can be no assurance that these efforts will
continue to prove successful. In the event that
additional capital raising efforts by the Company are

12
unsuccessful, the likely
effects would be ultimate forfeiture of the Pakistan concession and, if the
Texas oil and gas leases are not sold, a slowdown or postponement of scheduled
reactivation and development activities on those Texas properties.

During the quarter ended March 31, 2000, the Companywe announced itsour intention to
sell itsour Texas oil and gas leases in order to focus the Company'sour activities and resources
toward the development of its

12
Pakistan concession and
immediately engaged in active negotiations with interested parties.concession. The timing of the decision was anticipated to permit the Companyus to
take advantage of opportunities for a more favorable sale created by recent
increases in market prices for oil. On May 9, 2000, the Companywe entered into an agreement
with Northern Lights Energy, Ltd. to sell itsour Texas oil and gas leases for four
million dollars after considering the relative terms of a number of verbal and
written offers from the interested parties. Northern Lights Energy, Ltd. failed
to consummate the transaction and managementwe initiated litigation during the quarter
commencing October 1, 2000, to cancel the contract, while simultaneously
commencing efforts to market the oil and gas leases to alternative prospective
purchasers. ThereIt is uncertain whether we can be no assurance that suchconsummate a sale will be consummated or, if consummated,
whether we will generate sufficient cash resources to meet all of theour near term
capital requirements in Pakistan. It is likely that such cash resourceswe will have to be supplemented bysupplement
cash resources with capital from the sale of the Company's securities, loans or other sources.
Sale of theour Texas leases would also eliminate the Company'sour ongoing revenue stream which
would create the need for a reserve from the sale proceeds or the need for
capital from other sources in order to meet near term administrative and
operating expenses. The Company doesWe do not currently have a line of credit or other credit
facility which can meet these needs and there can be no assurance that efforts
to sell its securities or raise capital by other means will be successful.

The CompanyWe recorded a net loss on itsour books for the year ending June 30, 2000
of $12,283,248 based, in part, upon the deemed asset impairment loss of
$11,643,262 recorded by the Companyus pursuant to SFAS 121 titled "Accounting for the
Impairment of Long-Lived Assets" resulting. This impairment loss resulted from the
contract to sell those assets for four million dollars, as described above. The
asset loss calculation is derived frombased upon the difference between the four million
dollar sale price and the value previously attributed to those assets previously on the books of the Company.our
books.

DESCRIPTION OF OUR SECURITIES

The Company isWe are authorized to issue 80,000,000 shares of Common stock, par value
$.001 per share, and 20,000,000 shares of Preferred Stock, par value $.001 per
share. As of the date of this Prospectus, there were 52,020,07465,018,565 shares of Common
Stock and 41,500 shares of Preferred Stock issued and outstanding.

COMMON STOCK

Subject to the rights of the holders of any shares of Preferred Stock
which may be issued in the future, holders of shares of our Common Stock of the
Company are
entitled to cast one vote for

13
each share held at all stockholders' meetings for
all purposes, including the election of the Board of Directors. Holders of
Common Stock have the right to share ratably in such dividends on shares of
Common Stock as may be declared by the Board of Directors out of funds legally
available therefore.available. Upon liquidation or dissolution, each outstanding share of Common
Stock will be entitled to share equally in the assets of the Company legally
available for distribution to stockholders after the payment of all debts and
other liabilities, subject to any superior rights of the holders of Preferred
Stock. Holders of our Common Stock have no preemptive rights. There are no
conversion or redemption privileges or sinking fund provisions with respect to
the Common stock.Stock. All of the

13
outstanding shares of our Common Stock are, and all of the shares of Common
Stock offered hereby will be, validly issued, fully paid and nonassessable. The
Common Stock does not have cumulative voting rights so holders of more than 50%
of the outstanding Common Stock can elect 100% of the Directors of the Company
if they choose to do so, subject to the rights of holders of Preferred Stock, if
any.

Under the terms of the private placements with the Group 1 and Group 2
Selling Stockholders, each holder is entitled to a 3% per month penalty for late
registration of their shares. Such shareholders are also entitled to an upward
adjustment, payable in cash or shares if the five-day average closing price is
less than $0.38 on the effective date of registration. The adjustment is
computed on the basis of the amount by which the $0.38 exceeds the greater of
the actual closing bid price and $0.10.

PREFERRED STOCK

TheOur Board of Directors is empowered to issue Preferred Stock from time to
time in one or more series, without stockholder approval, and with respect to
each series to determine (subject to limitations prescribed by law) (1) the
number of shares constituting such series, (2) the dividend rate on the shares
of such series, whether such dividends shall be cumulative and the relation of
such dividends to the dividends payable on any other class of stock, (3) whether
the shares of each series shall be redeemable and the terms of any redemption
thereof, (4) whether the shares shall be convertible into Common stock or other
securities and the terms of any conversion privileges, (5) the amount per share
payable on each series or other rights of holders of such shares on liquidation
or dissolution of the Company, (6) the voting rights, if any, for shares of each
series, (7) the provision of a sinking fund, if any, for each series, and (8)
generally any other rights and privileges not in conflict with the Certificate
of Incorporation for each series and qualifications, limitations or restrictions
thereof. The Company has outstanding one class of Preferred Stock. Block E
Preferred Stock, of which 41,500 shares are outstanding, originally provided for
convertibility on a one-for-five basis to Common Stock at the election of the
holder for a specified period. The convertibility period has expired for these
shares and the Company haswe have the right to redeem these shares at $0.50 per share.

WARRANTS

In the course of itsour business operations and past capital raising efforts,
the Company haswe have issued Warrants to purchase Common Stock to former and present
management and key personnel, consultants and certain subscribing shareholders
providingwhich provided for exercise prices which rangeranged from $0.75 to $5.31 per share
and providing for terms which range upward to seven (7) years. Each Warrant, if
exercised, would entitle the holder to one share of Common Stock. During the
fiscal quarter ending December 31, 2000, we reacquired and canceled many of
these warrants. Many of the original warrants have also expired. As of the date
of this Prospectus, there are 11,435,0002,796,929 unexpired Warrants outstanding, 75,000
of which 7,730,000 are held by the Company'sone of our former directors and present officers and
directors as a group.75,000 of which are held by
one of our current officers.

The Warrants covered by this registration statement are not held by any
current member or former memberone,
non-affiliate shareholder, by our placement agent, and by one of this officer/director group.the principals
of the placement agent. Zubair Kazi, one Selling Stockholder, acquired 1,600,000
Warrants in four-400,000 share certificates in a September 17, 1999 private
placement transaction which are exercisable at any time prior to September 17,
2001, 2002, 2003 and 2004, respectively, in a September 17, 1999 private placement transaction.2004. The Warrants provide for a $1.00 per share exercise
price, but if the five-day average bid price for the underlying Common Stock is
less than $1.40 at the time of exercise, the exercise price is resetadjusted to the
greater of $0.40 per share or sixty percent (60%) of the five day average bid
price. The 556,529946,929 Warrants held by Crary, Onthank & O'Neill, L.L.C, constitute
a portion of the compensation for serving as the placement agent in the
September, 1999 Kazi private placement, in the December 1999 private placement
in which Brian Perry acquired 133,334 of his Common shares, andin a subsequent
calendar 2000 private placement in which the Group 2 Selling Stockholders
acquired their Common shares, and in a January 2001 private placement in which
Mr. Kazi privately purchased 3,904,000 additional Common shares. These Warrants
are exercisable at $0.36 and expire five years after issuance.issuance such that 150,000
shares expire September 17, 2004, 178,530 shares expire July 24, 2005, 28,166
shares expire July 29, 2005, 95,000 shares expire September 22, 2005, 104,833
shares expire October 2, 2005 and 390,400 shares expire January 6, 2001. The
25,000 Warrants held by CalCalvert Crary, a principal in Crary, Onthank & O'Neill,
L.L.C., were acquired for services as a member of the Company's disclosure
committee. These Warrants are exercisable at $0.75 and expire February 14, 2007.
These 25,000 Warrants also contain a provision permitting, in the alternative,
exercise by the holder without cash consideration by relinquishment at the time
of exercise of a sufficient number of shares to cover the exercise price based
upon the ten-day average closing price for the ten days preceding exercise.

The shares of Common Stock which are to be issued to Mr. Kazi upon
exercise of his Warrants were required to be registered by the Company under the
Securities Act of 1933 within ninety (90) days of the transaction. A
registration statement was also required to be filed by the Company in
connection with the shares underlying his Convertible Debt within the same time
period. The Crary, Onthank & O'Neill, L.L.C. Warrants and Cal Crary Warrants do
not obligate the Company to register the underlying Common shares but do provide
for the right of the holder to "piggyback" to any registration statement
actually filed by the Company.

The Warrants do not confer upon any holder any rights as a
stockholder of the Company, including the right to vote. The Warrants contain
provisions to protect the holder against dilution by adjusting the price at
which the Warrants are exercisable and the number of shares issuable upon
exercise of the Warrants upon the occurrence of certain events. These events
include the payment of stock dividends, distributions, stock splits, and
reclassifications.

CONVERTIBLE DEBT

Mr. Kazi acquired, on September 17, 1999, an Original Issue Discount
Promissory Note, face value $1,500,000.00, which matures March 17, 2002, and
which provides for conversion by

15
the holder prior to maturity into Common Stock, in whole or in part, in
$10,000.00 increments. The conversion ratio is one share of Common Stock for
each one dollar of face amount of principal indebtedness converted. Pursuant to a reset provision, shouldShould the
five day average bid price for the Common Stock preceding the date of conversion
be less than $1.02 per share, the difference between the five day average bid
price (but not less than $0.40) and $1.02 for each dollar of principal
indebtedness converted is to be paid to the holder in cash or Common Stock,

15
at
the election of the Company. As indicated above, the registration requirements
for the Common Stock underlying the Convertible Debt transaction required
registration within ninety (90) days. The failure to meet this obligation
results in a monthly penalty equal to 3.0% of the indebtedness until the
registration requirement is satisfied, payable in stock or cash at the election
of the Company. TheA portion of the Common shares held by Mr. Kazi covered by the
registration statement to which this Prospectus pertains were acquired as
penalty shares.shares and additional penalty shares will be issued in the future
according to this formula until this Registration Statement is effective.

TRANSFER AGENT

The transfer agent for the Company's Common Stock is Signature Stock
Transfer, Inc., 14675 Midway Road, Suite 221, Addison, Texas 75001.

DILUTION

The interest in the Company of each holder of the Common Stock will be
diluted to the extent that the Warrants and/or the Convertible Debt covered by
this Prospectus are exercise.exercised. Assuming all of the Warrants and Convertible Debt
covered by this Prospectus are exercised, a total of 3,681,5294,071,929 shares of Common
Stock will be issued by the Company. On November 16, 2000,March 2, 2001, the exercise price for
the 556,529946,929 Warrants held by Crary, Onthank & O'Neill, L.L.C. was $0.74
below$0.17 above
the last quoted sale price of the Common Stock, the exercise price for the Crary
Warrants was $0.20 below$0.56 above the last quoted sale price of the Common Stock and the
exercise price for the 1,600,000 Warrants held by Zubair Kazi was $0.05$0.81 above
the last quoted sale price of the Common Stock. The interests of each holder
will be further diluted to the extent that penalties for late registration of
the shares of the Selling Stockholders are paid by us in stock rather than in
cash.

SELLING STOCKHOLDERS

MATERIAL RELATIONSHIPS

None of the Selling Stockholders has had, within the three years prior to
the filing of the registration statement to which this Prospectus pertains, any
material relationship with the Company, its predecessors or affiliates. Crary,
Onthank & O'Neill,

L.L.C., one of the two Warrant holders, has served as a placement agent to the
Company in the private placement to the Group 1 and Group 2 Selling
Stockholders. Mr. Crary, a principal in Crary, Onthank & O'Neill, L.L.C. also
serves on a disclosure committee created by the Board of Directors, for which he
has received, separately, 25,000 Warrants exercisable at $0.75 and expiring in
February 14, 2007.

OWNERSHIP OF SELLING STOCKHOLDERS BEFORE AND AFTER OFFERING

All of the Common Stock beneficially owned by the Selling Stockholders is
being offered under this registration statement and none of the Selling
Stockholders owns, prior to this offering, more than one percent of the
outstanding Common Stock of the Company except,except:

o Zubair Kazi, who beneficially owns 6.9% (assuming8.7% (but would own 12.8%
pursuant to Securities Rule 13d-3 upon conversion of all outstanding
Warrants and 16
Convertible Debt pursuantDebt) prior to Securities Rule 13d-3),this offering,

o Buhrer & Co., which beneficially owns 3.0%2.3% of the Common Stock prior
to this offering,

Appalachian
Energy Development, Inc.,o Bank Leumi Le Israel which beneficially owns 1.6%2.2% of the Common Stock prior to
this offering,

David French, whoo Appalachian Energy Development, Inc., which beneficially owns 1.3%
of the Common Stock prior to this offering, Boris Wagner,and

o David French, who owns 1.2% of the Common Stock prior to this
offering, Daniel Stoll, who owns 1.2% of the Common Stock prior to this offering
and Rahn & Bodmer, which beneficially owns 1.1%1.0% of the Common Stock prior to this
offering.

Subsequent to the offering, assuming all of the offered Common Stock is sold
(including stock underlying the Warrants and Convertible Debt), none of the
Selling Stockholders will beneficially own any remaining Common Stock except Mr.
Kazi, who will own 91,141 Common shares not covered by this offering.Registration
Statement.

The following table sets forth certain information with respect to the
Selling Stockholders as of November 20, 2000:

17
March 2, 2001:

COMMON STOCK REGISTERED IN THIS OFFERING

SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
OUTSTANDING SHARES TO BE ACQUIRED TO BE ACQUIRED
NAME OF SELLING OF COMMON STOCK ON EXERCISE ON CONVERSION
STOCKHOLDERS BEING REGISTERED OF WARRANTS OF DEBT
- ------------------------------------- ------------------ -------------- --------------

GROUP 1 STOCKHOLDERS(1)

Zubair Kazi .................... 1,241,322SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
OUTSTANDING TO BE TO BE
SHARES OF ACQUIRED ON ACQUIRED ON
NAME OF SELLING COMMON STOCK EXERCISE OF CONVERSION OF
STOCKHOLDERS BEING REGISTERED WARRANTS DEBT
- --------------- ----------------- ------------ --------------

GROUP 1 STOCKHOLDERS(1)
- --------------------

Zubair Kazi 5,544,266 1,600,000 1,500,000

GROUP 2 STOCKHOLDERS(2)
- --------------------

Brian Perry .................... 333,334 N/A N/A

John Barkal .................... 83,334 N/A N/A

David French ................... 666,668 N/A N/A

Rahn & Bodmer .................. 583,334 N/A N/A

Mario Lombardi ................. 83,334 N/A N/A

Jodi Cologgi and
Kenneth Biebel ................. 100,000 N/A N/A

Edward Owczarek ................ 100,000 N/A N/A

Thomas J. Ellich ............... 83,334 N/A N/A

Jerry Niedfelt ................. 100,000 N/A N/A

Joseph DeLuca and
Sharon S. Yoon-DeLuca .......... 83,334 N/A N/A

Gabor Haizer ................... 83,334 N/A N/A

Donald B. Kelly ................ 41,667 N/A N/A

Tom E. Kurtz ................... 100,000 N/A N/A

Edward Owczarek 100,000 N/A N/A

Thomas J. Ellich 83,334 N/A N/A

Jerry Niedfelt 100,000 N/A N/A

Joseph DeLuca and
Sharon S. Yoon-DeLuca 83,334 N/A N/A

Gabor Haizer 83,334 N/A N/A

Donald B. Kelly 41,667 N/A N/A

Tom E. Kurtz 100,000 N/A N/A

Bradley J. Manning and
Kimberly T. Manning 83,334 N/A N/A

James Tolster 83,334 N/A N/A

Calvert Crary 100,000 25,000(5) N/A

Harry Willner 400,000 N/A N/A

James C. Newborn 41,667 N/A N/A

Bradley J. Manning and
Kimberly T. Manning ............ 83,334 N/A N/A

James Tolster .................. 83,334 N/A N/A

Cal Crary ...................... 100,000 25,000(5) N/A

Harry Willner .................. 400,000 N/A N/A

James C. Newborn ............... 41,667 N/A N/A

James Boyle and
Diane Boyle .................... 90,000 N/A N/A

Appalachian Energy
Development, Inc. .............. 833,334 N/A N/A

GROUP 3 STOCKHOLDERS(3)
- --------------------

Christoph Nater ................ 43,500 N/A N/A

Caroline Dechsle ............... 40,000 N/A N/A

Silvia Schmid .................. 170,000 N/A N/A

Fugen Schmid ................... 170,000 N/A N/A

Philippe Pfister ............... 100,000 N/A N/A

Beat Schlagenaul ............... 65,000 N/A N/A

Esther Crameri ................. 34,000 N/A N/A

Polo Haberlin .................. 96,000 N/A N/A

Hans Bodmer .................... 150,000 N/A N/A

David Lottenbanch .............. 80,000 N/A N/A

Stefan Huhn .................... 167,000 N/A N/A

Julia Buhrer 150,000 N/A N/A

Peter Buhrer 40,000 N/A N/A

Buhrer & Co. 1,500,000 N/A N/A

Hanspeter Konig 16,700 N/A N/A

Gunther Hogemann 65,000 N/A N/A

Boris Wagner 650,000 N/A N/A

Dr. B. Sorg .................... 100,000 N/A N/A

Buhrer & Co. ................... 1,590,000 N/A N/A

Hanspeter Konig ................ 16,700 N/A N/A

Boris Wagner ................... 650,000 N/A N/A

Ulrich Grasberger .............. 83,400 N/A N/A

Heinz Fischer .................. 335,000 N/A N/A

Bernhard Nageli ................ 90,000 N/A N/A

Oski Kalin ..................... 34,000 N/A N/A

Christian Jost ................. 33,500 N/A N/A

Alice Loacker .................. 70,000 N/A N/A

Frau Frikart ................... 34,000 N/A N/A

Giuseppe Fiorenza .............. 300,000 N/A N/A

Mario Bagnato .................. 100,000 N/A N/A

Dr. Florian Salzgeber .......... 140,000 N/A N/A

Martin Gauch ................... 100,000 N/A N/A

Josef Sommer ................... 50,000 N/A N/A

M. Blacks ...................... 100,000 N/A N/A

Michael Riebensahm ............. 83,300 N/A N/A

Daniel Stoll ................... 632,500 N/A N/A

GROUP 4 STOCKHOLDERS(4)

Crary, Onthank & O'Neill, L.L.C N/A 556,529 N/A

TOTALS: ............................. 10,882,564 2,181,529 1,500,000
Ulrich Grasberger 66,667 N/A N/A

Elisabeth Heilmuth 16,700 N/A N/A

Heinz Fischer 335,000 N/A N/A

Phillip Muller
Imaz De Zavella 10,000 N/A N/A

Franz Steines 33,500 N/A N/A

Bernhard Nageli 90,000 N/A N/A

Oski Kalin 34,000 N/A N/A

Christian Jost 33,500 N/A N/A

Alice Loacker 70,000 N/A N/A

Frau Frikart 34,000 N/A N/A

Giuseppe Fiorenza 300,000 N/A N/A

Mario Bagnato 100,000 N/A N/A

Dr. Florian Salzgeber 140,000 N/A N/A

Martin Gauch 100,000 N/A N/A

Josef Sommer 50,000 N/A N/A

Michael Bleks 274,000 N/A N/A

Michael Riebensahm 83,300 N/A N/A

Daniel Stoll 632,500 N/A N/A

Bank Leumi Le Israel 400,000 N/A N/A

GROUP 4 STOCKHOLDERS(4)
- --------------------

Crary, Onthank & O'Neill, N/A 946,929 N/A
L.L.C.

TOTALS: 15,141,374 2,571,929 1,500,000

(1) Mr. Kazi's 1,600,000 Warrants were acquired in private placements of
$400,000 of Preferred Stock and $1,500,000 Convertible Debt in September
1999. The Warrants are exercisable at $1.00 per share, subject to
adjustment, and expire, in 400,000-share blocks, inon September 17, 2001,
September 17, 2002, September 17, 2003 and September 17, 2004, respectively, if not
exercised. Mr. Kazi's Convertible Debt is convertible prior to its
maturity on March 17, 2002, at one share per one dollar of principal,
subject to adjustment. The Convertible Debt placement to Mr. Kazi
contained 90-day registration obligations on the part of the Company which
if not met, trigger a 3% monthly penalty payable by the Company in cash or
stock. Mr. Kazi acquired 3,904,000 of his Common shares in a January 2001
placement. Mr. Kazi acquired the balance of his Common shares covered by
this Prospectus as penalty shares.

(2) The Group 2 Selling Stockholders acquired their shares in a calendar 2000
private placement except that Mr. Perry acquired 133,334 of his Common
shares in a December 1999 private placement.

(3) The Group 3 Selling Stockholders acquired their shares in a calendar 2000
private placement.

(4) The Group 4 Selling Stockholder acquired its Warrants as compensation for
serving as placement agent for the private placementplacements to the Group 1 and
Group 2 Selling Stockholders above. The Warrants are all exercisable at
$0.36 and expire on September 17, 2004 as to 150,000 shares, on July 24,
2005 as to 178,530 shares, on July 29, 2005 as to 28,166 shares, on
September 22, 2005 as to 95,000 shares, on October 2, 2005 as to 104,833
shares and on January 5, 2006 as to 390,400 shares.

(5) Mr. Crary acquired his Warrants for services as a member of the Company's
disclosure committee. They are exercisable at $0.75 per share and expire
February 14, 2007.

PLAN OF DISTRIBUTION

TheWe are registering the shares of Common Stock covered by this Prospectus
are being
registered by the Company for the account of the Selling Stockholders. The
CompanyWe will not receive any of the
proceeds from the offering hereunder. The
CompanyWe will receive the exercise price of the
warrants if and only when exercised. We are bearing all of the expenses of
registration incurred in connection with this offering, are being borne by the Company, but all selling and
other expenses incurred by the individual Selling Stockholders will be borne by
such Selling Stockholders.

The Selling Stockholders may offer and sell their shares of Common Stock
covered by this

21
Prospectus may be offered
and sold from time to time by the Selling Stockholders through brokers, in the over the counter market, in
privately negotiated transactions, or otherwise, at the prices prevailing at the
time of such sales, at prices related to such prevailing market prices, or at
negotiated prices. To the Company'sour knowledge, no specific brokers or dealers have been
designated by the Selling Stockholders nor has any agreement been entered into
in respect of brokerage commissions or for the exclusive or coordinated sale of
any securities which may be offered pursuant to this Prospectus. The CompanyWe will pay all
expenses of preparing and reproducing this Prospectus, but will not receive 21
the
proceeds from sales by the Selling Stockholders. Sales will be made at
prices prevailing at the times of such sales.

In addition, a Selling Stockholder may deliver shares of Common Stock
offered by this Prospectus from time to time to cover short sales made by such
Selling Stockholder. The Selling Stockholder may effect the transactions by
selling the shares of Common Stock to or through brokers and the brokers may
receive compensation in the form of commissions from the Selling Stockholders.
The Selling Stockholders and any broker, dealer or agent executing sell orders
on behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event commissions received by the
broker, dealer or agent and the profit on any resale of the shares of Common
Stock may be deemed to be underwriting commissions under the Securities Act.

In effecting the sale of the shares of Common Stock offered by this
Prospectus, a Selling Stockholder who is participating in a distribution, as
defined in Regulation M under the Exchange Act, will be required to comply with
Rule 102 of Regulation M. Rule 102 will require such Selling Stockholder, as
well as any person who acts in concert with the Selling Stockholder, and the
broker, if any, who sells the shares on behalf other Selling Stockholder, to
suspend all purchases of shares of the Common Stock at least one and possibly
five business days prior to and

22
until completion of the Selling Stockholder's participation in the distribution.
In the event that any of the Selling Stockholders are deemed to be affiliates of
the Company, under the Exchange Act, Rule 102, if applicable, will also require the
Company and all persons who are in a control relationship with the Company to
suspend all purchases of the Company's Common Stock at least one and possibly
five business days prior to and until completion of an affiliate Selling
Stockholder's participation in a distribution. When consideredwe consider it appropriate,
by the Company, the Companywe will require the Selling Stockholders and each of their underwriters,
brokers, or dealers, if applicable, to provide a letter that evidences
inapplicability of or represents compliance with Rule 102 before the Company
will authorize the transfer of the Selling Shareholders' shares of Common Stock.

The Company hasWe have agreed to indemnify the Group 1, 2 and 4 Selling Stockholders
against certain liabilities, including liabilities under the Securities Act in
connection with their respective registration rights.

USE OF PROCEEDS

The shares covered by this Prospectus are being offered by the Selling
Stockholders and not by the Company. Consequently, the Companywe will not receive any
proceeds from the sale of these shares. The CompanyWe will receive the exercise price of
the Warrants if and only when exercised. See "Selling Stockholders".

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, and all documents subsequently filed by The American
Energy Group, Ltd. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of the filing of such documents:

(a) the Company'so Our Report on Form 8-K/A dated September 29, 1998;

(b) the Company'so Our Annual Report on Form 10-K for the fiscal year ended June 30,
2000, filed October 13, 2000;

and

(c) the Company'so Our Quarterly Report on Form 10-Q for the quarter ending September
30, 2000, filed November 17, 2000.2000; and

o Our Quarterly Report on Form 10-Q for the quarter, ending December
31, 2000, filed February 20, 2001.

INDEMNIFICATION

Section 78.037 of the Nevada Revised Statutes provides generally and
in pertinent part that a Nevada corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its shareholders for damages for breach of fiduciary duty as a director other
than acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law. Additionally, Section 78.751 of the Nevada Corporation Code
permits indemnification of directors and officers for all actions that they take
on behalf of the corporation that they had reasonable cause to believe was
legal. This indemnification can include any and all civil, criminal and
administrative action. Additionally, Nevada law permits a corporation to make
financial arrangements to provide a buffer against potential liability,
including the creation of a trust fund, the establishment of a program of self
insurance, securing an obligation with a lien on corporate assets, or the
establishment of a credit, guarantee or other surety. Article IX of theour Articles
of Incorporation and Article VIII of theour Bylaws of the Company provide, in general, that a director or officer of the Companyour
directors and officers shall be indemnified from his
or her expenses incurred in the
defense of any proceeding so long as his or her actions were undertaken in good
faith.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons ofunder
the registrant pursuant to the foregoingabove provisions, or otherwise, the registrant
haswe have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant
in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrantwe will, unless in the opinion
of its counsel the matter has been settled by controlling

23
precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

LEGAL MATTERS

Certain legal matters in connection with the common stock offered by this
Prospectus will be passed on for the Companyus by Lindow & Treat, L.L.P., San Antonio,
Texas.

EXPERTS

The consolidated financial statements incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-K for the year ending
June 30, 2000 have been audited by HJ & Associates, L.L.C., independent
auditors, as stated in their report, which is incorporated in this Prospectus by
reference. These financial statements have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

The Company is24

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith fileswe file reports and
other information with the SEC under SEC File No. 0-26402. Reports proxy statements and other
information which we have filed by the Company can be inspected and copies at the public
reference facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies can be obtained by mail at prescribed rates.
Requests should be directed to the SEC's Public Reference Section, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please contact the SEC at
1-800-SEC-0330 for further information on the Public Reference Section. The SEC
maintains an Internet site at http://www.sec.gov that contains reports, proxy
statements and information statements and other information regarding issuers
that file electronically with the SEC, including the Company.

The Company furnishes itsSEC.

We furnish our stockholders with annual reports containing financial
statements audited by its independent certified public accountants and with
quarterly reports containing unaudited summary financial information for each of
the first three quarters of each fiscal year.

The Company hasWe have filed with the SEC herewith a registration statement on Form S-3 with
respect to the Common Stock offered hereby.described in this Prospectus. This Prospectus does
not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations
of the SEC. Any person to whomwho receives this Prospectus is delivered may obtain a copy of the
registration statement, including any exhibits, thereto, without charge, upon the oral or
written request of such person.request. Such requests should be directed to Linda Gann, Secretary of
The American Energy Group, Ltd., P.O. Box 105, Simonton, Texas 77476. The
Company's telephone number is (281) 346-0414.

2425

PART II

INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

AllWe will pay all expenses (other than fees and expenses of legal or other
advisors to the Selling Stockholders) in connection with the offering described
in this Registration Statement will be paid by the Company.Statement. Such expenses are as follows:*

Securities and Exchange Commission registration fee ..fee......... $ 4,060
Accounting fees and expenses ........................................................ $10,000
Legal fees and expenses .................................................................. $25,000
Miscellaneous ...................................................................................... $ 5,000
-------

Total .............................................................................. $44,060

* The amounts set forth, except for the filing fees for the Securities and
Exchange Commission, are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.037 of the Nevada Revised Statutes provides generally and in
pertinent part that a Nevada corporation may contain a provision eliminating or
limiting the personal liability of a director or officer to the corporation or
its shareholders for damages for breach of fiduciary duty as a director other
than acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law. Additionally, Section 78.751 of the Nevada Corporation Code
permits indemnification of directors and officers for all actions that they take
on behalf of the corporation that they had reasonable cause to believe was
legal. This indemnification can include any and all civil, criminal and
administrative action. Additionally, Nevada law permits a corporation to make
financial arrangements to provide a buffer against potential liability,
including the creation of a trust fund, the establishment of a program of self
insurance, securing an obligation with a lien on corporate assets, or the
establishment of a credit, guarantee or other surety. Article IX of theour Articles
of Incorporation and Article VIII of theour Bylaws of the Company provide, in general, that a
director or officer of the Company shall be indemnified from his or her expenses
incurred in the defense of any proceeding so long as his or her actions were
undertaken in good faith.

The indemnification provisions contained in the Amended Articles of
Incorporation Bylaws may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). For information as to
a limitation on indemnification of our directors, officers and controlling
persons,
of the Registrant, see the last undertaking in Item 17 of this Registration Statement.

II-1

ITEM 16. EXHIBITS

EXHIBIT NUMBER
AND DESCRIPTION

(4) Instruments Defining Rights of Security Holders
* 4.1 Form of Warrant

(5) Opinion re legality
* 5.1 Opinion of Lindow & Treat, L.L.P.

(23) Consents of experts and counsel
* 23.1 Consent of Lindow & Treat, L.L.P. (included in
its opinion filed as Exhibit 5.1)
* 23.2 Consent of H J & Associates, L.L.C.

(24) Power of attorney (included on the signature page hereof)

* Previously Filed

ITEM 17. UNDERTAKINGS.

The undersigned registrantWe hereby undertakes:

(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrantWe hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the
registrant'sour annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-2

is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than theour payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrantwe will, unless in the opinion
of itsour counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifieswe certify that it haswe
have reasonable grounds to believe that it meetswe meet all of the requirements for
filing on Form S-3 and haswe have duly caused this Amended to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Simonton, State of Texas, on November 21 2000.March 8, 2001.

THE AMERICAN ENERGY GROUP, LTD.

By:/s/ /s/ CHUCK VALCESCHINI
---------------------------------
Chuck Valceschini, President, Chief
Executive Officer and Chief
Financial Officer

II-3
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Chuck Valceschini, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Act, the amendment to this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
/s/ MANFRED WELSER Chairman of the Board of March 8, 2001
Manfred Welser Directors

/s/ CHUCK VALCESCHINI Chief Executive Officer, March 8, 2001
Chuck Valceschini President, Chief Financial
Officer and Director
(PRINCIPAL EXECUTIVE
OFFICER)

/s/ HOOMAN ZADEH Director March 8, 2001
Hooman Zadeh

/s/ GEORG VON CANAL Director March 8, 2001
Georg von Canal