AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2000

                                                REGISTRATION NO. 33-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                            LAKOTA TECHNOLOGIES, INC.

             (Exact Name of Registrant as Specified in Its Charter)

              COLORADO                                     58-2230297
     (State or Other Jurisdiction of                   (I.R.S.  Employer
     Incorporation  or Organization)                  Identification  No.)


                        2849 Paces Ferry Road, Suite 710
                                Atlanta, GA 30339

          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                                  Ken Honeyman
                                    President
                        2849 Paces Ferry Road, Suite 710
                                Atlanta, GA 30339
                                 (770) 433-8250
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

<S>                      <C>            <C>                           <C>                        <C>

Title of Securities      Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered         Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock,
par value $0.001(2)          2,175,000  $                       0.11  $                 239,250  $           63.17
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                           $           63.17
</TABLE>


(1) Estimated solely for the purpose of computing the amount of the registration
fee  pursuant  to  Rule  457(c).
(2) Represents shares of Common Stock issued to consultants and legal counsel to
the Company.  Please refer to the Selling Shareholders section of this document.


<PAGE>

                                EXPLANATORY NOTE

Lakota  Technologies, Inc("Lakota") has prepared this Registration Statement in
accordance  with  the requirements of Form S-8 under the Securities Act of 1933,
as  amended  (the  "1933  Act"), to register certain shares of common stock, par
value  $0.001 per share, issued to certain selling shareholders.  Under cover of
this  Form S-8 is a Reoffer Prospectus Lakota prepared in accordance with Part I
of  Form  S-3  under  the  1933 Act.  The Reoffer Prospectus may be utilized for
reofferings  and  resales  of up to 2,175,000 shares of common stock acquired by
the  selling  shareholders.


<PAGE>

                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Lakota  will  send or give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  Lakota does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.


<PAGE>

                               REOFFER PROSPECTUS

                             LAKOTA TECHNOLOGY, INC.
                        2849 PACES FERRY ROAD, SUITE 710
                             ATLANTA, GEORGIA 30339
                                 (770) 433-8250

                        2,175,000 SHARES OF COMMON STOCK


The  shares of common stock, $0.001 par value per share, of Lakota Technologies,
Inc.  ("Lakota"or the "Company") offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this  document  (the "Selling Shareholders").  The Selling Shareholders acquired
the Shares pursuant to a Consulting Agreement and a Legal Services Agreement for
consulting  and legal services that the Selling Shareholders provided to Lakota.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions.  Lakota will not receive
proceeds  from  any  of  the sale the Shares.  Lakota is paying for the expenses
incurred  in  registering  the  Shares  except  with  respect  to the legal fees
incurred  in  connection  therewith,  which  have  been waived by our counsel in
connection  with  this  registration  statement.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Lakota's  common  stock  is  currently  traded  on  the  NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "LAKOE."  Effective  January 20, 2000, as a
result  of  our  compliance with NASD Rule 6530, our common stock will be traded
under  the  symbol  "LAKO."

                         ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  16.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                January 19, 2000


<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information           2
Incorporated  Documents                            2
The  Company                                       3
Risk  Factors                                     16
Use  of  Proceeds                                 18
Selling  Shareholders                             19
Plan  of  Distribution                            19
Legal  Matters                                    20
Experts                                           20
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Lakota  is  required  to  file  annual,  quarterly  and  special  reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Lakota  to  "incorporate  by  reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

Lakota's  Report  on  Form 8-K, dated January 18, 2000 is incorporated herein by
reference.  The  Form  10-SB  of AGM, Inc., filed with the Commission on October
26,  1999 is incorporated herein by reference.  In addition, all documents filed
or  subsequently  filed by the Company under Sections 13(a), 13(c), 14 and 15(d)
of  the  1934  Act, before the termination of this offering, are incorporated by
reference.


<PAGE>

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at Lakota's executive offices, located at 2849 Paces
Ferry  Road,  Suite  710,  Atlanta, Georgia 30339.  Lakota's telephone number is
(770)  433-8250.  The  Company's  corporate  Web  site  address  is
http://www.lakotatech.com.


                              THE  COMPANY

COMPANY  OVERVIEW

     We  are  a  holding  company  which,  through  the  operations of our three
wholly-owned  subsidiaries,  is  engaged  in two very distinct business sectors.
The  first,  which  we  have  been  involved in since early 1997, is oil and gas
exploration  and  operations.  Our  subsidiary,  Lakota  Oil  and  Gas,  Inc.'s,
strategy  is  to  invest with joint partners in oil and gas exploration projects
that  already  underway.  The  target  joint  partners are larger, well-financed
entities  that  have  access to greater pools of resources which we believe will
result  in  enhanced  success  rates.  This  strategy  emphasizes  a  balanced,
risk-spreading  approach  to  create what we believe to be the maximum return on
investment.

     We  are  also  involved  in  the  rapidly  growing high technology Internet
sector.  We  recently  completed  two  acquisitions  which provided our means of
entry  into this exciting arena.  Our subsidiary, 2-Infinity.com, Inc., provides
low-cost,  high-speed,  dedicated  Internet  access,  focusing  on the hotel and
multiple  residential  markets.  Our  subsidiary,  AirNexus,  Inc.,  is a retail
provider  of commercial voice and data services with an emphasis on wireless, or
ethernet, networks. 2-Infinity and AirNexus gave us the opportunity to diversify
from  our  traditional  oil  and  gas  business  into the exciting world of high
technology  and  the  Internet.

     We  maintain  an  Internet  website  at  http://www.lakotatech.com.
                                              --------------------------

ORGANIZATIONAL  HISTORY

     On  November 14, 1995, our founders formed Lakota Energy, Inc. in the State
of  Colorado  for  the  purpose  of  engaging  in  oil  and  gas exploration and
operations.  On  November  6, 1996, Lakota Energy, Inc. was merged with and into
another  Colorado  corporation  named Chancellor Trading Group, Inc.  Chancellor
was  a  publicly  traded corporation which was incorporated on July 14, 1995 and
had  no  significant  operations  prior  to  their  merger with us.  Immediately
following the merger, the shareholders of Chancellor voted to change its name to
Lakota  Energy,  Inc.


<PAGE>

     Immediately  prior  to  the acquisition, Chancellor had 1,801,000 shares of
common stock outstanding.  As part of the merger, and in exchange for all of the
outstanding  common  stock  of  Lakota Energy, Inc., Chancellor issued 9,187,500
shares  to  the  shareholders  of  Lakota Energy, Inc. and an additional 118,000
shares  were  issued  to  third parties who assisted in closing the transaction.
Therefore,  on  November  6,  1996,  immediately  following  the  acquisition
transaction, we had 11,106,500 shares of common stock outstanding, and no shares
of  preferred  stock  outstanding.

     On  January  18,  2000,  we  entered  into  an  agreement with the majority
shareholders  of AGM, Inc., a Nevada corporation, pursuant to which we issued up
to 2,200,000 of our newly-issued shares of common stock to acquire up to 100% of
AGM.  AGM  was  a reporting company with the Securities and Exchange Commission.
As  part  of  the  acquisition, we elected to have successor issuer status under
rule  12g-3  of  the Securities Exchange Act of 1934, which makes us a reporting
company.

     Our  common  stock  is currently traded on the OTC bulletin board under the
symbol  "LAKOE."  Effective January 20, 2000, as a result of our compliance with
NASD  Rule  6530,  our  common  stock  will  be  traded under the symbol "LAKO."

LAKOTA  OIL  AND  GAS,  INC.

     On  June  9, 1999, we incorporated a Texas corporation named Lakota Oil and
Gas,  Inc.,  which  is  our  wholly-owned subsidiary.  Subsequently, on June 14,
1999,  we  transferred  our  interest  in  two  oil  exploration projects, which
constituted  all  of  our oil-and-gas-related assets at the time, to Lakota Oil.
The purpose of the transactions was to organize our oil and gas related business
into  one  operating  subsidiary, separate and distinct from our other operating
subsidiaries,  in  order  to more accurately reflect our diversified operations.

     The  strategic  plan  of Lakota Oil is to participate in projects that have
been developed by other successful, well financed companies.  The specific areas
of  interest  to  Lakota  Oil  are  Texas  and  Louisiana.  We  are adopting the
philosophy of several highly successful companies, both private and public, that
do  not  have  large  or  expensive  exploration  and  operating  staffs.  These
companies  utilize  the capital they would normally pay in salaries and benefits
to  participate in a greater number of sound drilling prospects.  We have found,
through  experience, that it is more advantageous to use outside consultants who
have  worked  in  a confined geologic area that are familiar with the nuances of
the  prospect's  geological  province.  These  consultants  are  located through
existing  contacts  and  relationships  of our management, and more specifically
John  Hayes,  and  are typically paid an hourly fee at the going market rate for
their services.  Each drilling project has a central operating company or entity
that  is responsible for contracting with, hiring, and compensating consultants,
as  well  as  sub-contractors,  on  the  project.

     This  plan  will  allow  us to operate and finance the growth of Lakota Oil
through  cash  flow  and  optional  debt  financing.

     Currently,  we  are  parties  to agreements with, among others, Cummins and
Walker  Oil  Company,  York  Resources,  and other large private investors.  Our
partners  have  the  necessary technical, engineering, data acquisition and land
procurement  resources  already  in  place,  making  an  affiliation  with  them
attractive.


<PAGE>

     Our investment in the South Halter Island Prospect, located in St. Mary and
Tennebonne  Parishes,  Louisiana,  in  which  we are under contract with Panaco,
Inc.,  York  Resources,  Inc.,  Janivo  Realty,  Inc.,  and Carson Energy, Inc.,
entitled  us  to  a 7.5% working interest with a 75% net revenue interest in the
specific oil well.  Our initial investment into the project was $24,000, plus an
additional  $163,748, which represented our share of the operating expenses.  On
July  27,  1999,  the  decision  was  made  to  plug  and  abandon  the  well.

     Our  investment in the Union Central Life Insurance Co. Well No. 1, located
in  Colorado County, Texas, in which we are under contract with Everest Minerals
Corporation and Cummins & Walker Oil Company, Inc., entitled us to a 20% working
interest  with a 75% net revenue interest in the specific oil well.  Our initial
investment  into  the  project  was  $57,225,  plus an additional $36,649, which
represented  our  share  of the operating expenses.  Development of this well is
currently  ongoing.

     Our  investment  in  the  well  known  as  the  VUA: Bernard #1, located in
Lafayette  Parish,  Louisiana,  entitles  us  to  a 100% working interest with a
73.74% net revenue interest in the specific oil well.  Our initial investment in
this  project  was  $35,000,  plus  an additional $55,112, which represented our
shares of the operating and work-over expenses.  Currently, the well is awaiting
further  downhole  work.

     Our  investment  in  the  Glass Mountain Prospect, located in Pecos County,
Texas,  in  which  we  own the land leases solely, entitles us to a 100% working
interest  with  a  81.25% net revenue interest in the 1,159 acres in this lease.
Our  initial investment in the project was 414,375 shares of Lakota Energy, Inc.
preferred  stock,  which  has  since  been  retired.

     In  general,  we  are  seeking  projects  with  the  following  criteria:

     -     2D  and  3D  seismic  interpretation
     -     Analog  production  data
     -     Reasonable  lease  terms
     -     Infrastructure  must  be  in  place  and  accessible
     -     Risked  economic  model  must fit the following profile: pay out
           less than one  year,  minimum  of  3:1  PV10  return  on  investment
     -     Prospect  must have multi-pay potential with minimum of 10 BCF, or
           billion cubic  feet,  potential

     Once  we  have  screened  projects  using  the above criteria, we generally
acquire an interest in the project ranging from 5% to 20%, depending on its cost
and  our available capital.  Although we have no specific goal for the number of
investments  during  the  next  12  months,  we  do  intend  to continue to seek
investments  which  we  believe  are  consistent  with  our  business  plan.

     Lakota  Oil  currently  has  one  employee,  its  president  John  Hayes.

     We  own  an  99.9% interest in another Texas corporation, West Bolt Energy,
Inc.,  which  previously  owned  and  operated  a  small  number  of oil and gas
properties.  West Bolt Energy, Inc. is not engaged in any significant operations
and  has  not  been  for  several  years,  and  does  not represent a measurable
percentage  of  the  assets  or  revenues  of  Lakota.


<PAGE>

2-INFINITY.COM,  INC.

     On  May  28,  1999,  we  acquired  all  of  the  outstanding  stock  of
2-Infinity.com,  Inc.,  a  Texas  corporation.  As  consideration  for  the
acquisition, we issued 3,000,000 shares of our common stock to Majed Jalali, the
sole  shareholder of 2-Infinity.  In addition, Mr. Jalali is entitled to receive
up  to  an additional 6,000,000 shares of our common stock if 2-Infinity reaches
gross  revenue  goals  ranging  from  $1,000,000  to $4,650,000.  As part of the
acquisition,  2-Infinity  entered  into  a  three year employment agreement with
Majed  Jalali,  president  of 2-Infinity.  Our management located and negotiated
the  transaction,  and  as  a  result  there  were  no finders or brokers' fees.

     The  acquisition  of  2-Infinity  triggered  the  beginning  of our changed
business focus into the high technology and Internet markets.  2-Infinity offers
high-speed,  dedicated Internet access, focusing initially on the Houston, Texas
residential  area during the next 12 months, and with plans to expand world-wide
in  the  near  future.  Currently,  2-Infinity  has  approximately  5 customers.

Tut  Systems,  Inc.

     2-Infinity  has  entered  into  a  Value  Added ReSeller Agreement with Tut
Systems,  Inc., which gives them the non-exclusive right to sell Tut's products.
Under the terms of the VAR Agreement, 2-Infinity has the right to purchase Tut's
products  at  prices  according to regularly published price lists from Tuts and
re-sell them to their customers.  2-Infinity is obligation to purchase a minimum
of  $1,000,000  in products per year.  There are no limits on the re-sale prices
2-Infinity  can  charge on the products.  The agreement is automatically renewed
for  successive one year terms, but can be terminated by either party on 90 days
notice.

     Tut's  is in the business of delivering plug-and-play network solutions for
local  loop,  enterprise,  and residential environments.  Tut's products deliver
high-speed  data  over  normal  telephone  wires  using  their  FastCopper  (tm)
technology.  Tut's  products  are  easy  to install and use, providing customers
with a dedicated connection 24 hours a day, while still allowing full use of the
telephone  line  for  voice  use.  More  importantly,  Tut's products require no
additional  wiring  or  modifications  to  the telephone lines.  Through the VAR
Agreement,  2-Infinity can offer its clients Tut's-enhanced Internet access at a
very  reasonable  price.

     2-Infinity  management  will  market  the  Tut's  products through existing
contacts  and  personal  introductions,  and is seeking to enter into agreements
with  the  owners  and  managers  of  multi  dwelling  units,  such as apartment
complexes,  hotels, high rise apartment buildings, and residential developers to
become  the  Internet  service  provider  for  the  entire  developments.

     At  the  present  time,  given  2-Infinity's exclusive focus on the Houston
area,  there  are  no  direct  competitors.  However, there are many competitors
offering  traditional  dial-up  Internet  service,  both in the Houston area and
worldwide.  In  addition  to  traditional  dial-up  Internet  access, many other
companies  are  offering  alternative  forms of Internet access, such as through
cable  and  wireless via satellite.  There can be no assurance that 2-Infinity's
current  method  of  technology  will be accepted on a widespread basis, nor can
there  be  any  assurance  that  it  will  be  able  to  compete  with  larger,
well-financed  competitors  within  their  marketplace.


<PAGE>

     2-Infinity offers its products in two different packages.  The first option
allows  the  subscriber  to rent equipment monthly on a low cost-per-unit basis.
The  second  option  allows the subscriber to purchase the equipment.  In either
case,  in  addition to the rental or purchase of the equipment, subscribers will
pay  a  monthly  subscription  fee  expected  to  be  approximately  $50.00  per
subscriber.  In  addition to the basic Internet access, subscribers will receive
a  value-added  package  including:

     -     A  guarantee  of  over  1Mbps  dedicated  access  for  each  resident
     -     Creation  and  maintenance  of  a  web  site  for  each  specific
           complex, property,  or  community
     -     Community  pages  and  chat  rooms
     -     Technical  support
     -     On-site  hardware  support
     -     Software  updates
     -     Complete  billing  services
     -     Multimedia  and  videoconferencing  capabilities  and  assistance
     -     Advertising  and  merchandising  support
     -     Static  IP  addresses
     -     Multiple  email  accounts
     -     Internet  training  programs

     2-Infinity  currently  has  10 employees, all of which are located at their
offices  at  4828  Loop  Central  Drive,  Suite  150,  Houston,  Texas  77081.

AIRNEXUS,  INC.

     On  June 8, 1999, we acquired all of the outstanding stock of Voice Design,
Inc.,  a  Texas  corporation  which later changed its name to AirNexus, Inc.  As
consideration for the acquisition, we issued an aggregate of 3,000,000 shares of
our  common stock to Patrick Cody Morgan, Candice Morgan, and Charles H. Downey,
Jr.  We  also paid the cash sum of $60,000.  In addition, Mr. Morgan is entitled
to  receive  up  to  an  additional  3,000,000 shares of our common stock if net
revenue goals ranging from $32,400 to $762,400 per year are met.  As part of the
acquisition, AirNexus entered into three year employment agreements with each of
Patrick  Cody  Morgan  and  Charles H. Downey, their chief executive officer and
president, respectively.  Our management located and negotiated the transaction,
and  as  a  result  there  were  no  finders  or  brokers'  fees.

     The  acquisition  of  AirNexus furthered our changed business plan to enter
the  high technology and Internet markets.  AirNexus is a Houston based provider
of  business  telephone  and  voice  mail  systems.  As  part of these services,
AirNexus  is a reseller of equipment manufactured by third parties such as 3Com,
Panasonic,  ESI,  Vodavi,  Maisoft,  and  Cortelco.


<PAGE>

Strategic  Alliances

     AirNexus  has  developed  a  relationship  with 3COM Corporation to deliver
their new NBX 100 product to the Houston market.  This "Product of the Year/Best
of  Show  in  1998",  as  awarded by Computer Telephony Magazine at the Computer
Telephony Expo 1998, along with wireless Ethernet technology enables the NBX 100
to  give  businesses  the  ability  to  consolidate voice, video and data on one
single  cable.  This  creates  an  unprecedented  integration between computers,
telephone  networks  and  the  Internet.

     Under  the  terms  of  the  3Com  agreement, AirNexus has the non-exclusive
rights  to  license  and distribute specific 3Com products in the Houston, Texas
and  surrounding areas.  3Com may terminate the agreement in certain situations,
including  breach  of  the  agreement by AirNexus and the failure of AirNexus to
purchase  a  minimum  of  $200,0000  worth  of  product  per  year.

     AirNexus  also  can,  and  in  the near future intends to, deliver the Tuts
system  to  commercial  properties  as  well as school and small to medium sized
businesses  as  a  target market.  Recently, AirNexus has signed an agreement to
become a re-seller of Cortelco Systems' Millennium PBX, a communication platform
that offers state of the art switching and call routing.  AirNexus currently has
approximately  25  material  customers.

Target  Markets

     The target market for AirNexus is businesses with between 20-100 employees.
This  sector  of the market typically does not have a systems manager or network
administrator on staff, and due to this, AirNexus believes they are an excellent
target  candidate  for  their  integrated  services.  A high percentage of these
companies  have  a  network  in  place and are receptive to new advancements and
technology.  AirNexus  intends  to  provide  this  sector  with a convenient and
easily  acceptable  avenue  to  outsource  voice,  data and Internet services by
utilizing  the  referenced  product  line  and  by  continually  seeking further
business  solutions  that  fit  the  customer  profile.

     AirNexus  obtains  leads  for  potential  customers  in  a variety of ways:

    -     Manufacturers  provide  leads  from  their  customers
    -     Outside  telemarketers  are  utilized
    -     Referrals  from  existing  customers
    -     Marketing  lists  are  purchased
    -     Yellow  Pages  advertising,  and
    -     Print  advertising.

All  leads  are  given  to  individual  account  managers to follow-up with each
customer.  Once  a  customer  has agreed to purchase the equipment and services,
AirNexus  does the installation and provides all the follow-up customer support.

Sales  Strategy

     AirNexus  has  designed  a  strategy  intended to make them a leader in the
telephony  marketplace.

    -     Develop product lines which give clients the latest features at a
          discount over  competing  systems.
    -     Waive  activation  fees  and  hardware  costs  in  return  for  long
          term contracts.
    -     Lease-to-own  all  wireless  equipment required to build the network,
          with terms  up  to  60  months.


<PAGE>

    -     Develop  contracts  with  commercial  management  companies to deliver
          the services  to  their  tenants.  This value-added approach allows
          these management companies  the ability to maintain long term
          occupancy and generate new tenants.
    -     Commence  an  advertising  campaign  that targets  technology  buyers.
    -     Build  an interactive demonstration room that provides potential
          clients a hands-on  approach  to  the  products  and  services.

AirNexus  currently  employs 6 employees, all located at their offices at 333 N.
Sam  Houston  Parkway  East,  Suite  870,  Houston,  Texas  77060.

INTELLECTUAL  PROPERTY

     We  regard  our  copyrights,  service  marks, trademarks, trade secrets and
similar  intellectual property as critical to our success, and rely on trademark
and  copyright  law,  trade secret protection and confidentiality and/or license
agreements  with  our  employees,  customers, partners and others to protect our
proprietary rights.   We have no registered trademarks or service marks to date.
It  may  be  possible  for unauthorized third parties to copy some or all of our
products  or  reverse  engineer  or obtain and use information that we regard as
proprietary.  In  addition,  the  laws  of some foreign countries do not protect
proprietary  rights  to  the  same  extent  as do the laws of the United States.
There can be no assurance that our means of protecting our proprietary rights in
the  United  States  or  abroad  will  be  adequate.

     Other  parties  may  assert, from time to time, infringement claims against
us.  We may also be subject to legal proceedings and claims from time to time in
the ordinary course of our business, including claims of alleged infringement of
the trademarks and other intellectual property rights of third parties by us and
our  licensees,  if  any.  Such claims, even if not meritorious, could result in
the  expenditure  of  significant  financial  and  managerial  resources.

GOVERNMENTAL  REGULATION

     Because  our  strategy is to be minority investors in a number of different
oil  and  gas  exploration  projects,  we  are  not directly subject to industry
regulations.  Each  of the agreements to which we are currently a party provides
that  the  central  operator  of  the  project  will  identify  and  address any
compliance  requirements  and  expenses associated with that particular project.
As  a  result,  we do not believe we have any obligations to identify and comply
with  environmental  regulations  in our oil and gas business.  Because we often
are responsible for a pro-rata share of ongoing operating expenses, however, the
return on our investment in any particular project may be negatively effected if
unforseen  environmental  or  regulatory  expenses  are  incurred.


<PAGE>

     Although  there  are currently few laws and regulations directly applicable
to  the  Internet  and  e-commerce,  it  is  possible  that a number of laws and
regulations  may  be adopted with respect to the Internet or e-commerce covering
issues  such  as  user  privacy,  pricing,  content,  copyrights,  distribution,
antitrust  and  characteristics  and quality of products and services.  Further,
the  growth and development of the market for Internet services may prompt calls
for  more  stringent consumer protection laws that may impose additional burdens
on  those  companies conducting business online.  The adoption of any additional
laws  or  regulations may impair the growth of the Internet or commercial online
services,  which  could,  in  turn,  decrease  the  demand  for our products and
services  and  increase our cost of doing business, or otherwise have a material
adverse  effect  on  our  business,  operating  results and financial condition.
Moreover,  the  applicability  to  the  Internet  of  existing  laws  in various
jurisdictions  governing  issues  such  as  property  ownership, sales and other
taxes,  libel  and  personal privacy is uncertain and may take years to resolve.
Any  such new legislation or regulation, the application of laws and regulations
from  jurisdictions  whose  laws  do  not currently apply to our business or the
application  of  existing  laws  and  regulations  to  the Internet could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

RESEARCH  AND  DEVELOPMENT

     We have not spent any measurable amount of time on research and development
activities.

EMPLOYEES

     As of October 1, 1999, Lakota Technologies, Inc. had 3 full-time employees,
2-Infinity  had  10 full-time employees, AirNexus had 6 full-time employees, and
Lakota  Oil  had  1 full-time employee.  None of our employees is covered by any
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees  are  good.

FACILITIES

     Our principal executive offices are located at 2849 Paces Ferry Road, Suite
710,  Atlanta,  Georgia  30339, which we occupy under a lease ending January 14,
2000  for  $2,261.86 per month.  At the end of such term, we believe that we can
lease  the  same  or  comparable offices at approximately the same monthly rate,
however,  we  can  make  no  guarantees  or  assurances  of  that  fact.

     2-Infinity.com  maintains  executive  offices  located at 4828 Loop Central
Drive,  Suite  150, Houston, Texas 77081, which they occupy under a lease ending
June 30, 2002 for $1,668.94 per month.  At the end of such term, we believe that
we  can  lease  the same or comparable offices at approximately the same monthly
rate,  however,  we  can  make  no  guarantees  or  assurances  of  that  fact.

     AirNexus  maintains executive offices located at 333 N. Sam Houston Parkway
East,  Suite  870,  Houston, Texas 77060, which they occupy under a lease ending
October  1,  2004  for $5,621.00 per month.  At the end of such term, we believe
that  we  can  lease  the  same  or comparable offices at approximately the same
monthly  rate,  however,  we  can make no guarantees or assurances of that fact.

     Lakota  Oil  maintains executive offices located at 3303 FM 1960 West Suite
F,  Houston,  Texas  77068, which they occupy under a lease ending July 31, 2000
for  $495.00  per  month.  At the end of such term, we believe that we can lease
the  same or comparable offices at approximately the same monthly rate, however,
we  can  make  no  guarantees  or  assurances  of  that  fact.


<PAGE>

                           RISK  FACTORS

In this section we highlight some of the risks associated with Lakota's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR OIL AND GAS BUSINESS AS WELL AS OUR INTERNET AND TECHNOLOGY
BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  OIL  AND  GAS  EXPLORATION AND INTERNET TECHNOLOGY BUSINESSES HAVE
EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.  We  began  in  the  oil and gas
exploration  business in 1997, and our Internet and technology subsidiaries have
been  in  operation  since  early  1999.  As  a  result,  we have only a limited
operating  history  upon  which you may evaluate our business and prospects.  In
addition,  you  must  consider  our  prospects  in  light  of  the  risks  and
uncertainties  encountered  by companies in an early stage of development in new
and  rapidly  evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $6,367,274 as of September 30, 1999 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely upon the experience of Ken Honeyman and Howard Wilson, our
president and secretary, respectively.  We do not currently maintain a policy of
key  man  life  insurance  on  any  of  our  employees  or  management  team.


<PAGE>

     OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout the software and Internet start-up
industries.  Our  success  depends  in  large  part upon our ability to attract,
train,  motivate  and  retain  highly skilled sales and marketing personnel, web
designers, software engineers and other senior personnel. Our failure to attract
and  retain  the  highly  trained  technical  personnel that are integral to our
direct  sales, product development, service and support teams may limit the rate
at  which we can generate sales and develop new products and services or product
and  service  enhancements.  This could hurt our business, operating results and
financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.


<PAGE>

     WE  COULD  LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR COMPUTER SYSTEMS
OR  THE  COMPUTER  SYSTEMS  OF  THIRD-PARTIES ARE NOT YEAR 2000 COMPLIANT.  Many
currently  installed  computer  systems  and  software  products accept only two
digits  to  identify  the  year  in any date. Thus, the year 2000 will appear as
"00,"  which a system or software might consider to be the year 1900 rather than
the  year  2000.  This  error  could  result  in  system  failures,  delays  or
miscalculations  that  disrupt  our  operations.  The  failure  of  our internal
systems,  or  any  material third-party systems, to be year 2000 compliant could
result in significant liabilities and could seriously harm our business. We have
conducted  a  review of our business systems, including our computer systems. We
have  taken  steps  to  remedy  potential problems, but have not yet developed a
comprehensive year 2000 contingency plan. There can be no assurance that we will
identify  all  year  2000  problems in our computer systems before they occur or
that  we  will  be able to remedy any problems that are discovered. We have also
queried  many  of  our  customers, vendors and resellers as to their progress in
identifying  and  addressing  problems  that  their computer systems may face in
correctly  interrelating  and  processing  date  information  as  the  year 2000
approaches  and  is  reached.  We  have received responses from several of these
parties,  but there can be no assurance that we will identify all such year 2000
problems  in  the computer systems of our customers, vendors or resellers before
they  occur  or that we will be able to remedy any problems that are discovered.
Our  efforts to identify and address year 2000 problems, and the expenses we may
incur  as a result of such problems, could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.  In addition, the
revenue  stream  and  financial stability of existing customers may be adversely
impacted  by  year 2000 problems, which could cause fluctuations in our revenue.
If  we  fail  to  identify  and remedy year 2000 problems, we could also be at a
competitive  disadvantage  relative  to  companies  that  have  corrected  such
problems.  Any  of  these outcomes could have significant adverse effects on our
business,  financial  condition  and  results  of  operations.

     WE  MAY  NOT  HAVE  SUFFICIENT  INTEREST IN OUR INTERNET BUSINESSES TO MAKE
MONEY.  If  the  market  for  the  services  offered by 2-Infinity.com, Inc. and
AirNexus,  Inc.  do  not  grow  at  a  significant rate, our business, operating
results  and  financial  condition  will  be  negatively  affected.  Our
Internet-related  services  are  a  relatively  new  concept.  Future demand for
recently  introduced  technologies  is highly uncertain, and therefore we cannot
guaranty  that  our  business  will  grow  as  we  expect.

     OUR  INTERNET  BUSINESSES  ARE  IN  HIGHLY COMPETITIVE INDUSTRIES, AND THUS
THERE  MAY  NOT  BE  ENOUGH  DEMAND  FOR OUR PRODUCTS OR SERVICES FOR US TO MAKE
MONEY.  There  are numerous competitors offering the services of 2-Infinity.com,
Inc.  and  AirNexus,  Inc.  Many  of  our current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly  greater  financial,  marketing and other resources than we do and
may  enter  into  strategic  or  commercial  relationships  with  larger,  more
established and well-financed companies.  Some of our competitors may be able to
enter  into  such strategic or commercial relationships on more favorable terms.
In  addition,  new  technologies  and the expansion of existing technologies may
increase  competitive  pressures  on  us.  Increased  competition  may result in
reduced  operating  margins  and  loss  of  market  share.


<PAGE>

     REVENUES FROM OUR INTERNET BUSINESSES WILL BE LESS LIKELY TO DEVELOP IF THE
INTERNET  DOES  NOT  REMAIN  A  VIABLE  COMMERCIAL  MARKETPLACE.  Our ability to
generate revenues is substantially dependent upon continued growth in the use of
the  Internet  and the infrastructure for providing Internet access and carrying
Internet traffic. We don't know if the necessary infrastructure or complementary
products  will  be  developed  or  that  the  Internet will prove to be a viable
commercial  marketplace. To the extent that the Internet continues to experience
significant  growth  in  the  level  of  use  and the number of users, we cannot
guaranty that the infrastructure will continue to be able to support the demands
placed  upon it by such potential growth. In addition, delays in the development
or  adoption of new standards or protocols required to handle levels of Internet
activity,  or  increased  governmental regulation may restrict the growth of the
Internet. If the necessary infrastructure or complementary products and services
are  not  developed  or  if  the  Internet  does  not become a viable commercial
marketplace,  our  business,  operating results and financial condition would be
negatively  affected.

     WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT MAINTAIN
THE  SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.  Internet companies rely on
encryption  and  authentication  technology  to  provide  the  security  and
authentication  necessary  to  effect  secure  transmission  of  confidential
information.  There  can be no assurance that advances in computer capabilities,
new  discoveries  in  the  field  of cryptography or other developments will not
result  in a compromise or breach of the algorithms used by companies to protect
consumer's  transaction  data.  If  any such compromise of this security were to
occur,  it  could  have  a  material  adverse  effect  on our potential clients,
business,  prospects, financial condition and results of operations. A party who
is  able  to  circumvent  security  measures  could  misappropriate  proprietary
information  or  cause interruptions in operations. We may be required to expend
significant  capital  and  other  resources  to  protect  against  such security
breaches  or  to  alleviate  problems caused by such breaches. Concerns over the
security  of transactions conducted on the Internet and the privacy of users may
also  hinder  the  growth  of  online services generally. To the extent that our
activities  or  third-party  contractors involve the storage and transmission of
proprietary  information,  such  as  credit  card  numbers,  or  personal  data
information,  security  breaches  could damage our reputation and expose us to a
risk  of  loss  or litigation and possible liability. We cannot be sure that our
security  measures will not prevent security breaches or that failure to prevent
such  security breaches will not have a material adverse effect on our business.


RISKS  RELATED  TO  OUR  OIL  AND  GAS  EXPLORATION  BUSINESS

     OUR  REVENUES  MAY  VARY  WIDELY  BECAUSE  OIL  AND  GAS  PRICES ARE HIGHLY
VOLATILE.  A  portion  of  our  future  potential  revenue  is  dependent on the
prevailing  market  price  for  oil  and  gas.  The  prices  for  oil  and  gas
historically have been volatile and are subject to wide fluctuations in response
to changes in the supply of and demand for oil and gas, market uncertainties and
a  variety  of  additional factors beyond our control. These factors include the
level  of  consumer  product  demand,  weather  conditions, domestic and foreign
governmental  regulation,  political  conditions in the Middle East, the foreign
supply  of  oil  and  gas,  the  price and availability of alternative fuels and
overall  oil  and  gas market conditions. It is impossible to predict future oil
and gas price movements with any certainty.  Any substantial or extended decline
in  the  price  of  oil  and  gas  would have a negative effect on our financial
condition and results of operations, as well as reduce the amount of our oil and
gas  that  we  can  produce  economically.


<PAGE>

     IF  LOCAL OPERATORS DO NOT EFFECTIVELY MANAGE OUR PROPERTIES, WE MAY SUFFER
A  LOSS OF REVENUES OR SIGNIFICANT ADDITIONAL EXPENSES.  None of our oil and gas
properties  are  operated  by  us. As a result, we have limited control over the
manner  in  which  operations  are  conducted  on such properties, including the
safety  and environmental standards. Under the terms of the operating agreements
governing  operations  on the properties in which we have an interest, we do not
have  any  measurable  influence  or  control  over  the  nature  and  timing of
exploration  and  development  activities.  As  a  result, the operators of such
properties could undertake exploration or development projects at a time when we
and  our  joint  partners do not have the funds required to finance our share of
the  costs  of  such  projects.  In such event, in accordance with the operating
agreements  relating  to  properties  in  which  we  have an interest, the other
parties  to  such  agreements who fund their share of the cost of such a project
are  generally  entitled  to receive all cash flow from such project, subject to
rights  of  third  party  royalty  or  other  interest  owners,  until they have
recovered  a  multiple of the costs of such project  prior to our receipt of any
production  or revenues from such project or, in the event drilling is necessary
to  maintain leasehold interests, we may be required to forfeit our interests in
such  projects.  Conversely,  the  operators  of such properties could refuse to
initiate exploration or development projects, in which case we would be required
to  propose  such activities and may be required to proceed with such activities
at  much  higher levels of participation than expected and without receiving any
funding from the other interest owners or the operators may initiate exploration
or development projects on a slower schedule than we prefer. Any of these events
could  have  a significant effect on our anticipated exploration and development
activities  and  financing  thereof.

     OUR  REVENUES  AND  PROFITABILITY  WILL BE NEGATIVELY AFFECTED IF THERE ARE
OPERATIONAL  ACCIDENTS  OR  OTHER  UNFORSEEN  LIABILITIES.  Our  operations  are
subject  to  risks  inherent  in  the  oil  and  gas industry, such as blowouts,
cratering,  explosions,  uncontrollable flows of oil, gas or well fluids, fires,
pollution and other environmental risks. These risks could result in substantial
losses to us due to injury and loss of life, severe damage to and destruction of
property  and equipment, pollution and other environmental damage and suspension
of  operations. In accordance with customary industry practice, we are not fully
insured  against  all  risks  incident to its business. Because of the nature of
industry  hazards,  it  is  possible  that  liabilities  for pollution and other
damages  arising  from  a  major  occurrence  could exceed insurance coverage or
policy  limits.  Any  such liabilities could have a materially adverse effect on
our  operations  and  profitability.

     OUR  SELECTION PROCESS FOR OIL AND GAS INVESTMENTS MAY RESULT IN PROPERTIES
THAT  ARE  UNPRODUCTIVE. We intend to continue acquiring oil and gas properties.
Although we perform a review of the properties to be acquired that we believe is
consistent  with  industry  practices,  our  reviews  are inherently incomplete.
Generally,  it  is  not  feasible  to  review in-depth every individual property
involved  in  each  acquisition. Ordinarily, we will focus its review efforts on
the  higher-valued  properties  and  will sample the remainder. However, even an
in-depth  review  of  all  properties  and  records  may  not necessarily reveal
existing or potential problems nor will it permit a buyer to become sufficiently
familiar  with  the  properties  to  assess  fully  their  deficiencies  and
capabilities.  Inspections  may  not  always  be  performed  on  every well, and
environmental  problems, such as ground water contamination, are not necessarily
observable  even  when an inspection is undertaken. Furthermore, we must rely on
information, including financial, operating and geological information, provided
by  the  seller  of  the  properties without being able to verify fully all such
information  and without the benefit of knowing the history of operations of all
such  properties.


<PAGE>

     DUE  TO  RISKS  BEYOND  OUR CONTROL, A SIGNIFICANT AMOUNT OF CAPITAL MAY BE
LOST  ON  INVESTMENTS  THAT  UNPRODUCTIVE.  A  high  degree  of  risk of loss of
invested  capital  exists  in  almost all exploration and development activities
which we undertake. No assurance can be given that oil or gas will be discovered
to replace reserves currently being developed, produced and sold, or that if oil
or gas reserves are found, they will be of a sufficient quantity to enable us to
recover  the  substantial sums of money incurred in their acquisition, discovery
and  development.  Drilling  activities are subject to numerous risks, including
the  risk  that  no  commercially  productive  oil  or  gas  reservoirs  will be
encountered.  The  cost  of  drilling,  completing  and operating wells is often
uncertain.  Our operations may be curtailed, delayed or cancelled as a result of
numerous  factors  including title problems, weather conditions, compliance with
governmental  requirements and shortages or delays in the delivery of equipment.
The  availability  of  a  ready  market  for the our gas production depends on a
number  of  factors, including, without limitation, the demand for and supply of
natural  gas,  the  proximity of gas reserves to pipelines, the capacity of such
pipelines  and  government  regulations.

     IF  GOVERNMENTAL  REGULATIONS  CHANGE,  WE  MAY INCUR SUBSTANTIAL INCREASED
EXPENSES.  Our oil and gas business is subject to a number of federal, state and
local  laws  and regulations relating to the exploration for and development and
production  of  oil  and  gas, as well as environmental and safety matters. Such
laws and regulations have generally become more stringent in recent years, often
imposing  greater  liability  on  a  larger  number  of  potentially responsible
parties.  Because  the  requirements  imposed  by  such laws and regulations are
frequently  changed,  we  are  unable to predict the ultimate cost of compliance
with  such  requirements  and  their  effect  on  us.


RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  LAKOE.  Effective  January  20, 2000, as a result of our compliance with
NASD  Rule  6530,  our  common  stock  will  be  traded under the symbol "LAKO."
Nevertheless,  there has been limited volume in trading in the public market for
the  common  stock,  and  there  can  be no assurance that a more active trading
market  will  develop or be sustained.  The market price of the shares of common
stock  is  likely  to  be  highly  volatile and may be significantly affected by
factors  such  as  fluctuations  in  our  operating  results,  announcements  of
technological  innovations  or  new  products  and/or  services  by  us  or  our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.


<PAGE>

     YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
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.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

    -     net  tangible  assets  of  at least $2,000,000, if such issuer has
          been in continuous  operation  for  three  years,

    -     net  tangible  assets  of  at least $5,000,000, if such issuer has
          been in continuous  operation  for  less  than  three  years,  or

    -     average  annual revenue of at least $6,000,000, if such issuer has
          been in continuous  operation  for  less  than  three  years.

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.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                          USE  OF  PROCEEDS

Lakota  will  not  receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


<PAGE>

                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a compensatory benefit plan with Lakota for legal and
consulting  services  they  provided  to  Lakota.  The  Selling Shareholders may
resell  all,  a  portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of January 19, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>

<S>                 <C>          <C>            <C>           <C>

                    NUMBER OF    NUMBER OF       % OF SHARES
                    SHARES       SHARES         NUMBER OF     OWNED BY
SELLING             OWNED        REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS (1)    BEFORE SALE  PROSPECTUS     AFTER SALE    AFTER SALE
------------------  -----------  -------------  ------------  ------------
M. Richard Cutler     1,556,250      1,556,250             0         0.00%
------------------  -----------  -------------  ------------  ------------
Brian A. Lebrecht       393,750        393,750             0         0.00%
------------------  -----------  -------------  ------------  ------------
Vi Bui                  225,000        225,000             0         0.00%
------------------  -----------  -------------  ------------  ------------
</TABLE>


(1) M. Richard Cutler is the sole shareholder of MRC Legal Services Corporation,
which  does  business as Cutler Law Group, and is Lakota's legal counsel.  Brian
A.  Lebrecht  and  Vi  Bui  are  employees  of  the  Cutler  Law  Group.


                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.


<PAGE>

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the  sole  shareholder  of MRC Legal Services Corporation which does business as
the  Cutler  Law  Group,  holds  1,556,250 shares of the Company's Common Stock.
Employees  of  the  Cutler Law Group hold 618,750 shares of the Company's Common
Stock.


                                     EXPERTS

The  balance sheets as of December 31, 1998 and June 30, 1999 and the statements
of  operations,  shareholders'  equity  and  cash  flows  for  the periods ended
December  31,  1998  and  June  30, 1999 of Lakota Technologies, Inc., have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report  of  Jones,  Jensen & Company, LLC, independent accountants, given on the
authority  of  that  firm  as  experts  in  accounting  and  auditing.


<PAGE>

                                   PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K for an event on January 18, 2000, filed with the
Commission  on  January  18,  2000.

(ii)     Registrant's  Form  10-SB  (in  the  name  of  AGM, Inc., the Company's
reporting  predeceesor),  filed  with  the  Commission  on  October  26,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.  MRC
Legal  Services  Corporation  does  business  as  Cutler  Law  Group.

     M.  Richard  Cutler, the sole shareholder of MRC Legal Services Corporation
which  does  business  as  the  Cutler  Law Group, holds 1,556,250 shares of the
Company's  Common  Stock.  Employees of the Cutler Law Group hold 618,750 shares
of  the  Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Colorado and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.


<PAGE>

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

Exhibit  No.     Description
-----------      -----------

3.1               Articles  of  Incorporation  of Chancellor Trading Group, Inc.
                  filed  July  14,  1995.
3.2               Articles  of Merger between Lakota Energy, Inc. and Chancellor
                  Trading  Group,  Inc.  filed  December  27,  1996.
3.3               Articles  of  Amendment  to  the  Articles of Incorporation of
                  Lakota  Energy,  Inc.  filed  August  4,  1999.
3.4               Bylaws  of  Lakota  Energy,  Inc.,  as  amended.
5                 Opinion  of  Cutler  Law  Group  with respect to legality of
                  the securities  of  the  Registrant  begin  registered
10.1              Consulting  Agreement  dated  January  17,  2000.
10.2              Letter  Agreement  dated  January  18,  2000.
23.1              Consent  of  Jones,  Jensen  &  Company,  Certified  Public
                  Accountants
23.3              Consent of Cutler Law Group (contained in opinion to be filed
                  as  Exhibit  5)

________________________


ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  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  of  1933,  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.


<PAGE>

(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.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Registrant will, unless in the opinion of its 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.


<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  State of Georgia, on January 19, 2000.


                                              Lakota  Technologies,  Inc.

                                              /s/  Ken  Honeyman

                                              By:  Ken  Honeyman,  President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.



/s/  Ken  Honeyman                         President  and  Director
______________________


/s/  Howard  Wilson                        Secretary,  Chief Financial Officer,
                                           and  Director
______________________


/s/  Majed  Jalali                         Director
______________________


/s/  Patrick  "Cody"  Morgan               Director
______________________


/s/  John  B.  Hayes                       Director
______________________


/s/  Nicholas  Athens                      Director
______________________
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 75764}]
{"company-data": {"conformed-name": "LAKOTA TECHNOLOGIES INC", "cik": "0001097618", "assigned-sic": "9995", "irs-number": "582230297", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95021", "film-number": "510147"}, "business-address": {"street1": "2849 PACES FERRY ROAD", "street2": "SUITE 710", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "(770) 433-8250"}, "mail-address": {"street1": "610 NEWPORT CENTER DRIVE", "street2": "SUITE 800", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": {"former-conformed-name": "AGM INC", "date-changed": "19991025"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2000

                                                REGISTRATION NO. 33-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                            LAKOTA TECHNOLOGIES, INC.

             (Exact Name of Registrant as Specified in Its Charter)

              COLORADO                                     58-2230297
     (State or Other Jurisdiction of                   (I.R.S.  Employer
     Incorporation  or Organization)                  Identification  No.)

                        2849 Paces Ferry Road, Suite 710
                                Atlanta, GA 30339

          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                                  Ken Honeyman
                                    President
                        2849 Paces Ferry Road, Suite 710
                                Atlanta, GA 30339
                                 (770) 433-8250
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977
CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered         Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock,
par value $0.001(2)          2,175,000  $                       0.11  $                 239,250  $           63.17
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                           $           63.17
(1) Estimated solely for the purpose of computing the amount of the registration
fee  pursuant  to  Rule  457(c).
(2) Represents shares of Common Stock issued to consultants and legal counsel to
the Company.  Please refer to the Selling Shareholders section of this document.
EXPLANATORY NOTE

Lakota  Technologies, Inc("Lakota") has prepared this Registration Statement in
accordance  with  the requirements of Form S-8 under the Securities Act of 1933,
as  amended  (the  "1933  Act"), to register certain shares of common stock, par
value  $0.001 per share, issued to certain selling shareholders.  Under cover of
this  Form S-8 is a Reoffer Prospectus Lakota prepared in accordance with Part I
of  Form  S-3  under  the  1933 Act.  The Reoffer Prospectus may be utilized for
reofferings  and  resales  of up to 2,175,000 shares of common stock acquired by
the  selling  shareholders.
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Lakota  will  send or give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  Lakota does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
REOFFER PROSPECTUS

                             LAKOTA TECHNOLOGY, INC.
                        2849 PACES FERRY ROAD, SUITE 710
                             ATLANTA, GEORGIA 30339
                                 (770) 433-8250

                        2,175,000 SHARES OF COMMON STOCK

The  shares of common stock, $0.001 par value per share, of Lakota Technologies,
Inc.  ("Lakota"or the "Company") offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this  document  (the "Selling Shareholders").  The Selling Shareholders acquired
the Shares pursuant to a Consulting Agreement and a Legal Services Agreement for
consulting  and legal services that the Selling Shareholders provided to Lakota.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions.  Lakota will not receive
proceeds  from  any  of  the sale the Shares.  Lakota is paying for the expenses
incurred  in  registering  the  Shares  except  with  respect  to the legal fees
incurred  in  connection  therewith,  which  have  been waived by our counsel in
connection  with  this  registration  statement.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Lakota's  common  stock  is  currently  traded  on  the  NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "LAKOE."  Effective  January 20, 2000, as a
result  of  our  compliance with NASD Rule 6530, our common stock will be traded
under  the  symbol  "LAKO."

                         ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  16.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                January 19, 2000
TABLE OF CONTENTS

Where  You  Can  Find  More  Information           2
Incorporated  Documents                            2
The  Company                                       3
Risk  Factors                                     16
Use  of  Proceeds                                 18
Selling  Shareholders                             19
Plan  of  Distribution                            19
Legal  Matters                                    20
Experts                                           20
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Lakota  is  required  to  file  annual,  quarterly  and  special  reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Lakota  to  "incorporate  by  reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

Lakota's  Report  on  Form 8-K, dated January 18, 2000 is incorporated herein by
reference.  The  Form  10-SB  of AGM, Inc., filed with the Commission on October
26,  1999 is incorporated herein by reference.  In addition, all documents filed
or  subsequently  filed by the Company under Sections 13(a), 13(c), 14 and 15(d)
of  the  1934  Act, before the termination of this offering, are incorporated by
reference.
The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at Lakota's executive offices, located at 2849 Paces
Ferry  Road,  Suite  710,  Atlanta, Georgia 30339.  Lakota's telephone number is
(770)  433-8250.  The  Company's  corporate  Web  site  address  is
http://www.lakotatech.com.

                              THE  COMPANY

COMPANY  OVERVIEW

     We  are  a  holding  company  which,  through  the  operations of our three
wholly-owned  subsidiaries,  is  engaged  in two very distinct business sectors.
The  first,  which  we  have  been  involved in since early 1997, is oil and gas
exploration  and  operations.  Our  subsidiary,  Lakota  Oil  and  Gas,  Inc.'s,
strategy  is  to  invest with joint partners in oil and gas exploration projects
that  already  underway.  The  target  joint  partners are larger, well-financed
entities  that  have  access to greater pools of resources which we believe will
result  in  enhanced  success  rates.  This  strategy  emphasizes  a  balanced,
risk-spreading  approach  to  create what we believe to be the maximum return on
investment.

     We  are  also  involved  in  the  rapidly  growing high technology Internet
sector.  We  recently  completed  two  acquisitions  which provided our means of
entry  into this exciting arena.  Our subsidiary, 2-Infinity.com, Inc., provides
low-cost,  high-speed,  dedicated  Internet  access,  focusing  on the hotel and
multiple  residential  markets.  Our  subsidiary,  AirNexus,  Inc.,  is a retail
provider  of commercial voice and data services with an emphasis on wireless, or
ethernet, networks. 2-Infinity and AirNexus gave us the opportunity to diversify
from  our  traditional  oil  and  gas  business  into the exciting world of high
technology  and  the  Internet.

     We  maintain  an  Internet  website  at  http://www.lakotatech.com.
                                              --------------------------

ORGANIZATIONAL  HISTORY

     On  November 14, 1995, our founders formed Lakota Energy, Inc. in the State
of  Colorado  for  the  purpose  of  engaging  in  oil  and  gas exploration and
operations.  On  November  6, 1996, Lakota Energy, Inc. was merged with and into
another  Colorado  corporation  named Chancellor Trading Group, Inc.  Chancellor
was  a  publicly  traded corporation which was incorporated on July 14, 1995 and
had  no  significant  operations  prior  to  their  merger with us.  Immediately
following the merger, the shareholders of Chancellor voted to change its name to
Lakota  Energy,  Inc.
Immediately  prior  to  the acquisition, Chancellor had 1,801,000 shares of
common stock outstanding.  As part of the merger, and in exchange for all of the
outstanding  common  stock  of  Lakota Energy, Inc., Chancellor issued 9,187,500
shares  to  the  shareholders  of  Lakota Energy, Inc. and an additional 118,000
shares  were  issued  to  third parties who assisted in closing the transaction.
Therefore,  on  November  6,  1996,  immediately  following  the  acquisition
transaction, we had 11,106,500 shares of common stock outstanding, and no shares
of  preferred  stock  outstanding.

     On  January  18,  2000,  we  entered  into  an  agreement with the majority
shareholders  of AGM, Inc., a Nevada corporation, pursuant to which we issued up
to 2,200,000 of our newly-issued shares of common stock to acquire up to 100% of
AGM.  AGM  was  a reporting company with the Securities and Exchange Commission.
As  part  of  the  acquisition, we elected to have successor issuer status under
rule  12g-3  of  the Securities Exchange Act of 1934, which makes us a reporting
company.

     Our  common  stock  is currently traded on the OTC bulletin board under the
symbol  "LAKOE."  Effective January 20, 2000, as a result of our compliance with
NASD  Rule  6530,  our  common  stock  will  be  traded under the symbol "LAKO."

LAKOTA  OIL  AND  GAS,  INC.

     On  June  9, 1999, we incorporated a Texas corporation named Lakota Oil and
Gas,  Inc.,  which  is  our  wholly-owned subsidiary.  Subsequently, on June 14,
1999,  we  transferred  our  interest  in  two  oil  exploration projects, which
constituted  all  of  our oil-and-gas-related assets at the time, to Lakota Oil.
The purpose of the transactions was to organize our oil and gas related business
into  one  operating  subsidiary, separate and distinct from our other operating
subsidiaries,  in  order  to more accurately reflect our diversified operations.

     The  strategic  plan  of Lakota Oil is to participate in projects that have
been developed by other successful, well financed companies.  The specific areas
of  interest  to  Lakota  Oil  are  Texas  and  Louisiana.  We  are adopting the
philosophy of several highly successful companies, both private and public, that
do  not  have  large  or  expensive  exploration  and  operating  staffs.  These
companies  utilize  the capital they would normally pay in salaries and benefits
to  participate in a greater number of sound drilling prospects.  We have found,
through  experience, that it is more advantageous to use outside consultants who
have  worked  in  a confined geologic area that are familiar with the nuances of
the  prospect's  geological  province.  These  consultants  are  located through
existing  contacts  and  relationships  of our management, and more specifically
John  Hayes,  and  are typically paid an hourly fee at the going market rate for
their services.  Each drilling project has a central operating company or entity
that  is responsible for contracting with, hiring, and compensating consultants,
as  well  as  sub-contractors,  on  the  project.

     This  plan  will  allow  us to operate and finance the growth of Lakota Oil
through  cash  flow  and  optional  debt  financing.

     Currently,  we  are  parties  to agreements with, among others, Cummins and
Walker  Oil  Company,  York  Resources,  and other large private investors.  Our
partners  have  the  necessary technical, engineering, data acquisition and land
procurement  resources  already  in  place,  making  an  affiliation  with  them
attractive.
Our investment in the South Halter Island Prospect, located in St. Mary and
Tennebonne  Parishes,  Louisiana,  in  which  we are under contract with Panaco,
Inc.,  York  Resources,  Inc.,  Janivo  Realty,  Inc.,  and Carson Energy, Inc.,
entitled  us  to  a 7.5% working interest with a 75% net revenue interest in the
specific oil well.  Our initial investment into the project was $24,000, plus an
additional  $163,748, which represented our share of the operating expenses.  On
July  27,  1999,  the  decision  was  made  to  plug  and  abandon  the  well.

     Our  investment in the Union Central Life Insurance Co. Well No. 1, located
in  Colorado County, Texas, in which we are under contract with Everest Minerals
Corporation and Cummins & Walker Oil Company, Inc., entitled us to a 20% working
interest  with a 75% net revenue interest in the specific oil well.  Our initial
investment  into  the  project  was  $57,225,  plus an additional $36,649, which
represented  our  share  of the operating expenses.  Development of this well is
currently  ongoing.

     Our  investment  in  the  well  known  as  the  VUA: Bernard #1, located in
Lafayette  Parish,  Louisiana,  entitles  us  to  a 100% working interest with a
73.74% net revenue interest in the specific oil well.  Our initial investment in
this  project  was  $35,000,  plus  an additional $55,112, which represented our
shares of the operating and work-over expenses.  Currently, the well is awaiting
further  downhole  work.

     Our  investment  in  the  Glass Mountain Prospect, located in Pecos County,
Texas,  in  which  we  own the land leases solely, entitles us to a 100% working
interest  with  a  81.25% net revenue interest in the 1,159 acres in this lease.
Our  initial investment in the project was 414,375 shares of Lakota Energy, Inc.
preferred  stock,  which  has  since  been  retired.

     In  general,  we  are  seeking  projects  with  the  following  criteria:

     -     2D  and  3D  seismic  interpretation
     -     Analog  production  data
     -     Reasonable  lease  terms
     -     Infrastructure  must  be  in  place  and  accessible
     -     Risked  economic  model  must fit the following profile: pay out
           less than one  year,  minimum  of  3:1  PV10  return  on  investment
     -     Prospect  must have multi-pay potential with minimum of 10 BCF, or
           billion cubic  feet,  potential

     Once  we  have  screened  projects  using  the above criteria, we generally
acquire an interest in the project ranging from 5% to 20%, depending on its cost
and  our available capital.  Although we have no specific goal for the number of
investments  during  the  next  12  months,  we  do  intend  to continue to seek
investments  which  we  believe  are  consistent  with  our  business  plan.

     Lakota  Oil  currently  has  one  employee,  its  president  John  Hayes.

     We  own  an  99.9% interest in another Texas corporation, West Bolt Energy,
Inc.,  which  previously  owned  and  operated  a  small  number  of oil and gas
properties.  West Bolt Energy, Inc. is not engaged in any significant operations
and  has  not  been  for  several  years,  and  does  not represent a measurable
percentage  of  the  assets  or  revenues  of  Lakota.
2-INFINITY.COM,  INC.

     On  May  28,  1999,  we  acquired  all  of  the  outstanding  stock  of
2-Infinity.com,  Inc.,  a  Texas  corporation.  As  consideration  for  the
acquisition, we issued 3,000,000 shares of our common stock to Majed Jalali, the
sole  shareholder of 2-Infinity.  In addition, Mr. Jalali is entitled to receive
up  to  an additional 6,000,000 shares of our common stock if 2-Infinity reaches
gross  revenue  goals  ranging  from  $1,000,000  to $4,650,000.  As part of the
acquisition,  2-Infinity  entered  into  a  three year employment agreement with
Majed  Jalali,  president  of 2-Infinity.  Our management located and negotiated
the  transaction,  and  as  a  result  there  were  no finders or brokers' fees.

     The  acquisition  of  2-Infinity  triggered  the  beginning  of our changed
business focus into the high technology and Internet markets.  2-Infinity offers
high-speed,  dedicated Internet access, focusing initially on the Houston, Texas
residential  area during the next 12 months, and with plans to expand world-wide
in  the  near  future.  Currently,  2-Infinity  has  approximately  5 customers.

Tut  Systems,  Inc.

     2-Infinity  has  entered  into  a  Value  Added ReSeller Agreement with Tut
Systems,  Inc., which gives them the non-exclusive right to sell Tut's products.
Under the terms of the VAR Agreement, 2-Infinity has the right to purchase Tut's
products  at  prices  according to regularly published price lists from Tuts and
re-sell them to their customers.  2-Infinity is obligation to purchase a minimum
of  $1,000,000  in products per year.  There are no limits on the re-sale prices
2-Infinity  can  charge on the products.  The agreement is automatically renewed
for  successive one year terms, but can be terminated by either party on 90 days
notice.

     Tut's  is in the business of delivering plug-and-play network solutions for
local  loop,  enterprise,  and residential environments.  Tut's products deliver
high-speed  data  over  normal  telephone  wires  using  their  FastCopper  (tm)
technology.  Tut's  products  are  easy  to install and use, providing customers
with a dedicated connection 24 hours a day, while still allowing full use of the
telephone  line  for  voice  use.  More  importantly,  Tut's products require no
additional  wiring  or  modifications  to  the telephone lines.  Through the VAR
Agreement,  2-Infinity can offer its clients Tut's-enhanced Internet access at a
very  reasonable  price.

     2-Infinity  management  will  market  the  Tut's  products through existing
contacts  and  personal  introductions,  and is seeking to enter into agreements
with  the  owners  and  managers  of  multi  dwelling  units,  such as apartment
complexes,  hotels, high rise apartment buildings, and residential developers to
become  the  Internet  service  provider  for  the  entire  developments.

     At  the  present  time,  given  2-Infinity's exclusive focus on the Houston
area,  there  are  no  direct  competitors.  However, there are many competitors
offering  traditional  dial-up  Internet  service,  both in the Houston area and
worldwide.  In  addition  to  traditional  dial-up  Internet  access, many other
companies  are  offering  alternative  forms of Internet access, such as through
cable  and  wireless via satellite.  There can be no assurance that 2-Infinity's
current  method  of  technology  will be accepted on a widespread basis, nor can
there  be  any  assurance  that  it  will  be  able  to  compete  with  larger,
well-financed  competitors  within  their  marketplace.
2-Infinity offers its products in two different packages.  The first option
allows  the  subscriber  to rent equipment monthly on a low cost-per-unit basis.
The  second  option  allows the subscriber to purchase the equipment.  In either
case,  in  addition to the rental or purchase of the equipment, subscribers will
pay  a  monthly  subscription  fee  expected  to  be  approximately  $50.00  per
subscriber.  In  addition to the basic Internet access, subscribers will receive
a  value-added  package  including:

     -     A  guarantee  of  over  1Mbps  dedicated  access  for  each  resident
     -     Creation  and  maintenance  of  a  web  site  for  each  specific
           complex, property,  or  community
     -     Community  pages  and  chat  rooms
     -     Technical  support
     -     On-site  hardware  support
     -     Software  updates
     -     Complete  billing  services
     -     Multimedia  and  videoconferencing  capabilities  and  assistance
     -     Advertising  and  merchandising  support
     -     Static  IP  addresses
     -     Multiple  email  accounts
     -     Internet  training  programs

     2-Infinity  currently  has  10 employees, all of which are located at their
offices  at  4828  Loop  Central  Drive,  Suite  150,  Houston,  Texas  77081.

AIRNEXUS,  INC.

     On  June 8, 1999, we acquired all of the outstanding stock of Voice Design,
Inc.,  a  Texas  corporation  which later changed its name to AirNexus, Inc.  As
consideration for the acquisition, we issued an aggregate of 3,000,000 shares of
our  common stock to Patrick Cody Morgan, Candice Morgan, and Charles H. Downey,
Jr.  We  also paid the cash sum of $60,000.  In addition, Mr. Morgan is entitled
to  receive  up  to  an  additional  3,000,000 shares of our common stock if net
revenue goals ranging from $32,400 to $762,400 per year are met.  As part of the
acquisition, AirNexus entered into three year employment agreements with each of
Patrick  Cody  Morgan  and  Charles H. Downey, their chief executive officer and
president, respectively.  Our management located and negotiated the transaction,
and  as  a  result  there  were  no  finders  or  brokers'  fees.

     The  acquisition  of  AirNexus furthered our changed business plan to enter
the  high technology and Internet markets.  AirNexus is a Houston based provider
of  business  telephone  and  voice  mail  systems.  As  part of these services,
AirNexus  is a reseller of equipment manufactured by third parties such as 3Com,
Panasonic,  ESI,  Vodavi,  Maisoft,  and  Cortelco.
Strategic  Alliances

     AirNexus  has  developed  a  relationship  with 3COM Corporation to deliver
their new NBX 100 product to the Houston market.  This "Product of the Year/Best
of  Show  in  1998",  as  awarded by Computer Telephony Magazine at the Computer
Telephony Expo 1998, along with wireless Ethernet technology enables the NBX 100
to  give  businesses  the  ability  to  consolidate voice, video and data on one
single  cable.  This  creates  an  unprecedented  integration between computers,
telephone  networks  and  the  Internet.

     Under  the  terms  of  the  3Com  agreement, AirNexus has the non-exclusive
rights  to  license  and distribute specific 3Com products in the Houston, Texas
and  surrounding areas.  3Com may terminate the agreement in certain situations,
including  breach  of  the  agreement by AirNexus and the failure of AirNexus to
purchase  a  minimum  of  $200,0000  worth  of  product  per  year.

     AirNexus  also  can,  and  in  the near future intends to, deliver the Tuts
system  to  commercial  properties  as  well as school and small to medium sized
businesses  as  a  target market.  Recently, AirNexus has signed an agreement to
become a re-seller of Cortelco Systems' Millennium PBX, a communication platform
that offers state of the art switching and call routing.  AirNexus currently has
approximately  25  material  customers.

Target  Markets

     The target market for AirNexus is businesses with between 20-100 employees.
This  sector  of the market typically does not have a systems manager or network
administrator on staff, and due to this, AirNexus believes they are an excellent
target  candidate  for  their  integrated  services.  A high percentage of these
companies  have  a  network  in  place and are receptive to new advancements and
technology.  AirNexus  intends  to  provide  this  sector  with a convenient and
easily  acceptable  avenue  to  outsource  voice,  data and Internet services by
utilizing  the  referenced  product  line  and  by  continually  seeking further
business  solutions  that  fit  the  customer  profile.

     AirNexus  obtains  leads  for  potential  customers  in  a variety of ways:

    -     Manufacturers  provide  leads  from  their  customers
    -     Outside  telemarketers  are  utilized
    -     Referrals  from  existing  customers
    -     Marketing  lists  are  purchased
    -     Yellow  Pages  advertising,  and
    -     Print  advertising.

All  leads  are  given  to  individual  account  managers to follow-up with each
customer.  Once  a  customer  has agreed to purchase the equipment and services,
AirNexus  does the installation and provides all the follow-up customer support.

Sales  Strategy

     AirNexus  has  designed  a  strategy  intended to make them a leader in the
telephony  marketplace.

    -     Develop product lines which give clients the latest features at a
          discount over  competing  systems.
    -     Waive  activation  fees  and  hardware  costs  in  return  for  long
          term contracts.
    -     Lease-to-own  all  wireless  equipment required to build the network,
          with terms  up  to  60  months.
-     Develop  contracts  with  commercial  management  companies to deliver
          the services  to  their  tenants.  This value-added approach allows
          these management companies  the ability to maintain long term
          occupancy and generate new tenants.
    -     Commence  an  advertising  campaign  that targets  technology  buyers.
    -     Build  an interactive demonstration room that provides potential
          clients a hands-on  approach  to  the  products  and  services.

AirNexus  currently  employs 6 employees, all located at their offices at 333 N.
Sam  Houston  Parkway  East,  Suite  870,  Houston,  Texas  77060.

INTELLECTUAL  PROPERTY

     We  regard  our  copyrights,  service  marks, trademarks, trade secrets and
similar  intellectual property as critical to our success, and rely on trademark
and  copyright  law,  trade secret protection and confidentiality and/or license
agreements  with  our  employees,  customers, partners and others to protect our
proprietary rights.   We have no registered trademarks or service marks to date.
It  may  be  possible  for unauthorized third parties to copy some or all of our
products  or  reverse  engineer  or obtain and use information that we regard as
proprietary.  In  addition,  the  laws  of some foreign countries do not protect
proprietary  rights  to  the  same  extent  as do the laws of the United States.
There can be no assurance that our means of protecting our proprietary rights in
the  United  States  or  abroad  will  be  adequate.

     Other  parties  may  assert, from time to time, infringement claims against
us.  We may also be subject to legal proceedings and claims from time to time in
the ordinary course of our business, including claims of alleged infringement of
the trademarks and other intellectual property rights of third parties by us and
our  licensees,  if  any.  Such claims, even if not meritorious, could result in
the  expenditure  of  significant  financial  and  managerial  resources.

GOVERNMENTAL  REGULATION

     Because  our  strategy is to be minority investors in a number of different
oil  and  gas  exploration  projects,  we  are  not directly subject to industry
regulations.  Each  of the agreements to which we are currently a party provides
that  the  central  operator  of  the  project  will  identify  and  address any
compliance  requirements  and  expenses associated with that particular project.
As  a  result,  we do not believe we have any obligations to identify and comply
with  environmental  regulations  in our oil and gas business.  Because we often
are responsible for a pro-rata share of ongoing operating expenses, however, the
return on our investment in any particular project may be negatively effected if
unforseen  environmental  or  regulatory  expenses  are  incurred.
Although  there  are currently few laws and regulations directly applicable
to  the  Internet  and  e-commerce,  it  is  possible  that a number of laws and
regulations  may  be adopted with respect to the Internet or e-commerce covering
issues  such  as  user  privacy,  pricing,  content,  copyrights,  distribution,
antitrust  and  characteristics  and quality of products and services.  Further,
the  growth and development of the market for Internet services may prompt calls
for  more  stringent consumer protection laws that may impose additional burdens
on  those  companies conducting business online.  The adoption of any additional
laws  or  regulations may impair the growth of the Internet or commercial online
services,  which  could,  in  turn,  decrease  the  demand  for our products and
services  and  increase our cost of doing business, or otherwise have a material
adverse  effect  on  our  business,  operating  results and financial condition.
Moreover,  the  applicability  to  the  Internet  of  existing  laws  in various
jurisdictions  governing  issues  such  as  property  ownership, sales and other
taxes,  libel  and  personal privacy is uncertain and may take years to resolve.
Any  such new legislation or regulation, the application of laws and regulations
from  jurisdictions  whose  laws  do  not currently apply to our business or the
application  of  existing  laws  and  regulations  to  the Internet could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

RESEARCH  AND  DEVELOPMENT

     We have not spent any measurable amount of time on research and development
activities.

EMPLOYEES

     As of October 1, 1999, Lakota Technologies, Inc. had 3 full-time employees,
2-Infinity  had  10 full-time employees, AirNexus had 6 full-time employees, and
Lakota  Oil  had  1 full-time employee.  None of our employees is covered by any
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees  are  good.

FACILITIES

     Our principal executive offices are located at 2849 Paces Ferry Road, Suite
710,  Atlanta,  Georgia  30339, which we occupy under a lease ending January 14,
2000  for  $2,261.86 per month.  At the end of such term, we believe that we can
lease  the  same  or  comparable offices at approximately the same monthly rate,
however,  we  can  make  no  guarantees  or  assurances  of  that  fact.

     2-Infinity.com  maintains  executive  offices  located at 4828 Loop Central
Drive,  Suite  150, Houston, Texas 77081, which they occupy under a lease ending
June 30, 2002 for $1,668.94 per month.  At the end of such term, we believe that
we  can  lease  the same or comparable offices at approximately the same monthly
rate,  however,  we  can  make  no  guarantees  or  assurances  of  that  fact.

     AirNexus  maintains executive offices located at 333 N. Sam Houston Parkway
East,  Suite  870,  Houston, Texas 77060, which they occupy under a lease ending
October  1,  2004  for $5,621.00 per month.  At the end of such term, we believe
that  we  can  lease  the  same  or comparable offices at approximately the same
monthly  rate,  however,  we  can make no guarantees or assurances of that fact.

     Lakota  Oil  maintains executive offices located at 3303 FM 1960 West Suite
F,  Houston,  Texas  77068, which they occupy under a lease ending July 31, 2000
for  $495.00  per  month.  At the end of such term, we believe that we can lease
the  same or comparable offices at approximately the same monthly rate, however,
we  can  make  no  guarantees  or  assurances  of  that  fact.
RISK  FACTORS

In this section we highlight some of the risks associated with Lakota's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR OIL AND GAS BUSINESS AS WELL AS OUR INTERNET AND TECHNOLOGY
BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  OIL  AND  GAS  EXPLORATION AND INTERNET TECHNOLOGY BUSINESSES HAVE
EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.  We  began  in  the  oil and gas
exploration  business in 1997, and our Internet and technology subsidiaries have
been  in  operation  since  early  1999.  As  a  result,  we have only a limited
operating  history  upon  which you may evaluate our business and prospects.  In
addition,  you  must  consider  our  prospects  in  light  of  the  risks  and
uncertainties  encountered  by companies in an early stage of development in new
and  rapidly  evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $6,367,274 as of September 30, 1999 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely upon the experience of Ken Honeyman and Howard Wilson, our
president and secretary, respectively.  We do not currently maintain a policy of
key  man  life  insurance  on  any  of  our  employees  or  management  team.
OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout the software and Internet start-up
industries.  Our  success  depends  in  large  part upon our ability to attract,
train,  motivate  and  retain  highly skilled sales and marketing personnel, web
designers, software engineers and other senior personnel. Our failure to attract
and  retain  the  highly  trained  technical  personnel that are integral to our
direct  sales, product development, service and support teams may limit the rate
at  which we can generate sales and develop new products and services or product
and  service  enhancements.  This could hurt our business, operating results and
financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.
WE  COULD  LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR COMPUTER SYSTEMS
OR  THE  COMPUTER  SYSTEMS  OF  THIRD-PARTIES ARE NOT YEAR 2000 COMPLIANT.  Many
currently  installed  computer  systems  and  software  products accept only two
digits  to  identify  the  year  in any date. Thus, the year 2000 will appear as
"00,"  which a system or software might consider to be the year 1900 rather than
the  year  2000.  This  error  could  result  in  system  failures,  delays  or
miscalculations  that  disrupt  our  operations.  The  failure  of  our internal
systems,  or  any  material third-party systems, to be year 2000 compliant could
result in significant liabilities and could seriously harm our business. We have
conducted  a  review of our business systems, including our computer systems. We
have  taken  steps  to  remedy  potential problems, but have not yet developed a
comprehensive year 2000 contingency plan. There can be no assurance that we will
identify  all  year  2000  problems in our computer systems before they occur or
that  we  will  be able to remedy any problems that are discovered. We have also
queried  many  of  our  customers, vendors and resellers as to their progress in
identifying  and  addressing  problems  that  their computer systems may face in
correctly  interrelating  and  processing  date  information  as  the  year 2000
approaches  and  is  reached.  We  have received responses from several of these
parties,  but there can be no assurance that we will identify all such year 2000
problems  in  the computer systems of our customers, vendors or resellers before
they  occur  or that we will be able to remedy any problems that are discovered.
Our  efforts to identify and address year 2000 problems, and the expenses we may
incur  as a result of such problems, could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.  In addition, the
revenue  stream  and  financial stability of existing customers may be adversely
impacted  by  year 2000 problems, which could cause fluctuations in our revenue.
If  we  fail  to  identify  and remedy year 2000 problems, we could also be at a
competitive  disadvantage  relative  to  companies  that  have  corrected  such
problems.  Any  of  these outcomes could have significant adverse effects on our
business,  financial  condition  and  results  of  operations.

     WE  MAY  NOT  HAVE  SUFFICIENT  INTEREST IN OUR INTERNET BUSINESSES TO MAKE
MONEY.  If  the  market  for  the  services  offered by 2-Infinity.com, Inc. and
AirNexus,  Inc.  do  not  grow  at  a  significant rate, our business, operating
results  and  financial  condition  will  be  negatively  affected.  Our
Internet-related  services  are  a  relatively  new  concept.  Future demand for
recently  introduced  technologies  is highly uncertain, and therefore we cannot
guaranty  that  our  business  will  grow  as  we  expect.

     OUR  INTERNET  BUSINESSES  ARE  IN  HIGHLY COMPETITIVE INDUSTRIES, AND THUS
THERE  MAY  NOT  BE  ENOUGH  DEMAND  FOR OUR PRODUCTS OR SERVICES FOR US TO MAKE
MONEY.  There  are numerous competitors offering the services of 2-Infinity.com,
Inc.  and  AirNexus,  Inc.  Many  of  our current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly  greater  financial,  marketing and other resources than we do and
may  enter  into  strategic  or  commercial  relationships  with  larger,  more
established and well-financed companies.  Some of our competitors may be able to
enter  into  such strategic or commercial relationships on more favorable terms.
In  addition,  new  technologies  and the expansion of existing technologies may
increase  competitive  pressures  on  us.  Increased  competition  may result in
reduced  operating  margins  and  loss  of  market  share.
REVENUES FROM OUR INTERNET BUSINESSES WILL BE LESS LIKELY TO DEVELOP IF THE
INTERNET  DOES  NOT  REMAIN  A  VIABLE  COMMERCIAL  MARKETPLACE.  Our ability to
generate revenues is substantially dependent upon continued growth in the use of
the  Internet  and the infrastructure for providing Internet access and carrying
Internet traffic. We don't know if the necessary infrastructure or complementary
products  will  be  developed  or  that  the  Internet will prove to be a viable
commercial  marketplace. To the extent that the Internet continues to experience
significant  growth  in  the  level  of  use  and the number of users, we cannot
guaranty that the infrastructure will continue to be able to support the demands
placed  upon it by such potential growth. In addition, delays in the development
or  adoption of new standards or protocols required to handle levels of Internet
activity,  or  increased  governmental regulation may restrict the growth of the
Internet. If the necessary infrastructure or complementary products and services
are  not  developed  or  if  the  Internet  does  not become a viable commercial
marketplace,  our  business,  operating results and financial condition would be
negatively  affected.

     WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT MAINTAIN
THE  SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.  Internet companies rely on
encryption  and  authentication  technology  to  provide  the  security  and
authentication  necessary  to  effect  secure  transmission  of  confidential
information.  There  can be no assurance that advances in computer capabilities,
new  discoveries  in  the  field  of cryptography or other developments will not
result  in a compromise or breach of the algorithms used by companies to protect
consumer's  transaction  data.  If  any such compromise of this security were to
occur,  it  could  have  a  material  adverse  effect  on our potential clients,
business,  prospects, financial condition and results of operations. A party who
is  able  to  circumvent  security  measures  could  misappropriate  proprietary
information  or  cause interruptions in operations. We may be required to expend
significant  capital  and  other  resources  to  protect  against  such security
breaches  or  to  alleviate  problems caused by such breaches. Concerns over the
security  of transactions conducted on the Internet and the privacy of users may
also  hinder  the  growth  of  online services generally. To the extent that our
activities  or  third-party  contractors involve the storage and transmission of
proprietary  information,  such  as  credit  card  numbers,  or  personal  data
information,  security  breaches  could damage our reputation and expose us to a
risk  of  loss  or litigation and possible liability. We cannot be sure that our
security  measures will not prevent security breaches or that failure to prevent
such  security breaches will not have a material adverse effect on our business.

RISKS  RELATED  TO  OUR  OIL  AND  GAS  EXPLORATION  BUSINESS

     OUR  REVENUES  MAY  VARY  WIDELY  BECAUSE  OIL  AND  GAS  PRICES ARE HIGHLY
VOLATILE.  A  portion  of  our  future  potential  revenue  is  dependent on the
prevailing  market  price  for  oil  and  gas.  The  prices  for  oil  and  gas
historically have been volatile and are subject to wide fluctuations in response
to changes in the supply of and demand for oil and gas, market uncertainties and
a  variety  of  additional factors beyond our control. These factors include the
level  of  consumer  product  demand,  weather  conditions, domestic and foreign
governmental  regulation,  political  conditions in the Middle East, the foreign
supply  of  oil  and  gas,  the  price and availability of alternative fuels and
overall  oil  and  gas market conditions. It is impossible to predict future oil
and gas price movements with any certainty.  Any substantial or extended decline
in  the  price  of  oil  and  gas  would have a negative effect on our financial
condition and results of operations, as well as reduce the amount of our oil and
gas  that  we  can  produce  economically.
IF  LOCAL OPERATORS DO NOT EFFECTIVELY MANAGE OUR PROPERTIES, WE MAY SUFFER
A  LOSS OF REVENUES OR SIGNIFICANT ADDITIONAL EXPENSES.  None of our oil and gas
properties  are  operated  by  us. As a result, we have limited control over the
manner  in  which  operations  are  conducted  on such properties, including the
safety  and environmental standards. Under the terms of the operating agreements
governing  operations  on the properties in which we have an interest, we do not
have  any  measurable  influence  or  control  over  the  nature  and  timing of
exploration  and  development  activities.  As  a  result, the operators of such
properties could undertake exploration or development projects at a time when we
and  our  joint  partners do not have the funds required to finance our share of
the  costs  of  such  projects.  In such event, in accordance with the operating
agreements  relating  to  properties  in  which  we  have an interest, the other
parties  to  such  agreements who fund their share of the cost of such a project
are  generally  entitled  to receive all cash flow from such project, subject to
rights  of  third  party  royalty  or  other  interest  owners,  until they have
recovered  a  multiple of the costs of such project  prior to our receipt of any
production  or revenues from such project or, in the event drilling is necessary
to  maintain leasehold interests, we may be required to forfeit our interests in
such  projects.  Conversely,  the  operators  of such properties could refuse to
initiate exploration or development projects, in which case we would be required
to  propose  such activities and may be required to proceed with such activities
at  much  higher levels of participation than expected and without receiving any
funding from the other interest owners or the operators may initiate exploration
or development projects on a slower schedule than we prefer. Any of these events
could  have  a significant effect on our anticipated exploration and development
activities  and  financing  thereof.

     OUR  REVENUES  AND  PROFITABILITY  WILL BE NEGATIVELY AFFECTED IF THERE ARE
OPERATIONAL  ACCIDENTS  OR  OTHER  UNFORSEEN  LIABILITIES.  Our  operations  are
subject  to  risks  inherent  in  the  oil  and  gas industry, such as blowouts,
cratering,  explosions,  uncontrollable flows of oil, gas or well fluids, fires,
pollution and other environmental risks. These risks could result in substantial
losses to us due to injury and loss of life, severe damage to and destruction of
property  and equipment, pollution and other environmental damage and suspension
of  operations. In accordance with customary industry practice, we are not fully
insured  against  all  risks  incident to its business. Because of the nature of
industry  hazards,  it  is  possible  that  liabilities  for pollution and other
damages  arising  from  a  major  occurrence  could exceed insurance coverage or
policy  limits.  Any  such liabilities could have a materially adverse effect on
our  operations  and  profitability.

     OUR  SELECTION PROCESS FOR OIL AND GAS INVESTMENTS MAY RESULT IN PROPERTIES
THAT  ARE  UNPRODUCTIVE. We intend to continue acquiring oil and gas properties.
Although we perform a review of the properties to be acquired that we believe is
consistent  with  industry  practices,  our  reviews  are inherently incomplete.
Generally,  it  is  not  feasible  to  review in-depth every individual property
involved  in  each  acquisition. Ordinarily, we will focus its review efforts on
the  higher-valued  properties  and  will sample the remainder. However, even an
in-depth  review  of  all  properties  and  records  may  not necessarily reveal
existing or potential problems nor will it permit a buyer to become sufficiently
familiar  with  the  properties  to  assess  fully  their  deficiencies  and
capabilities.  Inspections  may  not  always  be  performed  on  every well, and
environmental  problems, such as ground water contamination, are not necessarily
observable  even  when an inspection is undertaken. Furthermore, we must rely on
information, including financial, operating and geological information, provided
by  the  seller  of  the  properties without being able to verify fully all such
information  and without the benefit of knowing the history of operations of all
such  properties.
DUE  TO  RISKS  BEYOND  OUR CONTROL, A SIGNIFICANT AMOUNT OF CAPITAL MAY BE
LOST  ON  INVESTMENTS  THAT  UNPRODUCTIVE.  A  high  degree  of  risk of loss of
invested  capital  exists  in  almost all exploration and development activities
which we undertake. No assurance can be given that oil or gas will be discovered
to replace reserves currently being developed, produced and sold, or that if oil
or gas reserves are found, they will be of a sufficient quantity to enable us to
recover  the  substantial sums of money incurred in their acquisition, discovery
and  development.  Drilling  activities are subject to numerous risks, including
the  risk  that  no  commercially  productive  oil  or  gas  reservoirs  will be
encountered.  The  cost  of  drilling,  completing  and operating wells is often
uncertain.  Our operations may be curtailed, delayed or cancelled as a result of
numerous  factors  including title problems, weather conditions, compliance with
governmental  requirements and shortages or delays in the delivery of equipment.
The  availability  of  a  ready  market  for the our gas production depends on a
number  of  factors, including, without limitation, the demand for and supply of
natural  gas,  the  proximity of gas reserves to pipelines, the capacity of such
pipelines  and  government  regulations.

     IF  GOVERNMENTAL  REGULATIONS  CHANGE,  WE  MAY INCUR SUBSTANTIAL INCREASED
EXPENSES.  Our oil and gas business is subject to a number of federal, state and
local  laws  and regulations relating to the exploration for and development and
production  of  oil  and  gas, as well as environmental and safety matters. Such
laws and regulations have generally become more stringent in recent years, often
imposing  greater  liability  on  a  larger  number  of  potentially responsible
parties.  Because  the  requirements  imposed  by  such laws and regulations are
frequently  changed,  we  are  unable to predict the ultimate cost of compliance
with  such  requirements  and  their  effect  on  us.

RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  LAKOE.  Effective  January  20, 2000, as a result of our compliance with
NASD  Rule  6530,  our  common  stock  will  be  traded under the symbol "LAKO."
Nevertheless,  there has been limited volume in trading in the public market for
the  common  stock,  and  there  can  be no assurance that a more active trading
market  will  develop or be sustained.  The market price of the shares of common
stock  is  likely  to  be  highly  volatile and may be significantly affected by
factors  such  as  fluctuations  in  our  operating  results,  announcements  of
technological  innovations  or  new  products  and/or  services  by  us  or  our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.
YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
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.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

    -     net  tangible  assets  of  at least $2,000,000, if such issuer has
          been in continuous  operation  for  three  years,

    -     net  tangible  assets  of  at least $5,000,000, if such issuer has
          been in continuous  operation  for  less  than  three  years,  or

    -     average  annual revenue of at least $6,000,000, if such issuer has
          been in continuous  operation  for  less  than  three  years.

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.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                          USE  OF  PROCEEDS

Lakota  will  not  receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a compensatory benefit plan with Lakota for legal and
consulting  services  they  provided  to  Lakota.  The  Selling Shareholders may
resell  all,  a  portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of January 19, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
NUMBER OF    NUMBER OF       % OF SHARES
                    SHARES       SHARES         NUMBER OF     OWNED BY
SELLING             OWNED        REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS (1)    BEFORE SALE  PROSPECTUS     AFTER SALE    AFTER SALE
------------------  -----------  -------------  ------------  ------------
M. Richard Cutler     1,556,250      1,556,250             0         0.00%
------------------  -----------  -------------  ------------  ------------
Brian A. Lebrecht       393,750        393,750             0         0.00%
------------------  -----------  -------------  ------------  ------------
Vi Bui                  225,000        225,000             0         0.00%
------------------  -----------  -------------  ------------  ------------
(1) M. Richard Cutler is the sole shareholder of MRC Legal Services Corporation,
which  does  business as Cutler Law Group, and is Lakota's legal counsel.  Brian
A.  Lebrecht  and  Vi  Bui  are  employees  of  the  Cutler  Law  Group.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.
In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the  sole  shareholder  of MRC Legal Services Corporation which does business as
the  Cutler  Law  Group,  holds  1,556,250 shares of the Company's Common Stock.
Employees  of  the  Cutler Law Group hold 618,750 shares of the Company's Common
Stock.

                                     EXPERTS

The  balance sheets as of December 31, 1998 and June 30, 1999 and the statements
of  operations,  shareholders'  equity  and  cash  flows  for  the periods ended
December  31,  1998  and  June  30, 1999 of Lakota Technologies, Inc., have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report  of  Jones,  Jensen & Company, LLC, independent accountants, given on the
authority  of  that  firm  as  experts  in  accounting  and  auditing.
PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K for an event on January 18, 2000, filed with the
Commission  on  January  18,  2000.

(ii)     Registrant's  Form  10-SB  (in  the  name  of  AGM, Inc., the Company's
reporting  predeceesor),  filed  with  the  Commission  on  October  26,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.  MRC
Legal  Services  Corporation  does  business  as  Cutler  Law  Group.

     M.  Richard  Cutler, the sole shareholder of MRC Legal Services Corporation
which  does  business  as  the  Cutler  Law Group, holds 1,556,250 shares of the
Company's  Common  Stock.  Employees of the Cutler Law Group hold 618,750 shares
of  the  Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Colorado and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

Exhibit  No.     Description
-----------      -----------

3.1               Articles  of  Incorporation  of Chancellor Trading Group, Inc.
                  filed  July  14,  1995.
3.2               Articles  of Merger between Lakota Energy, Inc. and Chancellor
                  Trading  Group,  Inc.  filed  December  27,  1996.
3.3               Articles  of  Amendment  to  the  Articles of Incorporation of
                  Lakota  Energy,  Inc.  filed  August  4,  1999.
3.4               Bylaws  of  Lakota  Energy,  Inc.,  as  amended.
5                 Opinion  of  Cutler  Law  Group  with respect to legality of
                  the securities  of  the  Registrant  begin  registered
10.1              Consulting  Agreement  dated  January  17,  2000.
10.2              Letter  Agreement  dated  January  18,  2000.
23.1              Consent  of  Jones,  Jensen  &  Company,  Certified  Public
                  Accountants
23.3              Consent of Cutler Law Group (contained in opinion to be filed
                  as  Exhibit  5)

________________________

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  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  of  1933,  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.
(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.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Registrant will, unless in the opinion of its 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 of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  State of Georgia, on January 19, 2000.

                                              Lakota  Technologies,  Inc.

                                              /s/  Ken  Honeyman

                                              By:  Ken  Honeyman,  President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

/s/  Ken  Honeyman                         President  and  Director
______________________

/s/  Howard  Wilson                        Secretary,  Chief Financial Officer,
                                           and  Director
______________________

/s/  Majed  Jalali                         Director
______________________

/s/  Patrick  "Cody"  Morgan               Director
______________________

/s/  John  B.  Hayes                       Director
______________________

/s/  Nicholas  Athens                      Director
______________________