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


                                 FORM 12b-25                   SEC FILE NUMBER
                                                                  0-22149

                          NOTIFICATION OF LATE FILING           CUSIP NUMBER
                                                                 025636-20-0



(Check one):
|X| Form 10-K   |_| Form 20F  |_| Form 11-K  |_| Form 10-Q
|_| Form N-SAR  |_| Form N-CSR

         For Period Ended: June 30, 2004
         |X| Transition Report on Form 10-K
         |_| Transition Report on Form 20-F
         |_| Transition Report on Form 11-K
         |_| Transition Report on Form 10-Q
         |_| Transition Report on Form N-SAR
         For the Transition Period Ended:
                                         --------------------------------------

     Read Instruction (on back page) Before Preparing Form. Please Print or
                                     Type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.



If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION
         The American Energy Group, Ltd.
Full Name of Registrant

         N/A
Former Name if Applicable

         120 Post Road West, Suite 202
Address of Principal Executive Office (Street and Number)

         Westport, CT  06880
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (check box if appropriate)

         (a) The reason described in reasonable detail in Part III of this form
             could not be eliminated without unreasonable effort or expense.

|X|      (b) The subject annual report, semi-annual report, transition
             report on Form 10-K, Form 20F, Form 11-K, Form N-SAR or Form
             N-CSR, or portion thereof, will be filed on or before the
             fifteenth calendar day following the prescribed due date; or the
             subject quarterly report or transition report on Form 10-Q, or
             portion thereof, will be filed on or before the fifth calendar day
             following the prescribed due date; and

         (c) The accountant's statement or other exhibit required by Rule
             12b-25(c) has been attached if applicable.





PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

         The Form 10-KSB for the period ended June 30, 2004, could not be filed
within the prescribed time period due to computer difficulties experienced by
the registrant.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

         Pierce Onthank                 (203)                   222-7315
- -----------------------------  ----------------------   -----------------------
               (Name)                 (Area Code)            (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Invstment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed? If answer is no, identify report(s). Yes |X| No |_|

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

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof? Yes |_| No |X|

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.


                                        The American Energy Group, Ltd.
                                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date     September 28, 2004               By:  /S/
    ----------------------------------       --------------------------------
                                          Pierce Onthank, President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION

  Intentional misstatements or omissions of facts constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).