THE AMERICAN ENERGY GROUP, LTD.
One Gorham Island, Suite 303
Westport, CT 06880
Tel. (203) 222-7315
Fax (203) 226-6222
October 9, 2008
VIA FAX (202) 772-9368
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Securities and Exchange Commission
Division of Corporation Finance
100 F St. N.E.
Washington, D.C. 20549-7010
Attention: Mr. Karl Hiller, Branch Chief:
Mr. Craig Arakawa
Re: The American Energy Group, Ltd.; Item 4.01, Form 8-K;
File No. 000-26-26402
Dear Mr. Hiller and Mr. Arakawa:
This letter is in response to your letter of October 8, 2008, regarding
the Company's 8-K filed September 30, 2008.
With regard to the comments in numbered Items 1 and 2 of your letter
regarding the change in certifying accountant disclosed in the 8-K, please find
attached the proposed amended disclosure on Form 8-K/A which contains the
information we believe complies with all of the requirements of Item 304 of
Regulation S-K. Please further note the attached Exhibit 16 which is the
executed letter from the prior certifying accountant which indicates that such
accountant agrees with the disclosure. This proposed amended disclosure on Form
8-K/A will be filed the week of October 6.
With regard to your comment that it appears that the audit by the new
accountant was completed in three (3) days based upon the date of the disclosure
and the date set forth on the audit report, please be advised that the
engagement letter from the new accountant was dated September 1, 2008, but was
not signed by the Company until Friday, September 26, 2008. Meanwhile, the new
certifying accountant commenced its field work during the first week in
September, 2008, and continued its work through the date of the audit report.
We believe that this response, with enclosures, addresses each of your
comments and requests.
Sincerely,
/s/ Pierce Onthank
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Pierce Onthank, President and CEO