UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2008
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF
1934
For the transition period from _____________ to _______________
Commission file number: 0-26402
THE AMERICAN ENERGY GROUP, LTD.
(Exact name of Registrant as specified in its charter)
Nevada 87-0448843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Gorham Island
Suite 303
Westport, Connecticut 06880
(Address of principal executive offices) (Zip code)
203-222-7315
(Registrant's telephone number including area code)
---------------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant is a large acclerated filer, an
accelerated filer, a non-accelerated filer or a small reporting company.
Large acclerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [ ]Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court. Yes [X]
No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 14, 2008, the number of Common shares outstanding was 30,817,242
THE AMERICAN ENERGY GROUP, LTD.
INDEX TO FORM 10-QSB
PART I-FINANCIAL INFORMATION PAGE
Item 1. Financial Statements ......................................3
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations...........7
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.............................10
Item 4. Controls and Procedures...................................10
Item 4T. Controls and Procedures...................................10
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.........................................10
Item 1A. Risk Factors..............................................10
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds...........................................10
Item 3. Defaults Upon Senior Securities...........................10
Item 4. Submission of Matters to a Vote of Security
Holders...................................................10
Item 5. Other Information.........................................10
Item 6. Exhibits..................................................11
-2-
PART I-FINANCIAL INFORMATION
THE AMERICAN ENERGY GROUP, LTD.
Balance Sheets
Assets
September 30,
2008 June 30,
(Unaudited) 2008
----------- -----------
Current Assets
- --------------
Cash $ 25,450 $ 26,984
Funds reserved for acquisitions 1,530,645 1,653,945
----------- -----------
Total Current Assets 1,556,095 1,680,929
----------- -----------
Property and Equipment
- ----------------------
Office equipment 27,421 27,421
Leasehold improvements 26,458 26,458
Accumulated depreciation (14,113) (12,370)
----------- -----------
Net Property and Equipment 39,766 41,509
----------- -----------
Other Assets
- ------------
Security deposit 26,209 26,209
----------- -----------
Total Assets $ 1,622,070 $ 1,748,647
=========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
- -------------------
Accounts payable $ 107,112 $ 112,782
Security deposits 11,200 11,200
Accrued liabilities 351,296 310,070
----------- -----------
Total Current Liabilities 469,608 434,052
----------- -----------
Total Liabilities 469,608 434,052
----------- -----------
Stockholders' Equity
- --------------------
Common stock, par value $0.001 per share;
authorized 80,000,000 shares; 30,741,491 and
30,718,752 shares issued and outstanding, respectively 30,741 30,719
Capital in excess of par value 8,503,496 8,484,018
Accumulated deficit (7,381,775) (7,200,142)
----------- -----------
Total Stockholders' Equity 1,152,462 1,314,595
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,622,070 $ 1,748,647
=========== ===========
The accompanying notes are an integral part of these financial statements.
-3-
THE AMERICAN ENERGY GROUP, LTD.
Statements of Operations
For the Three Months Ended September 30, 2008 and 2007
(Unaudited)
2008 2007
------------ ------------
Revenue $ -- $ --
- ------- ------------ ------------
General and Administrative Expenses
- -----------------------------------
Administrative salaries 122,000 121,800
Legal and professional 27,502 63,146
General and administrative 26,381 29,078
Office overhead expenses 2,502 20,229
Depreciation 1,743 1,689
------------ ------------
Total Expenses 180,128 235,942
------------ ------------
Net Operating (Loss) (180,128) (235,942)
------------ ------------
Other Income and (Expense)
- --------------------------
Interest income -- 1,742
Interest expense (1,505) (679)
------------ ------------
Total Other Income and (Expense) (1,505) 1,063
------------ ------------
Net (Loss) Before Tax (181,633) (234,879)
Income Tax -- --
------------ ------------
Net (Loss) $ (181,633) $ (234,879)
============ ============
Basic Loss per Common Share $ (0.01) $ (0.01)
============ ============
Weighted Average Number of Shares Outstanding 30,736,758 30,534,293
============ ============
The accompanying notes are an integral part of these financial statements.
-4-
THE AMERICAN ENERGY GROUP, LTD.
Statements of Cash Flows
For the Three Months Ended September 30, 2008 and 2007
(Unaudited)
2008 2007
--------- ---------
Cash Flows From Operating Activities
- ------------------------------------
Net loss $(181,633) $(234,879)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation 1,743 1,689
Common stock issued for debt and services 19,500 --
Changes in operating assets and liabilities:
(Increase) decrease in security deposits -- 3,200
Increase (decrease) in accounts payable (5,670) 4,678
Increase (decrease) in accrued expenses
and other current liabilities 41,226 116,010
--------- ---------
Net Cash (Used In) Operating Activities (124,834) (109,302)
--------- ---------
Cash Flows From Investing Activities
- ------------------------------------
Funds (reserved for) / released from acquisitions 123,300 19,975
Expenditures for property and equipment (--) (11,161)
--------- ---------
Net Cash Provided By Investing Activities 123,300 8,814
--------- ---------
Cash Flows From Financing Activities
- ------------------------------------
Net Cash Provided By (Used In) Financing Activities 0 0
--------- ---------
Net (Decrease) in Cash (1,534) (100,488)
Cash and Cash Equivalents, Beginning of Period 26,984 112,957
--------- ---------
Cash and Cash Equivalents, End of Period $ 25,450 $ 12,469
========= =========
Cash Paid For:
- --------------
Interest $ 679 $ 679
Taxes $ -- $ --
Non-Cash Financing Activities:
- ------------------------------
Common stock issued for payment of debt $ 19,500 $ 24,923
The accompanying notes are an integral part of these financial statements.
-5-
THE AMERICAN ENERGY GROUP, LTD.
Notes to the Financial Statements
September 30, 2008
Note 1 - General
- ----------------
The accompanying unaudited condensed financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such rules and
regulations. The information furnished in the interim condensed financial
statements include normal recurring adjustments and reflects all adjustments,
which, in the opinion of management, are necessary for a fair presentation of
such financial statements. Although management believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested that these interim condensed financial statements be read in
conjunction with the Company's audited financial statements and notes thereto
included in its June 30, 2008 Annual Report on Form 10-KSB. Operating results
for the three months ended September 30, 2008 are not necessarily indicative of
the results that may be expected for the year ending June 30, 2009.
Note 2 - Basic Loss Per Share of Common Stock
- ---------------------------------------------
For the three For the three
months ended, months ended,
Sept 30, 2008 Sept 30, 2007
------------- -------------
Loss (numerator) $ (181,633) $ (234,879)
Shares (denominator) 30,736,758 30,534,293
------------- -------------
Per Share Amount $ (0.01) $ (0.01)
------------- -------------
The basic loss per share of common stock is based on the weighted average number
of shares issued and outstanding during the period of the financial statements.
Stock warrants convertible into 3,942,326 shares of common stock are not
included in the basic calculation because their inclusion would be antidilutive,
thereby reducing the net loss per common share.
Note 3 - Common Stock
- ---------------------
During July and August 2008, the Company issued 14,614 and 8,125 shares of
common stock for payables valued at $13,000 and $6,500, respectively.
-6-
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
This report contains statements about the future, sometimes referred to as
"forward-looking" statements. Forward-looking statements are typically
identified by the use of the words "believe," "may," "will," "should," "expect,"
"anticipate," "estimate," "project," "propose," "plan," "intend" and similar
words and expressions. We intend the forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in Section
27A of the Securities Act and Section 21E of the Exchange Act. Statements that
describe our future strategic plans, goals or objectives are also
forward-looking statements.
Readers of this report are cautioned that any forward-looking statements,
including those regarding the Company or its management's current beliefs,
expectations, anticipations, estimations, projections, proposals, plans or
intentions, are not guarantees of future performance or results of events and
involve risks and uncertainties, such as:
.. The future results of drilling individual wells and other exploration and
development activities;
.. Future variations in well performance as compared to initial test data;
.. Future events that may result in the need for additional capital;
.. Fluctuations in prices for oil and gas;
.. Future drilling and other exploration schedules and sequences for various
wells and other activities;
.. Uncertainties regarding future political, economic, regulatory, fiscal,
taxation and other policies in Pakistan;
.. Our future ability to raise necessary operating capital.
The forward-looking information is based on present circumstances and on our
predictions respecting events that have not occurred, which may not occur or
which may occur with different consequences from those now assumed or
anticipated. Actual events or results may differ materially from those discussed
in the forward-looking statements as a result of various factors, including the
risk factors detailed in this report. The forward-looking statements included in
this report are made only as of the date of this report. We are not obligated to
update such forward-looking statements to reflect subsequent event or
circumstances.
Overview
Prior to our bankruptcy proceedings initiated on June 28, 2002, we were an
active oil and gas exploration and development company. The foreclosure of our
Fort Bend County, Texas oil and gas leases by the secured creditor in early
calendar 2003 resulted in the loss of our only revenue producing asset. We
intend to initiate new business activities by prudent management of our Pakistan
overriding royalty interest and our Galveston, Texas interests and if we are
successful in generating working capital from these investments or from sales of
securities, we intend to pursue investment opportunities in the oil and gas
business.
Drilling of the first well in Pakistan as to which our overriding royalty
pertains, named the Haseeb No. 1 Well, was successfully completed by
Hycarbex-American Energy, Inc. ("Hycarbex"), the owner and operator of the Yasin
2768-7 Block, in the fourth quarter of the fiscal year ended June 30, 2005. All
testing to date by Hycarbex indicates that the Haseeb No. 1 well will be a
significant commercial gas well. Hycarbex previously announced the bidding for
the construction of the surface treatment facility for the Haseeb Well # 1 and
the delays in the award of the contract due to governmental delays in the
appointment of a permanent Minister for the Ministry of Petroleum and Natural
Resources. While the permanent Minister is yet to be appointed, the Pakistan
government recently mandated that the Ministry process the approval requests
pending before the Ministry. As a result of this government action, Hycarbex
obtained the required approval from the Ministry and then engaged Energy
Processing Services (Pvt) Limited ("EPS") to construct the surface treatment
facility on a rental/gas processing fee basis. EPS is an affiliated company of
Specialty Process Equipment Corporation ("SPEC"), a worldwide specialist in
design, engineering and custom fabrication of processing facilities based in
Houston, Texas, with manufacturing facilities in Houston, Texas, United Arab
Emirates and Pakistan. EPS has completed the design work on the Haseeb #1
surface treatment facility and several items of equipment have been procured.
EPS will continue its equipment procurement and fabrication in the SPEC facility
located in Lahore, Pakistan and is expected to complete the fabrication and
assembly during the first quarter of calendar 2009. Upon completion of the
surface treatment facility, the Haseeb Well # 1 will be connected to the
pipeline and begin the sale of gas to Sui Southern Pipeline Company. These
contractual and construction matters have caused Hycarbex to modify its previous
estimates as to the timing of pipeline connection and there can be no assurance
that the current timing estimates will be met.
-7-
The drilling of Al-Ali #1 Well, the second well to which our overriding
royalty pertains, was undertaken by Hycarbex to fulfill the work obligations for
the third contract year under the Concession License and was not commercially
successful. The well was plugged. The drilling data is being studied by Hycarbex
in order to determine if further operations would likely yield commercial
volumes of gas.
Hycarbex previously announced that drilling on a new exploratory well named
"Yasin Exploratory Well # 1" was scheduled during the month of October.
Hycarbex's drilling contractor experienced mobilization and commencement delays
related to heavy rains in the flood plain area where the well is to be drilled.
These conditions resulted in flooding and the need for stabilization of the
drillsite surface before placement of the rig. The drilling contractor has
completed this preparatory work and mobilized the drilling rig to the selected
drill site. The drilling contractor is currently assembling the rig and
associated equipment and spudding of the Yasin Exploratory Well #1 is expected
during November, 2008. The Yasin Exploratory Well #1 will be drilled on a
geologic structure within the Yasin Block which has not been tested. The target
structure was identified using seismic results which were completed in December
2007. Hycarbex previously reported that the seismic analysis indicates the
presence of two potential reservoirs, being the Sui Main Limestone at 1,110
meters (3,642 feet) with an indicated estimated closure of 23.4 square
kilometers (9 square miles) and vertical relief of 40 msec., and the deeper Pab
Sandstone at 1,550 meters (5,085 feet) with an estimated closure of 21.49 square
kilometers (8.3 square miles) and vertical relief of 30 msec.
Results of Operations
Our operations for the three months ended September 30, 2008 reflected a
net operating loss of $180,128 as compared to $235,942 for the three months
ended September 30, 2007, related to salaries, office rental and overhead
charges and legal and professional fees. There were no revenues from operations
and our sole business during the fiscal quarter consisted of management of our
Pakistan and Texas assets. All of our previously owned producing oil and gas
leases were foreclosed by the first lien lender in early calendar 2003. As a
result, since emerging from bankruptcy, we have had no recurring income stream
and have been solely dependent upon cash infusion from the sale of securities
and loans. These proceeds have been and will continue to be used to finance
salaries, legal and accounting expenses and administrative overhead until the
commencement of royalty revenues from gas sales from the Haseeb No. 1 Well.
Current estimates by Hycarbex indicate that the sale of gas will commence during
the first six (6) months of calendar 2009, but these are estimates only which
may be further revised by Hycarbex.
Liquidity and Capital Resources
After emerging from bankruptcy, we funded our operations through private
loans, all of which have been repaid, and through the private sale of
securities. During the fourth quarter of the prior fiscal year, we sold $3.95M
of our Common stock. Of this amount, we deposited $2,100,000 with Hycarbex in
trust for future acquisitions of additional royalty interests in Pakistan. Based
upon prior estimates received from Hycarbex, we previously anticipated that gas
sales from the Haseeb No. 1 Well would begin by mid-calendar 2007, which did not
occur. The most recent estimates for pipeline connection received from Hycarbex
indicate a connection during the first six (6) months of 2009 after completion
of contractual documents, gas allocation, and construction of surface
facilities. These contractual and construction matters have caused Hycarbex to
modify its previous estimates as to the timing of pipeline connection and there
can be no assurance that the current timing estimates will be met.
The depletion of available cash on hand resulting from the delay in the
royalty stream from gas sales has created the need for additional operating
capital to meet future requirements. We expect to meet these operating capital
requirements in the near term by withdrawing a portion of the $2,100,000 deposit
in escrow with Hycarbex in Pakistan which is sufficient to meet our needs. As of
September 30, 2008, we have withdrawn a total of $569,355 of the escrow deposit.
We expect to replenish the escrow deposit with funds derived from future royalty
sales.
During the fourth quarter of the fiscal year ended June 30, 2005, we
registered 2,000,000 Common shares on a Form S-8 Registration Statement for
issuance to key consultants. We anticipate that some critical services rendered
by third party consultants during the 2009 fiscal year will be paid with common
stock instead of cash assets.
-8-
Business Strategy and Prospects
We believe that there have been positive developments resulting from the
bankruptcy proceedings. We have eliminated our debt burden, diminished our labor
force and significantly reduced all facets of general and administrative
overhead. The cancellation and reissuance of new securities have reduced the
outstanding shares from over sixty six million shares to just under thirty one
million shares, a number which both permits the issuance of additional
securities in the future as needed to obtain strategic assets or funding from
investors, and which provides an opportunity for enhanced shareholder value if
the current assets become cash generating assets, as anticipated. Our
registration of 2,000,000 Common shares on Form S-8 during the fiscal year ended
June 30, 2005 continues to provide a means of compensating key consultants.
On April 20, 2006, we executed a Compromise Settlement Agreement with Smith
Energy 1986A Partnership ("Smith Energy") and Howard A. Smith pertaining to our
Galveston County, Texas oil and gas leases. Under the terms of the Compromise
Settlement Agreement, American Energy Group acquired all of Smith Energy's 3%
overriding royalty interest in the deep zones greater than 10,000 feet as well
as the right to review valuable 3D seismic data covering the leases. American
Energy also acquired from Smith Energy affirmation of American Energy's right to
operate the oil and gas leases as to wells drilled to depths greater than 10,000
feet. The Agreement also affords American Energy access under mutually agreed
terms to existing Smith Energy facilities in connection with American Energy's
future operations, such as roads and salt water disposal facilities. American
Energy Group relinquished to Smith Energy Group under the agreement its claims
to the 15% back-in interest in the zones above 10,000 feet. This settlement
provides us the opportunity to deal in the sale or exploration of the deeper
zones under the oil and gas leases.
On May 12, 2006, we entered into a Non-exclusive Agency Agreement with
Hycarbex - American Energy, Inc. an entity for which our Director, Dr. Iftikhar
Zahid, serves as president, under which Hycarbex will attempt to locate for the
Company, and to negotiate on behalf of the Company, royalty purchase
opportunities within the Republic of Pakistan. The Agreement provides for a
finder's fee to Hycarbex equal to $50,000 for each royalty purchase which is
actually consummated. We may, in our discretion, deposit funds with Hycarbex
which are to be used solely for such acquisition purposes and subject to our
approval of the transaction. As of September 30, 2008, we had a total of
$1,530,645 on deposit with Hycarbex. The intended uses of the deposited funds
are potential royalty or concession purchases which may be consummated in
Pakistan. In the event that no acquisitions are consummated, then we are
entitled, at any time, to terminate the agency relationship and the funds will
be returned.
We will continue to manage our Pakistan royalty and our Galveston County,
Texas oil and gas leases. While we await production revenues from the sale of
gas from the Haseeb No. 1 well in Pakistan and the results of other exploration
projects initiated by Hycarbex on the Yasin 2768-7 Block. We have also begun
efforts to locate and acquire other royalty interests on one or more additional
oil and gas concessions in Pakistan, using a portion of the proceeds of the
$3.95M institutional private offering consummated in the fourth quarter of the
prior fiscal year, and to locate an industry participant in our Galveston
County, assets.
Pakistan Overriding Royalty/Recent Political Developments
Through our former Hycarbex subsidiary (before the sale of that
subsidiary), we expended in excess of $10,000,000.00 on drilling and seismic on
the Jacobabad and Yasin Concessions in the Republic of Pakistan comprised of
over 2,200 square kilometers. The structure, to date, has no Proved Reserves as
that term and the calculation for discounted future net cash flows for reporting
purposes is mandated by the Financial Accounting Standards Board in Statement of
Financial Accounting Standards No. 69, titled "Disclosures About Oil and Natural
Gas Producing Activities". While we did not obtain a commercial discovery well
in any of our previous Pakistan drilling efforts, we have announced the success
of the Haseeb No. 1 well drilled in the fourth quarter of 2005 based upon all
available test results, as well as the completion of 110 kilometers of
additional seismic research by Hycarbex-American Energy, Inc. which should
provide valuable data for selection of future wells. We strongly believe that
the concession acreage contains oil and gas producing physical structures which
are worthy of further exploration. If successfully developed, our reserved 18%
overriding royalty interest will likely be a good source of cash revenues
because the royalty, by its nature, entitles us to share in gross, rather than
net, production. We expect to use these anticipated revenues for further
investment in other revenue generating assets or business activities. The
financial risks inherent in oil and gas drilling in Pakistan will no longer be
borne by us because an overriding royalty interest is not subject to such costs.
-9-
While continuous production and favorable hydrocarbon prices are necessary
for the overriding royalty interest to demonstrate real value, we are optimistic
that the recent successful drilling of the Haseeb No. 1 Well, the proximity of a
pipeline for gas sales and the additional seismic and technical data collected
will enhance the chances of continued success on the concession despite the
customary risks inherent with oil and gas drilling in general.
On October 6, 2007, President Pervez Musharraf was reelected. On November
3, 2007, President Musharraf declared a state of emergency in Pakistan. The
declaration was accompanied by a suspension of the constitution. The state of
emergency was lifted and the constitution was reinstated on December 15, 2007.
The Parliamentary elections originally slated for January, 2008, were postponed
after the death of Benazir Bhutto on December 27, 2007 until February 18, 2008,
on which date, Asif Ali Zardari succeeded Mr. Musharraf as President. This
change in the political party in power has resulted in numerous personnel
realignments within the several governmental ministries, many of which have not
been completed as of the date of this report. Isolated incidents of violence and
political protest continue to occur within the country according to
international news sources. Other than delays encountered by Hycarbex in
obtaining governmental approval of a surface facility construction contract for
the Haseeb #1 Well, these political events have not impacted our ownership of
the overriding royalty or the ongoing business practices within the country,
including oil and gas exploration, development and production by Hycarbex and
other major foreign and domestic operators doing business in Pakistan. We cannot
predict the effect of future political events or political changes upon
Hycarbex's operations and our expectations of deriving revenues from our
overriding royalty through the sale of gas into Pakistan's pipeline
infrastructure.
Galveston County, Texas Leases
We believe that the deeper zones which we currently hold may have
development potential. We are exploring the various opportunities to realize
value from these deep rights, including potential sale. We have not yet
determined the best course for these assets. These leases are held in force by
third party production and, therefore, the leases do not require development of
these rights by a certain date.
Off Balance Sheet Arrangements
We had no off balance sheet arrangements during the quarter ended September
30, 2008.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4- CONTROLS AND PROCEDURES
In conjunction with this Report on Form 10-Q and the certification of the
disclosures herein, and as required by Rule 13a-15 under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Company's principal executive officer and
principal financial officer, Pierce Onthank, evaluated the effectiveness of the
Company's disclosure controls and procedures as of September 30, 2008. This
review found the disclosure controls and procedures to be effective. There have
been no changes in the Company's internal controls over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 which occurred during the fiscal quarter
ended September 30, 2008, that have materially affected or are reasonably likely
to materially affect these internal controls over financial reporting.
ITEM 4T. CONTROLS AND PROCEDURES.
There have been no changes in our internal control over financial reporting
during our last fiscal quarter (being the fourth quarter of the year ending
Junde 30, 2008) that have materially affected, or are reasonably likely to
materially affect our internal over financial reporting.
PART II-OTHER INFORMATION
ITEM 1-LEGAL PROCEEDINGS
There were no legal proceedings affecting the Company during the quarter
ended September 30, 2008.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
-10-
ITEM 6-EXHIBITS
The following documents are filed as Exhibits to this report:
Exhibit 31.1 - Certification by R. Pierce Onthank, President, Chief
Executive Officer and Principal Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a);
Exhibit 32.1 - Certification by R. Pierce Onthank, President, Chief
Executive Officer and Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, Section 1350(a) and (b).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE AMERICAN ENERGY GROUP, LTD.
By:/s/ R. Pierce Onthank
-------------------------------------
R. Pierce Onthank, President, Chief
Executive Officer, Principal Financial
Officer and Director
DATED: November 14, 2008
-11-