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

                                   FORM 10-Q/A
                                (Amendment No. 1)
(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES  EXCHANGE ACT
         OF 1934 For the quarterly period ended December 31, 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 checkmark  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 ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether the issuer 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 February 13, 2009, the number of Common shares outstanding was 30,947,141


                                EXPLANATORY NOTE

           The American  Energy  Group,  Ltd. is filing this  Amendment No. 1 on
Form 10-QSB/A (this  "Amendment") to its Quarterly Report on Form 10-QSB for the
period ended  December 31, 2008,  which was  originally  filed February 13, 2009
(the   "Original   Filing"),   to  revise  and  update  the  principal   officer
certifications  in Exhibit 31.1.  Except as otherwise  stated  herein,  no other
information  contained in the Original Filing has been updated by this Amendment
No. 1, and no disclosures have been updated to reflect events that occurred at a
later date.