NT 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                                Commission File Number: 0-26402

(Check one)

|X| Form 10-K and Form 10-KSB        | | Form 11-K
| | Form 20-F      | | Form 10-Q and Form 10-QSB      | | Form N-SAR

     For the period ended June 30, 1998

| |  Transition Report on Form 10-K and Form 10-KSB
| |  Transition Report on Form 20-F
| |  Transition Report on Form 11-K
| |  Transition Report on Form 10-Q and Form 10-QSB
| |  Transition Report on Form N-SAR

      For the transition period ended ____________

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 notification relates: __________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:   The American Energy Group, Ltd.

Former name if applicable:

Address of principal
executive office:          9315 FM 1489

City, State and Zip Code   Simonton, Texas 77476

                                      1

                                     PART II

                             RULE 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 appropriate box.)


      |X| (a) The reasons described in 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
of Forms 10-K, 10- KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and


      |X| (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 the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)


      The Registrant's annual report on Form 10-K could not be filed within the
prescribed time period because the Company's independent auditor has not been
able to complete the audited financial statements required to be included in the
Form 10-K in order for the Form 10-K to be filed in a timely manner.

                                        2

                                     PART IV

                                OTHER INFORMATION

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

       BRADLEY J. SIMMONS        (281)         346-2652
            (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 Investment 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 the answer is no, identify report(s).
                                                |X| YES     | | 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     |X| No

      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.

      EXPLANATION FOR FORM 12B-25 PART IV ITEM (3):   Not Applicable.


EXHIBIT
1.1         Letter from independent auditor

                                        3

                         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
thereunto duly authorized.

Date September 28, 1998        By /s/ BRADLEY J. SIMMONS
                                      Bradley J. Simmons
                                      Chairman of the Board, President,
                                      and Chief Accounting Officer

                                      4

EX-1.1

                    [JONES, JENSEN & COMPANY LLC LETTERHEAD]

                                August 15, 1998

The American Energy Group, Ltd. and Subsidiaries
P.O. Box 489
Simonton, Texas 77476

Attention Bradley J. Simmons, President

This letter is to explain our understanding of the arrangements for the services
we are to perform for The American Energy Group, Ltd. and Subsidiaries for the
year ending June 30, 1998. We ask that you either confirm or amend this
understanding.

We will perform an audit of The American Energy Group, Ltd. and Subsidiaries
financial statements as of and for the year ended June 30, 1998. We understand
that the financial statements will be prepared in accordance with generally
accepted accounting principles.

We will conduct the audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable, rather than absolute, assurance about whether the financial
statements are free of material misstatement whether caused by error, fraudulent
financial reporting, or misappropriation of assets. Accordingly, a material
misstatement, whether caused by error, fraudulent financial reporting or
misappropriation of assets, may remain undetected. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit will provide
a reasonable basis for our report.

An audit also includes obtaining an understanding of internal control sufficient
to plan the audit and to determine the nature, timing and extent of audit
procedures to be performed. An audit is not designed to provide assurance on
internal control or to identify reportable conditions. However, we will
communicate to you any reportable conditions that become known to us during the
course of the audit.

On January 1, 2000, information technology experts believe that many application
systems may fail as a result of erroneous calculations and data integrity
problems. The effects of this issue will vary from system to system and may
adversely affect an entity's operations as well as its ability to prepare
financial statements.

An audit of the financial statements made in accordance with generally accepted
auditing standards is not designed to determine whether your information systems
are Year 2000 compliant. Furthermore, we remind you that we have no
responsibility in regards to The American Energy Group, Ltd. and Subsidiaries'
efforts to make your information systems Year 2000 compliant nor to provide you
with assurance on whether the Company has addressed or will be able to address
all of the affected systems on a timely basis. The responsibilities necessary is
conform the Company's information systems to be Year 2000 compliant are those of
the Company's management. However, we may choose to communicate to management of
the Company Year 2000 issue matters that come to our attention during the course
of our engagement.

If circumstances arise relating to the conditions of your records, the
availability of sufficient, competent evidential matter, or indications of a
significant risk of material misstatement of the financial statements because of
error, fraudulent financial reporting, or misappropriation of assets which in
our professional judgment prevents us from completing the audit, we retain the
unilateral right to take any course of action permitted by professional
standards, including withdrawal from the engagement.

As you know, management is responsible for (1) the preparation of The American
Energy Group, Ltd. and Subsidiaries's financial statements. (2) establishing and
maintaining effective internal control over financial reporting and safeguarding
assets, (3) properly recording transactions in the records (4) identifying and
ensuring that The American Energy Group, Ltd. and Subsidiaries complies with the
laws and regulations applicable to its activities and (5) making all financial
records and related information available to us. At the conclusion of our audit,
we will request certain written representations from management about the
financial statements and matters related thereto.

During the course of our engagement, we may accumulate records containing data
which should be reflected in your books and records. You will determine that all
such data, if necessary, will be so reflected. Accordingly, you will not expect
us to maintain copies of such records in our possession.

Our fees are based upon the time required by the individuals assigned to the
engagement, plus direct expenses. Interim billings will be submitted as work
progresses and as expenses are incurred. Billings are due upon submission. Work
may be suspended if your account becomes 15 days or more overdue and will not be
resumed until your account is paid in full. We also request that a retainer or
$100,000 be paid prior to commencing the audit.

In the event we are requested or authorized by The American Energy Group, Ltd.
and Subsidiaries or are required by government regulation, subpoena, or other
legal process to produce our documents or our personnel as witnesses with
respect to our engagements for The American Energy Group, Ltd. and Subsidiaries,
The American Energy Group, Ltd. and Subsidiaries will, so long as we are not a
party to the proceeding in which the information is sought, reimburse us for our
professional time and expenses, as well as the fees and expenses of our counsel,
incurred in responding to such requests.

Our professional standards require that we perform certain additional procedures
whenever our reports are included, or we are named as, accountants, auditors, or
"experts'' in a document used in a public or private offering of equity or debt
securities. Accordingly, you agree that you will not include our reports, or
otherwise make reference to us, in any public or private securities offering
without first obtaining our consent. Any request to consent is a matter for
which separate arrangements will be necessary. After obtaining our consent, you
also agree to provide us with printer's proofs or masters of such offering
documents for our review and approval before printing, and with a copy of the
final reproduced material for our approval before it is distributed. In the
event our auditor/client relationship has been terminated when you seek such
consent, we will be under no obligation to grant such consent or approval.

It is agreed by The American Energy Group, Ltd. and Subsidiaries and Jones,
Jensen & Company or any successors in the interest that no claim arising out of
services rendered pursuant to this agreement by or on behalf of either party
shall be asserted more than three years after the date of the audit report or
one year after the date of termination of Jones, Jensen & Company's services
whichever date occurs first.

This letter constitutes the complete and exclusive statement of agreement
between Jones, Jensen & Company and The American Energy Group, Ltd. and
Subsidiaries, superseding all proposals, oral or written, and all other
communication, with respect to the terms of the engagement between the parties.

If this letter defines the arrangements as you understand them, please sign and
date the enclosed copy and return to us. We appreciate your business.


                                   /s/   JONES, JENSEN & COMPANY
                                         Jones, Jensen & Company



Confirmed on behalf of the addressee:

/s/ BRAD SIMMONS
    Brad Simmons,
    President, The American Energy Group, Ltd.