8-K

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


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                                  May 11, 2006
                        (Date of earliest event reported)



                         THE AMERICAN ENERGY GROUP, LTD.
                         -------------------------------
        (Exact name of small Business Issuer as specified in its charter)


            NEVADA                                    87-0448843
            ------                                    ----------
(State or other jurisdiction of            (IRS Employer Identification No.)
 incorporation or organization)

                                                         1311
                                                         ----
                                              (Primary Standard Industrial
                                                  Classification Code)

   120 Post Road West, Suite 202
       Westport, Connecticut                             06880
       ---------------------                             -----
(Address of principle executive offices)               (Zip Code)



                                 (203) 222-7315
                                 --------------
                 Issuer's telephone number, including area code






ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

                  On May 11, 2006 the Company completed the sale of $2.90
million of its common stock and warrants in a private offering of up to $3.95
million. The consummated sales consist of the placement of 1,705,882 common
shares at a price of $1.70 per share to a group of U.S. based institutional
investors. Each investor also received one warrant for each two common shares
purchased in the offering. The 852,941 warrants issued to the investors have a
five-year term and provide for an exercise price of $1.70 per share. The
warrants may be redeemed at the option of the Company if the closing bid price
for the Company's common stock equals or exceeds $2.50 per share for twenty
consecutive trading days after registration of the underlying common stock for
resale. The Company paid commissions to the placement agent equal to $174,000
plus 327,120 warrants to purchase common stock which have the same exercise and
redemption terms as those warrants issued to the institutional investors. The
Company intends to use the offering proceeds to acquire additional royalty
interests in a new oil and gas concession within Pakistan and for general
corporate purposes. The Company is obligated to file a registration statement
with the Securities and Exchange Commission within sixty (60) days and to use
its best efforts to cause the registration statement to become effective within
one hundred twenty (120) days. Should the Company fail to do so, then the
Company shall pay a monthly cash penalty to the investors equal to one percent
(1%) of the purchase price proceeds received by the Company for the common
stock. A copy of the Press Release announcing the placement is attached to this
Report as Exhibit 99.1.

ITEM 8.01         OTHER EVENTS

                  Hycarbex-American Energy, Inc. has commenced the drilling of
its Al-Ali No. 1 well in the Republic of Pakistan Yasin Block (2768-7). The
Al-Ali No. 1 Well is located 6 miles North by Northwest of Hycarbex's Haseeb No.
1 Well which Hycarbex successfully completed in 2005. The Al-Ali No. 1 Well will
be drilled to an approximate depth of 1,700 meters (5,577 feet) with the primary
target expected to be the Sui Main geologic formation. The drilling contractor
is Oil & Gas Exploration Company Krakow Limited which commenced the drilling
with its Skytop Brewster RP-600 Drilling/Workover Rig. The drilling contractor
and equipment are identical to those utilized by Hycarbex in the drilling of its
Haseeb No. 1 Well. Hycarbex's technical team views the Al-Ali No. 1 Well as a
new exploratory well which will target a geologic structure with four way
closure according to the team's analysis of seismic data collected in the area.
The American Energy Group, Ltd. owns an 18% gross royalty in the Al-Ali No. 1
well. A copy of the Press Release announcing the drilling is attached to this
Report as Exhibit 99.2.

         On April 20, 2006, the Company executed a Compromise Settlement
Agreement with Smith Energy 1986A Partnership ("Smith Energy") and Howard A.
Smith pertaining to its Galveston County, Texas oil and gas leases removing the
remaining obstacle to its near term exploration plans for the properties. The
two-year old dispute between American Energy and Smith Energy was based upon
American Energy's claims that it was entitled to a 15% back in working interest
in certain mid-depth producing zones under the Galveston County, Texas leases as
a result of the satisfaction of the payout threshold criteria described in a
1986 assignment under which Smith Energy acquired its working interest and
rights to operate the properties. Smith Energy had contested American Energy's
payout contentions. 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 its claim to an unfettered 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. A copy of the Press
Release announcing this settlement is attached to this Report as Exhibit 99.3.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

Exhibit Number                     Description

99.1                       Press release dated May 11, 2006

99.2                       Press release dated May 9, 2006

99.3                       Press release dated April 20, 2006


                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           THE AMERICAN ENERGY GROUP, LTD.
Date:  May 15, 2006

                                           By: /s/ Pierce Onthank
                                           -------------------------------------
                                           Pierce Onthank
                                           Chief Executive Officer and President

EX-99.1

                                                                    Exhibit 99.1


 American Energy Announces Institutional Placement of Common Stock and Warrants

    WESTPORT, Conn.--(BUSINESS WIRE)--May 11, 2006--The American
Energy Group, Ltd. (OTCBB: AEGG) announced today that it has completed
the sale of $2.90 million of its common stock and warrants in a
private offering of up to $3.95 million dated May 8, 2006. The
consummated sales consist of the placement of 1,705,882 common shares
at a price of $1.70 per share to a group of U.S. based institutional
investors. Each investor also received one warrant for each two common
shares purchased in the offering. The 852,941 warrants issued to the
investors have a five-year term and provide for an exercise price of
$1.70 per share. The warrants may be redeemed at the option of the
Company if the closing bid price for the Company's common stock equals
or exceeds $2.50 per share for twenty consecutive trading days after
registration of the underlying common stock for resale. The Company
intends to use the offering proceeds to acquire additional royalty
interests in a new oil and gas concession within Pakistan and for
general corporate purposes.
    This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The common shares and
warrants sold in the May 8, 2006 offering have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements under the Securities Act.
    This news release contains forward-looking statements.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events, or performance and
underlying assumptions and other statements, including opinions of
third parties regarding subsurface geologic conditions, which
estimates, assumptions or opinions are unproven. These statements are
subject to uncertainties and risks including, but not limited to,
economic conditions, the impact of competition and pricing, actual
operating conditions and results, and domestic and foreign government
regulation and approvals. All such forward-looking statements, whether
written or oral, and whether made by, or on behalf of the Company are
expressly qualified by the cautionary statements and any other
cautionary statements which accompany the forward-looking statements.
In addition, the Company disclaims any obligation to update
forward-looking statements to reflect events or circumstances after
the date hereof.

    CONTACT: American Energy Group, Ltd.
             Pierce Onthank, 203-222-7315
             mail@aegg.net

EX-99.2

                                                                    Exhibit 99.2

 Drilling Commences on Hycarbex-American Energy, Inc. Al-Ali No. 1 in Pakistan

    WESTPORT, Conn.--(BUSINESS WIRE)--May 9, 2006--The American Energy
Group, Ltd. (OTC.BB: AEGG) announced today that drilling has commenced
on Hycarbex-American Energy, Inc.'s Al-Ali No. 1 well in the Republic
of Pakistan Yasin Block (2768-7). The Al-Ali No. 1 Well is located 6
miles North by Northwest of Hycarbex's Haseeb No. 1 Well which
Hycarbex successfully completed in 2005. The Al-Ali No. 1 Well will be
drilled to an approximate depth of 1,700 meters (5,577 feet) with the
primary target expected to be the Sui Main geologic formation. The
drilling contractor is Oil & Gas Exploration Company Krakow Limited
which commenced the drilling with its Skytop Brewster RP-600
Drilling/Workover Rig. The drilling contractor and equipment are
identical to those utilized by Hycarbex in the drilling of its Haseeb
No. 1 Well. Hycarbex's technical team views the Al-Ali No. 1 Well as a
new exploratory well which will target a geologic structure with four
way closure according to the team's analysis of seismic data collected
in the area. The American Energy Group, Ltd. owns an 18% gross royalty
in the Al-Ali No. 1 well.

    This news release contains forward-looking statements.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events, or performance and
underlying assumptions and other statements, including opinions of
third parties regarding subsurface geologic conditions, which
estimates, assumptions or opinions are unproven. These statements are
subject to uncertainties and risks including, but not limited to,
economic conditions, the impact of competition and pricing, actual
operating conditions and results, and domestic and foreign government
regulation and approvals. All such forward-looking statements, whether
written or oral, and whether made by, or on behalf of the Company are
expressly qualified by the cautionary statements and any other
cautionary statements which accompany the forward-looking statements.
In addition, the Company disclaims any obligation to update
forward-looking statements to reflect events or circumstances after
the date hereof.

    CONTACT: American Energy Group, Ltd.
             Pierce Onthank, 203-222-7315
             mail@aegg.net

EX-99.3

                                                                    Exhibit 99.3

                            American Energy Announces
            Plans to Move Forward with Galveston County Exploration

    WESTPORT, Conn.--(BUSINESS WIRE)--April 20, 2006--The American
Energy Group, Ltd. (OTC.BB: AEGG) announced today that is has executed
a Compromise Settlement Agreement with Smith Energy 1986A Partnership
("Smith Energy") and Howard A. Smith pertaining to its Galveston
County, Texas oil and gas leases removing the remaining obstacle to
its near term exploration plans for the properties. The two-year-old
dispute between American Energy and Smith Energy was based upon
American Energy's claims that it was entitled to a 15% back in working
interest in certain mid-depth producing zones under the Galveston
County, Texas leases as a result of the satisfaction of the payout
threshold criteria described in a 1986 assignment under which Smith
Energy acquired its working interest and rights to operate the
properties. Smith Energy had contested American Energy's payout
contentions.
    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 its claim to an
unfettered 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.
    Pierce Onthank, President and CEO of American Energy, stated: "We
are very pleased to have reached an amicable solution to our claims
without the need for protracted litigation. With these disputes behind
us, we intend to promptly analyze the high quality 3D seismic data
made available by the settlement. Based upon the results of this
analysis, we expect to identify the most favorable drillsites and to
make arrangements to drill the initial deep exploratory well on the
leases."
    This news release contains forward-looking statements.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events, or performance and
underlying assumptions and other statements, including opinions of
third parties regarding subsurface geologic conditions, which
estimates, assumptions or opinions are unproven. These statements are
subject to uncertainties and risks including, but not limited to,
economic conditions, the impact of competition and pricing, actual
operating conditions and results, and domestic and foreign government
regulation and approvals. All such forward-looking statements, whether
written or oral, and whether made by, or on behalf of the Company are
expressly qualified by the cautionary statements and any other
cautionary statements which accompany the forward-looking statements.
In addition, the Company disclaims any obligation to update
forward-looking statements to reflect events or circumstances after
the date hereof.

    CONTACT: The American Energy Group, Ltd.
             Pierce Onthank, 203-222-7315
             mail@aegg.net