10-Q

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 THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 incorporation or organization)	(I.R.S. Employer 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

Check 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 o

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 o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 20, 2014, the number of Common shares outstanding was 49,616,878

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

THE AMERICAN ENERGY GROUP, LTD.

INDEX TO FORM 10-Q

		PAGE
PART I-FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13
Items 4 and 4T.	Controls and Procedures		13
PART II-OTHER INFORMATION
Item 1.	Legal Proceedings		14
Item 1A.	Risk Factors		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3.	Defaults Upon Senior Securities		16
Item 4.	Mine Safety Disclosures		16
Item 5.	Other Information		16
Item 6.	Exhibits		17

2

PART I-FINANCIAL INFORMATION

THE AMERICAN ENERGY GROUP, LTD.

Balance Sheets

	March 31,			June 30,
	2014			2013
	(Unaudited)
Assets
Current Assets
Cash	$	25,416		$	44,101
Prepaid expenses		3,136			33,826
Total Current Assets		28,552			77,927
Property and Equipment
Office equipment		30,417			30,417
Leasehold improvements		26,458			26,458
Accumulated depreciation		(45,877	)		(42,465	)
Net Property and Equipment		10,998			14,410
Other Assets
Investment in oil and gas working interest – related party		1,583,914			1,583,914
Oil & gas sales receivable		-			2,037,143
Security deposit		16,312			16,312
Total Other Assets		1,600,226			3,637,369
Total Assets	$	1,639,776		$	3,729,706
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	59,937		$	59,683
Security deposits		6,895			13,200
Note payable		-			27,378
Accrued liabilities		381,969			254,936
Total Current Liabilities		448,801			355,197
Non-Current Liabilities
Note payable – related party		350,000			-
Total Non-Current Liabilities		350,000			-
Total Liabilities		798,801			355,197
Stockholders’ Equity
Common stock, par value $0.001 per share; authorized 80,000,000 shares; 49,129,616 and 45,242,949 shares issued and outstanding, respectively		49,129			45,243
Capital in excess of par value		14,442,010			13,560,821
Accumulated deficit		(13,650,164	)		(10,231,555	)
Total Stockholders’ Equity		840,975			3,374,509
Total Liabilities and Stockholders’ Equity	$	1,639,776		$	3,729,706

See accompanying unaudited notes to the financial statements.

3

THE AMERICAN ENERGY GROUP, LTD.

Statements of Operations

For the Three Months and Nine Months Ended March 31, 2014 and 2013

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,			March 31,			March 31,			March 31,
	2014			2013			2014			2013
Revenue – Oil and Gas Royalties	$	318,855		$	298,290		$	943,313		$	914,871
Expenses
Administrative salaries		127,629			112,640			338,061			319,342
Legal and professional		410,474			86,518			535,982			225,468
General and administrative		64,961			37,503			185,414			120,399
Office overhead expenses		11,825			15,692			52,880			48,079
Depreciation		1,137			1,184			3,412			3,550
Bad debt expense		2,980,456			-			2,980,456			-
Total Expenses		3,596,482			253,537			4,096,205			716,838
Net Operating Income (Loss)		(3,277,627	)		44,753			( 3,152,892	)		198,033
Other Income and (Expense)
Warrant settlements		(257,075	)		-			(257,075	)		(19,647	)
Interest expense		(3,789	)		(2,139	)		(8,642	)		(6,443	)
Total Other Income (Expense)		(260,864	)		(2,139	)		(265,717	)		(26,090	)
Net Income (Loss) Before Tax		(3,538,491	)		42,614			( 3,418,609	)		171,943
Income Tax		0			0			0			0
Net Income (Loss)	$	(3,538,491	)	$	42,614		$	( 3,418,609	)	$	171,943
Earnings per Share
Basic	$	(.07	)	$	.00		$	( .07	)	$	.00
Fully Diluted	$	NA		$	.00		$	NA		$	.00
Weighted Average Number of Shares Outstanding
Basic		47,487,668			42,927,429			46,542,584			40,755,119
Fully Diluted		53,383,320			45,287,429			51,785,796			43,115,119

See accompanying unaudited notes to the financial statements.

4

THE AMERICAN ENERGY GROUP, LTD.

Statements of Cash Flows

For the Nine Months Ended March 31, 2014 and 2013

(Unaudited)

	2014			2013
Cash Flows From Operating Activities
Net income (loss)	$	(3,418,609	)	$	171,943
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		3,412			3,550
Warrant expense		257,075			19,647
Common stock issued for services		3,000			45,000
Bad debt expense		2,980,456			-
Changes in operating assets and liabilities:
(Increase) decrease in oil and gas sales receivable		(943,313	)		(914,872	)
(Increase) decrease in prepaid expenses		3,312			3,045
Increase (decrease) in accounts payable		254			(3,754	)
Increase (decrease) in accrued expenses and other current liabilities		120,728			73,048
Net Cash (Used In) Operating Activities		(993,685	)		(602,393	)
Cash Flows From Investing Activities
Net Cash (Used In) Investing Activities		-			-
Cash Flows From Financing Activities
Proceeds from the issuance of debt		350,000			-
Proceeds from the issuance of common stock		625,000			582,500
Net Cash Provided By Financing Activities		975,000			582,500
Net Increase (Decrease) in Cash		(18,685	)		(19,893	)
Cash and Cash Equivalents, Beginning of Period		44,101			82,433
Cash and Cash Equivalents, End of Period	$	25,416		$	62,540
Cash Paid For:
Interest	$	6,580		$	4,304
Taxes	$	-		$	-
Non-Cash Financing Activities:
Common stock issued for payment of debt	$	-		$	20,000
Common stock issued for services	$	3,000		$	45,000

See accompanying unaudited notes to the financial statements.

5

THE AMERICAN ENERGY GROUP, LTD.

Notes to the Unaudited Financial Statements

March 31, 2014

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, 2013 Annual Report on Form 10-K. Operating results for the three months and nine months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014.

Note 2 – Basic Loss Per Share of Common Stock

	Three Months Ended					Nine Months Ended
	March 31,			March 31,		March 31,			March 31,
	2014			2013		2014			2013
Income (loss) (numerator)	$	(3,538,491	)	$	42,614	$	(3,418,609	)	$	171,943
Basic Shares (denominator)		47,487,668			42,927,429		46,542,584			40,755,119
Fully Diluted Shares (denominator)		53,383,320			45,287,429		51,785,796			43,115,119
Basic Income (Loss) Per Share	$	(0.07	)	$	0.00	$	(0.07	)	$	0.00
Fully Diluted Income (Loss) Per Share	$	NA		$	0.00	$	NA		$	0.00

 

The basic income/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 4,860,000 and 7,193,333 shares of common stock for the periods ended March 31, 2013 and 2014, respectively, are included in the fully diluted income per share calculation.

Note 3 – Revenue Recognition

Revenue from oil and gas royalties consists solely of override royalty interests and is recognized after production has occurred on the oil and gas concession in which the Company has an interest. Royalty income is reported on a net revenue basis.

Note 4 - Common Stock

During July, 2013, the Company issued 500,000 shares of common stock for cash at $0.15 per share.

During September, 2013, the Company issued 600,000 shares of common stock for cash at $0.15 per share.

During October, 2013, the Company issued 700,000 shares of common stock for cash at $0.15 per share.

During November, 2013, the Company issued 900,000 shares of common stock for cash at $0.20 per share.

During February, 2014, the Company issued 1,166,667 shares of common stock for cash at $0.15 per share.

During February, 2014, the Company issued 20,000 shares of common stock for services at $0.15 per share.

6

THE AMERICAN ENERGY GROUP, LTD.

Notes to the Unaudited Financial Statements

March 31, 2014

Note 5 – Income Taxes

The Company accounts for corporate income taxes in accordance with FASB ASC 740-10 “Income Taxes”. FASB ASC 740-10 requires an asset and liability approach for financial accounting and reporting for income tax purposes.

As of March 31, 2014, the Company had net operating loss carryovers of $50,346,649 which can be used to reduce future taxable income. No deferred tax benefit has been recorded related to these carryovers as utilization cannot be reasonably assured.

Note 6 – Investment in Oil and Gas Working Interest – Related Party

The Company owns an interest in two oil and gas leases located in Southeast Texas. The Company is exploring various opportunities to realize value from these interests, including potential farmout or sale. The Company intends to adopt the full cost method of accounting for oil and gas properties in the event that the Company develops their interests in these leases. As of March 31, 2014, the Company does not have any proved reserves as defined under FASB ASC 932-235-50 (formerly SFAS No. 69) and has not incurred any costs associated with the development of these oil and gas properties and had not received any oil and gas revenue from these leases.

The Company also holds an 18% gross royalty interest in the Yasin Concession in Pakistan. As of March 31, 2014 and June 30, 2013, the Company has earned $3,010,846 and $2,067,533, respectively, of oil and gas royalties on which they had received payments of $30,390, resulting in oil and gas receivables of $2,980,456 and 2,037,143 as of March 31, 2014 and June 30, 2013, respectively. At March 31, 2014, the Company recorded an allowance against the receivable of $2,980,456 (see Note 7).The concession was acquired in 2003 through the sale of a wholly owned subsidiary of the Company. Revenues to be derived from this interest are overriding in nature and there are no future financial obligations or commitments required of the Company to secure this royalty interest.

Note 7 – Receivable Allowance

During the quarter ended March 31, 2014, the Company recorded an allowance of $2,980,456 against its oil and gas receivable and recorded an expense of the same amount.

Management continues to be confident as to the collection of its oil and gas receivable. However, despite having won an order for collection from the International Court of Arbitration, there have been collection delays due to the appeals process. Accordingly, Management has determined to set up an allowance against the receivable. The Company will record the recovery of the receivable as income in the period received. Further, beginning in the fourth quarter, the Company will begin recording revenue on a cash received basis until such time as regular payments are coming from the purchaser of the oil and gas.

Note 8 – Note Payable

During the quarter ended March 31, 2014, the Company borrowed $350,000 from a current shareholder with interest at 5%, payable in full at its 18 month maturity. The Company incurred $2,061 of interest expense on this note during the quarter ended March 31, 2014.

Note 9 - Warrants

During the quarter ended March 31, 2014, the Company issued 2,333,334 warrants in connection with the financing addressed in Note 8.The warrants can be purchased at $0.15 per share. The Company reported $257,075 of expense during the quarter ended March 31, 2014 related to the warrant issuance. The expense of these warrants was calculated using the Black-Scholes option pricing model using the following assumptions:

Dividend yield		0
Expected volatility		1.57	%
Risk free interest		1.00	%
Expected life	2 years

7

THE AMERICAN ENERGY GROUP, LTD.

Notes to the Unaudited Financial Statements

March 31, 2014

Note 10 – Subsequent Events

In accordance with ASC 855-10, management of the Company has reviewed all material events from March 31, 2014 through the date the financial statements were issued. Subsequent to March 31, 2014, the Company issued 467,262 shares of its common stock to directors of the Company in satisfaction of $87,500 accrued director fees. In addition, the Company issued 20,000 shares of its common stock valued at $0.15 / share to an employee for services rendered.

Note 11 – Other Contingencies - Litigation

In December, 2011, we initiated civil legal proceedings against Hycarbex and others in the High Court of Islamabad, Pakistan. Our pleadings with respect to the 2.5% carried working interest positions in the Sanjawi and Zamzama North concessions sought a registration of those interests with the Government of Pakistan and simultaneously sought the imposition of an injunction preventing the transfer of the working interest in those concessions until the registration can be effected, thereby protecting our interests. Our pleadings with respect to the Yasin concession and the right to receive 18% of the gross production revenues, sought a referral to arbitration based upon ownership of, in effect, a 25% carried working interest to which is attributed 18% of gross production revenues and the right to receive pertinent records and data, the appointment of a receiver to both protect and cause disbursement of the 18% of gross revenues since the inception of production in April, 2011, and the imposition of an injunction against the transfer of the working interest in the Yasin concession.The Courtimmediatelyissued two injunction orders preserving the status quo as to the Company’s interests in each of the Yasin, Sanjawi and Zamzama North petroleum concessions.

On March 27, 2012, the Islamabad High Court issued its final order (later clarified as to certain arbitration procedures by a clarification Order dated April 4, 2012). The Court directed the parties to proceed to arbitration in London, UK under the ICC Rules of Arbitration and further reaffirmed the continuation of the pending temporary injunctions against Hycarbex’s potential transfer of interests in the concessions prior to final resolution in the arbitration forum. Our application for the appointment of a receiver was neither granted nor denied, but was instead deferred by the Court to the arbitration forum. Hycarbex appealed the March 27, 2012 Order asserting that litigation should not have been initiated by American Energy without first going to arbitration, asserting that our claims to 18% of gross production revenues were premature (despite already having made some payments toward that production interest) because a “commercial discovery” had not yet been declared, and asserting that the injunctions had the effect of enjoining all of the working interest, not just a portion. American Energy countered with an appeal that the Court should reconsider the application for a receiver due to an existing arbitration rule which would prevent the arbitration forum from granting interim relief of that type, irrespective of the merits of such an application. These appeals are expected to be docketed and resolved during the current fiscal year or to become moot by virtue of the ICC Order granting interim relief announced September 25, 2013, discussed below, and by virtue of the actual commencement of the scheduled final arbitration hearing in February, 2014.

On April 10, 2012, pursuant to the terms of the March 27, 2012, Islamabad High Court Order, we filed our claim with the International Chamber of Commerce (“ICC”) International Court of Arbitration. In this claim, we are seeking an order which voids, ab initio, the original 2003 Stock Purchase Agreement under which Hycarbex’s parent company acquired the stock of Hycarbex (and thus the underlying Yasin concession owned by Hycarbex) and in conjunction therewith, seeks the recovery of any financial dividends or advances which may have been made by Hycarbex to its shareholders. Alternatively, our claim requests the declaration of a 25% carried working interest (and the in-country registration of same) to which is attributed 18% of gross production free of taxes and costs, plus the recovery from the respondents of all accrued, unpaid production revenues. The request in our arbitration claim for a voiding of the original Stock Purchase Agreement is based upon our assertions in the claim that Hydro Tur, Ltd., the original purchaser of the Hycarbex stock under the 2003 Stock Purchase Agreement, fraudulently misrepresented to American Energy that “no current or past shareholders, officers and/or directors of [American Energy] or Hycarbex have any interest, direct or indirect, in the ownership of [Hydro Tur, Ltd.].” The 3-arbitrator panel has been appointed and has scheduled the final hearing in this arbitration for the month of February 2014.

8

THE AMERICAN ENERGY GROUP, LTD.

Notes to the Unaudited Financial Statements

March 31, 2014

Note 11 – Other Contingencies – Litigation (continued)

In February 2013, we filed an Application For Interim Relief with the ICC which was heard by the tribunal on June 13, 2013. By Order dated September 25, 2013, the ICC granted all requests made by the Company against Hycarbex American Energy, Inc. (“Hycarbex”), Hycarbex Asia Pte, Ltd. (“Hycarbex Asia”) and Hydro Tur, Ltd. (“Hydro Tur”) in its Application For Interim Relief filed with the ICC in February 2013 and presented to the ICC in a hearing conducted June 13, 2013. By Order dated September 25, 2013, the ICC granted to the Company all requested relief and therein ordered Hycarbex, Hycarbex Asia and Hydro Tur to do the following within fourteen (14) days of the Order: (1) to produce to the Company the records of production and sales from the Yasin petroleum concession in Pakistan for the period August 2011 through the date of the Order and to continue to do so pending further order, (2) to pay to the Company 18% of all sales proceeds of hydrocarbons received by such parties between August 2011 through December 2012, (3) to pay to the Company 18% of all sale proceeds of hydrocarbons received by such parties between December 2012 and the date of the Order, and (4) to direct the purchaser of the hydrocarbons to pay direct to the Company 18% of all future sale proceeds during the pendency of the arbitration proceedings. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period August 2011 through December 2012 within the fourteen (14) days following the Order, that such parties are ordered to pay to the Company $1,436,137.81 as an approximate interim amount pending the determination of actual sale proceeds from the actual records. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period December 2012 through the date of the Order and continue to do so, that the arbitration tribunal will consider an application from the Company for a further Order as to an approximate interim monetary amount pending the determination of actual sale proceeds for such period. The Order of the ICC is not appealable to a court or other tribunal. Under Pakistan’s Arbitration Act of 1940, international arbitration orders are enforceable in the Pakistan courts.

Subsequent to the ICC Order, Hycarbex produced certain sales records and other records of Hycarbex but Hycarbex and Hycarbex Asia failed to pay the ordered monetary sum. Hycarbex and Hycarbex Asia also requested a modification of the Order granting interim relief. The Order was not suspended by the ICC while this request was under consideration. By communication from the ICC dated February 4, 2014, the modification requested by Hycarbex and Hycarbex Asia was denied by the arbitration tribunal. The Liquidators for Hycarbex Asia appointed in 2013 in the pending insolvency proceedings for Hycarbex Asia in Singapore replaced their legal counsel and then requested a stay of the arbitration proceedings on February 12, 2014 from the English High Court of Justice, Chancery Division. However, this request for stay of the arbitration proceedings was promptly denied by the English Court and Hycarbex Asia was directed by the Court to pay to the Company £40,000, which has been paid.

On February 17, 2014, the arbitration proceedings commenced before the 3-arbitrator tribunal with the first order of business being consideration of another request to the arbitration tribunal by the Liquidators of Hycarbex Asia for suspension of the proceeding or, in the alternative, a postponement to permit newly appointed legal counsel to prepare a proper defense to the Company’s claims in arbitration. A complete suspension was rejected by the Tribunal. The Liquidators voluntarily offered to pay interim costs of $50,000 toward the actual costs determined by the Tribunal as caused by the request. The Company opposed the postponement and indicated that any consideration of same must be conditioned upon protection of the disputed assets and adequate measures to assure payment to the Company of the monies due to the Company under the September 25, 2013 Order granting interim relief. The tribunal vacated the final hearing on the merits until June 16, 2014, based upon Hycarbex Asia’s assertion that the change of counsel was necessitated by a conflict arising out of a divergence of the respective interests of Hycarbex Asia and the other Defendants. The Company was awarded the $50,000 in inconvenience costs offered by Hycarbex Asia, which has been paid, and given the opportunity to request an increase in that sum based upon actual costs incurred. The Tribunal further issued an Order dated February 25, 2014, requiring Hycarbex to produce to the Company all records of production from August 2011 forward, including any production which occurs after the date of the Order. The Order further required Hycarbex to produce any future notices of regulatory action or default received from the Government of Pakistan. The Order further ordered that the parties prepare a joint letter to Sui Southern Gas Company Limited (the purchaser of the gas from the Haseeb #1 Well) withdrawing Hycarbex’s October 8, 2013 instruction letter to Sui Southern Gas Company and further ordered that the joint letter direct Sui Southern Gas Company Limited to pay 18% of the gross production proceeds directly to the Company going forward. The Order further directed that the joint letter be submitted to Sui Southern Gas Company Limited within 7 days after agreement is reached on the form of the letter. The Company and Hycarbex Asia reached agreement as to the form of the letter during the second week of May, 2014, and the Company is awaiting from Hycarbex Asia the signed letter in compliance with the Tribunal’s directive regarding the timing of the submission to Sui Southern Gas Company Limited. The Tribunal’s February 25, 2014 Order further directed that the Director General of Petroleum Concessions in Pakistan be notified of Hycarbex Asia’s pending liquidation proceedings. The Order further authorized the Company’s use of any documents and transcripts from the arbitration proceedings in any ancillary proceeding initiated by the Company in Pakistan.

Note 12 – Going Concern

The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets or classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At March 31, 2014, the Company’s current liabilities exceeded its current assets and it has recorded negative cash flows from operations. In addition, the collection of the Company’s oil and gas sales receivables have been delayed and are subject to the final outcome of the litigation previously mentioned in Note 11 to these financial statements. The preceding circumstances combine to raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to continue to be successful in future capital raises, if necessary, to continue operations until current oil and gas receivables are collected. In addition, revenues from the Pakistan petroleum concession continue to accrue on a monthly basis.

9

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 events or circumstances.

Overview

In November 2003, we sold our Hycarbex-American Energy, Inc. (“Hycarbex”) subsidiary, which was the owner and operator of the Yasin 2768-7 Petroleum Concession Block in the Republic of Pakistan, to a foreign corporation. We retained in the sale an 18% overriding royalty interest in the Yasin Block. 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”), in the fourth quarter of the fiscal year ended June 30, 2005. A state-of-the-art, third party owned, surface facility for the well was constructed for Hycarbex after well completion. During September 2010, Hycarbex connected the well to the Sui Southern Gas Company pine line, and commenced gas sales under an Extended Well Test but the production quickly ceased due to mechanical difficulties encountered in the commissioning of the surface facility owned by the third party. The production re-commenced into the pipe line in July 2011, at the initial rate of 3.5 million cubic feet of gas per day (MMCFD). Hycarbex has advised that this rate is expected to be gradually increased to 15 MMCFD during the Extended Well Test. Such production can likewise experience temporary interruptions to permit testing, calibration and other activities common with an extended well test.

In the fall of 2011, we received the initial two production revenue payments for Yasin production, but in November 2011, Hycarbex, the operator of the Yasin concession, suspended the monthly revenue payments due to Hycarbex’s financial difficulties and advised that it would continue to accrue the revenues to the Company until it resolved its financial difficulties. Although the daily production rate has increased to over 10 million cubic feet per day under the Extended Well Test, the accrued production revenues due to the Company from August 2011 through the date of this report have not been distributed to the Company. In December 2011, we initiated legal proceedings against Hycarbex and others in the High Court of Islamabad, Pakistan to enforce the revenue payment obligations. We have since sold shares of Common Stock to certain private investors to provide working capital to the Company and anticipate making future sales as needed for working capital requirements should the pending litigation not result in the near term resumption of production revenue payments to the Company.

10

Results of Operations

Our operations for the three months ended March 31, 2014 reflected an operating loss of $(3,277,627), as compared to operating income of $44,753 for the three months ended March 31, 2013 and net loss of $(3,538,491) versus net income of $42,614 for the same periods. The net loss for the three months ended March 31, 2014 of $(3,538,491) as compared to the net income of $42,614 for the quarter ended March 31, 2013, and the corresponding loss for the nine months ended March 31, 2014 of $(3,418,609) as compared to the net income for the nine months ended March 31, 2013 of $171,943, is predominantly a result of recording a bad debt allowance of $2,980,456 against our oil and gas receivables, an expense of $257,075 related to the warrant issuance during the quarter ended March 31, 2014 and the net effect of the aggregate litigation expenses in Pakistan and the arbitration tribunal of the International Chamber of Commerce related to the recovery of its oil and gas revenue receivable from Hycarbex, and not the result of fluctuations in production. In the fall of 2011, Hycarbex, the operator of the Yasin concession, commenced revenue payments to the Company but then abruptly suspended the monthly revenue payments due to Hycarbex’s financial difficulties after only two revenue payments totaling $30,425 covering Hycarbex’s April 2011 and July 2011 production. Hycarbex advised us in its notice of suspension that it would continue to accrue the revenues to the Company until it resolved its financial difficulties. As a result, the accrued production revenues due to the Company from August 2011 through the date of this report have not been distributed to the Company.

The production rate volumes reported by Hycarbex to the Pakistan Oil Ministry indicate that the average daily production for the quarter exceeded 10.9 million cubic feet per day based upon a monthly total of 341.86 million cubic feet for January, 2014, 314.74 million cubic feet for February, 2014 and 327.52 million cubic feet for March, 2014. We have had to base our production and revenue accrual estimates and assumptions based upon these reported estimated figures due to Hycarbex’s failure to directly provide us with updated, accurate production and sale information which is a direct breach of Hycarbex’s contractual obligations. Given the early information received from Hycarbex as to the BTU content of the gas sold, management believes that the appropriate estimated gas price applicable to these reported sale volumes is $1.80 per million cubic feet of gas sold. Using this price and using the actual production reported by Hycarbex to the Pakistan Oil Ministry for the period, would result in an estimated accrual to the Company for the quarter of $318,855. Actual monthly accruals for the period could be higher or lower depending upon the actual BTU content.

In December, 2011, we initiated legal proceedings against Hycarbex and others in the High Court of Islamabad, Pakistan to enforce the revenue payment obligations. Management is optimistic that such proceedings will be successful in causing the resumption of payments to the Company. In order to provide necessary working capital for the Company while these revenue payments are being wrongfully withheld, we sold to private investors during the current quarter 1,166,667 shares of our common stock for $175,000 and borrowed an additional $350,000 from a shareholder to fund the advance required by the International Chamber of Commerce tribunal in connection with the arbitration hearing. The funds received from the stock issuance will be utilized for general and administrative expenses incurred by the Company, including the non-recurring legal costs associated with the pending litigation in Pakistan. We will make additional sales of securities in the future to fund the Company’s working capital needs as they arise in the event that the pending litigation in Pakistan does not result in a near term resumption of monthly revenue payments from Hycarbex. Despite management’s expectations, there can be no assurance of litigation success in the short term or upon final resolution on the merits, and there can be no assurance of management’s ability to consummate securities sales to meet working capital requirements. (See Note 12 – Going Concern footnote to Financial Statements above).

Liquidity and Capital Resources

Prior to the connection of the Haseeb No. 1 to the gas marketing pipe line, we funded our operations through private loans, all of which have been repaid, and through the private sale of securities. The re-connection to the marketing pipe line and resulting gas sales under the Extended Well Test were expected to provide future cash flow sufficient to meet the Company’s ongoing expenses because the level of production was sufficiently high to cause production revenues to exceed the Company’s monthly operating capital requirements. The suspension of revenue payments by Hycarbex due to its financial difficulties after just two (2) monthly revenue payments caused management to develop a different short term approach to funding its operations. In order to provide necessary working capital for the Company while these revenue payments are being wrongfully withheld, we sold Common Stock to private investors, including 1,166,667 shares during the quarter ended March 31, 2014 for $175,000. The funds have been and will continue to be utilized for general and administrative expenses incurred by the Company, including the non-recurring legal costs associated with the pending litigation in Pakistan which was initiated in December, 2011 against Hycarbex and others in the High Court of Islamabad, Pakistan to enforce the revenue payment obligations. Management is optimistic that such proceedings will be successful in causing the resumption of payments to the Company. However, we will make additional sales of securities in the future to fund the Company’s working capital needs as they arise in the event that the pending litigation in Pakistan does not result in a near term resumption of monthly revenue payments from Hycarbex. Despite management’s expectations, there can be no assurance of litigation success in the short term or upon final resolution on the merits, and there can be no assurance of management’s ability to consummate securities sales to meet working capital requirements. (See Note 12 – Going Concern footnote to Financial Statements above).

11

Business Strategy and Prospects

In July 2011, the Haseeb #1 Well began producing into the Sui Southern Gas Company line under the Extended Well Test Gas Sales and Purchase Agreement covering the sale of gas from the Haseeb Gas Field on Yasin Block (2768-7) signed by the parties in December 2009. While the Company received only the initial two production payments from Hycarbex before the wrongful suspension and accrual of payments, we are optimistic the pending litigation in Pakistan will be successful in causing a resumption of monthly payments. We are further optimistic that the Company will continue to be successful in making sales of securities to private investors to fund the Company’s working capital requirements. We further expect that the monthly production currently being accrued by Hycarbex to the Company’s interest will increase as the sale volume under the Extended Well Test is gradually increased to the target daily production level of 15 million cubic feet per day. Our business strategy is to use these sales of securities to meet our administrative expenditure requirements until the monthly payments derived from production are resumed. Further, since the accrual rate exceeds the Company’s actual and historical monthly cash requirements for operations, management expects to seek similar non-cost bearing production purchase opportunities in Pakistan and other petroleum producing regions.

The Yasin Block, to date, has no reported 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”. However, based upon test results upon the Haseeb No. 1 and other data collected by Hycarbex from its drilling and seismic activities, we strongly believe that the Yasin Block acreage contains oil and gas producing physical structures which are worthy of further exploration. If successfully developed, our reserved 18% production 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.

On October 29, 2009, the Company executed an agreement to acquire from Hycarbex a two and one half percent (2-1/2%) working interest in each of the 2,258 square kilometer Sanjawi Block No. 3068-2, Zone II, Baluchistan Province, Pakistan, and 1,229 square kilometer Zamzama North Block No. 2667-8, Zone III, Sindh Province, Pakistan, concessions, each of which is operated by Heritage Oil and Gas Limited. Heritage is an affiliate of Heritage Oil, PLC, an independent oil and gas company which focuses its oil and gas operations in Africa, the Middle East, and Russia. Heritage’s shares trade on the London Stock Exchange under the symbol HOIL with a secondary listing on the Toronto Stock Exchange under the symbol HOC. Heritage owns a 54% interest in the Zamzama North Block and a 48% interest in the Sanjawi Block. Other working interest participants in the two Blocks are Sprint Energy (Private) Limited, an affiliate of Pakistan-based JS Group, and Tracker Energy (Private) Limited, an affiliate of Pakistan-based TPL Holdings, Ltd. Under the terms of the agreement with Hycarbex, the American Energy Group, Ltd’s 2-1/2% working interests are “carried” by Hycarbex for the initial two (2) wells on the Sanjawi Block and the initial three (3) wells on the Zamzama North Block. The term “carried” means that the costs associated with work programs, seismic, road preparation, drillsite preparation, rig and equipment mobilization, drilling, reworking, testing, logging completion and governmental fees (except taxes and production) shall be borne by Hycarbex. Infrastructure costs such as pipelines and surface facilities constructed after the first discovery well on each Block are not carried. After the initial carried wells have been drilled, American Energy Group, Ltd. shall bear its proportionate share of drilling and exploration costs. The agreement provides an option to American Energy Group, Ltd. to convert its working interest in any well at any time to a 1.5% gross royalty interest free of any exploration costs or operating costs.

According to information set forth on Heritage’s website [www.heritageoilplc.com], the Sanjawi Block is considered a very viable prospect due to the recent oil discovery to the West, a number of gas fields to the Southeast and the presence of oil seeps. The Sanjawi Block is dominated by a series of broad East-West trending surface features including the Dabbar and Warkan Shah anticlines. These are large structures, with the Dabbar anticline being some 300 square kilometers in area. The Zamzama North Block is immediately to the North of the Zamzama Gas Field, a major Upper Cretaceous gas accumulation. Heritage has acquired approximately 750 kilometers of fair to good quality, 2D seismic and has mapped a number of structural leads. According to Heritage, further seismic is being acquired and a new well on the Zamzama North Block is planned in the near future. If such development activities occur and are successful, then our Zamzama North interest would also be a source of revenue in the future.

Off Balance Sheet Arrangements

We had no off balance sheet arrangements during the three months ended March 31, 2014.

12

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not a party to nor does it engage in any activities associated with derivative financial instruments, other financial instruments and/or derivative commodity instruments.

ITEMS 4 AND 4T - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2014, these disclosure controls and procedures were effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no material changes in internal control over financial reporting that occurred during the third fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

13

PART II-OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

In December 2011, we initiated civil legal proceedings against Hycarbex and others in the High Court of Islamabad, Pakistan. Our pleadings with respect to the 2.5% carried working interest positions in the Sanjawi and Zamzama North concessions sought a registration of those interests with the Government of Pakistan and simultaneously sought the imposition of an injunction preventing the transfer of the working interest in those concessions until the registration can be effected, thereby protecting our interests. In our pleadings with respect to the Yasin concession and the right to receive 18% of the gross production revenues, our pleadings sought a referral to arbitration based upon ownership of, in effect, a 25% carried working interest to which is attributed 18% of gross production revenues and the right to receive pertinent records and data, the appointment of a receiver to both protect and cause disbursement of the 18% of gross revenues since the inception of production in April 2011, and the imposition of an injunction against the transfer of the working interest in the Yasin concession.The Courtimmediatelyissued two injunction orders preserving the status quo as to the Company’s interests in each of the Yasin, Sanjawi and Zamzama North petroleum concessions.

On March 27, 2012, the Islamabad High Court issued its final order (later clarified as to certain arbitration procedures by a clarification Order dated April 4, 2012). The Court directed the parties to proceed to arbitration in London, UK under the ICC Rules of Arbitration and further reaffirmed the continuation of the pending temporary injunctions against Hycarbex’s potential transfer of interests in the concessions prior to final resolution in the arbitration forum. Our application for the appointment of a receiver was neither granted nor denied, but was instead deferred by the Court to the arbitration forum. Hycarbex appealed the March 27, 2012 Order asserting that litigation should not have been initiated by American Energy without first going to arbitration, asserting that our claims to 18% of gross production revenues were premature (despite already having made some payments toward that production interest) because a “commercial discovery” had not yet been declared, and asserting that the injunctions had the effect of enjoining all of the working interest, not just a portion. American Energy countered with an appeal that the Court should reconsider the application for a receiver due to an existing arbitration rule which would prevent the arbitration forum from granting interim relief of that type, irrespective of the merits of such an application. These appeals are expected to be docketed and resolved during the current fiscal year or to become moot by virtue of the ICC Order granting interim relief announced September 25, 2013, discussed below, and by virtue of the actual commencement of the scheduled final arbitration hearing in February, 2014.

On April 10, 2012, pursuant to the terms of the March 27, 2012, Islamabad High Court Order, we filed our claim with the International Chamber of Commerce (“ICC”) International Court of Arbitration. In this claim, we are seeking an order which voids, ab initio, the original 2003 Stock Purchase Agreement under which Hycarbex’s parent company acquired the stock of Hycarbex (and thus the underlying Yasin concession owned by Hycarbex) and in conjunction therewith, seeks the recovery of any financial dividends or advances which may have been made by Hycarbex to its shareholders. Alternatively, our claim requests the declaration of a 25% carried working interest (and the in-country registration of same) to which is attributed 18% of gross production free of taxes and costs, plus the recovery from the respondents of all accrued, unpaid production revenues. The request in our arbitration claim for a voiding of the original Stock Purchase Agreement is based upon our assertions in the claim that Hydro Tur, Ltd., the original purchaser of the Hycarbex stock under the 2003 Stock Purchase Agreement, fraudulently misrepresented to American Energy that “no current or past shareholders, officers and/or directors of [American Energy] or Hycarbex have any interest, direct or indirect, in the ownership of [Hydro Tur, Ltd.].” The 3-arbitrator panel has been appointed and has scheduled the final hearing in this arbitration for the month of February 2014.

In February, 2013, we filed an Application For Interim Relief with the ICC which was heard by the tribunal on June 13, 2013. By Order dated September 25, 2013, the ICC granted all requests made by the Company against Hycarbex American Energy, Inc. (“Hycarbex”), Hycarbex Asia Pte, Ltd. (“Hycarbex Asia”) and Hydro Tur, Ltd. (“Hydro Tur”) in its Application For Interim Relief filed with the ICC in February, 2013 and presented to the ICC in a hearing conducted June 13, 2013. By Order dated September 25, 2013, the ICC granted to the Company all requested relief and therein ordered Hycarbex, Hycarbex Asia and Hydro Tur to do the following within fourteen (14) days of the Order: (1) to produce to the Company the records of production and sales from the Yasin petroleum concession in Pakistan for the period August 2011 through the date of the Order and to continue to do so pending further order, (2) to pay to the Company 18% of all sales proceeds of hydrocarbons received by such parties between August 2011 through December 2012, (3) to pay to the Company 18% of all sales proceeds of hydrocarbons received by such parties between December 2012 and the date of the Order, and (4) to direct the purchaser of the hydrocarbons to pay direct to the Company 18% of all future sale proceeds during the pendency of the arbitration proceedings. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period August 2011 through December 2012 within the fourteen (14) days following the Order, that such parties are ordered to pay to the Company $1,436,138 as an approximate interim amount pending the determination of actual sale proceeds from the actual records. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period December 2012 through the date of the Order and continue to do so, that the arbitration tribunal will consider an application from the Company for a further Order as to an approximate interim monetary amount pending the determination of actual sales proceeds for such period. The Order granting interim relief is not appealable to a court or other tribunal and under Pakistan’s Arbitration Act of 1940, international arbitration orders are enforceable in the Pakistan courts.

14

Subsequent to the ICC Order, Hycarbex produced certain sales records and other records of Hycarbex but Hycarbex and Hycarbex Asia failed to pay the ordered monetary sum. Hycarbex and Hycarbex Asia also requested a modification of the Order granting interim relief. The Order was not suspended by the ICC while this request was under consideration. By communication from the ICC dated February 4, 2014, the modification requested by Hycarbex and Hycarbex Asia was denied by the arbitration tribunal. The Liquidators for Hycarbex Asia appointed in 2013 in the pending insolvency proceedings for Hycarbex Asia in Singapore replaced their legal counsel and then requested a stay of the arbitration proceedings on February 12, 2014 from the English High Court of Justice, Chancery Division. However, this request for stay of the arbitration proceedings was promptly denied by the English Court and Hycarbex Asia was directed by the Court to pay to the Company costs of £40,000, which have been paid.

On February 17, 2014, the arbitration proceedings commenced before the 3-arbitrator tribunal with the first order of business being consideration of another request to the arbitration tribunal by the Liquidators of Hycarbex Asia for suspension of the proceeding or, in the alternative, a postponement to permit newly appointed legal counsel to prepare a proper defense to the Company’s claims in arbitration. A complete suspension was rejected by the Tribunal. The Liquidators voluntarily offered to pay interim costs of $50,000 toward the actual costs determined by the Tribunal as caused by the request. The Company opposed the postponement and indicated that any consideration of same must be conditioned upon protection of the disputed assets and adequate measures to assure payment to the Company of the monies due to the Company under the September 25, 2013 Order granting interim relief. The tribunal vacated the final hearing on the merits until June 16, 2014, based upon Hycarbex Asia’s assertion that the change of counsel was necessitated by a conflict arising out of a divergence of the respective interests of Hycarbex Asia and the other Defendants. The Company was awarded the $50,000 in inconvenience costs offered by Hycarbex Asia, which have been paid, and given the opportunity to request an increase in that sum based upon actual costs incurred. The Tribunal further issued an interim Order dated February 25, 2014, requiring Hycarbex to produce to the Company all records of production from August 2011 forward, including any production which occurs after the date of the Order. The Order further required Hycarbex to produce any future notices of regulatory action or default received from the Government of Pakistan. The Order further ordered that the parties prepare a joint letter to Sui Southern Gas Company Limited (the purchaser of the gas from the Haseeb #1 Well) withdrawing Hycarbex’s October 8, 2013 instruction letter to Sui Southern Gas Company and further ordered that the joint letter direct Sui Southern Gas Company Limited to pay 18% of the gross production proceeds directly to the Company going forward. The Order further directed that the joint letter be submitted to Sui Southern Gas Company Limited within 7 days after agreement is reached on the form of the letter. The Company and Hycarbex Asia reached agreement as to the form of the letter during the second week of May, 2014, and the Company is awaiting from Hycarbex Asia the signed letter in compliance with the Tribunal’s directive regarding the timing of the submission to Sui Southern Gas Company Limited. The Tribunal’s February 25, 2014 Order further directed that the Director General of Petroleum Concessions in Pakistan be notified of Hycarbex Asia’s pending liquidation proceedings. The Order further authorized the Company’s use of any documents and transcripts from the arbitration proceedings in any ancillary proceeding initiated by the Company in Pakistan.

ITEM 1A - RISK FACTORS

Not applicable.

15

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended March 31, 2014, we sold to private investors 1,166,667 shares for $175,000. The funds raised were applied to salaries, office rent, legal and accounting expenses and other general and administrative expenses incurred, including the costs associated with our pending litigation with Hycarbex. We also issued 2,333,334 warrants to purchase common stock at $0.15 for a 2-year period in connection with a $350,000 loan from a private investor. The loan matures in 18 months. The proceeds of the loan were used for a required cost advance in the pending ICC arbitration proceeding.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

None.

ITEM 5 - OTHER INFORMATION

None.

16

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).

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

__________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

17

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.
DATED: May 20, 2014	By:	/s/ R. Pierce Onthank
		R. Pierce Onthank, President, Chief Executive
		Officer, Principal Financial Officer and Director

 18

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. PIERCE ONTHANK, President, chief executive officer and chief financial and accounting officer of The American Energy Group, Ltd., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of The American Energy Group, Ltd..

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am the registrant’s sole certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I am the registrant’s sole certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATED: May 20, 2014	By:	/s/ R. PIERCE ONTHANK
		R. PIERCE ONTHANK
		President, CEO and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

THE AMERICAN ENERGY GROUP, LTD.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION

906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of The American Energy Group, Ltd. (the “Company”) for the period ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Pierce Onthank, President and chief executive and chief financial and accounting officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

2. The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED: May 20, 2014	By:	/s/ R. PIERCE ONTHANK
		R. PIERCE ONTHANK
		President, CEO and Principal Financial Officer

XML

Warrants (Details)	9 Months Ended
	Mar. 31, 2014
Warrants Details
Dividend yield	0.00%
Expected volatility	1.57%
Risk free interest	1.00%
Expected life	2 years

XML

Common Stock

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 4 - Common Stock

During July, 2013, the Company issued 500,000 shares of common stock for cash at $0.15 per share.

During September, 2013, the Company issued 600,000 shares of common stock for cash at $0.15 per share.

During October, 2013, the Company issued 700,000 shares of common stock for cash at $0.15 per share.

During November, 2013, the Company issued 900,000 shares of common stock for cash at $0.20 per share.

During February, 2014, the Company issued 1,166,667 shares of common stock for cash at $0.15 per share.

During February, 2014, the Company issued 20,000 shares of common stock for services at $0.15 per share.

XML

Revenue Recognition

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 3 - Revenue Recognition

Revenue from oil and gas royalties consists solely of override royalty interests and is recognized after production has occurred on the oil and gas concession in which the Company has an interest. Royalty income is reported on a net revenue basis.

XML

Balance Sheets (USD $)	Mar. 31, 2014	Jun. 30, 2013
Current Assets
Cash	$ 25,416	$ 44,101
Prepaid expenses	3,136	33,826
Total Current Assets	28,552	77,927
Property and Equipment
Office equipment	30,417	30,417
Leasehold improvements	26,458	26,458
Accumulated depreciation	(45,877)	(42,465)
Net Property and Equipment	10,998	14,410
Other Assets
Investment in oil and gas working interest - related party	1,583,914	1,583,914
Oil & gas sales receivable		2,037,143
Security deposit	16,312	16,312
Total Other Assets	1,600,226	3,637,369
Total Assets	1,639,776	3,729,706
Current Liabilities
Accounts payable	59,937	59,683
Security deposits	6,895	13,200
Note payable		27,378
Accrued liabilities	381,969	254,936
Total Current Liabilities	448,801	355,197
Non-Current Liabilities
Note payable - related party	350,000
Total Non-Current Liabilities	350,000
Total Liabilities	798,801	355,197
Stockholders' Equity
Common stock, par value $0.001 per share; authorized 80,000,000 shares; 49,129,616 and 45,242,949 shares issued and outstanding, respectively	49,129	45,243
Capital in excess of par value	14,442,010	13,560,821
Accumulated deficit	(13,650,164)	(10,231,555)
Total Stockholders' Equity	840,975	3,374,509
Total Liabilities and Stockholders' Equity	$ 1,639,776	$ 3,729,706

XML

General

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

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, 2013 Annual Report on Form 10-K. Operating results for the three months and nine months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014.

XML

Investment in Oil and Gas Working Interest - Related Party (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2014	Jun. 30, 2013
Investment In Oil And Gas Working Interest - Related Party Details Narrative
Oil and gas royalties	$ 3,010,846	$ 2,067,533
Payment received on oil and gas royalties	30,390
Oil and gas receivables	2,980,456	2,037,143
Recorded allowance against receivable	$ 2,980,456

XML

Note Payable (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2014
Note Payable Details Narrative
Amount borrowed from current shareholder	$ 350,000
Interest rate	5.00%
Maturity period	18 months
Interest expense	$ 2,061

XML

Basic Loss Per Share of Common Stock

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 2 - Basic Loss Per Share of Common Stock

	Three Months Ended					Nine Months Ended
	March 31,			March 31,		March 31,			March 31,
	2014			2013		2014			2013
Income (loss) (numerator)	$	(3,538,491	)	$	42,614	$	(3,418,609	)	$	171,943
Basic Shares (denominator)		47,487,668			42,927,429		46,542,584			40,755,119
Fully Diluted Shares (denominator)		53,383,320			45,287,429		51,785,796			43,115,119
Basic Income (Loss) Per Share	$	(0.07	)	$	0.00	$	(0.07	)	$	0.00
Fully Diluted Income (Loss) Per Share	$	NA		$	0.00	$	NA		$	0.00

The basic income/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 4,860,000 and 7,193,333 shares of common stock for the periods ended March 31, 2013 and 2014, respectively, are included in the fully diluted income per share calculation.

XML

Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Jun. 30, 2013
Stockholders' Equity
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Shares Authorized	80,000,000	80,000,000
Common Stock Shares Issued	49,129,616	45,242,949
Common Stock Shares Outstanding	49,129,616	45,242,949

XML

Going Concern

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 12 - Going Concern

The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets or classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At March 31, 2014, the Company’s current liabilities exceeded its current assets and it has recorded negative cash flows from operations. In addition, the collection of the Company’s oil and gas sales receivables have been delayed and are subject to the final outcome of the litigation previously mentioned in Note 11 to these financial statements. The preceding circumstances combine to raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to continue to be successful in future capital raises, if necessary, to continue operations until current oil and gas receivables are collected. In addition, revenues from the Pakistan petroleum concession continue to accrue on a monthly basis.

XML

Document and Entity Information	9 Months Ended
	Mar. 31, 2014	May 20, 2014
Document And Entity Information
Entity Registrant Name	AMERICAN ENERGY GROUP LTD
Entity Central Index Key	0000843212
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		49,616,878
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

XML

Basic Loss Per Share of Common Stock (Tables)

9 Months Ended

Mar. 31, 2014

Basic Loss Per Share Of Common Stock Tables

Basic Loss Per Share of Common Stock

	Three Months Ended					Nine Months Ended
	March 31,			March 31,		March 31,			March 31,
	2014			2013		2014			2013
Income (loss) (numerator)	$	(3,538,491	)	$	42,614	$	(3,418,609	)	$	171,943
Basic Shares (denominator)		47,487,668			42,927,429		46,542,584			40,755,119
Fully Diluted Shares (denominator)		53,383,320			45,287,429		51,785,796			43,115,119
Basic Income (Loss) Per Share	$	(0.07	)	$	0.00	$	(0.07	)	$	0.00
Fully Diluted Income (Loss) Per Share	$	NA		$	0.00	$	NA		$	0.00

XML

Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
Statements Of Operations
Revenue - Oil and Gas Royalties	$ 318,855	$ 298,290	$ 943,313	$ 914,871
Expenses
Administrative salaries	127,629	112,640	338,061	319,342
Legal and professional	410,474	86,518	535,982	225,468
General and administrative	64,961	37,503	185,414	120,399
Office overhead expenses	11,825	15,692	52,880	48,079
Depreciation	1,137	1,184	3,412	3,550
Bad debt expense	2,980,456		2,980,456
Total Expenses	3,596,482	253,537	4,096,205	716,838
Net Operating Income (Loss)	(3,277,627)	44,753	(3,152,892)	198,033
Other Income and (Expense)
Warrant settlements	(257,075)		(257,075)	(19,647)
Interest expense	(3,789)	(2,139)	(8,642)	(6,443)
Total Other Income (Expense)	(260,864)	(2,139)	(265,717)	(26,090)
Net Income (Loss) Before Tax	(3,538,491)	42,614	(3,418,609)	171,943
Income Tax	0	0	0	0
Net Income (Loss)	$ (3,538,491)	$ 42,614	$ (3,418,609)	$ 171,943
Earnings per Share
Basic	$ (0.07)	$ 0.00	$ (0.07)	$ 0.00
Fully Diluted	$ 0	$ 0.00	$ 0	$ 0.00
Weighted Average Number of Shares Outstanding
Basic	47,487,668	42,927,429	46,542,584	40,755,119
Fully Diluted	53,383,320	45,287,429	51,785,796	43,115,119

XML

Receivable Allowance

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 7 - Receivable Allowance

During the quarter ended March 31, 2014, the Company recorded an allowance of $2,980,456 against its oil and gas receivable and recorded an expense of the same amount.

Management continues to be confident as to the collection of its oil and gas receivable. However, despite having won an order for collection from the International Court of Arbitration, there have been collection delays due to the appeals process. Accordingly, Management has determined to set up an allowance against the receivable. The Company will record the recovery of the receivable as income in the period received. Further, beginning in the fourth quarter, the Company will begin recording revenue on a cash received basis until such time as regular payments are coming from the purchaser of the oil and gas.

XML

Investment in Oil and Gas Working Interest - Related Party

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 6 - Investment in Oil and Gas Working Interest - Related Party

The Company owns an interest in two oil and gas leases located in Southeast Texas. The Company is exploring various opportunities to realize value from these interests, including potential farmout or sale. The Company intends to adopt the full cost method of accounting for oil and gas properties in the event that the Company develops their interests in these leases. As of March 31, 2014, the Company does not have any proved reserves as defined under FASB ASC 932-235-50 (formerly SFAS No. 69) and has not incurred any costs associated with the development of these oil and gas properties and had not received any oil and gas revenue from these leases.

The Company also holds an 18% gross royalty interest in the Yasin Concession in Pakistan. As of March 31, 2014 and June 30, 2013, the Company has earned $3,010,846 and $2,067,533, respectively, of oil and gas royalties on which they had received payments of $30,390, resulting in oil and gas receivables of $2,980,456 and 2,037,143 as of March 31, 2014 and June 30, 2013, respectively. At March 31, 2014, the Company recorded an allowance against the receivable of $2,980,456 (see Note 7).The concession was acquired in 2003 through the sale of a wholly owned subsidiary of the Company. Revenues to be derived from this interest are overriding in nature and there are no future financial obligations or commitments required of the Company to secure this royalty interest.

XML

Receivable Allowance (Details Narrative) (USD $)	Mar. 31, 2014
Receivable Allowance Details Narrative
Recorded allowance against receivable	$ 2,980,456

XML

Warrants (Tables)

9 Months Ended

Mar. 31, 2014

Warrants Tables

Summary of expense warrants using assumptions

The expense of these warrants was calculated using the Black-Scholes option pricing model using the following assumptions:

Dividend yield		0
Expected volatility		1.57	%
Risk free interest		1.00	%
Expected life	2 years

XML

Subsequent Events

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 10 - Subsequent Events

In accordance with ASC 855-10, management of the Company has reviewed all material events from March 31, 2014 through the date the financial statements were issued. Subsequent to March 31, 2014, the Company issued 467,262 shares of its common stock to directors of the Company in satisfaction of $87,500 accrued director fees. In addition, the Company issued 20,000 shares of its common stock valued at $0.15 / share to an employee for services rendered.

XML

Note Payable

9 Months Ended

Mar. 31, 2014

Note Payable

Note 8 - Note Payable

During the quarter ended March 31, 2014, the Company borrowed $350,000 from a current shareholder with interest at 5%, payable in full at its 18 month maturity. The Company incurred $2,061 of interest expense on this note during the quarter ended March 31, 2014.

XML

Warrants

9 Months Ended

Mar. 31, 2014

Warrants

Note 9 - Warrants

During the quarter ended March 31, 2014, the Company issued 2,333,334 warrants in connection with the financing addressed in Note 8.The warrants can be purchased at $0.15 per share. The Company reported $257,075 of expense during the quarter ended March 31, 2014 related to the warrant issuance. The expense of these warrants was calculated using the Black-Scholes option pricing model using the following assumptions:

Dividend yield		0
Expected volatility		1.57	%
Risk free interest		1.00	%
Expected life	2 years

XML

Other Contingencies - Litigation

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 11 - Other Contingencies - Litigation

In December, 2011, we initiated civil legal proceedings against Hycarbex and others in the High Court of Islamabad, Pakistan. Our pleadings with respect to the 2.5% carried working interest positions in the Sanjawi and Zamzama North concessions sought a registration of those interests with the Government of Pakistan and simultaneously sought the imposition of an injunction preventing the transfer of the working interest in those concessions until the registration can be effected, thereby protecting our interests. Our pleadings with respect to the Yasin concession and the right to receive 18% of the gross production revenues, sought a referral to arbitration based upon ownership of, in effect, a 25% carried working interest to which is attributed 18% of gross production revenues and the right to receive pertinent records and data, the appointment of a receiver to both protect and cause disbursement of the 18% of gross revenues since the inception of production in April, 2011, and the imposition of an injunction against the transfer of the working interest in the Yasin concession. The Court immediately issued two injunction orders preserving the status quo as to the Company’s interests in each of the Yasin, Sanjawi and Zamzama North petroleum concessions.

On March 27, 2012, the Islamabad High Court issued its final order (later clarified as to certain arbitration procedures by a clarification Order dated April 4, 2012). The Court directed the parties to proceed to arbitration in London, UK under the ICC Rules of Arbitration and further reaffirmed the continuation of the pending temporary injunctions against Hycarbex’s potential transfer of interests in the concessions prior to final resolution in the arbitration forum. Our application for the appointment of a receiver was neither granted nor denied, but was instead deferred by the Court to the arbitration forum. Hycarbex appealed the March 27, 2012 Order asserting that litigation should not have been initiated by American Energy without first going to arbitration, asserting that our claims to 18% of gross production revenues were premature (despite already having made some payments toward that production interest) because a “commercial discovery” had not yet been declared, and asserting that the injunctions had the effect of enjoining all of the working interest, not just a portion. American Energy countered with an appeal that the Court should reconsider the application for a receiver due to an existing arbitration rule which would prevent the arbitration forum from granting interim relief of that type, irrespective of the merits of such an application. These appeals are expected to be docketed and resolved during the current fiscal year or to become moot by virtue of the ICC Order granting interim relief announced September 25, 2013, discussed below, and by virtue of the actual commencement of the scheduled final arbitration hearing in February, 2014.

On April 10, 2012, pursuant to the terms of the March 27, 2012, Islamabad High Court Order, we filed our claim with the International Chamber of Commerce (“ICC”) International Court of Arbitration. In this claim, we are seeking an order which voids, ab initio, the original 2003 Stock Purchase Agreement under which Hycarbex’s parent company acquired the stock of Hycarbex (and thus the underlying Yasin concession owned by Hycarbex) and in conjunction therewith, seeks the recovery of any financial dividends or advances which may have been made by Hycarbex to its shareholders. Alternatively, our claim requests the declaration of a 25% carried working interest (and the in-country registration of same) to which is attributed 18% of gross production free of taxes and costs, plus the recovery from the respondents of all accrued, unpaid production revenues. The request in our arbitration claim for a voiding of the original Stock Purchase Agreement is based upon our assertions in the claim that Hydro Tur, Ltd., the original purchaser of the Hycarbex stock under the 2003 Stock Purchase Agreement, fraudulently misrepresented to American Energy that “no current or past shareholders, officers and/or directors of [American Energy] or Hycarbex have any interest, direct or indirect, in the ownership of [Hydro Tur, Ltd.].” The 3-arbitrator panel has been appointed and has scheduled the final hearing in this arbitration for the month of February 2014.

In February 2013, we filed an Application For Interim Relief with the ICC which was heard by the tribunal on June 13, 2013. By Order dated September 25, 2013, the ICC granted all requests made by the Company against Hycarbex American Energy, Inc. (“Hycarbex”), Hycarbex Asia Pte, Ltd. (“Hycarbex Asia”) and Hydro Tur, Ltd. (“Hydro Tur”) in its Application For Interim Relief filed with the ICC in February 2013 and presented to the ICC in a hearing conducted June 13, 2013. By Order dated September 25, 2013, the ICC granted to the Company all requested relief and therein ordered Hycarbex, Hycarbex Asia and Hydro Tur to do the following within fourteen (14) days of the Order: (1) to produce to the Company the records of production and sales from the Yasin petroleum concession in Pakistan for the period August 2011 through the date of the Order and to continue to do so pending further order, (2) to pay to the Company 18% of all sales proceeds of hydrocarbons received by such parties between August 2011 through December 2012, (3) to pay to the Company 18% of all sale proceeds of hydrocarbons received by such parties between December 2012 and the date of the Order, and (4) to direct the purchaser of the hydrocarbons to pay direct to the Company 18% of all future sale proceeds during the pendency of the arbitration proceedings. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period August 2011 through December 2012 within the fourteen (14) days following the Order, that such parties are ordered to pay to the Company $1,436,137.81 as an approximate interim amount pending the determination of actual sale proceeds from the actual records. The ICC further ordered that in the event that Hycarbex, Hycarbex Asia and Hydro Tur fail to produce to the Company the production and sales records for the period December 2012 through the date of the Order and continue to do so, that the arbitration tribunal will consider an application from the Company for a further Order as to an approximate interim monetary amount pending the determination of actual sale proceeds for such period. The Order of the ICC is not appealable to a court or other tribunal. Under Pakistan’s Arbitration Act of 1940, international arbitration orders are enforceable in the Pakistan courts.

Subsequent to the ICC Order, Hycarbex produced certain sales records and other records of Hycarbex but Hycarbex and Hycarbex Asia failed to pay the ordered monetary sum. Hycarbex and Hycarbex Asia also requested a modification of the Order granting interim relief. The Order was not suspended by the ICC while this request was under consideration. By communication from the ICC dated February 4, 2014, the modification requested by Hycarbex and Hycarbex Asia was denied by the arbitration tribunal. The Liquidators for Hycarbex Asia appointed in 2013 in the pending insolvency proceedings for Hycarbex Asia in Singapore replaced their legal counsel and then requested a stay of the arbitration proceedings on February 12, 2014 from the English High Court of Justice, Chancery Division. However, this request for stay of the arbitration proceedings was promptly denied by the English Court and Hycarbex Asia was directed by the Court to pay to the Company £40,000, which has been paid.

On February 17, 2014, the arbitration proceedings commenced before the 3-arbitrator tribunal with the first order of business being consideration of another request to the arbitration tribunal by the Liquidators of Hycarbex Asia for suspension of the proceeding or, in the alternative, a postponement to permit newly appointed legal counsel to prepare a proper defense to the Company’s claims in arbitration. A complete suspension was rejected by the Tribunal. The Liquidators voluntarily offered to pay interim costs of $50,000 toward the actual costs determined by the Tribunal as caused by the request. The Company opposed the postponement and indicated that any consideration of same must be conditioned upon protection of the disputed assets and adequate measures to assure payment to the Company of the monies due to the Company under the September 25, 2013 Order granting interim relief. The tribunal vacated the final hearing on the merits until June 16, 2014, based upon Hycarbex Asia’s assertion that the change of counsel was necessitated by a conflict arising out of a divergence of the respective interests of Hycarbex Asia and the other Defendants. The Company was awarded the $50,000 in inconvenience costs offered by Hycarbex Asia, which has been paid, and given the opportunity to request an increase in that sum based upon actual costs incurred. The Tribunal further issued an Order dated February 25, 2014, requiring Hycarbex to produce to the Company all records of production from August 2011 forward, including any production which occurs after the date of the Order. The Order further required Hycarbex to produce any future notices of regulatory action or default received from the Government of Pakistan. The Order further ordered that the parties prepare a joint letter to Sui Southern Gas Company Limited (the purchaser of the gas from the Haseeb #1 Well) withdrawing Hycarbex’s October 8, 2013 instruction letter to Sui Southern Gas Company and further ordered that the joint letter direct Sui Southern Gas Company Limited to pay 18% of the gross production proceeds directly to the Company going forward. The Order further directed that the joint letter be submitted to Sui Southern Gas Company Limited within 7 days after agreement is reached on the form of the letter. The Company and Hycarbex Asia reached agreement as to the form of the letter during the second week of May, 2014, and the Company is awaiting from Hycarbex Asia the signed letter in compliance with the Tribunal’s directive regarding the timing of the submission to Sui Southern Gas Company Limited. The Tribunal’s February 25, 2014 Order further directed that the Director General of Petroleum Concessions in Pakistan be notified of Hycarbex Asia’s pending liquidation proceedings. The Order further authorized the Company’s use of any documents and transcripts from the arbitration proceedings in any ancillary proceeding initiated by the Company in Pakistan.

XML

Income Taxes (Details Narrative) (USD $)	Mar. 31, 2014
Income Taxes Details Narrative
Net operating loss	$ 50,346,649

XML

Warrants (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2014
Warrants Details Narrative
Issued warrants	2,333,334
Warrants purchase price per share	$ 0.15
Expense related to the warrant issuance	$ 257,075

XML

Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows From Operating Activities
Net income (loss)	$ (3,418,609)	$ 171,943
Depreciation	3,412	3,550
Warrant Expense	257,075	19,647
Common stock issued for services	3,000	45,000
Bad debt expense	2,980,456
Changes in operating assets and liabilities:
(Increase) decrease in oil and gas sales receivable	(943,313)	(914,872)
(Increase) decrease in prepaid expenses	3,312	3,045
Increase (decrease) in accounts payable	254	(3,754)
Increase (decrease) in accrued expenses and other current liabilities	120,728	73,048
Net Cash (Used In) Operating Activities	(993,685)	(602,393)
Cash Flows From Investing Activities
Net Cash (Used In) Investing Activities
Cash Flows From Financing Activities
Proceeds from the issuance of debt	350,000
Proceeds from the issuance of common stock	625,000	582,500
Net Cash Provided By Financing Activities	975,000	582,500
Net Increase (Decrease) in Cash	(18,685)	(19,893)
Cash and Cash Equivalents, Beginning of Period	44,101	82,433
Cash and Cash Equivalents, End of Period	25,416	62,540
Cash Paid For:
Interest	6,580	4,304
Taxes
Non-Cash Financing Activities:
Common stock issued for payment of debt		20,000
Common stock issued for services	$ 3,000	$ 45,000

XML

Income Taxes

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Note 5 - Income Taxes

The Company accounts for corporate income taxes in accordance with FASB ASC 740-10 “Income Taxes”. FASB ASC 740-10 requires an asset and liability approach for financial accounting and reporting for income tax purposes.

As of March 31, 2014, the Company had net operating loss carryovers of $50,346,649 which can be used to reduce future taxable income. No deferred tax benefit has been recorded related to these carryovers as utilization cannot be reasonably assured.

XML

Basic Loss Per Share of Common Stock (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
Basic Loss Per Share Of Common Stock Details
Income (loss) (numerator)	$ (3,538,491)	$ 42,614	$ (3,418,609)	$ 171,943
Basic Shares (denominator)	47,487,668	42,927,429	46,542,584	40,755,119
Fully Diluted Shares (denominator)	53,383,320	45,287,429	51,785,796	43,115,119
Basic Income (Loss) Per Share	$ (0.07)	$ 0.00	$ (0.07)	$ 0.00
Fully Diluted Income (Loss) Per Share	$ 0	$ 0.00	$ 0	$ 0.00