American Energy Group Ltd – ‘S-8’ on 4/27/05

On:  Wednesday, 4/27/05, at 8:20pm ET   ·   As of:  4/28/05   ·   Effective:  4/28/05   ·   Accession #:  1157523-5-3940   ·   File #:  333-124388

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         The American Energy Group, Ltd. 8-K                    5     23K 
 2: EX-5        Opinion re: Legality                                   1      8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-99.1     Miscellaneous Exhibit                                  6     26K 

S-8   —   The American Energy Group, Ltd. 8-K
Document Table of Contents

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

================================================================================

FORM S-8
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

 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.)

120 Post Road West, Suite 202                                           
Westport, CT                                 06880  
(Address of principal executive offices)                 (Zip Code)             

 2005 Consultant Equity Participation Plan
(Full title of the plan)

Pierce Onthank
 120 Post Road West, Suite 202
Westport, CT 06880
 (Name and address of agent for service)

(203) 222-7315
 (Telephone number, including area code, of agent for service)

                                                        [Enlarge/Download Table]
                         CALCULATION OF REGISTRATION FEE                                                     

----------------------- --------------------- -------------------- --------------------- --------------------
                        Proposed maximum Proposed maximum                                                    
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of      
   to be registered        registered (1)          share (2)            price (2)         registration fee   
----------------------- --------------------- -------------------- --------------------- --------------------
                                                                                                             
Common Stock                 2,000,000               $0.82              $1,640,000             $207.79       
----------------------- --------------------- -------------------- --------------------- --------------------

(1) Includes an indeterminate number of additional shares that may be issued to 
adjust the number of shares issued pursuant to the stock plan described herein  
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.                                      

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount 
of registration fee, based upon the average of the high and low prices reported 
on April 26, 2005, as reported on the OTC Electronic Bulletin Board.            

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.                      

                The following documents are hereby incorporated by reference
into this registration statement:                                               

                  (a) The Annual Report for the fiscal year ended June 30, 2004,
filed by the registrant with the Securities and Exchange Commission (the        
"Commission") on Form 10KSB, filed by the registrant on August 30, 2004, which  
contains audited consolidated financial statements for the most recent fiscal   
year for which such statements have been filed.                                 

                (b) The quarterly report for the quarter ended September 30,
2004, filed by the registrant with the Commission on Form 10QSB on November 15, 
2004.                                                                           

               (c) The quarterly report for the quarter ended December 31,
2004, filed by the registrant with the Commission on Form 10QSB on February 23, 
2005.                                                                           

            (d) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities    
Exchange Act, prior to the filing of a post-effective amendment which indicates 
that all securities offered have been sold or which deregisters all securities  
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such  
documents.                                                                      

Item 4.           Description of Securities.                                    

            Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.                                

Item 5.           Interests of Named Experts and Counsel.                       

                James M. Hughes has rendered a legal opinion on the validity
of the securities being registered hereunder. James M. Hughes currently owns    
Common Stock and is eligible to receive shares of the Company's Common Stock    
pursuant to this Form S-8 registration statement.                               

Item 6.           Indemnification of Directors and Officers.                    

         Section 78.037 of the Nevada Revised Statutes provides generally and in
pertinent part that a Nevada corporation may contain a provision eliminating or 
limiting the personal liability of a director or officer to the corporation or  
its shareholders for damages for breach of fiduciary duty as a director other   
than acts or omissions which involve intentional misconduct, fraud or a knowing 
violation of law. Additionally, Section 78.751 of the Nevada Corporation Code   
permits indemnification of directors and officers for all actions that they take
on behalf of the corporation that they had reasonable cause to believe was      
legal. This indemnification can include any and all civil, criminal and         
administrative action. Additionally, Nevada law permits a corporation to make   
financial arrangements to provide a buffer against potential liability,         
including the creation of a trust fund, the establishment of a program of self  
insurance, securing an obligation with a lien on corporate assets, or the       
establishment of a credit, guarantee or other surety. Article IX of our Articles
of Incorporation and Article VIII of our Bylaws provide, in general, that our   
directors and officers shall be indemnified from expenses incurred in the       
defense of any proceeding so long as his or her actions were undertaken in good 
faith.                                                                          

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         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons under   
the above provisions, or otherwise, we have been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Securities Act and is, therefore, unenforceable. In  
the event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director,       
officer or controlling person in the successful defense of any action, suit or  
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, we will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by  
it is against public policy as expressed in the Securities Act and will be      
governed by the final adjudication of such issue.                               

Item 7.           Exemption from Registration Claimed.                          

Not applicable.                             

Item 8.           Exhibits.                                                     

5.     Opinion regarding legality           
      23.1   Consent of Chisholm, Bierwolf & Nilson, LLC
             23.2   Consent of James M. Hughes (included in Exhibit 5)
    99.1   2005 Consultant Equity Participation Plan

Item 9.           Undertakings.                                                 

             (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective     
amendment to this registration statement (1) to include any material information
with respect to the plan of distribution not previously disclosed in the        
registration statement or any material change to such information in the        
registration statement; (2) that, for the purpose of determining any liability  
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof; and (3) to remove from registration by  
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.                               

              (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each    
filing of the registrant's annual report pursuant to Section 13(a) or Section   
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference  
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

                (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to directors, officers  
and controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the        
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a   
claim for indemnification against such liabilities (other than the payment by   
the registrant of expenses incurred or paid by a director, officer, or          
controlling person of the registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in Westport, Connecticut on this 27th day of April, 2005.           

                   THE AMERICAN ENERGY GROUP, LTD.
        A Nevada Corporation

/S/         
                              ------------------------------------------
       By:  Pierce Onthank
                              Its: President and Chief Executive Officer

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 INDEX TO EXHIBITS

Exhibit Number    Description                                                   

5.                Opinion regarding legality                                    
23.1              Consent of Chisholm, Bierwolf & Nilson, LLC                   
23.2              Consent of James M. Hughes (included in Exhibit 5)            
99.1              2005 Consultant Equity Participation Plan                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		4/28/05
Filed on:		4/27/05
		4/26/05		1
		2/23/05		2					10QSB/A
		12/31/04		2					10QSB,  10QSB/A,  NTN 10Q
		11/15/04		2					10QSB
		9/30/04		2					10QSB
		8/30/04		2					10KSB,  10QSB
		6/30/04		2					10-K,  NT 10-K
									List all Filings