UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549











QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT
OF 1934.




For
the quarterly period ended June 30, 2008





333-52812


(Commission
File Number)





American
Energy Production, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
            
            74-2945581(State
      or other jurisdiction of incorporation)
            
            (IRS
      Employer Identification Number)


6073 Hwy 281 South, Mineral
Wells, TX 76067


(Address of principal executive
offices including zip code)





(210)
410-8158


(Registrant’s telephone number,
including area code)







Indicate
by check mark 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
_____





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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
accelerated filer [
]                                      
 Accelerated filer [
]


Non-accelerated filer [
]                                         
Smaller reporting company [X]


(Do
not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes ____
No X





As of
August 1, 2008, the Registrant had 20,360,389 shares outstanding of its $0.001
par value common stock.





-1-




American
Energy Production, Inc. and Subsidiaries


Form 10-Q
Index


June 30,
2008







PagePart I-Financial
InformationItem 1. Financial Statements
            3Consolidated
      Balance Sheets at June 30, 2008 (Unaudited) andDecember
      31, 2007 (Audited)
            3Consolidated
      Statements of Operations for the Three and Six Months
EndedJune
      30, 2008 and 2007 (Unaudited)
            5Consolidated
      Statements of Cash Flows for the Six Months EndedJune
      30, 2008 and 2007 (Unaudited)
            6Notes
      to Consolidated Financial Statements (Unaudited)
            7Item
      2. Management's Discussion and Analysis of FinancialCondition
      and Results of Operations
            12Item 4T. Controls and Procedures
            17Part
      II-Other InformationItem 5. Other Information
            19Item
      6. Exhibits
            19Signatures
            20








-2-




PART
I


FINANCIAL
INFORMATION





Item
1-Consolidated Financial Statements (Unaudited)




American
Energy Production, Inc. and Subsidiaries


Consolidated
Balance Sheets








ASSETS(Unaudited)6/30/2008
            
            
            12/31/2007Current
      AssetsCash
            
            $
            139,877
            
            
            $
            133,220Accounts
      receivable
            
            
            1,205
            
            
            
            1,205Other
      current assets
            
            
            316
            
            
            
            316Total
      Current Assets
            
            
            141,397
            
            
            
            134,740Property
      and equipment, net
            
            
            4,307,308
            
            
            
            4,365,765Other
      AssetsDevelopment
      programs - related party
            
            
            119,077
            
            
            
            104,392Other
            
            
            246,810
            
            
            
            168,379Total
      Other Assets
            
            
            365,887
            
            
            
            272,771Total
      Assets
            
            
            4,814,591
            
            
            
            4,773,277LIABILITIESCurrent
      LiabilitiesAccounts
      payable
            
            $
            327,153
            
            
            $
            373,403Other
      current liabilities
            
            
            254,071
            
            
            
            175,548Due
      to related parties
            
            
            2,327,395
            
            
            
            1,707,759Notes
      payable
            
            
            2,114,321
            
            
            
            2,023,714Accrued
      interest payable
            
            
            861,795
            
            
            
            778,486Accrued
      payroll taxes and penalties
            
            
            81,159
            
            
            
            80,346Lease
      payable
            
            
            16,131
            
            
            
            16,131Total
      Current Liabilities
            
            
            5,982,025
            
            
            
            5,155,387Asset
      Retirement Obligations
            
            
            536,276
            
            
            
            524,488Total
      Liabilities
            
            $
            6,518,301
            
            
            $
            5,679,875





See
accompanying notes to unaudited consolidated financial statements.




-3-


American
      Energy Production, Inc. and Subsidiaries
              Consolidated
      Balance Sheets (Continued)Commitments
      and Contingencies (Note 8)Stockholders'
      Deficit(Unaudited)6/30/2008
            
            
            12/31/2007Convertible
      preferred stock, Series A, $0.0001 par value,5,000,000
      shares authorized, 3,500,000 shares
            
            $
            350
            
            
            $
            350Common
      stock, $0.0001 par value,500,000,000
      shares authorized, 20,360,389 and
              19,767,055
      shares, respectively
            
            
            2,036
            
            
            
            1,977Common
      stock issuable, $0.0001 par value, zero and
              596,000
      shares respectively
            
            
            -
            
            
            
            60Additional
      paid in capital
            
            
            24,067,655
            
            
            
            24,067,655Accumulated
      deficit
            
            
            (24,871,750
            )
            
            
            (24,074,640
            )(801,709
            )
            
            
            (4,599
            )Less:  Subscription
      Receivable
            
            
            (902,000
            )
            
            
            (902,000
            )Total
      Stockholders' Deficit
            
            
            (1,703,709
            )
            
            
            (906,599
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            4,814,591
            
            
            $
            4,773,277







See
accompanying notes to unaudited consolidated financial statements.




-4-







American
Energy Production, Inc. and Subsidiaries


Consolidated
Statements of Operations


(Unaudited)





Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues:Oil
      sales, net
            
            $
            553,445
            
            
            $
            347,638
            
            
            $
            991,664
            
            
            $
            739,086Operating
      ExpensesCompensation
            
            
            46,242
            
            
            
            45,645
            
            
            
            92,484
            
            
            
            91,887Consulting
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,260Depreciation,
      depletion and accretion
            
            
            151,550
            
            
            
            158,285
            
            
            
            292,851
            
            
            
            291,092Rent
            
            
            10,452
            
            
            
            9,505
            
            
            
            22,262
            
            
            
            16,167General
      and administrative
            
            
            55,204
            
            
            
            118,282
            
            
            
            103,015
            
            
            
            200,444Production
            
            
            618,264
            
            
            
            587,801
            
            
            
            1,050,401
            
            
            
            1,265,734Professional
            
            
            26,334
            
            
            
            86,228
            
            
            
            77,100
            
            
            
            110,645Taxes
            
            
            37,731
            
            
            
            14,594
            
            
            
            62,076
            
            
            
            47,703Website
            
            
            1,080
            
            
            
            -
            
            
            
            1,080
            
            
            
            -Total
      Operating Expenses
            
            
            946,855
            
            
            
            1,016,473
            
            
            
            1,701,268
            
            
            
            2,026,933Operating
      Loss
            
            
            (393,411
            )
            
            
            (668,835
            )
            
            
            (709,604
            )
            
            
            (1,287,847
            )Other
      Income (Expense)Other
      income
            
            
            303
            
            
            
            -
            
            
            
            303
            
            
            
            -Interest
      expense
            
            
            (42,443
            )
            
            
            (42,807
            )
            
            
            (84,807
            )
            
            
            (85,973
            )Payroll
      tax expense and penalties
            
            
            (1,501
            )
            
            
            (1,501
            )
            
            
            (3,002
            )
            
            
            (3,002
            )Total
      Other Income (Expense)
            
            
            (43,641
            )
            
            
            (44,308
            )
            
            
            (87,507
            )
            
            
            (88,975
            )Net
      Loss
            
            $
            (437,052
            )
            
            $
            (713,143
            )
            
            $
            (797,111
            )
            
            $
            (1,376,822
            )Net
      Loss Per Share - Basic and Diluted
            
            $
            (0.02
            )
            
            $
            (0.04
            )
            
            $
            (0.04
            )
            
            $
            (0.07
            )Weighted
      average Shares Outstanding
            
            
            20,363,356
            
            
            
            19,770,055
            
            
            
            20,363,371
            
            
            
            19,770,055





See
accompanying notes to unaudited consolidated financial statements.




-5-




American
Energy Production, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows


(Unaudited)





Six
      Months EndedJune
      30,2008
            
            
            2007Cash
      Flows From Operating Activities:Net
      loss
            
            $
            (797,111
            )
            
            $
            (1,376,822
            )Adjustments to
      reconcile net loss to net cash provided by operating
      activities:Depreciation
      expense
            
            
            241,261
            
            
            
            238,691Depletion
      expense
            
            
            39,802
            
            
            
            40,727Accretion
      expense
            
            
            11,788
            
            
            
            11,675Changes in operating
      assets and liabilities:Accounts
      receivable
            
            
            -
            
            
            
            122Other
      current assets
            
            
            -
            
            
            
            3,880Other
      assets
            
            
            (78,431
            )
            
            
            16,070Accounts
      payable
            
            
            (46,250
            )
            
            
            45,819Other
      current liabilities
            
            
            78,522
            
            
            
            17,218Due
      from related party
            
            
            -
            
            
            
            88,229Due
      to related party
            
            
            619,636
            
            
            
            986,295Accrued
      interest payable
            
            
            83,309
            
            
            
            85,019Accrued
      payroll taxes payable
            
            
            813
            
            
            
            3,120Net
      Cash Provided By Operating Activities
            
            
            153,339
            
            
            
            160,042Cash
      Flows From Investing Activities:Investment
      in property and equipment
            
            
            (222,605
            )
            
            
            (129,983
            )Payments
      for development programs - related party
            
            
            (14,685
            )
            
            
            (18,653
            )Net
      Cash Used In Investing Activities
            
            $
            (237,289
            )
            
            $
            (148,635
            )Cash
      Flows From Financing Activities:Proceeds
      from note payable
            
            
            90,607
            
            
            
            -Repayment
      of note payable
            
            
            -
            
            
            
            (10,557
            )Net
      Cash Provided By (Used In) Financing Activities
            
            
            90,607
            
            
            
            (10,557
            )Net
      Increase in Cash
            
            
            6,657
            
            
            
            850Cash
      at Beginning of Period
            
            
            133,220
            
            
            
            106,902Cash
      at End of Period
            
            
            139,877
            
            
            
            107,752Cash
      interest paid
            
            $
            -
            
            
            $
            -Supplemental
      disclosure of  non-cash transactionsCapitalized
      asset retirement obligation
            
            $
            -
            
            
            $
            3,841Write
      off of common stock issuable – 3,000 shares
            
            
            0
            
            
            
            -





See
accompanying notes to unaudited consolidated financial statements.




-6-




1.           HISTORY
AND NATURE OF BUSINESS





Basis
of Presentation and Concentration





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
of Regulation S-K.  They do not include all information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. However, except as disclosed herein,
there has been no material change in the information disclosed in the notes to
the consolidated financial statements at December 31, 2007 included in the
Company's Form 10-KSB/A (“2007 10-KSB”) filed with the Securities and Exchange
Commission (“SEC”) on July 24, 2008. The interim consolidated unaudited
financial statements should be read in conjunction with those consolidated
financial statements included in the 2007 10-KSB.




In the
opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been
made.  Operating results for the three and six months ended June 30,
2008 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2008.






2.  HISTORY
AND NATURE OF BUSINESS





American
Energy Production, Inc. (“American Energy”, “the Company”, “we”, “us”, “our”
“its”) is a publicly traded oil and gas company that is engaged primarily in the
acquiring, developing, producing, exploring and selling of oil and natural gas.
The Company traditionally has acquired oil and gas companies that have the
potential for increased oil and natural gas production utilizing new
technologies, well workovers and fracture stimulation systems. Additionally, the
Company has expanded its scope of business to include the drilling of new wells
with its own equipment through its wholly-owned subsidiary
companies.




The
Company’s wholly-owned subsidiaries are primarily involved in three areas of oil
and gas operations.




1.
Leasing programs.


2.
Production acquisitions.


3.
Drilling and producing with proven and emerging technologies.




The
Company believes that for the foreseeable future, the world will be highly
dependent on oil and natural gas. Currently, alternative fuels are far more
expensive than fossil fuels and because of the politically unstable conditions
of many of the energy producing regions of the world.  As a result,
the Company believes that oil and natural gas will remain a key yet volatile
component of the world energy future and furthermore, with the ever increasing
world demand for energy, the domestic production of oil and gas will play an
even greater role in America’s future then it already has to date.




-7-




3.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Going
Concern





As
reflected in the accompanying financial statements, the Company has a net loss
of $437,052 and $797,111 for the three and six months ended June 30, 2008,
respectively.  Additionally, at June 30, 2008, the Company has minimal
cash, has a negative working capital balance of $5,840,628, a stockholders’
deficit of $1,703,709 and is subject to certain contingencies as discussed in
Notes 1 and 7, which could have a material impact on the Company’s financial
condition and operations. The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise capital and generate
sufficient revenues and cash flow from its business plan as an oil and gas
operating company.  The financial statements included in this report
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.





The time
required for us to become profitable is highly uncertain, and we cannot assure
you that we will achieve or sustain profitability or generate sufficient cash
flow from operations to meet our planned capital expenditures, working capital
and debt service requirements. If required, our ability to obtain additional
financing from other sources also depends on many factors beyond our control,
including the state of the capital markets and the prospects for our business.
The necessary additional financing may not be available to us or may be
available only on terms that would result in further dilution to the current
owners of our common stock.





Management
believes that as a result of the one-for-twenty five reverse stock split
recently approved by the shareholders of the Company, the Company will have
several options available to obtain financing from third parties in order to
carry out the business plan of the Company.





Principles
of Consolidation





The
accompanying consolidated financial statements as of June 30, 2008 include the
general accounts of American Energy and its wholly-owned subsidiaries Bend Arch
Petroleum, Inc., Production Resources, Inc., Oil America Group, Inc. and AMEP
Strategic Investments, Inc.  All significant intercompany
transactions, accounts and balances have been eliminated.





Net
Loss per Common Share




Basic
loss per share is computed only on the weighted average number of common shares
outstanding during the respective periods.




BDC
Conversion




As a
result of the Company’s conversion from a BDC company to an oil and gas
operating company, the change in accounting is considered a change in accounting
principle. As a result, in accordance with Statement of Financial Accounting
Standard 154, "Accounting for Changes and Error Corrections," which requires
that a change in accounting principle be retrospectively applied to all prior
periods presented, the Company’s financial statements are presented on an
operating and consolidated basis for all current and prior periods presented on
a retrospective basis without regard to the BDC method of
accounting.  The Company does not believe that withdrawing its
election to be regulated as a BDC will have any impact on its federal income tax
status, because the Company never elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code. Instead, the
Company has always been subject to corporate level federal income tax on its
income (without regard to any distributions it makes to its shareholders) as a
“regular” corporation under Subchapter C of the Internal Revenue
Code.




Reclassifications





Certain
amounts in the June 30, 2007 consolidated financial statements have been
reclassified to conform to the June 30, 2008 presentation.




-8-




4.   
PROPERTY
AND EQUIPMENT




Property
and equipment is comprised of the following:





June
      30,
            
            
            December
      31,2008
            
            
            2007Oil
      and gas properties, successful efforts method
            
            $
            4,320,602
            
            
            $
            4,320,602Other
      property and equipment
            
            
            1,742,867
            
            
            
            1,520,2626,063,469
            
            
            
            5,840,864Less:
      Accumulated depreciation and depletion
            
            
            1,756,161
            
            
            
            1,475,099Property
      and equipment, net
            
            $
            4,307,308
            
            
            $
            4,365,765






5.     DEBT





Significant
changes in our debt for the six months ended June 30, 2008 were as
follows:





Effective March 15, 2008, Bent Arch
Petroleum, Inc. (“Bend Arch”), a wholly-owned subsidiary of the Company executed
a Third Modification and Extension Agreement (the “Third Extension”) in relation
to a $2,000,000 promissory note accruing interest at 8% (“Note”) that was to
become due and payable on March 31, 2008.The Third Extension
modifies the maturity date of the Note to December 31,
2008.   All other terms and conditions of the Note, the First
Extension and the Second Extension remain the same.




The Note
is with Proco Operating Co., (“Proco”) a company controlled by the brother of
the Company’s Chief Executive Officer.  The purpose of the Note is to
secure payment for oil and gas leases and wells located in Comanche and Eastland
counties in the State of Texas sold to Bend Arch by Proco on June 15,
2004.  As of June 30, 2008, the Company has accrued $718,027 of
accrued interest on the Note and is included as a component of accrued interest
payable in the accompanying unaudited consolidated financial
statements.




In March
2008, the Company purchased oilfield property and equipment for a price of
$150,000.  The terms included a cash payment of $47,000 and a note
payable for the balance of $103,000.  During the three months ended
June 30, 2008, the Company paid down $12,000 of principal and the balance is
$91,000 as of June 30, 2008 and classified as a component of Note Payable in the
accompanying consolidated financial statements.  As of June 30, 2008,
no formal agreement of the terms of the note payable had been finalized and the
Company has a verbal agreement to pay the principal back at a rate of $10,000
monthly.  It is anticipated that a formal agreement will be negotiated
and finalized in the future.






6.  ASSET
RETIREMENT OBLIGATIONS




The
following represents a reconciliation of the asset retirement obligations for
the period from January 1, 2007 to June 30, 2008:





Asset
      retirement obligations at beginning of period
            
            $
            524,488Accretion
      of discount
            
            
            11,788Asset
      retirement obligations at end of period
            
            $
            536,276




-9-




7.     STOCKHOLDERS’
EQUITY




Capital
Structure




We are
authorized to issue up to 500,000,000 shares of our common stock, $0.0001 par
value per share, of which 20,360,389 were issued and outstanding as of June 30,
2008.




We are
authorized to issue up to 5,000,000 shares of our preferred stock, $0.0001 par
value per share, of which 3,500,000 were issued and outstanding as of June 30,
2008.  All of the preferred stock is held by the Chief Executive
Officer of the Company.





Except
for the issuance of common stock that was classified as issuable at December 31,
2007 (see below), there were no changes in the common stock, common stock
issuable or preferred stock outstanding balances for the six months ended June
30, 2008.





Common
Stock Issuable:





On
December 13, 2007, the Company received $89,000 of proceeds from the sale of
593,334 shares of its $0.0001 par value common stock at $.15 per share and was
classified as common stock issuable at December 31, 2007.  In January
2008, the shares of common stock were issued by the transfer agent and have been
reflected as common stock in the accompanying unaudited consolidated financial
statements.




In June
2008, the Company made the decision to write off 3,000 shares of common stock
classified as issuable since 2003.  The original amount was 75,000
shares and was adjusted to 3,000 shares after giving effect for the
one-for-twenty five reverse stock split in 2007.  The shares remained
issuable to an overseas investor who had subscribed for an amount exceeding the
shares that were actually issued under the terms of an offering in fiscal
2003.  The investor has paid for the full subscription, and as such,
no amounts are due to the Company and the Company has not been able to contact
the investor.






8.     COMMITMENTS
AND CONTINGENCIES





From time
to time we may become subject to proceedings, lawsuits and other claims in the
ordinary course of business including proceedings related to environmental and
other matters.  Such matters are subject to many uncertainties, and
outcomes are not predictable with assurance.





The
Company is subject to various lawsuits and unasserted claims from vendors for
non-payment of accounts payable plus related legal fees. Excluding legal fees,
which cannot be estimated, the Company has included all amounts in its accounts
payable and accrued expenses as of June 30, 2008.





Prior to
September 30, 2007, the Company and certain of its wholly-owned subsidiaries
were delinquent in the filing of franchise tax reports with the State of Texas
and the State of Delaware and as a result, the Company and certain of its
wholly-owned subsidiaries were not in good standing.  The Company
filed all of those required past due reports.  However, the State of
Texas franchise tax reports for the year ended December 31, 2007 were not filed
on or before the required May 15, 2008 deadline.  The Company is in
the process of completing these reports.  As a result, as of June 30,
2008, the Company and certain wholly-owned subsidiaries are not in good standing
and the Company and certain of its wholly-owned subsidiaries may face certain
penalties and interest due to the delinquent status of the reports.




On March
20, 2008, the Company submitted an offer of settlement to the SEC staff,
pursuant to which it would consent, without admitting or denying the findings,
to the entry of an order by the SEC instituting public administrative and
cease-and-desist proceedings and imposing sanctions (the “Order”).




-10-




In
summary, the Order finds that since electing to be regulated as a business
development company (“BDC”) in January 2004, the Company has, among other
things, issued senior securities without the required asset coverage, issued
warrants without approval of its shareholders, issued prohibited non-voting
stock, issued securities for services, failed to make and keep required
records, and
failed to establish a majority of non-interested directors on its board of
directors. As a result, the Company violated certain provisions of the
Investment Act of 1940 (the “1940 Act”). In addition, the Company failed to
obtain a fidelity bond and implement a compliance program as required under the
1940 Act. Finally, the Company failed to comply with certain provisions for
exemption from registration under the 1933 Act as related to Rule 609 of
Regulation E because it did not file required offering status reports in
connection with a securities offering commenced in January 2004.




In
determining the Order, the SEC considered remedial acts promptly undertaken by
the Company and cooperation afforded the SEC staff. The Order would
require:




o
            The
      Company cease and desist from committing or causing any violations and any
      future violations of the 1940 Act. The 1940 Act is only available to BDC
      companies and does not apply to the Company in its current structure as an
      oil and gas operating company.




o
            The
      Regulation E exemption of the Company is permanently suspended. Regulation
      E is only available to BDC companies and does not apply to the Company in
      its current structure as an oil and gas operating
  company.




The
Company has reached an agreement in principle with the staff of the SEC
regarding its offer of settlement, subject to approval by the Commission.
Although the ultimate outcome of the settlement negotiations cannot be predicted
with certainty, under the settlement as currently proposed, the Company would
not incur any fines or other penalties, and no action would be taken against any
individuals.






9.     RELATED
PARTY TRANSACTIONS





We
currently do not have a lease and we are not paying rent on our space. It is
being provided to the Company by the Chief Executive Officer free of
charge.





Due to Related
      Parties:June
      30,
            
            
            December
      31,2008
            
            
            2007Due
      to Chief Executive Officer from salary andrental
      agreement with Company.
            
            $
            430,925
            
            
            $
            306,425Due
      to Chief Executive Officer from advances and rental agreement with Bend
      Arch
            
            
            807,323
            
            
            
            704,703Due
      to Operator of oil and gas properties
            
            
            1,089,267
            
            
            
            696,631Total
      Due To Related Parties
            
            $
            2,327,395
            
            
            $
            1,707,759




Effective
July 1, 2003, the Company entered into a salary and equipment rental agreement
with its Chief Executive Officer.  As of January 1, 2005, the $3,500
per month equipment rental agreement with the Chief Executive Officer was
terminated. As of December 31, 2007, the Company owed the Chief Executive
Officer $306,425 for unpaid amounts under the agreement.  During the
six months ended June 30, 2008, the Company accrued but did not pay $60,000 for
compensation due to the CEO, the CEO personally advanced $73,000 of funds on
behalf of the Company and the Company paid back $8,500 to the CEO.  As
a result, the accrued balance as of June 30, 2008 is $430,925 and is classified
as a component of Due To Related Parties in the accompanying unaudited
consolidated financial statements.





As of
December 31, 2007, the Chief Executive Officer of the Company was owed $704,703
for advances and unpaid equipment rental charges made on behalf of Bend Arch,
the Company’s wholly-owned subsidiary.  During the six months ended
June 30, 2008, the Chief Executive Officer personally advanced $94,000 of funds
to Bend Arch; the Company recorded $27,000 for equipment rental charges and
repaid $18,500 to the Chief Executive Officer.  As a result, the
accrued balance as of June 30, 2008 is $807,203 and is classified as a component
of Due To Related Parties in the accompanying unaudited consolidated financial
statements.




As of
December 31, 2007, the operator of the Company’s oil and gas properties was owed
$696,631 by the Company.  The operator is Proco and is a related party
as Proco is controlled by the brother of the Company’s Chief Executive
Officer.  During the six months ended June 30, 2008, the Company
increased the amount by $616,128 due to Proco for incurred operator expenses,
decreased the amount owed by $650,342 for accrued and unpaid oil and gas sales,
offset by $426,850 of cash payments from Proco for accrued oil and gas
sales.  As a result, the accrued balance as of June 30, 2008 is
$1,089,267 and is classified as a component of Due To Related Parties in the
accompanying unaudited consolidated financial statements.




-11-




Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.





The
following analysis of our financial condition and results of operations
contained in this section should be read in conjunction with our financial
statements and related notes and schedules thereto appearing elsewhere in this
Quarterly Report, as well as the sections entitled "Selected Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes and
schedules thereto included in our annual report on Form 10-KSB/A for the year
ended December 31, 2007 filed with the SEC on July 24, 2008.





This
Quarterly Report, including the Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements that involve substantial risks and uncertainties. These
forward-looking statements are not historical facts, but rather are based on
current expectations, estimates and projections about our industry, our beliefs,
and our assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", and "estimates" and variations of these words and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors, some of which are beyond our control and
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements, including
without limitation:




•
            economic
      downturns or recessions may impair our portfolio companies'
      performance;





•
            a
      contraction of available credit and/or an inability to access the equity
      markets could impair our lending and investment
  activities;





•
            the
      risks associated with the possible disruption in the Company's operations
      due to terrorism;





•
            future
      changes in laws or regulations and conditions in our operating areas;
      and•
            the
      risks, uncertainties and other factors we identify from time to time in
      our filings with the Securities and Exchange Commission, including our
      Form 10-Ks, Form 10-Qs and Form
8-Ks.





Although
we believe that the assumptions on which these forward-looking statements are
based are reasonable, any of those assumptions could prove to be inaccurate and
as a result, the forward-looking statements based on those assumptions also
could be inaccurate. In light of these and other uncertainties, the inclusion of
a projection or forward-looking statement in this Quarterly Report should not be
regarded as a representation by us that our plans and objectives will be
achieved. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this Quarterly Report. We
undertake no obligation to update such statements to reflect subsequent
events.





OVERVIEW





American
Energy Production, Inc. (“American Energy”, “the Company”, “we”, “us”,
“our”)  is a publicly traded oil and gas company that is engaged
primarily in the acquiring, developing, producing, exploring and selling of oil
and natural gas. The Company traditionally has acquired oil and gas companies
that have the potential for increased oil and natural gas production utilizing
new technologies, well workovers and fracture stimulation systems.  We
have expanded our scope of business to include the drilling of new wells with
its own equipment through our wholly-owned subsidiary companies.




-12-




Our
subsidiaries are primarily involved in three areas of oil and gas
operations.




1.
Leasing Programs.


2.
Production Acquisitions.


3.
Drilling and Producing with Proven and Emerging Technologies.




We
believe that for the foreseeable future, the world will be highly dependent on
oil and natural gas. Currently, alternative fuels are far more expensive than
fossil fuels and because of the politically unstable conditions of many of the
energy producing regions of the world.  We believe that oil and
natural gas will remain a key yet volatile component of the world energy future
and furthermore, that with the ever increasing world demand for energy, the
domestic production of oil and gas will play an even greater role in America’s
future then it already has to date.




As
reflected in the accompanying consolidated financial statements, the Company has
a net loss of $437,052 and $797,111 for the three and six months ended June 30,
2008, respectively.  Additionally, the Company has a negative working
capital balance of $5,840,628 and a stockholders’ deficit of $1,703,709 at June
30, 2008 and is subject to certain contingencies as discussed in Notes 1 and 7
to the accompanying unaudited consolidated financial statements, which could
have a material impact on the Company’s financial condition and operations. The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to raise capital and generate sufficient revenues and cash
flow from its business plan as an oil and gas operating company.  The
financial statements included in this report do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.





The time
required for us to become profitable is highly uncertain, and we cannot assure
you that we will achieve or sustain profitability or generate sufficient cash
flow from operations to meet our planned capital expenditures, working capital
and debt service requirements. If required, our ability to obtain additional
financing from other sources also depends on many factors beyond our control,
including the state of the capital markets and the prospects for our business.
The necessary additional financing may not be available to us or may be
available only on terms that would result in further dilution to the current
owners of our common stock.





RECENT
DEVELOPMENTS




On March
20, 2008, the Company submitted an offer of settlement to the SEC staff,
pursuant to which it would consent, without admitting or denying the findings,
to the entry of an order by the SEC instituting public administrative and
cease-and-desist proceedings and imposing sanctions (the “Order”).






In
summary, the Order finds that since electing to be regulated as a business
development company (“BDC”) in January 2004, the Company has, among other
things, issued senior securities without the required asset coverage, issued
warrants without approval of its shareholders, issued prohibited non-voting
stock, issued securities for services, failed to make and keep required
records, and
failed to establish a majority of non-interested directors on its board of
directors. As a result, the Company violated certain provisions of the
Investment Act of 1940 (the “1940 Act”). In addition, the Company failed to
obtain a fidelity bond and implement a compliance program as required under the
1940 Act. Finally, the Company failed to comply with certain provisions for
exemption from registration under the 1933 Act as related to Rule 609 of
Regulation E because it did not file required offering status reports in
connection with a securities offering commenced in January 2004.




-13-




In
determining the Order, the SEC considered remedial acts promptly undertaken by
the Company and cooperation afforded the SEC staff. The Order would
require:




o
            The
      Company cease and desist from committing or causing any violations and any
      future violations of the 1940 Act. The 1940 Act is only available to BDC
      companies and does not apply to the Company in its current structure as an
      oil and gas operating company.




o
            The
      Regulation E exemption of the Company is permanently suspended. Regulation
      E is only available to BDC companies and does not apply to the Company in
      its current structure as an oil and gas operating
  company.






The
Company has reached an agreement in principle with the staff of the SEC
regarding its offer of settlement, subject to approval by the Commission.
Although the ultimate outcome of the settlement negotiations cannot be predicted
with certainty, under the settlement as currently proposed, the Company would
not incur any fines or other penalties, and no action would be taken against any
individuals.




In June
2008, the Company made the decision to write off 3,000 shares of common stock
classified as issuable since 2003.  The original amount was 75,000
shares and was adjusted to 3,000 shares after giving effect for the
one-for-twenty five reverse stock split in 2007.  The shares remained
issuable to an overseas investor who had subscribed for an amount exceeding the
shares that were actually issued under the terms of an offering in fiscal
2003.  The investor has paid for the full subscription, and as such,
no amounts are due to the Company and the Company has not been able to contact
the investor.




RESULTS
OF OPERATIONS





The
following discussion of the results of operations should be read in conjunction
with our unaudited consolidated financial statements and notes thereto for the
periods presented included in this Form 10-Q.




Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues:Oil
      sales, net
            
            $
            553,445
            
            
            $
            347,638
            
            
            $
            991,664
            
            
            $
            739,086Operating
      ExpensesCompensation
            
            
            46,242
            
            
            
            45,645
            
            
            
            92,484
            
            
            
            91,887Consulting
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,260Depreciation,
      depletion and accretion
            
            
            151,550
            
            
            
            158,285
            
            
            
            292,851
            
            
            
            291,092Rent
            
            
            10,452
            
            
            
            9,505
            
            
            
            22,262
            
            
            
            16,167General
      and administrative
            
            
            55,204
            
            
            
            118,088
            
            
            
            103,015
            
            
            
            200,444Production
            
            
            618,264
            
            
            
            584,127
            
            
            
            1,050,401
            
            
            
            1,265,734Professional
            
            
            26,334
            
            
            
            86,228
            
            
            
            77,100
            
            
            
            110,645Taxes
            
            
            37,731
            
            
            
            14,594
            
            
            
            62,076
            
            
            
            47,703Total
      Operating Expenses
            
            
            946,855
            
            
            
            1,016,473
            
            
            
            1,701,268
            
            
            
            2,026,933Operating
      Loss
            
            
            (393,411
            )
            
            
            (668,835
            )
            
            
            (709,604
            )
            
            
            (1,287,847
            )Other
      Income (Expense)Other
      income
            
            
            303
            
            
            
            -
            
            
            
            303
            
            
            
            -Interest
      expense
            
            
            (42,443
            )
            
            
            (42,807
            )
            
            
            (84,807
            )
            
            
            (85,973
            )Payroll
      tax expense and penalties
            
            
            (1,501
            )
            
            
            (1,501
            )
            
            
            (3,002
            )
            
            
            (3,002
            )Total
      Other Income (Expense)
            
            
            (43,641
            )
            
            
            (44,308
            )
            
            
            (87,507
            )
            
            
            (88,975
            )Net
      Loss
            
            $
            (437,052
            )
            
            $
            (713,143
            )
            
            $
            (797,111
            )
            
            $
            (1,376,822
            )





-14-




Three Months ended June 30,
2008 compared to Three Months Ended June 30, 2007.





Revenues:





Revenues
increased $205,807 or 59%, to $553,445 for 2008 from $347,638 for
2007.  Revenues for 2008 were comprised of $341,573 of oil sales
(2,975 barrels of oil), $211,209 of natural gas sales (18,818 MCF) and $663 of
royalties.   Revenues for 2007 were comprised of $195,704 of
oil sales (3,262 barrels of oil), $150,191 of natural gas sales (19,590
MCF) and $1,743 of royalties.  Although production volume
decreased, revenues increased due to increased market pricing for oil and gas
products.





Operating
Expenses:





Operating
expenses decreased $69,617, or 7%, to $946,855 for 2008 from $1,016,473 for
2007.  The decrease was primarily for general and administrative and
professional expenses. The decrease in general and administrative and
professional expense was related to the Company no longer incurring the
substantial costs of being a BDC and to exit the business plan of being a
BDC.





Other Income
(Expense):





Other
income (expense) increased $667 of expense, or 2% to $43,641 of expense for 2008
from $44,308 of expense for 2007.  The decrease was primarily for $303
of interest income in 2008 for Bend Arch bank account versus zero in 2007 and a
$364 decrease in interest expense related to notes payable.





Six Months ended June 30,
2008 compared to Six Months Ended June 30, 2007.





Revenues:





Revenues
increased $252,578 or 34%, to $991,664 for 2008 from $739,086 for
2007.  Revenues for 2008 were comprised of $621,613 of oil sales
(6,138 barrels of oil), $369,388 of natural gas sales (35,809 MCF) and $663 of
royalties.   Revenues for 2007 were comprised of $437,125 of
oil sales (7,281 barrels of oil), $300,218 of natural gas sales (41,378
MCF) and $1,743 of royalties.  Although production volume decreased,
revenues increased due to increased market pricing for oil and gas
products.





Operating
Expenses:





Operating
expenses decreased $325,664, or 16%, to $1,701,268 for 2008 from $2,026,933 for
2007.  The decrease was primarily the result of a $215,332 decrease in
production expense and a $97,430 decrease in general and administrative
expense.  The decrease in production expense was primarily from the
Company not being able to focus on its oil and gas operations because of
insufficient operating cash. The decrease in general and administrative expense
was related to the Company no longer incurring the substantial costs of being a
BDC and to exit the business plan of being a BDC.





-15-





Other Income
(Expense):





Other
income (expense) decreased $1,469 of expense, or 2% to $87,507 of expense for
2008 from $88,975 of expense for 2007.  The decrease was primarily for
$303 of interest income in 2008 for Bend Arch bank account versus zero in 2007
and a $1,166 decrease in interest expense related to notes payable.





Liquidity
and Capital Resources





Cash and
cash equivalents were $139,877 at June 30, 2008 as compared to $133,220 at
December 31, 2007, and working capital deficit was $5,840,628 at June 30, 2008
as compared to a working capital deficit of $5,020,647 at December 31,
2007.  The increase in the working capital deficit was primarily from
a $619,636 increase in due to related parties.





Operating
Activities





Cash
provided by operating activities was $153,339 for the six months ended June 30,
2008 compared to cash provided of $160,042 for the six months ended June 30,
2007.  The decrease in cash provided by operations from 2007 to 2008
was primarily from a decrease of the net loss, offset by an increase in due to
related parties.





Investing
Activities





Cash used
in investing activities was $237,289 for the six months ended June 30, 2008
compared to cash used of $148,635 for the six months ended June 30,
2007.  The increase in cash used resulted primarily from an increase
in the investment in property and equipment.





Financing
Activities





Cash used
in financing activities was $90,607 for the six months ended June 30, 2008
compared to $10,557 of cash used in financing activities for the six months
ended June 30, 2007. The 2008 amount is from the issuance of a note payable for
the purchase of property and equipment and the 2007 amount is from the repayment
of a note payable.





Our
principal uses of cash to date have been for operating activities and we have
funded our operations previously primarily by incurring indebtedness in the form
of convertible debentures and issuing common stock.  Our debt
obligations pose a significant liquidity risk to our business and stockholders
by requiring us to dedicate a substantial portion of our cash flow to principal
and interest payments on our debt obligations, thereby reducing the availability
of our cash flow to fund working capital, capital expenditures and other
corporate requirements.  Additionally, these debt obligations may
impede us from obtaining additional financing in the future for working capital,
capital expenditures and other corporate requirements and may make us more
vulnerable to a downturn in our business and limit our flexibility to plan for,
or react to, changes in our business.





Debt





Significant
changes in our debt for the six months ended June 30, 2008 were as
follows:





Effective March 15, 2008, Bent Arch
Petroleum, Inc. (“Bend Arch”), a wholly-owned subsidiary of the Company executed
a Third Modification and Extension Agreement (the “Third Extension”) in relation
to a $2,000,000 promissory note accruing interest at 8% (“Note”) that was to
become due and payable on March 31, 2008.The Third Extension
modifies the maturity date of the Note to December 31,
2008.   All other terms and conditions of the Note, the First
Extension and the Second Extension remain the same.




The Note
is with Proco Operating Co., (“Proco”) a company controlled by the brother of
the Company’s Chief Executive Officer.  The purpose of the Note is to
secure payment for oil and gas leases and wells located in Comanche and Eastland
counties in the State of Texas sold to Bend Arch by Proco on June 15,
2004.  As of June 30, 2008, the Company has accrued $718,027 of
accrued interest on the Promissory Note and is included as a component of
accrued interest payable in the accompanying unaudited consolidated financial
statements.




In March
2008, the Company purchased oilfield property and equipment for a price of
$150,000.  The terms included a cash payment of $47,000 and a note
payable for the balance of $103,000.  During the three months ended
June 30, 2008, the Company paid down $12,000 of principal and the balance is
$91,000 as of June 30, 2008 and classified as a component of Note Payable in the
accompanying consolidated financial statements.  As of June 30, 2008,
no formal agreement of the terms of the note payable had been finalized and the
Company has a verbal agreement to pay the principal back at a rate of $10,000
monthly.  It is anticipated that a formal agreement will be negotiated
and finalized in the future.




-16-




Equity
Financing





There was
no equity financing for the six months ended June 30, 2008 and 2007,
respectively.





Liquidity




To
continue with our business plan, we will require additional working capital as
we have not been generating sufficient cash from operations to fund our
operating activities through the end of fiscal 2008.  The ability of
the Company to continue as a going concern is dependent on the Company’s ability
to raise capital and generate revenues and cash flow from its business plan as
an oil and gas operating company.




Our
ability to obtain additional financing depends on many factors beyond our
control, including the state of the capital markets, the market price of our
common stock and the prospects for our business.  Additionally, any
necessary additional financing may not be available to us or may be available
only on terms that would result in further dilution to the current owners of our
common stock. Failure to obtain commitments for interim financing and subsequent
project financing would have a material adverse effect on our business, results
of operations and financial condition. If the financing we require to sustain
our working capital needs is unavailable or insufficient or we do not receive
the necessary financing, we may be unable to continue as a going
concern.





Management
believes that as a result of the one-for-twenty five reverse stock split
recently approved by the shareholders of the Company, the Company will have
several options available to obtain financing from third parties in order to
carry out the business plan of the Company.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item
4T.  Controls and Procedures




Under the
supervision and with the participation of our senior management, consisting of
our chief executive officer and our chief financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report (the "Evaluation Date").  Based on that evaluation, the
Company’s management, including our chief executive officer and chief financial
officer, concluded that as of the Evaluation Date our disclosure controls and
procedures are not effective to ensure that the information relating to us
required to be disclosed in our Securities and Exchange Commission ("SEC")
reports (i) is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





-17-




Management's Quarterly
Report on Internal Control Over Financial Reporting. (a) The Company's
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f)).  Our management, including our principal executive officer
and principal accounting officer, conducted an evaluation of the effectiveness
of our internal control over financial reporting using the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework.  Based on its evaluation, our
management concluded that there is a material weakness in our internal control
over financial reporting and that our financial reporting controls were not
effective.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a
timely basis.





The
material weakness(s) identified are:





1.
            The
      Company does not have a full time Accounting Controller or Chief Financial
      Officer and utilizes part time consultants to perform these critical
      responsibilities.  This lack of full time accounting staff
      results in a lack of segregation of duties and accounting technical
      expertise necessary for an effective system of internal
      control.





Additionally,
management determined during its internal control assessment the following
weakness(s), while not considered material, are items that should be considered
by the Board of Directors for resolution in the near future:





1.
            The
      management of oil and gas leases including a schedule of oil and gas lease
      agreements and related documents to ensure that the Company has rights to
      Oil and Gas, expiration and renewal dates, contractual payments regarding
      royalties, taxes, improvements, etc.   This ensures correct
      oil and gas capital accounts, revenues and related expenses are calculated
      correctly by Accounting.  Additionally, the CFO should review
      all Oil and gas lease agreements.


2.
            The
      Company should take steps to require that oil and gas expenditures are
      properly classified into the proper categories such as acquisition costs
      and intangible and tangible drilling costs.  Without this, the
      Company cannot properly determine the proper recording and disclosure of
      oil and gas expenditures.


3.
            The
      Company should take steps to enhance the security for bank wire
      transfers.  Currently, the Subsidiary President’s and CEO
      provide instruction to the bookkeepers to initiate a wire
      transfer.  As a security enhancement, the Bank should be
      required to obtain approval from the CEO or CFO to make the wire
      transfer.


4.
            The
      Company IT process should be strengthened as there is no disaster recovery
      plan, no server, and the company accounting records are maintained through
      a consultant accountant.  The Company should consider the
      purchase and implementation of a server and proper backups off site to
      ensure that accounting information is
  safeguarded.


5.
            The
      Company should take steps to implement a policies and procedures
      manual.





In order
to mitigate all of the above weaknesses(s), to the fullest extent possible, all
financial reports are reviewed by the Chief Executive Officer as well as the
Board of Directors for reasonableness. All unexpected results are investigated.
At any time, if it appears that any control can be implemented to continue to
mitigate such weaknesses, it is immediately implemented. The Company has
retained a third-party accounting and financial consulting firm to assist with
the complex technical oil and gas issues and as soon as our finances allow, we
will hire sufficient accounting staff and implement appropriate procedures as
described above.





This
quarterly report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.





(b)  Changes
in Internal Control over Financial Reporting.  There were no changes
in our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting




-18-





PART
II - Other Information





Item 5. Other
Information




On March
20, 2008, the Company submitted an offer of settlement to the SEC staff,
pursuant to which it would consent, without admitting or denying the findings,
to the entry of an order by the SEC instituting public administrative and
cease-and-desist proceedings and imposing sanctions (the “Order”).




In
summary, the Order finds that since electing to be regulated as a business
development company (“BDC”) in January 2004, the Company has, among other
things, issued senior securities without the required asset coverage, issued
warrants without approval of its shareholders, issued prohibited non-voting
stock, issued securities for services, failed to make and keep required
records, and
failed to establish a majority of non-interested directors on its board of
directors. As a result, the Company violated certain provisions of the
Investment Act of 1940 (the “1940 Act”). In addition, the Company failed to
obtain a fidelity bond and implement a compliance program as required under the
1940 Act. Finally, the Company failed to comply with certain provisions for
exemption from registration under the 1933 Act as related to Rule 609 of
Regulation E because it did not file required offering status reports in
connection with a securities offering commenced in January 2004.




In
determining the Order, the SEC considered remedial acts promptly undertaken by
the Company and cooperation afforded the SEC staff. The Order would
require:




o
            The
      Company cease and desist from committing or causing any violations and any
      future violations of the 1940 Act. The 1940 Act is only available to BDC
      companies and does not apply to the Company in its current structure as an
      oil and gas operating company.




o
            The
      Regulation E exemption of the Company is permanently suspended. Regulation
      E is only available to BDC companies and does not apply to the Company in
      its current structure as an oil and gas operating
  company.




The
Company has reached an agreement in principle with the staff of the SEC
regarding its offer of settlement, subject to approval by the Commission.
Although the ultimate outcome of the settlement negotiations cannot be predicted
with certainty, under the settlement as currently proposed, the Company would
not incur any fines or other penalties, and no action would be taken against any
individuals.




Item
6.  Exhibits





The
following exhibits are filed with this report or are incorporated herein by
reference to a prior filing, in accordance with Rule 12b-32 under the Securities
Exchange Act of 1934.




Exhibit
      No.
            
            Description
      of Exhibit2.1
            
            Certificate
      of Amendment to Articles of Incorporation of American Energy Production,
      Inc. filed with the Delaware Secretary of
    State  (1)3.1
            
            Form
      S-8 Registration Statement under the Securities Act of 1933 filed January
      31, 2003. (1)3.2
            
            Form
      8-A12G for Registration of Certain Classes of Securities Pursuant to
      Section 12 (b) or (g) of the Securities Act of 1934 filed October 10,
      2003. (1)3.3
            
            Definitive
      Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
      filed November 19, 2003. (1)3.4
            
            Form
      N-54 Notification of Election as a Business Development Company dated
      January 12, 2004. (1)3.5
            
            Form
      1-E Notification under Regulation E dated January 14, 2004.
      (1)3.6
            
            Form
      1-E/A Notification under Regulation E dated June 24, 2005.
    (1)3.7
            
            Form
      2-E Notification under Regulation E dated June 27, 2006.
    (1)3.8
            
            Form
      2-E Notification under Regulation E dated December 11, 2006.
      (1)3.9
            
            Definitive
      Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
      filed February 8, 2007. (1)3.10
            
            Form
      N-54C Notification of Withdrawal of Business Development Companies dated
      April 23, 2007. (1)3.11
            
            Definitive
      Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
      filed July 5, 2007. (1)14.1
            
            Code
      of Ethics (1)20.1
            
            Oil
      and Gas property valuation by Blue Ridge Enterprises as of December 31,
      2007 (1)21.1
            
            Subsidiaries
      of American Energy Production, Inc. (1)31.1
            
            Certification
      of the Chief Executive and Chief Financial Officer of American Energy
      production, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*32.1
            
            Certification
      of the Chief Executive and Chief Financial Officer of American Energy
      Production, Inc. pursuant to Section 906 of the Sarbanes- Act of
      2002.*


*           Filed
herewith





(1)
            Incorporated
      by reference.





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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of American Energy
Production, Inc., in the capacities and on the dates indicated.







Signature
            Title
            Date/s/ Charles
      Bitters
              Charles
      Bitters
            Chief
      Executive Officer, Principal Executive and Financial Officer,
      Director
            August
      14, 2008





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