SecProbe.io

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      April 26, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (888) 282-6372

Andres F. Fernandez
Chief Executive Officer
American Ammunition, Inc.
3545 NW 71st Street
Miami, Florida 33147

      Re: 	American Ammunition, Inc.
      	Amendment No. 1 to Form SB-2 filed April 6, 2005
		File No. 333-122056

Dear Mr. Fernandez:

      We have reviewed your filing and have the following
comments.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. We note your statement on page 5 and on the cover page that the
last reported sales price by OTCBB on March 24, 2005 was $.11.
Please note that your cover page should show the last reported
sale
price as of the latest practicable date.  In addition, please
clarify
what market price you are assuming and the date on which the
company`s shares traded at that price wherever you discuss the
number
of shares you would issue upon conversion of the debenture.  We
note
that the discussion in the summary section is "based on current
market prices."  Finally, where you discuss a specific price, such
as
the disclosure on page 12 and elsewhere in your filing which lists
the market price as $.12, ensure that you give the correct date on
which the shares traded at that price, in this case February 14,
2005.  Our understanding is that on April 5 (the date you cite in
your filing), your shares traded at approximately $.10 per share.

2. We note your response to comment 5 in our letter dated March 2,
2005.  Please consider renaming the "conversion formula" component
of
the formula for purposes of the disclosure in this filing, since
this
name can also refer to the entire formula and investors may become
confused as to how the formula operates.  You should consider a
term
that concisely describes the nature of this component as a
discounted
market price.  In addition, please revise your description of this
component in Note H on page F-13.

3. It appears as though paragraph 3 of your addendum to the
convertible debenture and warrant to purchase common stock dated
December 10, 2004 alters the formula by which you will issue
shares
of common stock upon conversion of a portion of the debenture and
exercise of a corresponding number of warrants.  The effect of the
addendum does not appear to be reflected in the description of the
formula in the prospectus.  For example, under the formula as
described in your prospectus, the conversion of $40,000 of the
debenture would result in the issuance of 4,863,158 shares, while
under the formula as described in paragraph 3 of the addendum, the
conversion of $40,000 of the debenture would result in the
issuance
of 7,894,736 shares (assuming in each case, a market price of
$.11).
Please supplementally confirm the formula by which you will be
issuing shares of common stock and revise your registration
statement
as necessary.  We may have further comments upon review of your
response.

4. We note your response to prior comment 4 about what the formula
for the conversion of the debentures is intended to achieve.  We
now
understand, based on your response and our review of the amended
registration statement, that it is the operation of the conversion
formula, together with the mandatory warrant exercise, that result
in
the debenture holder receiving the shares registered for resale at
a
24% discount to market.  In order to help investors better
understand
these transactions, please revise your disclosure to emphasize the
relationship between the debenture conversion and warrant exercise
more clearly.  For example:
* On your cover page, rather than describing the debenture
conversion
in detail, please just include a statement to the effect that the
common stock purchase warrants will be exercised concurrently with
the conversion of the debenture and that these transactions
together
will produce an average price for the shares equal to 76% of the
then
current market value of the company`s common stock.  You can then
describe in detail the operation of each of these formulas in the
body of the prospectus.
* Where you discuss the amount of shares you will have outstanding
after the debenture is converted, please also discuss the
mandatory
concurrent exercise of the warrant.  For example, in the risk
factor
entitled "The continuously adjustable conversion formula feature .
.
." on page 12 omits any reference to additional shares being
issued
upon the required exercise of the warrant at the time of the
conversion.

5. Please revise your filing to indicate that the number of
warrants
required to be exercised is equal to ten times the dollar amount
of
the debenture being converted, divided by the warrant exercise
price,
as the Warrant Agreement reflects.

6. We note disclosure of past conversions of the debenture in the
amount of $393,635 from March 2003 through December 31, 2004,
along
with the corresponding exercise of 3,936,350 warrants.  We also
note
disclosure throughout your document that debentures totaling
$250,000
were issued in the initial October 4, 2002 transaction along with
30,000,000 warrants to purchase shares of common stock.  We also
note
your statement that in March and May of 2003, an aggregate of
$350,000 in debentures were issued, as well as your statement on
page
7 that you received $500,000 from the issuance of the convertible
debenture.  Please revise your filing to indicate the aggregate
amount of debentures and warrants issued, as well as how you
calculated that there are $266,350 of debentures outstanding and
2,663,500 warrants outstanding.

7. Revise your disclosure to eliminate the discrepancy between
your
statements throughout the document that the remaining 2,663,500
warrants have a $1 exercise price and your statement on page 78
that
the warrants are exercisable at $1 for up to 2,500,000 shares.

8. Please supplementally confirm that you have 2,666,350 warrants
outstanding, as ten times the dollar value of the remaining
debenture
is 2,663,500.  We also note your statement that appears in Note H
on
page F-13 that on December 31, 2004, there were 2,663,650 warrants
outstanding.

Triton, page 28

9. Please revise your disclosure to state the products covered by
the
patents that you acquired.  We also note your disclosure that the
consideration you paid on October 19, 2004 was stock valued at
$500,000.  Please supplementally confirm the consideration you
paid
to acquire the assets of Triton Ammunition Corporation, as we note
disclosure in your initial filing that stock valued at $1.4
million
was issued.

Security Ownership of Certain Beneficial Owners and Management,
page
37

10. We note your statement on page 37 that there were 75,907,300
shares outstanding on April 1, 2005 and your statement on page 7
that
there were 75,851,692 shares outstanding on that date.  Please
reconcile this discrepancy.

Selling Stockholders, page 42

11. Please state in your prospectus whether the selling security
holder is a broker-dealer or an affiliate of a broker-dealer or
confirm to us supplementally that the selling security holder is
not
a broker-dealer or an affiliate of a broker-dealer.  We may have
additional comments upon review of your response.

Terms of Convertible Debentures, page 43

12. Please revise your disclosure regarding the December 2004
addendum to state the consideration provided by La Jolla

Item 27.  Exhibits, page 82

13. Your only previous filing related to this transaction occurred
on
January 14, 2005, as the supplemental information you submitted
for
staff review on February 15, 2005 cannot be incorporated by
reference.  See Securities Act Rule 411(c).  Please file Exhibit
5.1
in this regard.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date

      Please contact Matt Franker, Staff Attorney, at (202) 824-
5495
or me at (202) 942-1950 with questions.

      			Sincerely,

      			Pamela A. Long
      					Assistant Director

cc:	Steve Fleming, Esq. (via facsimile 212/930-9725)
      Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, New York 10018
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Andres F. Fernandez
American Ammunition, Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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