SecProbe.io

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                             Michael S. Krome, Esq.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755

Tel.:    (631) 737-8381
Fax:     (631) 737-8382
email:   mskrome@optonline.net

Cheryl A. Krome
Ronald Krome
Legal Assistants

                                                               November 16, 2005

Ms. Jill S. Davis
Branch Chief
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549-7010

                  Re:      American Petroleum Group, Inc.
                           Form 10-KSB/A for Fiscal Year Ended December 31, 2004
                           Filed August 12, 2005
                           Response Letter Dated August 12, 2005
                           Form 10-QSB for Fiscal Quarter Ended June 30, 2005
                           Filed August 22, 2005
                           File No. 0-49950

Dear Ms. Davis:

         With respect to the comments raised in your letter of October 4, 2005,
please be advised that American Petroleum Group, Inc., has carefully reviewed
each comment, and responds as follows.

Form 10-KSB/A for the Fiscal Year Ended December 31, 2004

General

      1. Many of our comments apply to more than one document (i.e. Forms 10-QSB
         for the fiscal quarter ended March 31, 2005 and June 30, 2005) or more
         than one section. To prevent the issuance of similar comments, please
         review all areas of corresponding disclosure in the various filings and
         make appropriate changes to all affected sections and documents. That
         will eliminate the need for us to issue repetitive or similar comments.

         We are reviewing all filings of American Petroleum Group, Inc. to
         ensure that they are consistent with the comments contained in your
         letter.

<PAGE>

Michael S. Krome, Esq.
Re:      American Petroleum Group, Inc.
Ms. Davis, Branch Chief, United States Securities and Exchange Commission
November 16, 2005
Page 2 of 13

Description of Business

Overview

      2. We note your disclosure that you acquired a 20-year mining lease on
         March 9, 2001 and terminated the lease during the nine months ended
         December 31, 2003. You further state that in your opinion, "there will
         be no continuing liability," and refer the reader to the Schedule 14C
         filed with the Commission on February 13, 2004 "for additional details
         on this matter." As we are unable to locate the additional information
         you reference, please provide your basis for determining that you have
         no outstanding liability associated with this lease.

         We are not aware of any information pertaining to the Schedule 14C
         filed on February 13, 2004. We are attempting to determine and locate
         more information. However, we believe that the passage of time allows
         us to believe that there is no further liability to the Company. In
         addition, Lessor has allowed Laches to attach to any claim against the
         Company. However, an action can still be brought against the Company.
         However, we believe that any action would be defensible.

Alliance Petroleum Products Company

      3. We note your disclosure that "The Company's current direction is in the
         manufacturing and distribution of petroleum and related products for
         the automotive industry." Please expand this disclosure to clearly
         indicate the following, without limitation, as outlined in Item 101 of
         Regulation S-B:

              o   Principal products or services and their markets;
              o   Distribution methods of the products or services;
              o   Competitive business conditions and your competitive position
                  in the industry and methods of competition;
              o   Sources and availability of raw materials and the names of
                  principal suppliers; o Dependence on one or a few major
                  customers; o Patents, trademarks, licenses, franchises,
                  concessions, royalty agreements or labor contracts, including
                  duration.

              We have amended the filings, where appropriate as follows:

              The Company

              The company, via its subsidiary (American Petroleum Products
              Company, or APPC), is in the manufacturing and distribution of
              petroleum and related products for the automotive industry.
              Specifically, APPC is in the business of blending, bottling, and
              distributing private label motor oil, transmission fluid, and
              related products for the automotive aftermarket. These products
              are sold, both direct and through distributors, to retail outlets
              that include oil change shops, automotive aftermarket chains, gas
              stations, department stores, and convenience stores. Although most
              products are sold in 12-quart cases, some products are sold in
              bulk. APPC sells to a wide variety of customers with a low
              dependence on any one customer (the largest customer makes up less
              than 10% of sales year to date).

<PAGE>

Michael S. Krome, Esq.
Re:      American Petroleum Group, Inc.
Ms. Davis, Branch Chief, United States Securities and Exchange Commission
November 16, 2005
Page 3 of 13

              In order to make finished motor oil, blenders and bottlers like
              APPC purchase base oils and blend them with V.I. Improver and/or
              Additive Packages to create motor oil, which is then sold either
              Bulk or Bottled. While there are several major companies with huge
              markets, this is a highly fragmented market, with many smaller
              players, especially in the private label market. Other major costs
              include bottles, caps, labels, corrugated, labor, and
              transportation costs.

              The U.S. market for aftermarket motor oil is approximately $11.3B
              annually, making APPC a very small, regional player. Most retail
              outlets for motor oil carry a major brand and a lesser-known,
              lower-priced brand. APPC primarily competes with those other,
              lesser-known brands, which consist of other regional/national
              motor oil blenders and bottlers.

              Given that the product is somewhat of a commodity, APPC competes
              largely by managing a competitive cost structure so that it can
              pass through competitive pricing and by carefully managing
              customer relationships. By giving our customers fair prices and
              providing excellent quality and service, APPC has maintained
              relatively long term relations with its customer base and has had
              success winning new customers.

              Motor oil with for late model year automobiles normally utilize
              the latest formulae established by the American Petroleum
              Institute and the Society of Automotive Engineers. The "standard"
              for current model year automobiles is referred to as "SM," which
              recently replaced "SL." Only SM and SL motor oil can currently
              receive the API "starburst" certification seal, and APPC must
              annually renew its API license in order to use the "starburst"
              seal on its labels. Motor oil can also be made without the API
              starburst and sold as oil with technology prior to SM or SL. This
              API-certified oil must include what is referred to as "Group 2
              Base Oils" as the foundation for the oil, as well as an additive
              package that includes the most recently approved chemical blend.
              APPC, like other motor oil blenders, must purchase Group 2 base
              oils from select, API-approved suppliers in order to make
              API-certified premium motor oil. APPC primarily purchases Group 2
              base oils from Motiva (Port Arthur, Texas) and from Evergreen Oil
              (Irvine, California). Shortages of Group 2 base oils have caused
              price increases in recent months, but APPC has been able to pass
              these increases on to the customer.

<PAGE>

Michael S. Krome, Esq.
Re:      American Petroleum Group, Inc.
Ms. Davis, Branch Chief, United States Securities and Exchange Commission
November 16, 2005
Page 4 of 13

Subsequent Transactions

      4. Please explain the accounting impact, if any, upon signing the Letter
         of Intent, dated December 1, 2004, with Oilmatic Systems, LLC.

         We advanced a total of $300,000 in anticipation of the transaction with
         Oilmatic Systems, LLC. The transaction was an arms-length transaction
         and was accounted for in the financial statements. We have updated Note
         L to the financial statements and at year end December 31, 2004 there
         was no financial statement impact, other than as a subsequent event
         disclosure. The financial statements for the subsequent Form QSB for
         each quarter indicate the amount of advanced funds.

Plan of Operations

      5. We note your reference to the acquisition of American Petroleum
         Products Company under this subtitle and your previous reference to the
         acquisition of Alliance Petroleum Products Company ("Alliance"). We
         further note that American Petroleum Products, Inc. was formerly known
         as Alliance Petroleum Products, Inc. Please revise your discussion of
         this acquisition throughout your filings to ensure consistency in your
         disclosure so as not to confuse the reader.

         We have reviewed all filings and have updated Alliance to read American
         in the 10-KSB for the fiscal year ended December 31, 2004.

Results of Operations:  For the Year Ending December 31, 2004 vs.
December 31, 2003
------------------------------------------------------------------------------

      6. Please reconcile your statement that Interest expense was $25,475 and
         impairment to Goodwill was $822,262 to your Consolidated Statements of
         Operations.

         See the corrected Statements of Consolidated Cash Flows and Operations
         for the year ended December 31, 2004 and 2003. Total interest expense
         for the year ended December 31, 2004 is $32,000. The charge for the
         Goodwill impairment was $803,615 and is included in other expense of
         $806,583 in the statement of operations for the year ended December 31,
         2004.

Liquidity and Financial Resources

      7. Please reconcile the amount you disclose as Net cash used by operating
         activities of $1,441,080 to the amount presented in your Consolidated
         Statements of Cash Flows.

<PAGE>

Michael S. Krome, Esq.
Re:      American Petroleum Group, Inc.
Ms. Davis, Branch Chief, United States Securities and Exchange Commission
November 16, 2005
Page 5 of 13

         The number should have read $(614,767) used in operations, and has been
         corrected and reported with the restated Consolidated Statement of Cash
         Flows for the year ended December 31, 2004 and 2003.

Description of Property

      8. With respect to your manufacturing and distribution facility in Bedford
         Park, Illinois, we note that you do not have a formal lease and are not
         presently paying rent for this property "due to a dispute with the
         former President of the Company, who is also the owner of this
         property." Please tell us how you have considered the guidance in
         paragraph 8 of SFAS 5 regarding this loss contingency.

         In accordance with paragraph 8 of SFAS 5, there is no accrual
         necessary. The Company did consider the potential liability, however,
         due to the fact that the liability could not be quantified and the
         likelihood of liability for the Company was remote, there was no need
         to record any accrual or disclose any amount. Subsequently, we have
         reached a resolution of this matter.

Legal Proceedings

      9. Please tell us how you have accounted for the defaulted loan agreement
         between your subsidiary and Harris Bank of Chicago, Illinois, if
         applicable.

         Our position is that we were and are still not a party to the original
         transaction. Based upon negotiations between Harris Bank, unrelated
         companies controlled by a former employee and a few of our current
         employees/officers of our wholly owned subsidiary, Harris Bank has
         conceded that we are not a party to this original transaction. We have
         reached an agreement to acquire the fixed assets and equipment from
         Harris Bank, which has now foreclosed on the unrelated parties.

Management's Discussion and Analysis or Plan of Operation

     10. Please indicate whether or not you have any off-balance sheet
         arrangements, as required by Item 303(c) of Regulation S-B.

         We have indicated that we have no Off-Balance Sheet Arrangements.

<PAGE>

Michael S. Krome, Esq.
Re:      American Petroleum Group, Inc.
Ms. Davis, Branch Chief, United States Securities and Exchange Commission
November 16, 2005
Page 6 of 13

Financial Statements

Report of Independent Registered Public Accounting Firm

     11. Please have your auditors explain how the additional procedures they
         performed to change their opinion from qualified to unqualified did not
         require a dual dated audit report.

         Our Auditor has advised us that no dual dating of the Audit report was
         deemed necessary or required, due to the fact that additional
         information was provided to them to clarify that the Company had NOT
         issued stock options, but in fact stock warrants were issued in
         conjunction with certain promissory notes. There was no substantial
         change to the originally issued financial statements for the year ended
         December 31, 2004 that occurred that required dual dating of the Audit
         opinion by the auditors'. The Company has recalculated and refiled the
         loss per share information for the years ended December 31, 2004 and
         2003 based upon the corrected number of common stock equivalents
         outstanding, taking into account the stock warrants related to the
         issuance of certain promissory notes.

     12. Please provide a detailed analysis of the relevant terms of each
         promissory note referenced in the teleconference held September 12,
         2005 with us that resulted in the initial qualified opinion. In this
         regard, please address the accounting impact of each note on the
         financial statements for the fiscal year ended December 31, 2004 and
         any subsequent financial statements filed with the Commission, if
         applicable.

         We issued notes which had an Interest Rate of eight (8%) percent per
         annum until the principal amount of the Note, together with all unpaid
         accrued interest, thereon, shall have been paid in full. In additional,
         each Payee was entitled to an option to purchase one share of common
         stock of the Maker, for each $1 of the amount contained herein. Said
         option shall have an exercise price of One Cent ($0.01) per share and
         shall be exercisable on any date after (a) the completion of the
         proposed reverse split of the common stock of the Maker in the amount
         of 20 to 1; and (b) sixty days from the date of this Note. Despite
         being referr