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SEC Comment Letter for HOUSTON AMERICAN ENERGY CORP (AGIG, HUSA) (CIK 0001156041) (AGIG) — Dec 31, 2015

HOUSTON AMERICAN ENERGY CORP (AGIG, HUSA) (CIK 0001156041)
Date: Dec. 31, 2015 · CIK: 0001156041 · Accession: 0000000000-15-060020

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File numbers found in text: 333-208630

Date
Dec. 31, 2015
Author
/s/ Timothy S. Levenberg
Form
UPLOAD
Company
HOUSTON AMERICAN ENERGY CORP (AGIG, HUSA) (CIK 0001156041)

Letter

Mail Stop 4628 December 31 , 2015 John P. Boylan Chief Executive Officer and President Houston American Energy Corp. 801 Travis, Suite 1425 Houston, TX 77002

Re: Houston American Energy Corp. Registration Statement on Form S-3 Filed December 18 , 2015 File No. 333-208630

Dear Mr. Boylan :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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.

In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company 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 wit h 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 th e 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.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation

John P. Boylan Houston American Energy Corp. December 31 , 2015 Page 2

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 registered securities .

Please contact Anuja A. Majmudar, Attorney -Advisor, at 202 -551-3844 with any questions.

Sincerely,
/s/ Timothy S. Levenberg

Show Raw Text
Mail Stop 4628
December 31 , 2015

John P. Boylan
Chief Executive Officer and President
Houston American Energy Corp.
801 Travis, Suite 1425
Houston, TX 77002

Re: Houston American Energy Corp.
  Registration Statement on Form S-3
Filed  December 18 , 2015
  File No.  333-208630

Dear Mr. Boylan :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

John P. Boylan
Houston American Energy Corp.
December 31 , 2015
Page 2

 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 registered securities .

Please  contact Anuja A. Majmudar, Attorney -Advisor,  at 202 -551-3844  with any
questions.

Sincerely,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Michael W. Sanders, Esq.