SecProbe.io

CORRESP
1
filename1.htm

    corresp.htm

HOUSTON AMERICAN ENERGY CORP.

    801
TRAVIS, SUITE 1425

    HOUSTON,
TEXAS 77002

    TELEPHONE
(713) 222-6966

    FACSIMILE
(713) 222-6440

    December
19, 2008

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Attn:

              Jennifer
      O’Brien

    RE:      Houston
American Energy Corp.

    Form 10-K
for Fiscal Year Ended December 31, 2007, as Amended

    Filed
March 28, 2008

    Form 10-Q
for Fiscal Quarter Ended June 30, 2008

    Filed
August 12, 2008

    Form 8-K,
Filed June 24, 2008

    File No.
1-32955

    Dear Ms.
O’Brien:

    Pursuant
to our discussions of November 18, 2008, we are supplementing our response,
dated October, 2, 2008, to Comment 2 (the “Comment”) of the Staff’s letter dated
August 25, 2008.

    Set forth
below is the Comment followed by our expanded response.

    Controls and Procedures,
page 25

              2.

              We
      note your disclosure that “Based on the evaluation described above, our
      Chief Executive Officer and Chief Financial Officer have concluded that,
      as of December 31, 2007, our disclosure controls and procedures were not
      effective in ensuring that the information required to be disclosed by us
      in reports filed under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      the rules and forms of the SEC.”  Please note Item 307 of
      Regulation S-K requires you to disclose your officer’s conclusions
      regarding the effectiveness of your disclosure controls and procedures as
      that term is defined in Rule 13a-15(e) of the Exchange Act.  The
      definition in Rule 13a-15(e) is more comprehensive than that included in
      your disclosure.  Specifically, the term disclosure controls and
      procedures “means controls and procedures of an issuer that are designed
      to ensure that information required to be disclosed by the issuer in the
      reports that its files or submits under the Act is recorded, processed,
      summarized and reported, within the time periods specified in the
      Commission’s rules and forms.  Disclosure controls and
      procedures include, without limitation, controls and procedures designed
      to ensure that information required to be disclosed an issuer in the
      reports that it files or submits under the Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      and principal financial
      officers, or persons performing similar functions, as appropriate to allow
      timely decisions regarding required disclosure.” Your officer’s conclusion
      does not state whether your disclosure controls and procedures are
      effective or ineffective at accomplishing all of these
      items.  Please modify your officer’s conclusion to state whether
      your disclosure controls and procedures are effective or ineffective at
      accomplishing all of the items included within the definition of
      disclosure controls and procedures as defined in Rule 13a15(e) of the
      Exchange Act.

    U.S
Securities and Exchange Comission

    December 19, 2008

    Page 2

    Company
Response:

    The
“Evaluation of Disclosure Controls and Procedures” discussion appearing in Item
9A(T) has been revised to eliminate the incomplete definition of disclosure
controls and procedures and to insert, in its place, “as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
as amended.”

    Further,
the discussion of disclosure controls and procedures has been revised to state
management’s conclusion that disclosure controls and procedures were effective
at December 31, 2007.  The original conclusion that disclosure
controls and procedures were not effective at December 31, 2007 was based on the
existence of two identified weaknesses: (1) a deficiency in segregation of
duties, and (2) a deficiency in treasury process controls.  Upon
further review of those weaknesses, management has determined that such
weaknesses constituted weaknesses in internal control over financial reporting
and not weaknesses in disclosure controls and
procedures.  Accordingly, the prior language that appeared as the
second paragraph under “Evaluation of Disclosure Controls and Procedures”
wherein the weaknesses were described and cited as the basis for concluding that
disclosure controls and procedures were not effective has been deleted and the
conclusion of management regarding the effectiveness of disclosure controls and
procedures has been revised to eliminate the statement that the same were “not
effective” and to replace that statement with a statement that disclosure
controls and procedures were effective.

    We
further note that the referenced weaknesses continue to be reflected as
weaknesses in internal control over financial reporting under “Management’s
Report on Internal Control Over Financial Reporting.”

    Acknowledgements

    The
Company hereby acknowledges that:

              ·

              the
      company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action respect to the filing;
      and

      U.S
Securities and Exchange Comission

      December 19, 2008

      Page 3

              ·

              the
      company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the Unites States.

    Please
address any comments or questions to the undersigned at the address set forth
above.

                  Sincerely,

                  John
      F. Terwilliger

                  President

                cc:

                James
      Jacobs

                Michael
      Sanders, Esq.

                Nelson
      Haight