SecProbe.io

April 12, 2012
  Via E-mail

Robert M. Gelfand President American Oil & Gas Inc.
601 West Broadway, Suite 400
Vancouver, BC V5Z 4C2 Canada
Re: American Oil & Gas Inc.
Registration Statement on Form S-1  Filed March 16, 2012
  File No. 333-180164

Dear Mr. Gelfand:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1

 Prospectus Cover Page

 1. Please clarify your statement on your cover page  that “[a]t that time, the funds will be
transferred to [y]our business account for us e in the implementation of [y]our business
plan,” as it is not clear fro m your disclosure whether you are referring to the time after
which all the shares are sold and all proceeds are received.

Robert M. Gelfand
American Oil & Gas Inc. April 12, 2012 Page 2
 Summary, page 2

 2. Please revise your disclosure to describe what  is meant by the “reac tivation” of oil and
gas properties.
Risk Factors, page 3

 3. We note your disclosure at page  4 that your sole officer a nd director lives outside the
United States.  Please add risk factor disclosure  regarding any material  risks related to his
distance from your oil and gas lease in Caddo Parrish, Louisian a.  Such disclosure should
identify the country in which he maintains residence.
4. We note your disclosure at pa ge 7 that “most of the risk s will be the burden of the
operator.”  To the extent you retain this st atement, please provide the basis for this
statement.  In that regard, we note that such  statement does not appear to be consistent
with the terms of your filed operating agreement.
 Description of Securities, page 15

 5. Please disclose the impact of Section 6.08 of your by-laws on the rights of your
shareholders.
 Where You Can Find More Information, page 25

6. Please provide the basis for the statement that  you are considered a “voluntary filer” and
for the statement that you are not obligated to file any periodic  reports under the
Exchange Act.  In that regard, we note your obligations under Section 15(d) of the
Exchange Act once the registration statement becomes effective.
 Plan of Operation, page 26

 7. We note the statements at page 27 regard ing your projected revenue from the Cecil
Barlow #1.  Given that you do not have proved reserves, it does not appear appropriate to
make statements regarding production or revenu es.   Either revise your filing to remove
those statements or provide us with your basi s for such projections.  For example, provide
the basis for your suggestion that  the well will produce 2 or 3 barrels of oil every day for
the course of a year.  If you retain such statements, please also reflect the royalty
payments due on any such production.
 Undertakings, page II-4

 8. Please revise the undertaking that you have provided at page II-6 regarding
indemnification to reflect the language re quired by Item 512(h) of Regulation S-K.

Robert M. Gelfand
American Oil & Gas Inc. April 12, 2012 Page 3

Exhibits

 9. We note your reference at page 14 to a subscripti on agreement.  Please file a form of such
agreement as an exhibit to your filing.  See Item 601(b)(10) of Regulation S-K.
 Exhibit 5.1

 10. Please obtain and file a revised consent th at references the co rrect section in the
registration statement to which counsel is c onsenting to be named.  In that regard, we
note that the consent provided references the section captioned “L egal Matters” in the
registration statement, but we were not  able to locate any such section.
 Exhibit 10.1

 11. Please re-file Exhibit 10.1 in a form that is legible.
 Exhibit 23.2

12. Please obtain and file a revised consent from  your auditor that references use of their
name under the heading as an “expert” as  required by Rule 436 of the Securities
Exchange Act of 1933.
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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


Robert M. Gelfand
American Oil & Gas Inc. April 12, 2012 Page 4
 • the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact John Cannarella  at (202) 551-3337 or Karl Hiller, Branch Chief, at
(202) 551-3686 if you have questions regardi ng comments on the financial statements and
related matters.  Please contac t Sirimal R. Mukerjee at (202) 551-3340, or in his absence, Laura
Nicholson at (202) 551-3584 or me at (202) 551-3740 with any other questions.

Sincerely,
  /s/H. Roger Schwall
H. Roger Schwall Assistant Director
  cc: Via E-mail

Kevin M. Murphy