SecProbe.io

April 27, 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.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed April 17, 2012
  File No. 333-180164

Dear Mr. Gelfand:

We have reviewed your ame nded registration statement a nd letter dated April 17, 2012,
and we have the following comments.  In some of our comments, we may ask you to provide us
with information so we may be tter 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.
 Amendment No. 1 to Registration Statement on Form S-1

 General

 1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose  on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:

Robert M. Gelfand
American Oil & Gas Inc. April 27, 2012 Page 2
 • describe how and when a company may lose emerging growth company
status;

• a brief description of the various exemp tions that are available to you, such as
exemptions from Section 14A(a) and (b ) of the Securities Exchange Act of
1934; and

• your election under Section 107(b) of the Act:

o if you have elected to opt out  of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is irrevocable; or

o if you have elected to use the extend ed transition period for complying
with new or revised accounting standa rds under Section 102(b) of the Act,
provide a risk factor e xplaining that this electi on allows you to delay the
adoption of new or revised accountin g standards that have different
effective dates for public and private companies until those standards apply to private companies.  Please state in your risk factor that, as a result
of this election, your financial stat ements may not be comparable to
companies that comply with public co mpany effective dates.  Include a
similar statement in your critical ac counting policy disc losures in MD&A.

Summary, page 3
 2. We note your response to comment 2 in our  letter dated April 12, 2012, and your new
disclosure at page 3 that “[d]ue to the higher price of crude oil and natural gas and
utilizing new technology to increase flow rates these wells can be reworked so that
production is profitable” (emphasis added).  Please  revise such statement to disclose any
uncertainty regarding the ability to  rework su ch wells so that producti on is profitable.  In
that regard, we note your risk  factor disclosure at page  7 that oil and natural gas
production activities are subject to numerous risks beyond your control, including the risk
that an existing well will not result in commercially viable o il or natural gas production.
 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.

Robert M. Gelfand
American Oil & Gas Inc. April 27, 2012 Page 3
             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

• 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