SecProbe.io

January 14, 2016

Shane Reeves
Chief Executive Officer
American Oil & Gas Inc.
6860 S. Yosemite Court, Suite 2000
Centennial, CO 80112

Re: American Oil & Gas Inc.
 Form 10-K for the Fiscal Year e nded January 31, 2015
Filed May 18, 2015
File No. 333 -180164

Dear Mr. Reeves :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not b elieve our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year ended January 31, 2015

Financial Statements

1. We note th at your financial statements are presented without  an audit opinion.  If your
financial statements have not been audit ed you should amend your filing  to clarify th e
unaudited status and to label all financial information accordingly.  In thi s instance , you
should also engage a PCAOB -registered auditor to audit your financial statements for all
periods and once this has been completed you should amend your filing to include
audited financial statements and an audit  opinion to comply with Rule 2 -02 and Rule 8 -
02 of Regulation S -X.  If your financial statements have been audited, you should amend
your filing to include the audit opinion to comply with the se requirements.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Shane  Reeves
American Oil & Gas Inc.
January 14, 2016
Page 2

 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 responding to our comment , please provide  a written statement from the company
acknowledging 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 with respect to the filing; and

 the comp any 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 United States.

You may contact Jenifer Gallagher, Staff Accountant, at (202) 551 -3706 or Kim Calder,
Assistant Chief Accountant, at (202) 551 -3701 if you have questions regarding comments on the
financial statements and related matters.   Please contact me at (202) 551 -3686 with any other
questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
       Branch Chief