SecProbe.io

October  25, 2012

Via Facsimile
Mr. Thomas Hynes
President, Treasure r, Chief Executive Officer,
Principal Financial Officer and Director
Freedom Petroleum Inc.
6025 South Quebec Street, Suite 100
Centennial, Colorado 80111

 Re: Freedom Petroleum Inc.
  Registration Statement on Form S -1
  Filed September 24, 2012
  File No. 333-184061

Dear Mr . Hynes :

We have reviewed your registration statement and have the following comments.  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 letter by amending your registration statement and providi ng 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 registration statement and th e information you
provide in response to these comments, we may have additional comments.

Form S -1

Prospectus summary, page 3

Emerging Growth Company,  page 5

1. We note your disclosure in this section.  Please also consider describing the extent to
which any of these exemptions are available to you as a Smaller Reporting Company.

Additionally, please supplementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act, that you , or anyone
authorized to do so on your behalf , present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not they retain copies of the
communications.   Similarly, please supplementally provide us with any research reports

Mr. Thomas Hynes
Freedom Petroleum Inc.
October 25, 2012
Page 2

 about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups
Act by any broker or dealer that is participating or will participate in your offerin g.

Use of Proceeds, page 15

2. Please explain your divergent G&A expenses, which we note vary considerably in your
proposed expenditures assuming you sell 25%, 50%, 75% or 100% of the securities
offered for sale in this offering.   It is not  clear , for ins tance, why your G&A expenses
will be lower if you sell 75% of your shares than if you sell 25% or 50%.

3. We note your disclosure that even if you are able to sell all of the securities being offered,
you will still require approximately $52,500 to cover you r anticipated expenses over the
next 12 months.  You then refer the reader to your discussion in “Management’s
Discussion and Analysis of Financial  Condition and Results of Operations .”  In this
regard, on page 28 you estimate your expenses over the next 1 2 months will be $253,500.
Please reconcile these divergent disclosures of your expenses over the next 12 months.
As part of this, please clarify the minimum amount of capital that you will require to
cover your offering expenses and your legal, accountin g, and general and administrative
expenses as a public company over the next 12 months; separate from the capital required
to complete the first phase of your exploration, and last, your second phase of
exploration.

Dilution of the Price You Pay for Y our Shares, page 16

Existing Stockholders If All Of The Shares Are Sold, page 16

4. Please provide the details of your calculation of “Net tangible book value per share
before offering” of $0.00085 .

Management’s Discussion and Analysis of Financial Conditi on an d Results of Operations,
page 28

5. Please expand Management’s Discussion and Analysis  to address the requirements of
Item 303(a) of Regulation S -K in terms of your financial condition, changes in your
financial condition, and results of operations.

6. Please explain the $30,000 in expenses to acquire additional properties over the next 12
months.

Management, page 32

7. Please provide the business experience during the pa st five years for your officer Nina
Bijedic.  See Item 401(e) of Regulation S -K.

Mr. Thomas Hynes
Freedom Petroleum Inc.
October 25, 2012
Page 3

 Exhibits

Exhibit 5.1

8. Please have counsel revise his opinion to opine that the shares “will be, when sold”
legally (or) validly issued, fully paid and non -assessable.  See Section II.B.1.a of Staff
Legal Bulletin No. 19, available at http://www.sec.gov/interps/legal/cfslb19.htm .

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 Securit ies 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 disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration 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 with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, 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 the 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 stat ement as confirmation
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 securities sp ecified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Thomas Hynes
Freedom Petroleum Inc.
October 25, 2012
Page 4

 You may contact Jenifer O’Brien  at (202) 551 -3721  or Ethan Horowitz, Accounting
Branch Chief,  at (202) 551 -3311  if you have questions regarding comments on the financial
statements and related matters .  Please contact Kevin Dougherty at (202) 551 -3271, or in his
absence, the undersigned at (202) 551 -3745  with any questions.

        Sincerely,

        /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc: Via Facsimile
 Scott Olson, Esq.