SecProbe.io

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 May 13, 2025

Brian Johnston
Chief Executive Officer
NFiniTi Inc.
80 W. Liberty Street, Suite 880
Reno, Nevada 89501

 Re: NFiniTi Inc.
 Preliminary Information Statement on Schedule 14C
 Filed February 28, 2025
 File No. 333-180164
Dear Brian Johnston:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Thomas E. Puzzo, Esq.
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CORRESP
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 nftn_corresp.htm Securities and Exchange Commission Page 1 of 2 May 2 , 2025 Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 E-mail: tpuzzo@puzzolaw.com May 2 , 2025 VIA EDGAR Office of Energy and Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: NFiniTi Inc. Preliminary Information Statement on Schedule 14C Filed February 28, 2025 File No. 333-180164 Dear Sir or Madam: On behalf of our client, NFiniTi Inc. , Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated April 29 , 2025, with respect to the above referenced Preliminary Information Statement on Schedule 14C . The text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response . Please note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 3 to Preliminary Information Statement on Schedule 14C , filed with the Commission on May 2 , 2025 . Response dated April 21, 2025 General 1. We note your response to prior comment 1. We also note that your information statement discloses that immediately prior to the consummation of the Share Exchange Agreement, your Articles of Incorporation authorized only 450,000,000 shares of common stock and 120,000,000 shares were already issued and outstanding, leaving 330,000,000 shares authorized to issue to Summit Consumer Products, which is an insufficient number of shares to complete the issuance of all 15,788,578,500 shares under the terms and conditions of the Share Exchange Agreement, and that the reverse stock split will have the effect of creating newly available authorized shares of common stock to complete the transactions contemplated by the Share Exchange Agreement. Additionally, we note you have incorporated by reference the information required by Items 13 and 14 of Schedule 14A. As you appear ineligible to use Form S-3, please revise your information statement to include the information required by Items 13 and 14 of Schedule 14A or provide us with a detailed legal analysis explaining why you believe you are not required to provide some or all of this information. In that regard we note the information required by Item 13(a) may be incorporated by reference to the same extent as would be permitted by Form S-3 and the information required by Item 14 information may be incorporated by reference to the same extent as would be permitted by Form S-4 pursuant to Item 14(e)(1) to Schedule 14A and Form S-4 allows incorporation by reference where a company meets the requirements of Form S-3. Securities and Exchange Commission Page 2 of 2 May 2 , 2025 Company response : The Company has included the information required by Item 14 of Schedule 14A on pages 10 to 14 of the Schedule 14C , and the information required by Item 13 of Schedule 14A as Appendix C and Appendix D to Schedule 14C. 2. We note your response to prior comment 2 and reissue the comment. As the transactions contemplated by the Share Exchange Agreement relate to an acquisition that will not be completed until the reverse stock split is approved, please explain the basis for coding your submission as "PRE14C" rather than "PREM14C." Company response : The Share Exchange Agreement is closed and no stockholder approval was required . PRE14C is the code required for a n amendment to Articles of Incorporation related to a name change and a reverse stock split. Please contact the undersigned with any questions or comments. Very truly yours , LAW OFFICES OF THOMAS E. PUZZO, PLLC /s/ Thomas E. Puzzo Thomas E. Puzzo cc: Brian Johnston Michael Noble Neville Joanes

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<TEXT>
 April 29, 2025

Brian Johnston
Chief Executive Officer
NFiniTi Inc.
80 W. Liberty Street, Suite 880
Reno, Nevada 89501

 Re: NFiniTi Inc.
 Preliminary Information Statement on Schedule 14C
 Response dated April 21, 2025
 File No. 333-180164
Dear Brian Johnston:

 We have reviewed your April 21, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 10,
2025 letter.

Response dated April 21, 2025
General

1. We note your response to prior comment 1. We also note that your
information
 statement discloses that immediately prior to the consummation of the
Share
 Exchange Agreement, your Articles of Incorporation authorized only
450,000,000
 shares of common stock and 120,000,000 shares were already issued and
outstanding,
 leaving 330,000,000 shares authorized to issue to Summit Consumer
Products, which
 is an insufficient number of shares to complete the issuance of all
15,788,578,500
 shares under the terms and conditions of the Share Exchange Agreement,
and that the
 reverse stock split will have the effect of creating newly available
authorized shares of
 common stock to complete the transactions contemplated by the Share
Exchange
 Agreement. Additionally, we note you have incorporated by reference the
information
 required by Items 13 and 14 of Schedule 14A. As you appear ineligible to
use Form
 April 29, 2025
Page 2

 S-3, please revise your information statement to include the information
required by
 Items 13 and 14 of Schedule 14A or provide us with a detailed legal
analysis
 explaining why you believe you are not required to provide some or all
of this
 information. In that regard we note the information required by Item
13(a) may be
 incorporated by reference to the same extent as would be permitted by
Form S-3 and
 the information required by Item 14 information may be incorporated by
reference to
 the same extent as would be permitted by Form S-4 pursuant to Item
14(e)(1) to
 Schedule14A and Form S-4 allows incorporation by reference where a
company
 meets the requirements of Form S-3.
2. We note your response to prior comment 2 and reissue the comment. As the
 transactions contemplated by the Share Exchange Agreement relate to an
acquisition
 that will not be completed until the reverse stock split is approved,
please explain the
 basis for coding your submission as "PRE14C" rather than "PREM14C."

 Please contact Claudia Rios at 202-551-8770 or Karina Dorin at
202-551-3763 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Thomas E. Puzzo, Esq.
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CORRESP
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 nftn_corresp.htm Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 E-mail: tpuzzo@puzzolaw.com April 21, 2025 VIA EDGAR Office of Energy and Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: NFiniTi Inc. Preliminary Information Statement on Schedule 14C Filed February 28, 2025 File No. 333-180164 Dear Sir or Madam: On behalf of our client, NFiniTi Inc., Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated April 10, 2025, with respect to the above referenced Preliminary Information Statement on Schedule 14C. The text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response. Please note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 2 to Preliminary Information Statement on Schedule 14C, filed with the Commission on April 3, 2025. Amendment No. 2 to Preliminary Information Statement on Schedule 14C General 1. Your revised disclosures indicate that the purpose of Proposal 1 is to increase the number of authorized shares to complete the transactions contemplated by the Share Exchange Agreement. Please revise your information statement to include the information required by Items 13 and 14 of Schedule 14A. Refer to Note A to Schedule 14A and Item 1 of Schedule 14C. Alternatively, provide us with a detailed legal analysis explaining why you believe you are not required to provide some or all of this information. Company response : The Company notes that Proposal 1 is not an increase in the authorized number of shares. Proposal 1 is the 500:1 reverse stock split would, which under the terms of the Share Exchange Agreement, means that the number of shares issuable to Summit Consumer Products Inc. would decrease, after the reverse stock split, to 31,577,1557 (15,788,578,500 / 500 = 31,577,1557). No stockholder vote was required under Nevada law in order to enter into the Share Exchange Agreement referenced in the Schedule 14C. To the extent that financial information would have been required in the Schedule 14C, and/or required by Items 13 and 14 of Schedule 14A, the Company disclosed all financial information in Exhibits 99.1 and 99.2 to Current Report on Form 8-K filed with the Commission on February 13, 2025, and incorporated such financial information by reference into the Schedule 14C, as disclosed on page 10 of the Schedule 14C. Proposal 1 1 Securities and Exchange Commission Page 2 of 2 April 21, 2025 2. Since this filing relates to a contemplated acquisition, please disclose the considerations taken into account for filing under Form PREM14C. Company response : on February 13, 2025, the Company closed the Share Exchange Agreement and as disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2025. The closing of the Share Exchange Agreement included issuing 330,000,000 shares of common stock of the Company, amounting to voting control of the Company, to Summit Consumer Products Inc. The Company complied with the filing requirements applicable to shell companies under Form 8-K. Because no stockholder vote was required, and no proxy or consent solicited of stockholders of the Company, in connection with the Share Exchange Agreement disclosed in the referenced Form 8-K, the Company concluded that Schedule 14C did not apply. Please contact the undersigned with any questions or comments. Very truly yours, LAW OFFICES OF THOMAS E. PUZZO, PLLC /s/ Thomas E. Puzzo Thomas E. Puzzo cc: Brian Johnston Michael Noble Neville Joanes 2

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 April 10, 2025

Brian Johnston
Chief Executive Officer
NFiniTi Inc.
80 W. Liberty Street, Suite 880
Reno, Nevada 89501

 Re: NFiniTi Inc.
 Amendment No. 2 to Preliminary Information Statement on Schedule
14C
 Filed April 3, 2025
 File No. 333-180164
Dear Brian Johnston:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Amendment No. 2 to Preliminary Information Statement on Schedule 14C
General

1. Your revised disclosures indicate that the purpose of Proposal 1 is to
increase the
 number of authorized shares to complete the transactions contemplated by
the Share
 Exchange Agreement. Please revise your information statement to include
the
 information required by Items 13 and 14 of Schedule 14A. Refer to Note A
to
 Schedule 14A and Item 1 of Schedule 14C. Alternatively, provide us with
a detailed
 legal analysis explaining why you believe you are not required to
provide some or all
 of this information.
2. Since this filing relates to a contemplated acquisition, please disclose
the
 considerations taken into account for filing under Form PREM14C.
 April 10, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Claudia Rios at 202-551-8770 or Karina Dorin at
202-551-3763 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Thomas E. Puzzo, Esq.
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CORRESP
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 nftn_corresp.htm Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 E-mail: tpuzzo@puzzolaw.com April 3, 2025 VIA EDGAR Office of Energy and Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: NFiniTi Inc. Preliminary Information Statement on Schedule 14C Filed February 28, 2025 File No. 333-180164 Dear Sir or Madam: On behalf of our client, NFiniTi Inc., Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated March 17, 2025, with respect to the above referenced Preliminary Information Statement on Schedule 14C. The text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response. Please note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 2 to Preliminary Information Statement on Schedule 14C, filed concurrently with the submission of this letter in response to the Staff’s comments. Preliminary Information Statement on Schedule 14C General 1. We note you disclose on page 3 that Summit Consumer Products Inc. owns 330,000,000, or 73.3%, of your issued and outstanding shares. However, we also note that Summit Consumer Products Inc. is not included as a beneficial owner of common shares in your beneficial ownership table. Please revise or advise. Company response : The Company has amend the beneficial ownership table on page 3 to add Summit Consumer Products. 2. We note your articles of incorporation authorize the issuance of 450,000,000 shares of capital stock and you disclose that as of February 28, 2024 there were 450,000,000 shares issued and outstanding. Please revise to explain in detail how you determined beneficial ownership for each individual in your beneficial ownership table. In that regard, we note your beneficial ownership table reflects that six individuals beneficially own shares that exceed your authorized stock and the Form 8-K filed on February 13, 2025 discloses that you offered, sold and issued 15,788,578,500 shares of common stock in the reverse acquisition of Artisan Beverages. Company response : The Company has added three paragraphs of disclosure under the heading “Security Ownership of Certain Beneficial Owners and Management” and revised the beneficial ownership table on page 3. Securities and Exchange Commission Page 2 of 2 April 3, 2025 Please contact the undersigned with any questions or comments. Very truly yours, LAW OFFICES OF THOMAS E. PUZZO, PLLC /s/ Thomas E. Puzzo Thomas E. Puzzo cc: Brian Johnston Michael Noble

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 March 17, 2025

Brian Johnston
Chief Executive Officer
NFiniTi Inc.
80 W. Liberty Street, Suite 880
Reno, Nevada 89501

 Re: NFiniTi Inc.
 Preliminary Information Statement on Schedule 14C
 Filed February 28, 2025
 File No. 333-180164
Dear Brian Johnston:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Preliminary Information Statement on Schedule 14C
General

1. We note you disclose on page 3 that Summit Consumer Products Inc. owns
 330,000,000, or 73.3%, of your issued and outstanding shares. However,
we also note
 that Summit Consumer Products Inc. is not included as a beneficial owner
of common
 shares in your beneficial ownership table. Please revise or advise.
2. We note your articles of incorporation authorize the issuance of
450,000,000 shares of
 capital stock and you disclose that as of February 28, 2024 there were
450,000,000
 shares issued and outstanding. Please revise to explain in detail how
you determined
 beneficial ownership for each individual in your beneficial ownership
table. In that
 regard, we note your beneficial ownership table reflects that six
individuals
 beneficially own shares that exceed your authorized stock and the Form
8-K filed on
 February 13, 2025 discloses that you offered, sold and issued
15,788,578,500 shares
 of common stock in the reverse acquisition of Artisan Beverages.
 March 17, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Claudia Rios at 202-551-8770 or Karina Dorin at
202-551-3763 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Thomas E. Puzzo, Esq.
</TEXT>
</DOCUMENT>

Mail Stop 4628
March 23 , 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 ended January 31, 2015
Filed May 18, 2015
File No. 333 -180164

Dear Mr. Reeves :

 We issued a comment  on th e above captioned filing on January 14, 2016 .  On  March 8,
2016 , we issued a follow -up letter informing you that this comment  remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.

 As you have not provided a substantive response, we are term inating our review and will
take further steps as we deem appropriate.  These steps include releasing publicly, through the
agency’s EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff’s  decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.

Please contact Jenifer Gallagher at (202) 551 -3706 or Karl Hiller, Branch Chief at (202)
551-3686 with any questions.

         Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief
        Office of Natural Resources

March 8, 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 ended January 31, 2015
Filed May 18, 2015
File No. 333 -180164

Dear Mr. Reeves :

 We issued a comment  to you on the  above captioned filing on January 14, 2016 .  As of
the date of this letter, this comment  remain s outstanding and unresolved.  We expect you to
provide a complet e, substantive response to this comment  by March 22, 2016 .

 If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resol ve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of you r filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

 Please contact Jenifer Gallagher at (202) 551 -3706  or me at (202) 551 -3686  with any
questions.

         Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

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

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<TEXT>
                             AMERICAN OIL & GAS INC.
                          Suite 400 - 601 West Broadway
                              Vancouver, BC V5Z 4C2
                            americanoilngas@gmail.com
                       Telephone & Facsimile (888)609-1173
--------------------------------------------------------------------------------

                                                                    May 31, 2012

Mr. H. Roger Schwall, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

Re:  American Oil & Gas Inc.
     Amendment No. 3 to Registration Statement on Form S-1
     Filed May 21, 2012
     File No. 333-180164

Dear Mr. Schwall:

This letter shall serve as the request of American Oil & Gas Inc., pursuant to
Rule 461, to accelerate the effectiveness of the above-referenced Registration
Statement to Monday, June 4, 2012, 4:30PM EST, or the soonest practicable date
thereafter.

The Company further acknowledges the following:

     *    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 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 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.

Sincerely,

/s/ Robert Gelfand
---------------------------------
Robert Gelfand
President & Director
</TEXT>
</DOCUMENT>

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

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