August 14, 2019

Fred W. Wagenhals
President and Chief Executive Officer
Ammo, Inc.
7681 East Gray Road
Scottsdale, Arizona 85260

       Re: Ammo, Inc.
           Amendment No. 3 to Registration Statement on Form S-1
           Filed July 18, 2019
           File No. 333-226087

Dear Mr. Wagenhals:

      We have reviewed your amended 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 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 registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our February 4,
2019 letter.

Form S-1/A filed July 18, 2019

General, page 1

1.     Please provide updated financial statements and related disclosures for
your most recent
       interim period in your next amendment. Refer to Rule 8-08 of Regulation
S-X for
       guidance.
2.     Please provide an updated auditors' consent in your next amendment.
3.     We note your response to prior comment 1 of our letter dated February 4,
2019, including
       the filing of historical and pro forma financial statements related to
your acquisitions of
       SWK and Jagemann Stamping Company on Forms 8-K and 8-K/A to comply with
Rules
       8-04 and 8-05 of Regulation S-X under the Exchange Act. In order for
your current
 Fred W. Wagenhals
Ammo, Inc.
August 14, 2019
Page 2
         registration statement on Form S-1 to comply with Rules 8-04 and 8-05
of Regulation S-X
         under the Securities Act, please address the following:
           Revise your Form S-1 to specifically incorporate by reference each
Form 8-K and/or
             8-K/A that includes the previously filed historical financial
statements of SWK and
             Jagemann Stamping Company as required by Rule 8-04 of Regulation
S-X and Item
             12 of Form S-1. Due to your inclusion of audit reports for SWK and
Jagemann
             Stamping Company in your filing, revise your Form S-1 to also
include additional
             auditors' consents as exihibits.
           Revise your Form S-1 to provide an updated pro forma statement of
operations for the
             year ended March 31, 2019 as required by Rule 8-05 of Regulation
S-X. The pro
             forma statement of operations should reflect both significant
acquisitions as if they
             occurred on April 1, 2018. At a minimum, the pro forma statement
of operations
             should include pro adjustments to reflect: additional amortization
expense for acquired
             intangible assets; additional depreciation expense for equipment
acquired at fair value;
             and additional interest expense related to the note payable used
to fund the Jagemann
             acquisition. Be advised since both acquisitions are reflected in
your most recent
             historical balance sheet, an updated pro forma balance sheet is
not required.
4.       To the extent applicable, please address our comments on your current
registration
         statement on Form S-1 in your exchange act filings.
5.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If this provision does not apply to actions
arising under the
         Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
         the governing documents states this clearly, or tell us how you will
inform investors in
         future filings that the provision does not apply to any actions
arising under the Securities
         Act or Exchange Act.
Business
Intellectual Property, page 40
FirstName LastNameFred W. Wagenhals
Comapany NameAmmo, Inc. disclosure regarding the duration of the intellectual
property that
6.      Please revise to include
Augustyou hold. Page 2 refer to Item 101(h)(vii) of Regulation S-K.
         14, 2019 Please
FirstName LastName
 Fred W. Wagenhals
FirstName LastNameFred W. Wagenhals
Ammo, Inc.
Comapany NameAmmo, Inc.
August 14, 2019
August 14, 2019 Page 3
Page 3
FirstName LastName
Consolidated Financial Statements
Note 10 - Acquisitions, page 79

7.       We note your disclosures related to the purchase price allocation for
SWK. Based on
         prior disclosures in your 12/31/18 Form 10-Q and Form 8-K/A, it
appears your initial
         accounting for this acquisition was provisional and has been
subsequently and
         appropriately revised. Please revise note 10 to provide the
disclosures required by ASC
         805-10-50-4A, including the nature and amount of the measurement
period adjustment
         you recognized during the reporting period.
8.       We note your disclosures related to the purchase price allocation for
Jagemann Stamping
         Company. Based on prior disclosures in your Form 8-K/A, please revise
note 10 to
         address the following:
           Based on Jagemann Stamping Company's historical financial
statements, it is not clear
            to us why your purchase price allocation does not include any of
the other historical
            assets and liabilities of Jagemann, except equipment. More fully
explain what you
            actually acquired and why all the historical assets and liabilities
of Jagemann are
            not recorded at their fair values.
           It is not clear to us what the loss on purchase represents or how
you determined
            recording a loss on purchase complies with ASC 805. More fully
explain how you
            determined the fair values of the intangible assets you recorded
and adjust your
            purchase price allocation to comply with ASC 805.
9.       We note numerous references to your reliance on third party valuation
firms in connection
         with determining the fair values of assets you recorded. Please
clarify/revise your
         disclosures or explain to us what consideration you have given to
filing consents from the
         third party valuation firms as exhibits to your registration statement
on Form S-1 as
         required by Section 7 of the Securities Act and Securities Act Rule
436.


        You may contact Kevin Stertzel, Staff Accountant, at (202) 551-3723 or
Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sergio Chinos,
Staff Attorney, at
(202) 551-7844 or Amanda Ravitz, Assistant Director, at (202) 551-2412 with any
other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing and
                                                              Construction
cc:      Jon S. Cohen