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                           February 1, 2023

       Robert Wiley
       Chief Financial Officer
       AMMO, INC.
       7681 E. Gray Road
       Scottsdale, AZ 85260

                                                        Re: AMMO, INC.
                                                            Form 10-K for the
fiscal year ended March 31, 2022
                                                            Filed June 29, 2022
                                                            Form 8-K
                                                            Filed June 29, 2022
                                                            File No. 001-13101

       Dear Robert Wiley:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

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

       Form 8-K filed on June 29, 2022

       Exhibit 99.1
       Non-GAAP Financial Measures, page 7

   1.                                                   We note you present a
non-GAAP performance measure you identify as Adjusted Net
                                                        Income that adds back
historical tax expenses and does not include an adjustment for the
                                                        tax impact of all the
other non-GAAP adjustments. Please be advised non-GAAP
                                                        Adjusted Net Income
measures are required to reflect current and deferred tax expenses
                                                        commensurate with the
non-GAAP measure of profitability. Please explain to us why you
                                                        believe the non-GAAP
performance measure you present is appropriate or tell us how you
                                                        intend to revise it.
Please specifically address how you considered the guidance in
                                                        Question 102.11 of the
Non-GAAP Financial Measures Compliance & Disclosure
                                                        Interpretations, as
updated December 13, 2022.
 Robert Wiley
FirstName LastNameRobert Wiley
AMMO, INC.
Comapany1,NameAMMO,
February   2023       INC.
February
Page 2 1, 2023 Page 2
FirstName LastName
Form 10-K for the fiscal year ended March 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 33

2.       You disclose as a result of regulations imposed by the Federal
Government for sales of
         ammunition to non-government U.S. entities, you charge and collect an
11% excise tax
         for all products sold into those channels and you record excise taxes
through net sales and
         the offsetting tax expense to cost of goods sold. Based on your
disclosure, excise taxes
         appear to represent a pass-through cost with no net impact on your
results of operations
         and appear to be a normal recurring cash operating expense. Based on
your accounting
         for and presentation of excise taxes in your financial statements, it
is not clear why you
         believe it is appropriate to present a non-GAAP performance measure,
that you identify
         as Adjusted EBITDA, that adds back the expense component associated
with excise taxes
         but continues to include the revenue component associated with excise
taxes. Please
         explain to us how and why you believe the non-GAAP performance measure
you present
         is meaningful and appropriate or tell us how you intend to revise it.
Please specifically
         address how you considered the guidance in Questions 100.01 and 100.03
of the Non-
         GAAP Financial Measures Compliance & Disclosure Interpretations, as
updated
         December 13, 2022. This comment is also applicable to your
presentations of this
         measure in Form 10-Qs and earnings releases filed under Form 8-Ks.
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Goodwill, page F-8

3.       Please revise your financial statements in future filings to disclose
the amount of goodwill
         allocated to each reportable segment as required by ASC 350-20-50-1.
In addition, we
         note subsequent to your acquisition of Gemini your stock price, market
capitalization, and
         operating results have declined and your net book value currently
exceeds your market
         capitalization; however, we noted no revisions to your disclosures
related to goodwill
         under critical accounting estimates in MD&A in subsequent quarterly
filings that address
         these factors. Please revise future filings to address if and how
declines in your stock
         price, market capitalization, and operating results impact your
determination to test
         goodwill for impairment as of an interim date and, if not, explain why
not. Please also
         revise future filings to explain if and how you consider market
capitalization in
         determining the estimated fair values of reporting units. Refer to ASC
350-20-35-3C,
         ASC 350-20-35-22 to 24, and ASC 350-20-35-30.
Revenue Recognition, page F-10

4.       Please address the following:
             In regard to marketplace revenue, more fully explain to us, and
revise future filings to
             clarify, the specific nature of each performance obligation and
when and how each
 Robert Wiley
AMMO, INC.
February 1, 2023
Page 3
              performance obligation is satisfied and revenue is recognized.
Refer to ASC 606-10-
              50-12.
                In regard to excise taxes, we note you do not use the policy
election permitted by
              ASC 606-10-32-2A and record excise taxes through net sales and
the offsetting tax
              expense to cost of goods sold. We also note you disclose in MD&A
that excise taxes
              are imposed by the Federal Government for sales of ammunition.
More fully explain
              to us how the excise taxes you are subject to are assessed and
how you determined
              recording excise taxes on a gross basis, through net sales and
cost of goods sold, is
              appropriate. Specifically address how you considered the guidance
in ASC 606-10-
              32-2 and Question #27 of the FASB Revenue Recognition
Implementation Q&As.
                To the extent applicable, revise future filings to disclose the
amount of excise taxes
              included in revenue during each period presented.

       In closing, 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.

      You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at
(202) 551-
3709 with any questions.



FirstName LastNameRobert Wiley                                 Sincerely,
Comapany NameAMMO, INC.
                                                               Division of
Corporation Finance
February 1, 2023 Page 3                                        Office of
Manufacturing
FirstName LastName