United States securities and exchange commission logo





                             April 5, 2022

       William R. Broaddrick
       Chief Financial Officer
       Circle Energy, Inc.
       8211 E Regal Place
       Tulsa, OK 74133

                                                        Re: Circle Energy, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 9, 2022
                                                            File No. 333-263384

       Dear Mr. Broaddrick:

              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 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.

       Registration Statement on Form S-1

       General

   1.                                                   You disclose that you
are a newly incorporated Nevada company formed for the purpose
                                                        of acquiring oil and
gas companies, projects, or properties and partnering with an
                                                        established management
team in the oil and gas industry. It appears you have no revenues
                                                        and nominal assets and
that therefore you are a shell company as defined in Rule 405 of
                                                        the Securities Act of
1933. Please disclose on the cover page and in the description of
                                                        business section that
you are a shell company and add risk factor disclosure highlighting
                                                        the consequences of
your shell company status. Discuss the prohibition on the use of Form
                                                        S-8 by shell companies,
enhanced reporting requirements imposed on shell companies,
                                                        and the conditions that
must be satisfied before restricted and control securities may be
                                                        resold in reliance on
Rule 144. Additionally, it appears based on your business description
 William R. Broaddrick
FirstName   LastNameWilliam R. Broaddrick
Circle Energy,  Inc.
Comapany
April       NameCircle Energy, Inc.
       5, 2022
April 25, 2022 Page 2
Page
FirstName LastName
         that you may be a "blank check" company under paragraph (a)(2) of Rule
419 of the
         Securities Act. Please revise to provide similar disclosure regarding
your status as
         a blank check company and, in an appropriate place in your filing,
provide details
         regarding compliance with Rule 419 in connection with any offering of
your securities. If
         you do not believe that you are a shell company or a blank check
company, please provide
         us with your legal analysis.
Risk Factors, page 5

2.       We note your discussion of risks related to the oil and gas industry
beginning on page 9.
         Consider the impact of the import ban on energy from Russia, the
corresponding export
         ban from Russia and the overall increase in commodity prices on your
proposed business.
         Include risk factor disclosure, as appropriate, regarding the
potential impact on your
         proposed business.
Proposed Business, page 15

3.       We note the bullet point list of management experience beginning on
page 15. Clearly
         describe the relevant experience you are referencing in this list. As
examples, provide
         specific additional detail regarding your management's experience in
negotiating
         transactions favorable to investors, executing transactions in
multiple geographies and
         under varying economic and financial market conditions, and accessing
the capital
         markets, including financing businesses and helping companies
transition to public
         ownership.
Management, page 17

4.       Please provide expanded disclosure regarding the approximately $1
billion arranged and
         raised by Mr. Rochford. Clarify Mr. Rochford's roles, the capacities
in which he
         served and the dates of service at Ring Energy, Inc. Also, clarify
when Mr. Broaddrick
         resigned from Ring Energy, Inc. as part of the headquarters relocation
and company
         leadership changes.
Principal Shareholders, page 20

5.       Please remove the statement in footnote 1 that the disclosure in this
section "is believed to
         be accurate" or advise. It is unclear why you have qualified the
disclosure with
         this statement given that the table is based upon information supplied
by management.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 William R. Broaddrick
Circle Energy, Inc.
April 5, 2022
Page 3

        You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng
at 202-551-
3457 with any other questions.



                                                        Sincerely,
FirstName LastNameWilliam R. Broaddrick
                                                        Division of Corporation
Finance
Comapany NameCircle Energy, Inc.
                                                        Office of Real Estate &
Construction
April 5, 2022 Page 3
cc:       Ronald N. Vance, Esq.
FirstName LastName