SecProbe.io

May 21, 2012
 Via E-mail

Dean Huge Chief Financial Officer   Norman Cay Development, Inc.
2817 NE 32 Street, #201
Fort Lauderdale, FL 33306
Re: Norman Cay Development, Inc.
 Form 10-Q/A for the quarter ended January 31, 2012  Filed on May 11, 2012  Form 8-K/A dated January 23, 2012  Filed on May 11, 2012  Response letter dated May 11, 2012
File No. 333-167284

Dear Mr. Huge:
 We have reviewed your filings and res ponse letter dated May 11, 2012 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to our comments, we ma y have additional comments.
 Form 8-K/A filed May 11, 2012

 Item 1. Business

1. We note your responses to comments 2 and 3 fr om our letter dated April 4, 2012.  Please
disclose your responses in the Form 8-K.
 Adom Option Agreement, page 6

2. Please disclose that Xtra-Gold Explorati on Limited paid $15,000 to Adom Mining Ltd.
upon entering into the option agreement in October 2005.

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 2

 3. Please disclose that the option agreement was amended on October 19, 2006 to reflect the
reduction of the size of th e licensed area from 39.65 km
2 to 20.60 km2 due to the fact that
the Minister reduced the size of the licensed area when it re newed the license in July
2006.  Please file this letter from the Minister  as an exhibit and e xplain why the size of
the license area was reduced by almost half.
 Option Assignment Agreement, page 7

4. Please disclose why Xtra Gold Exploration Limited did not apply until April 4, 2012 for
formal approval of the assignment of option ri ghts relating to Edum Banso Concession to
Discovery Gold Ghana Limited when the Assignment Option Agreement was entered into on August 27, 2011.  Disclose that the letter dated May 4, 2012 was from the Legal
Committee of the Minerals Commission and stated only the following:

 It acknowledged receipt of the appl ication and accompanying documents;
 It stated that it had reviewed the a pplication “and will make the appropriate
recommendation to the Minister;” and
 It noted that consideration for the tr ansfer of option rights is $10,000 payable
immediately to the Minerals Commission.

Disclose, if true, that fina l approval is conditioned upon consent to the assignment by the
Minister and payment by Discovery Gold Ghana of $10,000.  Disclose whether the
Minister has approved the assignment of th e option and whether Discovery Gold Ghana
has paid the $10,000 fee.  Discuss whether the assignment of the option rights was legally
effective and enforceable prior to receiving approval from the Minister and paying the
$10,000 fee.

5. Furthermore, please clarify the payment and other material terms of the Option
Assignment Agreement.  In this regar d, disclose the payment of $125,000 cash and
issuance of a note for $135,000 by Discovery Gold Ghana.  Disclose that the filing of the Option Assignment Agreement with the G overnment of Ghana was conditioned upon
payment of the note.  Clarify that the issuance of 5,000 shares of common stock of
Discovery Gold Ghana was intended to repr esent 5.71% of Norman Cay Development,
Inc. upon the acquisition of Discovery Gold Ghana by Norman Cay Development.  Disclose the conditions to the effectiven ess of the Option Assignment Agreement,
including the receipt of all regulatory approvals in Ghan a, the U.S.A., and Canada
including approval from the Mi nister of Mines and the TSX Exchange, if applicable.
Disclose when all conditions were either met or waived.
 Exhibits

6. Please file the January 24, 2010 addendum to the option agreement between Xtra Gold
Exploration Limited and Ad om Mining Company Limited.

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 3

 Form 10-Q/A filed on May 11, 2012

 Financial Statements

 2.(h) Mineral Property Costs, page 9

7. It appears from your response to comment 13 of our letter dated April 4, 2012 that you
plan to use a cost recovery method  to recognize revenue from the sales of your Edum
Banso prospecting rights.  Please expand your accounting policy disclosure to specify the
revenue recognition method you plan to apply to your Edum Banso prospecting rights
and explain the rationa le for your choice.
 3. Acquisition of Discovery Gold Ghana Ltd.

8. We have considered your response to comme nt 12 of our letter dated April 4, 2012 along
with your responses to comments 1 and 5 of that letter.  We note the following:
 Discovery Gold Ghana Limited (DGGL) was incorporated on April 7, 2011,
 Discovery Gold Ghana Limited had limited transactions prior to its acquisition by
Norman Cay Development, Inc.  These tran sactions were limited to issuing shares
and acquiring the Edum Banso prospecti ng rights and the op tion from Xtra-Gold
Resources,
 Norman Cay Development announced on July  14, 2011 that it had signed a letter
of intent to acquire DGGL, which held “an exclusive option … with rights to
acquire, explore and develop the Edum Ba nso gold project in the Western Region
of Ghana,”
 The transaction to acquire Adom Mining Ltd.’s  Edum Banso prospecting rights
was structured into two transactions (that of August 27, 2011 and of September 2,
2011) because Norman Cay Development, Inc., a Nevada corporation, is not
permitted to directly hold a Ghanaian  prospecting license and the option,
 The August 27, 2011 transaction between Xtra-Gold Resources and Discovery
Gold Ghana Limited (DGGL) transferred the asset in an arm’s-length transaction
between willing parties and reflects the then current amount at which the asset
could be and was indeed bought and sold,
 Section 2.2.2 of the of the executed Agr eement for Assignment of Option Interest
among Xtra-Gold Resources Corp., Discove ry Gold Ghana Limited and other
parties explicitly contemplates Xtra-Gol d Resources receiving a 5.7% interest in
Norman Cay Development, Inc. as consid eration for transfer and assignment of
the Edum Banso prospecting rights and the option, and
 Management of the registrant views th e August 27, 2011 transaction was a “great
deal at the right time” for Xtra-Gold Resources, a deal by which Xtra-Gold
Resources “obtained future interest in 5.7% of Norman Cay as whole.”

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 4

 It appears to us therefore th at the August 27, 2011 portion of th is structured transaction is
substantive and reflects that sale and purchase of the asset in question in an arm’s-length
transaction between willing parties, with inactive shel l company, DGGL, acting as a
device and/or nominee for Norman Cay Developmen t.  Consequently it appears to us that
the consideration transferre d (cash and 5.7% equity in terest) as contractually
contemplated between Xtra-Gold Resources a nd the registrant together with DGGL best
reflects the fair value of the considera tion exchanged.  Please advise or revise.

You may contact Joseph Kemp f, Staff Accountant, at 202 -551-3352 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202-551-38 10, if you have questions regarding comments
on the financial statements and related matters.  You may contact Ajay Kodur i, Staff Attorney, at
202-551-3310; Kathleen Krebs, Special Counsel , at 202-551-3350; or me at 202-551-3810 with
any other questions.
Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director

cc: Via E-mail

 Wei Wang,  Esq.
Sichenzia Ross Friedman Ference LLP