SecProbe.io

April 27, 2011
 Via E-mail

Melvin Schlossberg President & Chief Executive Officer Gold Swap Inc.  72 Pond Road Woodbury, NY 11797
Re: Gold Swap Inc.
Registration Statement on Form S-1 Filed March 30, 2011
  File No. 333-173163

Dear Mr. Schlossberg:

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.
 General

1. We note your disclosure that you are not and do not intend to be a blank check
company and have no plans or intentions to  merge with an unidentified company.
However, it still appears that you are a bl ank check company as defined by Rule 419
of Regulation C in view of the following:

• Your disclosure indicates that you ar e a development stage company issuing
penny stock;
• You have not generated any revenues and have a net loss of $1,078,505 since
inception;

• You have not yet commenced operations and it is unclear whether you will be
able to do so within the next 12 months;

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 2

 • You have no assets, except for $47,480 in cash; and

• You will be unable to implement your busin ess plan without obtaining substantial
additional funding.

In the adopting release of Rule 419, the Co mmission stated that “it will scrutinize
registered offerings for attempts to create th e appearance that the registrant is not a
development stage company or has a specific business plan, in an effort to avoid the
application of Rule 419.”  Therefore, pl ease revise the registration statement to
comply with Rule 419 and prominently disc lose that you are a blank check company.
Alternatively, please provide us with a detaile d analysis addressing each of the issues
described above in explaining why you belie ve the company is not a blank check
company, and include a specific business pl an for the next twelve months.  In
providing the specific business plan, the company should also  disclose its day-to-day
operations.

2. The disclosure in your fili ng regarding the status of your operations and the name
under which you will operate is inconsistent with statements made on your website.
For example, we note the following:
• You state in the “Prospectus Summary” section and throughout the filing that
“[your] operations have been limited to organizational, start-up, and capital
formation activities.”  However, both of  your websites state that you are a “well-
established Company” and that you have  been evaluating gold for “almost 20
years.”

• Your websites indicate that you are operati ng as “Bucks for Bling” and “Get more
for your Gold” and there is no mention of Gold Swap Inc. on these websites.

• Your websites appear to allow sellers to request mailing kits at this time;
however, the disclosure in the “Process”  section on page 17 of your filing seems
to indicate that you will send such kits, but that you have not yet done so.

Please note these are examples only and reconcile the information in your website and registration statement so that material information about yo ur company is consistent.
Also revise your disclosure throughout th e filing to clarify whether you have
commenced operations and to state whet her you are doing business under additional
names.
 Cover Page of the Registration Statement

3. We note your disclosure here and elsewhere in  your filing that the price of the shares
to be registered in this offering is base d upon the original purch ase price to selling
shareholders with an increase because the shares will be “liquid” and registered.

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 3

 Please explain the basis for your statement that  these shares will be liquid, in light of
your disclosure elsewhere in the filing that  there is not currently a market for your
stock and that a public market may neve r develop.  Alternatively, delete your
statement regarding the liquidity of shares to be issued.
 Prospectus Cover Page

4. Please move the delaying amendment to the front cover page of the registration
statement, where it is required to app ear.  See Item 501(a) of Regulation S-K.

5. Please revise your disclosure to state that selling shareholders w ill receive all of the
proceeds from this offering and disclose the anticipated proceeds to selling shareholders on a per share and aggregate ba sis.  See Item 501(b)(3) of Regulation S-
K.
 Risk Factors, page 3

 If we cannot manage our gr owth effectively, page 7

6. Please disclose the basis for your statemen t that you anticipate to experience rapid
growth or remove this statement.
 If our shares are quoted on the OTC Bulletin Board, page 9

7. Please state clearly in this risk factor that although you intend to apply for quotation
on the OTCBB, there is no guarantee that a market maker will agree to file an
application your behalf and that even if an  application is filed, there is no guarantee
that you will be accepted for quotation.
 Description of Securities, page 16

8. Please describe any provisions in your char ter or bylaws specifyi ng the vote required
by security holders to take  action and describe any li quidation rights.  See Items
202(a)(1)(v) and 202(a)(1)(vii) of Regulation S-K.
 Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
20
 Total Operating Expenses, page 21

9. We note your disclosure of $1,075,000 for co mpensation expense, which represents
substantially all of your ope rating expenses for 2010.  The disclosure on page F-4
suggests you issued 21.5 million shares with  a value of $.05 per share in determining
the amount of compensation expense.  If so, please expand your disc ussion to indicate

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 4

 such including the recipients of such shares, the period of  the services rendered and
the basis for the fair value assigned.
 Liquidity and Capital Resources, page 21

10. We note that your auditor has expressed a going concern opinion.  Please disclose
your plan to raise additional capital, including any anticipated  sources of capital.  In
this regard, we note that you estimate requiring a minimum of $150,000 in the next
12 months to commence operations.  Also di sclose an approximate timeline as to
when you expect to incur the costs listed at the bottom of page 20 and state what you
plan to do if you raise some, but not all of the $150,000.  Note  that any registrant that
has identified a material liquidity deficiency  must disclose the course of action the
registrant will take to remedy the deficienc y.  See Item 303(a)(1) of Regulation S-K.

11. Please disclose whether or not you have any material commitments for capital
expenditures relating to the next 12 months.  See Item 303(a)(2) of Regulation S-K.
If none, then supplementally advise.
 Directors, Executive Officers, Promoters and Control Persons, page 21

12. Please discuss any involvement in bankruptcy and legal proceedings over a ten rather
than five year period.  See Item 401(f) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 25

13. Please identify each of your promoters and st ate the nature and amount of anything of
value received or to be received by each pr omoter, directly or indirectly, from the
company, and the nature and amount of any assets, services or other consideration
therefore received or to be received by the company.  See Item 404(c) of Regulation
S-K and Rule 405 of Regulation C.

Financial Statements – For the period from inception (July 13, 2010) through December 31, 2010
 Notes to Financial Statements

 Note 2 – Going Concern, page F-9

14. We note your disclosure regarding your abi lity to continue as a going concern.  Your
disclosure suggest management’s viable  plans are potential asset acquisitions,
mergers or business combinations with othe r entities, further implementation of its
business plan and continuing to raise funds though debt or equity raises. There is no
indication in the fili ng that such plans are in the co mpany’s future.  Section 607.02 of
the Financial Reporting Codifi cation requires appropriate an d prominent disclosure of
a registrant’s financial difficulties along with its viable plans  to overcome such

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 5

 difficulties.  It is not clear to us whether your stated plans are viable.  Please revise
your disclosure to indicate wh ether obtaining loans from of ficers and directors is part
or all of the viable  plans by management.
 Exhibits, page II-3

 Exhibit 23.1

15. The consent dated March 25, 2011 does not corr espond to the same date of the audit
report issued on the included financial statem ents.  Please coordinate with Berman &
Company, P.A. to revise the consent or a udit report to ensure the consent makes
appropriate reference to  the audit report.

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 acceleration 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.

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 6

 You may contact Milwood Hobbs , Staff Accountant, at (202)  551-3241 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Lisa Kohl, Staff Attorney, at
(202) 551-3252, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551-
3720 with any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
cc: David Lubin, Esq.  David Lubin & Associates, PLLC