SecProbe.io

May 27, 2011
 Via E-mail

Melvin Schlossberg President & Chief Executive Officer Gold Swap Inc.  72 Pond Road Woodbury, NY 11797
Re: Gold Swap Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed May 11, 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 response to comment one in our letter dated April 27, 2011 as to why
you are not a blank check company.  Please in clude this analysis in your filing and
include a specific business plan for the ne xt twelve months.  In disclosing your
business plan, also provide a descript ion of your day-to-day operations.

2. We note your response to comment two in our letter dated Ap ril 27, 2011, however, it
does not appear that you have revised your we bsites or disclosure accordingly.  Please
reconcile the information on your websites a nd in your registration statement so that
material information about your company is co nsistent.  Also revise your disclosure
throughout the filing to clarify whether you have commenced operations and to state
whether you are doing business under additional names.

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

 Prospectus Summary, page 1

 The Offering, page 1

3. Please revise tabular net loss and net cash used by operating activities under Going
Concern Considerations to reflect fi nancial information through March 31, 2011.
 Description of Securities, page 16

4. We note your response to comment eight in  our letter dated April 27, 2011, that you
do not have any charter or byl aw provisions specifying re quisite voting rights.  We
also note Article 6.10 of your bylaws, filed as exhibit 3.3 to this registration statement
which states “[a]ny other action shall be authorized by a majority of the votes cast in
favor of or against such action . . . .”  Please revise or advise.

Liquidity and Capital Resources, page 21

5. We note your response to comment 10 in  our letter dated April 27, 2011.  As
previously requested, provide 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.  Also stat e whether there is a maximum amount of
funds that your officers and directors have agreed to le nd.  In this regard, we note
your statement on page F-9 that your ability  to continue as a going concern includes
“partial reliance” on rela ted party financing.

Certain Relationships and Re lated Transactions, page 25

6. We note your response to comment 13 in our  letter dated April 27, 2011, but it does
not appear that you revised your disclosure  accordingly.  Please identify each of your
promoters and state the nature and amount of  anything of value received or to be
received from the company.

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.

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

 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