SecProbe.io

June 22, 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. 2 to Registrati on Statement on Form S-1
Filed June 7, 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 May 27, 2011.  As
previously requested, please include in your  filing the analysis set forth in your
response letter dated May 11, 2011, explai ning why you are not a blank check
company.  Also include in your filing the statement in your June 7, 2011 response
letter that you have no se t day-to-day operations.
 Prospectus Summary, page 1

 The Offering, page 1

2. We note your response to comment three in  our letter dated May 27, 2011 regarding
the financial data presented under Going Concern Considerations.  However, the
$3,505 presented for net cash used by opera tions from July 13, 2010 through March

Melvin Schlossberg Gold Swap Inc. June 22, 2011 Page 2

 31, 2011 is not correct.  According to your st atement of cash flows the amount should
be $15,403.  Please revise.
 Risk Factors, page 3

 We expect losses in the future, page 4

3. You disclose $11,898 for net cash used by operations from July 13, 2010 through
March 31, 2011.  The statement of cash fl ows indicates $15,403.  Please revise.
 Description of Securities, page 16

4. We note your response to comment four in our letter dated May 27, 2011.  Item
202(a)(1)(v) of Regulation S- K requires you to briefly de scribe shareholder voting
rights, “including any provisions  specifying the vote requir ed by security holders to
take action.”  Please briefly describe Ar ticle 6.10 of your bylaws, which provides for
plurality voting for the election of directors and a majority of votes cast to authorize all other corporate actions.

Management’s Discussion and Analysis  of Financial Conditions, page 20

Results of Operations, page 21
 Net Loss, page 21

5. The last sentence of your reason for the d ecrease in net loss a ppears incomplete.
Please revise accordingly.
 Liquidity and Capital Resources, page 21

6. We note your response to comment five in our letter dated May 27, 2011.  Please
state clearly in this section of your filing that there is no guarantee that your officers
and directors will lend you the funds necessary to commence operations for the next 12 months.
 Unaudited Financial Statements – As of March 31, 2011

 Statement of Stockholders’ Equity, page F-3

7. Your Statement of Stockholders’ Equity as of March 31, 2011 does not agree to the
amount for stockholders’ equity presente d on the balance sheet of $36,157 on page
F-1.

Melvin Schlossberg Gold Swap Inc. June 22, 2011 Page 3

 Notes to Financial Statements (Unaudited)

 Note 4 – Stockholders’ Equity, page F-8

8. We note your disclosure as of Decembe r 31, 2010.  Please revise to provide
disclosure as of March 31, 2011.
Report of Independent Registered Public Accounting Firm, page F-1

9. Refer to the fourth paragraph.  Please revi se to disclose the correct net loss for 2010,
which appears to be $1,078,505.
 Financial Statements – As of December 31, 2010

 Notes to Financial Statements

 Note 2 – Going Concern, page F-9

10. Please revise to disclose the correc t net loss for 2010, which appears to be
$1,078,505.

Note 3 – Income Taxes, page F-9

11. You disclose in the last sentence the ne t change in the valuation allowance during
2010 was an increase of $3,500 which does not  agree with the amount disclosed in
either of the two tabular presentations on pages F-9 and F-10.  Please revise or
explain.

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. June 22, 2011 Page 4

 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