SecProbe.io

June 1 4, 2013

Via E -mail
Mr. Hilario Santos Sosa, Chief Executive Officer, Chief Financial Officer and Director
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republic

Re: Oroplata Resources, Inc.
Registration Statement on Form S-1
Filed May 22, 2013
  File No. 333-188752

Dear Mr. Sosa :

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.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in r eliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Cover Page

2. Please revise the dis closure to clearly state that Mr. Sosa is an underwriter in this
offering.  Similarly revise the plan of distribution, which says Mr. Sosa may be deemed
an underwriter.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 2

 Prospectus Summary, page 1

3. Please revise your statement on page one that “[a]s an emer ging growth company [you]
are exempt from Section 14A and B of the Securities Exchange Act of 1934” to clarify
that you are exempt from Section 14A(a) and (b).

4. We note on page one and throughout your prospectus that you have a wholly -owned
subsidiary na mes Oroplata Exploraciones E Ingenieria S.R.L.  We further note on page
two that you have “one wholly -owned subsidiary called Oroplata Exoraciones E
Ingenieria, Orexi, SRL.”  Revise where necessary to reconcile this disclosure.

Risk Factors, page 4

“Sinc e our officer and director has other business interests. . . .”, page 7

5. Please revise to reconcile whether Mr. Sosa will be devoting approximately twenty or
forty hours of his time per month to your operations.  This risk factor provides
inconsistent disc losure.

Plan of Distribution, page 11

6. We note that your offering will terminate nine months after the effective date of your
registration statement. Please clarify this in this section.  In this regard, we note your
statement that Mr. Sosa may “continue to sell [his] shares on a continuous bas is.”  In
addition, revise to clarify that Mr. Sosa will sell his shares on a continuous basis.  See
Rule 415(a)(1)(ix) of Regulation C.

Business, page 13

7. Please disclose the material terms of the purchase of the Leomary Gold Claim and file the
agreement as an exhibit.

Compliance with Governmental Regulations - Essentials of Mining Laws, page 14

8. We note your summary of “important components” of the relevant mining laws.  Please
revise your disclosure to address the effect of the regulations and status of any required
applications and/or approvals at this stage in your business.  See Items 101(h)(4)(viii) and
(ix) of Regulation S -K.  Also, please discuss in greater detail the annual payments and
any other fees for governmental compliance.

Environmental Per mits, page 15

9. We note the estimated cost of an environmental impact study is $100,000.  Please revise
your disclosure to address whether you have received a letter of no objection from the

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 3

 Ministry of Environment and whether there is an associated cost.  Please also address
whether you foresee additional drilling and the estimated cost associated with this
construction and required environmental license.

Property, page 16

10. In an appropriate location of your filing, please disclose the specific fees and/o r work
required to keep you mineral rights in good standing.

11. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties, including the source of power and water for your property and a
description of any i nfrastructure located on your property.

12. We note your disclosure of sample results in this section of your filing.  Please disclose
the sample type associated with each result.  For example, clarify if these are chip, grab,
or other samples.  If the sample s are grab samples, disclose the specific sample weight.

13. Additionally, please provide disclosure to clarify if the table with your sample results
represents all sampling performed or the best results of the sampling performed. If these
are the best results, provide disclosure regarding the total number of samples taken and
the significance of the sample results that are not disclosed.

14. Please provide us with the calculation used to convert ppm sample results to grams per
metric tonne sample results.  For example, referencing the data for sample No. 293,
provide the calculation used to convert 151 ppb gold to 11.84 grams per metric tonne.

15. We note that the company does not require office space “due to having limited
employees, other than Mr. Sosa.”  Pl ease revise to clarify whether you have more than
one employee.

Market Price of and Dividends on Common Equity and Related Stockholder Matters, page 25

Rule 144 Shares, page 26

16. We note your summary of Rule 144 on page 26.  Please revise to provide clear  disclosure
regarding how Rule 144 applies to the company’s shares outstanding.

Management’s Discussion of Financial Condition and Results of Operations, page 44

17. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a detailed
executive overview to discuss the events, trends, and uncertainties that management
views as most critical to your future revenues, financial position, liquidity, plan of
operations, and results of operations, to the extent known and foreseeable.  To assist you

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 4

 in this regard, please refer to the Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Release Nos.
33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33 -8350.htm.  This
guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas,
including the overall presentation and focus of MD&A, with general emphasis on the
discussion and analysis of known trends, demands, commitments, events and
uncertainties, and specific guidance on disclosures about liquidity, capital resources, and
critical accounting.  In particular, add disclosure relating to your plan of operations, the
intended timing and the impact that funding would have on the timing.

Liquidity and Capital Resources, page 44

18. We note you disclose that as of March 31, 2013 you had a positive working capital
position of $38,398.  It appears this amount should be $28,398.  Please modify your
disclosure consistent with the amounts in your financial statements.

19. Revise to discuss your financial position both without any additional funding and with
additional funding.  For instance, address how long you can remain a r eporting company
without additional funding.

Directors and Executive Officers, page 45

20. Revise to provide a complete business background for Mr. Sosa.  In this regard, we note
that he is only able to devote a few hours to Oroplata  per week due to “other business
interests”, as disclosed in your filing on page seven, but you do not address his current or
recent business interests.  See Item 401(e)(1) of Regulation S -K.

21. Revise to briefly discuss the specific experience, qualificatio ns, attributes or skills that
led to the conclusion that the person should serve as a director for the registrant.  See
Item 401(e)(1) of Regulation S -K.

Part II
Information not Required in the Prospectus, page 49

Other Expenses of issuance and Distrib ution, page 49

22. We note $2,500 in “[m]iscellaneous and sundry expenses.”  In footnote disclosure, please
disclose the reasonable components of this category, which comprises 12% of total
offering expenses.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 5

Recent Sales of Unregistered Securities, pag e 50

Signatures

23. In addition to your principal executive and financial officers, your registration statement
must be signed by your principal accounting officer or controller.  Please revise
accordingly. See Section VI.C. of Form S -1.

Exhibit 23.2 – Cons ent of Goldman Accounting Services CPA, PLLC

24. Your auditor’s consent references their report dated May 21, 2013, whereas the audit
report included on page 29 is dated May 22, 2013.  Please advise your independent
accountant to provide a consent for the app ropriate report date (i.e. May 22, 2013) and
amend your registration statement accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have m ade.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 6

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact James Giugliano at (202) 551 -3319 or Brian Bhandari  at (202) 551 -
3390  if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining Engineer, at (202) 551 -3610, if you have questions
regardin g engineering comments.  Please contact Erin Wilson at (202) 551 -6047  or Pamela
Howell  at (202) 551 -3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director