SecProbe.io

Mail Stop 3561

        October 27, 2016

Via E -mail
Marc Fogassa
Chief Executive Officer
Jupiter Gold Corporation
Rua Vereador João Alves Praes nº 95 -A
Olhos D'Água, MG 39398 -000, Brazil

Re:    Jupiter Gold Corporation
Draft Registration Statement on Form F -1
Submitted September 30, 2016
CIK No. 0001684688

Dear Mr. Fogassa:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your  registration statement on
EDGAR.  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 the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, 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.

2. It appears that you qualify as an "emerging growth c ompany" as defined in the Jumpstart
Our Business Startups Act.  If so, please disclose that fact in your filing.

3. Given the relative size of the selling shareholder  offering to your outstanding shares held
by non -affiliates, the relationship of the sellin g shareholder to you, the circumstances

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 2

 under which the selling shareholder received the shares, and the amount of time that the
selling shareholder has held the shares, it appears that the resale of securities is by or on
behalf of the issuer.  Under Rule  415, equity securities offered by or on behalf of the
issuer cannot be sold in an "at the market offering" unless the offering meets the
requirements of Rule 415(a)(1)(x).  As it appears that you do not meet the transaction
requirements for registration o f a primary offering on Form F -3, you would have to
include a price for the shares and disclose that the selling shareholder is an underwriter
that will conduct their offering at a fixed price for the duration of the offering.  Please
refer to Securities A ct Rule C&DI 612.09, available at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm, for
guidance.  Please revise or provide your analysis as to why you do not believe this is an
at the market offering.

4. In addition, we note t hat you do not have a market for your securities and the prospectus
cover page refers to the selling shareholder selling at varying prices.  Therefore, to the
extent you are able to satisfy the comment above, the selling shareholders would only be
able to sell at a fixed price until such time as you are quoted on the OTC Bulletin Board
or other market.

Prospectus Cover Page

5. Please limit the outside cover page to one page as required by Item 501(b) of Regulation
S-K.  In addition, please include the pa ge number of the risk factors as required by Item
501(b)(5).

Risk Factors, page 11

6. You explain on page 20 that your plan of operations is dependent on the proceeds of this
offering.  Please include a risk factor that discusses the possibility that you may not raise
enough proceeds from this offering to fund your operations.

7. We note that Marc Fogassa, who has voting control of the company, is also the Chairman
and CEO of Brazil Minerals, Inc., Jupiter Gold’s largest shareholder.  Please include
disclo sure relating to the potential conflicts of interest arising from Mr. Fogassa’s role at
Brazil Minerals here and in the management’s discussion and analysis section.

8. Please disclose whether your properties have been physically examined in the field by a
professional geologist or mining engineer.  If not, please add a risk factor that addresses
the fact that your property has not been examined, detailing the risks to your investors.

9. Please disclose whether any of your officers or directors have visited yo ur mining
properties, and if so, when and for how long.  If they have not visited your mining
properties, please add related risk factor disclosure.

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 3

 Use of Proceeds, page 19

10. The disclosure within the use of proceeds section operates under the assumption that you
will sell all 1,000,000 shares of common stock.  Please revise your disclosure throughout
to discuss the uncertainty of raising the full offering amount and disclose your anticipated
use of proceeds from the offering assuming, respectively, that o nly 75%, 50% and 25%
of the securities offered by the company are sold.  Also, discuss the use of proceeds if
you raise less than 25% of the offering.  Consider providing such information in tabular
format.

11. We note that you have allocated 75% of offering proceeds to working capital and general
corporate purposes.  Given the development stage of the company, please provide a more
specific allocation of the offering proceeds.  Please also specify the amount allocated to
initial research on your mineral right s, strategic ventures and deposits to secure other
projects.

12. We note the disclosure that you retain broad discretion as to the allocation of the net
proceeds from the offering.  The company may reserve the right to change the use of
proceeds, provided tha t such reservation is due to certain contingencies that are discussed
specifically and the alternatives to such use in that event are indicated.

Management's Discussion and Analysis of Financial Condition and Plan of Operations, page 20

Plan of Operati ons, page 20

Gold Retrieval Units, page 20

13. Please disclose the magnitude of revenues from operations that began in September 2016.

Results of Operations, page 21

14. The results of operations subsection cross -references the business section for details
regarding the Company’s plan of operations.  We note that the business section provides
disclosure regarding your GRUs and gold properties, but it does not include an
operational plan.  Please revise your management discussion and analysis to address your
planned operations for the next twelve months as well as the budgetary requirements of
these operations.  Your plan of operations should specifically describe your plans for this
time period and match these plans to anticipated budgetary needs.

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 4

 Liquidity and Capital Resources, page 22

15. We note that Jupiter Gold began generating revenue in September, 2016.  Please update
your liquidity disclosure to provide your cash balance as of the most recent practicable
date.

16. Please provide the basis for y our belief that funds generated from gold retrieved using
GRU will be enough to sustain the company for the next 12 months.

Business, page 23

Mineração Duas Barras Ltda (“MDB”), page 24

17. We note your first Gold Retrieval Unit (GRU) will be installed on t he Mineração Duas
Barras Ltda property and your revenues and/or future cash flows are highly dependent on
this facility’s successful operation.  Please describe the location, access, equipment,
and/or facilities at the Mineração Duas Barras Ltda property.  This would include a brief
description of the mobile equipment, infrastructure, and other facilities on site, describing
the source for water and electricity.

Our Gold Properties, Page 25

18. We note your reference to Item III.1 for details on the various m ining property status
levels.  Please correct to IV.1 as found in your filing, or advise.  In addition, please
correct the spelling for "Requerimento de Pesquisa," and "Alvará de Pesquisa.

19. Please insert a small -scale map showing the location and access to  each significant
mining property and/or Gold Retrieval Unit (GRU) location, as required by Industry
Guide 7(b)(2) and the Instructions to Item 4.D. of Form 20 -F.  Please note the EDGAR
program now accepts maps in certain electronic formats, so please incl ude these maps in
your amendments on EDGAR.  We believe the guidance found in Industry Guide 7 and
Form 20 -F would generally require maps and drawings to comply with the following
features:

 A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map or drawing.

 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has
not been altered.

 A north arr ow.

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 5

  An index map showing where the property is situated in relationship to the state or
province, etc., in which it was located.

 A title of the map or drawing, and the date on which it was drawn.

 In the event interpretive data is submitted in conjunctio n with any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the drawing.

20. In your description of each exploration property, please pr ovide a clear statement that the
property is without known reserves and your proposed program is exploratory in nature
to comply with the guidance in paragraph (b)(4)(i) of Industry Guide 7, applicable under
the instructions to Item 4 of Form 20 -F.

21. It app ears you should also expand your disclosure concerning the exploration plans for
your properties to address the following points.

 Disclose a brief geological justification for each of the exploration projects written in
non-technical language.

 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.

 If there is a phased program planned,  briefly outline all phases.

 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.

 Disclose how the exploration program will be funded.

 Identify who will be conducting any proposed exploration work and  discuss their
qualifications.

22. We recommend that a brief description of the QA/QC protocols be provided to inform
readers regarding sample preparation, controls, custody, assay precision and accuracy as
it relates to your exploration plans.  This would ap ply to your exploration and operational
analytical procedures.

23. We note you disclose previous mining activities on your mineral properties.  Please
elaborate on any surface disturbance or contamination issues found on the surface or in

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 6

 the groundwater due to historical mining activities.  The extent and significance of the
disturbance/contamination, as well as your plans to remediate the site, should be clear.

Other Considerations about Our Business, page 31

Regulatory Information, page 32

24. Please discuss  in greater detail the material effects of government regulations on the
company’s business, as required by Item 4.B.8 to Form 20 -F as referenced in Form F -1.

Common  Stock Ownership of Certain Beneficial Owners and Management, page 35

25. Please provide the disclosure required by Item 6.E of Form 20 -F as referenced in Form
F-1 for the share ownership of any class of the company’s voting securities.  We direct
your attention to the risk factor on page 18 regarding the voting control held by  Mr.
Fogassa through the series A preferred stock, which voted with the common stock.
Please file as an exhibit any instrument defining the rights of the series A preferred
stockholder.  In addition, we note that Mr. Fogossa appears to be the beneficial o wner of
Brazil Minerals.  Please revise to include the beneficial ownership of Mr. Fogassa of the
shares owned by Brazil Minerals.

26. For any options held by the shareholders listed in the table, please provide the title and
amount of securities called for b y the options, the exercise price, the purchase price, if
any, and the expiration date of the options.  See Item 6.E.2 of Form 20 -F.

Selling Shareholder, page 36

27. Please include the percentage of ownership of common stock prior to and upon
completion of t he offering.  See Item 9.D.2. of Form 20 -F.

Plan of Distribution, page 37

28. We note that your plan of distribution provides disclosure relating to the selling
shareholder’s resale of common stock.  However, you are also registering a self -
underwritten “best efforts” primary offering.  Please amend this section to include
disclosur e regarding the primary offering, including the name of the director selling on
the Company’s behalf.  See Item 9.A and B of Form 20 -F.

Exhibits

Exhibit 1.3, Bylaws

29. We note that Article VI Section 7 of the Bylaws includes a fee -shifting provision.  Plea se
revise your registration statement to discuss the fee -shifting provision, including the types

Marc Fogassa
Jupiter Gold Corporation
October 27, 2016
Page 7

 of actions subject to fee -shifting and whether the company intends to apply the provision
to claims under the federal securities laws, the level of recovery re quired by the plaintiff
to avoid payment, who is subject to the provision (e.g., former and current shareholders,
legal counsel, expert witnesses) and who would be allowed to recover (e.g., company,
directors, officers, affiliates).  Also, add risk factor disclosure about how the provision
could discourage shareholder lawsuits that might otherwise benefit the company and its
shareholders.  In addition, if you intend to apply the fee -shifting provision to potential
federal securities law claims in the curren t offering, please add appropriate risk factor
disclosure.

30. We note that exhibits 10.5, 10.6, were filed in an improper electronic format.  Please note
that while you may file electronic documents as an image as an unofficial copy, you must
still file yo ur exhibits with an acceptable electronic format.  Refer to Rule 102(a) of
Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual .

Signatures, page 50

31. Please identify your controller or principal accounting officer.  See Instructions to
Signatures on Form F -1.

You may contact Blaise Rhodes at (202) 551 -3774 or Rufus Decker at (202) 551 -3769 if
you have questions regarding comments on the financial statements and related matters.  You
may contact George Schuler at (202) 551 -3718 if you ha ve questions regarding mining
engineering comments and related matters.  Please contact Ronald E. Alper at (202) 551 -3329 or
Pam Howell  at (202) 551 -3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director
Office of Beverages, Ap parel and
Mining

cc:  Jay Weil, Esq.