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SEC Comment Letter for ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688) (ATCX) — Dec 14, 2017

ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)
Date: Dec. 14, 2017 · CIK: 0001684688 · Accession: 0000000000-17-043559

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File numbers found in text: 333-214872

Date
December 14, 2017
Author
/s/ John Reynolds
Form
UPLOAD
Company
ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)

Letter

Mail Stop 3561 December 14, 2017 Via E -mail Mr. Marc Fogassa Chief Executive Officer Jupiter Gold Corporation Rua Vereador Jo ão Alves Praes no 95-A Olhos D 'Água, MG 39398 -000, Brasil

Re: Jupiter Gold Corporation Form 20-F for the Fiscal Year Ended December 31, 2016 Filed May 15, 2017 File No. 333-214872

Dear Mr. Fogassa :

We have reviewed your filing an d 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 20-F for the Fiscal Year Ended December 31, 2016 Item 5. Operating and Financia l Review and Prospects Overview page 16

1. We note that you incorporate the description of your modular plant and mineral properties by reference from your Form F -1. Please revise to fully describe your modular plant and mineral properties in your Form 20 -F pursuant to Item 4 (D) of Form 20 -F.

2. Additionally we note your disclosure on page 16 that as of December 31, 2016 Jupiter Gold had various elements of its modular plant deployed in a mining concession area for gold owned by Brazil Minerals. Revise to fu lly discuss the location and production activities related to your modular plant. In your response tell us the current activities related to your modular plant including revenue and production data.

Mr. Marc Fogassa Jupiter Gold Corporation December 14 , 2017 Page 2

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact John Coleman at (202) 551 -3610 or me at ( 202) 551 -3790 with any questions.

Sincerely ,
/s/ John Reynolds

Show Raw Text
Mail Stop 3561         December 14, 2017

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Jupiter Gold Corporation
Rua Vereador Jo ão Alves Praes no 95-A
Olhos D 'Água, MG
39398 -000, Brasil

Re: Jupiter Gold Corporation
 Form 20-F for the Fiscal Year Ended December 31, 2016
Filed May 15, 2017
File No. 333-214872

Dear Mr. Fogassa :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 20-F for the Fiscal Year Ended December 31, 2016
Item 5. Operating and Financia l Review and Prospects
Overview page 16

1. We note that you incorporate the description of your modular plant and mineral properties by
reference from your Form F -1.  Please revise to fully describe your modular plant and
mineral properties in your Form 20 -F pursuant to Item 4 (D) of Form 20 -F.

2. Additionally we note your disclosure on page 16 that as of December 31, 2016 Jupiter Gold
had various elements of its modular plant deployed in a mining concession area for gold
owned by Brazil Minerals.  Revise to fu lly discuss the location and production activities
related to your modular plant. In your response tell us the current activities related to your
modular plant including revenue and production data.

Mr. Marc Fogassa
Jupiter Gold Corporation
December 14 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact John Coleman at (202) 551 -3610 or me at ( 202) 551 -3790 with any
questions.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining