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SEC Company Response from ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688) (ATCX) — Dec 15, 2016

ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)
Date: Dec. 15, 2016 · CIK: 0001684688 · Accession: 0001079974-16-001790

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File numbers found in text: 333-214872

Date
December 15, 2016
Author
Assistant Director
Form
CORRESP
Company
ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)

Letter

Office of Beverages, Apparel and Mining Division of Corporate Finance Securities and Exchange Commission Re: Acceleration Request Jupiter Gold Corporation ("Company") Registration Statement on Form F-1 File No. 333-214872 ("Registration Statement")

Dear Mr. Reynolds:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:00 p.m. on December 16, 2016, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
/s/ Marc Fogassa

Show Raw Text
CORRESP
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filename1.htm

December 15, 2016

By EDGAR

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel and Mining

Division of Corporate Finance

Securities and Exchange Commission

Mail Stop 3561

Washington, DC 20549

Re:      Acceleration Request

Jupiter Gold Corporation ("Company")

Registration Statement on Form F-1

File No. 333-214872 ("Registration Statement")

Dear Mr. Reynolds:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:00 p.m. on December 16, 2016, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Marc Fogassa

Marc Fogassa

Chairman & CEO

Jupiter Gold Corporation

cc:  Ronald E. Alper, Esq.