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CORRESP
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filename1.htm

January
12, 2024

Mr.
John Coleman

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
DC 20549

    Re:
    Jupiter
    Gold Corporation

    Form
    20-F for the Fiscal Year ended December 31, 2022

    Filed
    April 28, 2023

    File
    No. 333-214872

Dear
Mr. Coleman,

Reference
is made to the comment letter dated December 12, 2023 (the “Comment Letter”), sent by the staff of the Division of Corporation
Finance, Office of Energy & Transportation (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
to Jupiter Gold Corporation (the “Company” or “Jupiter Gold”), relating to the Company’s annual report
on Form 20-F for fiscal year ended December 31, 2022 (the “2022 Form 20-F”).

Below
we copy in italics each comment from the Staff’s Comment Letter, followed by our response.

Form
20-F for the Fiscal Year ended December 31, 2022

Information
on the Company, page 7

    1.
    We
    note that you have not provided the information about your Property, Plants and Equipment under the heading Information on the Company,
    as prescribed by Item 4.D of Form 20-F, though have included limited details regarding your mineral properties under Management’s
    Discussion and Analysis instead.

Instruction
3 to Item 4 of Form 20-F requires issuers engaged in mining operations to provide the disclosures outlined in Subpart 1300 of Regulation
S-K. We suggest that you reposition the mineral property disclosures to Item 4 to provide greater clarity, focus, and differentiation
between such property details, and the discussion and analysis that is required by Item 5, regarding your financial condition and results
of operations.

The
disclosures pertaining to your mineral properties will need to be revised and expanded to clearly identify and distinguish between material
properties and non material properties to address the requirements under Item 1303 and Item 1304 of Regulation S-K, as referenced in
Item 1301(d) of Regulation S-K.

The
summary disclosure should include a map of all properties to comply with Item 1303(b)(1) while the individual property disclosures should
include the following details for each material property to comply with Item 1304(b) of Regulation S-K:

    ●
    a
    map showing the location of the property that is accurate to within one mile using an easily recognizable coordinate system,

     ●
    a
    description of infrastructure,

     ●
    a
    description of the mineral rights,

     ●
    a
    description of the work that you have completed on each property,

     ●
    a
    description of the exploration plan, including timeframe and cost, and

     ●
    the
    total cost or book value of the property at the end of the period.

The
summary disclosures should encompass all of your properties, including both material and non-material properties, and should appear in
advance of and incremental to the individual property disclosures. The information required for the individual property disclosures are
more extensive and detailed in comparison.

Please
revise your filing to include and differentiate between the summary and individual property disclosures to comply with the aforementioned
guidance.

We
respectfully acknowledge the Staff’s comment and inform the Staff that the Company has two material properties, the Alpha
Project and the Quartzite Project, as described in the 2022 Form 20-F. The Company will revise its disclosures under Property Plan
and Equipment in its Form 20-F for the fiscal
year ended December 31, 2023, to be filed on or before April 29, 2024, to reposition the mineral properties
disclosures to be responsive to the Form 20-F requirements as well as to the requirements of Items 1303 and 1304 of Regulation S-K,
and to ensure that the disclosure requirements of Items 1303 and 1304 of Regulation S-K are addressed in full. No other
properties are considered material properties.

Further,  we plan to include in our Form 20-F for the fiscal year ended December 31, 2023, summary tables and maps similar
to the ones presented below.

Material Properties

Summary of Material Properties

    Project

    Mineral
    Right Number

    Area
    (hectares)

    Mineral

    Municipalities

    State,
    Country

    Alpha
    Project

    831.942/2016

    1,883.01

    gold

    Dionisio,
    Marlieria, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.140/2019

    1,859.51

    gold

    Marlieria,
    Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.141/2019

    777.94

    gold

    Antonio
    Dias, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.142/2019

    1,294.65

    gold

    Antonio
    Dias, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.143/2019

    50.68

    gold

    Sao
    Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.144/2019

    1,739.78

    gold

    Dionisio,
    Marlieria, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.145/2019

    936.01

    gold

    Dionisio,
    Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    831.146/2019

    557.57

    gold

    Sao
    Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    830.064/2021

    301.31

    gold

    Sao
    Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    830.065/2021

    7.6

    gold

    Antonio
    Dias, Nova Era, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    830.066/2021

    1,603.58

    gold

    Dionisio,
    Marlieria, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Alpha
    Project

    830.074/2021

    211.48

    gold

    Nova
    Era, Sao Domingos do Prata

    Minas
    Gerais, Brazil

    Quartzite
    Project

    831.665/2016

    94.44

    quartzite

    Augusto
    de Lima, Diamantina

    Minas
    Gerais, Brazil

Maps of Material Properties

Alpha
Project mineral rights

Quartzite Project mineral
right

Non-Material Properties

Summary of Non-Material Properties

    Project

    Mineral
    Right Number

    Area
    (hectares)

    Mineral

    Municipality

    State,
    Country

    Alta
    Floresta Project

    867.176/2019

    9,740.91

    gold

    Peixoto
    de Azevedo

    Mato
    Grosso, Brazil

    Alta
    Floresta Project

    867.173/2019

    83.99

    gold

    Terra
    Nova do Norte

    Mato
    Grosso, Brazil

    Alta
    Floresta Project

    867.174/2019

    47.55

    gold

    Matupa,
    Nova Guarita

    Mato
    Grosso, Brazil

    Apui
    Project

    880.133/2016

    9,325.31

    gold

    Apui

    Amazonas,
    Brazil

    Apui
    Project

    880.134/2016

    9,391.67

    gold

    Apui

    Amazonas,
    Brazil

    Apui
    Project

    880.135/2016

    9,340.04

    gold

    Apui

    Amazonas,
    Brazil

    Brotas
    de Macauba Project

    870.400/2019

    1,951.18

    gold,
    palladium, platinum

    Brotas
    de Macauba

    Bahia,
    Brazil

    Cavalcante
    Project

    860.479/2019

    1,930.79

    gold

    Parana
    (TO), Cavalcante (GO)

    Goias
    and Tocantins, Brazil

    Crixas
    Project

    860.807/2016

    1,241.63

    gold

    Crixas,
    Uirapuru

    Goias,
    Brazil

    Paracatu
    Project

    831.883/2016

    312.66

    gold

    Paracatu

    Minas
    Gerais, Brazil

Maps of Non-Material
Properties

Alta Floresta Project

Apui Project

Brotas de Macauba Project

Cavalcante Project

Crixas Project

Paracatu
Project

We believe that this additional information
will not materially change the information we have disclosed about our material properties in our 2022 Form 20-F.

2. We
                                            note your disclosures on pages 9 and 13, quantifying gold mineralization at the Alpha project,
                                            and quantifying mineralization of quartzite, respectively, notwithstanding your disclosure
                                            on page 6 clarifying that you have not established reserves.

Please
remove and refrain from disclosing estimates of mineralization that do not meet the resource or reserve definitions in Item 1300 of Regulation
S-K, and that you are unable to support in accordance with Item 1302(a)(1) of Regulation S-K.

We inform
the Staff that in our next Form 20-F for the fiscal year ended December 31, 2023, we will remove any disclosures that are not
supportable pursuant to the requirements of Item 1302(a)(1) of Regulation S-K. We note that
the existing disclosures identified by the Staff that quantify gold mineralization at the Alpha Project and mineralization of
quartzite, are derived from publicly available reports filed with “Agência Nacional de Mineração”,
the national mining agency of Brazil, for work performed under such regulatory body standards. In the next Form 20-F for the fiscal
year ended December 31, 2023, we will make clear that such information does not meet the requirements of Item 1302(a)(1) of
Regulation S-K, but it represents information which is publicly available and prepared in accordance with the reporting standards of
the Brazilian national mining agency. We believe that investors would benefit from such additional information given the local
nature of these projects.

3. Please
                                            expand your disclosures to include the information regarding your exploration program internal
                                            controls to comply with Item 1305 of Regulation S-K, or if you have not established these
                                            controls, to include a clear statement to this effect.

We
respectfully inform the Staff that we have not implemented formal exploration program internal controls to comply with Item 1305 of
Regulation S-K, but we have engaged a qualified person for gold and a qualified person for quartzite, as such term is defined in
Subpart 1300 of Regulation S-K, for both the Alpha Project and the Quartzite Project. Given that during fiscal year 2022 we
effectuated no drilling campaigns in any material or non-material project, no such plans were detailed on the 2022 Form 20-F. We will ensure that the Form 20-F for fiscal
year ended December 31, 2023, complies with the requirements of Item 1305 of Regulation S-K, to the extent
applicable.

4. We
                                            note that you include a picture of a gold bar on page 27 that you indicate was obtained from
                                            processing materials in your plant.

Please
expand your disclosures to clarify whether such materials were obtained from properties in which you have an ownership or economic interest
and if this is the case, also identify the particular properties involved and explain when the material was recovered and how the associated
costs and gold inventories or proceeds from sales or gold have been recorded in your financial statements.

However,
if the gold bar is not from you own materials but is representative of work that either was or is being performed at your plant for other
persons, provide further details of the arrangements including the relevant dates, properties and persons involved, and explain how you
had or are accounting for these transactions.

Otherwise,
if there is no relevant correlation with your properties or work that is being performed for other persons we suggest that you either
remove the picture or include disclosure clarifying why you believe it is properly associated with your plan.

The
photograph of the gold bar was taken by an employee of Jupiter Gold and is an example of a product from the Company’s
portable alluvial gold processing plant. In light of the Staff comment, we will consider whether in our Form 20-F for
fiscal year ended December 31, 2023, to remove the photograph, or to add clarifying disclosures explaining association with the
Company’s plant.

Very
Truly Yours,

    /s/
    Marc Fogassa

    Marc
    Fogassa

    Chairman
    & CEO

    Jupiter
    Gold Corporation