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CORRESP
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filename1.htm

February
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 January 24, 2024 (the “January 2024 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 January 2024 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
                                            understand from your response to prior comment 1 that you would prefer to limit compliance
                                            with the Subpart 1300 disclosure requirements to future filings, beginning with your annual
                                            report for the fiscal year ended December 31, 2023, which you intend to file by April 29,
                                            2024. However, you have not provided adequate responses to several comments in our prior
                                            letter and have not explained why you believe that an amendment should not be filed. For
                                            example, the draft revisions proposed in response to prior comment 1 would need to include
                                            the following additional information for each material property to comply with Item 1304(b)
                                            of Regulation S-K:

●
A description of infrastructure.

●
A description of the work that you have completed on each property.

●
A description of the exploration plan, including timeframe and cost.

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

Please
further revise your proposed disclosures to address these requirements, along with the concerns outlined in the other comments in this
letter, and submit all of the proposed changes in the form of a draft amendment for our review.

If
you believe that an amendment should not be required or would not be of interest to investors, the proposed changes in the form of a
draft amendment should be accompanied by an explanation of your rationale, identifying the facts and circumstances that you considered
in formulating your view.

We
respectfully acknowledge the Staff’s comment and inform the Staff that with respect to our two material properties, the Alpha Project
and the Quartzite Project, we plan to include in our Form 20-F for the fiscal year ended December 31, 2023, substantially the
following information:

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

Figure
1: Map of the Alpha Project mineral rights.

Figure
2: Map of the Quartzite Project mineral right.

Additional
Information on Material Properties

Alpha
Project

Infrastructure:

The
Alpha Project’s primary mineral right (claim number ANM 831.942/2016) is located in the rural zone of Santana do Alfié,
a district in the municipality of São Domingos do Prata, in the interior of the state of Minas Gerais in Brazil. According to
the latest data from the Brazilian Institute of Geography and Statistics (“IBGE”), the population of Santana do Alfié
was 1,691 inhabitants. We believe that the current population size is similar. Houses in this district have power from the electric
grid and utilize wells for water.

The
district of Santana do Alfié originated in 1751 as a settlement near locations where alluvial gold had been identified by the
Portuguese settlers of Brazil. It is a local understanding that the word “Alfié” derives from the evolutionary phonetic
contraction of the term “Ouro Fiel” which can be translated as “Faithful Gold”.

The
municipality of São Domingos do Prata, the largest town near the Alpha Project, had 17,392 inhabitants according to the IBGE census
of 2022. This town is located only a few miles from the Alpha Project mineral rights and serves as the logistical basis where geologists
and consultants stay. São Domingos do Prata offers all of the basic infrastructure needs such as labor and supplies.

Belo
Horizonte, the 6th largest city in Brazil with a population of 2,315,560 according to the IBGE census of 2022, is only 88
miles away from the Alpha Project mineral rights. The Company’s office is located in Belo Horizonte. Belo Horizonte is the capital
of the Brazilian state called “Minas Gerais” which in translation means “General Mines”. According to data
provided in January 2024 by the Sindicato da Indústria Mineral do Estado de Minas Gerais, an organization representing the Minas
Gerais mining industry sector, the state of Minas Gerais is responsible for 41.5% of all mineral output of Brazil,
placing it as the top mineral producing state among 27 states in Brazil. In fact, Belo Horizonte is commonly known as “the
mining capital of Brazil” for having strong concentration of head offices of mining companies and extensive availability of labor
and supplies. The Belo Horizonte metropolitan area is served by a modern airport (Aeroporto Internacional de Confins – symbol
CNF) with regional and international flights, including non-stop flights to the U.S.

During
visits to the site, it was possible to check the condition of the existing roads, which are generally in good condition and appear to
be frequently maintained, due to agricultural and cattle ranching activity in the vicinity (Figure 3).

Figure
3: Local road used to access the Alpha Project showing good condition.

For
use in mobile offices, workshops and other support structures during drilling campaigns, the network of the local utility company, already
existing on site, will be used. To do this, it will be necessary to install a point on the distribution line to connect with the future
unit.

The
area near and within the Alpha Project is home to multiple small waterways. We expect to apply for and receive permits for local water
usage to support drilling campaign operations.

Work
Completed:

Prior
Work

As
prior owner of the mineral right ANM 831.942/2016 which currently belongs to Jupiter Gold, Mineração Ouro Fiel (the
“Prior Owner”) identified gold targets from soil geochemistry and confirmed mineralization in the colluvium through
auger holes. This research work was carried out using a regular mesh, sampling every meter and chemical analysis at an outside
laboratory.

Surface
Owner Authorization

As
the Company owns the mineral right but not the surface, prior to carrying out any exploration work, proper authorization was obtained
from the surface owner. Our relations with the surface owner are very good.

Trenching

In
2020 and 2021, Oxford Geoconsultants (“Oxford”), a technical consulting firm with a geologist that meets the Qualified Person
definition of Regulation S-K 1300 performed geological studies, including new trenching, in targets within ANM 831.942/2016. A summary
of such results is presented below.

The
research work carried out by Oxford at the Alpha Project has included semi-detailed geological recognition and mapping, in addition
to well resampling and chemical analysis.

The
geological recognition of the area was carried out through walks that identified and registered 58 excavations consisting of wells
and trenches, carried out by the Prior Owner. At a promising target denominated “Lavrinha”, regional geological
reconnaissance was also carried out to identify the main lithotypes existing in the area, as well as collect structural data and
mineral occurrences.

Figure
4: Location map of old excavations at the Lavrinha target.

After
the geological recognition stage, 188 information collection points were registered, such as lithologies, predominant mineralogy of rock
structures and the presence of structures and outcrops of interest, among other relevant geological information of the location, for
the preparation of a map of the area on a scale of semi-detail, supported by the description of wells and trenches opened by the Prior
Owner (Figure 4).

Figure
5: Field point map.

In
the well resampling stage, two wells were chosen from the 58 existing excavations (Figure 5). Saprolite material and colluvial material
were analyzed, resulting in 37 samples at intervals of 1 meter in 1 meter, through vertical channels on one of the faces (north face)
of the wells. The samples were collected from the bottom to the wellhead, always in the center of the face, thus avoiding contamination
of lower intervals by material from higher intervals. Information on lithology and structures was collected that can assist in the geological-structural
understanding of gold mineralization (Figure 6). For each sample, 3 kg of material was collected. All collected material was placed in
a properly identified and sealed sample bag, avoiding sample exchange, loss of material or contamination during transport and storage.
Finally, the samples were sent for chemical analysis at the SGS Geosol laboratory (“SGS”), in Vespasiano, Minas Gerais,
a highly regarded analytical laboratory used by all major mining companies in Brazil. After description and sampling, these wells
remained open for future audits, surrounded by a wire fence to prevent accidents with people and/or animals.

Figure
6: Map with location of sampled wells and registered excavations.

Figure
7: Photographs of the work performed in resampling of wells.

Chemical
Analysis of Samples

In
the chemical analysis stage, the fire assay method was used by SGS, resulting in the results presented in Table 1 below.
Well 2 showed high levels in colluvium and saprolite with 4m at 5.0 gAu/t (simple average influenced by high content of sample AM36),
a value of 0.70 gAu/t in the range of 7 to 8m depth, and additionally showed some anomalous values between 12 to 14m and 17 to 19m. The
AM36 sample is noteworthy because it presented a gold content of 16,523 ppb; however it should be noted that the gold
grain in the region is coarse, and a nugget effect may occur.

Table
1: Results of chemical analysis of samples from Wells 1 and 2.

    Well
    1

    Well 2

    Sample

    From
    (m)

    To
    (m)

    Au
    content (ppb)

    Sample

    From
    (m)

    To
    (m)

    Au
    content (ppb)

    AM17

    0

    1

    264

    AM
    37

    0

    1

    38

    AM16

    1

    2

    248

    AM
    36

    1

    2

    382

    AM15

    2

    3

    335

    AM
    35

    2

    3

    262

    AM14

    3

    4

    197

    AM
    34

    3

    4

    12

    AM13

    4

    5

    473

    AM
    33

    4

    5

    71

    AM12

    5

    6

    91

    AM
    32

    5

    6

    39

    AM11

    6

    7

    400

    AM
    31

    6

    7

    110

    AM10

    7

    8

    813

    AM
    30

    7

    8

    166

    AM09

    8

    9

    26

    AM
    29

    8

    9

    84

    AM08

    9

    10

    1,336

    AM
    28

    9

    10

    30

    AM07

    10

    11

    319

    AM
    27

    10

    11

    18

    AM06

    11

    12

    31

    AM
    26

    11

    12

    19

    AM05

    12

    13

    15

    AM
    25

    12

    13

    724

    AM04

    13

    14

    20

    AM
    24

    13

    14

    28

    AM03

    14

    15

    <5

    AM
    23

    14

    15

    89

    AM02

    15

    16

    13

    AM
    22

    15

    16

    80

    AM01

    16

    17

    17

    AM
    21

    16

    17

    376

    AM
    20

    17

    18

    1,214

    AM
    19

    18

    19

    16,523

    AM
    18

    19

    20

    2,161

Exploration
Plan:

As
of December 31, 2023, the Company has engaged a geologist who meets the “Qualified Person” criteria under Item 1300 of
Regulation S-K to prepare an exploration plan for the Alpha Project. Planning and budgeting for such exploration plan described
above is ongoing. The Company anticipates that its initial cost will be in the $250,000 to $350,000 range, and will encompass further
detailed geological mapping, geophysics, and initial exploratory drill holes.

Book
Value of Property:

The book value of the property is less than $10,000.
It includes the cost of obtaining the mineral property directly from the Brazilian national mining department. The Company has title
to the mineral rights of the Alpha Project, and such title has no known encumbrances and can be assumed to be more valuable than its
book value, although no third-party offers have been received or estimates prepared.

Quartzite
Project

Infrastructure:

Our
Quartzite Quarry (thereafter, simply “Quarry”) is in the rural zone of Conselheiro Mata, a district in the municipality of
Diamantina, in the interior of the state of Minas Gerais in Brazil. According to the latest data from the IBGE, the population of Conselheiro Mata was 819 inhabitants. Most houses in the rural zone of this district
have power from the electric grid and utilize wells for water.

The
municipality of Diamantina, the largest town near our Quarry, had 47,702 inhabitants according to the IBGE census of 2022. Diamantina
offers all the basic infrastructure needs such as labor and supplies.

Belo
Horizonte, the capital of the state of Minas Gerais and where the Company has its principal place of business, is 172 miles away from
our Quarry. Belo Horizonte is commonly known as “the mining capital of Brazil” for having strong concentration of
head offices of mining companies and extensive availability of labor and supplies. The Belo Horizonte metropolitan area is served by
a modern airport (Aeroporto Internacional de Confins – symb