SecProbe.io

CORRESP
 1
 filename1.htm

 A.G.P./Alliance
Global Partners

 590
Madison Avenue, 28th Floor

 New
York, New York 10022

 January
6, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Claudia
 Rios, Office of Energy & Transportation

 Irene
 Barberena-Meissner, Office of Energy & Transportation

 Re:
 Atlas
 Critical Minerals Corporation

 Registration
 Statement on Form F-1

 Registration
 No. 333-290242

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities
Act "), A.G.P./Alliance Global Partners, as Lead Managing Underwriter, hereby joins Atlas Critical Minerals Corporation (the
" Company ") in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration
Statement on Form F-1 (Registration No. 333-290242) (the " Registration Statement "), to become effective as of 5:00 p.m.,
Eastern Time, on Thursday, January 8, 2026, or as soon thereafter as is practicable, or at such other time as the Company or its outside
counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be declared effective.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter
or dealer who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as
"E-red" copies, of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The
undersigned is aware of its obligations under, and confirms that it is complying with, the provisions of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

 Very
 truly yours,

 A.G.P./ALLIANCE
 GLOBAL PARTNERS

 By:
 /s/
 Thomas J. Higgins

 Name:
 Thomas
 J. Higgins

 Title:

 Managing
 Director

CORRESP
 1
 filename1.htm

 January
6, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn: Claudia Rios, Office of Energy & Transportation

 Irene
Barberena-Meissner, Office of Energy & Transportation

 Re:
 Atlas
 Critical Minerals Corporation

 Registration
 Statement on Form F-1
 Filed
 September 15, 2025
 File
 No. 333-290242
 Acceleration
 Request
 Requested
 Date: January 8, 2026
 Requested
 Time: 5:00 P.M. Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Atlas Critical Minerals Corporation (the " Registrant ")
hereby requests that the above-referenced Registration Statement on Form F-1 (File No. 333-290242) (the " Registration Statement ")
be declared effective at the "Requested Date" and "Requested Time" set forth above, or as soon as practicable
thereafter, unless the Registrant or its counsel requests via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission that the Registration Statement be declared effective as such other time.

 We
request that we be notified of the effectiveness of the Registration Statement by telephone to Era Anagnosti of DLA Piper LLP (US) at
(202) 799-4087. Thank you for your assistance.

 Very
 truly yours,

 Atlas
 Critical Minerals Corporation

 /s/
 Marc Fogassa

 Marc
 Fogassa

 Chief
 Executive Officer

 cc:
 Era
 Anagnosti (DLA Piper LLP (US))

CORRESP
 1
 filename1.htm

 December
17, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Joseph Klinko, Lily Dang, Claudia Rios, Irene Barberena-Meissner, and John Coleman

 Re:
Atlas Critical Minerals Corporation

 Amendment
No. 4 to Registration Statement on Form F-1

 Filed
December 8, 2025

 File
No. 333-290242

 Ladies
and Gentlemen:

 This
letter is submitted by Atlas Critical Minerals Corporation (the " Company ") in response to the comments from the staff
of the Division of Corporation Finance, Office of Energy & Transportation (the " Staff "), of the Securities and
Exchange Commission (the " Commission ") in a letter to the Company dated December 12, 2025 (the " Staff Letter ")
with respect to the Company's Amendment No. 4 to the Registration Statement on Form F-1 submitted to the Commission on December
8, 2025 (the " Registration Statement ").

 We
are concurrently submitting Amendment No. 5 to the Registration Statement (the " Amendment ") which reflects changes
made in response to the Staff Letter and certain other changes.

 For
ease of reference, each of the Staff's comments is indicated in this letter in italics, followed by the Company's responses
thereto.

 Amendment
No. 4 to Registration Statement on Form F-1

 Exhibit
Index

 23.5,
page II-4

 1. We
 note that you filed as Exhibit 23.5 written consents from qualified persons associated with
 the technical report summary for the Rio Piracicaba property, identifying Orlando Garcia
 Rocha Filho and Bruno Vieira Pereira. However, a third person, Volodymyr Myadzel, is listed
 on page 9 of the technical report summary as "classifying" the resource. In previous
 revisions of the technical report summary, all three individuals were listed as qualified
 persons on the cover page.

 Please
explain to us why the qualified persons identified on the cover page of the Rio Piracicaba technical report summary have changed, and
unless one or both of those identified will be taking responsibility for classifying the resource (with a corresponding edit on page
9), please also obtain and file a consent from Volodymyr Myadzel.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that, since the June 16, 2025 update of the technical
report summary for the Rio Piracicaba property ("Rio Piracicaba TRS"), Orlando Garcia Rocha Filho and Bruno Vieira Pereira
are the only two qualified persons responsible for the preparation of the report. We further advise the Staff that Orlando Garcia Rocha
Filho is the qualified person responsible for the resource classification in the Rio Piracicaba TRS. The reference to Mr. Volodymyr Myadzel
in the report was an old reference that was inadvertently left in. We have revised the Rio Piracicaba TRS to remove the reference to
Mr. Myadzel and refiled Exhibit 96.1 as corrected.

 Exhibits

 2. Please
 file an updated auditor's consent for the auditor's report on page F-19 dated
 August 3, 2024 and signed by Pipara & Co LLP related to the financial statements of Apollo
 Resources Corporation.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has filed the auditor's consent related
to its report for the financial statements of Apollo Resources Corporation as Exhibit 23.7 to the latest amendment to the Form F-1.

 3. Please
 file a revised legality opinion that clearly states it is counsel's opinion that the
 Representative's Warrant Shares when issued upon exercise of the warrants will be validly
 issued, fully paid, and non-assessable.

 In
response to the Staff's comment, a revised Exhibit 5.1 legal opinion has been filed with the latest amendment to the Form F-1.

 General

 4. Please
 explain why compensation and related disclosures for Brian W. Bernier were removed from your
 prospectus or alternatively, restore these disclosures. Refer to Item 402(a)(3) of Regulation
 S-K.

 We
respectively advise the Staff that Mr. Bernier is not a senior manager of the Company as that term is defined in Form 20-F, and therefore
he is no longer listed as a member of the management team under the "Senior Management and Directors" heading on page 105
of the latest amendment of the Form F-1 filed with the SEC. The determination of who is a member of a senior management of the Company
is based primarily on the functions performed by such member of senior management, rather than their title. Please see related discussion
in SEC's Release No.33-7745 (September 30, 2000) (the "SEC Release"). Moreover, the SEC Release made it clear that
it removed the references that a member of senior management would correspond to an "executive officer" in the United States.
In addition, Item 7.B. of Form 20-F characterizes key management personnel as those persons "having authority and responsibility
for planning, directing and controlling the activities of the company, including directors and senior management of companies…"
Mr. Bernier's functions in his role as Vice President, Corporate Development and Investor Relations, do not carry responsibilities
of planning, directing and controlling the activities of the Company. Mr. Bernier serves primarily as the first corporate resource to
address questions by existing and prospective investors. As such, disclosure of Mr. Brenier's compensation pursuant to Item 6.B.
of Form 20-F is no longer included in the registration statement.

 Should
the Staff have any questions or require any additional information, please do not hesitate to contact our securities counsel, Era Anagnosti
at 202-799-4087, or the undersigned at 213-321-6065.

 Sincerely,

 /s/
Marc Fogassa

 Marc
Fogassa

 Chief
Executive Officer

 Atlas
Critical Minerals Corporation

 cc:
Era Anagnosti, Esq.

December 12, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Amendment No. 4 to Registration Statement on Form F-1
Filed December 8, 2025
File No. 333-290242
Dear Marc Fogassa:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1
Exhibit Index
23.5, page II-4
We note that you filed as Exhibit 23.5 written consents from qualified persons
associated with the technical report summary for the Rio Piracicaba property,
identifying Orlando Garcia Rocha Filho and Bruno Vieira Pereira. However, a third
person, Volodymyr Myadzel, is listed on page 9 of the technical report summary as
"classifying" the resource. In previous revisions of the technical report summary, all
three individuals were listed as qualified persons on the cover page.

Please explain to us why the qualified persons identified on the cover page of the Rio
Piracicaba technical report summary have changed, and unless one or both of those
identified will be taking responsibility for classifying the resource (with a 1.

December 12, 2025
Page 2
corresponding edit on page 9), please also obtain and file a consent from Volodymyr
Myadzel.
Exhibits
2.Please file an updated auditor's consent for the auditor's report on page F-19 dated
August 3, 2024 and signed by Pipara & Co LLP related to the financial statements of
Apollo Resources Corporation.
3.Please file a revised legality opinion that clearly states it is counsel's opinion that the
Representative's Warrant Shares when issued upon exercise of the warrants will be
validly issued, fully paid, and non-assessable.
General
4.Please explain why compensation and related disclosures for Brian W. Bernier were
removed from your prospectus or alternatively, restore these disclosures. Refer
to Item 402(a)(3) of Regulation S-K.
            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

CORRESP
1
filename1.htm

October
08, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Joseph Klinko, Lily Dang, Claudia Rios and Irene Barberena-Meissner

    Re:
    Atlas
    Critical Minerals Corporation

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    September 25, 2025

    File
    No. 333-290242

Ladies
and Gentlemen:

This
letter is submitted on behalf of Atlas Critical Minerals Corporation (the “Company”) in response to the comments from
the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”), of the Securities
and Exchange Commission (the “Commission”) in a letter to the Company dated September 30, 2025 (the “Staff
Letter”) with respect to the Company’s Amendment No. 1 to the Registration Statement on Form F-1 submitted to the Commission
on September 25, 2025 (the “Registration Statement”).

We
are concurrently submitting Amendment No. 2 to the Registration Statement (the “Amendment “) which reflects changes
made in response to the Staff Letter and certain other changes.

For
ease of reference, each of the Staff’s comments is indicated in this letter in italics, followed by the Company’s responses
thereto.

Form
F-1/A1 filed September 25, 2025

Summary
Financial Data, page 11

    1.
    Please
    update your summary financial data on page 11 to include interim financial data as of and for the six months ended June 30, 2025.
    Additionally, update your capitalization table on page 33 and your dilution table on page 34 to comply with Form 20-F Item 3.B and
    Item 9.E.2, respectively, applicable via Form F-1 Item 4.a.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the summary financial data on page 11 was updated to include
interim financial data as of and for the six months ended June 30, 2025. We also updated our capitalization table on page 33 and the
dilution table on page 34 to include information arising from the June 30, 2025 financial statements (most recent financial statements).

Management’s
Discussion and Analysis

Liquidity
and Capital Resources, page 35

    2.
    Please
    update your discussion of liquidity and capital resources through June 30, 2025 to comply with Form 20-F Item 5.B.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the our discussion of liquidity and capital resources was amended
to include disclosure through June 30, 2025.

Financial
Statements

Report
of Independent Registered Public Accounting Firm, page F-2

    3.
    Please
    be reminded that before your registration statement can be declared effective, the auditor’s report will need to be finalized
    including removal of the preface note, signed and dated. Additionally, the auditor’s consent will need to be filed as an exhibit.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the Company is aware of the requirement and will include
the final issued auditors’ report in a further amendment to the Form F-1 to enable the registration to be declared effective. The
auditors’ consent will also be filed as an exhibit to the amended registration statement.

*
* *

Should
the Staff have any questions or require any additional information, please do not hesitate to contact the undersigned at 619-272-7062,
or Jack Kennedy 619-272-7064.

    Sincerely,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Director

    Disclosure
    Law Group, a Professional Corporation

    cc:
    Marc
                                            Fogassa

    Chairman
    and Chief Executive Officer

    Atlas
    Critical Minerals Corporation

September 30, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Amendment No. 1 to Registration Statement on Form F-1
Filed September 25, 2025
File No. 333-290242
Dear Marc Fogassa:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1/A1 filed September 25, 2025
Summary Financial Data, page 11
1.Please update your summary financial data on page 11 to include interim financial
data as of and for the six months ended June 30, 2025. Additionally, update your
capitalization table on page 33 and your dilution table on page 34 to comply with
Form 20-F Item 3.B and Item 9.E.2, respectively, applicable via Form F-1 Item 4.a.

Management's Discussion and Analysis
Liquidity and Capital Resources, page 35
2.Please update your discussion of liquidity and capital resources through June 30, 2025
to comply with Form 20-F Item 5.B.

September 30, 2025
Page 2
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
3.Please be reminded that before your registration statement can be declared effective,
the auditor’s report will need to be finalized including removal of the preface note,
signed and dated. Additionally, the auditor’s consent will need to be filed as an
exhibit.

            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

CORRESP
1
filename1.htm

September
25, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Joseph Klinko, Lily Dang, Claudia Rios and Irene Barberena-Meissner

    Re:
    Atlas
    Critical Minerals Corporation

    Registration
    Statement on Form F-1

    Filed
    September 15, 2025

    File
    No. 333-290242

Ladies
and Gentlemen:

This
letter is submitted on behalf of Atlas Critical Minerals Corporation (the “Company”) in response to the comments from
the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”), of the Securities
and Exchange Commission (the “Commission”) in a letter to the Company dated September 24, 2025 (the “Staff
Letter”) with respect to the Company’s Registration Statement on Form F-1 submitted to the Commission on September 15,
2025 (the “Registration Statement”).

We
are concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment “) which reflects changes
made in response to the Staff Letter and certain other changes.

For
ease of reference, each of the Staff’s comments is indicated in this letter in italics, followed by the Company’s responses
thereto.

Registration
Statement on Form F-1

Capitalization,
page 33

    1.
    We
    note that your disclosure in the pro forma as adjusted column of 3,564,843 common shares, which have been adjusted for the effect
    of the reserve stock split, does not correspond with disclosure in the last paragraph that “the number of common shares outstanding
    after completion of this offering is based on 2,764,843 shares…and excludes…the effect of the proposed reverse stock
    split”. Please revise the disclosure inconsistency or explain the difference.

Response:

The
Company respectfully acknowledges the Staff’s comment as well as the error. As a result, the last sentence of the paragraph
“the effect of the proposed Reverse Stock Split” has been removed from the Amendment, as the numbers were adjusted
to reflect the reverse stock split.

Dilution,
page 34

    2.
    We
                                            note you disclosed that if the underwriters exercise their option to purchase additional
                                            common shares in full, the net tangible book value after this offering would be $10,971,753
                                            or $2.94 per share. These two amounts appear to be based on the underwriters’ purchase
                                            of 168,000 common shares and $1.6 million incremental net proceeds, which are inconsistent
                                            with the 120,000 common shares and $1.1 million incremental net proceeds disclosed on page
                                            9. Please revise or explain the difference.

    Please revise the
    last paragraph to state the correct number of common shares outstanding after completion of this offering, which appears to be 3,564,843
    instead of 2,764,843. Additionally, disclose to clarify the number of shares used in calculating your pro forma net tangible book
    value of $0.78 per share, and your adjusted pro forma net tangible book value of $2.62 per share.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the disclosure on page 34 of the Amendment to adjust
the net tangible book value after the offering was executed to reflect the additional 120,000 instead of 168,000 and $1.1
million instead of $1.6 million.

With
respect to last paragraph, the disclosure was amended to reflect that the number of shares of our common stock outstanding after the
completion of the offering will be 3,564,843, which is based on 2,764,843 shares of our common stock outstanding as of September
9, 2025, plus 800,000 shares of common stock proposed to be issued in the offering.

With
respect to the pro forma net tangible book value per share, it is based on 2,764,843 outstanding shares of common stock as of September
9, 2025 and text was added to the Amendment to clarify the disclosure.

Regarding
the adjusted pro forma net tangible book value per share, the disclosure is based on 3,564,843 outstanding shares of common stock
after consummation of the offering. Additional disclosure has been added to the Amendment to clarify the discrepancy.

Major
Shareholders, page 113

    3.
    We
    note that your disclosure on this page of 3,732,843 common shares outstanding immediately after the offering, including 168,000 common
    shares if the underwriters exercise their option to purchase additional shares in full, does not correspond with the respective 3,684,843
    and 120,000 common shares on page 9. Please revise or explain the difference.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the disclosure referenced above has been adjusted
to reflect 3,684,843 shares of our common stock outstanding immediately after consummation of the offering, after giving
effect to the exercise in full of the option by the underwriters.

We
have also included the financial statements for the period ended
June 30, 2025, and related disclosure.

As
indicated in a conversation with Claudia Rios on September 23, 2025, the Company’s objective is to clear all staff comments and
request acceleration on or around October 8, 2025. As a result, we would greatly appreciate the assistance of the Staff in clearing all
comments and achieving the Company’s objective in meeting its timeline.

*
* *

Should
the Staff have any questions or require any additional information, please do not hesitate to contact the undersigned at 619-272-7062,
or Jack Kennedy 619-272-7064.

    Sincerely,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Director

    Disclosure
    Law Group, a Professional Corporation

    cc:
    Marc
                                            Fogassa

    Chairman
    and Chief Executive Officer

    Atlas
    Critical Minerals Corporation

September 24, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Registration Statement on Form F-1
Filed September 15, 2025
File No. 333-290242
Dear Marc Fogassa:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 33
1.We note that your disclosure in the pro forma as adjusted column of 3,564,843
common shares, which have been adjusted for the effect of the reserve stock split,
does not correspond with disclosure in the last paragraph that “the number of common
shares outstanding after completion of this offering is based on 2,764,843 shares…and
excludes…the effect of the proposed reverse stock split”. Please revise the disclosure
inconsistency or explain the difference.

Dilution, page 34
We note you disclosed that if the underwriters exercise their option to purchase
additional common shares in full, the net tangible book value after this offering would
be $10,971,753 or $2.94 per share. These two amounts appear to be based on the 2.

September 24, 2025
Page 2
underwriters’ purchase of 168,000 common shares and $1.6 million incremental net
proceeds, which are inconsistent with the 120,000 common shares and $1.1 million
incremental net proceeds disclosed on page 9.  Please revise or explain the difference.

Please revise the last paragraph to state the correct number of common shares
outstanding after completion of this offering, which appears to be 3,564,843 instead of
2,764,843.  Additionally, disclose to clarify the number of shares used in calculating
your pro forma net tangible book value of $0.78 per share, and your adjusted pro
forma net tangible book value of $2.62 per share.
Major Shareholders, page 113
3.We note that your disclosure on this page of 3,732,843 common shares outstanding
immediately after the offering, including 168,000 common shares if the underwriters
exercise their option to purchase additional shares in full, does not correspond
with the respective 3,684,843 and 120,000 common shares on page 9. Please revise or
explain the difference.

            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

August 19, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted August 11, 2025
CIK No. 0001684688
Dear Marc Fogassa:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 5, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
Reverse Stock Split, page 5
We note that in response to prior comment one, you have made some but not all
necessary revisions. Please revise your historical financial statements in the F- section
to reflect the effects of your reverse stock split on a retroactive basis for all periods
presented, to comply with ASC 260-10-55-12 and ASC 505-10-S99-4 (SAB Topic
4:C). Add a note to disclose the reverse stock split event and timing, the retroactive
treatment and the nature of changes made. Please ensure that the number of shares and
earnings per share disclosed in all other applicable notes are revised for the effects of 1.

August 19, 2025
Page 2
your reverse stock split. Additional revisions are also necessary outside the financial
statements, such as the first bullet point on page 36 and the last paragraph on page
113.
Business
Atlas Lithium Option Agreement, page 40
2.We note your response to prior comment two, stating that while the Atlas Lithium
Option Agreement was entered into on December 19, 2024, the payment
consideration of common shares equivalent to $500,000 for entering into the Option
Agreement was made and accounted for in fiscal year 2025, based on the conditions
in Sections 2.6 and 2.7 of the Option Agreement filed as Exhibit 10.4.

We note Section 2.5 of the Option Agreement stating "...within two Business Days of
entering into the Agreement, Jupiter Gold shall take all the necessary steps to issue
Atlas Lithium shares of Jupiter Gold’s Common Stock (the “Option Consideration”)
equal to $500,000...", and do not see a correlation between this statement and Sections
2.6 and 2.7. Please explain the correlation or consider whether an amendment to your
Option Agreement is necessary to clarify the share issuance obligation date and terms,
if no obligation as of December 31, 2024 was intended.

With regard to Brazil Mineral Resources Corporation (BMR), please expand your
disclosure to clarify that if the purchase option is exercised, BMR will be considered
and accounted for as a transaction between entities under common control.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
3.Given revisions to the audited financial statements to address the reverse stock
split comment above, please have your auditor consider the need to update the audit
report. We reissue prior comment 3.
Note 1 - Organization, Business and Summary of Significant Accounting Policies, page F-7
Segment Reporting, page F-8
4.Please expand your disclosure to discuss the segment profitability measure(s) used by
your Chief Operating Decision Maker, consistent with the guidance in ASC 280-10-
50-28A, 280-10-55-15E and 55-15F.

August 19, 2025
Page 3
            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

August 5, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 25, 2025
CIK No. 0001684688
Dear Marc Fogassa:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 11, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary, page 4
Reverse Stock Split, page 5
We note you disclosed that you intend to file a Certificate of Amendment to your
Articles of Incorporation to effect a 10 for 1 reverse stock split of your issued and
outstanding common shares in conjunction with your offering prior to listing your
common stock on Nasdaq.

Please revise your historical financial statements and all other applicable disclosures
in your filing to reflect the effects of the reverse stock split on a retroactive basis for 1.

August 5, 2025
Page 2
all periods presented.
Business, page 38
Atlas Lithium Option Agreement, page 40
2.We note your response to prior comment 7, stating that while the Atlas
Lithium Option Agreement was entered into on December 19, 2024, the payment
consideration of 797,957 common shares equivalent to $500,000 for entering into the
Option Agreement was made and accounted for in fiscal year 2025. However your
disclosure on page 40 appears to suggest that you issued the shares to Atlas Lithium
upon entering into the Option Agreement in December 2024, and Section 2.5 of the
Option Agreement filed as Exhibit 10.4 states that payment consideration shall be
due within two business days of entering into the Option Agreement.

Please address whether you had a contractual payment obligation to Atlas Lithium for
which a liability should have been recorded as of December 31, 2024 based on
Section 2.5 of the Option Agreement, and revise your disclosure and financial
statements as appropriate.
Financial Statements, page F-1
Report of Independent Registered Public Accounting Firm, page F-2
3.Given revisions to the audited financial statements to address the above comment(s),
please have your auditor consider the need to update the audit report.

            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

July 11, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Draft Registration Statement on Form F-1
Submitted July 1, 2025
CIK No. 0001684688
Dear Marc Fogassa:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 1, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Reverse Stock Split, page 4
1.We note you disclosed on page 4 that all share and per share numbers set forth
herein…reflects the reverse stock split, however on page 5 and elsewhere in the filing
that the reverse stock split, with split ratio to be determined, will not be effected until
consummation of the offering and listing of your common stock on Nasdaq. Please
revise the inconsistency.

July 11, 2025
Page 2
Risk Factors, page 12
2.We note that you disclosed an accumulated deficit of $10,136,978 on page 12 versus
an accumulated deficit of $9,145,542 at December 31, 2024 on page F-3. Please
explain the difference or revise the inconsistency.

Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 35
3.We note your response to prior comment 10 and added disclosure on page 97
discussing planned operations for Apollo's Iron Quadrangle Project (IQP). Please
expand your disclosure on page 97 to clarify whether and when you expect the
mineral right leasing agreement to be executed and the lessee's exploration and mining
work to start.

If agreement execution is expected, discuss the relevant terms of the agreement,
including your expected role and responsibilities, work and additional costs, volumes
of ore expected to be extracted and processed, volumes of processed products
expected to be sold by the lessee, each by year if estimable, the payment terms to you
from the lessee with regard to the mineral right leasing, volumes of ore extracted and
processed, and volumes of sales of the final processed products.

Additionally, please revise disclosures on pages F-8 and F-24 to clarify that you are
leasing your mineral right to a lessee who will mine and process ore and sell ore
processed products, not starting your own mining operations.
Business, page 39
4.For each material property please revise to briefly describe your current exploration
plans, including all phases and cost estimates, consistent with the requirements of
Item 1304(b)(2)(i) of Regulation S-K.  If exploration plans have not been
determined for a particular material property revise to reflect this in your disclosure.
5.Please revise to describe properties that do not contain mineral reserves as exploration
stage properties, rather than development stage properties, consistent with the
definitions under Item 1300 of Regulation S-K.
6.We note your response to comment 16 and we reissue the comment in part. On page
42 we note that you have described the rare earth elements that comprise light rare
earths and heavy rare earths. Please expand this disclosure to describe the rare earth
elements that comprise HREO, LREO, MREO, and TREO, consistent with the
information presented with your exploration results.

With a view towards disclosure tell us the conversion(s) of the magnetic rare earth
(MRE) to the respective rare earth oxide.
Business
Atlas Lithium Option Agreement, page 40
We note your response to prior comment 11, stating that your probable acquisition 7.

July 11, 2025
Page 3
target Brazil Mineral Resources Corporation (“BMR”) did not meet any of the
significance test.

With regard to the investment test per Regulation S-X Rule 1-02(w)(1)(i)(B), please
note that for a business combination between entities under common control, this test
is also met when the number of common shares exchanged or to be exchanged by the
registrant exceeds 20 percent of its total common shares outstanding at the date the
combination is initiated.

Per your disclosure on page 40, the combination appears initiated on December 19,
2024 date of the Option Agreement, and at Atlas Lithium's discretion, the $8 million
consideration to purchase BMR can be paid in cash, in common shares valued at a
fixed price of $0.6266 per share, or combination of cash and shares. Please confirm
our understanding of the combination initiated date, in which case also provide your
assessment of the most likely payment scenario and supporting reason. If payment by
shares, which appears to be a likely scenario given your lack of cash, the share
equivalent of your $8 million consideration to acquire BMR would be approximately
12.8 million common shares, which would represent 38.4% of your 33.3 million total
common shares outstanding at December 31, 2024, exceeding the significance
threshold for which Regulation S-X Rule 11 pro forma financial information and Rule
3-05 audited financial statements of BMR would be required.

Additionally, please disclose how you accounted for and recorded the $500,000
Option payment as it is not apparent from your 2024 financial statements.

Note 1 - Organization, Business and Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page F-11
We note your disclosure responding to prior comment 26, stating that you operate in
only one reportable segment (mining) thus ASU 2023-07 does not impact your
financial statement disclosures.

As ASU 2023-07 was effective for fiscal years beginning after December 15, 2023,
please revise the disclosures on pages F-11 and F-27 to clarify that you adopted ASU
2023-07 in 2024 and discuss the adoption impacts, referencing the new segment note
discussed in the paragraph below.

Please note that ASU 2023-07 requires additional disclosures even for a single
reportable segment. Add a segment note to provide the information set forth in ASC
280-10-50-20 to 50-31, 50-38 to 50-42 as applicable, including identifying your chief
operating decision maker (CODM), providing disclosures about the segment assets,
measure(s) of segment profit and loss, segment revenues and/or segment expenses,
and related reconciliations as applicable to the GAAP amounts reported in your
consolidated financial statements, that are used by your CODM to allocate resources
and assess performances. Refer to the illustrative disclosures for a single reportable
segment entity in ASC 280-10-55-53 to 55-55 for further guidance. 8.

July 11, 2025
Page 4

Given your addition of the segment note, please ask your auditor to consider the need
to dual date the auditor's report.

            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

May 30, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Draft Registration Statement on Form F-1
Submitted May 2, 2025
CIK No. 0001684688
Dear Marc Fogassa:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that your offering of common shares will be at an "assumed
offering price." Please revise to state the price of the securities to the public or include
a price range Also clarify whether the offering price will be fixed for the duration of
the offering. If you are not able to state a price, explain the method by which the price
is to be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K for
guidance.
Please disclose here that Marc Fogassa, your Chief Executive Officer and Chairman,
currently controls approximately 83.3% of the voting power of your capital stock and
will control the combined voting power of your capital stock upon completion of this
offering, and that you expect to be be a “controlled company” under Nasdaq rules. 2.

May 30, 2025
Page 2
Also disclose here that the holders of Series A Preferred are entitled to 51% of the
total votes on all matters regardless of the actual number of shares of Series A
Preferred then outstanding, and the holders of common stock and any other class or
series of capital stock entitled to vote with the common stock are entitled to their
proportional share of the remaining 49% of the total votes based on their respective
voting power.
Industry and Market Data, page 3
3.We note your use throughout the prospectus of market and industry data derived from
industry and general publications and research, surveys and studies conducted by third
parties, including Benchmark Minerals, Carnegie Endowment, Center for Strategic
and International Studies, Center on Global Energy Policy – Columbia University, TD
Economics, PricewaterhouseCoopers, Statista, U.S. Geological Survey, and Wilson
Center. Please revise to include the names and dates of these studies or reports.
Company Overview, page 4
4.Please provide a basis for your statement that you believe to hold the largest portfolio
of critical minerals exploration properties in Brazil among publicly traded companies.
Risk Factors
Our future performance is difficult to evaluate because we have a limited operating history,
page 12
5.Please revise to reflect that you have incurred losses since your inception resulting in
an accumulated deficit of $9,145,542 as of December 31, 2024, and further losses are
anticipated in the development of your business.
Regulatory and Industry Risks, page 18
6.Please add risk factor disclosure addressing the exemptions and scaled disclosures
available to you as a foreign private issuer. Also, discuss the controlled company
exemptions under the Nasdaq Listing Rules you currently intend to rely on.
Service of process and enforcement of judgments may be more difficult, page 25
7.Please revise to also address the risk to stockholders of effecting service of process,
enforcing judgments and bringing original actions in foreign courts to enforce
liabilities based on the U.S. federal securities laws due to a majority of your directors
and officers residing outside the United States.
Use of Proceeds, page 29
8.Please revise to provide the approximate amounts of proceeds to be used for each
principal purpose. Refer to Item 4.a of Form F-1 and Item 3.C of Form 20-F.
Market for Our Common Stock and Related Shareholder Matters, page 31
9.You disclose throughout your prospectus that your common stock is quoted on the
Pink OTC. However, you also disclose on page 31 and elsewhere that your common
stock is quoted on the OCTQB. Please revise or advise.

May 30, 2025
Page 3
Management's Discussion and Analysis, page 34
10.Please expand your disclosure to include a discussion of your November 19, 2024
acquisition of Apollo Resources Corporation, including the nature of significant assets
and liabilities acquired, the extent to which the acquisition impacted your 2024
consolidated results of operations and financial condition, your Apollo operation plan
and matters that are reasonably likely to have a material impact on your future
operations.

With regard to Apollo’s Iron Quadrangle Project (IQP), we note you disclosed on
pages 38 and F-24 that the IQP is being developed toward an iron mine with planned
operations commencing prior to the end of 2025.

Please add disclosure to clarify what your planned operations constitute, including
whether and to what extent you expect to start producing and generating revenues
prior to the end of 2025, the significant steps or activities you still need to complete
prior to such planned operations, the estimated costs to complete, and the uncertainties
that may delay your plan.

Refer to Regulation S-K Item 303 for guidance.
Business, page 38
Atlas Lithium Option Agreement, page 38
11.We note disclosure of your December 19, 2024 option agreement with Atlas Lithium,
pursuant to which you have the exclusive right and option to purchase from Atlas
Lithium 100% of the equity interest in Brazil Mineral Resources Corporation, whose
primary assets consist of 60 mineral rights for copper, gold, graphite, nickel, rare
earths, and titanium in Brazil. Additionally, as consideration for entering into the
option agreement, you issued to Atlas Lithium 797,957 shares of your common stock
valued at $500,000.

Please address whether Brazil Mineral Resources Corporation represents a significant
probable acquisition per Regulation S-X Rule 11-01(a)(2), 11-01(b)(1)(i) and 11-
01(d), for which you will need to provide Rule 11 pro forma financial information and
Rule 3-05 financial statements of significant business acquired.

Additionally, please disclose how you accounted for the 797,957 common shares
issued to Atlas Lithium valued at $500,000.
Business, page 38
12.Please expand your summary disclosure to include a map or maps showing the
locations of all properties to comply with Item 1303(b)(1) of Regulation S-K. Please
ensure that such maps are legible on the page when printed.
13.Please expand your disclosure to clearly identify the mineral properties that you
consider to be material properties; and for each material property, include the
information required pursuant to Item 1304(b)(2) of Regulation S-K.

May 30, 2025
Page 4
14.Please expand your mineral property disclosures with respect to each material
property and non-material property to include information related to your mineral
rights and permitting. For example, with regard to non-material properties, you should
include a summary of the mineral right expiration dates and describe the key permit
conditions, consistent with Item 1303(b)(2) of Regulation S-K; and for material
properties, you should include the mineral rights expiration date(s), any fees that are
required to maintain or hold the mineral rights, a description of any related ownership
and option agreements, and a description of the key permit conditions, consistent
with Item 1304(b)(iii) of Regulation S-K.
15.Please expand your disclosures pertaining to material properties in which you include
exploration results to provide all of the information required by Item 1304(g) of
Regulation S-K, with respect to various aspects of the sampling conducted in
connection with your exploration activity and which allow for an accurate
understanding of the significance of the results.
16.We note that you have included an average total rare earth oxide (TREO) (PPM) and
average magnetic rare earth oxide (MREO) (PPM) with your rare earth
disclosures. Please expand the disclosures to include a table with the average
individual metals that comprise the average TREO (PPM) and average MREO (PPM).
17.Please expand your disclosures of the iron ore mineral resource on pages 2 and 77 to
include the point of reference in which the resource was estimated to comply with
Item 1303(b)(3)(v) and Item 1304(d)(1) of Regulation S-K. For example, it should be
clear whether the tonnages are presented as in situ, plant feed, saleable product, or on
some other basis. The resource should also be dated (or updated if necessary) to
correspond to your most recently completed fiscal year-end. If you consider this
resource property to be a material property, also disclose the assumed metallurgical
recovery factor, which is required by Item 1304(d)(1) of Regulation S-K.
18.Your disclosures on pages 4 and 38 indicate that you have a permit to operate an iron
ore mine with planned operations commencing prior to the end of 2025. However, on
page 136 of the technical report summary, there is disclosure indicating the Rio
Piracicaba Project is currently operating on an exploration license and that additional
environmental baseline and permitting would be required to advance the
project. Please revise as necessary to address this apparent inconsistency or to advise
if these are unrelated.

May 30, 2025
Page 5
19.Please obtain the written consent of the qualified person to the use of the qualified
person's name, and file the written consent as an exhibit to your registration statement,
pursuant to Item 1302(b)(4) of Regulation S-K.
20.We note your disclosures on pages 34, 81 and 83, indicating that your current
quartzite production has been "paused" to address "certain identified issues" that are
expected to be resolved prior to the end of your June 30, 2025 quarter. Please expand
these disclosures as necessary to describe the particular issues that were identified and
the specific modifications that you indicate are being made as part of the associated
resolution.
21.We note that you have included estimated volumes of quartzite on page 84 which you
state can be "visually acertained," although you also indicate the volumes were
modelled "using information on depth acquired from [y]our drilling campaign."

Please revise to clarify whether the volumes represent quartzite that has already been
mined and is therefore inventory, or remain in the ground. With regard to volumes not
yet mined, please either obtain and file a technical report summary to support the
disclosures, or remove the disclosures as only quantities of mineral resources or
mineral reserves should be disclosed in your filing, consistent with the requirement
under Item 1302(a)(1) of Regulation S-K.
22.We note that you have included photos of quartzite on pages 35, 36, 83, and 84, with
various captions indicating the specific images are of materials that have been mined
from your quarry and processed in your facilities. If this is the case, provide additional
disclosures about your quartzite mining and processing operations based on the
requirements in Subpart 1300 of Regulation S-K.

However, if any of the images are examples based on materials obtained from
properties in which you do not have an interest, either remove the image or explain to
us why you believe it is appropriately correlated with your operations. Please also
clarify whether any of the images reflect a composition, with artistic modification or
otherwise.

For example, describe to us the contents of the second photo on page 83, including the
specific location and the specific source of the quartzite shown, and explain to us why
two of the three blocks appear to hover slightly above the ground.
23.Please expand your disclosure to describe the internal controls that are used in your
exploration and mineral resource estimation efforts pursuant to Item 1305 of
Regulation S-K.
Government Regulation, page 86
We note your disclosure on page 19 that mining activities in Brazil are subject to
extensive federal, state, and local laws and regulations governing environmental
protection, natural resources, prospecting, development, production, post-closure
reclamation costs, taxes, labor standards and occupational health and safety laws and
regulations, including mine safety, toxic substances and other matters. Please expand
 24.

May 30, 2025
Page 6
your disclosure here to describe the laws and regulations that are material to your
business. Refer to Item 4.a of Form F-1 and 4.B.8 of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
25.We note that while you presented three years of financial statements from 2022 to
2024, the auditor’s report only covered the audits of your financial statements as of
and for the years ended December 31, 2024 and 2023. Please obtain a new auditor’s
report that covers three years of your financial statements, including as of and for the
year ended December 31, 2022.
Note 1 - Organization, Business and Summary of Significant Accounting Policies, page F-7
Recent Accounting Pronouncements, page F-11
26.We note your disclosure indicating that you do not expect the new guidance in ASU
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures, which was effective for fiscal years beginning after December 15, 2023,
to have any impacts on your consolidated financial statements.

Please expand your disclosure to clarify whether you have adopted ASU 2023-07. If
adopted, state the adoption effective date and explain how the new guidance has or
has not impacted your financial statements.

Add a note to discuss your operating and reportable segment(s) and the disclosures as
applicable per ASC 280-10-50, including the disclosures pertaining to the new
guidance.
Apollo Resources Corporation
Report of Independent Registered Public Accounting Firm, page F-19
27.We note that the auditor's report referred to audit coverage of Apollo Resources
Corporation's financial statements as of December 31, 2023 and 2022, and for the year
ended December 31, 2023. As Apollo appeared to meet the over 40% significance test
threshold that required two years of audited financial statements per Regulation S-X
Rule 3-05(b)(2)(iii), please obtain a new auditor’s report that covers financial
statements as of and for the years ended December 31, 2023 and 2022, as well as
includes the auditor’s office location.
General
28.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.

May 30, 2025
Page 7
            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.

United States securities and exchange commission logo
February 16, 2024
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
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 28, 2023
File No. 333-214872
Dear Marc Fogassa:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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

CORRESP
1
filename1.htm

February 5, 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 “Comment Letter”), sent by the staff of the Division of Corporation Finance, Office of Energy & Transportation
(the “Staff”), 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 Company has been working diligently in addressing
the Staff’s questions, but management will need more time to properly answer all of the Staff’s comments and prepare revised
disclosures in response thereof. Senior management of the Company was traveling to and from mineral sites in Brazil from January 25, 2024,
through February 2, 2024, and, given the Company’s limited resources, senior management was unable to dedicate the time necessary
to address the Staff’s comments within the ten-day period from the Comment Letter date. The Company’s goal is to submit on
EDGAR a detailed response letter to the Staff’s Comment Letter by February 12, 2024.

We hope that this approach is acceptable to the Staff.
Thank you in advance for your understanding.

Very Truly Yours,

    /s/ Marc Fogassa

    Marc Fogassa

    Chairman & CEO

    Jupiter Gold Corporation

United States securities and exchange commission logo
January 24, 2024
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
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 28, 2023
File No. 333-214872
Dear Marc Fogassa:
            We have reviewed your January 12, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 13,
2023 letter.
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.

 FirstName LastNameMarc Fogassa
 Comapany NameJupiter Gold Corporation
 January 24, 2024 Page 2
 FirstName LastName
Marc Fogassa
Jupiter Gold Corporation
January 24, 2024
Page 2
•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.
2.We note your response to prior comment 2 stating that you "...will remove any disclosures
that are not supportable pursuant to the requirements of Item 1302(a)(1) of Regulation S-
K," although also indicating that if the information is retained you would clarify that it
does not meet these requirements and is publicly available and consistent with reporting
standards of the Brazilian national mining agency.

We continue to believe that you will need to remove estimates of mineralization from
your filing that do not meet the resource or reserve definitions in Item 1300 of Regulation
S-K, and which you are unable to support in accordance with Item 1302(a)(1) of
Regulation S-K. We reissue prior comment 2.
3.We note your response to prior comment 4 stating that the gold bar illustration in your
filing "is an example of a product" from your portable alluvial gold processing plant,
although you have not provided any details regarding the timeframe or circumstances of
its production or how it serves as an appropriate example.

Unless you are able to show relevant correlation with your properties or services please
remove the illustration to avoid misleading inferences.

However, if you believe that you are able to justify using the illustration in your filing,
provide us with the relevant details and a draft of any clarifying disclosures that you
propose to accompany the photograph. We reissue prior comment 4.
            Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have
questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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

CORRESP
1
filename1.htm

December
27, 2023

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”), 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 Company has been working diligently
in addressing the Staff’s questions, but management will need more time to properly answer all of the Staff’s
comments. The primary reason for such delay is the disruption created by the holiday season, which has made
it very difficult to access the necessary experts whose involvement in preparing responses to the Staff’s comments is paramount.
The Company’s goal is to provide a response letter to the Staff’s Comment Letter by January 12, 2024. We hope
that this is acceptable and thank you in advance for your understanding.

Very
Truly Yours,

    /s/
    Marc Fogassa

    Marc
    Fogassa

    Chairman
    & CEO

    Jupiter
    Gold Corporation

United States securities and exchange commission logo
December 13, 2023
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
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 28, 2023
File No. 333-214872
Dear Marc Fogassa:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.

 FirstName LastNameMarc Fogassa
 Comapany NameJupiter Gold Corporation
 December 13, 2023 Page 2
 FirstName LastNameMarc Fogassa
Jupiter Gold Corporation
December 13, 2023
Page 2

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.
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.
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.
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.

 FirstName LastNameMarc Fogassa
 Comapany NameJupiter Gold Corporation
 December 13, 2023 Page 3
 FirstName LastName
Marc Fogassa
Jupiter Gold Corporation
December 13, 2023
Page 3

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 plant.

            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 Karl Hiller at 202-551-3686 if you have
questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561        January 9 , 2018

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 completed our review of your filing.  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.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

December 22, 2017

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: Jupiter Gold Corporation

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed May 15, 2017

File No. 333-214872

Dear Mr. Reynolds:

Reference is made to your comment letter, dated December 14, 2017, to Jupiter Gold Corporation (the "Company" or "Jupiter Gold"), relating to the subject filing (the "Comment Letter").

In response to the Comment Letter, we intend to file an amendment to our Form 20-F for the Fiscal Year Ended December 31, 2016 in which Item 5 will be revised to read in its entirety as follows:

Item 5.    Operating and Financial Review and Prospects.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information included elsewhere in this registration statement. This discussion contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements and as a result of the factors we describe under "Risk Factors" and elsewhere in this filing. See "Special Note Regarding Forward-looking Statements" and "Risk Factors." We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Page 1

I.

OVERVIEW

Jupiter Gold Corporation ("Jupiter Gold", the "Company", "we", "us", or "our"), together with its subsidiary, Mineração Jupiter Ltda., owns title to six mineral rights for gold and two mineral rights for manganese in Brazil. These mineral rights are described in Section II. Mineral Rights below. Additionally, the Company has built an initial modular plant for recovery of alluvial gold and placed it in a mining concession in Brazil under a royalty agreement, described in Section III. First Modular Plant below.

II.

MINERAL RIGHTS

We have title to eight minerals rights encompassing a total surface area of approximately 80,209 acres as follows:

DNPM

Mineral

Right

Number

Mineral Right

Status

Location

in

Brazil

Area of

Mineral

Right

(in acres)

Minerals

Currently

Listed in

Mineral

Right

Validity of

Current Stage

of the

Mineral Right

(when

applicable)

860.807/2016

RP

Crixás

3,068

gold

12/27/2019 (1)

831.883/2016

RP

Paracatu

773

gold

04/12/2020 (1)

831.942/2016

RP

Itabira

4,653

gold

04/12/2020 (1)

831.665/2016

RP

Diamantina

233

manganese

05/03/2020 (1)

831.642/2016

RP

Diamantina

2,152

manganese

06/06/2020 (1)

880.133/2016

ARP

Apuí

23,043

gold

n/a (2)

880.134/2016

ARP

Apuí

23,207

gold

n/a (2)

880.135/2016

ARP

Apuí

23,080

gold

n/a (2)

Table Legend:

DNPM is the "Departamento Nacional de Produção Mineral", the Brazilian national mining department, a federal entity with offices in each state

Ref: Mineral Right Status

RP: Research Permit Granted

ARP: Application for Research Permit

Ref: Location in Brazil

Apuí: Apuí municipality, state of Amazonas

Crixás: Crixás municipality, state of Goiás

Paracatu: Paracatu municipality, state of Minas Gerais

Diamantina: greater Diamantina region, state of Minas Gerais

Itabira: greater Itabira region, state of Minas Gerais

Page 2

Ref: Validity of the Current Stage of the Mineral Right

(1)

By this date the Company must submit a research report to DNPM which, if approved, allows the Company to proceed towards obtaining a mining concession. By this date, if the research is not concluded, the Company may request an extension upon submission of some preliminary findings; DNPM usually grants such extensions for one to three additional years but there are no guarantees.

Details on Each Mineral Right

DNPM 831.883/2016

We have title to the mineral right designated by the number DNPM 831.883/2016. Its status is that of "Alvará de Resquisa" or research permit.

Location

DNPM 831.883/2016 is located in the municipality of Paracatu, state of Minas Gerais, in Brazil.

The city of Paracatu was founded in the early 17th century by pioneers searching for gold and silver.  Today, Paracatu is a city with 100,000 inhabitants. Only 1.2 miles from city center sits the largest gold mine in Brazil, on a deposit named "Morro do Ouro", which is owned and operated by Kinross Gold, one of the world's largest gold producers. It annually produces 480,000 ounces of gold and is also the largest gold deposit in Brazil, with 16 Million ounces of gold (6 million ounces of past production and 9.6 million ounces in reserves, as of 2015 Kinross Gold's published estimates).

Paracatu is located in the northwest part of the state of Minas Gerais, approximately 300 miles from Belo Horizonte, the capital of the state of Minas Gerais. Paracatu is also located 125 miles from Brasilia, the capital of Brazil. It has a regional airport with flights to these cities and others. The city has all of the infrastructure and labor needed for mining research and exploration.

Size

DNPM 831.883/2016 has a surface area of 312.66 hectares (approximately 773 acres).

Coordinates

The coordinates of DNPM 831.883/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-17°15'01''463

-46°50'53''207

-17°15'56''063

-46°50'53''207

-17°15'56''063

-46°51'13''542

-17°15'56''560

-46°51'13''542

-17°15'56''560

-46°51'47''557

-17°15'56''065

-46°51'47''557

-17°15'56''034

-46°51'47''557

-17°15'56''034

-46°51'50''753

-17°14'56''524

-46°51'50''753

-17°14'56''524

-46°50'53''207

-17°15'01''463

-46°50'53''207

Page 3

Map

 Map – Mineral Right DNPM 831.883/2016; drawn on 11/02/2016 by W. Oliveira.

Industry Guide 7 Compliance

DNPM 831.883/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 860.807/2016

We have title to the mineral right designated by the number DNPM 860.807/2016. Its status is that of "Alvará de Resquisa" or research permit.

Location

DNPM 860.807/2016 is located in the municipalities of Crixás and Uirapuru, state of Goiás, in Brazil.

Crixás was founded in the 18th century by pioneers searching for gold. Today, Crixás has 15,000 inhabitants, and its municipality is home to the some of the largest gold operations in Brazil, with large gold mines and projects from AngloGold Ashanti and Cleveland Mining.

Page 4

According to publicly available information, the AngloGold Ashanti operations in Crixás encompass three underground and two open-pit mines. Production of over 4 million ounces of gold has occurred from these mines, and more than 3 million ounces remain; the 2015 annual yield was 132,000 ounces of gold.

Size

DNPM 860.807/2016 has a surface area of 1,993.02 hectares (approximately 4,925 acres).

Coordinates

The coordinates of DNPM 860.807/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-14°17'33''849

-49°52'32''642

-14°17'49''893

-49°52'32''642

-14°17'49''893

-49°52'32''633

-14°17'49''894

-49°52'32''633

-14°17'49''894

-49°51'50''935

-14°18'54''969

-49°51'50''935

-14°18'54''969

-49°50'44''160

-14°18'33''817

-49°50'44''160

-14°18'33''817

-49°50'19''172

-14°17'58''023

-49°50'19''172

-14°17'58''023

-49°49'54''151

-14°17'36''871

-49°49'54''151

-14°17'36''871

-49°49'37''472

-14°20'08''484

-49°49'37''472

-14°20'08''484

-49°52'32''711

-14°18'49''229

-49°52'32''711

-14°18'49''229

-49°53'09''593

-14°17'33''849

-49°53'09''593

-14°17'33''849

-49°52'32''642

Page 5

Map

Map – Mineral Right DNPM 860.807/2016; drawn on 11/02/2016 by W. Oliveira.

Industry Guide 7 Compliance

DNPM 860.807/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 831.942/2016

We have title to the mineral right designated by the number DNPM 831.942/2016. Its status is that of "Alvará de Resquisa" or research permit.

Location

DNPM 831.942/2016 crosses into the municipalities of Dionisio, Marliéria, e São Domingos do Prata, all in the state of Minas Gerais, in Brazil. These municipalities are within the greater Itabira area.

Itabira is a city with 108,000 people, and is part of the "Quadrilátero Ferrífero", roughly a geographical quadrangle in shape with the largest iron mines in Brazil and underground gold mines.

Page 6

Size

DNPM 831.942/2016 has a surface area of 1,889.51 hectares (approximately 4,669 acres).

Coordinates

The coordinates of DNPM 831.942/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-19°46'15''600

-42°49'22''800

-19°46'55''200

-42°49'22''800

-19°46'55''200

-42°48'21''600

-19°49'19''200

-42°48'21''600

-19°49'19''200

-42°49'22''800

-19°49'40''800

-42°49'22''800

-19°49'40''800

-42°50'02''400

-19°49'01''200

-42°50'02''400

-19°49'01''200

-42°50'27''600

-19°46'15''600

-42°50'27''600

-19°46'15''600

-42°49'22''800

Page 7

Map

Map – Mineral Right DNPM 831.942/2016; drawn on 11/02/2016 by W. Oliveira.

Industry Guide 7 Compliance

DNPM 831.942/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 880.133/2016

We have title to the mineral right designated by the number DNPM 880.133/2016. Its status is that of "Requerimento de Pesquisa" or request for research permit.

Location

DNPM 880.133/2016 is located in the municipality of Apuí, state of Amazonas, in Brazil.

Size

DNPM 880.133/2016 has a surface area of 9,325.31 hectares (approximately 23,043 acres).

Page 8

Coordinates

The coordinates of DNPM 880.133/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-07°03'21''278

-60°05'58''879

-07°08'14''679

-60°05'58''879

-07°08'14''679

-60°11'36''022

-07°03'18''797

-60°11'36''022

-07°03'18''797

-60°11'34''391

-07°03'21''278

-60°11'34''391

-07°03'21''278

-60°05'58''879

Map

Map – Mineral Right DNPM 880.133/2016; drawn on 11/02/2016 by W. Oliveira.

Page 9

Industry Guide 7 Compliance

DNPM 880.133/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 880.134/2016

We have title to the mineral right designated by the number DNPM 880.134/2016. Its status is that of "Requerimento de Pesquisa" or request for research permit.

Location

DNPM 880.134/2016 is located in the municipality of Apuí, state of Amazonas, in Brazil.

Size

DNPM 880.134/2016 has a surface area of 9,391.67 hectares (approximately 23,207 acres).

Coordinates

The coordinates of DNPM 880.134/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-07°03'21''278

-60°05'58''879

-07°03'21''278

-60°11'34''391

-07°03'18''797

-60°11'34''391

-07°03'10''357

-60°11'34''391

-07°03'10''357

-60°11'33''931

-06°58'25''526

-60°11'33''931

-06°58'25''526

-60°05'57''149

-07°03'21''278

-60°05'57''149

-07°03'21''278

-60°05'58''879

Page 10

Map

Map – Mineral Right DNPM 880.134/2016; drawn on 11/02/2016 by W. Oliveira.

Industry Guide 7 Compliance

DNPM 880.134/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 880.135/2016

We have title to the mineral right designated by the number DNPM 880.135/2016. Its status is that of "Requerimento de Pesquisa" or request for research permit.

Location

DNPM 880.135/2016 is located in the municipality of Apuí, state of Amazonas, in Brazil.

Size

DNPM 880.135/2016 has a surface area of 9,340.04 hectares (approximately 23,080 acres).

Page 11

Coordinates

The coordinates of DNPM 880.135/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-07°03'07''637

-60°16'56''443

-07°03'10''357

-60°16'56''443

-07°03'10''357

-60°11'36''021

-07°03'18''797

-60°11'36''021

-07°08'14''679

-60°11'36''021

-07°08'17''489

-60°11'36''021

-07°08'17''489

-60°16'58''594

-07°03'07''637

-60°16'58''594

-07°03'07''637

-60°16'56''443

Map

Map – Mineral Right DNPM 880.135/2016; drawn on 11/02/2016 by W. Oliveira.

Page 12

Industry Guide 7 Compliance

DNPM 880.135/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 831.665/2016

We have title to the mineral right designated by the number DNPM 831.665/2016. Its status is that of "Alvará de Resquisa" or research permit.

Location

DNPM 831.665/2016 is located in the municipalities of Augusto de Lima, Buenopolis, and Diamantina, state of Minas Gerais, in Brazil.

Size

DNPM 831.665/2016 has a surface area of 94.44 hectares (approximately 233 acres).

Coordinates

The coordinates of DNPM 831.665/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-18°09'06''501

-43°56'54''794

-18°09'06''501

-43°57'42''551

-18°08'44''619

-43°57'42''549

-18°08'44''619

-43°56'54''794

-18°09'06''501

-43°56'54''794

Page 13

Map

Map – Mineral Right DNPM 831.665/2016; drawn on 12/20/2017 by R. Mello.

Industry Guide 7 Compliance

DNPM 831.665/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

DNPM 831.642/2016

We have title to the mineral right designated by the number DNPM 831.642/2016. Its status is that of "Alvará de Resquisa" or research permit.

Location

DNPM 831.642/2016 is located in the municipalities of Senador Modestino Gonçalves, state of Minas Gerais, in Brazil.

Page 14

Size

DNPM 831.642/2016 has a surface area of 870.93 hectares (approximately 2,152 acres).

Coordinates

The coordinates of DNPM 831.642/2016 are as follows (using SIRGAS2000):

Latitude

Longitude

-17°50'10''467

-43°10'29''389

-17°50'51''224

-43°10'29''389

-17°50'51''224

-43°10'12''738

-17°51'33''352

-43°10'12''738

-17°51'33''352

-43°11'35''771

-17°51'06''561

-43°11'35''771

-17°51'06''561

-43°11'39''684

-17°49'30''978

-43°11'39''684

-17°49'30''978

-43°10'18''699

-17°50'10''467

-43°10'18''699

-17°50'10''467

-43°10'29''389

Page 15

Map

Map – Mineral Right DNPM 831.642/2016; drawn on 12/20/2017 by R. Mello.

Industry Guide 7 Compliance

DNPM 831.642/2016 is without known reserves, according to such definition under the SEC's Industry Guide 7. Our intended program for this area is exploratory in nature.

III.

FIRST MODULAR PLANT

The Company has built an initial modular plant for recovery of alluvial gold and placed it in a mining concession in Brazil under a royalty agreement. The plant uses high speed centrifugation as the primary method of gold separation.

This modular plant is owned by the Company, and is solely operated by Brazil Minerals, Inc. ("Brazil Minerals"), a Nevada corporation with presence in Brazil, which retains 100% of the diamonds and 50% of the gold recovered from it, while the other 50% of gold is for the account of the Company. Brazil Minerals is an affiliate and the largest shareholder in the Company.

Page 16

Details of the Modular Plant

The use of centrifugal concentrators for free gold recovery from alluvial ore has been a common practice in the mining industry for over two decades. This method uses the difference in intrinsic densities between gold and the "waste" for separation – whereas the native gold density is equal to 19.0 g/cm³, the density of silica, the main component of the waste, is equal to 2.6 g/cm³.

This equipment was originally developed by the Canadian mining industry and has several advantages ove

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

CORRESP
1
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.

Mail Stop 3561

        December 6, 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
Registration Statement on Form F -1
Filed December 1, 2016
File No. 333 -214872

Dear Mr. Fogassa:

We have reviewed your 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 amending your registration statement and providing the
requested information.   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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments .

Use of Proceeds, page 19

1. In light of the fact at least half of the proceeds from the offering will be used for working
capital, please disclose additional detail regarding the elements of working capital.

Exhibit 5.1

2. Please have counsel revise the legal opinion to opine on the laws of the registrant’s
jurisdiction of incorporation.  See Section II.B.1.c of Staff Legal Bulletin No. 19,
available at https://www.sec.gov/interps/legal/cfslb19.htm .

Marc Fogassa
Jupiter Gold Corporation
December 6, 2016
Page 2

 Exhibit 23.1

3. Please make arrangements with your auditors to provide an updated consent that refers to
the correct date for their audit report (September 29, 2016).

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

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the reques ted effective date of the registration
statement.

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 have 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
Assista nt Director
Office of Beverages, Apparel and
Mining

cc:  Jay Weil, Esq.

Mail Stop 3561

        November 18, 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
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted November 10, 2016
CIK No. 0001684688

Dear Mr. Fogassa:

We have reviewed your amended 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 stateme nt 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
October 27, 2016 lette r.

General

1. We note the reduction in the size of the offering in response to comment 3.  As
previously requested, please also provide us with an analysis of why you believe this
selling shareholder offering is not by or on behalf of the issuer in light of  the relationship
between Jupiter Gold and the selling shareholder, the circumstances under which the
shares were issued and the amount of time that the selling shareholder has held the
shares.  For guidance related to the relationship between the company and the selling
shareholder please also note Securities Act Rules C&DI 212.15 available at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm , which
further clarifies that the parent company is unable to conduct an offering under Rule

Marc Fogassa
Jupiter Gold Corporation
November 18, 2016
Page 2

 415(a)(1)(i).  If the parent chooses to go forward with this offering, it would have to price
the offering, either at a fixed price or a range, subject to c ompliance with Rule 430A, and
would have to disclose that Brazil Minerals is an underwriter .

Use of Proceeds, page 19

2. Please disclose the amount(s) allocated to the working capital and additional reserves at
each level of proceeds raised.

3. We reissue co mment 12.  We note the disclosure in this section and in the risk factors
section 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
that s uch reservation is due to certain contingencies that are discussed specifically and the
alternatives to such use in that event are indicated.  Please revise.

Business, page 25

Our Gold Properties, page 31

4. We note your response to comment 18 indicating y our draft has been edited in response
to our comment.  However we note that sections II.1 through II.6 all state “the current
status level within DNPM is that of Exploration Permit request ("Requerimento de
Resquisa").  Please see item III.1 for details on  the various status levels.”  Please clarify
that the permit status levels are found in section IV.1 and not III.1 and define the permit
classification for Requerimento de Resquisa.

Consultants, page 51

5. Please file a consent of expert from Mr. Francescat to as an exhibit to the registration
statement.  Mr. Francescatto’s consent should agree with the statements attributable to
him in the prospectus and consent to being named in the prospectus.

Common  Stock Ownership of Certain Beneficial Owners and Mana gement, page 52

6. Please add a separate column to the table to reflect the percentage ownership including
the preferred stock voting rights.

Marc Fogassa
Jupiter Gold Corporation
November 18, 2016
Page 3

 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 have 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, Apparel and
Mining

cc:  Jay Weil, Esq.

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.