SecProbe.io

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 Correspondence

 EXOUSIA PRO, INC.

 7901 4th Street N #23494

 St. Petersburg, Florida 33702

 September 4, 2025

 VIA EDGAR

 Uwem Bassey

 Office of Technology

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Exousia Pro, Inc. (the "Company")
 Offering Statement on Form 1-A (the "Offering Statement")
 File No. 024-12629

 Dear Mr. Bassey:

 On behalf of the Company, I respectfully request
that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Monday, September
8, 2025, at 3:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

 In making this request, the Company represents
that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the
"Commission"), and acknowledges the following:

 - should the Commission or the Staff, acting pursuant to delegated authority, declare the filing
qualified, it does not foreclose the Commission from taking any action with respect to the filing;

 - the action of the Commission or the staff, acting pursuant to delegated authority, to declare
the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing;
and

 - the Company may not assert staff comments and/or qualification as a defense in any proceeding
initiated by the Commission or any person under the federal securities law of the United States.

 Very truly yours,

 /s/ Michael Sheikh

 Michael Sheikh

 Chief Executive Officer

 Exousia Pro, Inc.

CORRESP
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 Correspondence

 NEWLAN
LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 August 13, 2025

 Uwem Bassey

 Office of Technology

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Exousia Pro, Inc.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed July 23, 2025
 File No. 024-12629

 Dear Mr. Bassey:

 This is in response to the letter
of comment of the Staff dated August 4, 2025, relating to the captioned Amendment No. 1 to the Offering Statement on Form 1-A of Exousia
Pro, Inc. (the "Company"). Each of the Staff's comments is addressed below, seriatim :

 Amendment No. 1 to Offering Statement on Form
1-A

 Part II and III

 Results of Operations, page 17

 Comment No. 1 : For the fiscal year ended
December 31, 2024 please clarify the circumstances of the $233,375 in consulting and professional fees incurred by the predecessor, Exousia
AI.

 Please note that the Company's original submission
erroneously present the "Successor" results of operations for the fiscal year ended December 31, 2024. These operations of
the successor had $233,375 in consulting fees, mainly made up of $200,000 in share based payments and the remainder being professional
fees for accountants, lawyers and transfer agent.

 Financial Statements, page F-1

 Comment No. 2 : Please address the following
in your financial statements:

 • Revise to heading of the Consolidated Balance Sheets on page F-2 so it no Longer reads
"Marijuana, Inc."

 The
Company has made this correction.

 • Revise the heading of the Notes to Unaudited Financial Statements on page F-16 so it no
longer reads "April 30, 2024."

 The
Company has made this correction.

 • Revise to quantify and describe the nature of the "intangible assets" acquired,
as disclosed on page F-19 and elsewhere in the offering statement, including page F-6.

 The
Company has made additional disclosures regarding the nature of the intangible assets acquired on pages F-19 and elsewhere throughout,
including page F-6.

 _________________________________

 Please be advised that, with respect
to the selling shareholder disclosure, such disclosure has been updated to reflect the most recent disclosure standards, as discussed
by the Staff and the undersigned.

 Please be further advised that,
in light of recent discussions between the Staff and the undersigned, the Company confirms that it understands each of the provisions
of Rule 253(b), including the notes to such paragraph.

 _________________________________

 We believe that this filing is
now in order for qualification.

 Please feel free to contact the
undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.

 Thank you for your attention in
this matter.

 Sincerely,

 NEWLAN LAW FIRM, PLLC

 By: /s/ Eric Newlan

 Eric Newlan

 Managing Member

 cc: Exousia Pro, Inc.

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<TEXT>
 August 4, 2025

Michael Sheikh
Chief Executive Officer
Exousia Pro, Inc.
7901 4th Street N #23494
St. Petersburg, FL 33702

 Re: Exousia Pro, Inc.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed July 23, 2025
 File No. 024-12629
Dear Michael Sheikh:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering 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 offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our July 17,
2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A
Part II and III
Results of Operations, page 17

1. For the fiscal year ended December 31, 2024 please clarify the
circumstances of
 the $233,375 in consulting and professional fees incurred by the
predecessor, Exousia
 AI.
Financial Statements, page F-1

2. Please address the following in your financial statements:
 Revise to heading of the Consolidated Balance Sheets on page F-2 so
it no longer
 reads "Marijuana, Inc."
 August 4, 2025
Page 2

 Revise the heading of the Notes to Unaudited Financial Statements
on page F-16
 so it no longer reads "April 30, 2024."
 Revise to quantify and describe the nature of the "intangible
assets" acquired, as
 disclosed on page F-19 and elsewhere in the offering statement,
including page F-
 6.

 Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Eric Newlan
</TEXT>
</DOCUMENT>

<DOCUMENT>
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 July 17, 2025

Michael Sheikh
Chief Executive Officer
Exousia Pro, Inc.
7901 4th Street N #23494
St. Petersburg, FL 33702

 Re: Exousia Pro, Inc.
 Offering Statement on Form 1-A
 Filed June 18, 2025
 File No. 024-12629
Dear Michael Sheikh:

 We have reviewed your offering statement and have the following
comments.

 Please respond to this letter by amending your offering 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 offering statement and the
information you
provide in response to this letter, we may have additional comments.

Offering Statement on Form 1-A
Risk Factors, page 3

1. We note that the Series B Convertible Preferred Stock will be
convertible into a
 number of shares that represents ~70% of the total shares outstanding
assuming all
 shares are sold in this offering. Please include risk factor disclosure
regarding the
 risks of such conversion, including dilution and impact to the stock
price.
Use of Proceeds, page 9

2. Please revise to clarify whether any of the proceeds will be used to
compensate
 officers and directors of the Company or to discharge indebtedness.
Refer to
 Instructions 2 and 6 to Item 6 of Form 1-A.
Business, page 14

3. We note your disclosure that you have a patented manufacturing process.
Please
 revise to provide a discussion of your patents and their current status.
Refer to Item
 7(a)(2) of form 1-A.
 July 17, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 17

4. Please expand your disclosure to provide information about your
liquidity (both short
 and long term), including a description and evaluation of the internal
and external
 sources of liquidity and a brief discussion of any material unused
sources of liquidity.
 Include a statement indicating whether, in the company s opinion, the
proceeds from
 the offering will satisfy your cash requirements or whether you
anticipate it will be
 necessary to raise additional funds in the next six months to implement
your plan of
 operations. Finally, describe, if formulated, your plan of operation for
the 12 months
 following the commencement of the proposed offering. Refer to Items 9(b)
and (c) in
 Part II of Form 1-A.
Part II and III
Financial Statements, page F-1

5. Your disclosure on page F-16 states that you were a former shell
company, a status
 that was changed when you acquired Exousia AI, Inc. on December 31,
2024. You
 also disclose that Exousia AI, Inc. has operations and was deemed the
predecessor
 entity. Please address the following:
 Revise to provide the historical financial statements of Exousia AI,
Inc., the
 predecessor, through December 31, 2024 (the acquisition date)
pursuant to Article
 8 of Regulation S-X, including interim periods. Refer to (b)(7)(iii)
of Part F/S of
 Form 1-A of Regulation A.
 Revise your related disclosures elsewhere in the filing to address
this change in
 the financial statements and explain what "predecessor" and
"successor"
 represent.
 Revise Management's Discussion and Analysis (MD&A) to discuss
Exousia AI
 Inc.'s historical operating results for each period presented prior
to the date of
 acquisition.
6. Please tell us in detail and revise your footnotes and MD&A to clarify
how you
 accounted for the acquisition of Exousia AI, Inc., including the
relative voting rights
 in the combined entity after the business combination.
7. In addition, the filing should include pro forma financial information
pursuant to Part
 F/S, Section (b)(7)(iv) to reflect the transaction with Exousia AI,
Inc., or provide us an
 analysis supporting why they are not required.
8. When addressing your equity class structure, we note that "upon
conversion, the then-
 holder(s) of the Series A Preferred Stock, as a group, will be issued a
number of
 shares of common stock equal to 9.108% of the issued and outstanding
shares of all of
 our common stock." Please expand your discussion to clarify the specific
 circumstances under which the holder of the Class A Preferred Stock may
convert
 such shares into common stock. In addition, please address the potential
implications
 of this conversion, including how it could result in a change in control
of the
 company.
 July 17, 2025
Page 3

 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. If a participant in your
offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us
that it has no
objections to the compensation arrangements prior to qualification.

 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 Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Newlan
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September 12, 2018
Steve Flechner
President
Discovery Gold Corp
P.O. Box 181062
Denver, CO 80218
Re:Discovery Gold Corp
Registration Statement on Form 10-12G
Filed on July 30, 2018
File No. 000-54709
Dear Mr. Flechner:
            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 Telecommunications

August 23, 2018
Steve Flechner
President
Discovery Gold Corp
P.O. Box 181062
Denver, CO 80218
Re:Discovery Gold Corp
Registration Statement on Form 10-12G
Filed on July 30, 2018
File No. 000-54709
Dear Mr. Flechner:
            We have reviewed your filing 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 these comments 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 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 10-12G filed July 30, 2018
Cautionary Note Regarding Forward-Looking Statements , page 3
1.We note that you refer to Section 27A of the Securities Act.  Because you are an issuer of
penny-stock, the safe harbor provisions for forward-looking statements of the Private
Securities Litigation Reform Act of 1995 found in Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act does not apply to you.  Please revise to delete
all mention of this safe harbor.
General Business Plan, page 4
2.Revise to state whether the decision to acquire a particular entity will be subject to a
shareholder vote.

 FirstName LastNameSteve Flechner
 Comapany NameDiscovery Gold Corp
 August 23, 2018 Page 2
 FirstName LastNameSteve Flechner
Discovery Gold Corp
August 23, 2018
Page 2
Risk Factors, page 6
3.Since you are a shell company, please revise to disclose the requirements that must be met
under Rule 144(i) for your security holders to be able to rely on Rule 144 for the resale of
your shares, and the effect these restrictions may have on the liquidity of a holder's shares.
Plan of Operation, page 14
4.Disclose whether you have any substantial basis for your statement that you may be able
to rely on advances from your principle shareholders, officers and directors to obtain
funding.
5.Please disclose your plans to obtain the funding necessary to effect your business plan to
merge with another entity.  Discuss any obstacles or risks to obtaining such funding.  In
particular, explain that any public offering of securities will be subject to Rule 419.
Subsequent Events, page 20
6.Please file as an exhibit the agreement with your principal outstanding creditor and the
two majority shareholders discussed in this section.
Directors and Executive Officers, page 21
7.Please provide clear disclosure regarding Stephen Flechner's principal business activities
during the last five years, including dates.
Committees of the Board of Directors, page 22
8.Revise to state who serves on the committees discussed.
Conflicts of Interest - General, page 22
9.Please revise to clarify your expectations regarding how much of their business time
Messrs. Flechner and Shearing will devote to the business of the company.

            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.
            You may contact Claire Delabar, Staff Accountant, at 202-551-3349 or Terry French,
Accounting Branch Chief, at 202-551-3828, if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg Dundas, Staff Attorney, at 202-
551-3436 or Paul Fischer, Attorney Adviser, at 202-551-3415, with any other questions.

 FirstName LastNameSteve Flechner
 Comapany NameDiscovery Gold Corp
 August 23, 2018 Page 3
 FirstName LastName
Steve Flechner
Discovery Gold Corp
August 23, 2018
Page 3
Sincerely,
Division of Corporation Finance
Office of Telecommunications

July 27, 2012
 Via E-mail

Dean Huge Chief Financial Officer   Discovery Gold Corporation 2817 NE 32 Street, #201  Fort Lauderdale, FL 33306
Re: Discovery Gold Corporation (f/k /a Norman Cay Development, Inc.)
 Current Report on Form 8-K  Filed on January 30, 2012
File No. 333-167284

Dear Mr. Huge:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for
  Larry Spirgel
Assistant Director
 cc: Via E-mail

 Wei Wang, Esq.
Sichenzia Ross Friedman Ference LLP

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July 13, 2012

VIA EDGAR

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:         Discovery Gold Corporation

F/K/A Norman Cay Development, Inc.

Form 10-Q/A for the quarter ended January 31, 2012

Filed on June 5, 2012

Form 8-K/A dated January 23, 2012

Filed on June 5, 2012

Response letter dated June 5, 2012

File No. 000-54709

We are responding to comments contained in the Staff letter, dated June 15, 2012, addressed to Dean Huge, Chief Financial Officer of the Company, with respect to the Company’s Form 10-Q/A for the quarter ended January 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on June 5, 2012, Form 8-K/A dated January 23, 2012 filed on June 5, 2012 and response letter dated June 5, 2012.

The Company has replied below on a comment by comment basis, with each response following a repetition of the Staff’s comment to which it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.

Form 8-K/A filed June 5, 2012

Item 1. Business, page 4

1.

It does not appear your response to comment 3 from our letter dated April 4, 2012 is in the disclosure. If so, please advise exactly where your response is; otherwise, revise to incorporate your response regarding the relationships among Norman Cay Development, Inc. and its affiliates, Discovery Gold Ghana Limited and its affiliates, and North Springs Resources Corp. and its affiliated at the time of the earn-in agreement.

Response:

We will add the following disclosure in Amendment No. 4 to the Form 8-K to include our response to comment 3 from your letter dated April 4, 2012.

Earn-In Agreement

On January 25, 2012, the Company, through its wholly-owned subsidiary, DGG, entered into certain Earn-In Agreement (the “Earn-In Agreement”) by and between DGG and North Springs Resources Corp., a Nevada corporation (“NSRS”). Pursuant to the Earn-In Agreement, NSRS shall acquire working interest (the “Working Interest”) in DGG’s interest (“DGG’s Interest”) in the Property, per the terms of the Earn-In Agreement as follows:

Working Interest:

NSRS shall provide a total of one million two hundred fifty thousand dollars ($1,250,000) to DGG according to the following payment schedule (each a “Commitment Payment”):

(i) an initial payment of two hundred fifty thousand dollars ($250,000) (the “Initial Payment”), of which one hundred fifty thousand dollars ($150,000) is due within five (5) days of the execution of the Earn-In Agreement and the remaining one hundred thousand dollars ($100,000) is due within thirty (30) days of the execution of the Earn-In Agreement;

(ii) five hundred thousand dollars ($500,000) on or before July 31, 2012 (the “Second Commitment Payment”); and

(iii) five hundred thousand dollars ($500,000) on or before December 31, 2012 (the “Third Commitment Payment”).

Upon making the full Initial Payment to DGG, NSRS acquired a five percent (5%) Working Interest in DGG’s Interest.

In the event that NSRS fails to provide the Second Commitment Payment to DGG on or before July 31, 2012, fifty percent (50%) of NSRS’ Working Interest shall automatically revert back to DGG and NSRS shall be deemed to have forfeited its right to provide the Third Commitment Payment.  DGG shall then have the option to buy back an additional twenty five percent (25%) of NSRS’ Working Interest in exchange for one hundred fifty thousand dollars ($150,000).

Additional Working Interest:

NSRS shall acquire an additional twenty five percent (25%) Working Interest in DGG’s Interest (the “Additional Interest”) in exchange for ten million (10,000,000) shares of common stock of NSRS (the “NSRS Shares”).  The Additional Interest is in addition to the Working Interest described above.

In the event that the value of the NSRS Shares is less than two million five hundred dollars ($2,500,000) on October 1, 2012, DGG shall have the option to either: (a) take back the Additional Interest from NSRS and return the NSRS Shares to NSRS; or (b) keep the NSRS Shares and allow NSRS to keep the Additional Interest.  If DGG elects option (a), DGG shall notify NSRS of its decision in writing within five (5) business days from October 1, 2012.

There were no material relationships that existed between NCDL and its affiliates, DGG and its affiliates, and NSRS and its affiliates at the time of the Earn-In Agreement. NCDL and DGG were introduced to NSRS through Gerry Bellanger of Live Call Investor Relations Company located in Toronto, Canada, the investor relations firm for both NCDL and NSRS. Gerry Bellanger introduced Harry Lapa, President of NSRS, to Dean Huge, Chief Financial Officer of NCDL and Donald Ross, director of NCDL and President of DGG. NCDL was in need of financial resources for development and believed the terms of financing under the Earn-In Agreement favorable to the Company. NSRS, on the other hand, considered the transaction a good investment opportunity. Thus the parties proceeded to consummate the transaction. The Earn-In Agreement and related documents were prepared by the counsels for NCDL and NSRS.

Adom Option Agreement, page 7

2.

We note your responses to comments 4 and 5 from our letter dated May 21, 2012 regarding the delay in the execution of the Option Assignment Agreement and the current lack of legal effectiveness and enforceability of the assignment of the Option. Please prominently highlight throughout your disclosure the date the Option Assignment Agreement was executed by all parties and yet, notwithstanding this, the assignment of the Option to Discovery Gold Ghana Limited (“DGG”) is not currently legally effective or enforceable so that DGG has not succeeded to the Option Assignment Agreement. Clearly state that Norman Cay Development, Inc. acquired DGG prior to the execution of the Option Assignment Agreement and revise disclosure that suggests otherwise, such as the third and fourth sentences in the second paragraph on page 4. Please present a risk factor on this issue and revise your Management’s Discussion and Analysis accordingly. Similarly, revise the Form 10-Q for the fiscal quarter ended January 31, 2012 as necessary.

Response:

Due to an internal clerical error of the Minerals Commission, the appropriate internal governmental documents were not submitted to the Ministry of Lands and Natural Resources until July 4, 2012. Pursuant to our Ghana counsel, the Technical Director for Mining has confirmed from their official record receipt of a letter of recommendation from the Minerals Commission dated June 6, 2012 with respect to the Option Assignment Agreement dated August 22, 2011 between Xtra-Gold and DGG.  The Technical Director indicated that based on the Commission’s recommendation he expects that the Minster would issue the letter of approval within the next few weeks. Nevertheless, we would like to amend our disclosure pursuant to your comments prior to receipt of the final approval from the Ministry.

We will revise our disclosure as follows in Amendment No. 4 to the Form 8-K, with the changes underlined for your ease of reference.

On September 2, 2011, Norman Cay Development, Inc., a Nevada corporation (the “Company”) entered into a certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), and the majority stockholder of the Company. Pursuant to the Share Exchange Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding ordinary shares of DGG, and in exchange the Company: (i) made a one-time payment of one hundred thousand dollars ($100,000) to DGG and (ii) issued seventeen million five hundred thousand (17,500,000) newly-issued shares of restricted common stock of the Company to the DGG Stockholders resulting in the acquisition of DGG by the Company (the “Acquisition”). The Company determined that the Acquisition will allow the Company to move forward with its new business plan to conduct mineral exploration activities. As a result of closing the Share Exchange Agreement, the Company has acquired DGG, as its wholly-owned subsidiary. , and thus has acquired the Option to acquire the mineral rights to the Edum Banso Concession in Ghana in the South Western Region of West Africa (the “Option”).. The acquisition of DGG and thus the acquisition of the Option rights by the Company did not require Ghana government regulatory consent under the Mining Act or any other applicable legislation of Ghana.

Option Assignment Agreement

On August 22, 2011, DGG entered into an Agreement for Assignment of Option Interest (the “Option Assignment Agreement”), by and among XGEL, Xtra Gold (collectively XGEL and Xtra Gold are referred to hereinafter as “Xtra-Gold Resources”), Adom and DGG, pursuant to which DGG was assigned the exclusive Option, for those mineral rights related to the Property. Pursuant to the terms thereof, Xtra-Gold Resources sold, assigned and transferred 100% of its right, title and interest in to the Option to DGG. Adom agreed to the assignment. In exchange for the Option, Xtra Gold Resources was to receive an aggregate payment of two hundred fifty thousand dollars ($250,000), of which $125,000 was paid in cash upon execution of the Option Assignment Agreement and the remainder $125,000 together with additional expense of $10,000 was issued in the form of a note by DGG, payable in six months from the date of the Option Assignment Agreement. The Option Assignment Agreement shall not be filed with the Government of Ghana until the note is paid in full. The note was paid off on January 23, 2012.  Additionally, Xtra Gold Resources received  a one-time issuance of DGG’s common stock, representing 5.71% of the issued and outstanding common stock of Norman Cay Development, Inc. upon acquisition of DGG by Norman Cay Development, Inc.

Although the Option Assignment Agreement was dated August 22, 2011, Adom did not sign it until the early part of 2012 as Adom raised some issues concerning its residual rights under the Option Agreement after XGEL had assigned the Option to DGG.  The issues raised by Adom were eventually resolved to Adom’s satisfaction. On April 4, 2012, the Option Assignment Agreement was executed by all parties.  The time lag between the raising of the issues by Adom and their resolution caused the delay in the execution of the Option Assignment Agreement thereby causing XGEL’s inability to seek Ghana Government approval of the Option Assignment Agreement until April 4, 2012.

Following an application made by XGEL on April 4, 2012, a formal approval of the Option Assignment Agreement was given by the Minerals Commission (“Mincom”) of Ghana by a letter dated May 4, 2012 (the “Letter”). The Letter is the official response of the Mincom to XGEL’s application for government approval of the Option Assignment Agreement as required by Section 14 of the Mining Law.  The Minister responsible for mines is required by the Mining Law to act on the advice of the Mincom when exercising his powers and discretions conferred on him under the Mining Law.  Consequently, all applications to the Minister for the exercise of such powers under the Mining Law are lodged with the Mincom which reviews the application and makes the appropriate recommendation to the Minister. The Mincom charges a consideration fee for reviewing and making recommendations to the Minister.  In the case of the XGEL’s application dated April 4, 2012 the letter dated May 4, 2012 was the official response of the Mincom confirming that the Mincom had received the application and accompanying documents, reviewed the XGEL’s application with its supporting documents and would recommend the application to the Minister, subject to the payment of a consideration fee of US$10,000 to the Commission.  DGG, as the assignee of the option rights, has since May 29, 2012 paid the consideration fee of US$10,000 to the Mincom, which will now forward its recommendation to the Minister to grant approval of the assignment of the Option rights from XGEL to DGG.  The Minister is required under the Mining Law not to unreasonably withhold such approval or grant such approval on unreasonable terms.  The Minister is also required to grant such approval within thirty (30) days of receipt of the recommendation from the Mincom or give written reasons to the applicant for failing to decide on the application within such period.

Pursuant to Section 14 of the Mining Law of Ghana, mineral right shall not in whole or in part  be transferred, assigned, mortgaged or otherwise encumbered or dealt with in any manner without the prior approval in writing of the Minister, which approval shall not be unreasonably withheld or given subject to unreasonable conditions. In the opinion of our Ghana counsel, the Option Assignment Agreement which is subject to this statutory provision will not be legally effective and enforceable prior to receiving the ministerial approval. The US$10,000 fee paid to the Mincom is not a prescribed statutory fee but rather an administrative fee which is charged by the Mincom for reviewing and recommending applications under the Mining Law to the Minister. Thus the fee will not affect the legality and enforceability of the assignment of the Option rights.

In addition, the Option Assignment Agreement prescribed that it would become effective upon receipt of all regulatory approvals in Ghana, U.S.A, and Canada including approval from the Minister of Mines and the TSX Exchange if applicable.  Pursuant to Section 6 of the Option Assignment Agreement, the procurement of the ministerial approval is one of the pre-conditions for the completion and effectiveness of the transfer of the option interest to DGG.  The approval of the Minster of Mines is the only regulatory approval that is required in Ghana for the effectiveness of the assignment of the option interest. This regulatory approval has been duly applied for and following demand made in its letter dated May 4, 2012, the requisite consideration fee of US$10,000 has been paid by DGG to the Ghana Minerals Commission on May 29, 2012.  Such ministerial approval should ordinarily be issued by the Minister within thirty days after receipt of the favorable recommendation from the Minerals Commission.

As of the date of this report, the Minister has not granted approval for the Option Assignment Agreement due to an internal clerical error by the Minerals Commission. The appropriate internal documents were not submitted until July 4, 2012.  As a result, the assignment of the Option to DGG is not currently legally effective or enforceable. Therefore, DGG has not succeeded to the Option Assignment Agreement.

We will also add the following risk factor in response to the above comment:

If we fail to obtain the Ghana governmental approval on the Option Assignment Agreement, our business in Ghana could be materially adversely affected.

Pursuant to Section 6 of the Option Assignment Agreement dated August 22, 2011 between XGEL and DGG, the procurement of the ministerial approval is one of the pre-conditions for the completion and effectiveness of the transfer of the option interest to DGG.  The approval of the Minster of Mines is the only regulatory approval that is required in Ghana for the effectiveness of the assignment of the option interest. This regulatory approval has been duly applied for and the requisite fee has been paid by DGG.  Such ministerial approval should ordinarily be issued by the Minister within thirty days after receipt of the favorable recommendation from the Minerals Commission. On June 6, 2012, the Mineral Commission submitted their recommendation to the Minister. However, as of the date of

CORRESP
1
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    normancaycorresp062912.htm

June 29, 2012

Kathleen Krebs

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:           Norman Cay Development, Inc.

Form 10-Q for the quarter ended January 31, 2012

Filed June 5, 2012

Form 8-K dated January 23, 2012

Filed June 5, 2012

Response letter dated June 5, 2012

File No. 333-167284

Dear Ms. Krebs,

Norman Cay Development, Inc. (the “Company”) hereby respectfully requests additionally ten business days to respond to the comment letter of the Staff dated June 15, 2012 relating to the above-referenced filings and the Company intends to submit a response by July 13, 2012. Thank you.

Very truly yours,

NORMAN CAY DEVELOPMENT, INC.

/s/ Dean Huge

By: Dean Huge

Title:  Chief Financial Officer

June 15, 2012
 Via E-mail

Dean Huge Chief Financial Officer   Norman Cay Development, Inc.
2817 NE 32 Street, #201
Fort Lauderdale, FL 33306
Re: Norman Cay Development, Inc.
 Form 10-Q/A for the quarter ended January 31, 2012  Filed on June 5, 2012  Form 8-K/A dated January 23, 2012  Filed on June 5, 2012  Response letter dated June 5, 2012
File No. 000-54709

Dear Mr. Huge:
 We have reviewed your filings and res ponse letter dated June 5, 2012 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to our comments, we ma y have additional comments.
 Form 8-K/A filed June 5, 2012

 Item 1. Business, page 4

 1. It does not appear your response to comment 3 from our letter dated April 4, 2012 is in
the disclosure.  If so, please advise exactly where your response is; otherwise, revise to
incorporate your response rega rding the relationships among Norman Cay Development,
Inc. and its affiliates, Discovery Gold Ghana Limited and its affiliates, and North Springs Resources Corp. and its affiliated at the time of the earn-in agreement.

Dean Huge Norman Cay Development, Inc.  June 15, 2012 Page 2

 Option Assignment Agreement, page 7

 2. We note your responses to comments 4 a nd 5 from our letter dated May 21, 2012
regarding the delay in  the execution of the Option Assi gnment Agreement and the current
lack of legal effectiveness and enforceability of the assi gnment of the Option.  Please
prominently highlight throughout your disc losure the date the Option Assignment
Agreement was executed by all parties and ye t, notwithstanding this, the assignment of
the Option to Discovery Gold Ghana Limited (“DGG”) is not currently legally effective
or enforceable so that DGG has not succeeded to the Option Assignment Agreement.  Clearly state that Norman Cay Development, Inc. acquired DGG prior to the execution of
the Option Assignment Agreement and revise disc losure that suggests otherwise, such as
the third and fourth sentences in the second paragraph on page 4.  Pl ease present a risk
factor on this issue and revise your Manage ment’s Discussion and Analysis accordingly.
Similarly, revise the Form 10-Q for the fiscal quarter ended January 31, 2012 as
necessary.
 3. We note your response to comment 5 from our  letter dated May 21, 2012.  It is unclear
whether DGG has paid the note issued to Xtra  Gold Resources Corp. in the principal
amount of $135,000 as consideration for the a ssignment of the option.  Please disclose
the date of repayment.  If DGG has not re paid the note, please explain why the Option
Assignment Agreement was submitted for Ghana government approval on April 4, 2012.
Revise your Managements’ Discussion and Anal ysis and Form 10-Q as necessary if the
note is still outstanding.
 Form 10-Q for Fiscal Quarter Ended January 31, 2012, as amended June 5, 2012

 3. Acquisition of Discovery Gold Ghana Ltd., page 10

 4. Your response to comment 8 from our letter dated May 21, 2012 provides no indication
that Discovery Gold Ghana Limited (DGGL) en gaged in any operations other than those
transactions limited to issuing shares and acquiring the Edum Bans o prospecting rights
and the option from Xtra-Gold Resources.  Moreover, it appears from your response
dated June 5, 2012 that DGGL entered in to its transaction with Norman Cay
Development solely to obtain future access to funding opportunities available to public
companies.  For these reasons and for reas ons stated in our le tter dated May 21, 2012, it
continues to appear to us that the August 27, 2011 portion of this stru ctured transaction is
substantive and reflects the sa le and purchase of the asset in  question in an arm’s-length
transaction between willing parties, with inactive shell company, DGGL, in
contemplation by Xtra-Gold Resources of the consideration ultimately transferred,
consideration consisting of cash and a 5.7% equ ity interest on Norman Cay Development.
We continue to believe that the Augu st 27, 2011 transaction as contractually
contemplated between Xtra-Gold Resources a nd the registrant together with DGGL best
reflects the fair value of the consid eration exchanged.  Please revise.

Dean Huge Norman Cay Development, Inc.  June 15, 2012 Page 3

 2.(h) Mineral Property Costs, page 11

 5. We have considered your revenue recogni tion disclosure added to page 9 of your
amended Form 10-Q.   Norman Cay Developm ent, however, entered into an arrangement
on January 25, 2012 and sold 10% of the Edum Banso Option to North Springs Resources Corp. for $1.25 million, of which $250,000 had been received.  This transaction appears to meet th e first three of your revenue re cognition criteria.  However,
as the initial option payment was charged against the carrying costs of these mineral rights, it appears that collectability of the full sales price is not assure d.  Please advise and
expand your discussion of liqui dity and capital resources to address any material
uncertainties regarding the coll ection of the full sales price.
 6. Further, it appears from your earlier response to comment 13 of  our letter dated April 4,
2012 that you currently plan to use a cost recovery method  to recognize revenue from the
sales of your Edum Banso prospecting rights to North Springs Resources Corp.  Please
revise your accounting policy disclosure to sp ecify how you are accoun ting for the sale of
your Edum Banso prospecting rights to North Springs Re sources Corp. prior to the
occasion on which all criteria for revenues recognition have been met.

You may contact Joseph Kemp f, Staff Accountant, at 202 -551-3352 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202-551-38 10, if you have questions regarding comments
on the financial statements and related matters.  You may contact Ajay Kodur i, Staff Attorney, at
202-551-3310; Kathleen Krebs, Special Counsel , at 202-551-3350; or me at 202-551-3810 with
any other questions.
Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director
 cc: Via E-mail

 Wei Wang,  Esq.
Sichenzia Ross Friedman Ference LLP

CORRESP
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    normancay-corresp060512.htm

June 5, 2012

VIA EDGAR

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:          Norman Cay Development, Inc.

Form 10-Q/A for the quarter ended January 31, 2012

Filed on May 11, 2012

Form 8-K/A dated January 23, 2012

Filed on May 11, 2012

Response letter dated May 11, 2012

File No. 333-167284

We are responding to comments contained in the Staff letter, dated May 21, 2012, addressed to Dean Huge, Chief Financial Officer of the Company, with respect to the Company’s Form 10-Q/A for the quarter ended January 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2012, Form 8-K/A dated January 23, 2012 filed on May 11, 2012 and response letter dated May 11, 2012.

The Company has replied below on a comment by comment basis, with each response following a repetition of the Staff’s comment to which it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.

Form 8-K/A filed May 11, 2012

Item 1. Business

1.

We note your responses to comments 2 and 3 from our letter dated April 4, 2012.  Please disclose your responses in the Form 8-K.

Response:

We have included our responses to comment 2 and 3 from our letter dated April 4, 2012 in the Amendment No. 3 to the Form 8-K.

Adom Option Agreement, page 6

2.

Please disclose that Xtra-Gold Exploration Limited paid $15,000 to Adom Mining Ltd. upon entering into the option agreement in October 2005.

Response:

We have disclosed that Xtra-Gold Exploration Limited paid $15,000 to Adom Mining Ltd. upon entering into the option agreement in October 2005 in the Amendment No. 3 to the Form 8-K.

3.

Please disclose that the option agreement was amended on October 19, 2006 to reflect the reduction of the size of the licensed area from 39.65 km2 to 20.60 km2 due to the fact that the Minister reduced the size of the licensed area when it renewed the license in July 2006.  Please file this letter from the Minister as an exhibit and explain why the size of the license area was reduced by almost half.

Response:

The Adom Option Agreement was amended by the parties pursuant to an amending agreement dated October 19, 2006 between Adom and Xtra-Gold.  The amendment was necessitated by the fact that at the time of entry into the option agreement on October 17, 2005 the original license area was 39.65 km2. However, Adom was required by the Mining Law to relinquish fifty percent (50%) of the license area whenever the license becomes due for renewal. Consequently, in Adom’s application through the Minerals Commission to the Minister responsible for Mines for renewal of the license, Adom attached a site plan of the original license area clearly showing part of the license area it wished to retain and the area that it wished to relinquish. The Minerals Commission’s recommendation for renewal of the license and the actual renewal letter dated July 21, 2006 issued by the Minister therefore covered only the 20.60 km2 that Adom had opted to retain. The current mining law Minerals and Mining Act, 2006 (Act703), which came into force on  March 31, 2006, provides that the 50% shed-0ff requirement is subject to retention of a minimum of 25 square kilometers.  As a result, the license area will not be shred off 50% upon future renewal of the License.

We have disclosed in the Amendment No. 3 to the Form 8-K that the option agreement was amended on October 19, 2006 to reflect the reduction of the size of the licensed area from 39.65 km2 to 20.60 km2 due to the fact that the Minister reduced the size of the licensed area when it renewed the license in July 2006. A copy of the Minister’s renewal letter has been filed as an exhibit to the Amendment No. 3 to the Form 8-K.

Option Assignment Agreement, page 7

4.

Please disclose why Xtra Gold Exploration Limited did not apply until April 4, 2012 for formal approval of the assignment of option rights relating to Edum Banso Concession to Discovery Gold Ghana Limited when the Assignment Option Agreement was entered into on August 27, 2011.  Disclose that the letter dated May 4, 2012 was from the Legal Committee of the Minerals Commission and stated only the following:

·

It acknowledged receipt of the application and accompanying documents;

·

It stated that it had reviewed the application “and will make the appropriate recommendation to the Minister;” and

·

It noted that consideration for the transfer of option rights is $10,000 payable immediately to the Minerals Commission.

Disclose, if true, that final approval is conditioned upon consent to the assignment by the Minister and payment by Discovery Gold Ghana of $10,000.  Disclose whether the Minister has approved the assignment of the option and whether Discovery Gold Ghana has paid the $10,000 fee. Discuss whether the assignment of the option rights was legally effective and enforceable prior to receiving approval from the Minister and paying the $10,000 fee.

Response:

Even though the Option Assignment Agreement was dated August 27, 2011, it was signed in counterparts and the last party to sign was Adom. Adom through its Counsel raised some issues concerning its residual rights under the Option Agreement after Xtra-Gold had assigned the Option to Discovery Gold.  The issues raised by Adom were eventually resolved to Adom’s satisfaction through exchange of correspondence and meetings between Adom Counsel and Xtra-Gold Counsel resulting eventually in Adom signing the Agreement in the early part of 2012.

The time lag between the raising of the issues by Adom and their resolution through the involvement of Counsel occasioned the delay in the execution of the Agreement by Adom thereby causing Xtra-Gold’s inability to seek Ghana Government approval of the Option Assignment Agreement until April 4, 2012.

The Minerals Commission letter dated May 4, 2012, signed by the Senior Legal Officer of the Commission, is the official response of the Commission to Xtra-Gold’s application for Government approval of the Option Assignment Agreement as required by Section 14 of the Mining Law.  The Minister responsible for mines is required by the Mining Law to act on the advice of the Commission when exercising his powers and discretions conferred on him under the Mining Law.  Consequently, all applications to the Minister for the exercise of such powers under the Mining Law are lodged with the Minerals Commission which reviews the application and makes the appropriate recommendation to the Minister. The Minerals Commission charges a consideration fee for reviewing and making recommendations to the Minister.  In the case of the Xtra-Gold application dated April 4, 2012 the letter dated May 4, 2012 was the official response of the Commission confirming that the Commission had reviewed the Xtra-Gold application with its supporting documents and would be prepared to recommend the application to the Minister, subject to the payment of a consideration fee of US$10,000 to the Commission.  Discovery Gold, as the assignee of the option rights, has since May 29, 2012 paid the consideration fee of US$10,000 to the Minerals Commission, which will now forward its recommendation to the Minister to grant approval of the assignment of the Option rights from Xtra-Gold to Discovery Gold.  The Minister is required under the Mining Law not to unreasonably withhold such approval or grant such approval on unreasonable terms.  The Minister is also required to grant such approval within thirty (30) days of receipt of the recommendation from the Minerals Commission or give written reasons to the applicant for failing to decide on the application within such period.

Section 14 of the Mining Law of Ghana, which is the applicable statutory provision, states that : “Mineral Right shall not in whole or in part  be transferred, assigned, mortgaged or otherwise encumbered or dealt with in any manner without the prior approval in writing of the Minister, which approval shall not be unreasonably withheld or given subject to unreasonable conditions”.

In the opinion of the Company’s Ghana counsel, the agreement for assignment of option rights which is subject to this statutory provision would not be legally effective and enforceable prior to receiving the ministerial approval.

As regards the US$10,000 fee payment, it is not a prescribed statutory fee but rather an administrative fee which is charged by the Minerals Commission which reviews and recommends applications under the Mining Law to the Minister.

We have made the aforementioned disclosure in the Amendment No. 3 to the Form 8-K.

5.

Furthermore, please clarify the payment and other material terms of the Option Assignment Agreement. In this regard, disclose the payment of $125,000 cash and issuance of a note for $135,000 by Discovery Gold Ghana.  Disclose that the filing of the Option Assignment Agreement with the Government of Ghana was conditioned upon payment of the note.  Clarify that the issuance of 5,000 shares of common stock of Discovery Gold Ghana was intended to represent 5.71% of Norman Cay Development, Inc. upon the acquisition of Discovery Gold Ghana by Norman Cay Development. Disclose the conditions to the effectiveness of the Option Assignment Agreement, including the receipt of all regulatory approvals in Ghana, the U.S.A., and Canada including approval from the Minister of Mines and the TSX Exchange, if applicable. Disclose when all conditions were either met or waived.

Response:

We have disclosed the payment and other material terms of the Option Assignment Agreement in the Amendment No. 3 to the Form 8-K as follows:

On August 27, 2011, DGG entered into an Agreement for Assignment of Option Interest (the “Option Assignment Agreement”), by and among XGEL, Xtra Gold (collectively XGEL and Xtra Gold are referred to hereinafter as “Xtra-Gold Resources”), Adom and DGG, pursuant to which DGG was assigned the exclusive Option, for those mineral rights related to the Property. Pursuant to the terms thereof, Xtra-Gold Resources sold, assigned and transferred 100% of its right, title and interest in to the Option to DGG. Adom agreed to the assignment. In exchange for the Option, Xtra Gold Resources was to receive: (i) an aggregate payment of two hundred fifty thousand dollars ($250,000), of which $125,000 was paid in cash upon execution of the Option Assignment Agreement and the remainder $125,000 together with additional expense of $10,000 was issued in the form of a note by DGG, payable in six months from the date of the Option Assignment Agreement. The Option Assignment Agreement shall not be filed with the Government of Ghana until the note is paid in full. and (ii) Additionally, Xtra Gold Resources received  a one-time issuance of DGG’s common stock, representing 5.71% of the issued and outstanding common stock of DGG at the time of the of Norman Cay Development, Inc. upon the acquisition of DGG by Norman Cay Development, Inc.

The Option Assignment Agreement shall become effective upon receipt of all regulatory approvals in Ghana, U.S.A, and Canada including approval from the Minister of Mines and the TSX Exchange if applicable.  Section 6 of the Option Assignment Agreement stipulates the procurement of the ministerial approval as one of the pre-conditions for the completion and effectiveness of the transfer of the option interest to DGG.  The approval of the Minster of mines is the only regulatory approval that is required in Ghana for the effectiveness of the assignment of the option interest. This regulatory approval has been duly applied for and following demand made in its letter dated May 4, 2012, the requisite consideration fee of US$10,000 has been paid by DGG to the Ghana Minerals Commission on 29th May, 2012.  Such ministerial approval should ordinarily be issued by the Minister within thirty days after receipt of the favorable recommendation from the Minerals Commission.

Exhibits

6.

Please file the January 24, 2010 addendum to the option agreement between Xtra Gold Exploration Limited and Adom Mining Company Limited.

Response:

A copy of the addendum to the option agreement between Xtra-Gold and Adom dated January 24, 202 has been filed as an exhibit to the Amendment No. 3 to the Form 8-K.

Form 10-Q/A filed on May 11, 2012

Financial Statements

2.(h) Mineral Property Costs, page 9

7.

It appears from your response to comment 13 of our letter dated April 4, 2012 that you plan to use a cost recovery method to recognize revenue from the sales of your Edum Banso prospecting rights. Please expand your accounting policy disclosure to specify the revenue recognition method you plan to apply to your Edum Banso prospecting rights and explain the rationale for your choice.

Response:

We have included the following revenue recognition method in Note 2 to the Financial Statements in the Amendment No. 2 to the Form 10-Q:

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Once revenue has been generated from the exploration of mining properties, the Company will recognize revenue when an arrangement exists, the product has been delivered, the sales price is fixed or determinable, and collectability is reasonably assured.

3. Acquisition of Discovery Gold Ghana Ltd.

8.

We have considered your response to comment 12 of our letter dated April 4, 2012 along with your responses to comments 1 and 5 of that letter.  We note the following:

·

Discovery Gold Ghana Limited (DGGL) was incorporated on April 7, 2011,

·

Discovery Gold Ghana Limited had limited transactions prior to its acquisition by Norman Cay Development, Inc.  These transactions were limited to issuing shares and acquiring the Edum Banso prospecting rights and the option from Xtra-Gold Resources,

·

Norman Cay Development announced on July 14, 2011 that it had signed a letter of intent to acquire DGGL, which held “an exclusive option … with rights to acquire, explore and develop the Edum Banso gold project in the Western Region of Ghana,”

·

The transaction to acquire Adom Mining Ltd.’s  Edum Banso prospecting rights was structured into two transactions (that of August 27, 2011 and of September 2, 2011) because Norman Cay Development, Inc., a Nevada corporation, is not permitted to directly hold a Ghanaian prospecting license and the option,

·

The August 27, 2011 transaction between Xtra-Gold Resources and Discovery

 Gold Ghana Limited (DGGL) transferred the asset in an arm’s-length transaction between willing parties and reflects the then current amount at which the asset could be and was indeed bought and sold,

·

Section 2.2.2 of the of the executed Agreement for Assignment of Option Interest among Xtra-Gold Resources Corp., Discovery Gold Ghana Limited and other parties explicitly contemplates Xtra-Gold Resources receiving a 5.7% interest in Norman Cay Development, Inc. as consideration for transfer and assignment of the Edum Banso prospecting rights and the option, and

·

Management of the registrant views the August 27, 2011 transaction was a “great deal at the right time” for Xtra-Gold Resources, a deal by which Xtra-Gold Resources “obtained future interest in 5.7% of Norman Cay as whole.”

It appears to us therefore that the August 27, 2011 portion of this structured transaction is substantive and reflects that sale and purchase of the asset in question in an arm’s-length transaction between willing parties, with inactive shell company, DGGL, acting as a device and/or nominee for Norman Cay Development. Consequently it appears to us that the consideration transferred (cash and 5.7% equity interest) as contractually contemplated between Xtra-Gold Resources and the registrant to

May 21, 2012
 Via E-mail

Dean Huge Chief Financial Officer   Norman Cay Development, Inc.
2817 NE 32 Street, #201
Fort Lauderdale, FL 33306
Re: Norman Cay Development, Inc.
 Form 10-Q/A for the quarter ended January 31, 2012  Filed on May 11, 2012  Form 8-K/A dated January 23, 2012  Filed on May 11, 2012  Response letter dated May 11, 2012
File No. 333-167284

Dear Mr. Huge:
 We have reviewed your filings and res ponse letter dated May 11, 2012 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to our comments, we ma y have additional comments.
 Form 8-K/A filed May 11, 2012

 Item 1. Business

1. We note your responses to comments 2 and 3 fr om our letter dated April 4, 2012.  Please
disclose your responses in the Form 8-K.
 Adom Option Agreement, page 6

2. Please disclose that Xtra-Gold Explorati on Limited paid $15,000 to Adom Mining Ltd.
upon entering into the option agreement in October 2005.

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 2

 3. Please disclose that the option agreement was amended on October 19, 2006 to reflect the
reduction of the size of th e licensed area from 39.65 km
2 to 20.60 km2 due to the fact that
the Minister reduced the size of the licensed area when it re newed the license in July
2006.  Please file this letter from the Minister  as an exhibit and e xplain why the size of
the license area was reduced by almost half.
 Option Assignment Agreement, page 7

4. Please disclose why Xtra Gold Exploration Limited did not apply until April 4, 2012 for
formal approval of the assignment of option ri ghts relating to Edum Banso Concession to
Discovery Gold Ghana Limited when the Assignment Option Agreement was entered into on August 27, 2011.  Disclose that the letter dated May 4, 2012 was from the Legal
Committee of the Minerals Commission and stated only the following:

 It acknowledged receipt of the appl ication and accompanying documents;
 It stated that it had reviewed the a pplication “and will make the appropriate
recommendation to the Minister;” and
 It noted that consideration for the tr ansfer of option rights is $10,000 payable
immediately to the Minerals Commission.

Disclose, if true, that fina l approval is conditioned upon consent to the assignment by the
Minister and payment by Discovery Gold Ghana of $10,000.  Disclose whether the
Minister has approved the assignment of th e option and whether Discovery Gold Ghana
has paid the $10,000 fee.  Discuss whether the assignment of the option rights was legally
effective and enforceable prior to receiving approval from the Minister and paying the
$10,000 fee.

5. Furthermore, please clarify the payment and other material terms of the Option
Assignment Agreement.  In this regar d, disclose the payment of $125,000 cash and
issuance of a note for $135,000 by Discovery Gold Ghana.  Disclose that the filing of the Option Assignment Agreement with the G overnment of Ghana was conditioned upon
payment of the note.  Clarify that the issuance of 5,000 shares of common stock of
Discovery Gold Ghana was intended to repr esent 5.71% of Norman Cay Development,
Inc. upon the acquisition of Discovery Gold Ghana by Norman Cay Development.  Disclose the conditions to the effectiven ess of the Option Assignment Agreement,
including the receipt of all regulatory approvals in Ghan a, the U.S.A., and Canada
including approval from the Mi nister of Mines and the TSX Exchange, if applicable.
Disclose when all conditions were either met or waived.
 Exhibits

6. Please file the January 24, 2010 addendum to the option agreement between Xtra Gold
Exploration Limited and Ad om Mining Company Limited.

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 3

 Form 10-Q/A filed on May 11, 2012

 Financial Statements

 2.(h) Mineral Property Costs, page 9

7. It appears from your response to comment 13 of our letter dated April 4, 2012 that you
plan to use a cost recovery method  to recognize revenue from the sales of your Edum
Banso prospecting rights.  Please expand your accounting policy disclosure to specify the
revenue recognition method you plan to apply to your Edum Banso prospecting rights
and explain the rationa le for your choice.
 3. Acquisition of Discovery Gold Ghana Ltd.

8. We have considered your response to comme nt 12 of our letter dated April 4, 2012 along
with your responses to comments 1 and 5 of that letter.  We note the following:
 Discovery Gold Ghana Limited (DGGL) was incorporated on April 7, 2011,
 Discovery Gold Ghana Limited had limited transactions prior to its acquisition by
Norman Cay Development, Inc.  These tran sactions were limited to issuing shares
and acquiring the Edum Banso prospecti ng rights and the op tion from Xtra-Gold
Resources,
 Norman Cay Development announced on July  14, 2011 that it had signed a letter
of intent to acquire DGGL, which held “an exclusive option … with rights to
acquire, explore and develop the Edum Ba nso gold project in the Western Region
of Ghana,”
 The transaction to acquire Adom Mining Ltd.’s  Edum Banso prospecting rights
was structured into two transactions (that of August 27, 2011 and of September 2,
2011) because Norman Cay Development, Inc., a Nevada corporation, is not
permitted to directly hold a Ghanaian  prospecting license and the option,
 The August 27, 2011 transaction between Xtra-Gold Resources and Discovery
Gold Ghana Limited (DGGL) transferred the asset in an arm’s-length transaction
between willing parties and reflects the then current amount at which the asset
could be and was indeed bought and sold,
 Section 2.2.2 of the of the executed Agr eement for Assignment of Option Interest
among Xtra-Gold Resources Corp., Discove ry Gold Ghana Limited and other
parties explicitly contemplates Xtra-Gol d Resources receiving a 5.7% interest in
Norman Cay Development, Inc. as consid eration for transfer and assignment of
the Edum Banso prospecting rights and the option, and
 Management of the registrant views th e August 27, 2011 transaction was a “great
deal at the right time” for Xtra-Gold Resources, a deal by which Xtra-Gold
Resources “obtained future interest in 5.7% of Norman Cay as whole.”

Dean Huge Norman Cay Development, Inc.  May 21, 2012 Page 4

 It appears to us therefore th at the August 27, 2011 portion of th is structured transaction is
substantive and reflects that sale and purchase of the asset in question in an arm’s-length
transaction between willing parties, with inactive shel l company, DGGL, acting as a
device and/or nominee for Norman Cay Developmen t.  Consequently it appears to us that
the consideration transferre d (cash and 5.7% equity in terest) as contractually
contemplated between Xtra-Gold Resources a nd the registrant together with DGGL best
reflects the fair value of the considera tion exchanged.  Please advise or revise.

You may contact Joseph Kemp f, Staff Accountant, at 202 -551-3352 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202-551-38 10, if you have questions regarding comments
on the financial statements and related matters.  You may contact Ajay Kodur i, Staff Attorney, at
202-551-3310; Kathleen Krebs, Special Counsel , at 202-551-3350; or me at 202-551-3810 with
any other questions.
Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director

cc: Via E-mail

 Wei Wang,  Esq.
Sichenzia Ross Friedman Ference LLP

CORRESP
1
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    normancay-corresp051112.htm

May 11, 2012

VIA EDGAR

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development, Inc.

Form 10-Q for the quarter ended January 31, 2012

Filed March 14, 2012

Form 8-K dated January 23, 2012

Filed January 30, 2012

Response letter dated March 5, 2012

File No. 333-167284

We are responding to comments contained in the Staff letter, dated April 4, 2012, addressed to Shelley Guidarelli, former President of the Company, with respect to the Company’s Form 10-Q for the quarter ended January 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2012, Form 8-K dated January 23, 2012 filed on January 30, 2012 and response letter dated March 5, 2012.

The Company has replied below on a comment by comment basis, with each response following a repetition of the Staff’s comment to which it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.

Form 8-K filed on January 30, 2012

Form 8-K/A dated October 14, 2011, incorporated therein by reference

1.

According to the last paragraph of page 2, you acquired 100% of the shares of Discovery Gold Ghana Limited on September 2, 2011.  Tell us about your consideration of whether Rule 8-04 of Regulation S-X required you to furnish financial statements and any pro forma information specified by Rule 8-05 of Regulation S-X.

Response:

Upon the acquisition of Discovery Gold Ghana Limited (“DGGL”), the assets of DGGL comprised the original members’ shares issued to incorporate the company, and the assets of Edum Banso which were acquired as part of the incorporation of the Ghana company, DGGL.

The acquisition of DGGL was accounted for as a business combination.  Given the short time frame since incorporation (April 7, 2011) and the limited transactions (issuance of members shares and acquisition of mineral property) that occurred in DGGL prior to the acquisition date, we did not furnish pro forma information.

Item 1. Business

2.

Please provide disclosure with respect to all material relationships that existed between Norman Cay Development, Inc. and its affiliates, on the one hand, and Discovery Gold Ghana Limited and its affiliates, on the other hand, at the time of share exchange agreement.  Refer to Item 2.01(c) and (d) of Form 8-K.  If no such relationships existed, explain how the parties were introduced and decided to proceed with the transaction.  Identify any third parties that played a material role in arranging or facilitating the transactions.  Finally, identify any promoters as required by Item 404(c) of Regulation S-K.

Response:

There were no material relationships that existed between Norman Cay Development, Inc. (“NCDL”) and its affiliates, Discovery Gold Ghana Limited (“DGGL”) and its affiliates at the time of the execution of the share exchange agreement dated September 2, 2011.  Shelley Guidarelli, the controlling shareholder of NCDL and Donald Ross, the controlling shareholder of DGGL are longtime friends and both parties considered the transaction mutually beneficial.   As such, their legal counsel prepared the agreement for each party to execute. No promoters were involved in the transaction.

3.

Please discuss the January 25, 2012 earn-in agreement between North Springs Resources Corp. and Discovery Gold Ghana Limited.  Provide disclosure with respect to all material relationships that existed between Norman Cay Development, Inc. and its affiliates, Discovery Gold Ghana Limited and its affiliates, and North Springs Resources Corp. and its affiliated at the time of the earn-in agreement.  If no such relationships existed, explain how the parties were introduced and decided to proceed with the transaction.  Identify any third parties that played a material role in arranging or facilitating the transaction.

Response:

There were no material relationships that existed between NCDL and its affiliates, DGGL and its affiliates, and North Springs Resources Corp. (“NSRS”) and its affiliates at the time of the earn-in agreement.  NCDL and DGGL were introduced to NSRS through Gerry Bellanger of Live Call Investor Relations Company located in Toronto, Canada, the investor relations firm for both NCDL and NSRS.

Gerry Bellanger introduced Harry Lapa, President of NSRS, to Dean Huge, Chief Financial Officer of NCDL and Donald Ross, director of NCDL and President of DGGL.  NCDL was in need of financial resources for development and believed the terms of financing under the earn-in agreement favorable to the Company. NSRS, on the other hand, considered the transaction a good investment opportunity. Thus the parties proceeded to consummate the transaction.

The earn-in agreement and related documents were prepared by the counsels for NCDL and NSRS.

4.

We note your references on pages 4 and 5 to the Prospecting License, Adom Option Agreement, and Option Assignment Agreement.  Please file these agreements as material contracts.

Response:

We have filed these agreements as material contracts in the Amendment No. 2 to Form 8-K.

5.

Please discuss why the transaction for the assignment of the option to acquire all rights to the prospecting license held by Adom Mining Ltd. was structured in two transactions:  (1) the August 27, 2011 assignment of the option from Xtra-Gold Exploration Limited to Discovery Gold Ghana Limited (“DGG”) for $250,000 and 5.71% of the common stock of DGG; and (2) the September 2, 2011 acquisition of DGG by Norman Cay Development, Inc. for $100,000 and 17.5 million shares of Norman Cay Development common stock.  In your discussion, address whether the option and the prospecting license must held by a company organized in Ghana.

Response:

All mining concessions located in Ghana must be owned by a Ghana corporation and the prospecting license and the option to acquire all rights to the prospecting license must be held by a Ghana corporation.  Therefore, Norman Cay Development, Inc., a Nevada corporation, is not permitted to hold the prospecting license and the option.  As a result, the transaction for the assignment of the option to acquire all rights to the prospecting license held by Adom Mining Ltd. was structured in two transactions:  (1) the August 27, 2011 assignment of the option from Xtra-Gold Exploration Limited to Discovery Gold Ghana Limited; and (2) the September 2, 2011 acquisition of DGG by Norman Cay Development, Inc.

6.

Disclose whether the government of Ghana consented to the assignment from Adom Mining Ltd. to Discovery Gold Ghana of the option to acquire rights to the prospecting license covering the Edum Banso Concession.  We note the following disclosure on page 4:  “Under the License, Adom had the right to (i) assign or mortgage its interest in the License, subject to obtaining the consent of the Government of Ghana who may impose certain conditions in connection therewith…”  Identify the government entity that consented to the assignment of the option and the date of consent.  File the consent as a material contract.  Also disclose whether the acquisition of Discovery Gold Ghana by Norman Cay Development (and thus the acquisition of the assigned option by a U.S. company) needed government consent.

Response:

Following an application made by Xtra-Gold Exploration Limited (“Xtra-Gold Ghana”) on April 4, 2012, a formal approval of the Option Assignment Agreement was given by the Minerals Commission (“Mincom”) of Ghana by a letter dated May 4, 2012.  Discovery Gold Ghana is required to pay a consideration fee of US$10,000 to Mincom to enable Mincom to recommend the assignment of the option rights for ministerial consent which is expected to be granted within 30 days from the date of the Mincom recommendation.  The Minister is required under the Mining Act to act upon the recommendation of Mincom. A copy of the letter from Mincom dated May 4, 2012 has been filed as an exhibit to the Amendment No. 2 to Form 8-K.

The acquisition of Discovery Gold Ghana by Norman Cay Development in September 2011 pursuant to the Share Exchange Agreement did not require Ghana government regulatory consent under the Mining Act or any other applicable legislation of Ghana.

We have added discussion on governmental consent regarding the assignment of option rights and the acquisition of Discovery Gold Ghana by Norman Cay Development in the Amendment No.2 to Form 8-K as follows, with the changes underlined for your ease of reference.

Share Exchange Agreement

On September 2, 2011, Norman Cay Development, Inc., a Nevada corporation (the “Company”) entered into a certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), and the majority stockholder of the Company. Pursuant to the Share Exchange Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding ordinary shares of DGG, and in exchange the Company: (i) made a one-time payment of one hundred thousand dollars ($100,000) to DGG and (ii) issued seventeen million five hundred thousand (17,500,000) newly-issued shares of restricted common stock of the Company to the DGG Stockholders resulting in the acquisition of DGG by the Company (the “Acquisition”). The Company determined that the Acquisition will allow the Company to move forward with its new business plan to conduct mineral exploration activities. As a result of closing the Share Exchange Agreement, the Company has acquired DGG, as its wholly-owned subsidiary, and thus has acquired the Option to acquire the mineral rights to the Edum Banso Concession in Ghana in the South Western Region of West Africa (the “Option”). The acquisition of DGG and thus the acquisition of the Option right by the Company did not require Ghana government regulatory consent under the Mining Act or any other applicable legislation of Ghana.

Option Assignment Agreement

On August 27, 2011, DGG entered into an Agreement for Assignment of Option Interest (the “Option Assignment Agreement”), by and among XGEL, Xtra Gold (collectively XGEL and Xtra Gold are referred to hereinafter as “Xtra-Gold Resources”), Adom and DGG, pursuant to which DGG was assigned the exclusive Option, for those mineral rights related to the Property. Pursuant to the terms thereof, Xtra-Gold Resources sold, assigned and transferred 100% of its right, title and interest in to the Option to DGG. Adom agreed to the assignment. In exchange for the Option, Xtra Gold Resources was to receive: (i) an aggregate payment of two hundred fifty thousand dollars ($250,000), and (ii) a one-time issuance of DGG’s common stock, representing 5.71% of the issued and outstanding common stock of DGG at the time of the issuance.

Following an application made by XGEL on April 4, 2012, a formal approval of the Option Assignment Agreement was given by the Minerals Commission (“Mincom”) of Ghana by a letter dated May 4, 2012.  DGG is required to pay a consideration fee of US$10,000 to Mincom to enable Mincom to recommend the assignment of the option rights for ministerial consent which is expected to be granted within 30 days from the date of the Mincom recommendation.  The Minister is required under the Mining Act to act upon the recommendation of Mincom.

7.

Please clarify throughout your disclosure that DGG holds an option to acquire the rights to Adom Mining’s license to prospect the Edum Banso Concession, but not the rights to a license to mine or participate in mining the property.  Disclose, if true, that Adom Mining does not have a license to mine or participate in the mining of the property.  Explain the distinction and its impact on the ability to develop and mine the property.  Disclose whether and how DGG could obtain a license to mine the property.

Response:

We have included in the following discussion on the prospecting license in the Amendment No. 2 to the Form 8-K.

The license currently held by Adom and optioned first to Xtra-Gold and now to Discovery is a prospecting license to search for and prove gold within the area covered by the license. The holder of a prospecting license has the right by itself or through sub-contractors or agents to conduct such geological and geophysical investigation within the license area as it considers necessary to determine the existence of an adequate quantity of geologically proven and mineable reserve of gold in the license area.

The holder of a prospecting license does not have the rights to mine or participate in mining the property covered by the license. If the prospecting activities of a prospecting license holder result in the discovery of commercially recoverable reserves of gold within the license area, the holder has the first option under the Mining Act to apply to the Government of Ghana for a mining lease to exploit such commercially recoverable deposits of gold.  As part of the requirements for the grant of a mining lease, the holder will have to submit a feasibility report on the gold deposits to the Government of Ghana for approval and also conduct an environmental impact assessment (“EIA”) on the proposed gold development project for approval by the Environmental Protection Agency (“EPA”).  Upon approval of the EIA, the EPA will issue an Environmental Permit to the holder prior to the commencement of the mining operations.

If DGG exercises the option to acquire all rights under the prospecting license and becomes the holder of prospecting license, DGG may apply to the Government of Ghana for a license to mine the property provided that the requirements for a mining lease are satisfied.

8.

We note from your disclosure in the first paragraph on page 4 that there is a gap in the extension of Adom Mining’s prospecting license from July 20, 2008 to July 21, 2011, when the government of Ghana extended the license to July 20, 2012.  Please disclose the status of the prospecting license to the Edum Banso Concession during this period.

Response:

We attach herewith copies of the extensions granted to the Adom Edum Banso Prospecting License between in 2009 and 2011, prior to the grant of the current extension to July 20, 2013.

We have revised our disclosure in the Amendment No. 2 to Form 8-K as follows, with the changes redlined for your ease of reference:

The Property

Prospecting Rights

The Prospecting License

On May 8, 1991, Adom Mining Ltd. (“Adom”), a 100% wholly registered Ghanaian company, was granted a prospecting license (the “License”) by the Government of Ghana covering the Property. Under the terms and conditions of the License, Adom was given the right to prospect for and prove gold under or in the Property including the right to conduct such geological and geophysical investigations in the Property in order to determine an adequate quantity of geologically proven and mineable reserve of gold (directly or through agents, contractors or sub-contractors). Under the License, Adom had the right to (i) assign or mortgage its interest in the License, subject to obtaining the consent of the Government of Ghana who may impose certain conditions in connection therewith; (ii) surrender its interest in the License; and (iii) renew the term of the License for a period of two years or such other renewal period as may be granted in accordance with applicable mining laws of Ghana. The License granted to Adom was originally set to expire on or about July 2006. On July 27, 2006, the Government of Ghana approved extension of the License to July 20, 2008, which was further extended to November 30, 2010. On September 24, 2010, an application was made for renewal of the License and on July 21, 2011, the Government of Ghana approved the application and extended the License for an additi

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    normancaydev-corresp042712.htm

April 27, 2012

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:          Norman Cay Development, Inc.

Form 10-Q for the quarter ended January 31, 2012

Filed March 14, 2012

Form 8-K dated January 23, 2012

Filed January 30, 2012

Response letter dated March 5, 2012

File No. 333-167284

Dear Mr. Koduri,

Please be advised that we have recently retained Sichenzia Ross Friedman Ference LLP as our new corporate counsel. Accordingly, they will be assisting the Company in responding to comments contained in the staff letter (the “Staff Letter”), dated April 4, 2012.

As a result of the change in corporate counsel, we need additional time to complete responses to the Staff Letter. Therefore, we respectfully request a two-week extension to submit responses to the Staff Letter by May 11, 2012.

Very truly yours,

NORMAN CAY DEVELOPMENT, INC.

/s/ Dean Huge

By: Dean Huge

Title:  Chief Financial Officer

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SEC Letter

April 17, 2012

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Re: Norman Cay Development, Inc.

Form 10-Q for the quarter ended January 31, 2012

Filed March 14, 2012

Form 8-K dated January 23, 2012

Filed January 30, 2012

Response letter dated March 5, 2012

File No. 333-167284

Dear Mr. Koduri:

Norman Cay Development, Inc., a Nevada corporation (the “Company”), has received and reviewed your letter (the “Comment Letter”) of April 4, 2012, pertaining to the Company’s Form 10-Q (the “Quarterly Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on March 14, 2012, and the Company’s Form 8-K (the “Current Filing”) as filed with the Commission on January 30, 2012 (collectively the “Filings”).

Per our discussion today, we hope to submit our written reply to the Commission ten (10) days from the original due date, no later than April 27, 2012, as the Company is still in the process of working on its response.  Again, we apologize for the delay in responding to the Comment Letter.

In connection with the Company’s responding to the comments set forth in the April 4, 2012 Comment Letter, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the Filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filings; and,

•

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

Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

NORMAN CAY DEVELOPMENT, INC.

/s/ Shelly Guidarelli

By: Shelly Guidarelli

Title:  President

4472 Winding Lane

Stevensville, MI 49127

April 4, 2012
 Via E-mail

Shelly Guidarelli President   Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development, Inc.
 Form 10-Q for the quarter ended January 31, 2012  Filed March 14, 2012   Form 8-K dated January 23, 2012  Filed January 30, 2012  Response letter dated March 5, 2012
File No. 333-167284

Dear Ms. Guidarelli:
 We have reviewed your filing and respons e letter dated March 5, 2012 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to our comments, we ma y have additional comments.
 Form 8-K filed on January 30, 2012

 Form 8-K/A dated October 14, 2011, in corporated therein by reference

 1. According to the last paragraph of page 2, you acquired 100% of the shares of Discovery
Gold Ghana Limited on September 2, 2011.   Tell us about your consideration of whether Rule 8-04 of Regulation S-X required you to furnish financial statements and any pro
forma information specified by Rule 8-05 of Regulation S-X.

Shelly Guidarelli Norman Cay Development, Inc.  April 4, 2012 Page 2

 Item 1.  Business

 2. Please provide disclosure with respect to all material relationships that existed between
Norman Cay Development, Inc. and its aff iliates, on the one hand, and Discovery Gold
Ghana Limited and its affiliates, on the other hand, at the time of share exchange agreement.  Refer to Item 2.01(c) and (d) of Fo rm 8-K.  If no such relationships existed,
explain how the parties were introduced and decided to proceed with the transaction.
Identify any third parties that played a mate rial role in arranging or facilitating the
transactions.  Finally, identify any promoter s as required by Item 404(c) of Regulation S-
K.
 3. Please discuss the January 25, 2012 earn-in ag reement between North Springs Resources
Corp. and Discovery Gold Ghana Limited.  Provide  disclosure with respect to all material
relationships that existed between Norman Cay Development, Inc. and its affiliates,
Discovery Gold Ghana Limited and its affiliates, and North Springs Resources Corp. and its affiliates at the time of th e earn-in agreement.  If no such  relationships existed, explain
how the parties were introduced and decided to  proceed with the transaction.  Identify
any third parties that played a material role in arranging or facilita ting the transaction.
 4. We note your references on pages 4 and 5 to the Prospecting License, Adom Option
Agreement, and Option Assignment Agreement.  Please file these agreements as material
contracts.
 5. Please discuss why the transaction for the assign ment of the option to acquire all rights to
the prospecting license held by Adom Mining Ltd. was structured in  two transactions:
(1) the August 27, 2011 assignment of the opti on from Xtra-Gold Exploration Limited to
Discovery Gold Ghana Limited (“DGG”) for $250,000 and 5.71% of the common stock of DGG; and (2) the September 2, 2011 acquisition of DGG by Norman Cay
Development, Inc. for $100,000 and 17.5 millio n shares of Norman Cay Development
common stock.  In your discussion, address whether the option and the prospecting
license must held by a company organized in Ghana.
 6. Disclose whether the govern ment of Ghana consented to the assignment from Adom
Mining Ltd. to Discovery Gold Ghana of the opt ion to acquire rights  to the prospecting
license covering the Edum Banso Concession.  We note the following disclosure on page
4:  “Under the License, Adom had the right to (i) assign or mortgage its interest in the
License, subject to obtaining the consent of the Government of Ghana who may impose
certain conditions in connection therewith…”    Identify the government entity that
consented to the assignment of the option and the date of cons ent.  File the consent as a
material contract.  Also di sclose whether the acquisition of Discovery Gold Ghana by
Norman Cay Development (and thus the acq uisition of the assigned option by a U.S.
company) needed government consent.

Shelly Guidarelli Norman Cay Development, Inc.  April 4, 2012 Page 3

 7. Please clarify throughout your disclosure that DGG holds an option to acquire the rights
to Adom Mining’s license to prospect
 the Edum Banso Concessi on, but not the rights to a
license to mine or participate in mining  the property.  Disclose, if true, that Adom Mining
does not have a license to mine or participat e in the mining of the property.  Explain the
distinction and its impact on the ability to  develop and mine the property.  Disclose
whether and how DGG could obtain a license to mine the property.
 8. We note from your disclosure in  the first paragraph on page 4 that there is a gap in the
extension of Adom Mining’s prospecting license from July 20, 2008 to July 21, 2011,
when the government of Ghana extended the li cense to July 20, 2013.  Please disclose the
status of the prospecting li cense to the Edum Banso C oncession during this period.
 Government Regulation, page 20

 9. Please expand this section to discuss in mo re detail the laws and regulations by the
government of Ghana and any local authoritie s that govern and impact your ability to
explore and develop the Edum Banso Conce ssion.  In this regard, we note numerous
references to significant government regula tions in your risk factor disclosure.
 Item 5.  Directors and Executive Officers, page 30

10. You disclose in the Form 8-K filed on Nove mber 4, 2011, that Dean Huge was appointed
as the company’s Chief Financial Officer.  Please provide information regarding Dean
Huge required by Form 10, including the di sclosure under Items 401, 402, 403 and 404 of
Regulation S-K.
 Form 10-Q for the quarter ended January 31, 2012

 Financial Statements

 2. Summary of Significant Accounting Policies

 h) Mineral Property Costs, page 9

 11. It is unclear to us to what extent your capit alized carrying cost fo r your interest in the
Prospecting License between the governme nt of the Republic of Ghana and Adom
Mining Limited was recoverable at each bala nce sheet date.  Please advise and tell us
your consideration of the recoverability of th e carrying value of th is asset on October 31,
2011 and January 31, 2012.
 3. Acquisition of Discovery Gold Ghana Ltd.

 12. We note that your interest in the Prospec ting License between th e government of the
Republic of Ghana and Adom Mining Limited was conveyed between third parties in an

Shelly Guidarelli Norman Cay Development, Inc.  April 4, 2012 Page 4

 arm’s-length transaction primarily fo r cash on August 27, 2011.  Tell us your
consideration of whether th is August 27, 2011 transaction provides a more readily
determinable evidence of the fair valu e of the prospecting license you acquired on
September 2, 2011.  Tell us in this regard wh at, if any, carrying value Discovery Gold
Ghana Limited, (DGG) allocated to this pr ospecting license and how such a carrying
value was determined, prior to your acquisition of DGG on September 2, 2011.
 4. Mineral property

 Edum Banso property, page 10

 13. We note that Item 1.1 of the Earn-in Agreem ent filed as Exhibit 10.1 to your Form 8-K
filed on January 27, 2012 provides that Nort h Springs Resources Corp. will acquire a
10% “Working Interest in DGG’s Intere st” upon full payment of the $250,000 Initial
Payment, which was made in February 2012.  We further note from the table on page 10
that the carrying value of the Edum Banso Property was reduced by the deposit portion of
the Initial Payment, which was remitted in  January 2012.  Tell us how you plan to
account for full Initial Payment received by you in February 2012 and for the related
conveyance of the original 10% interest to North Springs Res ources.  Tell us whether this
assignment of a working interest to North Sp rings Resources is subject to prior approval
of the Government of Ghana under the provisions of the Pros pecting License between the
government of the Republic of Ghana and Adom Mining Limited.
 9. Subsequent Events, page 12

 14. According to your press release dated Febr uary 14, 2012 (filed as  exhibit 99.1 to your
Form 8-K filed on February 14, 2012) you rece ived 10,000,000 restricted shares of North
Springs Resources Corp. common stock in cons ideration for a 25% in terest in the Edum
Banso with a “current market valuation of th ese shares is in excess of $6.5 million.”  We
note that as of October 31, 2011 North Spri ngs Resources Corp. reported no revenues
since inception and that it re ported total assets of $60,589 a nd shareholders’ deficit of
$48,181.  Tell us how you plan to account for this  transaction.  Tell us the value at which
you intend to book these 10,000,000 North Springs Resources common shares.  Address the terms of the Earn-in Ag reement filed as Exhibit 10.1 to your form 8-K filed on
January 27, 2012, and explain for us in par ticular how you plan to account for the
provisions in Section 2.1 of that agreement which allows DGG to call back the 25% Working Interest in exchange for the 10,000,000 North Springs Resource common
shares.
 Item 2.  Management’s Discussion and Analysis of Financial Condition a nd Plan of Operation,
page 13
 15. Please provide a detailed and quantified discussion of your plan of operation.

Shelly Guidarelli Norman Cay Development, Inc.  April 4, 2012 Page 5

 Liquidity and Capital Resources, page 14

 16. Discuss the impact on the company’s liquidity  and capital resources  of the consulting
contracts that the company has recently entered into.  Disc uss how the company plans to
meet its cash obligations  under the contracts.
 17. Please discuss the company’s reliance on rela ted party loans and whether the company
will continue to rely on related party loans to meet its cash needs.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joseph Kemp f, Staff Accountant, at 202 -551-3352 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202-551-38 10, if you have questions regarding comments
on the financial statements and related matters.  You may contact Ajay Kodur i, Staff Attorney, at
202-551-3310; Kathleen Krebs, Special Counsel , at 202-551-3350; or me at 202-551-3810 with
any other questions.
Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director
 cc: Via E-mail

 Luis Carrillo, Esq.  Carrillo Huettel, LLP

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SEC Letter

March 5, 2012

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development, Inc.

Form 8-K

Filed January 30, 2012

File No. 333-167284

Dear Mr. Koduri:

Norman Cay Development, Inc., a Nevada corporation (the “Company”), has received and reviewed your letter of February 24, 2012, pertaining to the Company’s Form 8-K (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on January 30, 2012.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated February 24, 2012.

General

1.

We note you believe you are no longer a shell company because you have acquired 100% of Adom Mining Company Limited’s interest in the Edum Banso area of the Western Region of Ghana. By referring to specific parts of your disclosure or business, please tell us in detail how you factually fall outside the definition of a shell company. We note a shell company has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. In the alternative, amend your Form 8-K to indicate you continue to be a shell company.

RESPONSE:  The Company is not a “shell company” within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as amended (the “Act”). Rule 405 of the Act defines a shell company as “a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has: (1) no or nominal operations; and (2) either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.”  As fully discussed below, the Company believes its current business operations and assets exceed any classification as “nominal” and therefore, the Company is not, and should not be, classified as a “shell company.”

The Company’s Operations

Since September 2011, the Company, through its wholly-owned subsidiary, Discovery Gold Ghana Limited (“DGG”), has been actively engaged in its business plan to acquire mineral properties and conduct exploration activities for the purpose of discovering and extracting commercially exploitable reserves of valuable minerals underlying such properties. To date, the Company’s business operations have included the establishment of the Company’s management to oversee its day-to-day operations, the acquisition and exploration of a rather large mineral property in Ghana, and the engagement of various consultants and advisors to help the Company implement its business plan, develop the Company’s current mining property, review additional mineral properties for potential acquisition and secure financing to allow the Company to continue its operations.

4472 Winding Lane

Stevensville, MI 49127

Since acquiring the mineral property in Ghana, the Company, through DGG, has begun evaluating the property to determine if commercially recoverable amounts of gold are present.  Depending upon our results of operations and our consulting geologist’s recommendations, we will continue to explore the property and will exploit any gold resources we find. We have used prior geological findings and reports completed at the property to guide our exploration activities and have substantially commenced our plan of operations.

The Company’s business operations to date are described in greater detail below and exceed any classification of “nominal”:

(1)

The Company currently has two employees: 1) Shelley Guidarelli, the President, Chief Executive Officer, Secretary, Treasurer and a Director; and 2) Dean Huge, the Chief Financial Officer and a Director.

(2)

The management is involved in the day-to-day operations of the Company.

(3)

On September 1, 2011, the Company entered into a Consulting Agreement with Kevin Coombes, pursuant to which Mr. Coombes shall serve as a consultant to the Company and assist the Company with any mining properties acquired as well as introduce representatives of other Ghanian companies and officials of the Ministry Mines and the Minerals Commission of Ghana to the Company to help explore and exploit any mining properties of the Company. The term of the Consulting Agreement is two (2) years.

(4)

On September 2, 2011, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), and the majority stockholder of the Company. Pursuant to the Share Exchange Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding ordinary shares of DGG, and in exchange, the Company: (i) made a one-time payment of one hundred thousand dollars ($100,000) to DGG and (ii) issued seventeen million five hundred thousand (17,500,000) newly-issued shares of restricted common stock of the Company to the DGG Stockholders resulting in the Company’s acquisition of DGG as its wholly-owned subsidiary (the “Acquisition”). The Company determined that the Acquisition would allow the Company to move forward with its new business plan to conduct mineral exploration activities.  As a result of the Share Exchange Agreement, the Company now conducts its business operations through its wholly-owned subsidiary, DGG.

Prior to entering into the Share Exchange Agreement, on August 27, 2011, DGG entered into an Agreement for Assignment of Option Interest (the “Option Assignment Agreement”), by and among Xtra-Gold Exploration Limited (“XGEL”), a Ghanaian company and wholly-owned subsidiary of Xtra-Gold Resources Corp., a Nevada Corporation, (“Xtra-Gold”) (collectively XGEL and Xtra Gold are referred to hereinafter as “Xtra-Gold Resources”), Adom Mining Ltd. (“Adom”), a 100% wholly registered Ghanaian company and DGG.  According to the Option Assignment Areement, DGG was assigned the exclusive option (the “Option”), to a certain Prospecting License covering the mineral rights related to that certain property known as the Edum Banso Concession located in Ghana in the South Western Region of West Africa (the “Property”). Pursuant to the terms thereof, Xtra-Gold Resources sold, assigned and transferred 100% of its right, title and interest in the Option to DGG.  Prior to the Option Assignment Agreement, Xtra-Gold Resources had acquired the Option from Adom, who was originally granted the License by the Government of Ghana in May of 1991. The License gives the holder the right to prospect for and prove gold under or in the Property including the right to conduct such geological and geophysical investigations in the Property in order to determine an adequate quantity of geologically proven and mineable reserve of gold (directly or through agents, contractors or sub-contractors).  As a result of the Share Exchange Agreement and the Acquisition of DGG, the Company acquired the Option to acquire the mineral rights to the Property, pursuant to the Option Assignment Agreement.

On January 23, 2012, the Company, through its wholly-owned subsidiary, DGG, made a final payment of one hundred thirty five thousand dollars ($135,000) to Xtra-Gold Resources to acquire a 100% right, title and interest in and to the Property pursuant to that Option Assignment Agreement dated August 27, 2011.

(5)

During the six months ended October 31, 2011, the Company used $59,232 of cash for operating activities.

(6)

During the six months ended October 31, 2011, the Company had operating expenses of $324,702, of which $269,988 was used for consulting fees for various services to the Company.

4472 Winding Lane

Stevensville, MI 49127

2

(7)

On December 21, 2011, the Company entered into a Consulting Agreement with Wheatfield Partners (“Wheatfield”), pursuant to which Wheatfield shall provide advisory and consulting services to the Company including the development, implementation and maintenance of an ongoing program to develop the Company’s current mining property and to identify further mineral properties available for acquisition by the Company.  The term of the Consulting Agreement is for an initial three (3) months and thereafter for additional terms of three (3) months, with a maximum of twelve (12) months.

(8)

On December 22, 2011, the Company established an Advisory Board to advise the Board of Directors with respect to the business development and ongoing day-to-day operations of the Company.

(9)

The Company has indicated in its filings with the SEC, as of January 30, 2012, that it is no longer a “shell” company.

(10)

On February 9, 2012, the Company entered into a Consulting Agreement with Ralph Shearing, whereby Mr. Shearing shall provide corporate development services to the Company and shall assist with technical aspects of mineral exploration and development of the Company’s mineral property interests.  Mr. Shearing shall serve as a Consultant of the Company for a term of 12 months which shall automatically be renewed for successive terms of 12 months.

(11)

On February 13, 2012, the Company appointed Ralph Shearing as a Geological Consultant.  Mr. Shearing has over 31 years of geological experience and involvement in exploration and development projects.

(12)

On February 14, 2012, the Company entered into an Engagement Agreement with Source Capital Group, Inc. (“SCG”), pursuant to which the Company shall engage SCG for a term of ninety days (90) commencing on February 14, 2012, to act as the Company’s placement agent and financial advisor for a proposed issuance, or series of issuances, of not limited to ten million dollars ($10,000,000) of debt and/or equity capital of the Company.

The Company’s Assets

The Company’s assets include the mining rights to the rather large mining property in Ghana that the Company acquired as part of the Share Exchange Agreement and Acquisition of DGG, as described in greater detail above.  The Company acquired the mining rights to the Property in exchange for $250,000 cash and the issuance of 17,500,000 of its common shares.  The Property covers 20.60 km2 (5,100 acres) located approximately 35 km (21 miles) northwest of the city of Takoradi in the southeastern portion of Ghana’s historic Ashanti Gold Belt.

The foregoing demonstrates that the Company has engaged in definitive business operations since September 2011 through its acquisition, development and exploration of the valuable mineral property in Ghana and through its engagement of various consultants and advisors to assist the Company in developing its current property and exploring opportunities to acquire additional mineral properties.  Accordingly, the Company’s current business operations and non-cash assets exceed the threshold of “nominal” and accordingly, the Company does not meet the definition of a “shell company”.

4472 Winding Lane

Stevensville, MI 49127

3

In connection with the Company’s responding to the comments set forth in the February 24, 2012 letter, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and,

•

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

Thank you for your courtesies.

Very truly yours,

NORMAN CAY DEVELOPMENT, INC.

/s/ Shelly Guidarelli

By: Shelly Guidarelli

Title:  President

4472 Winding Lane

Stevensville, MI 49127

4

February 24, 2012
 Via E-mail

Shelly Guidarelli President   Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development, Inc.
 Form 8-K
Filed January 30, 2012 File No. 333-167284

Dear Ms. Guidarelli:
 We have reviewed your filing and have the following comment.  Please respond to this
letter within ten business days by amending your  filing, by providing the requested information,
or by advising us when you will provide the requested response.  If you do not believe our 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 filing and the information you provide in
response to this comment, we may have additional comments.    Item 5.06

1. We note you believe you are no longer a shell company because you have acquired 100%
of Adom Mining Company Limited’s interest in the Edum Banso area of the Western
Region of Ghana.  By referring to specific part s of your disclosure or business, please tell
us in detail how you factually fall outside th e definition of a shell company.  We note a
shell company has no or nominal operations and either (i) no or nominal assets, (ii) assets
consisting solely of cash and cash equivalents, or (iii) assets consis ting of any amount of
cash and cash equivalents and nominal other as sets.  In the alternative, amend your Form
8-K to indicate you continue to be a shell company.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Shelly Guidarelli Norman Cay Development, Inc.  February 24, 2012 Page 2

  In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Ajay Koduri, Staff Attorne y, at 202-551-3310; Kathl een Krebs, Special
Counsel, at 202-551-3350; or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director
 cc: Via E-mail

 Luis Carrillo, Esq.  Carrillo Huettel, LLP

December 6, 2011
 Via E-mail

Shelly Guidarelli President   Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development, Inc.
 Form 8-K
Filed October 17, 2011, as amended December 5, 2011 File No. 333-167284

Dear Ms. Guidarelli:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Kathleen Krebs, for
  Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

Norman Cay Developments Inc.

4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

December 5, 2011

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development, Inc.

Form 8-K

Filed October 17, 2011

File No. 333-167284

Dear Mr. Koduri:

Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of November 4, 2011, pertaining to the Company’s Registration Statement on Form 8-K (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on October 17, 2011.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated November 4, 2011.

Prospectus Cover Page

1.

We note your disclosure under Item 5.06 that management has determined the company is no longer a shell corporation as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Securities Exchange Act. Under that definition, a shell company has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. By referring to specific parts of your disclosure or business, please tell us how you factually fall outside the definition of a shell company. Currently we note you have no operations (see page 27 which states you have no operating revenues) and all of your assets consist of cash (see also page 27). In the alternative, amend your Form 8-K to indicate you continue to be a shell company.

RESPONSE:  We have amended the Filing to remove any reference to the Company no longer being a shell company.

In connection with the Company’s responding to the comments set forth in the November 4, 2011 letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and,

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter, and all related documents have be filed via the EDGAR system.

Thank you for your courtesies and please contact us at you convenience if you require any additional information.

Very truly yours

/s/ Shelly Guidarelli

Shelly Guidarelli

November 4, 2011
 Via E-mail

Shelly Guidarelli President   Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development, Inc.
 Form 8-K
Filed October 17, 2011 File No. 333-167284

Dear Ms. Guidarelli:
 We have reviewed your filing and have the following comment.  Please respond to this
letter within ten business days by amending your  filing, by providing the requested information,
or by advising us by when you will provide the re quested response.  If you do not believe our
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 filing and the information you provide in
response to this comment, we may have additional comments.

General

1. We note your disclosure under Item 5.06 that  management has determined the company
is no longer a shell corporation as defined in Rule 405 of the Securities Act or Rule 12b-2
of the Securities Exchange Act.  Under that  definition, a shell company has no or nominal
operations and either (i) no or nominal assets , (ii) assets consisti ng solely of cash and
cash equivalents, or (iii) asse ts consisting of any amount of  cash and cash equivalents and
nominal other assets.  By referring to specific parts of your disclosure  or business, please
tell us how you factually fall outside the de finition of a shell company.  Currently we
note you have no operations (see page 27 wh ich states you have no operating revenues)
and all of your assets consis t of cash (see also page 27).  In the alternative, amend your
Form 8-K to indicate you conti nue to be a shell company.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Shelly Guidarelli Norman Cay Development, Inc.  November 4, 2011 Page 2

 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Ajay Koduri, Staff Attorne y, at 202-551-3310; Kathl een Krebs, Special
Counsel, at 202-551-3350; or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Kathleen Krebs for   Larry Spirgel
Assistant Director
 cc: Via E-mail

 Wade Huettel, Esq.
 Carrillo Huettel, LLP

October 14, 2010

Via U.S. Mail
 Shelley Guidarelli President and Chief Executive Officer
Norman Cay Development Inc.
4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development Inc.
Amendment No. 4 to Form S-1 Filed October 14, 2010
  File No. 333-167284
 Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Description of Business, page 20

First Year Operations, page 21

1. We note your response to comment two from our letter dated September 10, 2010.  We also note you have revised your disclosure to  discuss the proximity of larger and more
populous cities such as South Bend, Gr and Rapids, and Chicago that surround
Stevensville, Michigan and how your target customers may reside in those surrounding
areas which, in turn, creates enormous mark et potential for you.  However, since you now
consider South Bend, Grand Rapids, and Chi cago to contain target  customers, please
revise this section to discuss how your co mpetitors in those areas may affect your
operations.  In this regard, please discuss how larger, more established competitors may affect your business.  Also, revise the Co mpetition section to discuss the affects of
competing with cell phone st ores in these areas.

Shelley Guidarelli
Norman Cay Development Inc.
October 14, 2010 Page 2

 Management’s Discussion and Analysis, page 25

 Liquidity and Capital Resources, page 25

 2. We note your response to comment four fr om our letter dated September 10, 2010.
Please revise in the appropriate places (s uch as your Risk Fa ctor section and you
discussion under this section) to disclose what level of revenues you will need to generate to pay off the note.  In this regard, please ta ke into account your di sclosure in the second
to last paragraph on page 23 that you es timate the start-up cost s to be between $26,000
and $38,300.

Directors, Executive Officers, Promoters and Control Persons, page 28

3. We note your response to comment five from  our letter dated September 10, 2010.  Rule
405 states a promoter includes any person who, ac ting alone or in conjunction with one or
more other persons, directly or indirectly takes initiative  in founding and organizing the
business or enterprise of an issuer.  Please tell us why Mr. Ross ha s not indirectly taken
the initiative in founding and organizing your business.

In this regard, we note your response states that he has provided cap ital to finance the
start-up of your operations.  Mo re specifically, the disclosure at the bottom of page 25
states the note owed to Mr. Ross was used  to finance professional fees and general
operating costs, and the middle of page 26 states you spent $25,000 of the proceeds from
this note in the three months ended July 31, 2010 to pay for legal and accounting fees to register this offering.  Furthe r, we note, in the last para graph on page 15, the Use of
Proceeds disclosure states you will use the pro ceeds of this offering to facilitate the
development of your business including obtaini ng a wireless reseller’s license.  Please
address these facts in explai ning why Mr. Ross has not indir ectly taken the initiative in
founding and organizing your business.

Please contact Ajay Koduri, Staff Attorney, at 202-551-3310 or Kathleen Krebs, Special
Counsel, at 202-551-3350 with any questions.
Sincerely,
      /s/ Kathleen Krebs for
Larry Spirgel Assistant Director
cc: Via facsimile to 619-330-1888

 Wade D. Huettel, Esq.  Carrillo Huettel, LLP

CORRESP
1
filename1.htm

Acceleration Request    Norman Cay Development Inc.

 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

 October 29, 2010

 VIA EDGAR

 Ajay Koduri, Staff Attorney

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington DC 20549

 Re:

 Norman Cay Development, Inc.

 Registration Statement on Form S-1

 File No. 333-167284

 Acceleration Request

 Requested Date: November 2, 2010 5:00 pm Eastern Standard Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Norman Cay Development, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-167284) be declared effective at the “Requested Date” set forth above or as soon thereafter as practicable.

 In connection with the acceleration request, the Company hereby acknowledges that:

 ·

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1;

 ·

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; 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.

          Sincerely,

   Norman Cay Development, Inc.

   By:

   /s/ Shelly Guidarelli

   Shelly Guidarelli

   President and Chief Executive Officer

CORRESP
1
filename1.htm

SEC Response

Norman Cay Development Inc.

4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

October 14, 2010

Kathleen Krebs

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development Inc.

File No. 333-167284

SEC Comment letter dated October 14, 2010

Dear Ms. Krebs:

Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of October 14, 2010, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on June 3, 2010.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated October 14, 2010.

Description of Business, page 20

First Year Operations, page 21

1.

We note your response to comment two from our letter dated September 10, 2010. We also note you have revised your disclosure to discuss the proximity of larger and more populous cities such   as South Bend, Grand Rapids, and Chicago that surround Stevensville, Michigan and how your target customers may reside in those surrounding areas which, in turn, creates enormous market potential for you. However, since you now consider South Bend, Grand Rapids, and Chicago to contain target customers, please revise this section to discuss how your competitors in those areas may affect your operations. In this regard, please discuss how larger, more established competitors may affect your business. Also, revise the Competition section to discuss the affects of competing with cell phone stores in these areas.

RESPONSE:  We have added the following language to both page 21 and 25 of the Filing to further illuminate that we will compete against retail stores in our area.

"Our competitors in larger and more populous cities such as South Bend, Grand Rapids, and Chicago that surround Stevensville, Michigan will primarily be licensed retail resellers.  As there is substantial and increasing competition in all aspects of the wireless communications industry, including the retail sector, we will compete for new and existing wireless communication customers based principally on our reputation, customer service, price and special offerings. Our principal competitors will be principally franchise stores, including Verizon, Sprint Nextel and T-Mobile, which collectively serve over 90% of the U.S. wireless market. Other direct competitors will include regional carriers, such as Alltel and U.S. Cellular, niche carriers, such as MetroPCS and Cricket Communications Inc., and other resellers.

We anticipate that most, if not all, of our competitors will have greater name and brand recognition and access to greater amounts of capital and established relationships with a larger base of current and potential customers. Because of their size and bargaining power, our competitors may be able to purchase equipment, supplies and services at lower prices than us in the initial stages of our development.  As a result, our operations may be significantly and negatively impacted by our larger, more established competitors.  Once we commence operations, if we are not able to generate enough revenue by attracting new and existing wireless communications customers and/or by enticing customers to purchase from us rather than from our larger, more established competition, we may be forced to cease operations."

Management's Discussion and Analysis. page 25

Liquidity and Capital Resources. page 25

2.

We note your response to comment four from our letter dated September 10, 2010. Please revise in the appropriate places (such as your Risk Factor section and your discussion under this section)   to disclose what level of revenues you will need to generate to payoff the note. In this regard, please take into account your disclosure in the second to last paragraph on page 23 that you estimate the start-up costs to be between $26,000 and $38,300.

RESPONSE: We have revised the Filing on page 11 and page 26 to include the below language. As disclosed, we do not include the cost of repaying the Note into our start-up costs as the funds underlying the Note were given to the Company as "start-up capital". Our operational plans, and the terms of the Amended Promissory Note, call for us to repay the funds advanced by Mr. Ross once the Company generated $150,000 in revenue.

"The Company has received its initial financing through the issuance of a promissory note, and the repayment of such note prior to the Company's achieving profitability would have a negative effect on the Company's business prospects."

"On April 29, 2010, the Company received the amount of $9,928 from Mr. Steve Ross (“Mr. Ross”). The total amount received was unsecured, due interest at 10% per annum, and due on demand. The terms of the advance were not initially memorialized in an agreement.

On May 10, 2010, the Company issued a Promissory Note to Mr. Ross in the amount of $29,928, which amount includes the $9,928 advance that was not previously reduced to writing. Under the terms of the Promissory Note, the amount is unsecured, due interest at 10% per annum, and due on or before May 10, 2011. Thereafter, on October 19, 2010, the Company amended the terms of the Promissory Note to include an additional $9,994 loaned by Mr. Ross on July 21, 2010 and $25,494 loaned on September 23, 2010.  Per the terms of the Amended Promissory Note, the total amount of $65,416 is unsecured, due interest at 10% per annum, and due either on July 31, 2011 or after the Company has generated $150,000 in revenue, whichever is later.

The Company intends to repay this Amended Promissory Note through revenue generated from the execution of the Company's business plan, consistent with the express terms of the Amended Promissory Note. The Company has no plans to use any funds generated from the proceeds of this offering to pay off the Amended Promissory Note.

The Company will have to generate at least $150,000 in revenue before the Amended Promissory Note becomes due. Any repayment of the Amended Promissory Note prior to the Company generating sufficient revenue to do so would have a significant negative impact on the Company's ability to initiate its business plan."

Additionally, we have amended the Filing on Page 26 to include the following language:

"On April 29, 2010, the Company received the amount of $9,928 from Mr. Steve Ross (“Mr. Ross”). The total amount received was unsecured, due interest at 10% per annum, and due on demand. The terms of the advance were not initially memorialized in an agreement.

On May 10, 2010, the Company issued a Promissory Note to Mr. Ross in the amount of $29,928, which amount includes the $9,928 advance that was not previously reduced to writing. Under the terms of the Promissory Note, the amount is unsecured, due interest at 10% per annum, and due on or before May 10, 2011.

Subsequent to the period ended July 31, 2010, on October 19, 2010, the Company amended the terms of the Promissory Note to include an additional $9,994 loaned by Mr. Ross on July 21, 2010 and $25,494 loaned on September 23, 2010. Per the terms of the Amended Promissory Note, the total amount of $65,416 is unsecured, due interest at 10% per annum, and due either on July 31, 2011 or after the Company has generated $150,000 in revenue, whichever is later.

2

"The Company intends to repay this Amended Promissory Note through revenue generated from the execution of the Company's business plan, consistent with the express terms of the Amended Promissory Note. The Company has no plans to use any funds generated from the proceeds of this offering to pay off the Amended Promissory Note.

The Company will have to generate at least $150,000 in revenue before the Amended Promissory Note becomes due.  Any repayment of the Amended Promissory Note prior to the Company generating sufficient revenue to do so would have a significant negative impact on the Company's ability to initiate its business plan."

We have also included the Amended Promissory Note as an Exhibit to the Filing and added Note 5 - Subsequent Events to the Financial Statements for the period ended July 31, 2010.

Directors, Executive Officers, Promoters and Control Persons. page 28

3.

We note your response to comment five from our letter dated September 10, 2010. Rule 405 states a promoter includes any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or   enterprise of an issuer. Please tell us why Mr. Ross has not indirectly taken the initiative in founding and organizing your business.

In this regard, we note your response states that he has provided capital to finance the start-up of

your operations. More specifically, the disclosure at the bottom of page 25 states the note owed to Mr. Ross was used to finance professional fees and general operating costs, and the middle of page 26 states you spent $25,000 of the proceeds from this note in the three months ended July 31, 2010 to pay for legal and accounting fees to register this offering. Further, we note, in the last paragraph on page 15, the Use of Proceeds disclosure states you will use the proceeds of this offering to facilitate the development of your business including obtaining a wireless reseller's license. Please address these facts in explaining why Mr. Ross has not indirectly taken the initiative in founding and organizing your business.

RESPONSE:  As accurately depicted from the Filing, Mr. Ross provided start-up capital to the Company. Beyond that, Mr. Ross has had no influence or control, directly or indirectly, over Company expenses or invoices that are paid from funds advanced by Mr. Ross.  We believe that in order for Mr. Ross to have "taken the initiative in “founding and organizing" the business there would have to have been some action beyond simply writing a check. As already disclosed, Mr. Ross has simply been an angel investor by providing capital to the Company.

Further, Mr. Ross has no influence or control over the actions or direction of the Company, and, therefore, could not have taken the initiative in "founding and organizing" the business, both of which are the sole responsibility of the undersigned, Ms. Guidarelli. In fact, we note the following:

(a)

On Page 12, there is a risk factor stating that our future success will depend, among other factors listed in the Filing, on the continued service of the undersigned;

(b)

On Page 13, there is a risk factor that describes the direct link between our success and the time devoted by the undersigned; and

(c)

The Description of Business section describes our operational base as being Stevensville, MI, not the State of Florida where Mr. Ross resides.

The Company determined that, with the limited amount of angel financing available to start-up companies in today's economic climate, the best way to use the funds provided by Mr. Ross was to register the subject offering thereby registering additional equity for direct sale by the Company which, in turn, will be used to finance our operations.  This fact is disclosed throughout the Filing, and specifically in the Use of Proceeds as correctly noted in the text of your comment.

The undersigned, Ms. Guidarelli, believes that this use of the funds provided by Mr. Ross was in the best long-term interest of the Company. We do not believe this gives rise, in any way, to the conclusion that Mr. Ross is somehow controlling the operations of the Company, i.e. "founding and organizing" the business.  As stated in our last correspondence and response, Mr. Ross is, without any doubt, not a promoter as: i) he has not taken any part in founding or organizing the Company; and, ii) any consideration Mr. Ross may receive is solely due to the capital he has provided to the company in exchange for the Company issuing a note payable to Mr. Ross.

3

We believe that Mr. Ross' status as an angel investor is well-established and that there has been significant disclosure pertaining to this fact.  Again, as previously stated, Mr. Ross has simply provided capital to help finance the Company’s start up operations, and has not otherwise taken part in any aspect of the Company, from founding the Company to its organization and operations.  Other than repayment of any funds advanced, Mr. Ross has no financial or other economic interest in the Company whatsoever.  Based on each of the foregoing facts, including the location of our proposed operations, the fact that the undersigned makes all decisions for the Company, the success of the Company being contingent on the continued service and time devoted by the undersigned and the fact that Mr. Ross simply provided capital and has no influence whatsoever over any decision made by the Company, Mr. Ross most certainly does not fall within the scope of the definition of a promoter as set forth in Rule 405.

In connection with the Company’s responding to the comments set forth in the October 14, 2010 letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and,

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter, and all related documents have be filed via the EDGAR system.

Thank you for your courtesies and please contact us at you convenience if you require any additional information.

Very truly yours,

/s/ Shelly Guidarelli

Shelly Guidarelli

_________________________________________________________________________

4

CORRESP
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SEC Response Letter

Norman Cay Development Inc.

4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

September 29, 2010

Kathleen Krebs

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development Inc.

File No. 333-167284

SEC Comment letter dated September 10, 2010

Dear Ms. Krebs:

Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of September 10, 2010, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on June 3, 2010.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated September 10, 2010.

Prospectus Summary, page 6

The Company Overview, page 6

1.

We note your response to comment one from our letter dated August 18, 2010. We also note from the bottom of page 21 that you intend to open locations in Stevensville, Michigan. Please revise the first paragraph to disclose the area where you intend to lease retail space.

RESPONSE: We have revised the Filing on Pages 6 to include the following language:

“Norman Cay Development, Inc. was incorporated in the State of Nevada on April 28, 2010. We intend to become an authorized reseller of wireless telephones and service plans. As of the date hereof, we have not filed any application to become an authorized reseller with any wireless network distributors. The Company has conducted market research on locations in Berrien County where space, both retail and kiosk, is available. We are considering leasing a space in Benton Harbor, MI; St. Joseph, MI or in the nearby surrounding cities of Stevensville, Michigan. Whether we decide to rent a retail space or a kiosk will depend on the amount of proceeds we receive from this offering, and any additional financing we receive, if any. Additionally, where specifically we will rent will depend on pricing and availability at the time we are ready to lease. Due to the current financial conditions in the area, retail space is being offered with many incentives. We do not foresee any significant difficulties in identifying and securing adequate retail space.”

Description of Our Business, page 20

First Year Operations, page 21

2.

We note your statement at the bottom of page 21 that there is only one wireless reseller in Stevensville and there is untapped market potential in the area. Revise to disclose the name of the competing reseller. Also, explain why you believe there is untapped market potential in Stevensville. In this regard, we note Stevensville appears to have a population of about 1,000 people (refer to www.city-data.com/city/StevensvilleMichigan.html) and Berrien County has a population of about 160,000 people (refer to quickfacts.census.gov/qfdlstatesI26126021.html). Please account for these factors when in your explanation.

RESPONSE: We have revised the Filing on Page 21 to include the following language:

“We anticipate that our retail location will cost approximately $1,200-$1,400 per month and that we may have to commit to a long-term lease in order to receive the lowest rent possible. As the Company has a limited operating history, we expect that a large security deposit and significant time commitment will be required in order for the Company to secure a lease. However, as we intend to initially seek out kiosk space, we anticipate more favorable terms with a kiosk rental agreement. The Company has conducted market research in Stevensville, Michigan and the surrounding areas, where space, both retail and kiosk, is available. Such locations have much lower monthly rental fees as compared to our monthly budgeted rental expense. Additionally, due to the current financial conditions in the area, retail space is being offered with many incentives. Management believes that kiosk space has a higher turnover rate than traditional commercial real estate. Accordingly, we will attempt to leverage a rental agreement on terms most favorable to the Company. While the town of Stevensville, Michigan is small and has a very low population, the surrounding larger cities have much denser populations and therefore our target customers are not only those residing in Stevensville, but also in the surrounding area. For instance according to the US Census Bureau, the city of South Bend, Indiana has a population of approximately 107,000 and is located less than 40 miles away from Stevensville; the city of Grand Rapids, Michigan has a population of approximately 197,000 and is approximately 100 miles away from Stevensville, and Chicago, Illinois has an approximate population of 2.9 million and is located less than 100 miles away from Stevensville. The surrounding cities’ greater populations coupled with Berrien County’s population of around 160,000 creates enormous market potential since the more populous an area is, the greater chance of having a high cell phone service demand.”

The Industry, page 24

3.

At the top of page 25, we note your disclosure regarding the growth of cell phone subscribers worldwide. However, we note your market is Stevensville. Please explain how and why worldwide subscriber growth applies to your market. Further, please explain how Mr. Slim's fortunes relate and apply to your operations. In this regard, we note he and his family control America Movil whose operations are significantly larger than yours.

RESPONSE: We have revised the Filing on Page 25 to remove the reference to Mr. Slim, accordingly the Filing reads as follows:

“According to a recent report published by the Plunkett Research, the global telecommunications industry will generate approximately $1.3 trillion in the United States alone in 2010. Further, from the end of 2008 to July 2010, there was an estimated increase of one billion cell phone users worldwide, bringing the current estimate to 5 billion subscribers. It is clear that the wireless handset has evolved and continues to evolve beyond a simple wireless telephone. The cell phone is becoming the primary communication link to the world as well as a personal entertainment center and source of information. We anticipate that this market will continue to grow and that more users will be attracted to lower pricing models and short-term or no-term contracts, including prepaid models. As the market for cell phone users worldwide grows, we hope this will translate into increased cell phone usage in Michigan, particularly in the Stevensville area. As cell phone usage in areas increase, the demand for better service increases and more cell phone companies could petition to construct additional cell phone towers, thereby meeting the increased demand. The increase of cell phone towers in the Stevensville area would further supplement the growth potential of cell phone usage in the targeted area. Additionally greater cell phone usage worldwide means greater cell phone usage in cities in the United States with large populations, and as discussed above, Stevensville is conveniently located next to more populous cities.”

_________________________________________________________________________

2

Management's Discussion and Analysis, page 25

Liquidity and Capital Resources, page 25

4.

We note your response to comment 16 from our letter dated August 18, 2010, but we partially re-issue this comment. Please revise to explain how you intend to repay the interest and principal on the note due to Mr. Ross and whether you will use any of the proceeds from this offering to repay the note.

RESPONSE: We have revised the Filing on Page 10 to include the following "Risk Factor":

"The Company has received its initial financing through the issuance of a promissory note, and the repayment of such note prior to the Company's achieving profitability would have a negative effect on the Company's business prospects.

On April 29, 2010, the Company issued a note payable to Mr. Steve Ross (“Mr. Ross”) for proceeds of $9,928. Under the terms of the note payable, the amount is unsecured, due interest at 10% per annum, and due on demand. The terms of the note were never memorialized in an agreement. On May 10, 2010, the Company issued another note payable to Mr. Ross for proceeds of $20,000. As the note for $9,928 was never reduced to writing, the two notes were consolidated into the May 10, 2010 note. Under the terms of the consolidated note, the amount is unsecured, due interest at 10% per annum, and due on or before May 10, 2011. The Company intends to repay this Note through either revenue generated from the execution of the Company's business plan. The Company has no plans to use any funds generated from the proceeds of this offering to pay off the Note. However, Note is due upon demand and the Company could be forced to repay the Note with proceeds from this offering should Mr. Ross so demand. The Company has received verbal assurances from Mr. Ross that he has no intention to demand repayment until such time that the Company is generating sufficient revenue to begin repaying the Note without significant detriment to the Company. However, the assurances are verbal and should Mr. Ross demand repayment of the Note early the Company's business may suffer."

Additionally, we have amended the Filing on Page 26 to include the following language:

"The Company intends to repay this Note through either revenue generated from the execution of the Company's business plan. The Company has no plans to use any funds generated from the proceeds of this offering to pay off the Note. However, Note is due upon demand and the Company could be forced to repay the Note with proceeds from this offering should Mr. Ross so demand. The Company has received verbal assurances from Mr. Ross that he has no intention to demand repayment until such time that the Company is generating sufficient revenue to begin repaying the Note without significant detriment to the Company. However, the assurances are verbal and should Mr. Ross demand repayment of the Note early the Company's business may suffer."

Directors, Executive Officers, Promoters and Control Persons, page 27

5.

We partially reissue comment 19 from our letter dated August 18, 2010. Revise to disclose Mr. Ross's role in the company and explain whether he is a promoter under Rule 405 of Regulation S-K. If applicable, please give us your reasons for concluding he is not a promoter or provide the disclosure required under Item404(c) of Regulation S-K.

RESPONSE: We have revised the Filing on Page 25 to include the following language:

“On April 29, 2010, the Company issued a note payable to Mr. Steve Ross (“Mr. Ross”) for proceeds of $9,928. Under the terms of the note payable, the amount is unsecured, due interest at 10% per annum, and due on demand. The terms of the note were never memorialized in an agreement. On May 10, 2010, the Company issued another note payable to Mr. Ross for proceeds of $20,000. As the note for $9,928 was never reduced to writing, the two notes were consolidated into the May 10, 2010 note. Under the terms of the consolidated note, the amount is unsecured, due interest at 10% per annum, and due on or before May 10, 2011.”

Supplementally, we have not added disclosure relating to Mr. Ross’ role in the Company as he is not a Promoter, and therefore we do not believe such disclosure is not applicable. Pursuant to Rule 405 of Regulation S-K, Mr. Ross is not a promoter since: i) he has not taken any part in founding or organizing the Company and ii) any consideration Mr. Ross may receive is solely due to the capital he has provided to the company in exchange for the Company issuing a note payable to Mr. Ross. Mr. Ross is simply an angel investor, as he has provided capital to help finance the Company’s start up operations, and has not otherwise taken part in any aspect of the Company and outside of the repayment of the Note has no continued financial or other economic interest in the Company.

_________________________________________________________________________

3

Financial Statements, page F-l

6.

Please update your financial statements to include interim financial statements for the three months ended July 31, 2010.

RESPONSE: We have provided updated financial statements which include the three months ended July 31, 2010.

In connection with the Company’s responding to the comments set forth in the September 10, 2010 letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and,

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter, and all related documents have be filed via the EDGAR system.

Thank you for your courtesies and please contact us at you convenience if you require any additional information.

Very truly yours,

/s/ Shelly Guidarelli

Shelly Guidarelli

_________________________________________________________________________

4

September 10, 2010

Via U.S. Mail
 Shelley Guidarelli President and Chief Executive Officer
Norman Cay Development Inc.
4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development Inc.
Amendment No. 3 to Form S-1 Filed September 3, 2010
  File No. 333-167284
 Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 6

The Company Overview, page 6

1. We note your response to comment one from our letter dated August 18, 2010.  We also
note from the bottom of page 21 that you in tend to open locations in Stevensville,
Michigan.  Please revise the first paragraph to disclose the area where you intend to lease
retail space.

Shelley Guidarelli
Norman Cay Development Inc.
September 10, 2010 Page 2

Description of Our Business, page 20

First Year Operations, page 21

2. We note your statement at the bottom of page 21 that there is only one wireless reseller in
Stevensville and there is unta pped market potential in the ar ea.  Revise to disclose the
name of the competing reseller.  Also, explain why you believe there is untapped market potential in Stevensville.  In this regar d, we note Stevensville appears to have a
population of about 1,000 people (refer to  www.city-data.com/city/Stevensville-
Michigan.html) and Berrien County has a population of about 160,000 people (refer to
quickfacts.census.gov/qfd/states /26/26021.html).  Please account for these factors when
in your explanation.

The Industry, page 24

3. At the top of page 25, we note your disclo sure regarding the growth of cell phone
subscribers worldwide.  However, we note your market is Stevensville.  Please explain
how and why worldwide subscriber growth applies to your market.  Further, please
explain how Mr. Slim’s fortunes relate and ap ply to your operations.  In this regard, we
note he and his family control America Mov il whose operations are significantly larger
than yours.
 Management’s Discussion and Analysis, page 25

 Liquidity and Capital Resources, page 25

 4. We note your response to comment 16 from  our letter dated August 18, 2010, but we
partially re-issue this comment.  Please revise to explain how you intend to repay the
interest and principal on the note due to Mr . Ross and whether you will use any of the
proceeds from this offering to repay the note.

Directors, Executive Officers, Promoters and Control Persons, page 27

5. We partially reissue comment 19 from our  letter dated August 18, 2010.  Revise to
disclose Mr. Ross’s role in the company and explain whether he is a promoter under Rule
405 of Regulation S-K.  If applicable, please give us your reasons for concluding he is
not a promoter or provide the disclosure requ ired under Item 404(c) of Regulation S-K.
 Financial Statements, page F-1

 6. Please update your financial statements to in clude interim financial statements for the
three months ended July 31, 2010.

Shelley Guidarelli
Norman Cay Development Inc. September 10, 2010 Page 3

 You may contact Melissa Ha uber, Staff Accountant, at 202-551-3368 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at 202-551-3310 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,
     /s/ Kathleen Krebs for
Larry Spirgel Assistant Director
cc: Via facsimile to 619-330-1888

 Wade D. Huettel, Esq.  Carrillo Huettel, LLP

CORRESP
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SEC Response Letter    Norman Cay Development, Inc.

 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

 September 2, 2010

 Kathleen Krebs

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington DC 20549

 Re:

 Norman Cay Development Inc.

 File No. 333-167284

 SEC Comment letter dated August 18, 2010

 Dear Ms. Krebs:

 Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of August 18, 2010, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on June 3, 2010.

 Specific to your comments, our responses below are in addition to those filed via the Edgar system:

 FORM S-1

 The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated August 18, 2010.

 Prospectus Summary. page 6

 The Company Overview, page 6

 1.

 We note your response to comment three from our letter dated July 30, 2010. Please

 revise to indicate clearly whether you have filed an application to become a reseller for any wireless provider and have performed any market research to determine a suitable retail location. Further, revise to disclose whether you have received any firm commitments or indications of interest from friends, family, or business acquaintances regarding potential investments in your company.

 RESPONSE:

 We have revised the Filing on Pages 6-7 to include the following language:

 Pg. 6:

 “Norman Cay Development, Inc. was incorporated in the State of Nevada on April 28, 2010. We intend to become an authorized reseller of wireless telephones and service plans. As of the date hereof, we have not filed any application to become an authorized reseller with any wireless network distributors. The Company has contacted locations where space, both retail and kiosk, is available. Due to the current financial conditions in the area, retail space is being offered with many incentives. We do not foresee any significant difficulties in identifying and securing adequate retail space.”

  Pg. 7:

 “Although we were only recently incorporated and have not yet commenced substantive operations, we believe that conducting this offering will allow the Company added flexibility to raise capital in today's financial climate. Although, there can be no assurance that we will be successful in our attempt to sell 100% of the shares being registered hereunder, we believe that investors in today's markets demand full transparency and by our registering this offering we will be able to capitalize on this fact. The Company intends to begin substantive operations in the coming months and believes it will be able to do so even if no funds are raised hereunder. Our initial plan of operations calls for the Company to finalize the application process with several wireless providers. This requires the Company to show initial capital in the range of $20,000-$25,000, this amount will be available to us if we are able to sell 50% of the shares offered hereby. If we receive the funds necessary to become an authorized reseller for one or more wireless service providers, we will execute such agreement and begin seeking out adequate kiosk space from which we can begin our operations. Initially, we intend to use proceeds from this offering to secure the reseller’s license, identify and secure the retail location, and purchase initial inventory.  In the absence of such sales, our Management will seek out reasonable loans from friends, family and business acquaintances necessary to allow the Company to continue to meet its obligations, including covering any such cost associated with being a fully reporting Company with the Securities and Exchange Commission ("SEC") and continuing to develop our initial business operation. At this point we have not received any firm commitments or indications from any family, friends or business acquaintances regarding any potential investment in the Company.”

 2.

 We note your response to comment four from our letter dated July 30, 2010. Revise the second to last sentence in the first paragraph at the top of page 7 to clearly state the company, Ms. Guidarelli, or any other affiliated or unaffiliated party has no plans to use the company as a vehicle for a private company to become a reporting company once the company becomes a reporting company.

 RESPONSE:

 We have revised the Filing on Page 7 to include the following language:

 “Neither the Company, Ms. Guiardelli nor any other affiliated or unaffiliated entity has any plans to use the Company as a vehicle for a private company to become a reporting company once Norman Cay Development, Inc. becomes a reporting Company.”

 Risk Factors, page 8

 Shares of our common stock that have not been registered under the Securities Act of 1933, as amended. regardless of whether such shares are restricted or unrestricted. are subject to resale restrictions imposed by Rule 144. including those set forth in Rule 144(i) which apply to a "shell company" .... page 9

 3.

 Please revise the second sentence of this risk factor heading and the last sentence of the risk factor to clarify that any shares held by affiliates, including any shares received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

 RESPONSE:

 We have revised the Filing on Page 10 to include the following language:

 “Shares of our Common Stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our Common Stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

 2

  Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; 3)and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.”  If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold pursuant to Rule 144. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above.  As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future.  Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).”

 Because our sole officer and director owns an aggregate of 100% of our outstanding common stock. the market price of our shares would most likely decline if he were to sell a substantial number of shares all at once or in large blocks, page 9

 4.

 Please revise the third sentence of this risk factor to disclose that Ms. Guidarelli will be subject to the resale restrictions of Rule 144(i) for the resale of her shares.

 RESPONSE:

 We have revised the Filing on Page 10 to include the following language:

 “Because our sole officer and director owns an aggregate of 100% of our outstanding Common Stock, the market price of our shares would most likely decline if she were to sell a substantial number of shares all at once or in large blocks.

 Our sole officer and director, Shelley Guidarelli, owns 5,000,000 shares of our Common Stock, which equates to 100% of our outstanding Common Stock prior to the completion of this offering.  There is presently no public market for our Common Stock, although we plan to apply for quotation of our Common Stock on the FINRA over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  Any shares held by Ms. Guidarelli, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).  The offer or sale of a large number of shares at any price may cause the market price to fall.  Sales of substantial amounts of Common Stock or the perception that such transactions could occur may materially and adversely affect prevailing markets prices for our Common Stock.”

 If a Market for Our Common Stock Does Not Develop, ... page 13

 5.

 Please revise this risk factor to remove the double negatives. The relevant part of the first sentence should read "and no such market may ever develop," and the relevant part of the third sentence should read "There is no guarantee that our shares may be traded."

 RESPONSE:

 We have revised the Filing on Page 14 to include the following language:

 “If a Market for Our Common Stock Does Not Develop, Shareholders May Be Unable To Sell Their Shares.

 There is currently no public trading market for our Common Stock, and no such market may ever develop. While we intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board, there is no assurance that our application will be approved. There is no guarantee that our shares may ever be traded on the bulletin board, or, if traded, a public market may not materialize. If our Common Stock is not traded on the bulletin board or if a public market for our Common Stock does not develop, investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.”

 3

  Use of Proceeds, page 14

 6.

 You provide tabular disclosure of how you intend to use the net proceeds of the offering assuming that you sell all the shares. Provide similar tabular disclosure of your intended use of the net offering proceeds if you sell only 50% and 10% of the shares being offered. This will facilitate a reader's understanding and comparison of the potential outcomes of the offering.

 RESPONSE:

 We have revised the Filing on Page 15 to include a chart of our intended use of the net offering proceeds if we only sold 50% and 10% of the shares being offered.

 7.

 Please further itemize the amount of proceeds that you intend to use for each purpose under "Business Development."

 RESPONSE:

 We have revised the Filing on Page 15 to include a chart which further itemizes the amount of proceeds we intend to use for each purpose under “Business Development.”

 Information with respect to the Registrant, page 18

 8.

 Please remove the reference to National Intelligence Association, Inc. or explain this reference.

 RESPONSE:

 This was a typographical error and we have removed this reference on Page 19 of the Filing.

 Description of our Business. page 18

 9.

 We note your statement in the fifth paragraph on page 18 that you have "begun taking the necessary steps to complete the applications to become a licensed reseller." As discussed in comment one above, revise to disclose whether you have filed any application with a wireless company and, if so, where you are in the application process. Also, to inform your potential investors, please describe the major milestones of the application and review process.

 RESPONSE:

 We have revised the Filing on Page 20-21 to include the following language:

 Pg. 20:

 “We have not applied for a reseller's license and although we have not obtained any reseller’s license, to date, we plan to seek out and establish mutually beneficial relationships with various wireless wholesalers through which we will act as an authorized reseller.”

 Pg. 21:

 “Obtaining a Resellers License

 In the current marketplace, the most common and easiest way of becoming a licensed reseller is by contacting a master dealer.  The master dealer will typically have a contract with a major carrier (i.e. Verizon, Cricket, Sprint, AT&T) that will authorize the master dealer to establish and maintain reseller's licenses with local and regional retailers. The master dealer will operate as the conduit to the major supplier or to major suppliers; some have only one cell phone carrier that they represent and others may represent multiple carriers.

 The process of identifying and contracting with a master dealer is not always an easy task, and may require proof of adequate capitalization and a solid business plan prior to contracting with any potential reseller.  Once licensed, the master dealer will typically provide basic training and support; they may provide collateral items necessary to launch our retail efforts (posters, brochures, paper contracts) and they will act as the supplier for our cell phone inventory. Additionally, the master dealer will provide the activation system for new service activation and typically they will be responsible for paying commissions to us for the new activations.

 Once under contract, the sale of a variety of licensed products will be a key element of our strategy and we intend to expand our offerings of licensed products over the coming years. Under typical license agreements with any master dealer, we will be generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, and make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products).  Failure to satisfy the requirements or otherwise meet our obligations under a potential license agreement usually grants the licensor the right to terminate our license. Once we obtain a reseller’s license, we will file this agreement as an exhibit to this S-1 Registration Statement.”

 4

 10.

 Further, other than an initial capital requirement of $20,000 to $25,000, please disclose whether there are any other material conditions or limitations to becoming a licensed reseller such as franchised territory. Once you obtain a reseller's license, please confirm you will file this agreement as an exhibit.

 RESPONSE:

 We have revised the Filing on Page 21 to include the following language:

 “The process of identifying and contracting with a master dealer is not always an easy task, and may require proof of adequate capitalization and a solid business plan prior to contracting with any potential reseller.  Once licensed, the master dealer will typically provide basic training and support; they may provide collateral items necessary to launch our retail efforts (posters, brochures, paper contract

August 18, 2010

Via U.S. Mail
 Shelley Guidarelli President and Chief Executive Officer
Norman Cay Development Inc.
4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development Inc.
Amendment No. 2 to Form S-1 Filed August 10, 2010
  File No. 333-167284
 Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 6

The Company Overview, page 6

1. We note your response to comment three from  our letter dated July 30, 2010.  Please
revise to indicate clearly whet her you have filed an applica tion to become a reseller for
any wireless provider and have  performed any market resear ch to determine a suitable
retail location.  Further, re vise to disclose whether you have received any firm
commitments or indications of interest from  friends, family, or business acquaintances
regarding potential investme nts in your company.
 2. We note your response to comment four from our letter dated July 30, 2010.  Revise the
second to last sentence in the first paragraph at th e top of page 7 to clearly state the
company, Ms. Guidarelli, or any other affilia ted or unaffiliated party has no plans to use

Shelley Guidarelli
Norman Cay Development Inc.
August 18, 2010 Page 2

the company as a vehicle for a private company to become a reporting company once the company becomes a reporting company.
 Risk Factors, page 8

 Shares of our common stock that have not been registered under the Se curities Act of 1933, as
amended, regardless of whether such shares are re stricted or unrestricted,  are subject to resale
restrictions imposed by Rule 144, including those set fort h in Rule 144(i) which apply to a “shell
company”…, page 9
 3. Please revise the second sentence of this risk  factor heading and the last sentence of the
risk factor to clarify that any shares held by affiliates, including any shares received in a registered offering, will be subject to th e resale restrictions of Rule 144(i).
 Because our sole officer and director owns an aggregate of 100% of our outstanding common
stock, the market price of our shar es would most likely decline if he were to sell a substantial
number of shares all at once or in large blocks, page 9
 4. Please revise the third sentence of this risk fact or to disclose that Ms.  Guidarelli will be
subject to the resale restrictions of Rule 144(i) for the resale of her shares.
 If a Market for Our Common Stock Does Not Develop,… page 13

 5. Please revise this risk factor to remove the double negatives.  The relevant part of the first
sentence should read “and no such market may ever develop,” and the relevant part of the
third sentence should read “There is no guarant ee that our shares may be traded.”
 Use of Proceeds, page 14

 6. You provide tabular disclosure of how you intend to use the net proceeds of the offering assuming that you sell all the shares.  Provide similar tabular disclo sure of your intended
use of the net offering proceeds if you sell only  50% and 10% of the shares being offered.
This will facilitate a reader’s understanding and comparison of the potential outcomes of
the offering.
 7. Please further itemize the amount of proceed s that you intend to use for each purpose
under “Business Development.”

Information with respect to the Registrant, page 18

8. Please remove the reference to National Inte lligence Association, Inc. or explain this
reference.

Shelley Guidarelli
Norman Cay Development Inc.
August 18, 2010 Page 3

Description of our Business, page 18

 9. We note your statement in the fifth paragra ph on page 18 that you have “begun taking the
necessary steps to complete the applications to  become a licensed reseller.”  As discussed
in comment one above, revise to disclose wh ether you have filed any application with a
wireless company and, if so, where you are in the application process.   Also, to inform
your potential investors, pleas e describe the major milestones of the application and
review process.

10. Further, other than an in itial capital requirement of $20,000 to $25,000, please disclose
whether there are any other material conditions or limitations to becoming a licensed
reseller such as franchised territory.  Once you obtain a rese ller’s license, please confirm
you will file this agreement as an exhibit.
 First Year Operations, page 19

 11. We note you intend to open kiosks in Mich igan or elsewhere in the Midwest and you
anticipate your rent will be  about $1,200 to $1,400 per month.  Please revise to discuss
whether you have conducted any market resear ch to determining suitable kiosk locations
(and the results of this research).  For instan ce, your initial target is customers who do not
have a wireless provider.  Discuss what you have done to determine what locations in
Michigan or the Midwest have low cell phone penetration or usage and how such
locations compare with your budgeted rental expense.

12. Please revise the fifth paragraph on page 19 to disclose how much it will cost you to
retain a qualified consultant to assist the company with its marketing and sales strategy
and to purchase initi al inventory.
 13. Please explain how you will generate revenues.
 14. In the second to last paragraph on page 19, you state additional financing will be in the
form of debt or equity financing from Ms. Gu idarelli.  Please disclose an estimated range
(minimum and maximum) of financing th at will be available from her.
 15. In the last paragraph on page 19, please disc lose the basis for your statement that your
“business model will [not] require significan t levels of cash to ope rate” and quantify the
amount of cash you believe you will n eed to operate on a monthly basis.

Management’s Discussion and Analysis, page 20

Liquidity and Capital Resources, page 20
 16. We note your response to comment 12 from our  letter dated July 30, 2010.  You disclose
that you issued a note payable for $9,928 on April 29, 2010 and another note payable for

Shelley Guidarelli
Norman Cay Development Inc.
August 18, 2010 Page 4

$20,000 on May 10, 2010.  You disclose that both of  these notes are due on demand.  We
note, however, that the promissory note you filed as Exhibit 10.2 indicates that you
issued a note for $29,928.25 on May 10, 2010 and that this note is due on or before May
10, 2011.  Please reconcile these inconsistencies.   Also revise to disclose how you intend
to pay the interest and principal on th is note by May 10, 2011, including whether you
intend to use any of the offering proceeds for this purpose.

Directors, Executive Officers, Promoters and Control Persons, page 23

17. Please disclose how long Ms. Guidarelli ha s been employed by CPGjobs.  Revise to
make clear that you have one officer and dire ctor who is the same person rather than
referring to officers and direct ors in the plural.  Refer to  prior comments 20 and 21 from
our comment letter dated June 25, 2010.

Executive Compensation, page 23

18. We reissue comment 13 from our letter da ted July 30, 2010.  Refer to Regulation S-K
Item 402(n)(v) and the Instructi ons to Items 402(n)(2)(v) and (vi).  You must revise to
disclose whether the dollar value reported in column (e) of the Summary Compensation
Table is the grant date aggreg ate fair value of the stock award computed in accordance
with FASB ASC Topic 718.
 19. You disclose on page 23 that Ms. Guidar elli will receive a monthly fee of $2,500 under
the management agreement and that the fee may be converted into shares of common
stock “at a conversion rate to  be determined by and between the Company and Mr. Ross
from time to time.”  Please explain your reference to “Mr. Ross.”  Disclose whether this is Steven Ross, the person who loaned the company $29,928.25.  Disclose Mr. Ross’ role in the company, including whether he would be  considered a promoter under Rule 405 of
Regulation C.  If applicable , provide disclosure  regarding Mr. Ross under Item 404(c) of
Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management, page 24

20. Please update your beneficial ownership information from May 26, 2010 to the most recent practicable date.

Certain Relationships and Re lated Transactions, page 25

21. Please revise this disclosure in light of Ms.  Guidarelli’s management agreement with the
company.  Please refer to Item 404(d) of Regulation S-K.

Shelley Guidarelli
Norman Cay Development Inc. August 18, 2010 Page 5

 Notes to the Financial Statements, page F-7

Note 6.  Subsequent Events, page F-10

22. We note that you have included incomplete di sclosure regarding the date through which
subsequent events have been ev aluated.  Please either remove this disclosure or revise it
accordingly.

Exhibits

Exhibit 5.1
 23. In the fourth paragraph of your legal opinion, your counsel op ines that “the Registered
Shares have been, or shall upon issuance, be issued as duly and va lidly authorized and
issued, fully paid and non-assessable.”  It appears that Registered Shares is a defined term; however, the opinion does not define this term.  Please have counsel revise its opinion accordingly.
 Exhibit 23.1

24. Your auditors’ consent refers to an audit report dated June 1, 2010, while the audit report
included at page F-2 is date d August 5, 2010.  Please ask your auditors to revise their
consent to correct this inconsistency.

You may contact Melissa Ha uber, Staff Accountant, at 202-551-3368 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at 202-551-3310 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.

Sincerely,
     /s/ Kathleen Krebs for
Larry Spirgel Assistant Director
cc: Via facsimile to 619-330-1888

 Wade D. Huettel, Esq.  Carrillo Huettel, LLP

CORRESP
1
filename1.htm

SEC Response Letter

Norman Cay Developments Inc.

4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

August 5, 2010

Kathleen Krebs

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development Inc.

File No. 333-167284

SEC Comment letter dated July 30, 2010

Dear Ms. Krebs:

Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of July 30, 2010, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on June 3, 2010.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated July 30, 2010.

Prospectus Cover Page

1.

We substantially reissue comment two from our letter dated June 25, 2010. Because this is a best efforts, no minimum offering, please revise the prospectus cover page, Use of Proceeds, Capitalization, and Management's Discussion and Analysis Section to reflect the sale of varying amounts of the total amount being offered. At a minimum, revise your disclosure to show the impact of 10%, 50%, and 100% of the shares being sold.

RESPONSE:   We have amended the Filing to reflect the impact that receiving a nominal amount of funds (10%) would have on the Prospectus Cover Page. We have augmented our disclosures throughout the Filing to reflect the sale of various percentages of the total amount of the shares being offered.

2.

Please insert on the prospectus cover page the disclosure requested in comment three from our letter dated June 25, 2010 about the limitations on resales by purchasers in the offering due to the shell company status of the company.

RESPONSE:  We have added the requested disclosure to the Prospectus Cover Page.

Prospectus Summary, page 6

3.

You disclose in the penultimate paragraph on page 6 that "the Company intends to begin operations in the coming months and believes it will be able to do so even if no funds are raised hereunder." Disclose the basis for the company's belief. Explain exactly what you mean by "begin operations." Disclose how, if you raise no funds from the offering, you will be able to pay for the costs of the offering, meet the costs of being a reporting company and begin operations. Provide quantified disclosure.

RESPONSE:  We amended the Filing to include augmented disclosures regarding the Company's plan of operations.

4.

As requested in comment five from our letter dated June 25, 2010, disclose in the prospectus summary whether Ms. Guidarelli, the company, any company promoters, or their affiliates intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reporting company.

RESPONSE:   We have added the requested disclosure to the Prospectus Summary.

Summary of the Offering, page 7

5.

Revise this section so that it is clear that the company may receive no or minimal proceeds from the offering.

RESPONSE:   We have added the requested disclosure to the Summary of the Offering.

Risk Factors, page 8

Shareholders who hold unregistered securities of our common stock are subject to resale restrictions pursuant to

Rule 144, due to our status as a "shell company," page 9

6.

Please revise this risk factor and your references to "unregistered" securities. The resale limitations of Rule 144(i) apply to unrestricted as well as restricted securities. Refer to Section II.F.6 of SEC Release No. 33-8869 (December 6, 2007), available on our website at http://www.scc.gov/rules/final/finalarchi

ve/finalarchive2007.shtml.

RESPONSE:  We have amended the risk factor to include the 144(i) resale limitations as the same relates to both unrestricted and restricted shares of the Company's common stock.

Key management personnel may leave the company...page II

7.

We reissue comment 14 from our letter dated June 25, 2010, Revise this risk factor disclosure and subheading to focus on the fact that you are dependent upon your sole officer and director, who lacks experience in your proposed business and devotes her time to her other businesses.

RESPONSE:  We have added the requested disclosures including new risk factors specifically dealing with our sole officer and director's inexperience, and involvement with other activities.

Use of Proceeds, page 13

8.

We reissue comment 15 from our letter dated June 25, 2010, Please revise to disclose how you determined the net proceeds from this offering will allow you to operate for the next 12 months. Clarify what your intended business activities will be the next 12 months.

RESPONSE:  We have included an expanded discussion of our intended use of proceeds and have added expanded disclosure of our intended business activities over the next 12 months, under the "Business" section.

Market for Common Equity and Related Shareholder Matters, page 17

No Public Market for our Common Stock, page 17

9.

Please revise your reference to your applying for trading of your common stock on the over-the-counter bulletin board. The over-the-counter bulletin board is not an issuer listing service, market or exchange, and there is no business relationship between the over-the-counter bulletin board and the issuer. Instead, explain how a company's stock becomes eligible and remain eligible for quotation by a market maker.

RESPONSE:  We have revised the Filing accordingly.

Management's Discussion and Analysis, page 20

10.

We reissue comment 17 from our letter dated June 25, 2010. In this section, please reference your auditor's substantial doubt of your ability to continue as a going concern.

RESPONSE:  We have amended the Filing accordingly.

_________________________________________________________________________

2

11.

We reissue comment 18 from our letter dated June 25, 2010. Please revise to provide a time line for achieving each step in your proposed business plan and the associated costs. For example, disclose your costs for obtaining a resellers license, leasing all building out a storefront or kiosk, buying the necessary start-up equipment, hiring employees, and generally starting operations. Discuss when you expect to complete each step. Explain how you intend to fund these costs, taking into account the various levels of proceeds from the offering, the offering costs, the costs of being a reporting company and your lack of an external credit facility.

RESPONSE:  We have amended the Filing accordingly.

12.

We reissue comment 19 from our letter dated June 25, 2010. You disclose that you have financed your operating and cash flow needs through debt financing from private investors. Please disclose the amount of funding you have received and the material terms of the loans. In this regard, we note your disclosure in Note 3 and Note 6 to the financial statements that you issued a note payable on April 29, 2010 for $9,928 and a note payable on May 10, 2010 for $20,000. Discuss how these notes impact your liquidity and how you intend to satisfy your obligations under the notes. File your material debt agreements as exhibits.

RESPONSE:  We have added the requested disclosure to the section “Liquidity and Capital Resources”.

Executive compensation, page 22

13.

Please confirm that the dollar value reported in the column "Stock Awards ($)(e)" represents the grant date aggregate fair value of the stock award computed in accordance with FASB ASC Topic 718 rather than the aggregate number of shares underlying the award. Refer to Regulation S-K Item 402(n)(v) and the Instructions to Item 402(n)(2)(vi) and (vi).

RESPONSE:  We have amended the Filing accordingly.

Financial Statements, page F-1

14.

It is unclear to us why you have removed the report of your independent registered public accounting firm. In this regard, we note at Exhibit 23 that the auditors have consented to the inclusion of such report in your filing. Please revise your filing to include an audit report and a currently dated consent.

RESPONSE:  We have amended the Filing accordingly.

Exhibits

15.

Please revise your reference to Exhibit 5.1 in the exhibit index so that it refers to the opinion of counsel and not to the consent of counsel.

RESPONSE:  We have amended the Filing accordingly.

Exhibit 5.1

16.

We note that counsel opines that "the outstanding Shares described in the Registration Statement, are legally issued, fully paid and non-assessable;" however, the company is offering newly issued shares pursuant to the registration statement. Please have counsel revise its opinion accordingly.

RESPONSE:  We have requested and received an updated opinion from counsel, which is attached to the Filing as Exhibit 5.1.

In connection with the Company’s responding to the comments set forth in the July 30, 2010 letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and,

_________________________________________________________________________

3

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter, and all related documents have be filed via the EDGAR system.

Thank you for your courtesies and please contact us at you convenience if you require any additional information.

Very truly yours,

/s/ Shelly Guidarelli

Shelly Guidarelli

_________________________________________________________________________

4

July 30, 2010
Via U.S. Mail

 Shelley Guidarelli
President and Chief Executive Officer
Norman Cay Development Inc. 4472 Winding Lane Stevensville, MI 49127
Re: Norman Cay Development Inc.
Amendment No. 1 to Form S-1 Filed July 20, 2010
  File No. 333-167284
 Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Cover Page

 1. We substantially reissue comment two from our letter dated June 25, 2010.  Because this
is a best efforts, no minimu m offering, please revise the pr ospectus cover page, Use of
Proceeds, Capitalization, and Management’s Di scussion and Analysis sections to reflect
the sale of varying amounts of the total amount being offered.  At a minimum, revise your disclosure to show the impact of 10% , 50%, and 100% of the shares being sold.
 2. Please insert on the prospectus cover page the disclosure requested in comment three
from our letter dated June 25, 2010 about the limitations on resales by purchasers in the
offering due to the shell company status of the company.

Shelley Guidarelli
Norman Cay Development Inc.
July 30, 2010 Page 2

Prospectus Summary, page 6

 3. You disclose in the penultimate paragraph on page 6 that “[t]he Company intends to begin operations in the coming months and believes it will be able to do so even if no
funds are raised hereunder.”  Disclose the ba sis for the company’s belief.  Explain exactly
what you mean by “begin operations.”  Disclose how, if you raise no funds from the offering, you will be able to pay for the costs of the offering, meet the costs of being a reporting company and begin operations .  Provide quantified disclosure.
 4. As requested in comment five from our letter dated June 25, 2010, disclose in the
prospectus summary whether Ms. Guidarelli, the company, any company promoters, or
their affiliates intend for the company, once it is  reporting, to be used as a vehicle for a
private company to become a reporting company.
 Summary of the Offering, page 7

 5. Revise this section so that it is clear that the company may receive no or minimal
proceeds from the offering.
 Risk Factors, page 8

 Shareholders who hold unregistered securities of our common stock are subject to resale
restrictions pursuant to Rule 144, due to our status as a “shell company,” page 9
 6. Please revise this risk factor and your references to “unregiste red” securities.  The resale
limitations of Rule 144(i) apply to unrestricted as well as restricted securities.  Refer to
Section II.F.6 of SEC Releas e No. 33-8869 (December 6, 2007), available on our website
at http://www.sec.gov/rules/final/f inalarchive/finalarchive2007.shtml
.
 Key management personnel may leave the company…, page 11

 7. We reissue comment 14 from our letter date d June 25, 2010.  Revise this risk factor
disclosure and subheading to focus on the fact that you are dependent upon your sole
officer and director, who lacks experience in your proposed business and devotes her
time to her other businesses.
 Use of Proceeds, page 13

 8. We reissue comment 15 from our letter date d June 25, 2010.  Please revise to disclose
how you determined the net proceeds from this  offering will allow you to operate for the
next 12 months.  Clarify what your intende d business activities will be the next 12
months.

Shelley Guidarelli
Norman Cay Development Inc.
July 30, 2010 Page 3

Market for Common Equity and Related Shareholder Matters, page 17

 No Public Market for Our Common Stock, page 17

 9. Please revise your reference to your applyi ng for trading of your common stock on the
over-the-counter bulletin board.  The over-the-counter bulletin  board is not an issuer
listing service, market or exchange, and th ere is no business relationship between the
over-the-counter bulletin board and the issuer.  Instead, ex plain how a company’s stock
becomes eligible and remains eligib le for quotation by a market maker.
 Management’s Discussion and Analysis, page 20

 10. We reissue comment 17 from our letter da ted June 25, 2010.  In this section, please
reference your auditor’s substa ntial doubt of your ability to continue as a going concern.
 11. We reissue comment 18 from our letter date d June 25, 2010.  Please revise to provide a
time line for achieving each step in your proposed  business plan and the associated costs.
For example, disclose your costs for obtaining a reseller license, l easing and building out
a storefront or kiosk, buying the necessary  start-up equipment, hiring employees, and
generally starting operations.  Discuss when you expect to complete each step.  Explain
how you intend to fund these costs, taking into  account the various levels of proceeds
from the offering, the offering costs, the co sts of being a reporting company and your
lack of an external credit facility.
 12. We reissue comment 19 from our letter date d June 25, 2010.  You disclose that you have
financed your operating and cash flow n eeds through debt financing from private
investors.  Please disclose the amount of funding you have received and the material
terms of the loans.  In this regard, we note your disclosure in Note 3 and Note 6 to the
financial statements that you issued a note payable on April 29, 2010 for $9,928 and a
note payable on May 10, 2010 for $20,000.  Disc uss how these notes impact your
liquidity and how you intend to satisfy your obligations under the notes.  File your
material debt agreements as exhibits.
 Executive compensation, page 22

 13. Please confirm that the dollar value reporte d in the column “Stock Awards ($)(e)”
represents the grant date aggregate fair va lue of the stock award computed in accordance
with FASB ASC Topic 718 rath er than the aggregate number of shares underlying the
award.  Refer to Regulation S-K Item 402(n)(v) and the Instructions to Item 402(n)(2)(vi)
and (vi).

Shelley Guidarelli
Norman Cay Development Inc. July 30, 2010 Page 4

 Financial Statements, page F-1

14. It is unclear to us why you have removed the report of your independent registered public accounting firm.  In this regard, we note at Ex hibit 23 that the auditors have consented to
the inclusion of such report in your filing.  Pl ease revise your filing to include an audit
report and a currently  dated consent.
 Exhibits

 15. Please revise your reference to Exhibit 5.1 in the exhibit index so th at it refers to the
opinion of counsel and not to the consent of counsel.
 Exhibit 5.1

 16. We note that counsel opines that “the outst anding Shares described in the Registration
Statement, are legally issued, fully paid and non-assessable;” however, the company is offering newly issued shares pursuant to the registration statement.  Please have counsel
revise its opinion accordingly.

You may contact Melissa Ha uber, Staff Accountant, at 202-551-3368 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at 202-551-3310 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,

Larry Spirgel Assistant Director
cc: Via facsimile to 619-330-1888

 Wade D. Huettel, Esq.  Carrillo Huettel, LLP

CORRESP
1
filename1.htm

SEC Response Letter

Norman Cay Developments Inc.

4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002

July 15, 2010

Ajay Koduri

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington DC 20549

Re:

Norman Cay Development Inc.

File No. 333-167284

SEC Comment letter dated June 25, 2010

Dear Mr. Koduri:

Norman Cay Development Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of June 25, 2010, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on June 3, 2010.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The Following numbered responses correspond to those numbered comments as set forth in the comment letter dated June 25, 2010.

Prospectus Cover Page

1.

Clearly highlight throughout the prospectus that, since there is no minimum amount of shares that must be sold by the company, you may receive no proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that:

·

Has not received enough proceeds from the offering to begin operations; and

·

Has no market for its shares.

RESPONSE: We have revised the Filing accordingly.

2.

Because this is a best efforts, no minimum offering, please revise the prospectus cover page, Use of Proceeds, Capitalization, Dilution and Management's Discussion and Analysis sections to reflect the sale of varying amounts of the total amount being offered. At a minimum, revise your disclosure to show the impact of 10%, 50%, and 100% of the shares being sold.

RESPONSE: We have revised the filing to reflect the dilutive effect of only selling 33%, 50% and 100% of the shares being sold under this offering.

3.

Please prominently disclose that the company is a shell company. Accordingly, the securities sold in this offering can only be resold through registration under the Securities Act of 1933, Section 4(1), if available, for non-affiliates, or by meeting the conditions of Rule 144(i). Also, revise your disclosure throughout your prospectus, including in your risk factors, to account for the implications of being designated a shell company.

RESPONSE: We have revised the Filing to reflect our current status as a shell company and we have added language throughout the filing discussing the risks and additional burdens association therewith.

Prospectus Summary, page 6

4.

Disclose why the company is conducting an offering and becoming a reporting company in light of the following:

·

The company was only recently incorporated and has no business operations;

·

The company's sole officer and director has no experience in the company's proposed business operations and devotes her time to other businesses; and

·

The offering is for minimal funds that likely will be insufficient to begin business operations, pay for the costs of the offering, and meet the costs of being a reporting company.

RESPONSE: We have added the requested disclosure to the Prospectus Summary and Business section of the Filing.

5.

Disclose whether Ms. Guidarelli, the company, any company promoters, or their affiliates intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reporting company.

RESPONSE: Neither the Company, Ms. Guiardelli nor any other affiliated or unaffiliated party has any plans to use the Company as a vehicle for a private company once the Company becomes reporting. The Company is in the process of identifying and seeking out various entry points into the wireless reseller industry and continues to seek out such opportunities in an effort to create a viable entity.

The Company Overview, page 6

6.

We note your intention to become an authorized reseller of wireless telephones and service plans and to operate through storefront and kiosk locations. Please revise the prospectus in the appropriate places to clarify that, currently, you are not an authorized reseller of wireless telephones and service plans or an operator of any storefront or kiosk locations.

RESPONSE:

We have revised the Filing accordingly.

7.

In addition to hiring the qualified persons referenced in the last paragraph on page 6, please revise in the appropriate places to explain the concrete business steps you intend to take to procure licenses from wireless wholesalers.

RESPONSE:

We have revised the Filing accordingly.

8.

We note Ms. Guidarelli is the Vice President of Account Management for CPGjobs which appears to be based in Pasadena, CA, as well as the operator of her own business, Guidarelli Staffing Solutions, LLC (at www.guidarelli.com), which appears to be based in Michigan. Further, it appears your operations are based in Stevensville, ML. Since your business plan includes opening stores and kiosks to sell wireless phones and service plans, please revise to disclose where you intend to open these locations.

RESPONSE:

CPGjobs is headquartered in California but operates through remote locations all over the country. Mr. Guidarelli's involvement is limited to Michigan. However, we have amended the Filing to include that our initial operations will likely be in Michigan.

9.

We note you intend to acquire multiple reseller licenses and be a retailer of multiple wireless telephones and service plans. Please revise in the appropriate places to explain the operational differences between being a reseller of multiple wireless telephones and services rather than one wireless service provider and the challenges associated with being a reseller of competing brands rather than one brand.

RESPONSE:

We have considered your comment any we believe that there is no additional challenge associated with offering multiple competing brands, our business model, as disclosed throughout, will be to capitalize on our ability to allow customers to have a one-stop-shop for their cellular needs. We believe that offering multiple carriers under one roof will give us added flexibility to attract and retain clients.

10.

Please revise in the appropriate places to explain in more detail and adequately support the following assertions:

·

What are the specific wireless solutions that will attract new customers more quickly than your competitors (pages 6 and 14);

2

·

How you will sustain lower operating costs than your competitors (pages 6 and 15), including substantially lower costs than most of your competitors (page 15);

·

How you will use your capital more effectively in your business to offer a wide range of styles and service plans (discussing these specifics of these styles and plans) (pages 6 and 15);

·

How you will be able to achieve a significantly lower cost per gross customer addition (page 14); and,

·

How you plan to offer a differentiated services (page 15).

In this regard, it is unclear upon what bases you can make these assertions when you are in the development stage and your sole officer and director has no experience in the wireless business.

RESPONSE: As stated, we are in the process of establishing our reseller's licenses and until such time as we have those licenses in place we cannot speak with any specificity as to the specific type of plans and wireless solutions we may be able to offer in the future. We have amended the Filing to more accurately reflect that our growth strategy is simply that a strategy and that until such time as we have begun substantive operations we will not be able to adequately asses what portions of our strategy will be appropriate.

11.

Please revise in the appropriate places to outline your plan to retain qualified persons or consultants to perform the marketing and resale of your products or state that you have no current concrete plans to hire such persons or consultants.

RESPONSE: We have revised the Filing to state, unequivocally, that our intention is to hire and retain qualified personnel, but that the Company has no immediate plans or persons in mind.

Risk Factors. page 8

12.

We refer you to Item 503(e) of Regulation S-K. Please revise to include risk factors regarding your:

·

Lack of an operating history,

·

Lack of an external credit facility,

·

Dependence on attaining wireless reseller licenses,

·

Dependence on attaining reasonable leases for your stores and kiosks,

·

Dependence on hiring an individual to develop and execute a viable marketing and resale program,

·

Dependence on debt financing from private investors (as mentioned at the bottom of page 15) to fund your operations,

·

Financial position, and

·

The auditor's substantial doubt of your ability to continue as a going concern.

RESPONSE:

We have revised the Filing accordingly.

Risks Related to Our Business, page 8

13.

Please revise this subheading and the immediately following risk factor subheading to refer to your proposed business.

RESPONSE:

We have revised the Filing accordingly.

Key management personnel may leave the Company, page 9

14.

Revise this risk factor disclosure and subheading to focus on the fact that you are dependent upon your sole officer and director, who lacks experience in your proposed   business and devotes her time to her other businesses.

RESPONSE:

We have revised the Filing accordingly.

3

Use of Proceeds, page 12

15.

Please revise to disclose how you determined the net proceeds from this offering will allow you to operate for the next 12 months. Clarify what your intended business activities will be the next 12 months.

RESPONSE:

We have revised the Filing accordingly.

Description of Our Business, page 14

16.

Please refer to Item 101 (h)(iv) and provide a robust discussion of the competition in your proposed business.

RESPONSE:

We have revised the Filing accordingly.

Management's Discussion and Analysis, page 15

17.

In this section, please reference your auditor's substantial doubt of your ability to continue as a going concern.

RESPONSE:

We have revised the Filing accordingly.

18.

Please revise to provide a time line for achieving each step in your proposed business plan and the associated costs. For example, disclose your costs for obtaining a reseller license, leasing and building out a storefront or kiosk, buying the necessary start-up equipment, hiring employees, and generally starting operations. Discuss when you expect to complete each step. Explain how you intend to fund these costs, taking into account the various levels of proceeds from the offering, the offering costs, the costs of being a reporting company and your lack of an external credit facility.

RESPONSE:

We have revised the Filing accordingly.

19.

You disclose that you have financed your operating and cash flow needs through debt financing from private investors. Please disclose the amount of funding you have received and the material terms of the loans. In this regard, we note your disclosure in Note 3 and Note 6 to the financial statements that you issued a note payable on April 29, 2010 for $9,928 and a note payable on May 10, 2010 for $20,000. Discuss how these notes impact your liquidity and how you intend to satisfy your obligations under the notes. File your material debt agreements as exhibits.

RESPONSE:

We have revised the Filing accordingly.

Directors, Executive Officers, Promoters and Control Persons, page 17

20.

Please disclose how long Ms. Guidarelli has been employed by CPGjobs. Further, please refer to Item 401 (e) and discuss the specific experiences, qualifications, or skills that Ms. Guidarelli possesses that support your conclusion that she should serve as director of the company.

RESPONSE:

We have revised the Filing to include the length of time Ms. Guidarelli has been with CPGjobs. However, we do not believe that any justification as to why Ms. Guidarelli should serve as our director is called for under item 401(e). Ms. Gulardelli is our founder and her efforts alone will be the driving force behind the success or failure of the Company which we believe makes her singularly qualified to serve as our director.

21.

Please revise to make clear that you have one officer and director who is the same person.

RESPONSE:

We have revised the Filing accordingly.

4

Summary Compensation Table, page 18

22.

Please identify the period covered by the executive compensation tables. In addition, please revise the "Stock Awards" column of the summary compensation table to disclose   the grant date aggregate fair value of the stock award computed in accordance with F ASB ASC Topic 718 rather than the aggregate number of shares underlying the award. Refer to Regulation S·K Item 402(n)(v) and the Instructions to Item 402(n)(2)(vi) and (vi).

RESPONSE:

We have revised the Filing accordingly.

23.

Please disclose that, effective as of May 1, 2010, Ms. Guidarelli will earn a monthly fee of $2,500.00 per month. We refer you to Section 3 of the Management Agreement filed as Exhibit 10.1.

RESPONSE:

We have revised the Filing accordingly.

In connection with the Company’s responding to the comments set forth in the June 25, 2010, letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and,

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A copy of this letter, and all related documents have be filed via the EDGAR system.

Thank you for your courtesies and please contact us at you convenience if you require any additional information.

Very truly yours,

/s/ Shelly Guidarelli

Shelly Guidarelli

5

June 25, 2010

Via U.S. Mail

Shelley Guidarelli
President and Chief Executive Officer
Norman Cay Development Inc.
4472 Winding Lane
Stevensville, MI 49127

Re: Norman Cay Development Inc.
Registration Statement on Form S-1
Filed June 3, 2010
  File No. 333-167284

Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Cover Page

1. Clearly highlight throughout th e prospectus that, since th ere is no minimum amount of
shares that must be sold by the company, you may receive no proceeds or very minimal
proceeds from the offering and potential investors may end up holding shares in a
company that:

• Has not received enough proceeds from th e offering to begin operations; and
• Has no market for its shares.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 2

2. Because this is a best efforts, no minimum offering, please revise the prospectus cover
page, Use of Proceeds, Capitalization, Dilution and Management’s Discussion and
Analysis sections to reflect the sale of va rying amounts of the total amount being offered.
At a minimum, revise your disclosure to show the impact of 10% , 50%, and 100% of the
shares being sold.

3. Please prominently disclose that the comp any is a shell company. Accordingly, the
securities sold in this offe ring can only be resold through registration under the Securities
Act of 1933, Section 4(1), if available, for non- affiliates, or by meeting the conditions of
Rule 144(i). Also, revise your  disclosure throughout your prospectus, including in your
risk factors, to account for the implicati ons of being designated a shell company.

Prospectus Summary, page 6

4. Disclose why the company is conducting an offering and becoming a reporting company in light of the following:

• The company was only recently incorporated and has no business operations;
• The company’s sole officer and direct or has no experience in the company’s
proposed business operations and devotes her time to other businesses; and
• The offering is for minimal funds that like ly will be insufficient to begin business
operations, pay for the costs of the o ffering, and meet the costs of being a
reporting company.

5. Disclose whether Ms. Guidarelli, the company, any company promoters, or their affiliates
intend for the company, once it is reporting, to be  used as a vehicle for a private company
to become a reporting company.

The Company Overview, page 6

6. We note your intention to become an author ized reseller of wireless telephones and
service plans and to operate through storefront and kiosk lo cations.  Please revise the
prospectus in the appropriate places to clar ify that, currently, you are not an authorized
reseller of wireless telephones and service plans or an operato r of any storefront or kiosk
locations.

7. In addition to hiring the qualified persons re ferenced in the last paragraph on page 6,
please revise in the appropriate places to explain the concrete business steps you intend to take to procure licenses from wireless wholesalers.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 3

8. We note Ms. Guidarelli is the Vice Presid ent of Account Management for CPGjobs
which appears to be based in Pasadena, CA, as well as the operator of her own business,
Guidarelli Staffing Solutions, LLC (at www.guida relli.com), which appears to be based
in Michigan.  Further, it appears your operations are based in Stevensville, MI.  Since your business plan includes opening stores and kiosks to sell wirele ss phones and service
plans, please revise to disclose wher e you intend to open these locations.

9. We note you intend to acquire multiple reseller  licenses and be a retailer of multiple
wireless telephones and service plans.  Please revise in the appropria te places to explain
the operational differences between being a reseller of multiple wireless telephones and
services rather than one wireless service pr ovider and the challenges associated with
being a reseller of competing br ands rather than one brand.

10. Please revise in the appropriate places to ex plain in more detail and adequately support
the following assertions:

• What are the specific wireless solutions that will attract new customers more
quickly than your competitors (pages 6 and 14);
• How you will sustain lower operating costs than your competitors (pages 6 and
15), including substantially lower costs th an most of your competitors (page 15);
• How you will use your capital more effectively in your business to offer a wide range of styles and service plans (discussing these specifics of these styles and plans) (pages 6 and 15);
• How you will be able to achieve a signifi cantly lower cost per gross customer
addition (page 14); and
• How you plan to offer a differentiated services (page 15).

In this regard, it is unclear upon what bases you can make these assertions when you are in the development stage and your sole offi cer and director has no experience in the
wireless business.

11. Please revise in the appropriate places to outlin e your plan to retain qualified persons or
consultants to perform the marketing and resa le of your products or state that you have no
current concrete plans to hire su ch persons or consultants.

Risk Factors, page 8

12. We refer you to Item 503(c) of Regulation S-K.  Please revise to include risk factors
regarding your:

• Lack of an operating history,
• Lack of an external credit facility,
• Dependence on attaining wireless reseller licenses,
• Dependence on attaining reasonable leases for your stores and kiosks,

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 4

• Dependence on hiring an indi vidual to develop and execute a viable marketing
and resale program,
• Dependence on debt financing from private investors (as mentioned at the bottom
of page 15) to fund your operations,
• Financial position, and
• The auditor’s substantial doubt of your abi lity to continue as a going concern.

Risks Related To Our Business, page 8

13. Please revise this subheading and the immediately following risk factor subheading to refer to your
proposed  business.

Key management personnel may leave the Company, …, page 9

14. Revise this risk factor disclosure and subheading to focus on the fact that you are
dependent upon your sole officer  and director, who lacks experience in your proposed
business and devotes her time to her other businesses.

Use of Proceeds, page 12

15. Please revise to disclose how you determined the net proceeds from this offering will allow you to operate for the next 12 mont hs.  Clarify what your intended business
activities will be the next 12 months.

Description of Our Business, page 14

16. Please refer to Item 101(h)(iv) and provide a r obust discussion of th e competition in your
proposed business.

Management’s Discussion and Analysis, page 15

17. In this section, please refere nce your auditor’s su bstantial doubt of your ability to
continue as a going concern.

18. Please revise to provide a time line for achieving each step in your proposed business plan and the associated costs.  For exampl e, disclose your costs for obtaining a reseller
license, leasing and building out a storefront or kiosk, buying the necessary start-up
equipment, hiring employees, and generally  starting operations.  Discuss when you
expect to complete each step.  Explain how you intend to fund these costs, taking into
account the various levels of pr oceeds from the offering, the offering costs, the costs of
being a reporting company and your lack  of an external credit facility.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 5

19. You disclose that you have financed your operating and cash flow needs through debt
financing from private investors.  Pleas e disclose the amount of funding you have
received and the material terms of the loans.  In this regard, we note your disclosure in
Note 3 and Note 6 to the financial statemen ts that you issued a note payable on April 29,
2010 for $9,928 and a note payable on May 10, 2010 for $20,000.  Discuss how these notes impact your liquidity and how you in tend to satisfy your obligations under the
notes.  File your material de bt agreements as exhibits.

Directors, Executive Officers, Promoters and Control Persons, page 17

20. Please disclose how long Ms. Guidarelli has be en employed by CPGjobs.  Further, please
refer to Item 401(e) and discu ss the specific experiences, quali fications, or skills that Ms.
Guidarelli possesses that support you r conclusion that she should  serve as director of the
company.

21. Please revise to make clear that you have one officer and director who is the same person.

Summary Compensation Table, page 18

22. Please identify the period covered by the ex ecutive compensation tables.  In addition,
please revise the “Stock Awards” column of the summary compensation table to disclose
the grant date aggregate fair value of the st ock award computed in accordance with FASB
ASC Topic 718 rather than the aggregate numbe r of shares underlying the award.  Refer
to Regulation S-K Item 402(n)(v ) and the Instructions to Item 402(n)(2)(v i) and (vi).

23. Please disclose that, effective as of May 1, 2010, Ms. Guidarelli will earn a monthly fee
of $2,500.00 per month.  We refer you to Secti on 3 of the Management Agreement filed
as Exhibit 10.1

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• Should the Commission or the st aff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 6

• The action of the Commission or  the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• The company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Ajay Koduri, Staff Attorney, at 202-551-3310 or Kathleen Krebs, Special
Counsel, at 202-551-3350 with any questions.

Sincerely,

Larry Spirgel
Assistant Director

cc: Via facsimile to 619-330-1888
 Wade D. Huettel, Esq.
 Carrillo Huettel, LLP