SecProbe.io

CORRESP
 1
 filename1.htm

 November 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Tyler Howes

 Re:
 Silo Pharma, Inc.

 Form S-1 Registration Statement

 File No. 333-291129

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Daylight Time, on Wednesday, November 26, 2025, or as soon thereafter as possible.

 Please notify Greg Carney
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

 SILO PHARMA, INC.

 By:
 /s/ Eric Weisblum

 Name:
 Eric Weisblum

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 May 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jessica Dickerson

 Re:
 Silo Pharma, Inc.

 Form S-1 Registration Statement

 File No. 333-286777

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 12:00 p.m., Eastern Daylight Time, on Wednesday, May 14, 2025, or as soon thereafter as possible.

 Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

 SILO PHARMA, INC.

 By:
 /s/ Eric Weisblum

 Name:
 Eric Weisblum

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 April 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Jessica Dickerson

 Re:
 Silo Pharma, Inc.

 Form S-1 Registration Statement

 Filed April 25, 2025
 File No. 333-286777

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on April 28, 2025, in which we requested for acceleration of the effective date of the above-referenced
registration statement to 12:00 p.m., Eastern Time, on Wednesday, April 30, 2025, or as soon thereafter as practicable. At this time,
we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our request for acceleration
of the effective date thereof.

 Very Truly Yours,

 SILO PHARMA, INC.

 By:
 /s/ Eric Weisblum

 Name:
 Eric Weisblum

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 April 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jessica Dickerson

 Re:
 Silo Pharma, Inc.

 Form S-1 Registration Statement

 Filed April 25, 2025

 File No. 333-286777

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Silo Pharma, Inc. (the "Company") respectfully requests that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 12:00 p.m., Eastern Daylight Time, on
Wednesday, April 30, 2025, or as soon thereafter as possible.

 Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

 SILO PHARMA, INC.

 By:
 /s/ Eric Weisblum

 Name:
 Eric Weisblum

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
677 N. Washington Boulevard
Sarasota, FL 34236

 Re: Silo Pharma, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0001514183
Dear Eric Weisblum:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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 Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Richard Friedman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Silo Pharma, Inc.

677 N. Washington Boulevard

Sarasota, FL 34236

August 29, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

 Re: Silo Pharma, Inc.

Registration Statement on Form S-1

    File No. 333-281692

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Silo Pharma, Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so
that it will become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday, September 3, 2024, or as soon thereafter as possible.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

Please notify Greg Carney
of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the registration
statement has been declared effective pursuant to this acceleration request.

    Very truly yours,

    SILO PHARMA, INC.

    By:
    /s/ Eric Weisblum

    Name:
    Eric Weisblum

    Title:
    Chief Executive Officer

 cc: Greg Carney, Sheppard Mullin Richter & Hampton LLP

August 28, 2024
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
677 N. Washington Boulevard
Sarasota, Florida 34236
Re:Silo Pharma, Inc.
Registration Statement on Form S-1
Filed August 21, 2024
File No. 333-281692
Dear Eric Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard Friedman, Esq.

CORRESP
1
filename1.htm

Silo Pharma, Inc.

677 N. Washington
Boulevard

Sarasota, FL 34236

July 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick Fullem

 Re: Silo Pharma, Inc.
 Registration Statement on Form S-1

                                                                          File No. 333- 280855

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Silo Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Tuesday, July 30, 2024, or as soon thereafter as possible.  In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please notify Greg Carney of Sheppard
Mullin Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the registration statement
has been declared effective pursuant to this acceleration request.

    Very truly yours,

    SILO PHARMA, INC.

    By:
    /s/ Eric Weisblum

    Name:
    Eric Weisblum

    Title:
    Chief Executive Officer

cc: Greg Carney, Sheppard Mullin Richter & Hampton LLP

July 22, 2024
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
677 N. Washington Boulevard
Sarasota, FL 34236
Re:Silo Pharma, Inc.
Registration Statement on Form S-1
Filed July 17, 2024
File No. 333-280855
Dear Eric Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Richard Friedman, Esq.

CORRESP
1
filename1.htm

Silo Pharma,
Inc.

677 N. Washington Blvd.

Sarasota, Florida 34236

January 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Bradley Ecker

    Re:
    Silo Pharma, Inc.

    Registration Statement on Form S-3

    File No. 333- 276658

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Tuesday January 30, 2024, or as soon thereafter as possible.

Please notify Greg Carney
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    SILO PHARMA, INC.

    By:
    /s/ Eric Weisblum

    Name:
    Eric Weisblum

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
January 25, 2024
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
677 N. Washington Blvd.
Sarasota, Florida 34236
Re:Silo Pharma, Inc.
Registration Statement on Form S-3
Filed on January 23, 2024
File No. 333-276658
Dear Eric Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

SILO
PHARMA, INC.

560 Sylvan Ave, Suite
3160

Englewood Cliffs NJ 07632

September 22, 2022

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Greg Herbers

  Re:
  Silo Pharma, Inc.

  Registration Statement on Form S-1 (File No. 333-261532)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Silo Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Monday September 26, 2022, or as soon thereafter as practicable.

Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the
Registration Statement has been declared effective pursuant to this acceleration request.

Thank you,

SILO PHARMA, INC.

By: /s/ Eric Weisblum

Name:
Eric Weisblum

Title: Chief Executive Officer

CORRESP
1
filename1.htm

September 22, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Silo Pharma, Inc. (0001514183)

    Registration Statement No. 333- 261532 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Laidlaw
& Company (UK) Ltd., hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 5:00 p.m. Eastern Time, September 26, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
     LAIDLAW & COMPANY (UK) LTD.

    By:
    /s/Hugh Regan

    Name:
     Hugh Regan

    Title:
    Executive Director

United States securities and exchange commission logo
December 15, 2021
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
560 Sylvan Avenue, Suite 3160
Englewood Cliffs, NJ 07632
Re:Silo Pharma, Inc.
Registration Statement on Form S-1
Filed December 7, 2021
File No. 333-261532
Dear Mr. Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Friedman

CORRESP
1
filename1.htm

SILO PHARMA, INC.

560 Sylvan Avenue, Suite 3160

Englewood Cliffs, NJ 07632

    April 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sisi Cheng

    Re:
    Silo Pharma, Inc.

    Registration Statement on Form S-1

    Filed April 7, 2021

    File No. 333-253170

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Silo Pharma, Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00
p.m., Eastern Standard Time, on Monday April 12, 2021, or as soon thereafter as possible.

Please notify Nazia Khan of Sheppard,
Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 653-8179 as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request.

    SILO PHARMA, INC.

    By:
    /s/ Eric Weisblum

    Name:
     Eric Weisblum

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
February 19, 2021
Eric Weisblum
Chief Executive Officer
Silo Pharma, Inc.
560 Sylvan Avenue, Suite 3160
Englewood Cliffs, NJ 07632
Re:Silo Pharma, Inc.
Registration Statement on Form S-1
Filed February 16, 2021
File No. 333-253170
Dear Mr. Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 SiSi Cheng at 202-551-5004 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Friedman, Esq.

CORRESP
1
filename1.htm

Uppercut Brands, Inc.

560 Sylvan Avenue, Suite 360

Englewood Cliffs, NJ 07632

June 2, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Timmons Pierce

    Re:
    Uppercut Brands, Inc.

    Registration Statement on Form S-1

    File No. 333-238626

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Uppercut Brands, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, June 4, 2020, or as soon thereafter as possible.

Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time
the Registration Statement has been declared effective pursuant to this acceleration request.

    UPPERCUT BRANDS, INC.

    By:
    /s/ Eric Weisblum

    Name:
    Eric Weisblum

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
May 29, 2020
Eric Weisblum
Chief Executive Officer
Uppercut Brands, Inc.
560 Sylvan Avenue, Suite 3160
Englewood Cliffs, NJ 07632
Re:Uppercut Brands, Inc.
Registration Statement on Form S-1
Filed May 22, 2020
File No. 333-238626
Dear Mr. Weisblum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Sergio Chinos, Staff Attorney, at 202-551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Friedman

CORRESP
1
filename1.htm

Point
Capital. Inc.

September
18, 2015

BY
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Cristina Fettig

    Re:
    Point Capital,
    Inc.

    File No. 814-01038

Dear
Ms. Fettig:

The
following sets forth the responses of Point Capital, Inc. (the "Company") to the questions raised by the Securities
and Exchange Commission (the "Commission") on a conference call held August 26, 2015 among Cristina Fettig, Adam Wasserman,
chief financial officer of the Company, and David Lubin, general counsel to the Company.

 1. Section
                                         23(a) of the Investment Company Act of 1940 (the "Investment Act") prohibits
                                         a closed-end fund from issuing securities for services or property other than for cash
                                         or securities. The 6,126,240 shares which were issued in March 2014 were issued to Network
                                         1 Financial Services as part of the offering costs; such shares were issued as part of
                                         the securities issued by the Company to Network 1. The offering through Network 1 was
                                         done prior to the Company electing to be treated as a business development company (the
                                         N-54A was filed by the Company on October 4, 2013; the Form D filed by the Company in
                                         September 10, 2013 regarding the offering). The 500,000 shares issued to a consultant
                                         in July 2014 were issued for introductions said individual made on behalf of the Company.
                                         There were no services provided, only introductions and contact information to investment
                                         bankers and other potential capital sources. We could have paid said consultant entirely
                                         in cash, but since he expressed an interest in acquiring equity in the Company we compensated
                                         him partially in cash and partially by issuing him shares. The offering price was based
                                         on an above marked price as well as an increase from the prior offering price.

 2. The
                                         Company disclosed that it paid offering costs of approximately $1.2 million in an offering
                                         which generated approximately $2.2 million. The Company determined that the offering
                                         costs were reasonable as Network 1 was the only investment banker willing to raise funds
                                         for the Company; after negotiating the terms of the offering, including their compensation,
                                         the Company determined it was reasonable to pay such offering expenses as compared to
                                         not having any funds to operate. Although the shareholders of the Company did not approve
                                         these offering expenses, the expenses of the offering were provided in the private placement
                                         documentation received by all the investors. As stated above, the offering commenced
                                         prior to the Company electing to become a BDC.

 Point Capital, Inc.

285
Grand Avenue, 5 Patriot Center, Fl. 2 Englewood, NJ 07631 O: (201)408-5126 F: (201)408.5125

 3. Item
                                         9-A of the Form 10-K indicates that the Company has material weakness as a result of
                                         inadequate segregation of duties and ineffective controls. The Company has begun to rectify
                                         this situation by appointing two independent members to the Board who will also be on
                                         the audit committee. Moreover, the Company recently appointed Adam Wasserman as the Company's
                                         Chief Financial Officer. Since 1999, Mr. Wasserman has been Chief Executive Officer for
                                         CFO Oncall, Inc., which provides chief financial officer services to various public companies.
                                         Currently, Mr. Wasserman also serves as the chief financial officer of Cleantech Solutions
                                         International, Inc. a position he has held since December 2012, Pen, Inc. a position
                                         he has held since September 24, 2014 and LegacyXChange, Inc., a position he has held
                                         since November 2014. In addition to Mr. Wasserman's time, CFO Oncall has full-time dedicated
                                         professional associates who assist Mr. Wasserman with our financial matters and controls
                                         and procedures. Mr. Wasserman is currently setting up procedures to segregate cash functions,
                                         approval functions, and other controls and procedures to ensure that the initiation of
                                         transactions, the custody of assets and the recording of transactions will be performed
                                         by separate individuals

 4. Prior
                                         to the execution of a custody agreement with U.S. Bank National Association in August
                                         2014, the securities held in the name of the Company were held in deposit in the custody
                                         of the Company in a locked safe. Although the former Chief Financial Officer of the Company
                                         was the sole custodian of the securities during this time, the Company acknowledges that
                                         this procedure was not in compliance with the rules and regulations of the Investment
                                         Act.

 5. Section
                                         56(a) of the Investment Act requires that at least a majority of the Board of Directors
                                         be composed of independent directors. Upon the appointment of Messrs. Stone and Schiller
                                         on July 30, 2014, the Company had a Board which consisted of a majority of independent
                                         directors. Moreover, upon the appointment of said two individuals and the resignation
                                         of Mr. Brand from the audit committee, the Company had an audit committee which consisted
                                         solely of independent directors.

 6. Section
                                         (a)(2)(C) of the Investment Act requires that the holders of the senior securities have
                                         the right to elect at least two directors. Section 4(b) of the Certificate of Designation
                                         of the Series A Convertible Preferred Stock (the "Preferred") provides that
                                         if at any time the holders of the Preferred are otherwise entitled under the Investment
                                         Act to elect a majority of the Board, the number of directors shall be automatically
                                         increased and the holders of the Preferred shall be entitled to elect additional directors,
                                         together with the two directors that the holders are entitled to elect. Therefore, the
                                         Preferred provides that not only do the holders of the Preferred have the right to two
                                         directors, but if the number of directors are increased the holder of the Preferred has
                                         the right to elect a majority of the Board. Although the holder of the Preferred has
                                         not elected to exercise their right to elect at least two directors, the holder of the
                                         Preferred has such right.

Section
(a)(2)(E) of the Investment Act requires that the class of stock shall have complete priority over any other class as to distribution
of assets and payments of dividends. Section 5 of the Certificate of Designation of the Preferred provides that the holders of
the Preferred shall be entitled to a priority before any distribution or payment to the holders of junior securities. Although
Section 3(a) of the Certificate of Designation provides that the holders of the Preferred are entitled to dividends on an as-converted
basis, the Company has no intention to pay dividends and with the consent of the holder of the Preferred said section can be amended.

      2

Section
61(a)(3)(B) of the Investment Act provides that a business development company can issue stock options to officers and directors
under certain specified circumstances. Although the Company issued the options as disclosed in the Company's Form 10-Q for the
quarter ended June 30, 2015, the Company obtained the approval of the shareholders for the executive compensation at the annual
meeting of its shareholders held on May 20, 2015. As disclosed in the Current Report on Form 8-K filed by the Company on May 29,
2015, 27,887,025 of the 28,068,692 of the votes adopted the non-binding proposal and received the approval of its shareholders
for the issuance thereof.

 8. As
                                         indicated on the schedule of investments filed with the Form 10-K, the Company does not
                                         possess any non-qualifying assets.

 9. On
                                         the consolidated statement of operations filed with the Form 10-K, all individual expenses
                                         in excess of 5% of total expenses are disclosed separately pursuant to Regulation S-X
                                         Article 607 (2)(b).

 10. The
                                         statement of assets and liabilities consists of cash and cash equivalents which includes
                                         cash deposits and a money market account held at our bank and brokerage firms in accordance
                                         with Article 604 (12)(b) of Reg. S-X.

 11. There
                                         are currently no open payables to directors or trustees of the Company.

 12. The
                                         taxes indicated in the cash flow statement related to minimum state taxes paid to the
                                         State of New Jersey.

13.	  In
accordance with audit guide of investment companies Chapter 7, Section 75, we believe the carrying amount reported in the consolidated
balance sheets for Redeemable Series A, Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 1,000,000
shares designated; 4,000 and none issued and outstanding ($100 per share redemption value) approximate the fair market value of
$400,000 based on the short-term maturity of these instruments, which also equals the redemption value reflected on the consolidated
balance sheets. We will disclose such information in future filings in our notes to consolidated financial statements.

 14. Attached
                                         to this letter please find a copy of the Board resolution authorizing the amount and
                                         the form of the bond as disclosed in the Form 40-17G filed with the Commission on January
                                         26, 2014.

      3

The Company
hereby acknowledges that:

1.	        Should
the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, have
no further questions or comments, it does not foreclose the Commission from taking any action with respect to the filing of the
reports filed by the Company with the Commission.

2.        	The
action of the Commission or the staff, acting pursuant to delegated authority, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in their filings.

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

The
Company respectfully submits via EDGAR the foregoing responses to the Commission. Please address any further questions or comments
to the undersigned at the above-referenced telephone and fax numbers. Thank you very much.

    Very truly yours,

    /s/
    Richard Brand

    Richard
    Brand

    Chief
    Executive Officer

    cc:
    Adam Wasserman

    David Lubin

4

CORRESP
1
filename1.htm

    accelletter_goldswap.htm

Gold Swap Inc.

72 Pond Road

Woodbury, New York 11797

 July 18, 2011

 BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  H. Christopher Owings, Assistant Director

Re: Gold Swap Inc.

Registration Statement on Form S-1

Filed on March 30, 2011, as amended May 11, 2011, June 7,2011 and June 28, 2011

File Number 333-173163

Dear Mr. Owings:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), Gold Swap Inc. (the “Company”) hereby requests that the Registration Statement described above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 pm on Wednesday, July 20, 2011, or as soon as practicable thereafter.  In connection with such request, the undersigned, being all of the officers and directors of the Company, hereby acknowledge the following:

1.           Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2.           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 their filing.

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

Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, (516) 887-8200, facsimile (516) 887-8250, email address david@dlubinassociates.com.

Thank you for your attention to this matter.

Very truly yours,

GOLD SWAP INC.

/s/ Melvin Schlossberg

Melvin Schlossberg

Chairman, President, Chief Executive Officer, Secretary and Director

/s/ Donald Ptalis

Donald Ptalis

Chief Financial Officer and Director

/s/ Vadim Mats

Vadim Mats

Vice President of Business Development

June 22, 2011
 Via E-mail

Melvin Schlossberg President & Chief Executive Officer Gold Swap Inc.  72 Pond Road Woodbury, NY 11797
Re: Gold Swap Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed June 7, 2011
  File No. 333-173163

Dear Mr. Schlossberg:

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.
 General

1. We note your response to comment one in our letter dated May 27, 2011.  As
previously requested, please include in your  filing the analysis set forth in your
response letter dated May 11, 2011, explai ning why you are not a blank check
company.  Also include in your filing the statement in your June 7, 2011 response
letter that you have no se t day-to-day operations.
 Prospectus Summary, page 1

 The Offering, page 1

2. We note your response to comment three in  our letter dated May 27, 2011 regarding
the financial data presented under Going Concern Considerations.  However, the
$3,505 presented for net cash used by opera tions from July 13, 2010 through March

Melvin Schlossberg Gold Swap Inc. June 22, 2011 Page 2

 31, 2011 is not correct.  According to your st atement of cash flows the amount should
be $15,403.  Please revise.
 Risk Factors, page 3

 We expect losses in the future, page 4

3. You disclose $11,898 for net cash used by operations from July 13, 2010 through
March 31, 2011.  The statement of cash fl ows indicates $15,403.  Please revise.
 Description of Securities, page 16

4. We note your response to comment four in our letter dated May 27, 2011.  Item
202(a)(1)(v) of Regulation S- K requires you to briefly de scribe shareholder voting
rights, “including any provisions  specifying the vote requir ed by security holders to
take action.”  Please briefly describe Ar ticle 6.10 of your bylaws, which provides for
plurality voting for the election of directors and a majority of votes cast to authorize all other corporate actions.

Management’s Discussion and Analysis  of Financial Conditions, page 20

Results of Operations, page 21
 Net Loss, page 21

5. The last sentence of your reason for the d ecrease in net loss a ppears incomplete.
Please revise accordingly.
 Liquidity and Capital Resources, page 21

6. We note your response to comment five in our letter dated May 27, 2011.  Please
state clearly in this section of your filing that there is no guarantee that your officers
and directors will lend you the funds necessary to commence operations for the next 12 months.
 Unaudited Financial Statements – As of March 31, 2011

 Statement of Stockholders’ Equity, page F-3

7. Your Statement of Stockholders’ Equity as of March 31, 2011 does not agree to the
amount for stockholders’ equity presente d on the balance sheet of $36,157 on page
F-1.

Melvin Schlossberg Gold Swap Inc. June 22, 2011 Page 3

 Notes to Financial Statements (Unaudited)

 Note 4 – Stockholders’ Equity, page F-8

8. We note your disclosure as of Decembe r 31, 2010.  Please revise to provide
disclosure as of March 31, 2011.
Report of Independent Registered Public Accounting Firm, page F-1

9. Refer to the fourth paragraph.  Please revi se to disclose the correct net loss for 2010,
which appears to be $1,078,505.
 Financial Statements – As of December 31, 2010

 Notes to Financial Statements

 Note 2 – Going Concern, page F-9

10. Please revise to disclose the correc t net loss for 2010, which appears to be
$1,078,505.

Note 3 – Income Taxes, page F-9

11. You disclose in the last sentence the ne t change in the valuation allowance during
2010 was an increase of $3,500 which does not  agree with the amount disclosed in
either of the two tabular presentations on pages F-9 and F-10.  Please revise or
explain.

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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Melvin Schlossberg Gold Swap Inc. June 22, 2011 Page 4

 You may contact Milwood Hobbs , Staff Accountant, at (202)  551-3241 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Lisa Kohl, Staff Attorney, at
(202) 551-3252, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551-
3720 with any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
cc: David Lubin, Esq.  David Lubin & Associates, PLLC

CORRESP
1
filename1.htm

    seccorr060711_goldswap.htm

David Lubin & Associates, PLLC

10 Union Avenue

Suite 5

Lynbrook, NY 11563

Tel. (516) 887-8200

Fax (516) 887-8250

June 7, 2011

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  H. Christopher Owings

                         Assistant Director

Re: Gold Swap Inc.

Registration Statement on Form S-1

Filed on March 30, 2011, as amended May 11, 2011

Dear Mr. Owings:

On behalf of Gold Swap Inc. (the “Company”), we are herewith filing with the Securities and Exchange Commission (the "Commission") Amendment No.2 to Registration Statement on Form S-1/A (the "Amendment”) in response to the Commission's comment letter, dated May 27, 2011 (the “Comment Letter”), with reference to the Amendment filed with the Commission on May 11, 2011.

In addition to the Amendment, the Company supplementally responds to all the Commission's comments as follows:

General

1. We note your response to comment one in our letter dated April 27, 2011 as to why you are not a blank check company. Please include this analysis in your filing and include a specific business plan for the next twelve months. In disclosing your business plan, also provide a description of your day-to-day operations.

Response:  As previously disclosed, since its inception the Company had a specific objective - to facilitate the broad-scale recycling of jewelry and other items containing precious metals. In order to effectuate this business, management is taking the concrete steps specified in the Amendment and outlined below. There is no day-to-day operations other than insuring that the timelines set forth below are achieved.

Months 1-3: finalize selection of third party collection agents and refiners and execute and deliver definitive agreements with such parties

Completion of a bag and envelope system for the customer to request a kit that could be tracked by the customer during the refining process

Complete back-end processing of the Company's website

Months 3-6: upon completion of the above tasks, the Company intends to commence a marketing campaign

These processes take time, and given the fact that the Company's officers and directors do not devote more than 30 hours a week to our operations there is no guarantee when the processes will be completed. There are also no current day-to-day operations; even when the milestones are achieved, management will not be expected to work full-time for the Company.

The Amendment has been revised accordingly.

2. We note your response to comment two in our letter dated April 27, 2011, however, it does not appear that you have revised your websites or disclosure accordingly. Please reconcile the information on your websites and in your registration statement so that material information about your company is consistent. Also revise your disclosure throughout the filing to clarify whether you have commenced operations and to state whether you are doing business under additional names.

Response: The Amendment and the websites have been revised to provide that the sites are owned by the Company. Neither website is currently functioning, and the Amendment has been revised accordingly.

Prospectus Summary, page 1

The Offering, page 1

3. Please revise tabular net loss and net cash used by operating activities under Going Concern Considerations to reflect financial information through March 31, 2011.

Response: The Amendment provides net loss and net cash used by operating activities under Going Concern Considerations through March 31, 2011 as requested by the Commission.

Description of Securities, page 16

4. We note your response to comment eight in our letter dated April 27, 2011, that you do not have any charter or bylaw provisions specifying requisite voting rights. We also note Article 6.10 of your bylaws, filed as exhibit 3.3 to this registration statement which states “[a]ny other action shall be authorized by a majority of the votes cast in favor of or against such action . . . .” Please revise or advise.

Response: There are no charter or bylaw provisions specifying voting rights - as provided in the Registration Statement, the holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights.   The provision of the bylaws provided for in the Comment Letter does not indicate or infer that shareholders have any specific voting rights as said provision is in compliance with the provisions of the New York Business Corporations Law. Had any provision of the charter or bylaws granted shareholders of the Company specific voting rights or expanded on the rights provided for under New York law, such rights would have been described.

Liquidity and Capital Resources, page 21

5. We note your response to comment 10 in our letter dated April 27, 2011. As previously requested, provide an approximate timeline as to when you expect to incur the costs listed at the bottom of page 20, and state what you plan to do if you raise some, but not all of the $150,000. Also state whether there is a maximum amount of funds that your officers and directors have agreed to lend. In this regard, we note your statement on page F-9 that your ability to continue as a going concern includes “partial reliance” on related party financing.

Response: The Company has revised the disclosure in accordance with the comments of the Commission - the approximate timeline as to when the expenses will be incurred as well as what the Company plans to do if not all the funds are raised is provided for in the Amendment. The Amendment also provides that there is no maximum amount of funds the officers and directors have agreed to lend.

Certain Relationships and Related Transactions, page 25

6. We note your response to comment 13 in our letter dated April 27, 2011, but it does not appear that you revised your disclosure accordingly. Please identify each of your promoters and state the nature and amount of anything of value received or to be received from the company.

Response: The Company has revised the Amendment in accordance with the Comment Letter to provide that none of the promoters has received anything of value or is to receive anything of value other than as set forth in the Amendment.

The Company respectfully submits via EDGAR the foregoing responses to the Commission and the Amendment. Please address any further questions or comments to the undersigned at the above-referenced telephone and fax numbers. Thank you very much.

Very truly yours,

/s/ David Lubin

David Lubin

cc: Mr. Melvin Schlossberg

May 27, 2011
 Via E-mail

Melvin Schlossberg President & Chief Executive Officer Gold Swap Inc.  72 Pond Road Woodbury, NY 11797
Re: Gold Swap Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed May 11, 2011
  File No. 333-173163

Dear Mr. Schlossberg:

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.
 General

1. We note your response to comment one in our letter dated April 27, 2011 as to why
you are not a blank check company.  Please in clude this analysis in your filing and
include a specific business plan for the ne xt twelve months.  In disclosing your
business plan, also provide a descript ion of your day-to-day operations.

2. We note your response to comment two in our letter dated Ap ril 27, 2011, however, it
does not appear that you have revised your we bsites or disclosure accordingly.  Please
reconcile the information on your websites a nd in your registration statement so that
material information about your company is co nsistent.  Also revise your disclosure
throughout the filing to clarify whether you have commenced operations and to state
whether you are doing business under additional names.

Melvin Schlossberg Gold Swap Inc. May 27, 2011 Page 2

 Prospectus Summary, page 1

 The Offering, page 1

3. Please revise tabular net loss and net cash used by operating activities under Going
Concern Considerations to reflect fi nancial information through March 31, 2011.
 Description of Securities, page 16

4. We note your response to comment eight in  our letter dated April 27, 2011, that you
do not have any charter or byl aw provisions specifying re quisite voting rights.  We
also note Article 6.10 of your bylaws, filed as exhibit 3.3 to this registration statement
which states “[a]ny other action shall be authorized by a majority of the votes cast in
favor of or against such action . . . .”  Please revise or advise.

Liquidity and Capital Resources, page 21

5. We note your response to comment 10 in  our letter dated April 27, 2011.  As
previously requested, provide an approximate  timeline as to when you expect to incur
the costs listed at the bottom of page 20, and state what you plan to do if you raise
some, but not all of the $150,000.  Also stat e whether there is a maximum amount of
funds that your officers and directors have agreed to le nd.  In this regard, we note
your statement on page F-9 that your ability  to continue as a going concern includes
“partial reliance” on rela ted party financing.

Certain Relationships and Re lated Transactions, page 25

6. We note your response to comment 13 in our  letter dated April 27, 2011, but it does
not appear that you revised your disclosure  accordingly.  Please identify each of your
promoters and state the nature and amount of  anything of value received or to be
received from the 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 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Melvin Schlossberg Gold Swap Inc. May 27, 2011 Page 3

 You may contact Milwood Hobbs , Staff Accountant, at (202)  551-3241 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Lisa Kohl, Staff Attorney, at
(202) 551-3252, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551-
3720 with any other questions.
Sincerely,
   /s/ Brigitte Lippmann   for
H. Christopher Owings Assistant Director
cc: David Lubin, Esq.  David Lubin & Associates, PLLC

CORRESP
1
filename1.htm

    seccorr051111_goldswap.htm

David Lubin & Associates, PLLC

10 Union Avenue

Suite 5

Lynbrook, NY 11563

Tel. (516) 887-8200

Fax (516) 887-8250

May 11, 2011

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  H. Christopher Owings

                    Assistant Director

 Re:
Gold Swap Inc.
Registration Statement on Form S-1

Filed on March 30, 2011

File Number 333-173163

Dear Mr. Owings:

On behalf of Gold Swap Inc. (the “Company”), we are herewith filing with the Securities and Exchange Commission (the "Commission") Amendment No.1 to Registration Statement on Form S-1/A (the "Amendment”) in response to the Commission's comment letter, dated April 27, 2011 (the “Comment Letter”), with reference to the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on March 30, 2011.

In addition to the Amendment, the Company supplementally responds to all the Commission's comments as follows:

General

1. We note your disclosure that you are not and do not intend to be a blank check company and have no plans or intentions to merge with an unidentified company. However, it still appears that you are a blank check company as defined by Rule 419 of Regulation C in view of the following:

Your disclosure indicates that you are a development stage company issuing penny stock;

You have not generated any revenues and have a net loss of $1,078,505 since inception;

You have not yet commenced operations and it is unclear whether you will be able to do so within the next 12 months;

You have no assets, except for $47,480 in cash; and

You will be unable to implement your business plan without obtaining substantial additional funding.

In the adopting release of Rule 419, the Commission stated that “it will scrutinize registered offerings for attempts to create the appearance that the registrant is not a development stage company or has a specific business plan, in an effort to avoid the application of Rule 419.” Therefore, please revise the registration statement to comply with Rule 419 and prominently disclose that you are a blank check company. Alternatively, please provide us with a detailed analysis addressing each of the issues described above in explaining why you believe the company is not a blank check company, and include a specific business plan for the next twelve months. In providing the specific business plan, the company should also disclose its day-to-day operations.

Response: The Company is not a blank check company as defined in Rule 419. Pursuant to Rule 419(a)(2), a blank check company is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.  Since its inception, the Company had a specific business plan - it was formed to facilitate the broad-scale recycling of jewelry and other items containing precious metals. As discussed in the “Description of Business”, although the Company has nominal assets and has not conducted business or generated revenues since inception, the Company intends to focus the business of direct-from-consumer, procurement and aggregation of precious metals to be recycled.

(i)           Although the Company is a development stage company (since it has not generated any revenues from operations) issuing shares for less than $5.00, the Company has a specific business purpose. Furthermore, the Company has no intention to engage in any merger or acquisition with another entity.

(ii)           The fact that the Company has not generated revenues and has a net loss does not render the Company a blank check company. As clearly stated in the Amendment, the Company is a development stage company with a clear, specified business plan.

(iii)           Management is currently exploring agreements with collection agents and refiners that would insure and process the metals. By outsourcing this function much of the required insurance, liability, and licensing can be handled by this third party. In addition, the Company is working on a bag and envelope system for the customer to request a kit that would be sent and tracked by the customer through the entirety of the refining process. The Company is waiting on a final proposal from an outside company to develop the back end processing of the website.

(iv)           Although the current sole asset of the Company is cash, this does not render the Company a blank check company. As stated above, management is actively seeking to pursue its business; however, until agreements are met with third parties (such as the collection agents and refinders).

2

2. The disclosure in your filing regarding the status of your operations and the name under which you will operate is inconsistent with statements made on your website. For example, we note the following:

You state in the “Prospectus Summary” section and throughout the filing that “[your] operations have been limited to organizational, start-up, and capital formation activities.” However, both of your websites state that you are a “well established Company” and that you have been evaluating gold for “almost 20 years.”

Your websites indicate that you are operating as “Bucks for Bling” and “Get more for your Gold” and there is no mention of Gold Swap Inc. on these websites.

Your websites appear to allow sellers to request mailing kits at this time; however, the disclosure in the “Process” section on page 17 of your filing seems to indicate that you will send such kits, but that you have not yet done so.

Please note these are examples only and reconcile the information in your website and registration statement so that material information about your company is consistent. Also revise your disclosure throughout the filing to clarify whether you have commenced operations and to state whether you are doing business under additional names.

Response: The Company has reconciled the information on its website with the information in the Amendment.

Cover Page of the Registration Statement

3. We note your disclosure here and elsewhere in your filing that the price of the shares to be registered in this offering is based upon the original purchase price to selling shareholders with an increase because the shares will be “liquid” and registered. Please explain the basis for your statement that these shares will be liquid, in light of your disclosure elsewhere in the filing that there is not currently a market for your stock and that a public market may never develop. Alternatively, delete your statement regarding the liquidity of shares to be issued.

Response: The Company has deleted the disclosure regarding the shares being liquid in accordance with the comments of the Commission, including such disclosure provided for in the "Determination of the Offering Price" and "Plan of Distribution" sections.

Prospectus Cover Page

4. Please move the delaying amendment to the front cover page of the registration statement, where it is required to appear. See Item 501(a) of Regulation S-K.

Response: The Company has moved the delaying amendment language to the front cover page.

5. Please revise your disclosure to state that selling shareholders will receive all of the proceeds from this offering and disclose the anticipated proceeds to selling shareholders on a per share and aggregate basis. See Item 501(b)(3) of Regulation SK.

Response: The Company has revised the disclosure in accordance with the comments of the Commission; however, the per share offering price of ten cents was previously provided for but the Amendment provides for the aggregate anticipated proceeds to the selling shareholders.

3

Risk Factors, page 3

If we cannot manage our growth effectively, page 7

6. Please disclose the basis for your statement that you anticipate to experience rapid

growth or remove this statement.

Response: The Company has deleted this risk factor.

If our shares are quoted on the OTC Bulletin Board, page 9

7.  Please state clearly in this risk factor that although you intend to apply for quotation on the OTCBB, there is no guarantee that a market maker will agree to file an application your behalf and that even if an application is filed, there is no guarantee that you will be accepted for quotation.

Response: The risk factor has been revised in accordance with the Commission's comment.

Description of Securities, page 16

8. Please describe any provisions in your charter or bylaws specifying the vote required

by security holders to take action and describe any liquidation rights. See Items

202(a)(1)(v) and 202(a)(1)(vii) of Regulation S-K.

Response: There are no provisions in either the charter or bylaws specifying any requisite voting rights or liquidation rights.

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 20

Total Operating Expenses, page 21

9. We note your disclosure of $1,075,000 for compensation expense, which represents substantially all of your operating expenses for 2010. The disclosure on page F-4 suggests you issued 21.5 million shares with a value of $.05 per share in determining the amount of compensation expense. If so, please expand your discussion to indicate  such including the recipients of such shares, the period of the services rendered and the basis for the fair value assigned.

Response: The Amendment has been revised in accordance with the comments of the Commission

4

Liquidity and Capital Resources, page 21

10. We note that your auditor has expressed a going concern opinion. Please disclose your plan to raise additional capital, including any anticipated sources of capital. In this regard, we note that you estimate requiring a minimum of $150,000 in the next 12 months to commence operations. Also disclose an approximate timeline as to when you expect to incur the costs listed at the bottom of page 20 and state what you plan to do if you raise some, but not all of the $150,000. Note that any registrant that has identified a material liquidity deficiency must disclose the course of action the registrant will take to remedy the deficiency. See Item 303(a)(1) of Regulation S-K.

Response: As provided in the Amendment, the Company has no agreements or arrangements with any third party to obtain the minimum amount of capital estimated to operate the business for the next 12 months. After the Registration Statement is declared effective, management might seek to talk to third parties to attempt to obtain either debt or equity financing, but currently no such discussions are contemplated. To remedy the material liquidity deficiency, management hopes and anticipates that some of the officers and directors will lend the Company funds if and when necessary, and the Amendment has been revised to provide as such.

11. Please disclose whether or not you have any material commitments for capital expenditures relating to the next 12 months. See Item 303(a)(2) of Regulation S-K. If none, then supplementally advise.

Response: Currently the Company has no commitments for capital expenditures in the next 12 months and has revised the Amendment accordingly.

Directors, Executive Officers, Promoters and Control Persons, page 21

12. Please discuss any involvement in bankruptcy and legal proceedings over a ten rather

than five year period. See Item 401(f) of Regulation S-K.

Response: The Amendment has been revised to include any involvement in bankruptcy and legal proceedings for a ten year period.

Certain Relationships and Related Transactions, page 25

13. Please identify each of your promoters and state the nature and amount of anything of

value received or to be received by each promoter, directly or indirectly, from the company, and the nature and amount of any assets, services or other consideration therefore received or to be received by the company. See Item 404(c) of Regulation S-K and Rule 405 of Regulation C.

Response: The Amendment has been revised to provide that each promoter did not receive anything of value received or to be received by each promoter, directly or indirectly, from the Company.

5

Financial Statements – For the period from inception (July 13, 2010) through December 31, 2010

Notes to Financial Statements

Note 2 – Going Concern, page F-9

14. We note your disclosure regarding your ability to continue as a going concern. Your disclosure suggest management’s viable plans are potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds though debt or equity raises. There is no indication in the filing that such plans are in the company’s future. Section 607.02 of the Financial Reporting Codification requires appropriate and prominent disclosure of a registrant’s financial difficulties along with its viable plans to overcome such difficulties. It is not clear to us whether your stated plans are viable. Please revise your disclosure to indicate whether obtaining loans from officers and directors is part or all of the viable plans by management.

Response: Note 2 of the financial statements included in the Amendment have been revised to delete any references to potential business combinations, which is not part of the Company's business plan.

Exhibits, page II-3

Exhibit 23.1

15. The consent dated March 25, 2011 does not correspond to the same date of the audit report issued on the included financial statements. Please coordinate with Berman & Company, P.A. to revise the consent or audit report to ensure the consent makes appropriate reference to the audit report.

Response: The date of the consent from Berman & Company, P.A. provided for in the Amendment  filed as Exhibit 23.1 to the Amendment corresponds to the date of the audit report issued on the financial statements included in the Amendment.

The Company respectfully submits via EDGAR the foregoing responses to the Commission and the Amendment. Please address any further questions or comments to the undersigned at the above-referenced telephone and fax numbers. Thank you very much.

Very truly yours,

/s/David Lubin

David Lubin

cc: Mr. Melvin Schlossberg

6

April 27, 2011
 Via E-mail

Melvin Schlossberg President & Chief Executive Officer Gold Swap Inc.  72 Pond Road Woodbury, NY 11797
Re: Gold Swap Inc.
Registration Statement on Form S-1 Filed March 30, 2011
  File No. 333-173163

Dear Mr. Schlossberg:

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.
 General

1. We note your disclosure that you are not and do not intend to be a blank check
company and have no plans or intentions to  merge with an unidentified company.
However, it still appears that you are a bl ank check company as defined by Rule 419
of Regulation C in view of the following:

• Your disclosure indicates that you ar e a development stage company issuing
penny stock;
• You have not generated any revenues and have a net loss of $1,078,505 since
inception;

• You have not yet commenced operations and it is unclear whether you will be
able to do so within the next 12 months;

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 2

 • You have no assets, except for $47,480 in cash; and

• You will be unable to implement your busin ess plan without obtaining substantial
additional funding.

In the adopting release of Rule 419, the Co mmission stated that “it will scrutinize
registered offerings for attempts to create th e appearance that the registrant is not a
development stage company or has a specific business plan, in an effort to avoid the
application of Rule 419.”  Therefore, pl ease revise the registration statement to
comply with Rule 419 and prominently disc lose that you are a blank check company.
Alternatively, please provide us with a detaile d analysis addressing each of the issues
described above in explaining why you belie ve the company is not a blank check
company, and include a specific business pl an for the next twelve months.  In
providing the specific business plan, the company should also  disclose its day-to-day
operations.

2. The disclosure in your fili ng regarding the status of your operations and the name
under which you will operate is inconsistent with statements made on your website.
For example, we note the following:
• You state in the “Prospectus Summary” section and throughout the filing that
“[your] operations have been limited to organizational, start-up, and capital
formation activities.”  However, both of  your websites state that you are a “well-
established Company” and that you have  been evaluating gold for “almost 20
years.”

• Your websites indicate that you are operati ng as “Bucks for Bling” and “Get more
for your Gold” and there is no mention of Gold Swap Inc. on these websites.

• Your websites appear to allow sellers to request mailing kits at this time;
however, the disclosure in the “Process”  section on page 17 of your filing seems
to indicate that you will send such kits, but that you have not yet done so.

Please note these are examples only and reconcile the information in your website and registration statement so that material information about yo ur company is consistent.
Also revise your disclosure throughout th e filing to clarify whether you have
commenced operations and to state whet her you are doing business under additional
names.
 Cover Page of the Registration Statement

3. We note your disclosure here and elsewhere in  your filing that the price of the shares
to be registered in this offering is base d upon the original purch ase price to selling
shareholders with an increase because the shares will be “liquid” and registered.

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 3

 Please explain the basis for your statement that  these shares will be liquid, in light of
your disclosure elsewhere in the filing that  there is not currently a market for your
stock and that a public market may neve r develop.  Alternatively, delete your
statement regarding the liquidity of shares to be issued.
 Prospectus Cover Page

4. Please move the delaying amendment to the front cover page of the registration
statement, where it is required to app ear.  See Item 501(a) of Regulation S-K.

5. Please revise your disclosure to state that selling shareholders w ill receive all of the
proceeds from this offering and disclose the anticipated proceeds to selling shareholders on a per share and aggregate ba sis.  See Item 501(b)(3) of Regulation S-
K.
 Risk Factors, page 3

 If we cannot manage our gr owth effectively, page 7

6. Please disclose the basis for your statemen t that you anticipate to experience rapid
growth or remove this statement.
 If our shares are quoted on the OTC Bulletin Board, page 9

7. Please state clearly in this risk factor that although you intend to apply for quotation
on the OTCBB, there is no guarantee that a market maker will agree to file an
application your behalf and that even if an  application is filed, there is no guarantee
that you will be accepted for quotation.
 Description of Securities, page 16

8. Please describe any provisions in your char ter or bylaws specifyi ng the vote required
by security holders to take  action and describe any li quidation rights.  See Items
202(a)(1)(v) and 202(a)(1)(vii) of Regulation S-K.
 Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
20
 Total Operating Expenses, page 21

9. We note your disclosure of $1,075,000 for co mpensation expense, which represents
substantially all of your ope rating expenses for 2010.  The disclosure on page F-4
suggests you issued 21.5 million shares with  a value of $.05 per share in determining
the amount of compensation expense.  If so, please expand your disc ussion to indicate

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 4

 such including the recipients of such shares, the period of  the services rendered and
the basis for the fair value assigned.
 Liquidity and Capital Resources, page 21

10. We note that your auditor has expressed a going concern opinion.  Please disclose
your plan to raise additional capital, including any anticipated  sources of capital.  In
this regard, we note that you estimate requiring a minimum of $150,000 in the next
12 months to commence operations.  Also di sclose an approximate timeline as to
when you expect to incur the costs listed at the bottom of page 20 and state what you
plan to do if you raise some, but not all of the $150,000.  Note  that any registrant that
has identified a material liquidity deficiency  must disclose the course of action the
registrant will take to remedy the deficienc y.  See Item 303(a)(1) of Regulation S-K.

11. Please disclose whether or not you have any material commitments for capital
expenditures relating to the next 12 months.  See Item 303(a)(2) of Regulation S-K.
If none, then supplementally advise.
 Directors, Executive Officers, Promoters and Control Persons, page 21

12. Please discuss any involvement in bankruptcy and legal proceedings over a ten rather
than five year period.  See Item 401(f) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 25

13. Please identify each of your promoters and st ate the nature and amount of anything of
value received or to be received by each pr omoter, directly or indirectly, from the
company, and the nature and amount of any assets, services or other consideration
therefore received or to be received by the company.  See Item 404(c) of Regulation
S-K and Rule 405 of Regulation C.

Financial Statements – For the period from inception (July 13, 2010) through December 31, 2010
 Notes to Financial Statements

 Note 2 – Going Concern, page F-9

14. We note your disclosure regarding your abi lity to continue as a going concern.  Your
disclosure suggest management’s viable  plans are potential asset acquisitions,
mergers or business combinations with othe r entities, further implementation of its
business plan and continuing to raise funds though debt or equity raises. There is no
indication in the fili ng that such plans are in the co mpany’s future.  Section 607.02 of
the Financial Reporting Codifi cation requires appropriate an d prominent disclosure of
a registrant’s financial difficulties along with its viable plans  to overcome such

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 5

 difficulties.  It is not clear to us whether your stated plans are viable.  Please revise
your disclosure to indicate wh ether obtaining loans from of ficers and directors is part
or all of the viable  plans by management.
 Exhibits, page II-3

 Exhibit 23.1

15. The consent dated March 25, 2011 does not corr espond to the same date of the audit
report issued on the included financial statem ents.  Please coordinate with Berman &
Company, P.A. to revise the consent or a udit report to ensure the consent makes
appropriate reference to  the audit report.

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 disc losure, 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 staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• 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 th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Melvin Schlossberg Gold Swap Inc. April 27, 2011 Page 6

 You may contact Milwood Hobbs , Staff Accountant, at (202)  551-3241 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Lisa Kohl, Staff Attorney, at
(202) 551-3252, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551-
3720 with any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
cc: David Lubin, Esq.  David Lubin & Associates, PLLC