January 12, 2024

Mr. John Coleman

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, DC 20549

Dear Mr. Coleman,

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

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

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

Information on the Company, page 7

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

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

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

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

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

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

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

Material Properties

Summary of Material Properties

Maps of Material Properties

Alpha Project mineral rights

Quartzite Project mineral right

Non-Material Properties

Summary of Non-Material Properties

Maps of Non-Material Properties

Alta Floresta Project

Apui Project

Brotas de Macauba Project

Cavalcante Project

Crixas Project

Paracatu Project

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

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

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

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

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

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

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

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

Very Truly Yours,