20-F/A

 

UNITED STATES               Securities and Exchange Commission WASHINGTON, D.C. 20549          

FORM 20-F/A

(Amemdment No. 2)

(Mark One)

[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

For the transition period from ______ to ______

Commission file number  333-214872  

JUPITER GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

Rua Vereador João Alves Praes nº 95-A

Olhos D'Água, MG 39398-000, Brazil

 (Address of principal executive offices)

Marc Fogassa

Rua Vereador João Alves Praes nº 95-A

Olhos D'Água, MG 39398-000, Brazil

Telephone:+55-31-3956-1109

Email: marc.fogassa@jupitergoldcorp.com

(Name, Telephone, E-mail and/or Facsimile number and Address, of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Common Stock, par value $0.001 per share

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

There were 4,015,000 shares outstanding on May 11, 2017.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   [ ] Yes [X] No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

      Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

[  ]  Large accelerated filer [   ]Accelerated filer [X]  Non-accelerated filer

Indicate by check which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  [ X  ]  International Financial Reporting Standards as issued by the International Accounting Standards Board [  ]    Other  [  ]

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  [   ]   Item 18  [   ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

EXPLANATORY NOTE

We are filing this Amendment No. 2 to the Annual Report on Form 20-F of Jupiter Gold Corporation for the fiscal year ended December 31, 2016 ("Form 20-F") that we filed with the Securities and Exchange Commission (the "SEC") on January 4, 2018 to revise Item 5 of Form 20-F in its entirety pursuant to a comment letter we received from the SEC on December 14, 2017. Item 5 is as follows.

Item 5.    Operating and Financial Review and Prospects.

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

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

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I. OVERVIEW

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

II. MINERAL RIGHTS

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

DNPM Mineral Right Number	Mineral Right Status	Location in Brazil	Area of Mineral Right (in acres)	Minerals Currently Listed in Mineral Right	Validity of Current Stage of the Mineral Right (when applicable)
860.807/2016	RP	Crixás	3,068	gold	12/27/2019 (1)
831.883/2016	RP	Paracatu	773	gold	04/12/2020 (1)
831.942/2016	RP	Itabira	4,653	gold	04/12/2020 (1)
831.665/2016	RP	Diamantina	233	manganese	05/03/2020 (1)
831.642/2016	RP	Diamantina	2,152	manganese	06/06/2020 (1)
880.133/2016	ARP	Apuí	23,043	gold	n/a (2)
880.134/2016	ARP	Apuí	23,207	gold	n/a (2)
880.135/2016	ARP	Apuí	23,080	gold	n/a (2)

Table Legend:

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

Ref: Mineral Right Status

RP: Research Permit Granted

ARP: Application for Research Permit

Ref: Location in Brazil

Apuí: Apuí municipality, state of Amazonas

Crixás: Crixás municipality, state of Goiás

Paracatu: Paracatu municipality, state of Minas Gerais

Diamantina: greater Diamantina region, state of Minas Gerais

Itabira: greater Itabira region, state of Minas Gerais

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Ref: Validity of the Current Stage of the Mineral Right

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

(2) The timeline for submission of a research report to DNPM has not started as the application for research permit is under review at DNPM.

Details on Each Mineral Right

DNPM 831.883/2016

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

Location

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

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

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

Size

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

Coordinates

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

Latitude	Longitude
-17°15'01''463	-46°50'53''207
-17°15'56''063	-46°50'53''207
-17°15'56''063	-46°51'13''542
-17°15'56''560	-46°51'13''542
-17°15'56''560	-46°51'47''557
-17°15'56''065	-46°51'47''557
-17°15'56''034	-46°51'47''557
-17°15'56''034	-46°51'50''753
-17°14'56''524	-46°51'50''753
-17°14'56''524	-46°50'53''207
-17°15'01''463	-46°50'53''207

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Map

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

Industry Guide 7 Compliance

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

DNPM 860.807/2016

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

Location

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

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

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

Size

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

Coordinates

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

Latitude	Longitude
-14°17'33''849	-49°52'32''642
-14°17'49''893	-49°52'32''642
-14°17'49''893	-49°52'32''633
-14°17'49''894	-49°52'32''633
-14°17'49''894	-49°51'50''935
-14°18'54''969	-49°51'50''935
-14°18'54''969	-49°50'44''160
-14°18'33''817	-49°50'44''160
-14°18'33''817	-49°50'19''172
-14°17'58''023	-49°50'19''172
-14°17'58''023	-49°49'54''151
-14°17'36''871	-49°49'54''151
-14°17'36''871	-49°49'37''472
-14°20'08''484	-49°49'37''472
-14°20'08''484	-49°52'32''711
-14°18'49''229	-49°52'32''711
-14°18'49''229	-49°53'09''593
-14°17'33''849	-49°53'09''593
-14°17'33''849	-49°52'32''642

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Map

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

Industry Guide 7 Compliance

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

DNPM 831.942/2016

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

Location

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

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

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Size

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

Coordinates

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

Latitude	Longitude
-19°46'15''600	-42°49'22''800
-19°46'55''200	-42°49'22''800
-19°46'55''200	-42°48'21''600
-19°49'19''200	-42°48'21''600
-19°49'19''200	-42°49'22''800
-19°49'40''800	-42°49'22''800
-19°49'40''800	-42°50'02''400
-19°49'01''200	-42°50'02''400
-19°49'01''200	-42°50'27''600
-19°46'15''600	-42°50'27''600
-19°46'15''600	-42°49'22''800

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Map

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

Industry Guide 7 Compliance

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

DNPM 880.133/2016

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

Location

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

Size

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

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Coordinates

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

Latitude	Longitude
-07°03'21''278	-60°05'58''879
-07°08'14''679	-60°05'58''879
-07°08'14''679	-60°11'36''022
-07°03'18''797	-60°11'36''022
-07°03'18''797	-60°11'34''391
-07°03'21''278	-60°11'34''391
-07°03'21''278	-60°05'58''879

Map

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

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Industry Guide 7 Compliance

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

DNPM 880.134/2016

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

Location

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

Size

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

Coordinates

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

Latitude	Longitude
-07°03'21''278	-60°05'58''879
-07°03'21''278	-60°11'34''391
-07°03'18''797	-60°11'34''391
-07°03'10''357	-60°11'34''391
-07°03'10''357	-60°11'33''931
-06°58'25''526	-60°11'33''931
-06°58'25''526	-60°05'57''149
-07°03'21''278	-60°05'57''149
-07°03'21''278	-60°05'58''879

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Map

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

Industry Guide 7 Compliance

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

DNPM 880.135/2016

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

Location

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

Size

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

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Coordinates

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

Latitude	Longitude
-07°03'07''637	-60°16'56''443
-07°03'10''357	-60°16'56''443
-07°03'10''357	-60°11'36''021
-07°03'18''797	-60°11'36''021
-07°08'14''679	-60°11'36''021
-07°08'17''489	-60°11'36''021
-07°08'17''489	-60°16'58''594
-07°03'07''637	-60°16'58''594
-07°03'07''637	-60°16'56''443

Map

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

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Industry Guide 7 Compliance

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

DNPM 831.665/2016

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

Location

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

Size

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

Coordinates

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

Latitude	Longitude
-18°09'06''501	-43°56'54''794
-18°09'06''501	-43°57'42''551
-18°08'44''619	-43°57'42''549
-18°08'44''619	-43°56'54''794
-18°09'06''501	-43°56'54''794

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Map

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

Industry Guide 7 Compliance

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

DNPM 831.642/2016

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

Location

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

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Size

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

Coordinates

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

Latitude	Longitude
-17°50'10''467	-43°10'29''389
-17°50'51''224	-43°10'29''389
-17°50'51''224	-43°10'12''738
-17°51'33''352	-43°10'12''738
-17°51'33''352	-43°11'35''771
-17°51'06''561	-43°11'35''771
-17°51'06''561	-43°11'39''684
-17°49'30''978	-43°11'39''684
-17°49'30''978	-43°10'18''699
-17°50'10''467	-43°10'18''699
-17°50'10''467	-43°10'29''389

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Map

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

Industry Guide 7 Compliance

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

III. FIRST MODULAR PLANT

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

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

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Details of the Modular Plant

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

This equipment was originally developed by the Canadian mining industry and has several advantages over other processes, such as:

· No use of chemicals (such as cyanide and mercury)

· Low maintenance and low energy consumption

· Recovery of gold in a wide particle size range

· Simple installation and operation, with excellent mobility

In our first modular plant, the desired alluvial material with gold content is added by loader into the feeder. In the feeder this material will be mixed on a 50% basis with clean water to form a pulp. The pulp then passes through vibrating size separators and a rotating trommel before being fed to a large centrifuge. The recovered gold from the centrifuge is further separated using a vibrating table. Any waste from the centrifuge is deposited in special pits for reprocessing to guarantee minimal loss of gold in the process.

Location of the Modular Plant

Our initial modular plant has been placed in a mining concession area that belongs to Brazil Minerals, through its subsidiary, Mineração Duas Barras Ltda ("MDB"), a Brazilian company. Brazil Minerals owns 100% of MDB.

MDB holds title to two mineral rights, including a mining concession for gold, diamonds and sand, located on the margins of the Jequitinhonha River in the state of Minas Gerais in Brazil. The Jequitinhonha River valley is a well-known area for both gold and diamond production. Along its course, it has hosted alluvial production for both gold and diamonds since the 18^th century.

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Map Showing Location of MDB

Map – location of MDB; furnished to Jupiter Gold by MDB.

Facilities and Equipment

MDB's facilities are located an approximately one and one-half hour drive from Montes Claros, a city of approximately 500,000 people which has the necessary infrastructure to support mining operations in a broad area. The Company owns an excavator, a bulldozer, and a truck for mining operations.

Source of Water and Power

Water supplies are abundant at MDB, being sourced from a large lake that is physically separate from the Jequitinhonha River by over 100 meters.

MDB does not have electricity from the national grid and instead relies on several diesel generators for power. Our modular plant utilizes a portable diesel-powered generator. There are several local suppliers of diesel.

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Mining Concession

MDB holds title to two mineral rights: a mining concession ("Concessão de Lavra") for mineral right DNPM 806.568/1977, and another mineral right in an earlier stage. MDB's mining concession covers a surface area of 422 acres and allows for the exploration and commercialization of gold, diamonds and sand. "Concessão de Lavra" is the highest level of mineral right in Brazil. It permits the owner to mine in perpetuity provided that environmental licenses are kept current and that mining guidelines are followed. There are no liens or other encumbrances on MDB's mining concession, and there are no regular fees to be paid to maintain such mineral right, besides government royalties on production. The government's royalty on gold production is 1% (one percent) of sales. DNPM 806.568/1977 is without known reserves, according to such definition under the SEC's Industry Guide 7.

Map Showing Jupiter Gold's Modular Plant inside MDB's Mining Concession (mineral right DNPM 806.569/1977):

Map – location of Jupiter Gold's modular plant (or "Gold Recovery Unit", GRU) inside MDB's mining concession (mineral right DNPM 806.569/1977); drawn by W. Oliveira on 11/03/2016.

The Company has performed maintenance on several items of capital equipment which needed upgrading and refurbishment to function properly and extensively. The Company utilized the available time while the equipment was in repair to test various locations within MDB's mining location for production of gold. The production of gold from these samples utilizing the Company's modular plant allowed us to rank such locations, in preparation for mining them.

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Results of Operations

Fiscal Year Ended December 31, 2016

In 2016, we were pre-revenue, as our modular plant was not operational yet. Revenues will be recorded as of the second quarter of 2017 after production from the modular plant began. Because we were not in production in 2016, there is no cost of gold sold or production expenses for such period.

In 2016, we had an aggregate of $340,714 in operating expenses, of which non-cash stock compensation to directors (via issuance of options at exercise prices equal and above the current stock price) amounted to $302,002, as calculated by application of the Black-Scholes formula, thus representing 88.7% of all operating expenses. The remainder of operating expenses and the percentage of each in the total such expenses were $12,903 (3.8%) in amounts due to Brazil Minerals under a service agreement, $21,794 (6.4%) in professional fees, and $616 (0.2%). in depreciation (a non-cash expense).

In 2016, we had net loss of $340,728 after accounting for a loss in provision of foreign currency translation of $14. On a per share basis (both basic and diluted), the net loss attributable to Jupiter Gold was $0.09 per share.

In 2016, net cash used in operating activities was $12,225, net cash provided by investing activities was $9,153, and there was no cash used or provided by financing activities. Cash and cash equivalents were $3,072 as of December 31, 2016.

Liquidity and Capital Resources

As of December 31, 2016, we had total current assets of $18,678 compared to total current liabilities of $50,3351 for a current ratio of 0.37 to 1 and working capital of ($31,657).

In 2016, our source of liquidity were loans from Brazil Minerals.

In 2017, we expect that our sources of liquidity will be equity raised from the initial public offering of our common stock, revenues from royalties derived from operation of our modular plant, and loans from Brazil Minerals, which we intend to stop utilizing as soon as possible.

Item 5F. Tabular Disclosure of Contractual Obligations.

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2016:

Payable To	Description	Amount
Brazil Minerals, Inc.	Service agreement dues, and loans in Brazil and outside for operational expenses	$	34,638
Various third-parties	Professional fees	$	12,509
Marc Fogassa	Honorarium	$	3,188

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	JUPITER GOLD CORPORATION
	(Registrant)
	/s/ Marc Fogassa
	By: Marc Fogassa
	Title: Chief Executive Officer
Date:  January 5, 2018

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EX-12.1

EXHIBIT 12.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Fogassa, the Chairman (Principal Executive Officer) of Jupiter Gold Corporation, certify that:

1. I have reviewed this Amendement No. 2 to the Annual Report on Form 20-F of Jupiter Gold Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.  The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: January 5, 2018	By:	/s/ Marc Fogassa
	Name:	Marc Fogassa
	Title:	Chairman (Principal Executive Officer)

EX-12.2

EXHIBIT 12.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Fogassa, the Chief Financial Officer (Principal Financial Officer) of Jupiter Gold Corporation, certify that:

1. I have reviewed this Amendement No. 2 to the Annual Report on Form 20-F of Jupiter Gold Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.  The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: January 5, 2018	By:	/s/ Marc Fogassa
	Name:	Marc Fogassa
	Title:	Chief Financial Officer  (Principal Financial  Officer)

EX-13.1

 EXHIBIT 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendement No. 2 to the Annual Report of Jupiter Gold Corporation (the "Company") on Form 20-F for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: January 5, 2018	By:	/s/ Marc Fogassa
		Marc Fogassa, Chief Executive Officer and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report or as a separate disclosure document.