GUNPOWDER GOLD CORP.
February 21, 2012
Ms. Jennifer Monick
Staff Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, DC 20549
Re: Gunpowder Gold Corporation
Form 10-K for the year ended August 31, 2011
Filed on December 14, 2011
File No. 001-34976
Dear Ms. Monick:
We have reviewed your comments to our Form 10-K for the fiscal year ended August 31, 2011. We thank you for your review to assist and enhance the overall disclosure in our Exchange Act Filings. This letter sets forth the responses of Gunpowder Gold Corporation (the “Company”) to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) dated February 9, 2012, with respect to the above referenced Form 10-K filing. The references to the comment letter have been shown in bold face for convenience, and the Company’s responses are set forth below the reference.
FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2011
Comment:
Item 9A – Controls and Procedures
1. Please amend to furnish the information required by Items 307 and 308 of Regulation SK.
| Response: | The Company respectfully advises the Staff that in accordance with Items 307 and 308 of Regulation SK, we will be amending our Annual Report to include Item 9, 9A and 9B on February 22, 2012. |
4830 Impressario Court • Suite 109 • Las Vegas, NV 89149 • (702) 380-7865
United States Securities & Exchange Commission
Page 2
February 21, 2012
Closing Comments
Gunpowder Gold Corporation hereby acknowledges that:
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
/s/ Michael Nott
Michael Nott
President
4830 Impressario Court • Suite 109 • Las Vegas, NV 89149 • (702) 380-7865