August 23, 2018
Steve Flechner
President
Discovery Gold Corp
P.O. Box 181062
Denver, CO 80218
Re: Discovery Gold Corp
Registration Statement on Form 10-12G
Filed on July 30, 2018
File No. 000-54709
Dear Mr. Flechner:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-12G filed July 30, 2018
Cautionary Note Regarding Forward-Looking Statements , page 3
1. We note that you refer to Section 27A of the Securities Act. Because you
are an issuer of
penny-stock, the safe harbor provisions for forward-looking statements of
the Private
Securities Litigation Reform Act of 1995 found in Section 27A of the
Securities Act and
Section 21E of the Securities Exchange Act does not apply to you. Please
revise to delete
all mention of this safe harbor.
General Business Plan, page 4
2. Revise to state whether the decision to acquire a particular entity will
be subject to a
shareholder vote.
Steve Flechner
FirstName Gold Corp
Discovery LastNameSteve Flechner
Comapany NameDiscovery Gold Corp
August 23, 2018
August 23, 2018 Page 2
Page 2
FirstName LastName
Risk Factors, page 6
3. Since you are a shell company, please revise to disclose the
requirements that must be met
under Rule 144(i) for your security holders to be able to rely on Rule
144 for the resale of
your shares, and the effect these restrictions may have on the
liquidity of a holder's shares.
Plan of Operation, page 14
4. Disclose whether you have any substantial basis for your statement
that you may be able
to rely on advances from your principle shareholders, officers and
directors to obtain
funding.
5. Please disclose your plans to obtain the funding necessary to effect
your business plan to
merge with another entity. Discuss any obstacles or risks to obtaining
such funding. In
particular, explain that any public offering of securities will be
subject to Rule 419.
Subsequent Events, page 20
6. Please file as an exhibit the agreement with your principal
outstanding creditor and the
two majority shareholders discussed in this section.
Directors and Executive Officers, page 21
7. Please provide clear disclosure regarding Stephen Flechner's principal
business activities
during the last five years, including dates.
Committees of the Board of Directors, page 22
8. Revise to state who serves on the committees discussed.
Conflicts of Interest - General, page 22
9. Please revise to clarify your expectations regarding how much of their
business time
Messrs. Flechner and Shearing will devote to the business of the
company.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Claire Delabar, Staff Accountant, at 202-551-3349 or
Terry French,
Accounting Branch Chief, at 202-551-3828, if you have questions regarding
comments on the
financial statements and related matters. Please contact Greg Dundas, Staff
Attorney, at 202-
551-3436 or Paul Fischer, Attorney Adviser, at 202-551-3415, with any other
questions.
Steve Flechner
Discovery Gold Corp
August 23, 2018
Page 3
FirstName LastNameSteve Flechner Sincerely,
Comapany NameDiscovery Gold Corp
Division of Corporation Finance
August 23, 2018 Page 3 Office of Telecommunications
FirstName LastName