ANTHONY L.G., PLLC
laura aNTHONy, esq.
JOHN CACOMANOLIS, ESQ**
CHAD FRIEND, ESQ., LLM
SVETLANA ROVENSKAYA, ESQ***
MICHAEL R. GEROE****
CRAIG D. LINDER, ESQ.*****
PETER P. LINDLEY, ESQ., CPA, MBA
KIMBERLY L. RUDGE, ESQ.
STUART REED, ESQ.
MARC S. WOOLF, ESQ.
DIRECT E-MAIL: LANTHONY@ANTHONYPLLC.COM
*licensed in CA
**licensed in FL and NY
***licensed in NY and NJ
****licensed in D.C., CA, NY and MO
*****licensed in FL, CA and NY
September 23, 2019
VIA ELECTRONIC EDGAR FILING
J. Nolan McWilliams
Division of Corporation Finance
Office of Transportation and Leisure
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
|Re:||Simplicity Esports & Gaming Company|
|Amendment No. 1 to Registration Statement on Form S-1|
|Filed July 15, 2019|
|File No. 333-228906|
Dear Mr. McWilliams:
We have electronically filed herewith on behalf of Simplicity Esports & Gaming Company (the “Company”) Amendment No. 2 (“Amendment No. 2”) to the above-referenced Form S-1. Amendment No. 2 is marked to show changes made from the previous filing. We have included a narrative response herein keyed to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s comment letter to Jed Kaplan, Chief Executive Officer of the Company, dated July 17, 2019. We trust you shall deem the contents of this letter responsive to your comment letter.
Amendment No. 1
Comment 1. Please include audited financial statements for the fiscal year ended May 31, 2019. Alternatively, please tell us how you meet each of the three conditions in Article 8-08(b) of Regulation S-K.
Response: The Company has included audited financial statements for the fiscal year ended May 31, 2019 in Amendment No. 2.
If the Staff has any further comments regarding Amendment No. 2, please feel free to contact the undersigned.
|Anthony L.G., PLLC|
|By:||/s/ Laura Anthony|
|Laura Anthony, Esq.|
cc: Jed Kaplan/Simplicity Esports & Gaming Company