United States securities and exchange commission logo
September 1, 2021
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re: Super League
Gaming, Inc.
Form 10-K For the
Fiscal Year Ended December 31, 2020
Filed March 19,
2021
File No. 001-38819
Dear Ms. Hand:
We have limited our review of your filing to the financial
statements and related
disclosures 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-K For the Fiscal Year Ended December 31,2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Executive Summary and Key Performance Indicators, page 37
1. Please revise your
discussion in MD&A to begin with a discussion and analysis of your
results of operations
under GAAP, and move the discussion of key performance indicators
to follow or support
your GAAP-based results discussion.
Operating Expenses, page 45
2. Please tell us if any
technology platform and infrastructure related costs are included in
cost of revenues and
your basis for classifying these costs.
Ann Hand
FirstName LastNameAnn
Super League Gaming, Inc.Hand
Comapany 1,
September NameSuper
2021 League Gaming, Inc.
September
Page 2 1, 2021 Page 2
FirstName LastName
Index to Financial Statements
Balance Sheet , page F-3
3. We note you have incurred significant losses since inception and
expect continued future
operating losses. In light of your history of losses and negative cash
flows from operating
activities for the years ended December 31, 2020 and December 31,
2019, please tell us
and disclose the results of your annual impairment tests of goodwill,
including the
significant factors and assumptions used in your analysis. Refer to
ASC 350-
20. Additionally, tell us how you determined that the value of
intangibles and other assets
is recoverable in light of the above factors. Refer to ASC 360-10-35.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-12
4. We note your disclosure that you operate in one segment. Please tell
us the factors used to
identify your reportable segment, including the basis of organization,
and whether
operating segments have been aggregated into one reportable segment.
See ASC 280-10-
50-21.
5. We note that for the years ended December 31, 2020 and 2019, four
customers accounted
for 49% and five customers accounted for 69% of revenue, respectively.
Please disclose
whether the revenue generated by these customers related to
advertising and sponsorships,
content, or direct to consumer revenue.
In closing, 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 Aamira Chaudhry at 202-551-3389 or Theresa Brillant at
202-551-
3307 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services