United States securities and exchange commission logo
November 7, 2023
Domenic Fontana
Chief Financial Officer
Good Gaming, Inc.
415 McFarlan Road, Suite 108
Kennett Square, PA 19348
Re: Good Gaming, Inc.
Form 10-K and Form
10-K/A for the fiscal year ended December 31, 2022
File No. 000-53949
Dear Domenic Fontana:
We have reviewed your
amended Form 10-K and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our October 26,
2023 letter.
Form 10-K/A for the fiscal year ended December 31, 2022
General
1. We note that your
amended Form 10-K includes only the revised report of your
independent registered
public accounting firm without the corresponding financial
statements. Please file
an amended Form 10-K to include the entire Item 8 requirements
(i.e. report of your
independent public accounting firm and the full set of financial
statements) as required
by Exchange Act Rule 12b-15. Note that the amended filing is to
be accompanied by all
certifications, updated as appropriate. In addition, considering the
Form 10-K is forward
incorporated into your Form S-8 filing, as previously requested,
ensure that your
amendment includes a consent from your independent registered public
accounting firm.
Domenic Fontana
FirstName LastNameDomenic Fontana
Good Gaming, Inc.
Comapany 7,
November NameGood
2023 Gaming, Inc.
November
Page 2 7, 2023 Page 2
FirstName LastName
Please contact Chen Chen at 202-551-7351 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of
Corporation Finance
Office of Technology