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SEC Comment Letter for GAMING & ENTERTAINMENT GROUP INC (CIK 0001100356) — Mar 11, 2005

GAMING & ENTERTAINMENT GROUP INC (CIK 0001100356)
Date: March 11, 2005 · CIK: 0001100356 · Accession: 0000000000-05-011616

AI Filing Summary & Sentiment

File numbers found in text: 333-123149

Date
March 11, 2005
Author
Elaine Wolff
Form
UPLOAD
Company
GAMING & ENTERTAINMENT GROUP INC (CIK 0001100356)

Letter

March 11, 2005 Mail Stop 0409 Gregory L. Hrncir President Gaming & Entertainment Group, Inc. 6757 Spencer Street Las Vegas, NV 89119

Re: Gaming & Entertainment Group, Inc. Registration Statement filed on Form S-3 Filed March 4, 2005 File No. 333-123149

Dear Mr. Hrncir:

This is to advise you that we have reviewed only those portions of the above registration statement that relate to the delaying amendment. We have the following comment.

General

Please revise the cover page of your registration statement to include a delaying amendment. We refer you to Rule 473 of Regulation C.

* * * *

As appropriate, please amend your filing immediately in response to this comment. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us a letter, acknowledging that:

? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

? the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

If you have any questions, please call Jeffrey Shady at (202) 942-1901 or me at (202) 942-1766.

Sincerely,
Elaine Wolff
Branch Chief

Show Raw Text
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<TEXT>

March 11, 2005

Mail Stop 0409

Gregory L. Hrncir
President
Gaming & Entertainment Group, Inc.
6757 Spencer Street
Las Vegas, NV  89119

Re:	Gaming & Entertainment Group, Inc.
	Registration Statement filed on Form S-3
	Filed March 4, 2005
	File No. 333-123149

Dear Mr. Hrncir:

	This is to advise you that we have reviewed only those
portions
of the above registration statement that relate to the delaying
amendment.  We have the following comment.

General

Please revise the cover page of your registration statement to
include a delaying amendment.  We refer you to Rule 473 of
Regulation
C.

*  *  *  *

      As appropriate, please amend your filing immediately in
response to this comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Jeffrey Shady at (202)
942-1901 or me at (202) 942-1766.

Sincerely,

Elaine Wolff
Branch Chief

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Gaming & Entertainment Group, Inc.
Page 2

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