SecProbe.io

October 10, 2018
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Draft Registration Statement on Form S-1
Submitted September 14, 2018
CIK No. 0001621672
Dear Ms. Hand:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted September 14, 2018
Prospectus Summary, page 1
1.Please define the terms "Application Program Interface," "hyper-local level," "lifestyle
gaming," "content capture," and "local area network center" when first used.  In addition
disclose how you calculate "customer acquisition cost" and "accretive life time value."
Similarly, with respect to your statement that “According to the Electronic Software
Association, the avid gamer sees gameplay as central to their social life with 55% playing
video games to connect with friends and 46% to spend time with family members,” please
define what constitutes an “avid gamer” to which these statistics pertain.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 2
 FirstName LastNameAnn Hand
Super League Gaming, Inc.
October 10, 2018
Page 2
Risk Factors, page 9
2.Please revise your first risk factor to also discuss your accumulated deficit and your
auditor's going concern opinion.
We may experience outages and disruptions of our infrastructure, page 15
3.Please briefly describe the system redundancies you have implemented so that investors
can better understand the risk you face.
Our business is subject to regulation, and changes in applicable regulations may negatively
impact our business., page 16
4.We note the statement that your "skill-based competitions in the future could become
subject to evolving rules and regulations."  If you have a particular area of regulation in
mind, please further describe this risk.  For example, if this relates to your players winning
prizes and there is a risk that gambling regulations, or changes thereto, could apply please
so state.
We are an emerging growth company and may take advantage of certain reduced reporting
requirements., page 24
5.According to the risk factor at the top of this page, you have elected to "opt out" of the
extended transition period for complying with any new or revised financial accounting
standards pursuant to the JOBS Act.  However, this appears to contradict disclosures
included elsewhere in the filing such as the cover page and on pages 52-23 as well as the
notes to the financial statements.  Please revise to fix the inconsistencies and affirm to us
whether you have elected to take advantage or have opted out of the extended transition
period provision of the JOBS Act.
Components of Results of Operations
Brand and Media Partnerships, page 41
6.Please further describe how brand and media partnerships "leverag[e] broadcast, social
and customer loyalty programs which... drives more gamers and viewers to [y]our amateur
esports gaming content and technology platform."  If sponsors are promoting you outside
of your events and platform, please explain how this is done, to what extent, and whether
your partners are contractually obligated to do so.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources, page 48
7.It appears from the statement "we expect to incur substantial expenditures in the
foreseeable future for the development of our esports brand, community and technology
platform," that such matters may require material capital outlays.  In describing these

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 3
 FirstName LastNameAnn Hand
Super League Gaming, Inc.
October 10, 2018
Page 3
trends disclose the estimated amounts of capital that will be required, to the extent known.
Our Business, page 54
8.Please revise the text accompanying the bar charts on page 59 to explain exactly what the
Y axis in each chart represents, how it is calculated, and whether there are differences in
the calculations from different sources or for different services represented.
9.If the chart on page 60 is denominated in thousands, please revise to state.  In addition, in
the accompanying text please reconcile the revenue amount shown for 2018 with the
statement on pages 2 and 58 that according to NewZoo "the global gaming market will
reach approximately $137.9 billion by the end of 2018."
10.Please discuss how the statistics found in the chart on page 61 translate into revenues.  For
example, explain how many of the 100 million monthly average users/ players for League
of Legends would pay for being a user or player, and provide an estimate of the revenues
derived from these 100 million monthly average users/ players.
11.Please disclose the estimated additional capital you will need, if any, to reach the 2018
estimated KPIs on page 69.  In addition, disclose your year-to-date 2018 KPIs so that
investors can see what work remains to be done.
Management
Role of Board in Risk Oversight Process, page 79
12.Please discuss what role the board has in managing cybersecurity risk.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS,
page 91
13.Please identify the natural persons with voting and dispositive power over the shares held
by Pu Luo Chung VC Private Limited.
Exhibits
14.We note the forum selection provision in Article VIII of your bylaws.  Please include a
risk factor to discuss the effects of such a provision, including the possibility that the
exclusive forum provision may discourage stockholder lawsuits, or limit stockholders’
ability to bring a claim in a judicial forum that they find favorable for disputes with the
company and its officers and directors.
15.We note the importance of game publisher agreements to your business, as discussed on
page 70.  Please file your agreements with Epic Games and Supercell, or tell us why you
are not substantially dependent on these agreements pursuant to Item 601(b)(10).

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 4
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
October 10, 2018
Page 4

            You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure