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responselettertosecregame

July 12, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

  Attention:

  Nicholas
Nalbantian

  Erin
Jaskot

  Patrick
Kuhn

  Joel
Parker

Re:

Gamer Pakistan Inc.

Draft Registration Statement on Form S-1

CIK No. 0001948884

Dear Ladies and Gentlemen:

On behalf of our client, Gamer Pakistan Inc. (the
“Company”),
we are providing this leter in response to the comments of the
staff of the U.S. Securities and Exchange Commision’s
Division of Corporation Finance (“Staff”) contained in
its letter dated June 22, 2023 (the “Comment Letter”),
relating to the Company’s Amendment No. 3 to Draft
Registration Statement on Form S-1 confidentially submitted on June
6, 2023 (the “Draft Registration
Statement”).

The
Company concurrently is filing herewith the Registration Statement
on Form S-1 (the “Registration Statement”), which
reflects changes made in response to certain of the comments
contained in the Comment Letter. A copy of the Registration
Statement marked to show all changes from the Draft Registration
Statement is being provided supplementally with a copy of this
letter for the convenience of the Staff.

The responses below correspond to the numbering and headings of the
paragraphs contained in the Comment Letter, which for your
convenience we have incorporated into this response letter in
bold.

Amendment No. 3 to Draft Registration Statement on Form S-1
Cover
Page

1.

Please
disclose on the outside front cover page of the prospectus the
price at which the selling shareholders will sell their shares. We
note your disclosure elsewhere that selling stockholders may sell
the resale shares at prevailing market prices or privately
negotiated prices after close of the offering and listing of your
common stock on Nasdaq. Please disclose, if true, that selling
shareholders will not make any sales until your shares are listed
on a national securities exchange, such as Nasdaq, or quoted on the
OTC Bulletin Board, OTCQX or OTCQB, or if they do, such sales will
be made at a fixed price (and disclose such price) until such
listing or quotation.

We have
revised the cover page to discuss the price at which the selling
stockholders may sell their shares and that they will not make any
sales until the Company’s shares are listed on
Nasdaq.

Prospectus Summary, page 1

2.

Where
you discuss the agreement between IUCPSS and ESP here and elsewhere
throughout the registration statement, please clarify what it means
that it is an exclusive right to exploit and monetize sports and
esports. If the agreement is essentially a license agreement to use
certain logos, etc., please clearly state this. Please clarify, if
accurate, that IUCPSS does not compensate you, K2 Gamer, or ESP
under the agreement, and that the agreement is not related to the
events or championships you have participated in. Please also
clarify your precise role in such championships, as we note that
these events were not revenue-generating events for you. Please
clarify what it means that you "organized and conducted" such
events. Similarly, please indicate the significance of the events,
ESP-Member partner universities, and ESP-IUCPSS member universities
listed on pages 37-41. Based on the disclosure, your involvement in
the events listed is unclear. In addition, it is unclear how the
"Logo Agreements" listed relate to your business.

We have
clarified that the exclusive rights relate to the rights held by
IUCPSS, have identified the agreement as a license, that IUCPSS
provides non-monetary assistance but no cash compensation, and that
ESP and K2 Gamer have organized and conducted university esports
tournaments. We have clarified what “organized and
conducted” entails. The lists you refer to indicate the
universities that have signed agreements. Logo agreements that
enable ESP and/or K2 Gamer to create and utilize logos for
universities or teams can generate revenue for them.

3.

We
note your response to comment 5 and reissue in part. We acknowledge
the disclosure added to page 7 of the registration statement, but
please also disclose whether you expect that your existing cash
balances, not including the expected proceeds of this offering,
will be sufficient to meet working capital and capital expenditure
needs for the next twelve months.

We have
clarified that without the proceeds from this offering we do not
believe that the company can continue as a going concer for the
next 12 months. We also have clearly stated in several relevant
locations that no revenues have been generated to date, and have
indicated the amount of the company’s accumulated
deficit.

4.

We
note your response to comment 6 and reissue. The citation has not
been changed, please provide a new citation, or otherwise clarify
how Management concludes that Pakistan is the largest and fastest
growing esports market in the world.

We have
provided a new citation that supports the statement made, which
statement has been modified. We believe it is now clear in the
prospectus that Gamer Pakistan itself has not conducted any
activities, which have been conducted by ESP and K2 Gamer. We also
have modified the disclosure regarding the acquisition of 90% of
the stock of K2 Gamer by Gamer Pakistan to indicate that the
Securities and Exchange Commission of Pakistan approved the
transfer on July 10, 2023. As of that date K2 Gamer became 90%
owned by Gamer Pakistan.

5.

We
note that in response to comment 31 you indicate that K2 Gamer did
not generate any revenue for the year ended December 31, 2022. We
also note that you intend to conduct your operations through both
K2 Gamer and ESP. Please clearly indicate here, and elsewhere as
appropriate, that neither K2 Gamer nor ESP have generated revenue
to date, if accurate. Please indicate the reason for your proposed
acquisition of K2 Gamer given that it does not have revenue
generating operations.

We have
clarified that neither K2Gamer nor ESP has generated any revenue to
date.

6.

We
note your response to comment 35. However, it continues to remain
unclear which activities were conducted by Gamer Pakistan versus K2
Gamer. Please tell us what activities Gamer Pakistan has conducted
to date, if any. For example, please tell us whether the 27
championships held between November 2021 and November 2022 were
conducted by Gamer Pakistan or K2 Gamer, and revise your disclosure
throughout the prospectus to make this clear. If Gamer Pakistan has
not conducted any activities to date, please clearly disclose this
up front in the Summary, and elsewhere as appropriate. Please also
revise throughout to clearly present the company's current
relationship with K2 Gamer and ESP. We note, for example, that some
of your disclosure suggests that you have already obtained rights
from ESP, while your disclosure on page 13 says that your business
prospects depend upon the strength of rights obtained from ESP,
which suggests that you have not yet obtained such rights. In
addition, your disclosure states that you "have focused on having
K2 Gamer and/or ESP enter into agreements with universities...,"
which suggests that you have some control over the activities of K2
Gamer and ESP. Please indicate any overlap in the management or
ownership of Gamer Pakistan, K2 Gamer, and ESP.

We have
clarified that no activities have been conducted by Gamer Pakistan
itself. As noted above, we also have clarified that the acquisition
of 90% of K2 Gamer became effective on July 10, 2023, which
resulted in ESP being an affiliate of Gamer Pakistan as well, and
have indicated the overlap in management.

Risks Related to Our Common Stock, page 20

7.

We
note recent instances of extreme stock price run-ups followed by
rapid price declines and stock price volatility seemingly unrelated
to company performance following a number of recent initial public
offerings, particularly among companies with relatively smaller
public floats. Revise to include a separate risk factor addressing
the potential for rapid and substantial price volatility and
discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility,
including any stock-run up, may be unrelated to your actual or
expected operating performance and financial condition or
prospects, making it difficult for prospective investors to assess
the rapidly changing value of your stock.

We have
added a risk factor related to the matters set forth in this
comment.

Use of Proceeds, page 23

8.

We
note your response to comment 15 and reissue in part. Please
include in footnote 4 additional details on the terms of the loan
or a cross-reference to where such additional details can be
found.

The Use
of Proceeds table includes footnotes as to where the agreements
referred to and the SII loan are described.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital, page
27

9.

Please
address the following:

●

Clarify
what periods your tabular disclosure on page 27 relates to and tell
us how it

reconciles
to your statements of cashflows.

●

You
state that as of March 31, 2023, you had $231,902 in working
capital. You appear to have a working capital deficit for this
period. Revise or explain your calculation.

We have
revised the tabular disclosure and corrected the statement
regarding working capital.

Government Regulation, page 43

10.

We
note your response to comment 19 and reissue in part. Please
disclose the specific existing and probable laws and regulations
that are material to an understanding of the business. We note that
your current disclosure refers to "various" Pakistani and
international rules and regulations. In addition, you refer to
potential future rules and laws that may ban esports without
specifying what jurisdiction these new rules may come from or their
current status.

We have
modified the disclosure to clarify that there are no current or
likely regulations material to the understanding of the
company’s business, and that no jurisdiction is considered
likely at this time to ban esports.

Material Agreements, page 43

11.

Please
file the ESP/IUCPPS Agreement as an exhibit to the registration
statement.

This
agreement will be filed as an exhibit and is listed as an exhibit
to be filed.

Agreement with Pixel Colony, LLC, page 44

12.

Please
explain what the "GAMER Core Platform" is and how it relates to
your business. Please also disclose the material terms of the
agreement, such as the obligation to make payments under the
agreement. For example, please indicate if there is a minimum
payment amount that is guaranteed. In this regard, we note that you
are using $1.2 million of proceeds from the offering for payments
under this agreement.

We have
added an explanaton of the platform and how it relates to the
company’s business. The principal terms of the agreement are
described.

Management, page 45

13.

We
note your response to comment 21 and reissue. Seeing as your
disclosure states that cybersecurity risks are material to your
business, please disclose the nature of the board’s role in
overseeing the company’s cybersecurity risk management, the
manner in which the board administers this oversight function and
any effect this has on the board’s leadership structure. If
no specialized process for cybersecurity risks exists, please
disclose as much.

We do
not consider the oversight of the company’s cybersecurity
risk management to be necessary at the Board level. Other than as
part of its overall supervision of the Company and its business.
The relevant officers and.or employees will oversee the
Company’s cybersecurity risk management. This modern risk is
a risk for virtually every public company.

14.

We
note your response to comment 22 and reissue in part. Please ensure
that

the
description of business experience covers the past five years. As
one example only for illustration purposes, Michael Lang's bio does
not clearly describe his business experiences for the past five
years. As a related matter, we note the inclusion of multiple "?"s
in the bio of Jim Knopf, we believe this to be a typo or typeface
error. Refer to Item 401 of Regulation S-K.

We have
revised the bio for Michael Lang and delted the inadvertent
“?”s in the bio of Jim Knopf. We believe this section
now complies with Item 401 of Regulation S-K.

Certain Related Party Transactions, page 52

15.

We
note your response to comment 23 and reissue. Please include
disclosure on a transaction-by-transaction basis for all
transactions covered by Item 404(d)(1) of Regulation S-K. In
particular, please ensure that you disclose the approximate dollar
value of the amount involved in the transactions, and in the case
of indebtedness the largest aggregate amount of principal
outstanding during the period for which disclosure is provided.
Refer to Items 404(a)(3)-(5) of Regulation S-K, as incorporated by
Item 404(d)(1) of Regulation S-K.

We have
expanded our disclosure to provide the required disclosure for each
transaction.

16.

We
note your response to comment 24 and reissue. Please provide
disclosure as to the material agreements in this section, as you
have done in response to comment 20.

We have
expanded our disclosure to provide the required disclosure for each
transaction.

17.

We
note your disclosure on page 42 that the CEO of K2 Gamer, Muhammad
Jamal Qureshi, is providing you office space free of charge with no
lease. Please ensure that this relationship, and its monetary
value, is properly disclosed in this section.

We have
modified this disclosure to reflect the relationship and monetary
value.

18.

We
note your disclosure on pages 28 and F-16 that you have received an
undocumented loan of $75,000 from a related party stockholder.
Please ensure this transaction is disclosed in this
section.

We have
added disclosure regarding this transaction.

Underwriting

Discounts and Expenses, page 64

19.

We
note your response to comment 26 and reissue. We believe that the
correction to the S-1 has not yet been made as the disclosure still
states "$4.60." Please correct to "$3.60" or advise us
otherwise.

We have
corrected the amount.

Financial Statements

Report of Independent Registered Public Accounting Firm, page
F-2

20.

We
note your response to comment 28. Please make arrangements with
your independent public accounting firm for them to revise their
report to remove the notation that it is a draft
report.

The
independent public account firm has revised their report to remove
the “draft report” notation.

If you have any questions or comments concerning this submission or
require any additional information, please do not hesitate to
contact me by phone at (310) 283-1035 or e-mail at
etswanson@att.net.

Sincerely,

/s/ Edward T. Swanson Esq.

Edward T. Swanson, Esq.

cc:

James Knopf, Chief Executive Officer of the Company
(jknopf24@gmail.com)