United States securities and exchange commission logo





                              April 17, 2023

       James Knopf
       Chief Executive Officer
       Gamer Pakistan Inc
       35 E Horizon Ridge Parkway, Suite 110-481
       Henderson, NV 89002-7906

                                                        Re: Gamer Pakistan Inc
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted March 21,
2023
                                                            CIK No. 0001948884

       Dear James Knopf:

              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.

       Amendment No.2 to Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   Please remove the
Filing Fee Table from the cover page and file a completed filing fee
                                                        table as an exhibit to
this registration statement. Refer to Item 601(b)(107) of Regulation
                                                        S-K.
   2.                                                   You state that you
expect the initial public offering price will be between $4.00 and $5.00
                                                        per share, but that you
have selected the lower price point of $4.00 per share to use as the
                                                        actual sales price
"given recent market turmoil." If you believe that the offering is likely
                                                        to price at $4.00 per
share, please explain how $4.00 to $5.00 is a bona fide estimate of
                                                        the range. See
Instruction 1 to Item 501(b)(3) of Regulation S-K. Please also tell us why
                                                        you are choosing the
low point of the range, as opposed to the midpoint, to use in the
 James Knopf
Gamer Pakistan Inc
April 17, 2023
Page 2
         disclosure throughout the prospectus. We also note your disclosure on
page 21 that if you
         do not price at at least $4.00 per share, you will not proceed with
the offering. Please
         clearly disclose this on the cover page.
Table of Contents, page i

3.       Please ensure that the Table of Contents accurately reflects the
content of the registration
         statement. As one example only, on page 10 of the registration
statement there is a section
         titled "Summary of Certain Financial Data" formatted as a new section,
but it is not
         included in the Table of Contents. Refer to Item 502(a) of Regulation
S-K.
Prospectus Summary, page 1

4.       Please ensure that the Prospectus Summary does not contain any factual
inaccuracies. As
         one example only, on page 7 you state "Activision Blizzard   s World
of Warcraft
         announced a mobile version will be available later in 2022." However,
it appears that no
         such mobile version of World of Warcraft is currently on the market.
5.       We note your disclosure on page 29, describing your ability to
continue as a going
         concern. Please also include such disclosure in this section,
including whether you expect
         that your existing cash balances will be sufficient to meet working
capital and capital
         expenditure needs for the next twelve months. Please also clearly
state that you have not
         generated any revenue to date, and disclose the amount of your
accumulated deficit.
6.       You note that, in management's opinion, Pakistan is one of the largest
and fastest growing
         esports markets in the world. However, the citation you provide in the
prospectus does
         not appear to support this statement. Please explain and revise as
necessary.
7.       Please disclose here, or elsewhere as appropriate, the material terms
of the agreement
         between ESP and IUCPSS, and the assignment and consulting agreement
between ESP
         and K2 Gamer.
Risk Factors, page 11

8.       Please update your disclosure to address the risk of inflation, if
material, and how such
         risk may impact the development of your business.
Risks Related to Our Business
If our acquisition of 90% of K2 Gamer is not approved by the Securities and
Exchange
Commission of Pakistan, this could have a material..., page 11
FirstName LastNameJames Knopf
9.     Please update this risk factor, and elsewhere in the registration
statement where you
Comapany    NameGamer
       discuss           Pakistan
               the K2 Gamer        Inc
                               acquisition approval process, to disclose the
requirements for, and
       status
April 17, 2023of,Page
                  approval
                      2    from the Securities and Exchange Commission of
Pakistan.
FirstName LastName
 James Knopf
FirstName   LastNameJames Knopf
Gamer Pakistan   Inc
Comapany
April       NameGamer Pakistan Inc
       17, 2023
April 317, 2023 Page 3
Page
FirstName LastName
The current and potential effects of the coronavirus may impact our business,
results of
operations and financial condition., page 14

10.      Please update your Covid-19 risk factor to describe the current state
of this risk to your
         business. For example, we note that by February 2022 many of the
Covid-19 restrictions
         in place in Pakistan had been lifted.
We may require additional financing if we are successful, and cannot be certain
that such
additional financing will be available on..., page 14

11.      We note that the number of months you will be able to operate with the
net proceeds is
         still blank, but on page 25 you disclose that the proceeds would be
enough for two years.
         Please clarify this discrepancy.
Our revenues and profitability depend on many factors for which no assurances
can be given.,
page 15

12.      We note here, and elsewhere in the registration statement, references
to increasing
         revenue. However, you also state, such as on page 28, that you have
generated no revenue.
         Please make clear in your disclosure that there are risks associated
with not only your
         ability to expand your revenues, but your ability to begin generating
revenue.
Failure to adequately protect our intellectual property and curb the sale of
counterfeit
merchandise could injure our trademarks., page 19

13.      We note this risk factor that your trademarks may be infringed.
However, on page 43 you
         disclose that at this stage you do not have any trademarks. Please
update this risk factor to
         make clear that at this stage you do not have any intellectual
property protection.
We will rely on other third-party data and live-streaming providers for
real-time and accurate
data and/or live streams for mobile..., page 20

14.      Please disclose the streaming services you use and rely on, as you do
on page 36 of the
         registration statement.
Use of Proceeds, page 25

15.      We note you have included "Acquisition of Game Developer" and "Loan
Repayment" in
         your Use of Proceeds section. For the planned acquisition, please
disclose the identity of
         such businesses, if known, or, if not known, the nature of the
businesses to be sought, the
         status of any negotiations with respect to the acquisition, and a
brief description of such
         business shall be included. Similarly, for the loan repayment, please
disclose the interest
         rate and maturity of such indebtedness. If the indebtedness to be
discharged was incurred
         within one year, describe the use of the proceeds of such indebtedness
other than short-
         term borrowings used for working capital. Refer to Item 504 of
Regulation S-K.
 James Knopf
FirstName   LastNameJames Knopf
Gamer Pakistan   Inc
Comapany
April       NameGamer Pakistan Inc
       17, 2023
April 417, 2023 Page 4
Page
FirstName LastName
List of Our Planned Gamer Esports Events in 2023, page 39

16.      To the extent you are substantially dependent on any of the university
competitions
         discussed in these sections, or any of the agreements with the
universities and
         organizations listed on page 40, please file the agreements as
exhibits to the registration
         statement. See Item 601(b)(10)(ii) of Regulation S-K.
Facilities, page 43

17.      We note your disclosure on page 43 regarding the K2 Gamer and ESP
corporate office. To
         provide additional context to investors, please disclose the duration
of the lease.
18.      Please clarify what is meant by "virtual facility." Refer to Item 102
of Regulation S-K.
Government Regulation, page 44

19.      You disclose that online gambling has gained significant scrutiny in
Pakistan, and that
         gambling is expressly prohibited. You also note that you will be
subject to various U.S.
         and foreign laws and regulations that affect your ability to organize
and operate your
         planned mobile esports business. Please disclose the specific existing
and probable laws
         and regulations that are material to an understanding of the business,
and how they will
         effect the business. To the extent that you need government approval
for any of your
         esports operations, please disclose the particular approval(s)
required and the status of
         such approval. See Item 101(h)(4)(viii)-(ix) of Regulation S-K.
Material Agreements, page 44

20.      We note that you refer to certain of these agreements as "Memorandum
of Understanding"
         or "Letter(s) of Intent." Please clarify whether you have signed
definitive agreements for
         each agreement discussed in this section. Please also disclose that
status of the
         Memorandum of Understanding with Nick Venezia, and clarify whether you
have a
         financial commitment to provide funding to Newco upon completion of
this offering.
Management, page 46

21.      We note on page 20 your risk factor describing any disruptions in your
network or
         telecommunications services and the corresponding risks to your
e-sports business. Since
         cybersecurity and cyber-attacks are a potential risk, please also
disclose in this section the
         nature of the board's role in overseeing your cybersecurity risks,
including in connection
         with the company's third party providers.
22.      You indicate that multiple people hold the title of CEO and President.
Please revise to
         disclose the executive officers and directors of the registrant (Gamer
Pakistan) or
         otherwise explain how the individuals listed here are related to Gamer
Pakistan. Please
         ensure that the description of business experience covers the past
five years. For each
         director, briefly discuss the specific experience, qualifications,
attributes or skills that led
 James Knopf
Gamer Pakistan Inc
April 17, 2023
Page 5
         to the conclusion that the person should serve as director for the
registrant in light of the
         registrant's business and structure. See Item 401 of Regulation S-K.
Certain Relationships and Related-Party Transactions, page 53

23.      Please include disclosure on a transaction-by-transaction basis for
all transactions covered
         by Item 404(d)(1) of Regulation S-K. Please ensure that you include
all of the information
         required by Item 404.
24.      We note that you refer to certain of these agreements as "Memorandum
of Understanding"
         or "Letter(s) of Intent." Please clarify whether you have signed
definitive agreements for
         each agreement discussed in this section. Please also disclose that
status of the
         Memorandum of Understanding with Nick Venezia, and clarify whether you
have a
         financial commitment to provide funding to Newco upon completion of
this offering.
The Nasdaq Capital Market Listing, page 56

25.      We note you plan on listing under the ticker "GAMR." However, we note
that the ticker
         GAMR is currently being used by Wedbush ETFMG Video Game Tech ETF.
Please
         clarify this discrepancy.
Discounts and Expenses, page 65

26.      We note that the line item "Proceeds, before expenses, to us" states
"$4.60." We believe
         this item should be "$3.60," please clarify this discrepancy.
Lock-Up Agreements, page 67

27.      Please file as an exhibit a form of the lock-up agreement mentioned in
this section.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2

28.      Please tell us why your independent public accounting firm issued a
"draft report" opinion
         on your financial statements or make arrangements for them to revise
their report to
         comply with the requirements of Article 8.01(b)(1) of Regulation S-X,
including
         removing the notion that it is a draft report.
Notes to Financial Statements
Note 8 - Subsequent Events, page F-12

29.    You disclose that pursuant to agreements with the three current owners
of K2 Gamer,
       you will acquire 90% of the stock of K2 Gamer upon approval of the
proposed transfer by
FirstName LastNameJames Knopf
       the Securities and Exchange Commission of Pakistan and that the transfer
is expected to
Comapany
       occurNameGamer
             in March orPakistan
                          April of Inc
                                   2023. Please tell us, and disclose in your
submission, your
       expected
April 17,        accounting
          2023 Page  5      for the transaction.
FirstName LastName
 James Knopf
FirstName   LastNameJames Knopf
Gamer Pakistan   Inc
Comapany
April       NameGamer Pakistan Inc
       17, 2023
April 617, 2023 Page 6
Page
FirstName LastName
30.      Regarding the proposed transfer of K2 Gamer to you, please tell us
your consideration for
         providing the information required by Rule 8.04 and 8.05 of Regulation
S-X.
31.      Please tell us in greater detail the facts and circumstances regarding
the assignment to K2
         Gamer by ESP of all of its rights with respect to the exploitation of
sports and esports, and
         your proposed accounting thereof.
General

32.      Please file the SII loan as an exhibit. See Item 601(b)(10) of
Regulation S-K.
33.      We note disclosure of industry data and market data derived from
various sources. To the
         extent you commissioned any of the third party data you cited, provide
the consent of the
         third party in accordance with Rule 436.
34.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit the materials,
if any, to us for our
         review.
35.      You state on page 1 that references to "Company," "we," "us," "our,"
"GAMER," or
         similar references include K2 Gamer. To the extent that you have not
completed the
         acquisition of K2 Gamer, please clarify which statements in the
prospectus relate only to
         K2 Gamer. For example, where you state that "we organized and held 27
separate
         championships," if the championships were organized and held only by
K2 Gamer, please
         specifically disclose this fact.
       You may contact Patrick Kuhn at 202-551-3308 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services