United States securities and exchange commission logo





                             June 23, 2020

       John McMahon
       Chief Executive Officer
       Audition Showdown, Inc.
       40 King Street West, Suite 1700
       Toronto, Ontario, Canada, M5H 3Y2

                                                        Re: Audition Showdown,
Inc.
                                                            Amendment No. 1 to
                                                            Offering Statement
on Form 1-A
                                                            Filed May 12, 2020
                                                            File No. 024-11213

       Dear Mr. McMahon:

              We have reviewed your amended offering statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your offering statement and the
information you
       provide in response to this comment, we may have additional comments.

       Amendment No. 1 to Offering Statement on Form 1-A

       Plan of Distribution, page 22

   1.                                                   Please add disclosure
explaining how you will process subscriptions made by credit
                                                        card. For example,
disclose who will process credit card subscriptions, the amount
                                                        of processing fees or
other charges associated with credit card subscriptions, and whether
                                                        the company or
investors will pay such fees.
 John McMahon
Audition Showdown, Inc.
June 23, 2020
Page 2

        You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at
(202) 551-
3453 with any other questions.



                                                         Sincerely,
FirstName LastNameJohn McMahon
                                                         Division of
Corporation Finance
Comapany NameAudition Showdown, Inc.
                                                         Office of Technology
June 23, 2020 Page 2
cc:       Jeanne Campanelli
FirstName LastName