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