SEC – ‘UPLOAD’ from 3/11/05 re: Gaming & Entertainment Group Inc – ‘LETTER’

On:  Friday, 3/11/05, at 12:38pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/26/05   ·   Accession #:  0-5-11616

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   2±    10K 


March 11, 2005                                                                  

Mail Stop 0409                                                                  

Gregory L. Hrncir                                                               
President                                                                       
Gaming & Entertainment Group, Inc.                                              
6757 Spencer Street                                                             
Las Vegas, NV  89119                                                            

Re:     Gaming & Entertainment Group, Inc.                                      
Registration Statement filed on Form S-3                        
Filed March 4, 2005                                             
File No. 333-123149                                             

Dear Mr. Hrncir:                                                                

This is to advise you that we have reviewed only those          
portions                                                                        
of the above registration statement that relate to the delaying                 
amendment.  We have the following comment.                                      

General                                                                         

Please revise the cover page of your registration statement to                  
include a delaying amendment.  We refer you to Rule 473 of                      
Regulation                                                                      
C.                                                                              

*  *  *  *                                                                      

As appropriate, please amend your filing immediately in             
response to this comment.  You may wish to provide us with marked               
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed decision.  Since the company and its management are in              
possession of all facts relating to a company`s disclosure, they                
are                                                                             
responsible for the accuracy and adequacy of the disclosures they               
have made.                                                                      

Before the amended registration statement is declared           
effective                                                                       
pursuant to Section 8 of the Securities Act, the company should                 
provide us a letter, acknowledging that:                                        

?       should the Commission or the staff, acting pursuant to                  
delegated                                                                       
authority, declare the filing effective, it does not foreclose the              
Commission from taking any action with respect to the filing;                   

?       the action of the Commission or the staff, acting pursuant to           
delegated authority, in declaring the filing effective, does not                
relieve the company from its full responsibility for the adequacy               
and                                                                             
accuracy of the disclosure in the filing; and                                   

?       the company may not assert staff comments and the declaration           
of                                                                              
effectiveness as a defense in any proceeding initiated by the                   
Commission or any person under the federal securities laws of the               
United States.                                                                  

In addition, please be advised that the Division of             
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in connection with our review of                
your                                                                            
filing or in response to our comments on your filing.                           

If you have any questions, please call Jeffrey Shady at (202)   
942-1901 or me at (202) 942-1766.                                               

Sincerely,                                                                      

Elaine Wolff                                                                    
Branch Chief                                                                    

??                                                                              

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Gaming & Entertainment Group, Inc.                                              
Page 2                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/26/05		CORRESP,  UPLOAD
Filed on:		3/11/05		UPLOAD
		3/4/05		S-3,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/04/05  Gaming & Entertainment Group Inc. S-3                    3:103K                                   Toppan Merrill/FA