United States securities and exchange commission logo





                              December 7, 2022

       Daniel Nelson
       Chief Executive Officer
       Signing Day Sports, Inc.
       8355 E Hartford Dr. Suite 100
       Scottsdale, AZ 85255

                                                        Re: Signing Day Sports,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
8, 2022
                                                            CIK No. 0001898474

       Dear Daniel Nelson:

              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.

       Draft Registration Statement on Form S-1 submitted November 8, 2022

       Prospectus Summary
       Our Historical Performance, page 1

   1.                                                   Please disclose that
your auditors have expressed substantial doubt about your ability to
                                                        continue as a going
concern.
   2.                                                   Please disclose that
upon the consummation of this offering, you will grant options to
                                                        certain employees and
officers to purchase shares of common stock. State the number of
                                                        options and the persons
to whom you will grant options.
 Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 2
Our Corporate History and Structure, page 6

3.       Tell us and disclose in your financial statements how you accounted
for the July 11, 2022
         Agreement and Plan of Merger between SDS LLC - AZ, SDSF LLC, SDSB LLC,
and
         SDS Inc. - DE (the    Merger Agreement   ).
4.       In your discussion regarding the July 11, 2022 Merger Agreement you
mention "claims
         related to certain simple agreements for future equity and convertible
notes." Please
         disclose detailed information about these simple agreements for future
equity and
         convertible notes.
Summary of Risk Factors, page 9

5.       We note that your officers and directors currently hold 59.2% of the
outstanding shares,
         including your Chief Executive Officer who holds 35% of the
outstanding shares. Clearly
         disclose in the prospectus summary and risk factor section that that
your executive officers
         and directors will be able to exercise significant influence over all
matters requiring
         shareholder approval following the offering and disclose their
percentage of voting power.
Risk Factors, page 11

6.       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 any known factors
particular to your offering that
         may add to this risk 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.
7.     Please revise your disclosure that your business, financial condition
and results of
       operations could be materially adversely affected by the evolving
situation related to
       COVID-19. Revise to specifically discuss the impact that the COVID-19
pandemic has
FirstName LastNameDaniel Nelson
       had on your business to date, rather than presenting the impacts as
hypothetical. Please
Comapany   NameSigning
       quantify the impactDay  Sports,
                           on your     Inc. and any COVID-related costs
incurred.
                                    revenues
December 7, 2022 Page 2
FirstName LastName
 Daniel Nelson
FirstName LastNameDaniel    Nelson
Signing Day  Sports, Inc.
Comapany7,
December   NameSigning
             2022         Day Sports, Inc.
December
Page 3    7, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 34

8.       You state that the increase in revenues in 2021 was due to an increase
in customers and
         the increase in general and administrative expenses was due to an
increase in operations.
         Please discuss the underlying factors that caused the increase in each
of these line items.
         To the extent material, disclose the total number of customers for
each period presented
         and separately disclose the number of customers who use the free trial
model versus the
         number of paying customers. Refer to Item 303(a)(3) of Regulation S-K
and SEC Release
         33-8350.
Business
Marketing and Sponsorship Agreements, page 56

9.       We note that under your sponsorship agreement with Goat Farm Sports,
you indicate that
         you will have access to athlete data. Please explain the nature of the
data collected under
         this agreement or other agreements and how athlete data is used or
intended to be used in
         your business. Include appropriate risk factor disclosure detailing
the risks and challenges
         of managing and safeguarding information regarding minors.
Report of Independent Registered Public Accounting Firm, page F-2

10.      We note that your independent accounting firm issued an audit report
after it withdrew
         registration from the PCAOB. Please provide an audit report issued by
a firm registered
         with the PCAOB at the time of issuance.
Consolidated Balance Sheets as of December 31, 2021 and 2020, page F-4

11.      Please disclose the name of the company audited at the top of each
financial statement
         included in the filing. As currently presented, it is not clear if the
audit report relates to
         the correct financial statements. We refer to guidance in Item 3 of
Regulation S-X.
Consolidated Statements of Operations, page F-5

12.      Please present cost of revenue in accordance with Item 5-03 of
Regulation S-X.

Note 1 - Principal Business Activity and Significant Accounting Policies
Internally Developed Software, page F-9

13.      Please explain in more detail your statement that, "It is at least
reasonably possible that the
         estimate of recoverability will change in the near term." Disclose in
your critical account
         estimates if internally developed software is at risk of impairment.
 Daniel Nelson
FirstName LastNameDaniel    Nelson
Signing Day  Sports, Inc.
Comapany7,
December   NameSigning
             2022         Day Sports, Inc.
December
Page 4    7, 2022 Page 4
FirstName LastName
Note 12 - Subsequent Events, page F-17

14.      We note that in September 2022, 1,385,500 stock options were granted.
Please provide us
         an analysis that includes the date and amount of each stock option
granted along with
         estimated fair value of the underlying shares of common stock.
Reconcile and explain the
         differences between the fair values determined on each grant date,
including the difference
         between the most recent grant date fair value and the midpoint of your
offering range.
         This reconciliation should describe significant intervening events
within the company and
         changes in assumptions with the valuation methodologies employed that
explain the
         changes in fair value of your common stock up to the filing of the
registration statement.
         Continue to provide us with updates to the above analysis for all
equity related
         transactions through the effectiveness date of the registration
statement.
General

15.      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.

        You may contact Inessa Kessman, Senior Staff Accountant, at
202-551-3371 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 Charli
Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Jan Woo, Legal Branch Chief, at
202-551-3453 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Louis Bevilacqua