United States securities and exchange commission logo
September 1, 2022
Vadim Mats
Chief Executive Officer
The NFT Gaming Company, Inc.
101 Eisenhower Parkway, Suite 300
Roseland, NJ 07068
Re: The NFT Gaming
Company, Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted August
19, 2022
CIK No. 0001895618
Dear Mr. Mats:
We have reviewed your amended 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. 4 to Draft Registration Statement on Form S-1
Dilution, page 38
1. Correct the amount of
historical net tangible book value and net tangible book value per
share as of June 30,
2022. We note the reported net tangible book value amount of
$1,799,067 exceeds
total assets as of June 30, 2022.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany 1,
September NameThe
2022 NFT Gaming Company, Inc.
September
Page 2 1, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis
Results of Operations for the three and six months ended June 30, 2022, page 42
2. In accordance with Item 303(c) of Regulation S-K, please discuss
changes in each of the
operating expense line-items for the six months ended June 30, 2022.
Also, in light of
your Plan of Operations discussed at page 48, address known trends,
events, and
uncertainties regarding your research and development fees.
Financial Statements
Condensed Statements of Operations, page F-12
3. Revise your income statement presentation to classify expenses
according to their
function. For example, it appears the amounts reported as compensation
and related
benefits should be allocated to the functional line-items "general and
administrative
expenses" and "research and development."
Note 2. Summary of Significant Accounting Policies
Capitalized Software Costs, page F-17
4. It appears from the disclosures on page 48 that you have completed the
development of
three games and have up to four more games in early production. In
light of the material
expenditures of research and development costs reported for the six
months ended June
30, 2022, explain for us how you applied your accounting policy for
capitalization of
software and determined that no such costs were capitalizable as of
June 30, 2022.
5. Tell us, and disclose if material, whether you are currently
developing NFT's. Tell us how
you plan to account for NFT assets and NFT transactions. In your
response, please refer
to all pertinent accounting literature you expect to rely upon.
General
6. Please revise your Selling Stockholder table on page Alt-1 to disclose
the natural person
or persons who exercise the sole or shared voting and/or dispositive
powers with respect
to the shares held by the entities named in the table.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany 1,
September NameThe
2022 NFT Gaming Company, Inc.
September
Page 3 1, 2022 Page 3
FirstName LastName
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352
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 Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Matt Derby, Staff Attorney, at 202-551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Richard Friedman