United States securities and exchange commission logo
September 26, 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. 5 to
Draft Registration Statement on Form S-1
Submitted September
12, 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. Unless we note otherwise, our references to prior comments are
to comments in our
September 1, 2022 letter.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany 26,
September NameThe
2022 NFT Gaming Company, Inc.
September
Page 2 26, 2022 Page 2
FirstName LastName
Amended Draft Form DRS-S-1 filed on September 12, 2022
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
1. We note your response to prior comment 5. We also note on page 47 that
you anticipate
earning NFT revenues from NFT sales (minting fees), NFT commissions,
and NFT
royalties. We further note that you expect to pay royalties,
blockchain related fees and
other cost associated with NFTs. In light of the complex nature of
your anticipated future
NFT revenues, please expand your response to comment 5 and provide us
with a
reasonably detailed description of how you plan to recognize various
types of NFT
revenues and their related costs. In your response please address:
how you expect to identify each type of NFT performance
obligation;
whether such performance obligations will include obligations
related to your
planned operating platform Gaxos;
how you plan to allocate revenues between multiple performance
obligations per
NTF contracts with customers;
when and how NFT revenues will be recognized, at a point in time
or over time; and
if applicable, how you plan to measure and account for variable
revenues generated
under NFT contracts.
Similarly, address how you plan to account for Polygon Network (MATIC)
and other
NFT transaction costs related your recognition of revenues from
contracts with
customers. Please expand your revenue recognition policy disclosures
accordingly.
2. We note on page F-9 that you anticipate earning royalty revenues and
other revenues that
will not be remitted to you in the form of fiat currencies. We further
note on page 45 that
you will not accept cryptocurrency payments directly, but plan to use
a third-party vendor
to accept and process your cryptocurrency payments on our behalf. The
third-
party vendor will send the cryptocurrency to your custodial wallet and
then to convert the
cryptocurrency into U.S. dollars. With a view towards expanded
disclosure, please tell us
how you plan to account for such transactions and how you expect to
present them in your
financial statements. Also, tell us how you will determine the fair
value of the non-cash
consideration in accordance with ASC 606-10-32-21.
Note 3 Stockholders' Equity, page F-9
3. Please clarify whether or not your historical financial statements
give effect to the planned
1 for 1.33 reverse split.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany 26,
September NameThe
2022 NFT Gaming Company, Inc.
September
Page 3 26, 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 Matthew Derby, Staff Attorney, at 202-551-3334
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Richard Friedman