TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 3, 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. Registration Statement on Form S-1 Filed October 14, 2022 File No. 333-267879 Dear Vadim Mats: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 General 1. 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. Vadim Mats The NFT Gaming Company, Inc. November 3, 2022 Page 2 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 Larry Spirgel, Office Chief, at 202-551-3815 with any other questions. Sincerely, FirstName LastNameVadim Mats Division of Corporation Finance Comapany NameThe NFT Gaming Company, Inc. Office of Technology November 3, 2022 Page 2 cc: Richard Friedman FirstName LastName