Gaming Platform Development - The company is developing a gaming platform called "Gaxos," which will integrate conventional games with unique in-game features as non-fungible tokens (NFTs) to enhance user experiences [88]. - The company plans to launch proprietary games that allow gamers to mint affordable NFTs with unique features, usable across its network of games [89]. Financial Position - As of March 31, 2023, the company had approximately $1,556,000 in cash exceeding the FDIC limit of $250,000 [101]. - As of March 31, 2023, the company had cash of $2,213,151 and short-term investments of $3,509,398, totaling $5,722,549 in liquid assets [132]. - The accumulated deficit as of March 31, 2023, was $2,969,458, indicating ongoing financial challenges [133]. - The company expects to require significant capital to sustain operations and execute its long-term business plan, indicating a need for additional financing [140]. Revenue Generation - Revenue will be generated from the sale of in-game NFTs, recognized upon delivery to customers, with payments accepted in both USD and digital currencies [113]. - The company plans to generate revenue from advertising fees, recognized ratably over the agreed advertising service period [117]. - Royalty revenues will be recognized when it is probable that the company will collect the fee owed, typically upon notification of an NFT sale on a third-party platform [117]. - Transaction fee revenues will be recognized on the date of the respective transaction, with current transaction fees being negligible [117]. Research and Development - Research and development costs are expensed as incurred, including labor and outside development costs [114]. - Research and development fees decreased to $104,551 for the three months ended March 31, 2023, from $150,495 in the same period of 2022, a decrease of 30.6% [124]. Operational Performance - For the three months ended March 31, 2023, the company reported no revenue from operations and does not anticipate generating revenue in the foreseeable future [121]. - The company reported a loss from operations of $1,542,332 for the three months ended March 31, 2023, compared to a loss of $308,209 in the same period of 2022, an increase of 400.5% [129]. - The net loss for the three months ended March 31, 2023, was $1,536,031, or a net loss per common share of $0.14, compared to a net loss of $307,838, or $0.03 per share, in the same period of 2022, an increase of 399.5% [131]. - Net cash used in operations for the three months ended March 31, 2023, was $933,858, compared to $185,405 in the same period of 2022 [135]. IPO and Financing - The company closed an IPO on February 17, 2023, issuing 1,686,747 shares for gross proceeds of approximately $7 million and net proceeds of $5,958,470 [138]. Other Financial Metrics - The company recorded $18,156 of unrealized gains as a component of other comprehensive loss for the three months ended March 31, 2023 [105]. - The company accounts for digital currencies and other digital assets as indefinite-lived intangible assets at historical cost, with no such assets held as of March 31, 2023 [106]. - General and administrative expenses increased significantly to $1,437,781 for the three months ended March 31, 2023, compared to $157,714 in the same period of 2022, an increase of 811.5% [125].

Revenue Generation - The company did not generate any revenues from operations during the year ended December 31, 2022, and for the period from October 27, 2021, to December 31, 2021[251]. - The company anticipates that it will not generate revenue for the foreseeable future until a critical mass of users is achieved[251]. - The company plans to generate revenue from the sale of in-game NFTs, advertising fees, royalty revenues, commission from third-party sales, and transaction fees[244][247]. Research and Development - Research and development fees increased to $824,523 in 2022 from $6,810 in 2021, an increase of approximately $817,713 due to labor and outside development costs[254]. - The company expects research and development fees to increase in the future as the development of games accelerates[254]. - The company plans to capitalize development and production service payments to third-party developers as internal-use software development costs and licenses[253]. - The company plans to pursue research and development of its products, requiring significant capital beyond current resources[267]. Financial Condition - The company has no cash equivalents as of December 31, 2022, and 2021, and held approximately $1,578,000 in cash exceeding FDIC limits as of December 31, 2021[234][236]. - As of December 31, 2022, the company had approximately $679,781 in cash and an accumulated deficit of approximately $1.4 million[262]. - The company has not experienced any losses on its invested cash to date, but any loss or lack of access to funds could significantly impact its financial condition[235]. Expenses - General and administrative expenses for the year ended December 31, 2022, totaled $599,573, a significant increase from $5,445 in 2021[255]. - Compensation and related benefits increased to $369,914 in 2022 from $0 in 2021, due to the hiring of executive officers and employees[256]. - Professional fees rose to $164,495 in 2022, primarily due to accounting, legal, and recruiting fees associated with the IPO[257]. Losses - The company reported a loss from operations of $1,424,096 for the year ended December 31, 2022, compared to a loss of $12,255 in 2021, reflecting an increase of $1,411,841[259]. - Net loss for the year ended December 31, 2022, was $1,421,172, or $0.14 per common share, compared to a net loss of $12,255, or $0.00 per common share, in 2021[261]. - Net cash used in operations for the year ended December 31, 2022, was $1,260,425, primarily due to the net loss adjusted for changes in operating assets and liabilities[263]. IPO and Investments - The company closed its IPO on February 17, 2023, issuing 1,686,747 shares for gross proceeds of approximately $7 million, with net proceeds of $5.9 million[266]. - The company incurred net cash used in investing activities of $62,836 in 2022, related to a software and patent license agreement[264]. Digital Assets - The company accounts for digital currencies and other digital assets as indefinite-lived intangible assets at historical cost[237]. - The company plans to launch its gaming platform "Gaxos," which will allow users to mint unique in-game NFTs[224][225].

As filed with the Securities and Exchange Commission on February 7, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 87-3288897 (Primary Standard Industrial Classification Code Number) (I.R.S. Employe ...

As filed with the Securities and Exchange Commission on January 20, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––– Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Class ...

As filed with the Securities and Exchange Commission on January 20, 2023. –––––––––––––––––––– Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7372 87-3288897 (I.R.S. Employer Identification Number) Registration Statement ...

As filed with the Securities and Exchange Commission on January 3, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––– Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) ____________________ Copies to: Richard A. Friedman, Esq. Stephen Cohen, Esq. Sheppard, Mullin, Richter & Hampton LLP 3 ...

As filed with the Securities and Exchange Commission on January 3, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––– Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classi ...