| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting
Firm
On June 20, 2023, the Audit Committee
(the “Audit Committee”) of the Board of Directors of The NFT Gaming Company, Inc, (the “Company”) approved the
dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting
firm effective June 20, 2023.
The audit reports of D. Brooks
on the Company’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2022 and 2021
did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company’s two
most recent fiscal years ended December 31, 2022 and 2021, and in the subsequent interim period through June 20, 2023, (i) there were
no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with D.
Brooks on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of D. Brooks, would have caused D. Brooks to make reference to the subject matter of such disagreement in
connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The Company provided D. Brooks
with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time this report was filed with
the Securities and Exchange Commission (the “SEC”) and requested that D. Brooks furnish a letter addressed to the SEC stating
whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of D. Brooks’ letter,
dated June 20, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of Independent Registered Public Accounting Firm
On June 21, 2023, the Audit Committee
appointed Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm to
audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2023.
During our two most recent fiscal
years ended December 31, 2022 and 2021 and in the subsequent interim period through June 21, 2023, neither the Company nor anyone on the
Company’s behalf consulted Salberg regarding (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, in connection
with which either a written report or oral advice was provided to the Company that Salberg concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either
the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable
event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.