Good Gaming, Inc 10-K for FY2023

Good Gaming, Inc. (GMER)

10-K 2024-04-01 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Good Gaming, Inc filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3443; down 64.2% from $9609 a year earlier
Net loss: $864.98K; compared with a net loss of $2.11M a year earlier
Diluted EPS: -$0.01; compared with -$0.02 a year earlier

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Securities registered pursuant to Section 12(b) of the Act:		Securities registered pursuant to section 12(g) of the Act:
NONE		COMMON STOCK

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

	●	our growth strategies;
	●	our anticipated future operations and profitability;
	●	our future financing capabilities and anticipated need for working capital;
	●	the anticipated trends in our industry;
	●	acquisitions of other companies or assets that we might undertake in the future;
	●	current and future competition.

2022	High Bid		Low Bid
First Quarter, Ending March 31	$	0.1000	$	0.0200
Second Quarter, Ending June 30	$	0.0855	$	0.0356
Third Quarter, Ending September 30	$	0.0820	$	0.0206
Fourth Quarter, Ending December 31	$	0.0895	$	0.0259

2023	High Bid		Low Bid
First Quarter, Ending March 31	$	0.0505	$	0.0251
Second Quarter, Ending June 30	$	0.0450	$	0.0166
Third Quarter, Ending September 30	$	0.0270	$	0.0140
Fourth Quarter, Ending December 31	$	0.0155	$	0.0087

●	101,443,667 shares are freely tradable without restrictions (commonly referred to as the “public float”)
●	19,095,442 shares are currently subject to the restrictions and sale limitations imposed by Rule 144.

1	Continue to achieve growth in our Galactic Acres™ mobile game community while launching ancillary mobile gaming experiences. We will have announcements regarding our continuing plans over the next few months. .
2	Relaunch the NFT Breeding game MicroBuddies™. Expand revenue opportunities in the Web3 gaming segment. In 2024, the Company has plans to expand our player base through strategic partnerships beginning with the ViaOne Services distribution partnership.
3	The Company has plans to expand our efforts in the connected Web3 gaming space. We will have announcements regarding our efforts in the Web3 gaming space over the coming months.

	December 31, 2023			December 31, 2022
Current Assets	$	397,850		$	941,348
Current Liabilities		520,277			426,385
Working Capital (Deficit)	$	(122,427	)	$	514,963

Index to Financial Statements		Page

Report of Independent Registered Public Accounting Firm		18

Balance Sheets as of December 31, 2023 and December 31, 2022		19

Statement of Operations for the years ended December 31, 2023 and December 31, 2022		20

Statement of Cash Flows for the years ended December 31, 2023 and December 31, 2022		21

Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and December 31, 2022		22

Notes to Financial Statements		23


Victor Mokuolu, CPA PLLC
We have served as the Company’s auditor since 2022.

Houston, Texas

March 29, 2024
PCAOB ID: 6771

	December 31, 2023			December 31, 2022
ASSETS
Current Assets
Cash and Cash Equivalents	$	304,225		$	931,868
Prepaid expenses		93,625			9,480
Total Current Assets		397,850			941,348
Digital Assets		4,597			113,091
Property and Equipment, Net		0			1,557
Due from Tebex		147			-
Intangible Assets, Net		81,800			-
TOTAL ASSETS	$	484,394		$	1,055,996
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$	101,906		$	426,385
Accounts Payable - Related Party		418,371			-
Accounts Payable and Accrued Expenses	$	101,906		$	426,385
Derivative Liability		-			-
Notes Payable		-			-
Convertible Debentures, current		-			-
Notes Payable - ViaOne Services		-			-
Total Current Liabilities		520,277			426,385

Total Liabilities		520,277			426,385

Stockholders’ Deficit
Class A Preferred Stock
Authorized: 2,000,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 7,500 Shares		8			8

Class B Preferred Stock
Authorized: 249,999 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 19,296 and 19,296 Shares, respectively		19			19

Class C Preferred Stock
Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Shares		1			1

Class D Preferred Stock
Authorized: Authorized: 350 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 0 Shares		-			-
Class E Preferred Stock
Authorized: Authorized: 2,750,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 57,663 Shares		58			58
Preferred stock value		58			58
Common Stock
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 119,799,454 and 110,923,594 Shares, respectively		119,799			110,924

Warrant		333			333
Additional Paid-In Capital		10,455,738			10,265,127
Accumulated Deficit		(10,611,838	)		(9,746,860	)
Total Stockholders’ Equity (Deficit)		(35,882	)		629,610
TOTAL LIABILITIES & EQUITY (DEFICIT)	$	484,394		$	1,055,996


	For the Years Ended December 31,
	2023			2022
Revenues	$	3,443		$	9,609
Cost of Revenues		293,234			305,574
Gross Profit		(289,791	)		(295,965	)
Operating Expenses
General & Administrative		(105,571	)		588,469
Contract Labor		2,465			51,800
Depreciation and Amortization Expense		1,558			4,111
Professional Fees		795,911			1,013,027
Total Operating Expenses		694,363			1,657,407
Operating Loss		(984,154	)		(1,953,372	)
Other Income (Expense)
Gain on Digital Assets		120,887			13,498
Impairment Cost		(220	)		(168,027	)
Other Income		668			-
Other Expense		(2,160	)		-
Total Other Income (Loss)		119,175			(154,529	)
Net Income (Loss)	$	(864,979	)	$	(2,107,901	)
Net Income (Loss) Per Share, Basic and Diluted	$	(0.01	)	$	(0.02	)
Weighted Average Shares Outstanding		119,799,454			110,923,594


	For Year End December 31,
	2023			2022
Operating Activities

Net Income (Loss)	$	(864,979	)	$	(2,107,901	)

Reconcilation of Non-Cash Financing and Investment Activites
Purchase of Digital Assets		(725	)		(5,004	)
Reclass Digital Assets		(456	)		2,411
Write-off Digital Assets		2,160			-
Net Reconcilation of Non-Cash Financing and Investment Activites		979			(2,593	)

Adjustment To Reconcile Net Loss to
Adjustments To Reconcile Net Loss to Net Cash Used In Operating Activities
Net Cash Used In Operating Activities
Due from Tebex		(147	)		-
Depreciation and Amortization		1,558			4,111
Stock based compensation		190,609			308,364
Gain on Digital Assets		(120,887	)		(13,498	)
Impairment Cost		220			168,027
Changes in operating assets and liabilities
Prepaid expenses		(84,145	)		(147	)
Accounts Payable- Related Party		418,371			-
Accounts Payable		(324,479	)		127,369

Net Cash Provided By (Used in) Operating Activities		(783,879	)		(1,513,675	)

Investing Activities
Selling Digital Assets		228,181			39,400
Purchase of Intangible Assets		(81,800	)		-

Net Cash Provided By (Used in) Investing Activities		146,381			39,400

Financing Activities
Class B Stock: Preffered Stock		-			(1	)
Common Stock: Conversion		8,876			7,398
Payment on Note Interest		-			(6,628	)
Net Cash Provided By (Used In) Financing Activities		8,876			770

Change in Cash and Cash Equivalents		(627,643	)		(1,476,098	)

Cash and Cash Equivalents, Beginning Of Period		931,868			2,407,966

Cash and Cash Equivalents, End Of Period	$	304,225		$	931,868

Supplemental disclosure of cash flow information
None.

Non-Cash Investing And Financing Activities
None.


	Preferred Stock																						Common Stock				Warrants				Additional
	Class A				Class B						Class C				Class D				Class E												Paid-in		Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2021		7,500		8		20,296			20			1		1		-		-		57,663		58		103,526,044		103,526		3,333,333		333		9,956,764		(7,638,959	)		2,421,751
Conversion of preferred shares B to common shares		-		-		(1,000	)		(1	)		-		-		-		-		-		-		1,000		1		-		-		-		-			-
Stock Based Compensation		-		-		-			-			-		-		-		-		-		-		7,396,549		7,396		-		-		308,364		-			315,760
Net income (Loss)		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-		(2,107,901	)		(2,107,901	)

Balance, December 31, 2022		7,500		8		19,296			19			1		1		-		-		57,663		58		110,923,593		110,923		3,333,333		333		10,265,128		(9,746,860	)		629,610
Balance		7,500		8		19,296			19			1		1		-		-		57,663		58		110,923,593		110,923		3,333,333		333		10,265,128		(9,746,860	)		629,610
Stock Based Compensation		-		-		-			-			-		-		-		-		-		-		7,396,549		8,876		-		-		190,609		-			199,486
Conversion of preferred shares B to common shares		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-		-			-
Net Income (Loss)		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-		(864,979	)		(864,979	)

Balance, December 31, 2023		7,500		8		19,296			19			1		1		-		-		57,663		58		118,320,142		119,799		3,333,333		333		10,455,737		(10,611,839	)		(35,882	)
Balance		7,500		8		19,296			19			1		1		-		-		57,663		58		118,320,142		119,799		3,333,333		333		10,455,737		(10,611,839	)		(35,882	)

	2023			2022
	December 31,
	2023			2022
Computers	$	22,285		$	22,285
Accumulated Depreciation		(22,285	)		(20,727	)
	$	-		$	1,558

	2023			2022
Net Operating Loss Carryforward	$	452,708		$	452,708
Valuation allowance		(452,708	)	$	(452,708	)
Net Deferred Tax Asset	$	-		$	-

	2023			2022
Income tax recovery at statutory rate	$	181,646		$	442,659
Valuation allowance change		(181,646	)	$	(442,659	)
Provision for income taxes	$	-		$	-

	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is the important entity-level control over the Company’s financial statements. Currently, the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – Until June 30, 2017, we did not maintain sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. From June 30, 2017 through December 31, 2023, due to the change in corporate officers and board of directors, we have implemented appropriate cash controls and enforced separation of accounting functions to appropriately maintain cash controls.

	3.	We implemented appropriate information technology controls – As of December 31, 2023, we retain copies of all financial data and material agreements. There is a formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

	1.	Our Board of Directors has nominated a financial expert on our Board of Directors.

	2.	We have appointed additional personnel to assist with the preparation of our monthly financial reporting, which includes preparation of the monthly bank reconciliations.

Name	Age	Position
David Dorwart	64	CEO, Director

Domenic Fontana	43	CFO, Director

Jordan Axt	43	CMO, Director

David Sterling	58	COO, Director

	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	Engaging in any type of business practice; or

	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
	Any Federal or State securities or commodities law or regulation; or

	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

David		2022		-0-		-0-		58,217		-0-		-0-		-0-		-0-		58,217
Dorwart, Chairman, CEO		2023		-0-		-0-		37,039		-0-		-0-		-0-		-0-		37,039

Domenic		2022		-0-		-0-		12,466		-0-		-0-		-0-		-0-		12,466
Fontana, CFO		2023		-0-		-0-		7,962		-0-		-0-		-0-		-0-		7,962

Jordan		2022		-0-		-0-		12,466		-0-		-0-		-0-		-0-		12,466
Axt, CMO		2023		-0-		-0-		7,962		-0-		-0-		-0-		-0-		7,962

David		2022		-0-		-0-		9,376		-0-		-0-		-0-		-0-		9,376
Sterling, COO		2023		-0-		-0-		5,946		-0-		-0-		-0-		-0-		5,946

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
David Dorwart(1)		8,027,826		6.66	%
Domenic Fontana		1,178,960		0.98	%
Jordan Axt		1,179,254		0.98	%

David Sterling		507,058		0.42	%
All officers and directors as a group (four persons)		10,893,098		9.04	%

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by security holders		26,627,348	$	0.02		9,615,285
Equity compensation plans not approved by security holders		-	$	-		-
Total		26,627,348	$	0.02		9,615,285

	-	Disclosing such transactions in reports where required;
	-	Disclosing in any and all filings with the SEC, where required;
	-	Obtaining disinterested directors consent; and
	-	Obtaining shareholder consent where required.

FISCAL YEAR ENDED DECEMBER 31,	AMOUNT		PRINCIPAL ACCOUNTING FIRM

2023	$	14,000		Victor Mokuolu CPA, PLLC
2022	$	4,500		Victor Mokuolu CPA, PLLC

(4)	Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approved all accounting related activities prior to the performance of any services by any accountant or auditor.

(5)	The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

Exhibit No.		Description
3.1		Articles of Incorporation of the Company (1)
3.2		Bylaws of the Company (2)
14.1		Code of Ethics (3)
23.1		Consent of Independent Registered Public Accounting Firm
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema
101.CAL		Inline XBRL Taxonomy Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Definition Linkbase
101.LAB		Inline XBRL Taxonomy Label Linkbase
101.PRE		Inline XBRL Taxonomy Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 4, 2018.
(2)	Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed on March 24, 2009.
(3)	Incorporated by reference to Exhibit 14.1 to the Company’s Form 10-k filed on March 29, 2011.

	Good Gaming, Inc.

	By:	/s/ David B. Dorwart
		David Dorwart
		Chief Executive Officer

Signature	Title	Date

/s/ David B. Dorwart
David Dorwart	Chief Executive Officer and Chairman of the Board	April 1, 2024

/s/ Domenic Fontana
Domenic Fontana	Chief Financial Officer and Director	April 1, 2024

/s/ Jordan Axt
Jordan Axt	Chief Marketing Officer and Director	April 1, 2024

/s/ David Sterling
David Sterling	Chief Operating Officer and Director	April 1, 2024

1	I have reviewed this annual report on Form 10-K for the year ended December 31, 2023 of Good Gaming, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: