GMER 10-Q
Good Gaming, Inc. (GMER)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form
For
the quarterly period ended
or
For the transition period from ______ to ______
Commission
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Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| (Do not check if smaller reporting company) | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of August 13, 2021, there were issued and outstanding shares of common stock of the registrant, par value $0.001.
TABLE OF CONTENTS
| Page | ||
| Part I FINANCIAL INFORMATION | ||
| Item 1 | Financial Statements | F-1 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4 | Controls and Procedures | 11 |
| Part II OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 11 |
| Item 1A | Risk Factors | 11 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3 | Defaults Upon Senior Securities | 12 |
| Item 4 | Mine Safety Disclosures | 12 |
| Item 5 | Other Information | 12 |
| Item 6 | Exhibits | 12 |
| Signatures | 13 | |
| 2 |
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.
These risks and uncertainties, many of which are beyond our control, include, and are not limited to:
| ● | 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; and |
| ● | current and future competition. |
In addition, factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
| 3 |
PART 1
Item 1. Financial Statements
Good Gaming, Inc.
Consolidated Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
| June 30, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Prepaid expenses | - | |||||||
| Total Current Assets | ||||||||
| Digital Assets | - | |||||||
| Property and Equipment, Net | ||||||||
| Gaming Software, Net | - | - | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Derivative Liability | ||||||||
| Notes Payable | ||||||||
| Convertible Debentures, current | ||||||||
| Notes Payable - ViaOne Services | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Series A Preferred Stock | ||||||||
| Authorized: Preferred Shares, With a Par Value of $ Per Share Issued and Outstanding: Shares | ||||||||
| Series B Preferred Stock | ||||||||
| Authorized: Preferred Shares, With a Par Value of $ Per Share Issued and Outstanding: Shares | ||||||||
| Series C Preferred Stock | ||||||||
| Authorized: Preferred Shares, With a Par Value of $ Per Share Issued and Outstanding: Shares | ||||||||
| Series D Preferred Stock | ||||||||
| Authorized: Authorized: Preferred Shares, With a Par Value of $ Per Share Issued and Outstanding: Shares, | ||||||||
| Common Stock | ||||||||
| Authorized: Common Shares, With a Par Value of $ Per Share Issued and Outstanding: Shares | 76,207 | 65,374 | ||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-1 |
Good Gaming, Inc
Consolidated Statement of Operations
(Expressed in U.S Dollars)
(Unaudited)
| For the three months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | $ | ||||||
| Cost of Revenues | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General & Administrative | ||||||||
| Contract Labor | ||||||||
| Depreciation and Amortization Expense | ||||||||
| Professional Fees | ||||||||
| Total Operating Expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest Income | - | - | ||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Loss on disposal of fixed assets | - | - | ||||||
| Gain (Loss) on Change in Fair Value of Derivative Liability | ( | ) | ( | ) | ||||
| Total Other Income (Loss) | ( | ) | ( | ) | ||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Net Income (Loss) Per Share, Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Shares Outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-2 |
Good Gaming, Inc
Consolidated Statement of Operations
(Expressed in U.S Dollars)
(Unaudited)
| For the six months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | $ | ||||||
| Cost of Revenues | ||||||||
| Gross Profit | ( | ) | ||||||
| Operating Expenses | ||||||||
| General & Administrative | ||||||||
| Contract Labor | ||||||||
| Depreciation and Amortization Expense | ||||||||
| Professional Fees | ||||||||
| Total Operating Expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest Income | - | - | ||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Loss on disposal of fixed assets | - | - | ||||||
| Gain (Loss) on Change in Fair Value of Derivative Liability | ( | ) | ( | ) | ||||
| Total Other Income (Loss) | ( | ) | ( | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Share, Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Shares Outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-3 |
Good Gaming, Inc
Consolidated Statements of Cash Flows
(Expressed in U.S Dollars)
(Unaudited)
For the Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Operating Activities | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments To Reconcile Net Income (Loss) to Net Cash Used In Operating Activities | ||||||||
| Depreciation and amortization | ||||||||
| Loss on disposal of fixed assets | - | - | ||||||
| Change In Fair Value Of Derivative Liability | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Due from Affiliate | - | - | ||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts Payable and Accrued Liabilities | ||||||||
| Net Cash Provided By (Used in) Operating Activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Purchase of Digital Assets | ( | ) | - | |||||
| Purchase of Property and Equipment | - | ( | ) | |||||
| Net Cash Provided By (Used in) Investing Activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Repayment of Series D Preferred Stock | - | - | ||||||
| Proceeds From Note Payable | - | - | ||||||
| Proceeds From Sale Of Series D Preferred Stock | - | - | ||||||
| Due To ViaOne Services | ||||||||
| Net Cash Provided By (Used In) Financing Activities | ||||||||
| Change in Cash and Cash Equivalents | ||||||||
| Cash and Cash Equivalents, Beginning Of Period | ||||||||
| Cash and Cash Equivalents, End Of Period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-Cash Investing And Financing Activities | ||||||||
| Common Shares Issued for Conversion Of Debt | $ | $ | ||||||
| Shares Issued For Acquisition Of Software | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
Good Gaming, Inc.
Statements of Stockholders’ Equity (Deficit)
(Expressed in U. S. Dollars)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares B to common shares | $ | ( | ) | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | - | - | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares B to common shares | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Convertible Notes | - | - | - | - | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements
| F-5 |
Good Gaming, Inc.
Statements of Stockholders’ Equity (Deficit)
(Expressed in U. S. Dollars)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements
| F-6 |
Good Gaming, Inc.
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)
| 1. | Nature of Operations and Continuance of Business |
Good Gaming, Inc. (Formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company is a leading tournament gaming platform and online destination targeting over 250 million e-sports players and participants worldwide that want to compete at the high school or college level. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any substantial revenue to date. Beginning in 2018, the Company began deriving revenue by providing transaction verification services within the digital currency networks of cryptocurrencies. However, on December 12, 2018, the Company discontinued such transaction verification services by dissolving Crypto Strategies Group, Inc., its wholly-owned subsidiary. In 2021, the Company formulated a new plan to create a new game called “MicroBuddies™” that combines Ethereum ERC721 NFTs (Non-fungible tokens), game play, and crypto based DeFi (Decentralized finance) that will be played online. The game is set to launch in Q3 of 2021.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Certain reclassifications have been made to prior-year amounts to conform to the current period presentation.
Cash Equivalents
The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature.
Intangible Assets
Intangible
assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the
respective assets, generally
| F-7 |
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Derivative Liability
From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the statement of operations.
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2021 and December 31, 2020, the Company had and potentially dilutive shares from outstanding convertible debentures, respectively.
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions.
| F-8 |
Financial Instruments
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as at June 30, 2021 and 2020 as follows:
| Description | Fair Value Measurements at June 30, 2021 Using Fair Value Hierarchy | |||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Description | Fair Value Measurements at June 30, 2020 Using Fair Value Hierarchy | |||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.
| F-9 |
Advertising Expenses
Advertising
expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred.
The Company incurred $
Revenue Recognition
Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods.
Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company as it does not have any leases.
The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-10 |
| 3. | Other Assets |
Property and Equipment consisted of the following:
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Computers and servers | $ | $ | ||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation
expense for the three months ended June 30, 2021 and 2020 was $
| 4. | Digital Assets |
In 2021, the Company has been working to create a new game called MicroBuddies™ that will be played online and will use crypto-currencies. Digital Asset prices have been volatile in the past and may continue to be so in the future, owing to a variety of risks and uncertainties. Under current accounting rules, digital assets are considered indefinite-lived intangible assets. The Company needs to recognize impairment charges if any decrease in their fair values, whereas the Company may not make any upward revisions for market price increases until a sale. Thus, the carrying value represents the lowest fair value of the digital assets.
As
of June 30, 2021, the carrying value of the Company’s digital assets was $
The Company intends to hold the digital assets for long-term regardless of the manner of acquisition.
| F-11 |
| 5. | Debt |
Convertible Debentures
On
April 15, 2015, the Company issued a convertible debenture with the principal amount of $
The
Company entered into a line of credit agreement (“Line Of Credit”) with ViaOne on September 27, 2018 (the “Effective
Date”). This Line of Credit dated as of, was entered into by and between the Company and ViaOne. The Company had an immediate need
for additional capital and asked ViaOne to make a new loan(s) in an initial amount of $
| 6. | Derivative Liabilities |
The following inputs and assumptions were used to value the convertible debentures outstanding during the years ended June 30, 2021 and June 30, 2020:
The
projected annual volatility for each valuation period was based on the historic volatility of the Company of
A summary of the activity of the derivative liability is shown below:
| Balance, June 30, 2019 | $ | |||
| Change in value | ||||
| Balance, June 30, 2020 | ||||
| Change in value | ||||
| Balance, June 30, 2021 |
| F-12 |
| 7. | Common Stock |
Share Transactions for the Quarter Ended June 30, 2020:
None.
Share Transactions for the Quarter Ended June 30, 2021:
On March 8, 2021, Lincoln Acquisition converted shares of Preferred B Stock into of the Company’s common stock.
On May 18, 2021, Lincoln Acquisition converted shares of Preferred B Stock into of the Company’s common stock.
| 8. | Preferred Stock |
Our
Articles of Incorporation authorize us to issue up to
As of June 30, 2021, we had shares of our Series A preferred stock, shares of Series B preferred stock, shares of Series C Preferred Stock, and shares of Series D Preferred Stock issued and outstanding.
The
issued and outstanding shares of Series A Preferred Stock are convertible into shares of common stock at a rate of common shares
for each Series A Preferred Share. The issued and outstanding shares of Series B Preferred Stock are convertible into shares of
common stock at a rate of common shares for each Series B Preferred Share.
The
0 issued and outstanding shares of
The holders of Series A, Series B, Series C and Series D have a liquidation preference to the common shareholders.
| 9. | Warrant |
In
connection with the $
| F-13 |
| 10. | Related Party Transactions |
On
or around April 7, 2016, Silver Linings Management, LLC funded the Company $
On
November 30, 2016, ViaOne purchased a Secured Promissory Note equal to a maximum initial principal amount of $
On
May 5, 2017, ViaOne delivered a default notice to the Company pursuant to Section 6 of the Note Purchase Agreement but has subsequently
extended the due date and has increased the funding up to One Million ($
The Secured Promissory Note as amended increased from time to time due to additional advances provided to the Company by ViaOne.
On
September 1, 2017, the Company executed an amended Employee Services Agreement with ViaOne which stipulated that ViaOne would continue
providing to the Company services relating to the Company’s human resources, marketing, advertising, accounting and financing for
a monthly management fee of $
On
September 27, 2018, the Company and ViaOne, entered into a Line of Credit Agreement (the “LOC Agreement”), pursuant to which
the Company issued a secured promissory note with the initial principal amount of $
As
of June 30, 2021, the total amount the Company owed to ViaOne Services was $
The Company’s Chairman and Chief Executive Officer is the Chairman of ViaOne.
| 11. | Income Taxes |
The
Company has a net operating loss carried forward of $
The significant components of deferred income tax assets and liabilities at June 30, 2021 and 2020 are as follows:
| 2021 | 2020 | |||||||
| Net Operating Loss Carryforward | $ | $ | ||||||
| Valuation allowance | ( | ) | $ | ( | ) | |||
| Net Deferred Tax Asset | $ | $ | ||||||
The
income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates)
of
| 2021 | 2020 | |||||||
| Income tax recovery at statutory rate | $ | ( | ) | $ | ( | ) | ||
| Valuation allowance change | $ | |||||||
| Provision for income taxes | $ | $ | ||||||
| 11. | Commitments and Contingencies |
None.
| 12. | Subsequent Events |
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.
| F-14 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Statements
This Quarterly Report on Form 10-Q (“Form 10-Q”) may contain “forward-looking statements,” as that term is used in federal securities laws, about Good Gaming, Inc. (“GMER,” “we,” “our,” “us,” the “Company,” “management”) and its financial condition, results of operations and business. These statements include, among others:
| ● | statements concerning the potential benefits that we may experience from our business activities and certain transactions we contemplate or have completed; and |
| ● | statements of GMER’s expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause GMER’s actual results to be materially different from any future results expressed or implied by GMER in those statements. The most important facts that could prevent GMER from achieving its stated goals include, but are not limited to, the following: |
| (a) | volatility or decline of our stock price; |
| (b) | potential fluctuation of quarterly results; |
| (c) | failure of GMER to achieve revenues or profits; |
| (d) | inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans; |
| (e) | decline in demand for GMER’s products and services; |
| (f) | rapid adverse changes in markets; |
| (g) | litigation with or legal claims and allegations by outside parties against us, including but not limited to challenges to our intellectual property rights; and |
| (h) | insufficient revenues to cover operating costs. |
There is no assurance that GMER will be profitable, able to successfully develop, manage or market its products and services, be able to attract or retain qualified executives and personnel, able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, the exercise of outstanding warrants and stock options, or the conversion of convertible promissory notes, and other risks inherent in GMER’s businesses.
Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. GMER cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that GMER or persons acting on its behalf may issue. GMER does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.
| 4 |
Overview
The Company was incorporated on November 3, 2008 under the laws of the State of Nevada, to engage in certain business services. Our goal is to become a leading tournament gaming provider as well as an online destination, targeting over 250 million esports players and participants worldwide that want to compete at the high school or college level. We are a developmental stage business, have generated limited revenues to date and have a history of operating losses.
The Good Gaming platform was established in early 2014 by its founding members who recognized the need that millions of gamers worldwide desired to play games at competitive levels. The founders recognized that there was no structure or organization on a large scale for amateur gamers while professional esports was quickly establishing itself.
Good Gaming is effectively building the business infrastructure for the rapidly growing esports industry, similar to the high school and college athletic industry. Good Gaming is designed to be the gateway for amateur esports athletes to compete at the semi-professional level, improve their gaming skills, and interact with veteran gamers globally in a destination site and social networking framework.
Good Gaming differs from the professional level of the esports industry by focusing on more than approximately 250 million gamers that fall below the professional level but are above the casual level, classified as “amateurs.” Good Gaming distinguishes itself from its direct and indirect competitors by being the first company to offer multi-game, multi-console services at the amateur esports level. The Company is not exclusive to any particular hardware or software vendor.
On May 4, 2016, the Company announced that it had completed its first closed public beta testing of their 2.0 tournament platform to determine the functionality, speed, ease of use, and accuracy of the system and are preparing to enter into full-blown production.
On February 18, 2016, the Company, formerly HDS International Corp., acquired the assets of Good Gaming, Inc. from CMG Holdings Group, Inc. (OTCQB: CMGO). On that date, the Company’s former CEO, Paul Rauner, resigned. The Company appointed Vikram Grover to the positions of CEO and Director of the board of directors (the “Board”). Vikram Grover is a former Wall Street analyst and investment banker with more than 20 years of experience in telecommunications, media and technology. In addition, David Dorwart was elected by the majority shareholders to the Company’s Board. Mr. Dorwart is the Co-Founder and Chairman of Assist Wireless, Inc., a provider of lifeline wireless services to tens of thousands of subscribers primarily in the Midwest.
On June 27, 2017, the Board of Directors of the Company appointed David B. Dorwart as the Company’s Chief Executive Officer. On June 21, 2017, Mr. Dorwart was appointed to serve as the Chairman of the Board of Directors. David B. Dorwart, Chairman and CEO of Good Gaming, Inc., brings over 31 years of start-up entrepreneurism and executive level management to the Company. Mr. Dorwart was a CoFounder and CEO of dPi Teleconnect, a prepaid wireless provider, for 10 years. During his tenure, he grew the company from a start-up to $75 million in revenues before selling the company. Over the last 9 years, he has been involved with several other successful projects including Assist Wireless, Brooklet Energy Distribution, PayGo Distributors and Britton & Associates. He is currently the Chairman and CoFounder of ViaOne Services, a company which specializes in wireless communications and provides intricate multi-faceted services for start-up companies utilizing industry experts. By virtue of their ownership of this Series C Preferred Stock, ViaOne is the Company’s principal stockholder.
On June 27, 2017, the Company also bolstered its Board of Directors with executive level professionals by adding two seasoned individuals who specialize in organization and finance as well as the branding and marketing of established and emerging organizations which are poised to show significant growth.
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Domenic Fontana is currently the Sr. Vice President of ViaOne Services and a board member. He is an experienced CPA and financial executive who has worked in progressively more advanced executive roles throughout his career. Having worked at Verizon, Ebay and now ViaOne Services over the last 14 years, he has developed intimate and extensive knowledge of executive level management and the telecommunications industry. He has worked in all aspects of Finance, Accounting, Treasury, and Operations.
Jordan Majkszak Axt, a board member, is a results-producing marketing professional with over 15 years of experience successfully developing marketing and branding strategies. He has been consistently noted by executives, colleagues, and journalists for his specific expertise in bringing products and services online with a comprehensive digital go-to-market strategy. He has previously held executive level positions as Director of Marketing for ProfitPoint Inc. and Clutch Holdings LLC. He is currently Sr. Director of Marketing of ViaOne Services where he develops all marketing and customer acquisition strategies for 14 consumer facing brands.
On July 10, 2017, the Company’s Board of Directors elected David Dorwart its CEO. Additionally, the Board of Directors approved to elect Domenic Fontana and Jordan Axt to the Company’s Board of Directors.
On August 8, 2017, the board of directors of the Company accepted Vikram Grover’s resignation as the Treasurer of the Company and as a member of the Board, effective immediately.
On August 8, 2017, the Board of the Company accepted Barbara Laken’s resignation as the Secretary of the Company and as a member on the Board, effective immediately.
On August 9, 2017, the Company announced a strategic review of its business, which prompted improvements to its business model and a reduction in expenses designed to accelerate its move to free cash flow generation.
On August 29, 2017, Eric Brown became the Chief Operating Officer.
In September of 2017, the Company began focusing on its Minecraft server by enhancing the development staff and launched an offering of microtransactions after it saw the opportunity to generate revenue without adding a great deal of overhead. The initial offering of microtransactions exceeded revenue expectations and the Company has continued to expand the Minecraft server offerings. The Company also began pursuing the acquisition of additional Minecraft servers that were already established to begin scaling this effort.
In March of 2017, the Company began exploring potential partnerships with various franchise opportunities related to both LAN centers and Virtual Reality centers. Financial analysis and research on these opportunities is ongoing.
On March 21, 2018, the Company acquired Crypto Strategies Group, Inc. for consideration of $500.
On December 12, 2018, the Company dissolved Crypto Strategies Group, Inc.
In March 2019, the Company discontinued Minecade and Olimpo servers and decided to focus on Minecraft servers.
On March 11, 2019, Eric Brown resigned from the Chief Operating Officer’s position.
On March 19, 2021, the Company formulated a plan to begin the development of its new web-based game, “MicroBuddies™”. MicroBuddies™ combines Ethereum ERC721 NFTs (Non-fungible tokens), a unique game play style, and crypto based DeFi (Decentralized finance) using Ethereum ERC20 Fungible-Tokens that are produced by MicroBuddies™.
On May 25th, 2021, Good Gaming, Inc. filed for trademark on MicroBuddies™ and other related game terms.
On May 28th, 2021, the initial launch of MicroBuddies™ began with the “Genesis Event”, which is the sale of Nano Factory Tokens at a discounted rate of 0.05 Ethereum. We expect to raise the prices of Nano Factory Token prices to 0.15 Ethereum prior to full game launch in Q3 2021. Nano Factory Tokens obtained during the Genesis Event will be used to synthesize a Generation 0 Microbuddy™ when the game fully launches in the 3rd Quarter of 2021. Nano Factory Tokens are limited to 3 purchases per wallet. Unsold Nano Factory Tokens will be destroyed and no Nano Factory Tokens will be made available ever again.
| 6 |
Technology
In 2016, the Company completed its 2.0 tournament platform and thereafter ran dozens of robotic internal test tournaments and held numerous free-to-play tournaments on large scales with its partner The Syndicate, the owner of the world’s longest running online gaming guild that has 1,200 members worldwide. Good Gaming conducted two closed public beta tournaments of hundreds of participants in May 2016 in order to fully vet the system. After making roughly 100 fixes and changes to the system, it now runs smoothly. The system is designed to scale to 512,000 concurrent competitors. The Company has updated the system to handle team tournaments, which will further expand its opportunity to popular titles that have tens of millions of active players and has recently launched titles that have the potential for cross-platform play among Gaming PC, Microsoft Xbox and Sony PlayStation.
In 2017, the Company ran hundreds of tournaments on a regular basis with a dedicated customer base of over 30,000 members. Additionally, the Company expanded its website by offering content relevant to the member base with information relating to game play strategy and game news. This generated nearly 100,000 unique visits per month. In an effort to monetize that traffic, the Company employed the use of Google display advertising and tested a subscription model. After careful evaluation of the Company’s strategy, management decided to move away from free tournaments and custom content and focus on growing and monetizing our Minecraft server, which has grown substantially in popularity. This decision was a result of comprehensive competitive analysis and evaluations made in how the esports industry was shifting in its space. Tournaments and custom content are currently suspended while the Company grows revenue and focuses on expanding its efforts with Minecraft. The Company has also aggressively evaluated several business models and acquisition opportunities to resume its previous success as it is related to tournaments.
In 2018, the Company acquired the Minecade and Olimpo Minecraft servers in order to deliver on expansion efforts. This move, coupled with continued advancement of the core Good Gaming Minecraft server substantially increased revenues and traffic. By the end of the year, the Company struck a deal with a prominent Minecraft influencer, which resulted in the single highest monthly earnings achieved within the Minecraft division, to date.
In 2019, following a severe downturn of business in the Minecraft sector as a whole, the Company decided to temporarily suspend the Minecade and Olimpo networks and refocus its efforts back on the core Good Gaming server. Much of the year was spent upgrading and overhauling the server’s existing infrastructure, which had grown stale over prior years. The Company adapted its strategy to target long term success and consistency through major innovations in the SkyBlock and Prison game modes, and began work towards an ambitious full recode of the Minecade server.
In 2020, the Company finalized its infrastructure overhaul for use in upcoming releases. A new, experimental version of Prison, Prison MMO, was launched as an early access game mode in February 2020. Prison MMO is designed to be a self-sustaining Minecraft game mode which incorporates elements of the Massively Multiplayer Online video game genre. The Company expects steady growth from this mode as it continues developing Prison MMO. On April 1, 2020, the Company released its first iteration of a new SkyBlock gamemode, SkyBlock Spring, to some strong success. During the third quarter of 2020, the Company implemented a new workflow management style and released its summer edition of SkyBlock. The release of the summer edition signified a renewed focus on consistent growth through regular, player focused updates. The Company’s fall release of Prison in October 2020 resulted in its single highest revenue producing month of the year, to date.
In 2021, the Company kicked off the first quarter with major upgrades to its Winter edition of SkyBlock along with the release of its Winter edition of Prison. The Company used this period to experiment with new release schedules and game mechanics with the goal of identifying how to further strengthen future releases. Additionally, the Company formulated a plan to create a new web based game called “MicroBuddies™” that combines Ethereum ERC721 NFTs (Non-fungible tokens), game play, and crypto based DeFi (Decentralized finance) that will be played online. The game is set to launch in Q3 of 2021. The plans were formulated at the end of March which resulted in immediate development of the game and its related components.
Business Strategy
In the past, our management team’s strategy was to be a full-service company providing best in class tournaments, the best platform on which they are played, and content that is all about the esports world. We have looked at this strategy and have changed the way we view our business.
It was our ambition and strategy to be great at providing a place for amateurs to play. By focusing on what the gaming universe is lacking, it allowed us to focus on the promotion of teams, leagues and competition. We intended to begin with local servers and expand organically from there. We recognized there are millions of players who desire to compete within the gaming community.
In addition to focusing on our Minecraft division, the Company decided to invest in the creation of its new game, MicroBuddies™ that combines online game play, Ethereum ERC721 NFTs (MicroBuddies™), and generates its own cryptocurrency called GOO™ through DeFi breeding. This will allow us to enter the emerging NFT and DeFi gaming space. Initial revenues from MicroBuddies™ will come from the sale of Nano Factory Tokens that will be used to synthesize generation 0 of MicroBuddies™. Ongoing MicroBuddies™ revenues will be generated from a 5% royalty on all of the sales of MicroBuddy™ NFTs in third party marketplaces. We will continue to devote resources to developing and modifying Minecraft assets by introducing new SkyBlock Seasons and Minecraft Prison game modes within our server. We feel that we have learned how to monetize this business segment and will be able to continue to grow and have it as a meaningful part of our business strategy.
Offices
Our executive offices are located at 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our telephone number is (888) 295-7279.
| 7 |
Recently Issued Accounting Pronouncements
None.
RESULTS OF OPERATIONS
Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2020. This means that our auditors believed there was substantial doubt that we could continue as an ongoing business for the next twelve months from the date of issuance of this going concern opinion unless we obtained additional capital. We generated little revenue in the past. We have completed the development of our website, sourced out suppliers for products to sell and sourced out customers to buy our products. Accordingly, we need to raise cash from sources other than operations. Our other source for cash at this time is investments by others in our company and the revenue we generate from the sales of our products. We need to raise cash to continue our project and build our operations.
Plan of Operation – Milestones
We are at an early stage of our new business operations. Over the next twelve months, our primary target milestones include:
| 1 | Continue to achieve substantial growth within our Minecraft division. |
| 2 | Complete the sales of the Nano Factory Tokens during the Genesis Event with MicroBuddies™ and successfully launch and promote awareness of the MicroBuddies ™ game |
| 3 | Continue to evaluate opportunities which have synergies to our existing business line. |
| 4 | Anticipate sustainable financial profitability in 2022. |
Limited operating history and need for additional capital
There is limited historical financial information about us upon which to base an evaluation of our performance relating to our new business direction. We have generated little revenue. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
| 8 |
Results of Operations
The three months ended June 30, 2021 as compared to June 30, 2020
● Working Capital
| June 30, 2021 | June 30, 2020 | |||||||
| Current Assets | $ | 5,145 | $ | 26,517 | ||||
| Current Liabilities | 6,984,781 | 3,417,972 | ||||||
| Working Capital (Deficit) | $ | (6,979,636 | ) | $ | (3,391,455 | ) | ||
● Operating Revenues
We have generated $53,837 in revenue in the three months ended June 30, 2021 and $4,544 in revenue in the three months ended June 30, 2020, which reflects an increase of $49,293 or 1085%. The increase in revenue was attributed to the sales of Nano Factory Tokens (NFTs) for the new game called MicroBuddies™.
● Operating Expenses and Net Loss
Operating expenses for the three months ended June 30, 2021 were $149,439 compared with $105,296 for the three months ended June 30, 2020, which reflects an increase of $44,143 or 42%. The increase in expenses was attributed to a change in professional fees, contract labor and advertising expenses that are directly related to the new game MicroBuddies™.
During the three months ended June 30, 2021, the Company recorded net loss of $3,442,183 compared with a net loss of $554,012 for the three months ended June 30, 2020, which reflects a decrease in net income of $2,888,172 or 521%. The decrease to net income was attributed to the change in value of the Company’s derivative liabilities.
The Six months ended June 30, 2021 as compared to June 30, 2020
● Operating Revenues
We have generated $60,529 in revenue in the six months ended June 30, 2020 and $5,326 in revenue in the six months ended June 30, 2020, which reflects an increase of $55,203 or 1036% attributed to the sales of Nano Factory Tokens (NFTs) for the new game called MicroBuddies™.
● Operating Expenses and Net Loss
Operating expenses for the six months ended June 30, 2020 were $250,811 compared with $207,408 for the six months ended June 30, 2020, which reflects an increase of $43,403 or 21% was attributed to a change in professional fees, contract labor and advertising expenses that are directly related to the new game MicroBuddies™.
During the six months ended June 30, 2020, the Company recorded a net loss of $3,311,016 compared with a net loss of $638,079 for the six months ended June 30, 2020, which reflects a decrease of $2,672,937 or 419%. The decrease in net loss was attributed to the change in value of the Company’s derivative liabilities.
● Liquidity and Capital Resources
As of June 30, 2021, the Company’s cash balance consisted of $5,145 compared to cash balance of $2,124 as of June 30, 2020. The increase in the cash balance was attributed to the increase in financing that we received for day-to-day activities. As of June 30, 2021, the Company had $61,718 in total assets compared to total assets of $33,472 at June 30, 2020. The increase in total assets was attributed to the purchase of digital assets that create NFTs for MicroBuddies for a limited period of time.
As of June 30, 2021, the Company had total liabilities of $6,984,781 compared with total liabilities of $3,417,973 as of June 30, 2020. The increase in liabilities was attributable to increase in financing and derivative liabilities.
As of June 30, 2021, the Company has a working capital deficit of $6,979,636 compared with a working capital deficit of $3,391,546 as of June 30, 2020 with the increase in the working capital deficit attributed to an increase in financing the Company received for general working capital purposes and the change in value of the Company’s derivative liabilities.
| 9 |
Cash flow from Operating Activities
During the three months ended June 30, 2021, the Company used $169,460 of cash for operating activities compared to the use of cash in an amount of 220,669 for operating activities during the three months ended June 30, 2020, which reflects a decrease of $51,209 or 23.21%. The decrease in the use of cash for operating activities was attributed to the change in value of the Company’s derivative liabilities offset by expenses related with MicroBuddies.
Cash flow from Investing Activities
The Company had $51,778 in cash used in investing activities compared to $5,335 for the quarter ended June 30, 2021 and June 30, 2020. The Company decided to purchase digital assets that create NFTs for MicroBuddies.
Cash flow from Financing Activities
During the year ended June 30, 2021, the Company received $224,078 of proceeds from financing activities compared to $226,124 during the year ended June 30, 2020, which reflects a decrease of $2,045 or 0.09%. The decrease in proceeds from financing activities was due to the decrease in financing that we received for day-to-day activities.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern for a period of one year from the issuance of these financial statements without further financing.
Off-Balance Sheet Arrangements
As of June 30, 2021, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Future Financings
We will continue to rely on equity sales of our preferred shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders.
There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the three-month period ended June 30, 2021 covered by this quarterly report on Form 10-Q, such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and accounting functions were performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer and Chief Financial Officer did not possess accounting expertise and our company does not have an audit committee. This weakness was due to the Company’s lack of working capital to hire additional staff. Subsequently, with the completion of transition in the management and Board, the financial management will be led by a certified public accountant with extensive accounting experience who follows the standards of U.S. generally accepted accounting principles and internal controls procedures to ensure the faithful representation of the financial statements, including the results of operations, financial position, and cash flows of the reporting entity.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal proceedings
To our best knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.
Item 1–A. Risk factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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Item 2. Unregistered sales of equity securities and use of proceeds
There were no issuance of unregistered sales of equity securities during the three months ended June 30, 2021.
Item 3. Defaults upon senior securities
None.
Item 4. Mine safety disclosures
Not Applicable.
Item 5. Other information
None.
Item 6. Exhibits
| 12 |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Good Gaming, Inc. | ||
| (the “Registrant”) | ||
| August 16, 2021 | ||
| BY: | /s/ David B. Dorwart | |
| David B. Dorwart | ||
| Principal Executive Officer | ||
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