GOOD GAMING, INC. [GMER] Filings

10-Q 1 form10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended Sept 30, 2022.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 000-53949

Good Gaming, Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-3917807

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification Number)

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

(Address of principal executive offices and Zip Code)

(888) 295-7279

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

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.

YES ☒ 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).

YES ☒ 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	☐

Non-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 ☐ NO ☒

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 September 30, 2022, there were 108,704,629 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	13
Item 4	Controls and Procedures	13

Part II OTHER INFORMATION

Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Mine Safety Disclosures	14
Item 5	Other Information	14
Item 6	Exhibits	14
	Signatures	15

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.

PART 1

Item 1. Financial Statements

Good Gaming, Inc.

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	September 30, 2022			December 31, 2021
ASSETS
Current Assets
Cash and Cash Equivalents	$	1,205,502		$	2,407,966
Prepaid expenses	$	21,228			9,334
Total Current Assets	$	1,226,730			2,417,300

Digital Assets	$	113,541			304,427
Property and Equipment, Net	$	2,585			5,669
Gaming Software, Net	$	-			-
TOTAL ASSETS	$	1,342,856		$	2,727,396
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$	388,347		$	299,017
Derivative Liability	$	-			-
Notes Payable	$	-			6,628
Convertible Debentures, current	$	-			-
Notes Payable Related Party- ViaOne Services	$	-			-
Total Current Liabilities	$	388,347			305,645

Total Liabilities	$	388,347			305,645

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 Shares		19			20
Class C Preferred Stock
Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Share		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		58			58
Preferred Stock Value		-			-
Common Stock
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 108,704,629		108,705			103,526
Warrant		333			333
Additional Paid-In Capital		10,145,071			9,956,764
Accumulated Deficit		(9,299,687	)		(7,638,959	)
Total Stockholders’ Deficit		954,508			2,421,751
TOTAL LIABILITIES & STOCKHOLDER’S DEFICIT	$	1,342,856		$	2,727,396

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)

	2022			2021
	For three months ended September 30
	2022			2021
Revenues		3,244		$	269,355
Cost of Revenues		96,122			10,226
Gross Profit		(92,878	)		259,129

Operating Expenses
General & Administrative		169,943			199,631
Contract Labor		1,200			15,850
Depreciation and Amortization Expense		1,028			540
Professional Fees		217,826			236,155
Total Operating Expenses		389,997			452,176
Operating Loss		(482,874	)		(193,047	)
Other Income (Expense)
Gain on Digital Assets		-			-
Impairment Cost		(120	)		-
Loss on Stock Conversion		-			-
Gain on Debt Settlement		-			-
Loss on disposal of fixed assets		-			-
Interest Income		-			-
Interest Expense		-			(22,140	)
Gain (Loss) on Change in Fair Value of Derivative Liability		-			(12,110,000	)
Total Other Income (Loss)		(482,994	)		(12,132,140	)

Net Income (Loss)		(482,994	)	$	(12,325,187	)

Net Income (Loss) Per Share, Basic and Diluted		(0.00	)	$	(0.15	)

Weighted Average Shares Outstanding		108,704,629			81,792,707

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)

	2022			2021
	For the Nine months ended September 30
	2022			2021
Revenues	$	4,988		$	329,885
Cost of Revenues	$	196,688			19,803
Gross Profit	$	(191,700	)		310,082

Operating Expenses
General & Administrative	$	513,536			236,581
Contract Labor	$	50,600			40,850
Depreciation and Amortization Expense	$	3,083			1,619
Professional Fees	$	747,360			423,937
Total Operating Expenses	$	1,314,579			702,987
Operating Loss	$	(1,506,279	)		(392,905	)
Other Income (Expense)
Gain on Digital Assets	$	13,498			-
Impairment Cost	$	(167,948	)		-
Loss on Stock Conversion	$	-			-
Gain on Debt Settlement	$	-			-
Loss on disposal of fixed assets	$	-			-
Interest Income	$	-			-
Interest Expense	$	-			(38,004	)
Gain (Loss) on Change in Fair Value of Derivative Liability	$	-			(15,205,294	)
Total Other Income (Loss)	$	(154,450	)		(15,243,298	)

Net Income (Loss)	$	(1,660,729	)	$	(15,636,203	)

Net Income (Loss) Per Share, Basic and Diluted	$	(0	)	$	(0.19	)

Weighted Average Shares Outstanding		108,704,629			81,792,707

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)

	2022			2021
	For nine months Ended September 30,
	2022			2021
Operating Activities

Net Income (Loss)	$	(1,660,729	)	$	(15,636,203	)

Adjustment To Reconcile Net Loss to
Net Cash Used In Operating Activities
Adjustment To Reconcile Net Loss to Net Cash Used In Operating Activities
Digital Assets		-
Depreciation and Amortization		3,083			1,619
Loss on disposal of fixed assets		-
Change In Fair Value Of Derivative Liability		-			15,205,294
Stock based compensation		188,307			132,250
Gain on debt settlement		-
Gain on Digital Assets		(13,498	)
Impairment Cost		167,948
Changes in operating assets and liabilities
Prepaid expenses		(11,895	)		(4,708	)
Accounts Payable		89,332			90,613

Net Cash Provided By (Used in) Operating Activities		(1,237,452	)		(211,135	)

Investing Activities

Purchase of Digital Assets		(4,480	)		(323,207	)
Selling Digital Assets		38,962			-
Reclass Digital Assets		1,955
Selling Property and Equipment		-
Purchase of Property and Equipment		-			-

Net Cash Provided By (Used in) Investing Activities		36,437			(323,207	)

Financing Activities
Class B Stock: Preferred Stock converted to common		(1	)
Common Stock: Employee Compensation + conversion		5,180			-
Repayments of Preferred Stock Series D					-
Proceeds From Sale Of Preferred Stock CL D		-			-
Payment on Note Interest		(6,628	)
Due To ViaOne Services		-			535,870

Net Cash Provided By (Used In) Financing Activities		(1,449	)		535,870

Change in Cash and Cash Equivalents		(1,202,464	)		1,529

Cash and Cash Equivalents, Beginning Of Period		2,407,966			2,304

Cash and Cash Equivalents, End Of Period	$	1,205,502		$	3,833

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-Cash Investing And Financing Activities
Unpaid Property and Equipment Acquired	$	-		$	-
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)

(Unaudited)

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
	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

Stock Based Compensation		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-		-			-
Net income (Loss)		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-		(467,105	)		(467,105	)

Balance, March 31, 2022		7,500		8		20,296			20			1		1		-		-		57,663		58		103,526,044		103,526		3,333,333		333		9,956,764		(8,106,064	)		1,954,646

Conversion of preferred shares B to common shares		-		-		-			-			-		-		-		-		-		-		-		-		-		-		-
Net Gain																																		(710,630	)		(710,630	)

Balance, June 30, 2022		7,500		8		20,296			20			1		1		-		-		57,663		58		103,526,044		103,526		3,333,333		333		9,956,764		(8,816,693	)		1,244,017

Stock Based Compensation Converted to common stock																								5,177,585		5,179						188,307					193,486
Conversion of preferred shares B to common shares		-		-		(1,000	)		(1	)		-		-		-		-		-		-		1,000		1		-		-							-
Net Gain																																		(482,994	)		(482,994	)

Balance, September 30, 2022		7,500		8		19,296			19			1		1		-		-		57,663		58		108,704,629		108,705		3,333,333		333		10,145,071		(9,299,687	)		954,508

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)

(Unaudited)

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount			Shares		Amount			Capital			Deficit			Total
	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		7,500	$	8		68,997		$	69			1	$	1		-	$	-	-		65,374,031	$	65,374	-	$	4,282,629		$	(7,977,367	)	$	(3,629,286	)
Beginning, balance		7,500	$	8		68,997		$	69			1	$	1		-	$	-	-		65,374,031	$	65,374	-	$	4,282,629		$	(7,977,367	)	$	(3,629,286	)

Conversion of preferred shares B to common shares						(18,000	)		(18	)									-		3,600,000	$	3,600	-	$	(3,582	)				$	-
Net Gain		-		-		-			-			-		-		-		-			-		-			-			131,167			131,167

Balance, March 31, 2021		7,500		8		50,997			51			1		1		-		-	-		68,974,031		68,974	-		4,279,047			(7,846,200	)		(3,498,119	)

Conversion of preferred shares B to common shares						(29,881	)		(30	)									-		5,976,200	$	5,976	-	$	(5,946	)				$	-
Conversion of convertible notes																					1,257,476	$	1,257		$	15,983					$	17,240
Net Loss		-		-		-			-			-		-		-		-			-		-			-			(3,442,183	)		(3,442,183	)

Balance, June 30, 2021		7,500		8		21,116			21			1		1		-		-	-		76,207,707		76,207	-		4,289,084			(11,288,383	)		(6,923,062	)
Beginning, balance		7,500		8		21,116			21			1		1		-		-	-		76,207,707		76,207	-		4,289,084			(11,288,383	)		(6,923,062	)
Conversion of convertible notes						(2,500	)		(3	)									-		500,000	$	500	-	$	(498	)				$	-
Stock Based Compensation																					5,085,000	$	132,067		$	183

GOOD GAMING, INC. [GMER] Filings
10-Q	[2022-11-14]
10-Q	[2022-08-15]
10-Q	[2022-05-16]
10-K	[2022-04-15]
S-1	[2021-11-19]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
10-Q	[2021-05-24]
10-K	[2021-04-15]
10-Q	[2020-11-16]
10-Q	[2020-08-14]
10-Q	[2020-05-15]
10-K	[2020-03-30]
10-Q	[2019-11-14]
10-Q	[2019-08-14]
10-Q	[2019-05-15]
10-K	[2019-04-01]
10-Q	[2018-11-16]
10-Q	[2018-09-26]
10-Q	[2018-05-15]
10-K	[2018-04-02]
10-Q	[2017-11-13]
10-Q	[2017-08-18]
10-Q	[2017-05-12]
10-K	[2017-04-17]
10-Q	[2016-11-21]
10-Q	[2016-08-19]
10-Q	[2016-06-10]
10-K	[2016-05-26]
10-Q	[2016-05-03]
10-Q	[2016-05-03]
10-Q	[2015-05-20]
10-K	[2015-04-15]
10-Q	[2014-11-19]
10-Q	[2014-08-19]
10-Q	[2014-05-14]
10-K	[2014-04-07]
10-Q	[2013-11-07]
10-Q	[2013-08-15]
10-Q	[2013-05-15]
10-K	[2013-03-28]
10-Q	[2012-11-19]
10-Q	[2012-08-03]
S-1	[2012-07-09]
10-Q	[2012-05-15]
10-K	[2012-04-16]