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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

Form 10-K

 

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

 

For the fiscal year ended December 31, 2023,

 

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

 

Commission File Number: 000-53949

 

Good Gaming, Inc.

 

(Exact name of registrant as specified in its charter)

 

Nevada   37-1902603

(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)

 

(844) 419-7445

Registrant’s telephone number, including area code

 

 

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

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

 

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES ☒ NO ☐

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 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 (§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.

 

Large Accelerated Filer ☐   Accelerated Filer ☐
Non-accelerated Filer ☒  

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

 

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2023: $2,431,929. Shares of common stock held by each officer and director of the registrant on June 30, 2023 have been excluded in that such persons may be deemed to be affiliates.

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 120,539,109 as of March 25, 2024.

 

 

 

 

 

 

FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K 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;
  ● 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 Annual Report on Form 10-K, 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 revisions 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.

 

2
 

 

PART I

 

ITEM 1. BUSINESS

 

General

 

The Company, incorporated on November 3, 2008, under the laws of the State of Nevada, aimed to become a leading tournament gaming provider and an online destination for over 250 million esports players worldwide looking to compete at the high school or college level. Operating as a developmental stage business with limited revenues and a history of operating losses, Good Gaming established the Good Gaming platform in early 2014 to address the need for a structured organization for amateur gamers.

 

Distinguishing itself by focusing on over 250 million “amateur” gamers, falling between professional and casual levels, Good Gaming became the first company to offer multi-game, multi-console services at the amateur esports level. The company completed its first closed public beta testing of its 2.0 tournament platform on May 4, 2016, and on February 18, 2016, acquired the assets of Good Gaming, Inc. from CMG Holdings Group, Inc., leading to executive changes with Vikram Grover as CEO and David Dorwart joining the Board.

 

David B. Dorwart became the Chairman and CEO on June 27, 2017, bringing over 35 years of start-up entrepreneurism and executive-level management. The Board further expanded with additions like Domenic Fontana and Jordan Axt, enhancing expertise in finance and branding. Eric Brown joined as the Chief Operating Officer on August 29, 2017.

 

Shifting focus to the Minecraft server in September 2017, the company explored partnerships related to LAN centers and Virtual Reality centers in December 2017. The acquisition of Crypto Strategies Group, Inc. in March 2018 marked Good Gaming’s entry into the cryptocurrency market, but it dissolved Crypto Strategies Group, Inc. on December 12, 2018.

 

In March 2019, the company discontinued Minecade and Olimpo servers, deciding to concentrate on core Good Gaming servers. Notably, in March 2021, the company formulated a plan for a new game, “MicroBuddies™,” combining Ethereum ERC721 NFTs and ERC20 tokens, launching the beta version in May 2021 and officially on December 17, 2021.

 

3
 

 

Several corporate changes occurred in 2021, including uplisting to OTCQB, a private placement to institutional investors, and amendments to the Articles of Incorporation. Notably, David Sterling was appointed as Chief Operating Officer on January 10, 2022.

 

In 2022, the Company diversified its development efforts by entering the Roblox gaming platform. As the year concluded, the Company launched Roblox adaptations of well-received Minecraft titles, namely Treasure Island,” incorporating the unique elements of “MicroBuddies™”. The strategic release allowed the Company to collect valuable player feedback, aiding in the ongoing refinement of both titles’ features and functionality.

 

The beta version of “Treasure Island,” a Microbuddies-themed Simulator game on Roblox. The Company has embarked on a robust development schedule, unveiling beta versions of its SCBB franchise on both the Minecraft™ PC platform and Roblox, a Prison variant for Minecraft™ PC, and various Microbuddies themed games on the Roblox platform.

 

However, the Company encountered substantial challenges related to developers, leading to missed updates, development complexities, and postponed product launches. Consequently, the Company has decided to temporarily halt Roblox and Minecraft development to conduct comprehensive reviews of platforms, developers, and marketing efforts. These evaluations aim to identify and address pain points in processes, paving the way for realistic expectations and enhanced gaming experiences that align with both the Company’s and customers’ expectations, ultimately contributing to improved financial performance and shareholder value.

 

In response to these challenges, the Company initiated an in-depth business development research project, exploring opportunities in the mobile gaming industry. Following the review, the Company forged a multi-year strategic partnership with ViaOne Services Inc. to distribute Good Gaming mobile games to the Assist Wireless® and enTouch Wireless® customer bases. Simultaneously, the Company plans to release its new mobile gaming experiences on popular platforms like the Apple App Store® and Google Play™ Store.

 

A significant development partnership with Arcadia Studios, a division of the Coeus Group of Companies, was also announced. Coeus Solutions, a leading German software development group, collaborated with the Company in this endeavor. The first mobile game resulting from this partnership, titled “Galactic Acres,” launched on February 16, 2024.

 

Technology

 

In 2016, the Company successfully launched its 2.0 tournament platform, conducting extensive internal tests and hosting large-scale tournaments in collaboration with The Syndicate, a renowned online gaming guild. With two closed public beta tournaments in May 2016 and numerous system refinements, the platform demonstrated smooth operation and scalability for up to 512,000 concurrent competitors. The system was further updated to accommodate team tournaments and cross-platform play among Gaming PC, Microsoft Xbox, and Sony PlayStation.

 

Throughout 2017, the Company hosted hundreds of tournaments, cultivating a dedicated customer base exceeding 30,000 members. The website expanded to include relevant content, generating nearly 100,000 unique visits per month. However, the decision was made to shift away from free tournaments and custom content, focusing on growing and monetizing the Minecraft server, which experienced substantial popularity.

 

In 2018, the acquisition of Minecade and Olimpo Minecraft servers significantly boosted revenues and traffic. A partnership with a prominent Minecraft influencer led to the highest monthly earnings within the Minecraft division by year-end.

 

4
 

 

Facing a downturn in the Minecraft sector in 2019, the Company temporarily suspended Minecade and Olimpo networks, concentrating efforts on upgrading the core Good Gaming server. The year involved infrastructure overhauls, innovations in SkyBlock and Prison game modes, and plans for a complete recode of the Minecade server.

 

By 2020, infrastructure upgrades were finalized, leading to the launch of the experimental Prison MMO mode and successful releases of new SkyBlock game modes. The implementation of a new workflow management style and consistent updates resulted in robust revenue growth, with the fall release of Prison marking the highest revenue-producing month of the year.

 

In 2021, the Company continued to enhance SkyBlock and Prison editions, experimenting with new release schedules and mechanics. The introduction of “MicroBuddies™,” a game combining NFTs and strategic gameplay on the Polygon Network, marked a significant milestone, launching in December 2021 after successful beta testing.

 

Expanding its development portfolio in 2022, the Company ventured into the Roblox gaming platform, releasing Roblox versions of popular Minecraft titles. Gathering crucial player feedback, the Company planned further development for both titles in 2023. Additional agreements, including a publishing deal with Roblox creator Joshua Mckittrick, were signed, and a family-themed brand, “Family Games presented by Good Gaming,” was established for the Roblox platform. Development partnerships with Meraki Studios and multiple releases were planned for 2023, featuring updates to the Minecraft 1.19 software version.

 

In 2024, the Company takes a significant step forward by entering the mobile gaming market with a focus on creating character and story driven, connected blockchain powered experiences. Our expansion into blockchain enhanced mobile gaming experiences will allow us to capitalize on the rapidly growing blockchain gaming player community. In 1Q 2024, the company launched a new intellectual property on mobile called “Galactic Acres™”. “Galactic Acres™” marks the beginning of a series of mobile games designed to not only offer engaging gameplay but also integrate blockchain experiences, fostering a deeper level of player engagement and exploring innovative revenue models within the mobile gaming space. By combining our existing initiatives with a focus on mobile gaming, and strategic utilization of blockchain technology, the Company is committed to a multi-pronged revenue model that diversifies our revenue streams across multiple platforms and technologies. We believe this diversified model will solidify Good Gaming’s position as a leader in the ever-evolving interactive entertainment landscape and create long tail revenue and profit opportunities.

 

Business Strategy

 

In the past, our management team’s business strategy was to be a full-service company providing best-in-class Esports gaming tournaments and Minecraft experiences. With the onset of the pandemic, the Esports industry has suffered a considerable amount of lost business opportunities. We were not immune to the effects of the pandemic on our Esports business. In addition, the size of the PC-based Minecraft gaming community has shrunk considerably. We have taken a hard look at both the Esports and Minecraft business verticals and determined that both strategies are no longer in the best interest of the company and our shareholders. We feel that both the Esports and Minecraft verticals do not have a significant upside in the future. As such, the Esports and Minecraft business verticals will not comprise a meaningful segment of our ongoing business strategy. We will not designate any future investment in either of these verticals for the foreseeable future.

 

With the rise in the popularity of cryptocurrency and blockchain technologies, the Company has decided to invest in the creation of its new game, “MicroBuddies™,” which combines Ethereum ERC721 NFTs (Non-fungible tokens), non-standard ERC20 tokens (GOO™), and strategic, long-tail web browser gameplay to replicate and create unique and collectible NFTs. ERC20 “GOO™” tokens are limited to use as in-game currency only. This strategy will enable us to enter the emerging NFT and blockchain 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 sales of “MicroBuddy™” NFTs in third-party marketplaces and a 0.01 MATIC per “MicroBuddy™” replication. In 2022, we will introduce additional initiatives around the “MicroBuddies™” intellectual property. We expect the ancillary “MicroBuddies™” initiatives to create consistent, recurring revenue over the life of the project.

 

5
 

 

In 2023, the Company encountered significant challenges related to Roblox™ and Minecraft™ game development and publishing initiative including developer issues, publishing delays due to platform integrations and functionality, and marketing strategy lapses. Consequently, the Company has decided to halt Roblox and Minecraft development until publishing to both platforms makes sense.

 

In 2023, the Company announced a strategic partnership with ViaOne Services Inc. to distribute Good Gaming mobile games to the Assist Wireless® and enTouch Wireless® the Company is committed to building connected mobile gaming experiences. We believe our pivot to mobile games featuring integrated Web3 experiences will lead to ongoing revenue and profit generation. The Company plans to integrate its intellectual properties into our mobile games in order to continue to build long lasting awareness across a global audience.

 

Our initial partnership with ViaOne Services, will feature integrated Web3 opportunities. These dynamic gaming experiences position us to capitalize on the vast potential of the evolving mobile gaming audience. Our initial strategic partnership with ViaOne Services allows us to embed our mobile games on over 80,000 phones per month by the end of 2024. Player acquisition is the most difficult aspect of game publishing. Our partnership with ViaOne Services will produce considerable exposure for our games to a massive player base and should supercharge our player acquisition effort.

 

Creating great games is all about telling compelling stories. We are continuing our “MicroBuddies™” story on mobile. We are expanding the “MicroBuddies™” brand beyond the initial browser based game by creating engaging mobile experiences featuring the “MicroBuddies™” IP. Our ambition doesn’t stop there! We’ve launched a brand-new IP on mobile. “Galactic Acres™” is our new IP featuring unique characters, stories, and Web3 enhanced experiences. “Galactic Acres™” is just the beginning – as we have announced a series of mobile games designed with dynamic player engagements through integrated blockchain experiences and innovative revenue models are planned for 2024 and beyond.

 

Intellectual Property

 

We announced “Galactic Acres™ “ as a new intellectual property for our first mobile game. “Galactic Acres™ “ features new characters, settings and stories to be featured throughout our mobile game releases and connected Web3 experiences.

 

Insurance Policies

 

We have an insurance policy through AXIS Insurance Company with the insurance coverage of up to $1,000,000.

 

Employees

 

We have three full-time consultants and four part-time contractors working on various Good Gaming initiatives. The full-time consultants consist of one Chief Operating Officer, one Gaming Director, and one Operations Manager. The part-time consultant team includes two QA staff, one Video Engineer, and a Marketing Coordinator. Pursuant to our Management Services Agreement with ViaOne Services LLC, certain ViaOne employees are considered consultants of the Company.

 

Offices

 

Our executive offices are at 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our phone is (844) 419-7445.

 

Corporate Information

 

Good Gaming, Inc. was incorporated in the State of Nevada on November 3, 2008. Our principal business address is 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our website address is www.good-gaming.com. The references to our website in this annual report are inactive textual references only. The information on our website is neither incorporated by reference into this annual report nor intended to be used in connection with this annual report.

 

6
 

 

Available Information

 

We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public through the SEC’s website at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

We do not currently rent, lease, or own any real property.

 

ITEM3. LEGAL PROCEEDINGS

 

We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock commenced trading on the over-the-counter Bulletin Board on October 7, 2009.On closing of the OTCBB, the Company has been trading on the OTCQB marketplace, and currently trades under the symbol “GMER”. You should be aware that over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Following is a table of the high bid price and the low bid price for each quarter during the last two years.

 

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 

 

7
 

 

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 

 

Holders

 

As of March 25, 2024, we have 120,539,109 shares of our common stock issued and outstanding held by 93 stockholders of record.

 

As of March 25, 2024, we had 7,500 shares of Series A Preferred Stock issued and outstanding, 19,296 shares of Series B Preferred Stock issued and outstanding, 1 share of Series C Preferred Stock issued and outstanding, 0 share of Series D Preferred Stock issued and outstanding, and 57,663 shares of Series E Preferred Stock issued and outstanding.

 

Dividends

 

We have never declared or paid cash dividends. We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our directors. Moreover, our Series D shares have cumulative dividend preference.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Annual Report on Form 10-K, and is incorporated herein by reference.

 

Penny Stock Regulations and Restrictions on Marketability

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price below $5. Securities are registered on certain national securities exchanges or quoted on the NASDAQ system which provides the current price and volume information. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer must also provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

8
 

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling their shares of our common stock.

 

Common Stock

 

Our Articles of Incorporation authorize the Company to issue up to 100,000,000 shares of common stock, $0.001 par value. On May 3, 2018, the Company increased its authorized common shares from 100,000,000 to 200,000,000. Each holder of our common stock is entitled to one (1) vote for each share held on record on all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock. All shares of the Company’s common stock are entitled to share equally in dividends from sources legally available when, and if, declared by the Company’s Board of Directors.

 

Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.

 

In the event of our liquidation or dissolution, all shares of the Company’s common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred stock that our Board of Directors may decide to issue in the future.

 

Preferred Stock

 

Our Articles of Incorporation initially authorized us to issue up to 2,250,350 shares of preferred stock, $0.001 par value. On December 21, 2021, the Company filed the amendment to increase the authorized shares of preferred stock to 5,000,000 shares. Of the 5,000,000 authorized shares of preferred stock, the total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is 2,000,000, with a stated par value of $0.001 per share, the total number of shares of Series B Preferred Stock the Corporation shall have the authority to issue is 249,999, with a stated par value of $0.001 per share, the total number of shares of Series C Preferred Stock the Corporation shall have the authority to issue is 1, with a stated par value of $0.001 per share, the total number of shares of Series D Preferred Stock the Corporation shall have the authority to issue is 350, with a stated par value of $0.001 per share, and the total number of shares of Series E Preferred Stock the Corporation shall have the authority to issue is 2,750,000, with a stated par value of $0.001 per share. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.

 

As of March 25, 2024, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 share of Series C preferred stock, 0 share of Series D preferred stock, and 57,663 shares of Series E preferred stock issued and outstanding.

 

9
 

 

The 7,500 issued and outstanding shares of Series A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Series A Preferred Share. The 19,296 issued and outstanding shares of Series B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each Series B Preferred Share. The 57,663 issued and outstanding shares of Series E Preferred Stock are convertible into shares of common stock at a rate of 1,000 common shares for each Series E Preferred Share. If all our Series A, B and E Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 61,672,201 shares.

 

The one issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO.

 

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any shares of Series D preferred stock issued and outstanding as of March 25, 2024.

 

Holders of Series A, Series B, Series C, Series D and Series E have liquidation preference over common shareholders.

 

Options

 

We have not issued and do not have any outstanding options to purchase shares of our common stock.

 

Registration Rights

 

As of December 31, 2023, there are no other outstanding registration rights or similar agreements.

 

Convertible Securities

 

None.

 

10
 

 

Related Party Transactions

 

On November 30, 2016, ViaOne purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company to ViaOne. As additional advances were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated January 31, 2017, and March 1, 2017, respectively.

 

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 ($1,000,000) dollars. After giving the Company a fifteen (15) day notice period to cure the default under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG, and ViaOne (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was the subject of the Pledge Agreement.

 

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 $25,000. This agreement was amended on January 1, 2018. The accrued monthly management fees, $100,000 at December 31, 2017, are convertible by ViaOne into the Company’s common stock at a rate of 125% of the accrued fees at a conversion price of (i) $0.05 per share; or (ii) the volume-weighted adjusted price (“VWAP”) of the common stock on the 14th day of each month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month. The agreement was terminated on August 31, 2021.

 

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 $25,000 to ViaOne in exchange for a loan of $25,000 (the “Initial Loan Amount”). In accordance with this Agreement, the Company may request ViaOne to provide loans of up to $250,000, including the Initial Loan Amount, and ViaOne has the right to decide whether it will honor such request. The Initial Loan Amount became due on September 30, 2019 (the “Maturity Date”) and bore an interest rate of 8.0% per annum. The unpaid principal and interest of the Promissory Note after the Maturity Date accrued interest at a rate of 18.0% per annum. The principal amount of the Promissory Note may increase from time to time up to $250,000 in accordance with the terms and conditions of the Agreement. In connection with the Agreement and Promissory Note, the Company and ViaOne executed a security agreement dated September 27, 2018, whereby the Company granted ViaOne a security interest in all of its assets, including without limitation, cash, inventory, account receivables, real property, and intellectual properties, to secure the repayment of the loans made pursuant to the LOC Agreement and Promissory Note.

 

11
 

 

On September 30, 2021, the Company entered into a new Employee Services Agreement with ViaOne effective as of September 1, 2021 (the “Effective Date”). For a monthly management fee of $42,000 (the “Monthly Management Fee”), ViaOne shall provide to the Company services related to the Company’s human resources, payroll, marketing, advertising, accounting, and financial services for a period of one year beginning on the Effective Date and automatically renewing for successive terms of one year each unless either party provides 90 days’ notice. ViaOne has the right to convert part or all of the Monthly Management Fee into shares of the Company’s common stock, par value $0.001 per share at a Conversion Rate equal to 125% of the Conversion Amount, divided by the Conversion Price. The Conversion Price means, with respect to the Management Fee, 85% of the volume weighted average price (“VWAP”) for the 5 trading days immediately prior to the date of the notice of conversion.

 

On September 30, 2021, the Company and ViaOne entered into a revolving convertible promissory note (the “Revolving Note”). The Company agrees to pay ViaOne the principal sum of $1,000,000 or such a smaller amount as ViaOne may advance to the Company from time to time under the Revolving Note, which is subject to a simple interest rate of 8% per annum and will expire earlier on demand or the third anniversary of the Original Issue Date. The Company granted ViaOne warrants to purchase the 1,000,000 shares of Common Stocks at an exercise price of $0.42, a premium of 20% to the closing bid price of the Common Stock the trading day prior to the execution of the Revolving Note. Payment of all obligations under the Revolving Note is secured by a security interest granted to ViaOne by the Company in all of the right, title and interest of the Company in all assets of the Company currently owned or acquired hereafter. The Revolving Note (and any unpaid interest or liquidated damages amount) may be converted into shares of Common Stock at a conversion price of eighty-five percent (85%) of the VWAP for the five (5) trading days immediately prior to the date of the notice of conversion. The Revolving Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, ViaOne is entitled to accelerate the entire indebtedness under the Revolving Note. The restrictions are also subject to certain additional qualifications and carve-outs, as set forth in the Revolving Note.

 

On December 31, 2021, the Company amended both the original and new Employee Service Agreements, Secured Promissory Note, and Revolving Convertible Promissory Note to allow for the conversion of Notes into shares of the Company’s Series E Preferred Stocks. Effective December 31, 2021, the original Employee Service Agreement was converted into 24,540 shares of the Company’s Series E Preferred Stocks and the new Employee Service Agreement was converted into 1,557 shares of the Company’s Series E Preferred Stocks. Additionally, the Secured Promissory Note and Revolving Convertible Note were converted into 24,836 and 6,730 shares of the Company’s Series E Preferred Stocks, respectively.

 

As of December 31, 2023, the Company owes ViaOne Services a total of $418,371, comprising $301,446 as part of the employee service agreement and $116,925 as vendor payment.

 

The Company’s Chairman and Chief Executive Officer are the Chairman of ViaOne.

 

Shares Eligible for Future Sale

 

As of March 25, 2024, we had 120,539,109 shares of our common stock issued and outstanding, a breakdown of which follows:

 

● 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.

 

12
 

 

From time to time, certain of our stockholders may be eligible to sell some or all of their restricted shares of our common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain volume restrictions and restrictions on the manner of sale. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale, current public information and notice requirements.

 

The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect prevailing market prices for our securities and cause you to lose most, if not all, of your investment in our business.

 

Transfer Agent

 

Our transfer agent is Securities Transfer Corporation with its principal address at 2901 N Dallas Parkway, Suite 380, Plano, TX 75093. Their phone number is (469) 633-0101. Investors may reach our transfer agent at info@stctransfer.com.

 

Recent Sales of Unregistered Securities

 

On July 26, 2022, William Crusoe converted 1,000 Class B shares into common stock.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchases

 

During each month within the fourth quarter of the fiscal year ended December 31, 2023, neither we nor any “affiliated purchaser”, as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

 

ITEM 6. Reserved

 

None.

 

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, may be deemed to be forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2023. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months from the date of issuance of these financial statements unless we obtain additional capital to pay our bills. This is because we have generated little revenue although revenue is anticipated to grow as 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 must raise cash from sources other than operations. Our only 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 must raise cash to continue our project and build our operations.

 

13
 

 

Plan of Operation – Milestones

 

We are at an early stage of our new business operations focusing on integrated mobile and Web3 gaming experiences. Over the next twelve months, our primary target milestones include:

 

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.

 

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.

 

Results of Operations

 

December 31, 2023 as compared to December 31, 2022

 

  ● Working Capital

 

   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 

 

  ● Operating Revenues

 

We have generated $3,443 in revenue in 2023 and $9609 in revenue in the fiscal year of 2022, which reflects an decrease of $6,166 or 64.17%. The decline in revenue is attributable to the Company’s focus on developing a new game, Galactic Acres, and reduced activity on the Microbuddies game by customers.

 

14
 

 

  ● Operating Expenses and Net Loss

 

Operating expenses for the year ended December 31, 2023 were $694,363 compared with $1,657,407 for the year ended December 31, 2022. The decrease in operating expenses in the amount of $963,044 or 58.11% is primarily attributed to strategic adjustments in professional fees, advertising and promotional expenditures, along with the reversal of insurance accrual.

 

During the year ended December 31, 2023, the Company recorded a net loss of $864,979 compared with a net loss of $2,107,901 for the year ended December 31, 2022. The decrease in net loss in the amount of $1,242,922 or 58.96% is attributed to a decrease in revenue and an increase in cost of revenue as the Company directed its efforts toward the development of a new game, Galactic Acres, partially offset by gains realized from the sale of digital assets.

 

  ● Liquidity and Capital Resources

 

As of December 31, 2023, the Company’s cash balance consisted of $304,225 compared to cash balance of $931,868 as of December 31, 2022. The decrease in cash balance is attributed to the payment of operating expenses associated with day-to-day activities. As of December 31, 2023, the Company had $484,394 in assets compared to total assets of $1,055,996 as at December 31, 2022. The decrease in total assets is primarily attributed to the sale of digital assets and the utilization of cash for ongoing operational activities partially offset by acquisition of intangible assets.

 

As of December 31, 2023, the Company had total liabilities of $520,277 compared with total liabilities of $426,385 as of December 31, 2022. The increase in liabilities is attributed to operating expenses incurred for the day-to-day activities necessary to sustain and run the business.

 

As of December 31, 2023, the Company has a working deficit of $122,427 compared with a working capital of $514,963 as of December 31, 2022. The decrease in the working capital ascribed to the utilization of cash for operational needs and the sale of digital assets to support the ongoing sustainability of the business.

 

Cash flow from Operating Activities

 

During the year ended December 31, 2023, the Company used $783,879 of cash for operating activities as compared to the cash usage of $1,513,674 for operating activities during the year ended December 31, 2022. The decrease of cash usage by $729,796 or 48.21% is attributed to the company’s decision to curtail expenditures on advertising and promotions, professional fee, and contracted labor so the Company can focus on developing a new game, Galactic Acres.

 

Cash flow from Investing Activities

 

During the years ended December 31, 2023, the Company had $146,381 in cash from the investing activities compared to $39,400 in cash for the year ended December 31, 2022. The increase of $106,981 or 271.53% in cash in investing activities is ascribed to the sale of digital assets partially offset by acquisition of intangible assets.

 

Cash flow from Financing Activities

 

During the year ended December 31, 2023, the Company received $8,876 of proceeds from financing activities compared to $768 during the year ended December 31, 2022. The increase of $8,106 or 1053% in proceeds from financing activities is credited to the issuance of common stock to certain ViaOne Services employees in 2023.

 

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.

 

15
 

 

Off-Balance Sheet Arrangements

 

As of December 31, 2023, we have 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 to continue to fund our business operations. Issuance of additional shares will cause 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.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates we use to prepare our financial statements. Management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Recently Issued Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed. We do 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.

 

Smaller Reporting Company Status

 

We are a “smaller reporting company”, meaning that the market value of our stock held by non-affiliates plus the aggregate amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. We may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and have reduced disclosure obligations regarding executive compensation.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

 

16
 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

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

 

17
 

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Good Gaming, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Good Gaming, Inc. (“the Company”) as of December 31, 2023, and December 31, 2022, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2023, and December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of the years ended December 31, 2023, and December 31, 2022, and the results of its operations and its cash flows for each of the years ended December 31, 2023, and December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt about the Company’s ability to continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring operating losses, had a working capital deficit of $122,427, and accumulated deficit of $10,611,838 as of December 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Other Matters

 

For the year ended December 31, 2023, the accompanying financial statements include a change in accounting estimate of accrued expenses that resulted in a $266,775 reduction in expenses from operations. The Financial Accounting Standards Board’s, ASC 250-10-45-17 requires specific financial statement disclosures to include the effect on income from operations, net income, and any related per-share amounts. See Note 2, Significant Accounting Policies for management disclosure of this change in estimate.

 

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

March 29, 2024

  
PCAOB ID: 6771 

 

 

18
 

 

Good Gaming, Inc.

Balance Sheets

(Expressed in U.S. Dollars)

 

   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    - 
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 
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 

 

The accompanying notes are an integral part of these financial statements

 

19
 


 

Good Gaming, Inc.

Statement of Operations

(Expressed in U.S Dollars)

 

         
  

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 

 

The accompanying notes are an integral part of these financial statements

 

20
 

 

Good Gaming, Inc.

Statements of Cash Flows

(Expressed in U.S Dollars)

 

         
  

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          
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.          

 

The accompanying notes are an integral part of these financial statements

 

21
 


 

Good Gaming, Inc.

Statements of Stockholders’ Equity (Deficit)

(Expressed in U. S. Dollars)

 

                                                                            
   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 
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)

 

The accompanying notes are an integral part of these financial statements

 

22
 

 


Good Gaming, Inc.

Notes to the Financial Statements

(expressed in U.S. dollars)

 

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 operates as a leading tournament gaming platform and online destination, targeting over 250 million esports players and participants worldwide interested in competing at the high school or college level. While a substantial portion of the Company’s activities has involved developing a business plan, establishing contacts, and gaining visibility in the marketplace, it has not generated substantial revenue to date. Beginning in 2018, the Company started 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, we leveraged the rise of NFTs and blockchain technologies, in our “MicroBuddies™ release,” a novel game integrating NFTs, in-game tokens (“GOO™”), and browser-based gameplay. This innovative approach allows us to generate revenue through the sale of “Nano Factory Tokens” for creating first-generation “MicroBuddies™” NFTs, along with ongoing royalties on third-party marketplace sales and fees per NFT replication.

 

Building on our commitment to creating innovative entertainment experiences the Company made a strategic shift to adapt to the evolving gaming landscape by shifting from legacy gaming platforms to connected mobile gaming experiences. After developing and releasing beta versions of our gaming experiences for MineCraft and Roblox in early 2023, we recognized the growth limitations inherent in both platforms. We paused continued development and exited future plans for these platforms. Our focus turned to combining mobile gaming and emerging Web3 technologies within the blockchain gaming segments.

 

In 2024, the Company takes a significant step forward by entering the mobile gaming market with a focus on creating character and story driven, connected entertainment experiences. Our expansion into blockchain enhanced mobile gaming experiences will allow us to capitalize on potentially immense player bases. In 1Q 2024, the company launched a new intellectual property on mobile called “Galactic Acres™” In addition to “Galactic Acres™”, we are actively expanding the “MicroBuddies™” brand beyond its initial game by creating engaging mobile experiences, but we are not stopping with just “MicroBuddies™. “Galactic Acres™” marks the beginning of a series of mobile games designed to not only offer engaging gameplay but also integrate blockchain experiences, fostering a deeper level of player engagement and exploring innovative revenue models within the mobile gaming space. By combining our existing initiatives with a focus on mobile gaming, and strategic utilization of blockchain technology, the Company is committed to a multi-pronged approach that diversifies our revenue streams across platforms and technologies while building highly recognizable character and story driven gaming experiences for our player base. We believe this proactive strategy will solidify Good Gaming’s position as a leader in the ever-evolving interactive entertainment landscape.

 

Player acquisition is the greatest challenge faced by any developer/publisher. In 2024, we announced our first strategic distribution partnership with ViaOne Services. As part of our partnership with ViaOne Services, we plan to distribute our mobile games to ViaOne’s large player base. Our strategic partnership with ViaOne Services will allow us to embed our mobile games into the firmware of ViaOne phones so players will not have to spend any time or effort in finding and downloading our games.

 

Going Concern

 

These financial statements have been prepared on a going concern basis, implying 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, has never paid any dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of December 31, 2023, the Company had a working deficit of $122,427.

 

23
 

 

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 the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2. Summary of Significant Accounting Policies

 

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.

 

As per ASC 250-10-50-4, the effect on income from operations, net income, and any related per-share amounts of the current period should be disclosed for a change in estimate that affects several future periods and has a material impact. The Company’s change in estimate resulted in a $266,775 and $0.002 reduction in insurance expense and reduction in net loss per share respectively for the year ended December 31, 2023.

 

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 five years.

 

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.

 

24
 

 

Beneficial Conversion Features

 

From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

 

Derivative Liability

 

From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may cause 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 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.

 

Basic and Diluted Net Loss Per Share

 

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. On December 31, 2023 and December 31, 2022, the Company had 10,000,000 and 10,000,000 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. Under 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 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 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 not 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.

 

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.

 

25
 

 

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.

 

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.

 

Advertising Expenses

 

Advertising expenses are included in general and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $109,156 and $362,390 in advertising and promotion expenses in the years ended December 31, 2023 and 2022, respectively.

 

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 selling 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

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the not financial statements unless otherwise disclosed. 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.

 

26
 

 

3. Other Assets

 

Furniture and fixtures consisted of the following:

 

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

 

Depreciation expense for the years ended December 31, 2023 and 2022 was $1,558 and $4,111, respectively.

 

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 blockchain technology. 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 December 31, 2023, the carrying value of the Company’s digital assets was $4,597, reflecting $220 in impairment charges. This is compared to the carrying value of $113,091 as of December 31, 2022, which reflected $168,027 in impairment charges.

 

5. Intangible assets

 

Good Gaming Inc. initiated the development of a new game, Galactic Acres, in 2023 eventually launching it on Google Play on February 17, 2024. During the preliminary development phase, expenses were recorded as incurred. Subsequently, in the development phase, the Company incurred costs from third-party services. These expenses were reclassified as Intangible Assets under ASC 350-40-30-1, permitting the capitalization of costs associated with obtaining computer software from third parties. The capitalized costs are being amortized over an estimated useful life of 5 years, using the straight-line method starting February 2024. The following summarizes the activity related to Intangible Assets during the year ended December 31, 2023, and the period ended December 31, 2022:

 

   2023   2022 
   December 31, 
   2023   2022 
Intangible Assets  $81,800   $- 
Accumulated Amortization   -    - 
Intangible Assets, Net  $81,800   $- 

 

As of December 31, 2023, the capitalized costs related to intangible assets amounted to $0.

 

27
 

 

6. Common Stock

 

Equity Transactions for the Year Ended December 31, 2022:

 

On August 17, 2022, the Company issued 3,698,274 Company’s common stock to ViaOne employees as stock-based compensation.

 

On August 23, 2022, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On September 13, 2022, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On October 5, 2022, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On November 8, 2022, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On December 21, 2022, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

Equity Transactions for the Year Ended December 31, 2023:

 

On January 30, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On February 15, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On March 15, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On April 14, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On May 18, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On June 15, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On July 21, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On August 10, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On September 19, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On October 10, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On November 13, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

On December 18, 2023, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

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7. Preferred Stock

 

Our Articles of Incorporation authorize us to issue up to 5,000,350 shares of preferred stock, $0.001 par value. Of the 5,000,000 authorized shares of preferred stock, the total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is 2,000,000, with a stated par value of $0.001 per share, the total number of shares of Series B Preferred Stock the Corporation shall have the authority to issue is 249,999, with a stated par value of $0.001 per share, the total number of shares of Series C Preferred Stock the Corporation shall have the authority to issue is 1, with a stated par value of $0.001 per share, the total number of shares of Series D Preferred Stock the Corporation shall have the authority to issue is 350, with a stated par value of $0.001 per share, and the total number of shares of Series E Preferred Stock the Corporation shall have the authority to issue is 2,750,000, with a stated par value of $0.001 per share. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.

 

As of December 31, 2023, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 share of Series C preferred stock, 0 share of Series D preferred stock, and 57,663 shares of Series E preferred stock issued and outstanding.

 

The 7,500 issued and outstanding shares of Series A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Series A Preferred Share. The 19,296 issued and outstanding shares of Series B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each Series B Preferred Share. The 57,663 issued and outstanding shares of Series E Preferred Stock are convertible into shares of common stock at a rate of 1,000 common shares for each Series E Preferred Share. If all our Series A, B and E Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 61,672,201 shares.

 

The 1 issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO.

 

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of December 31, 2023.

 

The Series A, Series B, Series C and Series D have liquidation preference to common shareholders.

 

8. Warrant

 

In connection with the $100,000 convertible debenture issued to HGT Capital, LLC (“HGT”), the Company issued HGT a warrant to purchase 100,000 shares of the Company’s common stock at $1.00 per share. This warrant was not exercised and expired April 15, 2020.

 

29
 

 

As part of the Private Placement funding, the Company issued two new warrants to Armistice Capital, LLC and Sabby Management to purchase 1,477,848 and 3,333,333 shares of the Company’s common stock at $0.20 per share, respectively. If the warrant is not exercised, it will expire May 17, 2027.

 

9. Related Party Transactions

 

On November 30, 2016, ViaOne purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company to ViaOne. As additional advances were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated January 31, 2017, and March 1, 2017, respectively.

 

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 ($1,000,000) dollars. After giving the Company a fifteen (15) day notice period to cure the default under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG, and ViaOne (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was the subject of the Pledge Agreement.

 

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 $25,000. This agreement was amended on January 1, 2018. The accrued monthly management fees, $100,000 at December 31, 2017, are convertible by ViaOne into the Company’s common stock at a rate of 125% of the accrued fees at a conversion price of (i) $0.05 per share; or (ii) the volume-weighted adjusted price (“VWAP”) of the common stock on the 14th day of each month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month. The agreement was terminated on August 31, 2021.

 

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 $25,000 to ViaOne in exchange for a loan of $25,000 (the “Initial Loan Amount”). In accordance with this Agreement, the Company may request ViaOne to provide loans of up to $250,000, including the Initial Loan Amount, and ViaOne has the right to decide whether it will honor such request. The Initial Loan Amount became due on September 30, 2019 (the “Maturity Date”) and bore an interest rate of 8.0% per annum. The unpaid principal and interest of the Promissory Note after the Maturity Date accrued interest at a rate of 18.0% per annum. The principal amount of the Promissory Note may increase from time to time up to $250,000 in accordance with the terms and conditions of the Agreement. In connection with the Agreement and Promissory Note, the Company and ViaOne executed a security agreement dated September 27, 2018, whereby the Company granted ViaOne a security interest in all of its assets, including without limitation, cash, inventory, account receivables, real property, and intellectual properties, to secure the repayment of the loans made pursuant to the LOC Agreement and Promissory Note.

 

On September 30, 2021, the Company entered into a new Employee Services Agreement with ViaOne effective as of September 1, 2021 (the “Effective Date”). For a monthly management fee of $42,000 (the “Monthly Management Fee”), ViaOne shall provide to the Company services related to the Company’s human resources, payroll, marketing, advertising, accounting, and financial services for a period of one year beginning on the Effective Date and automatically renewing for successive terms of one year each unless either party provides 90 days’ notice. ViaOne has the right to convert part or all of the Monthly Management Fee into shares of the Company’s common stock, par value $0.001 per share at a Conversion Rate equal to 125% of the Conversion Amount, divided by the Conversion Price. The Conversion Price means, with respect to the Management Fee, 85% of the volume weighted average price (“VWAP”) for the 5 trading days immediately prior to the date of the notice of conversion.

 

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On September 30, 2021, the Company and ViaOne entered into a revolving convertible promissory note (the “Revolving Note”). The Company agrees to pay ViaOne the principal sum of $1,000,000 or such a smaller amount as ViaOne may advance to the Company from time to time under the Revolving Note, which is subject to a simple interest rate of 8% per annum and will expire earlier on demand or the third anniversary of the Original Issue Date. The Company granted ViaOne warrants to purchase the 1,000,000 shares of Common Stocks at an exercise price of $0.42, a premium of 20% to the closing bid price of the Common Stock the trading day prior to the execution of the Revolving Note. Payment of all obligations under the Revolving Note is secured by a security interest granted to ViaOne by the Company in all of the right, title and interest of the Company in all assets of the Company currently owned or acquired hereafter. The Revolving Note (and any unpaid interest or liquidated damages amount) may be converted into shares of Common Stock at a conversion price of eighty-five percent (85%) of the VWAP for the five (5) trading days immediately prior to the date of the notice of conversion. The Revolving Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, ViaOne is entitled to accelerate the entire indebtedness under the Revolving Note. The restrictions are also subject to certain additional qualifications and carve-outs, as set forth in the Revolving Note.

 

On December 31, 2021, the Company amended both the original and new Employee Service Agreements, Secured Promissory Note, and Revolving Convertible Promissory Note to allow for the conversion of Notes into shares of the Company’s Series E Preferred Stocks. Effective December 31, 2021, the original Employee Service Agreement was converted into 24,540 shares of the Company’s Series E Preferred Stocks and the new Employee Service Agreement was converted into 1,557 shares of the Company’s Series E Preferred Stocks. Additionally, the Secured Promissory Note and Revolving Convertible Note were converted into 24,836 and 6,730 shares of the Company’s Series E Preferred Stocks, respectively.

 

As of December 31, 2023, the Company owes ViaOne Services a total of $418,371, comprising $301,446 as part of the employee service agreement and $116,925 as vendor payment.

 

The Company’s Chairman and Chief Executive Officer are the Chairman of ViaOne.

 

10. Income Taxes

 

The Company has a net operating loss carried forward of approximately $6,263,352 available to offset taxable income in future years which commence expiring in fiscal 2030.

 

The U.S. Tax Reform Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and business. For businesses, the Act reduces the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction is effective January 1, 2018. Due to the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $80,329. Due to the full valuation allowance on the net deferred tax assets, there was a corresponding adjustment to the valuation allowance for this same amount. Therefore, there is no impact on the Company’s 2017 earnings for the law change.

 

31
 

 

The significant components of deferred income tax assets and liabilities at December 31, 2023 and 2022 are as follows:

 

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

 

The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 21% to a net loss before income taxes calculated for each jurisdiction. The tax effects of significant temporary differences, which comprise future tax assets and liabilities, are as follows:

 

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

 

11. Commitments and Contingencies

 

None.

 

12. Acquisition and Discontinued Operations

 

None.

 

13. Subsequent Events

 

On January 26, 2024, the Company issued 739,655 Company’s common stock to ViaOne employees as stock-based compensation.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023.

 

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We believe we have applied procedures and processes as necessary to ensure the reliability of our financial reporting regarding this annual report. Accordingly, the Company believes, based on its knowledge, that: (i) this annual 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 they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this annual report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this annual report.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria established in “Internal Control - Integrated Framework (2013) “ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

  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.

 

33
 

 

Accordingly, we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

 

Due to the material weaknesses described above, we did not maintain effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

 

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

 

The Company has engaged in a merit business and has sufficient personnel available. Our Board of Directors, in particular, has established the following remediation measures in connection with the aforementioned deficiencies:

 

  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.

 

Changes in Internal Control over Financial Reporting

 

There are no recent changes in internal controls.

 

ITEM 9B. OTHER INFORMATION DATA

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our directors shall serve on the Board of Directors until their successors are elected and qualified. Our Board of Directors appoints our officers. The following table provides the names, positions and ages of our directors and officers:

 

Name   Age   Position
David Dorwart   64   CEO, Director
         
Domenic Fontana   43   CFO, Director
         
Jordan Axt   43   CMO, Director
         
David Sterling   58   COO, Director

 

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We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date cause a change in our control. We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

 

David Dorwart, CEO and Director since June 27, 2017 and chairman since June 21, 2017

 

David Dorwart from January 2011 to the present, is the Chairman of the Board of Assist Wireless, a company based in Fort Worth, Texas that is a leading provider of lifeline phone service for individuals and families who qualify for government assistance. They are one of the fastest growing wireless providers in the telecommunications industry targeting the unbanked/underbanked and credit-challenged consumer demographic. In addition, Mr. Dorwart, since 2010, is the President and CEO of Acacia Energy, LLC. A provider of electric service to Customers in the Texas deregulated areas. Acacia Energy serves residential and small commercial businesses. Also since 2010, David Dorwart has been the CEO of PayGo Distributors, LLC, a distribution company with over 100 Independent Sales Organizations under their management. PayGO focuses on distributing prepaid Electric, Home Phone and Wireless Services to residential Customers within the United States. Since 2009, he has been the CEO of Britton & Associates, a full-service Construction Consulting Firm. They specialize in building claims and construction disputes throughout the United States. From 1999 to 2009, he was the Founder, President & CEO of dPi Teleconnect/dPi Energy, LLC. He graduated from University of Delaware with a B.S. in Business.

 

Domenic Fontana, CFO and Director since June 21, 2017

 

Domenic Fontana is currently 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, 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 Axt, CMO and Director since June 21, 2017

 

Jordan Axt is a results-producing marketing professional with over 20 years of experience successfully developing marketing and branding strategies. Executives, colleagues, and journalists have consistently noted him 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 Vice President of Marketing of ViaOne Services where he develops all marketing and customer acquisition strategies for 14 consumer facing brands.

 

David Sterling, COO and Director since January 10, 2022

 

On January 10, 2022 David Sterling was appointed as COO of the Company. Prior to joining the Company, he was a Managing Director for Chicago4Real Entertainment LLC (“Chicago4Real”) from January 2020 until December 2021, where he created and managed a fully integrated content development studio producing live-streaming and on-demand original programming. Prior to his time at Chicago4Real, from January 2015 until December 2020, he was Managing Director at LOOT Interactive LLC. He has over 25 years of experience which includes developing and expanding innovative content products for live and on-demand streaming, cross-platform gaming (mobile, console, PC, streaming), VR, AR, podcasting, non-profit outreach, and diverse lifestyle genres. On the marketing side, he also has leadership experience in the direct-to-consumer content development industry.

 

35
 

 

Involvement in Certain Legal Proceedings

 

During the past ten years, David Dorwart, Domenic Fontana, Jordan Axt, and David Sterling have not been the subject of the following events:

 

  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.

 

36
 

 

Audit Committee

 

We do not have a separately designated audit committee. Accordingly, our board of directors is deemed our audit committee as provided for under the Sarbanes-Oxley Act of 2002.

 

Code of Ethics

 

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

 

Section 16(a) of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2017, we have not complied with such filing requirements applicable to our officers and directors. We plan to follow such filing requirements in the future.

 

Director Independence

 

We do not have any independent directors.

 

Family Relationships

 

There are no family relationships between any of the officers, directors, or consultants.

 

Conflicts of Interest

 

Our officers and directors are also officers/directors of ViaOne Services and therefore, will devote time to projects that do not involve us.

 

Compensation of Directors

 

Members of our Board of Directors are not compensated for their services as directors. The Board has not implemented a plan to award options to any directors. There are no contractual arrangements with any Board of Directors member. We have no director service contracts. We do not currently have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Indemnification

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

37
 

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

We are not categorized as a “shell company” as that term is defined in Reg. 405 of the Act. A “shell company” is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations.

 

ITEM 11 EXECUTIVE COMPENSATION

 

The following tables set forth, for each of the last two completed fiscal years of us, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.

 

Summary Compensation Table

 

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 

 

38
 

 

Narrative Disclosure to Summary Compensation Table

 

Other than set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Stock Option Plan

 

On April 30, 2018, the holder of one (1) share of Series C Preferred Stock of the Company that entitles such holder to vote a majority of the issued and outstanding voting securities of the Company’s approved by written consent that the Company adopts the 2018 Stock Incentive Plan (the “2018 Plan”) under which the Board may decide at its sole discretion to grant equity awards to certain employees and consultants as set forth in the 2018 Plan. The description of the 2018 Plan does not purport to be complete and is incorporated herein by reference to a current report on form 8-k filed with the Securities and Exchange Commission on May 4, 2018.

 

On March 7, 2022, the holder of one (1) share of Series C Preferred Stock of the Company that entitles such holder to vote a majority of the issued and outstanding voting securities of the Company’s approved by written consent that the Company adopt 2022 Stock Incentive Plan (the “2022 Plan”), which replaced the 2018 Stock Incentive Plan. There are 30,000,000 shares authorized under the 2022 Plan, which is an increase from 10,000,000 authorized under the 2018 Plan. Under the 2022 Plan, the board of directors of the Company (the “Board”) may decide at its sole discretion to grant equity awards to certain employees and consultants, including employees and consultants of ViaOne Services, Inc., who are also deemed consultants of the Company.

 

Grants of Plan-Based Awards

 

There were no plan-based awards outstanding as of December 31, 2023.

 

Outstanding Equity Awards at Fiscal Year End

 

The following table summarizes outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2023:

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

OPTION AWARDS    STOCK AWARDS
Name    Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable 		    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable 		    Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#) 		    Options
Exercise
Prices ($) 		    Option
Expiration
Date 		    Number of
Shares or
Units of
Stock That
Have Not
Vested (#) 		    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) 		    Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Been Issued
(#) 		    Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Been
Issued ($) 		 
David   -    -    -    -    -    -    -    -   $- 
Dorwart                                             
                                              
Domenic   -    -    -    -    -    -    -    -   $- 
Fontana                                             
                                              
Jordan   -    -    -    -    -    -    -    -   $- 
Axt                                             
                                              
David   -    -    -    -    -    -    -    -   $- 
Sterling                                             

 

 

39
 

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors as of December 31, 2023.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof. (please advise)

 

Employment Contracts

 

There is no standing employment contract with the Company as of December 31, 2023.

 

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Beneficial Owners

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 25, 2024 (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

 

Beneficial ownership is determined under SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 

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Unless otherwise noted, the business address of each beneficial owner listed is 415 McFarlan Road, Suite 108, Kennett Square, PA 19348. Except as otherwise indicated, the persons listed below have the sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

 

As of March 25, 2024, we had 120,539,109 shares of common stock issued and outstanding.

 

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%

 

  (1) Held through ViaOne, SilverLinings Management, and Britton Associates in the respective amounts of 1,369,167 1,500,000 and 1,000,000 shares.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

On July 18, 2012, a Registration Statement on Form S-8 (the “Registration Statement”) was filed by us together with our 2012 Non-Qualified Stock Option Plan (the “Plan”) relating to 30,000,000 shares of our common stock, par value $0.001 per share, to be offered and sold to accounts of eligible persons. The original plan filed on July 18, 2012 is still valid but the Company will not issue any more securities under the Plan as we have adopted a new plan.

 

On April 30, 2018, the holder of one (1) share of Series C Preferred Stock of the Company that entitles such holder to vote a majority of the issued and outstanding voting securities of the Company’s approved by written consent that the Company adopts the 2018 Stock Incentive Plan (the “2018 Plan”) under which the Board may decide at its sole discretion to grant equity awards to certain employees and consultants as set forth in the 2018 Plan. The description of the 2018 Plan does not purport to be complete and is incorporated herein by reference to a current report on form 8-K filed with the Securities and Exchange Commission on May 4, 2018.

 

On March 7, 2022, the holder of one (1) share of Series C Preferred Stock of the Company that entitles such holder to vote a majority of the issued and outstanding voting securities of the Company’s approved by written consent that the Company adopt 2022 Stock Incentive Plan (the “2022 Plan”), which replaced the 2018 Stock Incentive Plan. There are 30,000,000 shares authorized under the 2022 Plan, which is an increase from 10,000,000 authorized under the 2018 Plan. Under the 2022 Plan, the board of directors of the Company (the “Board”) may decide at its sole discretion to grant equity awards to certain employees and consultants, including employees and consultants of ViaOne Services, Inc., who are also deemed consultants of the Company.

 

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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 

 

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The shares owned by ViaOne and SilverLinings Management are deemed to be beneficially owned by our Chairman and CEO, David Dorwart, as he owns over 5% of shares. The Company’s Chairman and Chief Executive Officer is the Chairman of ViaOne.

 

No other companies, directors or executive officers, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, nor any associate or affiliate of such persons or companies, have any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect us.

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

  - 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.

 

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Director Independence

 

We currently do not have any directors who are “independent”.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

(1) Audit and Audit Related Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of interim financial statements included in our quarterly reports on Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 

FISCAL YEAR ENDED

DECEMBER 31,

  AMOUNT   PRINCIPAL ACCOUNTING FIRM 
         
2023  $14,000    Victor Mokuolu CPA, PLLC 
2022  $4,500    Victor Mokuolu CPA, PLLC 

 

(2) Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

 

FISCAL YEAR ENDED

DECEMBER 31,

   AMOUNT    PRINCIPAL ACCOUNTING FIRM 
2023  $-    Victor Mokuolu CPA, PLLC 
2022  $-    Victor Mokuolu CPA, PLLC 

 

(3) All Other Fees

 

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1) and (2) was:

 

FISCAL YEAR ENDED

DECEMBER 31,

   AMOUNT    PRINCIPAL ACCOUNTING FIRM 
2023  $-    Victor Mokuolu CPA, PLLC 
2022  $-    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%.

 

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Part IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(1) List of Financial statements included in Part II hereof:

 

Balance Sheets, as of December 31, 2023 and 2022

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

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

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

Notes to the Financial Statements

 

(2) List of Financial Statement schedules included in Part IV hereof: None.

 

(3) Exhibits

 

The following exhibits are included herewith:

 

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.

 

ITEM 16.FORM 10-K SUMMARY

 

None.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 on April 1, 2024.

 

  Good Gaming, Inc.
   
  By: /s/ David B. Dorwart
    David Dorwart
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

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

 

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