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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
Form
10-Q
[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly interval ended March 31, 2021
(*31*)or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition interval from ______ to ______
Commission
File Number: 000-53949
Good
Gaming, Inc.
(Exact
title of registrant as laid out in its constitution)
| Nevada | 46-3917807 | |
|
(State of |
(IRS Identification |
415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
(Address
of principal govt places of work and Zip Code)
(888)
295-7279
Registrant’s
phone quantity, together with space code
(*31*)(Former
title, former tackle and former fiscal 12 months, if modified since final report)
Indicate
by examine mark whether or not the issuer (1) has filed all stories required to be filed by Section 13 or 15(d) of the Exchange Act throughout
the previous 12 months (or for such shorter interval that the registrant was required to file such stories), and (2) has been topic
to such submitting necessities for the final 90 days.
YES
[X] NO [ ]
Indicate
by examine mark whether or not the registrant has submitted electronically and posted on its company Web web site, if any, each Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) in the course of the previous
12 months (or for such shorter interval that the registrant was required to submit and put up such recordsdata).
YES
[X] NO [ ]
Indicate
by examine mark whether or not the registrant is a big accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting firm. See the definitions of “massive accelerated filer,” “accelerated filer” and “smaller
reporting firm” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer |
[ ] | Accelerated Filer |
[ ] |
| Non-accelerated Filer |
[X] | Smaller Reporting Company |
[X] |
| (Do not examine if smaller reporting firm) |
Emerging Growth Company |
[ ] |
If
an rising development firm, point out by examine mark if the registrant has elected to not use the prolonged transition interval for
complying with any new or revised monetary accounting requirements supplied pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by examine mark whether or not the registrant is a shell firm (as outlined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
(*31*)
(*31*)Securities
registered pursuant to Section 12(b) of the Act:
(*31*)
| Title of every class |
Trading Symbol(s) |
Name of every trade on which registered |
||
| None | None | None |
Indicate
the variety of shares excellent of every of the issuer’s courses of frequent inventory as of the newest practicable date. As of
May 3, 2021, there have been 68,974,031 issued and excellent shares of frequent inventory of the registrant, par worth $0.001.
(*31*)TABLE
OF CONTENTS
(*31*)FORWARD
LOOKING STATEMENTS
(*31*)
This
Quarterly Report on Form 10-Q accommodates “forward-looking statements,” inside the that means of the Private Securities
Litigation Reform Act of 1995, all of that are topic to dangers and uncertainties. Forward-looking statements might be recognized
by means of phrases equivalent to “expects,” “plans,” “will,” “forecasts,” “tasks,”
“intends,” “estimates,” and different phrases of comparable that means. One can establish them by the truth that they
don’t relate strictly to historic or present information. These statements are prone to tackle our development technique, monetary outcomes
and product and improvement packages. One should rigorously contemplate any such assertion and may perceive that many components might
trigger precise outcomes to vary from our ahead wanting statements. These components could embody inaccurate assumptions and a broad
number of different dangers and uncertainties, together with some which might be identified and a few that aren’t. No ahead wanting assertion can
be assured and precise future outcomes could fluctuate materially.
These
dangers and uncertainties, lots of that are past our management, embody, and will not be restricted to:
| ● | our development methods; |
| ● | our anticipated future operations and profitability; |
| ● | our future financing capabilities and anticipated want for working capital; |
| ● | the anticipated developments in our business; |
| ● | acquisitions of different corporations or property that we would undertake sooner or later; and |
| ● | present and future competitors. |
In
addition, components that would trigger or contribute to such variations embody, however will not be restricted to, these mentioned on this
Quarterly Report on Form 10-Q, and particularly, the dangers mentioned beneath the caption “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” in addition to these mentioned in different paperwork we file with the
SEC. We undertake no obligation to revise or publicly launch the outcomes of any revision to those forward-looking statements,
besides as required by regulation. Given these dangers and uncertainties, readers are cautioned to not place undue reliance on such forward-looking
statements.
(*31*)
(*31*)
Good
Gaming, Inc.
Consolidated
Balance Sheets
(Expressed
in U.S. Dollars)
(Unaudited)
| March 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 1,622 | $ | 2,305 | ||||
| Prepaid bills | – | 8,125 | ||||||
| Total Current Assets | 1,622 | 10,430 | ||||||
| Property and Equipment, Net | 5,336 | 5,875 | ||||||
| Gaming Software, Net | – | – | ||||||
| TOTAL ASSETS | $ | 6,958 | $ | 16,305 | ||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | 172,927 | $ | 164,987 | ||||
| Derivative Liability | 1,065,760 | 1,303,456 | ||||||
| Notes Payable | 13,440 | 13,440 | ||||||
| Convertible Debentures, present | 17,240 | 17,240 | ||||||
| Notes Payable – By way ofOne Services | 2,235,709 | 2,146,467 | ||||||
| Total Current Liabilities | 3,505,076 | 3,645,590 | ||||||
| Total Liabilities | 3,505,076 | 3,645,590 | ||||||
| Stockholders’ Deficit | ||||||||
| Series 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 | ||||||
| Series B Preferred Stock | ||||||||
| Authorized: 249,999 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 50,997 Shares | 51 | 69 | ||||||
| Series C Preferred Stock | ||||||||
| Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Shares | 1 | 1 | ||||||
| Series D Preferred Stock | ||||||||
| Authorized: Authorized: 350 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 0 Shares, | – | – | ||||||
| Common Stock | ||||||||
| Authorized: 100,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 68,974,031 Shares | 68,974 | 65,374 | ||||||
| Additional Paid-In Capital | 4,279,047 | 4,282,629 | ||||||
| Accumulated Deficit | (7,846,199 | ) | (7,977,367 | ) | ||||
| Total Stockholders’ Deficit | (3,498,118 | ) | (3,629,286 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS DEFICIT | $ | 6,958 | $ | 16,304 | ||||
(*31*)The
accompanying notes are an integral a part of these consolidated monetary statements
Good
Gaming, Inc
Consolidated
Statement of Operations
(Expressed
in U.S Dollars)
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | 6,692 | $ | 782 | ||||
| Cost of Revenues | 3,917 | 3,260 | ||||||
| Gross Profit | 2,775 | (2,478 | ) | |||||
| Operating Expenses | ||||||||
| General & Administrative | 9,616 | 9,271 | ||||||
| Contract Labor | 4,500 | 4,500 | ||||||
| Depreciation and Amortization Expense | 540 | 773 | ||||||
| Professional Fees | 86,717 | 87,568 | ||||||
| Total Operating Expenses | 101,372 | 102,112 | ||||||
| Operating Loss | (98,597 | ) | (104,590 | ) | ||||
| Other Income (Expense) | ||||||||
| Interest Income | – | – | ||||||
| Interest Expense | (7,932 | ) | (7,932 | ) | ||||
| Loss on disposal of fastened property | – | – | ||||||
| Gain (Loss) on Change in Fair Value of Derivative Liability | 237,696 | 28,454 | ||||||
| Total Other Income (Loss) | 229,764 | 20,522 | ||||||
| Net Income (Loss) | $ | 131,167 | $ | (84,068 | ) | |||
| Net Income (Loss) Per Share, Basic and Diluted | $ | 0.00 | $ | 0.00 | ||||
| Weighted Average Shares Outstanding | 68,974,031 | 53,921,421 | ||||||
(*31*)
(*31*)The
accompanying notes are an integral a part of these consolidated monetary statements
Good
Gaming, Inc
Consolidated
Statements of Cash Flows
(Expressed
in U.S Dollars)
(Unaudited)
|
For the Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Operating Activities | ||||||||
| Net Income (Loss) | $ | 131,167 | $ | (84,068 | ) | |||
| Adjustments To Reconcile Net Income (Loss) to Net Cash Used In Operating Activities | ||||||||
| Depreciation and amortization | 540 | 773 | ||||||
| Loss on disposal of fastened property | – | – | ||||||
| Change In Fair Value Of Derivative Liability | (237,696 | ) | (28,454 | ) | ||||
| Changes in working property and liabilities | ||||||||
| Due from Affiliate | – | – | ||||||
| Prepaid bills | 8,125 | 8,750 | ||||||
| Accounts Payable and Accrued Liabilities | 7,939 | 9,433 | ||||||
| Net Cash Provided By (Used in) Operating Activities | (89,925 | ) | (93,566 | ) | ||||
| Investing Activities | ||||||||
| Purchase of Property and Equipment | – | – | ||||||
| Net Cash Provided By (Used in) Investing Activities | – | – | ||||||
| Financing Activities | ||||||||
| Repayment of Series D Preferred Stock | – | – | ||||||
| Proceeds From Note Payable | – | – | ||||||
| Proceeds From Sale Of Series D Preferred Stock | – | – | ||||||
| Due To By way ofOne Services | 89,242 | 93,506 | ||||||
| Net Cash Provided By (Used In) Financing Activities | 89,242 | 93,506 | ||||||
| Change in Cash and Cash Equivalents | (683 | ) | (60 | ) | ||||
| Cash and Cash Equivalents, Beginning Of Period | 2,305 | 2,022 | ||||||
| Cash and Cash Equivalents, End Of Period | $ | 1,622 | $ | 1,962 | ||||
| Supplemental disclosure of money circulate info | ||||||||
| Cash paid for curiosity | $ | – | $ | – | ||||
| Cash paid for taxes | $ | – | $ | – | ||||
| Non-Cash Investing And Financing Activities | ||||||||
| Common Shares Issued for Conversion Of Debt | $ | – | $ | – | ||||
| Shares Issued For Acquisition Of Software | $ | – | $ | – | ||||
(*31*)The
accompanying notes are an integral a part of these consolidated monetary statements
Good
Gaming, Inc.
Statements
of Stockholders’ Equity (Deficit)
(Expressed
in U. S. Dollars)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 7,500 | $ | 8 | 68,997 | $ | 69 | 1 | $ | 1 | – | $ | – | 167,841,031 | $ | 65,374 | $ | 4,282,629 | $ | (7,977,367 | ) | $ | (3,629,286 | ) | |||||||||||||||||||||||||||||
| Conversion of most popular shares B to frequent shares | (18 | ) | 3,600,000 | $ | 3,600 | $ | (3,582 | ) | $ | – | ||||||||||||||||||||||||||||||||||||||||||
| Net Income | – | – | – | – | – | – | – | – | – | – | – | $ | 131,167 | $ | 131,167 | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 7,500 | $ | 8 | 68,997 | $ | 51 | 1 | $ | 1 | – | $ | – | 171,441,031 | $ | 68,974 | $ | 4,279,047 | $ | (7,846,199 | ) | $ | (3,498,118 | ) | |||||||||||||||||||||||||||||
The
accompanying notes are an integral a part of these monetary statements
Good
Gaming, Inc.
Statements
of Stockholders’ Equity (Deficit)
(Expressed
in U. S. Dollars)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | 7,500 | $ | 8 | 68,197 | $ | 69 | 1 | $ | 1 | – | $ | – | 53,988,755 | $ | 53,988 | $ | 4,210,995 | $ | (7,011,482 | ) | $ | (2,746,421 | ) | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | – | – | – | – | (84,067 | ) | (84,067 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | 7,500 | $ | 8 | 68,197 | $ | 69 | 1 | $ | 1 | – | $ | – | 53,988,755 | $ | 53,988 | $ | 4,210,995 | $ | (7,095,549 | ) | $ | (2,830,488 | ) | |||||||||||||||||||||||||||||
(*31*)The
accompanying notes are an integral a part of these monetary statements
(*31*)Good
Gaming, Inc.
(*31*)Notes
to the Consolidated Financial Statements
(*31*)(expressed
in U.S. {dollars})
(*31*)(Unaudited)
(*31*)
1. Nature of Operations and Continuance of Business
Good
Gaming, Inc. (Formerly HDS International Corp.) (the “Company”) was included on November 3, 2008 beneath the legal guidelines
of the State of Nevada. The Company is a number one match gaming platform and on-line vacation spot concentrating on over 250 million
e-sports gamers and contributors worldwide that wish to compete at the highschool or school stage. A considerable portion of
the Company’s actions has concerned creating a marketing strategy and establishing contacts and visibility within the market
and the Company has not generated any substantial income up to now. Beginning in 2018, the Company started deriving income by offering
transaction verification providers inside the digital forex networks of cryptocurrencies. However, on December 12, 2018, the
Company discontinued such transaction verification providers by dissolving Crypto Strategies Group, Inc., its wholly-owned subsidiary.
Going
Concern
These
monetary statements have been ready on a going concern foundation, which means that the Company will proceed to comprehend its
property and discharge its liabilities within the regular course of enterprise. The Company has generated minimal revenues up to now and
has by no means paid any dividends and is unlikely to pay dividends or generate vital earnings within the speedy or foreseeable
future. The continuation of the Company as a going concern depends upon the continued monetary assist from its shareholders,
the power to lift fairness or debt financing, and the attainment of worthwhile operations from the Company’s future enterprise.
These components elevate substantial doubt concerning the Company’s means to proceed as a going concern for a interval of 1
12 months from the issuance of those monetary statements. These monetary statements don’t embody any changes to the recoverability
and classification of recorded asset quantities and classification of liabilities that is perhaps obligatory ought to the Company be unable
to proceed as a going concern.
2. Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited consolidated monetary statements have been ready in accordance with U.S. usually accepted accounting
ideas for interim monetary info and with the directions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they don’t embody the entire info and footnotes required by U.S. usually accepted accounting ideas for full
consolidated monetary statements. In the opinion of administration, all changes (consisting of regular recurring accruals) thought-about
obligatory for a good presentation have been included.
Use
of Estimates
The
preparation of economic statements in conformity with usually accepted accounting ideas within the United States requires
administration to make estimates and assumptions that have an effect on the reported quantities of property and liabilities and disclosure of contingent
property and liabilities on the date of the monetary statements and the reported quantities of revenues and bills in the course of the reporting
interval. The Company commonly evaluates estimates and assumptions associated to the truthful values of convertible debentures, by-product
legal responsibility, stock-based compensation, and deferred revenue tax asset valuation allowances. The Company bases its estimates and assumptions
on present information, historic expertise and varied different components that it believes to be cheap beneath the circumstances, the
outcomes of which type the idea for making judgments in regards to the carrying values of property and liabilities and the accrual of prices
and bills that aren’t readily obvious from different sources. The precise outcomes skilled by the Company could differ materially
and adversely from the Company’s estimates. To the extent there are materials variations between the estimates and the precise
outcomes, future outcomes of operations can be affected.
Certain
reclassifications have been made to prior-year quantities to evolve to the present interval presentation.
Cash
Equivalents
The
Company considers all extremely liquid devices with maturities of three months or much less on the time of issuance to be money equivalents.
Amounts receivable from bank card processors are additionally thought-about money equivalents as a result of they’re each short-term and extremely
liquid in nature.
Intangible
Assets
Intangible
property are carried on the bought value much less amassed amortization. Amortization is computed over the estimated helpful lives
of the respective property, usually 5 years.
Impairment
of Long-Lived Assets
Long-lived
property and sure identifiable intangible property to be held and used are reviewed for impairment each time occasions or modifications in
circumstances point out that the carrying quantity of such property will not be recoverable. Determination of recoverability relies
on an estimate of undiscounted future money flows ensuing from the usage of the asset and its eventual disposition. Measurement
of an impairment loss for long-lived property and sure identifiable intangible property that administration expects to carry and use
relies on the truthful worth of the asset. Long-lived property and sure identifiable intangible property to be disposed of are reported
on the decrease of carrying quantity or truthful worth much less prices to promote.
Beneficial
Conversion Features
From
time to time, the Company could situation convertible notes which will comprise an embedded useful conversion function. A useful
conversion function exists on the date a convertible notice is issued when the truthful worth of the underlying frequent inventory to which
the notice is convertible into is in extra of the remaining unallocated proceeds of the notice after first contemplating the allocation
of a portion of the notice proceeds to the truthful worth of the warrants, if associated warrants have been granted. The intrinsic worth
of the useful conversion function is recorded as a debt low cost with a corresponding quantity to extra paid in capital.
The debt low cost is amortized to curiosity expense over the lifetime of the notice utilizing the efficient curiosity methodology.
Derivative
Liability
From
time to time, the Company could situation fairness devices which will comprise an embedded by-product instrument which can end in
a by-product legal responsibility. A by-product legal responsibility exists on the date the fairness instrument is issued when there’s a contingent train
provision. The by-product legal responsibility is recorded at its truthful worth calculated by utilizing an choice pricing mannequin. The truthful worth
of the by-product legal responsibility is then calculated on every stability sheet date with the corresponding positive factors and losses recorded in
the assertion of operations.
Basic
and Diluted Net Loss Per Share
The
Company computes internet loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of each fundamental
and diluted earnings per share (EPS) on the face of the revenue assertion. Basic EPS is computed by dividing internet loss out there
to frequent shareholders (numerator) by the weighted common variety of shares excellent (denominator) in the course of the interval. Diluted
EPS provides impact to all dilutive potential frequent shares excellent in the course of the interval utilizing the treasury inventory methodology and convertible
most popular inventory utilizing the if-converted methodology. In computing Diluted EPS, the typical inventory worth for the interval is utilized in figuring out
the variety of shares assumed to be bought from the train of inventory choices or warrants. Diluted EPS excludes all dilutive
potential shares if their impact is anti-dilutive. At March 31, 2021 and December 31, 2020, the Company had 10,000,000 and 10,000,000
probably dilutive shares from excellent convertible debentures, respectively.
Income
Taxes
Potential
advantages of revenue tax losses will not be acknowledged within the accounts till realization is extra doubtless than not. Pursuant to ASC 740,
the Company is required to compute tax asset advantages for internet working losses carried ahead. The potential advantages of internet
working losses haven’t been acknowledged in these consolidated monetary statements as a result of the Company can’t be assured it
is extra doubtless than not it’ll make the most of the online working losses carried ahead in future years. Unrecognized tax positions,
if ever acknowledged within the consolidated monetary statements, are recorded within the assertion of operations as a part of the revenue
tax provision. Our coverage is to acknowledge curiosity and penalties accrued on unsure tax positions, if any, as a part of the revenue
tax provision. The Company has no legal responsibility for unsure tax positions. Unrecognized tax positions, if ever acknowledged within the
consolidated monetary statements, are recorded within the assertion of operations as a part of the revenue tax provision. The Company’s
coverage is to acknowledge curiosity and penalties accrued on unsure tax positions, if any, as a part of the revenue tax provision.
The Company has no legal responsibility for unsure tax positions.
Financial
Instruments
ASC
820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximise the usage of observable
inputs and decrease the usage of unobservable inputs when measuring truthful worth. It establishes a good worth hierarchy based mostly on the
stage of impartial, goal proof surrounding the inputs used to measure truthful worth. A monetary instrument categorized
inside the truthful worth hierarchy relies upon the bottom stage of enter that’s vital to the truthful worth measurement. It
prioritizes the inputs into three ranges which may be used to measure truthful worth:
Level
1
Level
1 applies to property or liabilities for which there are quoted costs in lively markets for similar property or liabilities.
Level
2
Level
2 applies to property or liabilities for which there are inputs aside from quoted costs which might be observable for the asset or legal responsibility
equivalent to quoted costs for comparable property or liabilities in lively markets; quoted costs for similar property or liabilities in
markets with inadequate quantity or rare transactions (much less lively markets); or model-derived valuations wherein vital
inputs are observable or might be derived principally from, or corroborated by, observable market knowledge.
Level
3
Level
3 applies to property or liabilities for which there are unobservable inputs to the valuation methodology which might be vital to
the measurement of the truthful worth of the property or liabilities.
Assets
and liabilities measured at truthful worth on a recurring foundation have been offered on the Company’s consolidated stability sheet as
at March 31, 2021 and 2020 as follows:
| Description | Fair Value Measurements at March 31, 2021 Using Fair Value Hierarchy | |||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative legal responsibility | $ | 1,065,760 | $ | – | $ | – | $ | 1,065,760 | ||||||||
| Total | $ | 770,949 | $ | – | $ | – | $ | 770,949 | ||||||||
| Description | Fair Value Measurements at March 31, 2020 Using Fair Value Hierarchy | |||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative legal responsibility | $ | 748,664 | $ | – | $ | – | $ | 748,664 | ||||||||
| Total | $ | 748,664 | $ | – | $ | – | $ | 748,664 | ||||||||
The
carrying values of all of our different monetary devices, which embody accounts payable and accrued liabilities, and quantities
attributable to associated events approximate their present truthful values due to their nature and respective maturity dates or durations.
Advertising
Expenses
Advertising
bills are included basically and administrative bills within the consolidated Statements of Operations and are expensed as incurred.
The Company incurred $1041 and $295 in promoting and promotion bills within the three months ended March 31, 2021 and 2020, respectively.
Revenue
Recognition
Revenue
is acknowledged in accordance with ASC 606. The Company performs the next 5 steps: (i) establish the contract(s) with a buyer,
(ii) establish the efficiency obligations within the contract, (iii) decide the transaction worth, (iv) allocate the transaction worth
to the efficiency obligations within the contract, and (v) acknowledge income when (or as) the entity satisfies a efficiency obligation.
The Company applies the five-step mannequin to preparations that meet the definition of a contract beneath Topic 606, together with when it’s
possible that the entity will acquire the consideration it’s entitled to in trade for the products or providers it transfers to the client.
At contract inception, as soon as the contract is set to be inside the scope of Topic 606, the Company evaluates the products or providers
promised inside every contract associated efficiency obligation and assesses whether or not every promised good or service is distinct. The Company
acknowledges as income, the quantity of the transaction worth that’s allotted to the respective efficiency obligation when (or as) the
efficiency obligation is happy. Revenues primarily embody revenues from microtransactions. Microtransaction revenues are derived
from the sale of digital items to the Company’s gamers. Proceeds from the gross sales of digital items instantly are acknowledged as revenues
when a participant makes use of the digital items.
Recent
Accounting Pronouncements
In
February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2016-02, Leases (Topic 842), which amends the present accounting requirements for leases. The new commonplace requires lessees to file a
right-of-use (“ROU”) asset and a corresponding lease legal responsibility on the stability sheet (apart from short-term leases).
This new commonplace is efficient for annual reporting intervals starting after December 15, 2018, and interim reporting intervals inside these
annual reporting intervals, with early adoption permitted. We adopted this new commonplace efficient January 1, 2019. Adoption didn’t have
any impact on the Company because it doesn’t have any leases.
The
Company has carried out all different new accounting pronouncements which might be in impact. These pronouncements didn’t have any materials influence
on the consolidated monetary statements except in any other case disclosed, and the Company doesn’t imagine that there are some other new accounting
pronouncements which have been issued that may have a fabric influence on its monetary place or outcomes of operations.
3.
Other Assets
Property
and Equipment consisted of the next:
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Computers and servers | $ | 20,333 | $ | 13,446 | ||||
| Accumulated Depreciation | (14,997 | ) | (9,039 | ) | ||||
| $ | 5,335 | $ | 4,407 | |||||
Depreciation
expense for the three months ended March 31, 2021 and 2020 was $540 and $773, respectively.
4.
Debt
Convertible
Debentures
On
April 15, 2015, the Company issued a convertible debenture with the principal quantity of $100,000 to HGT Capital, LLC (“HGT”),
a non-related celebration. During the quarter ended June 30, 2015, the Company acquired the primary $50,000 in cost. The remaining $50,000
cost can be made on the request of the borrower. No extra funds have been made as of September 30, 2018. Under the phrases
of the debentures, the quantity was unsecured and was due on October 16, 2016. The notice is at the moment in default and bears an curiosity of
22% each year. It was convertible into shares of frequent inventory any time after the maturity date at a conversion fee of fifty% of the typical
of the 5 lowest closing bid costs of the Company’s frequent inventory for the thirty buying and selling days ending one buying and selling day previous to
the date the conversion discover was despatched by the holder to the Company. On September 21, 2018, the Company entered right into a modification
settlement with HGT with respect to the convertible promissory notice which has a stability of $107,238. Pursuant to such modification settlement,
all defaults have been waived and it was agreed that such notice will convert at a 25% low cost to the market moderately than the default fee.
HGT additionally agreed to sure sale restrictions which restrict the quantity of shares that they’ll promote in any month for the following three months.
HGT additionally agreed to dismiss, with prejudice, the lawsuit that it had filed in opposition to the Company. On November 29, 2018, HGT transformed $6,978
of a convertible notice into 1,655,594 shares of the Company’s frequent inventory. On August 17, 2020, HGT transformed $5,833 of notes into
2,645,449 shares of the Company’s frequent inventory. On September 9, 2020, HGT transformed $11,822 of notes into 2,775,076 shares of the
Company’s frequent inventory. On November 11, 2020, HGT transformed $25,239 of notes into 2,911,055 shares of the Company’s frequent
inventory. On December 18, 2020, HGT transformed $40,126 of notes into 3,053,696 shares of the Company’s frequent inventory. As of December
31, 2020, the remaining notice stability was $17,240.
The
Company entered right into a line of credit score settlement (“Line Of Credit”) with By way ofOne on September 27, 2018 (the “Effective
Date”). This Line of Credit dated as of, was entered into by and between the Company and By way ofOne. The Company had a direct want
for extra capital and requested By way ofOne to make a brand new mortgage(s) in an preliminary quantity of $25,000 on the Effective Date (the “New Loan”).
The Company may have extra capital and By way ofOne has agreed pursuant to this Line of Credit to supply for extra advances, though
By way ofOne shall haven’t any obligation to make any extra loans. Any additional New Loans shall be memorialized in a promissory notice with considerably
the identical phrases because the New Loan and shall be secured by the entire property of the Company. On or earlier than the Effective Date, the Company
could request in writing to By way ofOne that it mortgage the Company extra sums of as much as $250,000 and inside 5 days of such request(s),
By way ofOne shall have the correct, however not an obligation, to make extra loans to the Company and the Company shall in flip instantly
situation a notice within the quantity of such mortgage. In consideration for making the New Loan, the Company entered right into a safety settlement whereby
By way ofOne acquired a senior safety curiosity in the entire property of the Company.
| 5. | Derivative Liabilities |
The
following inputs and assumptions have been used to worth the convertible debentures excellent in the course of the years ended March 31, 2021 and
March 31, 2020:
The
projected annual volatility for every valuation interval was based mostly on the historic volatility of the Company of 251.4% and 194.6% at March
31, 2021 and 2020, respectively. The threat free fee was .01% and 0.04% at March 31, 2021 and 2020, respectively. The anticipated life was
9 months and the dividend yield was 0% for annually.
A
abstract of the exercise of the by-product legal responsibility is proven under:
| Balance, March 31, 2019 | $ | 509,362 | ||
| Change in worth | 239,302 | |||
| Balance, March 31, 2020 | 748,664 | |||
| Change in worth | 317,096 | |||
| Balance, March 31, 2021 | 1,065,760 |
Share
Transactions for the Quarter Ended March 31, 2020:
None.
Share
Transactions for the Quarter Ended March 31, 2021:
On
March 8, 2021, Lincoln Acquisition transformed 18,000 shares of Preferred B Stock into 3,600,000 of the Company’s frequent inventory.
Our
Articles of Incorporation authorize us to situation as much as 2,250,350 shares of most popular inventory, $0.001 par worth. Of the two,250,000 licensed
shares of most popular inventory, the overall variety of shares of Series A Preferred Stock the Corporation shall have the authority to situation is
2,000,000, with a said par worth of $0.001 per share, the overall variety of shares of Series B Preferred Stock the Corporation shall
have the authority to situation is 249,999, with a said par worth of $0.001 per share, the overall variety of shares of Series C Preferred
Stock the Corporation shall have the authority to situation is 1, with a said par worth of $0.001 per share, and the overall variety of shares
of Series D Preferred Stock the Corporation shall have the authority to situation is 350, with a said par worth of $0.001 per share. Our
Board of Directors is permitted, with out additional motion by the shareholders, to situation shares of most popular inventory and to repair the designations,
quantity, rights, preferences, privileges and restrictions thereof, together with dividend rights, conversion rights, voting rights, phrases
of redemption, liquidation preferences and sinking fund phrases. We imagine that the Board of Directors’ energy to set the phrases of,
and our means to situation most popular inventory, will present flexibility in reference to doable financing or acquisition transactions
sooner or later. The issuance of most popular inventory, nevertheless, might adversely have an effect on the voting energy of holders of frequent inventory and reduce
the quantity of any liquidation distribution to such holders. The presence of excellent most popular inventory might even have the impact of
delaying, deterring or stopping a change in charge of our firm.
As
of March 31, 2021, we had 7,500 shares of our Series A most popular inventory, 50,997 shares of Series B most popular inventory, 1 shares of Series
C Preferred Stock, and 0 share of Series D Preferred Stock issued and excellent.
The
7,500 issued and excellent shares of Series A Preferred Stock are convertible into shares of frequent inventory at a fee of 20 frequent shares
for every Series A Preferred Share. The 50,997 issued and excellent shares of Series B Preferred Stock are convertible into shares of
frequent inventory at a fee of 200 frequent shares for every Series B Preferred Share. If all of our Series A Preferred Stock and Series B Preferred
Stock are transformed into shares of frequent inventory, the variety of issued and excellent shares of our frequent inventory will enhance by 10,349,400
shares.
The
1 issued and excellent shares of Series C Preferred Stock has voting rights equal to 51% of all shares entitled to vote and is
held by By way ofOne Services LLC, a Company managed by our CEO.
The
0 issued and excellent shares of Series D Preferred Stock have been convertible into shares of frequent inventory on the decrease of the Fixed Conversion
Price ($.06 per share) or on the VWAP which shall be outlined as the typical of the 5 (5) lowest closing costs in the course of the 20 days
previous to conversion.
The
holders of Series A, Series B, Series C and Series D have a liquidation desire to the frequent shareholders.
In
reference to the $100,000 convertible debenture issued to HGT Capital, LLC (“HGT”), the Company issued HGT a warrant to
buy 100,000 shares of the Company’s frequent inventory at $1.00 per share. This warrant was not exercised and expired on April 15,
2020.
| 9. | Related Party Transactions |
On
or round April 7, 2016, Silver Linings Management, LLC funded the Company $13,440 within the type of convertible debentures secured by sure
high-powered gaming machines bought from XIDAX. Such notice bore curiosity at a fee of 10% each year, payable in money or sort on the
choice of the Company, matured on April 1, 2018, and was convertible into Series B Preferred shares on the choice of the holder at any
time. On January 08, 2019, Silver Linings Management, LLC transformed its Series B Preferred shares into shares of the Company’s
Common Stock.
On
November 30, 2016, By way ofOne bought a Secured Promissory Note equal to a most preliminary principal quantity of $150,000 issued by the Company
to By way ofOne. As extra advances have been made by By way ofOne to the Company, the principal quantity of the Note was elevated to $225,000 and
$363,000 by amendments dated January 31, 2017 and March 1, 2017, respectively.
On
May 5, 2017, By way ofOne delivered a default discover to the Company pursuant to Section 6 of the Note Purchase Agreement however has subsequently
prolonged the due date and has elevated the funding as much as One Million ($1,000,000) {dollars}. After giving the Company a 15 (15) day
discover interval to remedy the default beneath the Stock Pledge Agreement, dated November 30, 2016, entered by and among the many Company, CMG and
By way ofOne (“Pledge Agreement”), By way ofOne took possession of the Series C Stock, which was topic of the Pledge Agreement.
The
Secured Promissory Note as amended elevated on occasion attributable to extra advances supplied to the Company by By way ofOne.
On
September 1, 2017, the Company executed an amended Employee Services Agreement with By way ofOne which stipulated that By way ofOne would proceed
offering to the Company providers referring to the Company’s human assets, advertising, promoting, accounting and financing for
a month-to-month administration charge of $25,000. This settlement was amended on January 1, 2018. The accrued month-to-month administration charges, $100,000 at
December 31, 2017, are convertible by By way ofOne into the Company’s frequent inventory at a fee of 125% of the accrued charges at a conversion
worth of (i) $0.05 per share; or (ii) the quantity weighted adjusted worth (“VWAP”) of the frequent inventory on the 14th day of
every month if the 14th of that month is a buying and selling day. In the occasion the 14th day of a month falls on a Saturday, Sunday, or a buying and selling
vacation, the VWAP of the Common Stock can be valued on the final buying and selling day earlier than the 14th day of the month.
On
September 27, 2018, the Company and By way ofOne, entered right into a Line of Credit Agreement (the “LOC Agreement”), pursuant to which
the Company issued a secured promissory notice with the preliminary principal quantity of $25,000 to By way ofOne in trade for a mortgage of $25,000
(the “Initial Loan Amount”). In accordance with this Agreement, the Company could request By way ofOne to supply loans of as much as
$250,000, together with the Initial Loan Amount, and By way ofOne has the correct to resolve whether or not it’ll honor such request. The Initial Loan
Amount grew to become due on September 30, 2019 (the “Maturity Date”) and bore an rate of interest of 8.0% each year. The unpaid principal
and curiosity of the Promissory Note after the Maturity Date accrued curiosity at a fee of 18.0% each year. The principal quantity of the
Promissory Note could enhance on occasion as much as $250,000 in accordance with the phrases and circumstances of the Agreement. In connection
with the Agreement and Promissory Note, the Company and By way ofOne executed a safety settlement dated September 27, 2018 whereby the Company
granted By way ofOne a safety curiosity in all of its property, together with with out limitation, money, stock, account receivables, actual property
and mental properties, to safe the reimbursement of the loans made pursuant to the LOC Agreement and Promissory Note.
As
of March 31, 2021, the overall quantity the Company owed to By way ofOne Services was $2,235,709.
The
Company’s Chairman and Chief Executive Officer is the Chairman of By way ofOne.
The
Company has a internet working loss carried ahead of $4,091,832 out there to offset taxable revenue in future years till
the top of the fiscal 12 months of 2030.
The
vital elements of deferred revenue tax property and liabilities at March 31, 2021 and 2020 are as follows:
(*31*)
| 2021 | 2020 | |||||||
| Net Operating Loss Carryforward | $ | 859,285 | $ | 701,580 | ||||
| Valuation allowance | (859,285 | ) | $ | (701,580 | ) | |||
| Net Deferred Tax Asset | $ | – | $ | – | ||||
(*31*)
The
revenue tax profit has been computed by making use of the weighted common revenue tax charges of the United States (federal and state charges)
of 21% to a internet loss earlier than revenue taxes calculated for every jurisdiction. The tax results of great momentary variations, which
comprise future tax property and liabilities, are as follows:
| 2021 | 2020 | |||||||
| Income tax restoration at statutory fee | $ | 27,545 | $ | (17,654 | ) | |||
| Valuation allowance change | (27,545 | ) | $ | 17,654 | ||||
| Provision for revenue taxes | $ | – | $ | – | ||||
11.
Commitments and Contingencies
None.
12.
Subsequent Events
None.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(*31*)Cautionary
Statements
This
Quarterly Report on Form 10-Q (“Form 10-Q”) could comprise “forward-looking statements,” as that time period is utilized in
federal securities legal guidelines, about Good Gaming, Inc. (“GMER,” “we,” “our,” “us,” the “Company,”
“administration”) and its monetary situation, outcomes of operations and enterprise. These statements embody, amongst others:
| ● | statements regarding the potential advantages that we could expertise from our enterprise actions and sure transactions we ponder or have accomplished; and |
| ● | statements of GMER’s expectations, beliefs, future plans and techniques, anticipated developments and different issues that aren’t historic information. These statements could also be made expressly on this Form 10-Q. You can discover many of those statements by searching for phrases such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or comparable expressions used on this Form 10-Q. These forward-looking statements are topic to quite a few assumptions, dangers and uncertainties which will trigger GMER’s precise outcomes to be materially totally different from any future outcomes expressed or implied by GMER in these statements. The most vital information that would forestall GMER from attaining its said objectives embody, however will not be restricted to, the following: |
| (a) | volatility or decline of our inventory worth; |
| (b) | potential fluctuation of quarterly outcomes; |
| (c) | failure of GMER to attain revenues or earnings; |
| (d) | insufficient capital to proceed or increase our enterprise, and lack of ability to lift extra capital or financing to implement our enterprise plans; |
| (e) | decline in demand for GMER’s services and products; |
| (f) | fast antagonistic modifications in markets; |
| (g) | litigation with or authorized claims and allegations by outdoors events in opposition to us, together with however not restricted to challenges to our mental property rights; and |
| (h) | inadequate revenues to cowl working prices. |
There
isn’t any assurance that GMER can be worthwhile, in a position to efficiently develop, handle or market its services and products, be capable of appeal to
or retain certified executives and personnel, in a position to acquire prospects for its services or products, extra dilution in excellent
inventory possession could also be incurred because of the issuance of extra shares, warrants and inventory choices, the train of excellent warrants
and inventory choices, or the conversion of convertible promissory notes, and different dangers inherent in GMER’s companies.
Because
the statements are topic to dangers and uncertainties, precise outcomes could differ materially from these expressed or implied by the forward-looking
statements. GMER cautions you to not place undue reliance on the statements, which converse solely as of the date of this Form 10-Q. The cautionary
statements contained or referred to on this part needs to be thought-about in reference to any subsequent written or oral forward-looking
statements that GMER or individuals appearing on its behalf could situation. GMER doesn’t undertake any obligation to assessment or affirm analysts’
expectations or estimates or to launch publicly any revisions to any forward-looking statements to mirror occasions or circumstances after
the date of this Form 10-Q, or to mirror the incidence of unanticipated occasions.
Overview
The
Company was included on November 3, 2008 beneath the legal guidelines of the State of Nevada, to interact in sure enterprise providers. Our objective
is to turn out to be a number one match gaming supplier in addition to an internet vacation spot, concentrating on over 250 million esports gamers and contributors
worldwide that wish to compete at the highschool or school stage. We are a developmental stage enterprise, have generated restricted revenues
up to now and have a historical past of working losses.
The
Good Gaming platform was established in early 2014 by its founding members who acknowledged the necessity that thousands and thousands of avid gamers worldwide
desired to play video games at aggressive ranges. The founders acknowledged that there was no construction or group on a big scale for
newbie avid gamers whereas skilled esports was rapidly establishing itself.
Good
Gaming is successfully constructing the enterprise infrastructure for the quickly rising esports business, just like the highschool and school
athletic business. Good Gaming is designed to be the gateway for newbie esports athletes to compete on the semi-professional stage,
enhance their gaming abilities, and work together with veteran avid gamers globally in a vacation spot web site and social networking framework.
Good
Gaming differs from the skilled stage of the esports business by specializing in greater than roughly 250 million avid gamers that fall
under the skilled stage however are above the informal stage, categorized as “amateurs.” Good Gaming distinguishes itself from
its direct and oblique opponents by being the primary firm to supply multi-game, multi-console providers on the newbie esports stage.
The Company is just not unique to any explicit {hardware} or software program vendor.
On
May 4, 2016, the Company introduced that it had accomplished its first closed public beta testing of their 2.0 match platform to find out
the performance, pace, ease of use, and accuracy of the system and are making ready to enter into full-blown manufacturing.
On
February 18, 2016, the Company, previously HDS International Corp., acquired the property of Good Gaming, Inc. from CMG Holdings Group, Inc.
(OTCQB: CMGO). On that date, the Company’s former CEO, Paul Rauner, resigned. The Company appointed Vikram Grover to the positions
of CEO and Director of the board of administrators (the “Board”). Vikram Grover is a former Wall Street analyst and funding
banker with greater than 20 years of expertise in telecommunications, media and expertise. In addition, David Dorwart was elected by the
majority shareholders to the Company’s Board. Mr. Dorwart is the Co-Founder and Chairman of Assist Wireless, Inc., a supplier of
lifeline wi-fi providers to tens of hundreds of subscribers primarily within the Midwest.
On
June 27, 2017 the Board of Directors of the Company appointed David B. Dorwart because the Company’s Chief Executive Officer. On June
21, 2017, Mr. Dorwart was appointed to function the Chairman of the Board of Directors. David B. Dorwart, Chairman and CEO of Good Gaming,
Inc., brings over 31 years of start-up entrepreneurism and govt stage administration to the Company. Mr. Dorwart was a CoFounder and
CEO of dPi Teleconnect, a pay as you go wi-fi supplier, for 10 years. During his tenure, he grew the corporate from a start-up to $75 million
in revenues earlier than promoting the corporate. Over the final 9 years, he has been concerned with a number of different profitable tasks together with
Assist Wireless, Brooklet Energy Distribution, PayGo Distributors and Britton & Associates. He is at the moment the Chairman and CoFounder
of By way ofOne Services, an organization which makes a speciality of wi-fi communications and gives intricate multi-faceted providers for start-up
corporations using business specialists. By advantage of their possession of this Series C Preferred Stock, By way ofOne is the Company’s principal
stockholder.
On
June 27, 2017, the Company additionally bolstered its Board of Directors with govt stage professionals by including two seasoned people
who focus on group and finance in addition to the branding and advertising of established and rising organizations that are
poised to point out vital development.
Domenic
Fontana is at the moment the Sr. Vice President of By way ofOne Services and a board member. He is an skilled CPA and monetary govt who
has labored in progressively extra superior govt roles all through his profession. Having labored at Verizon, Ebay and now By way ofOne Services
over the past 14 years, he has developed intimate and intensive data of govt stage administration and the telecommunications business.
He has labored in all points of Finance, Accounting, Treasury, and Operations.
Jordan
Majkszak Axt, a board member, is a results-producing advertising skilled with over 15 years of expertise efficiently creating
advertising and branding methods. He has been persistently famous by executives, colleagues, and journalists for his particular experience
in bringing services and products on-line with a complete digital go-to-market technique. He has beforehand held govt stage positions
as Director of Marketing for ProfitLevel Inc. and Clutch Holdings LLC. He is at the moment Sr. Director of Marketing of By way ofOne Services the place
he develops all advertising and buyer acquisition methods for 14 shopper going through manufacturers.
On
July 10, 2017, the Company’s Board of Directors elected David Dorwart its CEO. Additionally, the Board of Directors permitted to
elect Domenic Fontana and Jordan Axt to the Company’s Board of Directors.
On
August 8, 2017, the board of administrators of the Company accepted Vikram Grover’s resignation because the Treasurer of the Company and
as a member of the Board, efficient instantly.
On
August 8, 2017, the Board of the Company accepted Barbara Laken’s resignation because the Secretary of the Company and as a member on
the Board, efficient instantly.
On
August 9, 2017, the Company introduced a strategic assessment of its enterprise, which prompted enhancements to its enterprise mannequin and a discount
in bills designed to speed up its transfer to free money circulate technology.
On
August 29, 2017, Eric Brown grew to become the Chief Operating Officer.
(*31*)
In
September of 2017, the Company started specializing in its Minecraft server by enhancing the event workers and launched an providing of
microtransactions after it noticed the chance to generate income with out including quite a lot of overhead. The preliminary providing of microtransactions
exceeded income expectations and the Company has continued to increase the Minecraft server choices. The Company additionally started pursuing
the acquisition of extra Minecraft servers that have been already established to start scaling this effort.
In
March of 2017, the Company started exploring potential partnerships with varied franchise alternatives associated to each LAN facilities and
Virtual Reality facilities. Financial evaluation and analysis on these alternatives is ongoing.
On
March 21, 2018, the Company acquired Crypto Strategies Group, Inc. for consideration of $500.
On
December 12, 2018, the Company dissolved Crypto Strategies Group, Inc.
In
March 2019, the Company discontinued Minecade and Olimpo servers and determined to give attention to Minecraft servers.
On
March 11, 2019, Eric Brown resigned from the Chief Operating Officer’s place.
Technology
In
2016, the Company accomplished its 2.0 match platform and thereafter ran dozens of robotic inside take a look at tournaments and held quite a few
free-to-play tournaments on massive scales with its associate The Syndicate, the proprietor of the world’s longest working on-line gaming
guild that has 1,200 members worldwide. Good Gaming performed two closed public beta tournaments of a whole lot of contributors in May 2016
with a purpose to absolutely vet the system. After making roughly 100 fixes and modifications to the system, it now runs easily. The system is designed
to scale to 512,000 concurrent opponents. The Company has up to date the system to deal with group tournaments, which can additional increase
its alternative to common titles which have tens of thousands and thousands of lively gamers and has lately launched titles which have the potential
for cross-platform play amongst Gaming PC, Microsoft Xbox and Sony PlayStation.
In
2017, the Company has ran a whole lot of tournaments frequently with a devoted buyer base of over 30,000 members. Additionally,
the Company expanded its web site by providing content material related to the member base with info referring to recreation play technique and
recreation information. This generated almost 100,000 distinctive visits per thirty days. In an effort to monetize that site visitors, the Company employed the use
of Google show promoting and examined a subscription mannequin. After cautious analysis of the Company’s technique, administration determined
to maneuver away from free tournaments and customized content material and give attention to rising and monetizing our Minecraft server, which has grown considerably
in recognition. This determination was a results of complete aggressive evaluation and evaluations made in how the esports business was
shifting in its area. Tournaments and customized content material are at the moment suspended whereas the Company grows income and focuses on increasing
its efforts with Minecraft. The Company has additionally aggressively evaluated a number of enterprise fashions and acquisition alternatives to renew
its earlier success as it’s associated to tournaments.
In
2018, the Company acquired the Minecade and Olimpo Minecraft servers with a purpose to ship on enlargement efforts. This transfer, coupled with
continued development of the core Good Gaming Minecraft server considerably elevated revenues and site visitors. By the top of the 12 months,
the Company struck a cope with a distinguished Minecraft influencer, which resulted within the single highest month-to-month earnings achieved inside
the Minecraft division, up to now.
In
2019, following a extreme downturn of enterprise within the Minecraft sector as a complete, the Company determined to quickly droop the Minecade
and Olimpo networks and refocus its efforts again on the core Good Gaming server. Much of the 12 months was spent upgrading and overhauling
the server’s present infrastructure, which had grown stale over prior years. The Company tailored its technique to focus on long run
success and consistency by means of main improvements within the SkyBlock and Prison recreation modes, and started work in the direction of an formidable full recode
of the Minecade server.
In
2020, the Company finalized its infrastructure overhaul to be used in upcoming releases. A brand new, experimental model of Prison, Prison MMO,
was launched as an early entry recreation mode in February 2020. Prison MMO is designed to be a self-sustaining Minecraft recreation mode which
incorporates parts of the Massively Multiplayer Online online game style. The Company expects regular development from this mode because it continues
creating Prison MMO. On April 1, 2020, the corporate launched its first iteration of a brand new SkyBlock gamemode, SkyBlock Spring, to some
sturdy success. During the third quarter of 2020, the Company carried out a brand new workflow administration type and launched its summer time version
of SkyBlock. The launch of the summer time version signified a renewed give attention to constant development by means of common, participant centered updates.
The Company’s fall launch of Prison in October 2020 resulted in its single highest income producing month of the 12 months, up to now.
In
2021, the Company kicked off the primary quarter with main upgrades to its Winter version of SkyBlock together with the discharge of its Winter
version of Prison. The Company used this era to experiment with new launch schedules and recreation mechanics with the objective of figuring out
easy methods to additional strengthen future releases.
Business
Strategy
In
the previous, our administration group’s technique was to be a full-service firm offering finest in school tournaments, the most effective platform
on which they’re performed, and content material that’s all in regards to the esports world. We have checked out this technique and have modified the way in which we
view our enterprise.
It
was our ambition and technique to be nice at offering a spot for amateurs to play. By specializing in what the gaming universe is missing,
it allowed us to give attention to the promotion of groups, leagues and competitors. We supposed to start with native servers and increase organically
from there. We acknowledged there are thousands and thousands of gamers who need to compete inside the gaming group.
However,
as tournaments and funding in servers weren’t worthwhile to the Company, we now have determined to give attention to Minecraft. We have a well-established
server and can proceed to dedicate assets to creating and modifying Minecraft property by introducing new SkyBlock Seasons and Minecraft
Prison recreation modes inside our server. We really feel that we now have realized easy methods to monetize this and can be capable of proceed to develop and have
it as a significant a part of our enterprise technique.
Offices
Our
govt places of work are positioned at 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our phone quantity is (888) 295-7279.
Recently
Issued Accounting Pronouncements
None.
RESULTS
OF OPERATIONS
Our
auditors have issued a going concern opinion on the monetary statements for the 12 months ended December 31, 2020. This signifies that our auditors
believed there was substantial doubt that we might proceed as an ongoing enterprise for the following twelve months from the date of issuance
of this going concern opinion except we obtained extra capital. We generated little income prior to now. We have accomplished the event
of our web site, sourced out suppliers for merchandise to promote and sourced out prospects to purchase our merchandise. Accordingly, we have to elevate
money from sources aside from operations. Our different supply for money presently is investments by others in our firm and the income
we generate from the gross sales of our merchandise. We want to lift money to proceed our venture and construct our operations.
Plan
of Operation – Milestones
We
are at an early stage of our new enterprise operations. Over the following twelve months, our major goal milestones embody:
| 1 | Continue to attain substantial development inside our Minecraft division. This is a worthwhile middle for us and we anticipate the continued development of our present server, good-gaming.com as nicely. |
| 2 | Continue to guage alternatives which have synergies to our present enterprise line. |
| 3 | Anticipate sustainable monetary profitability in 2021. |
Limited
working historical past and wish for extra capital
There
is restricted historic monetary details about us upon which to base an analysis of our efficiency referring to our new enterprise
path. We have generated little income. We can not assure we can be profitable in our enterprise operations. Our enterprise is topic
to dangers inherent within the institution of a brand new enterprise enterprise, together with restricted capital assets and doable value overruns due
to cost and value will increase in providers and merchandise.
Results
of Operations
The
three months ended March 31, 2021 as in comparison with March 31, 2020
●
Working Capital
|
March 31, 2021 |
March 31, 2020 |
|||||||
| Current Assets | $ | 1,622 | $ | 1,962 | ||||
| Current Liabilities | 3,505,076 | 2,836,858 | ||||||
| Working Capital (Deficit) | $ | (3,503,454 | ) | $ | (2,834,896 | ) | ||
●
Operating Revenues
We
have generated $6,692 in income within the three months ended March 31, 2021 and $782 in income within the three months ended March 31, 2020,
which displays a rise of $5,910 or 755.75%. The enhance in income was attributed to resolving the problems the Company had with
the servers after they launched the brand new model of the sport modes.
●
Operating Expenses and Net Loss
Operating
bills for the three months ended March 31, 2021 have been $101,372 in contrast with $102,112 for the three months ended March 31, 2020, which
displays a lower of $740 or 0.72%. The lower in bills was attributable to a change in skilled charges.
During
the three months ended March 31, 2021, the Company recorded internet revenue of $131,167 in contrast with a internet lack of $84,068 for the three
months ended March 31, 2020, which displays a rise of $215,235 or 256.02%. The enhance to internet revenue was attributed to the change
in worth of the Company’s by-product liabilities.
●
Liquidity and Capital Resources
As
of March 31, 2021, the Company’s money stability consisted of $1,622 in comparison with money stability of $1,962 as of March 31, 2020. The
lower within the money stability was attributed to the lower in financing that we acquired for day-to-day actions. As of March 31,
2021, the Company had $6,958 in whole property in comparison with whole property of $16,305 at March 31, 2020. The lower in whole property was
attributed to totally expense the pay as you go stability.
As
of March 31, 2021, the Company had whole liabilities of $3,505,076 in contrast with whole liabilities of $3,645,590 as of March 31, 2020.
The lower in liabilities was attributable to extend in financing and offset by lower in by-product liabilities.
As
of March 31, 2021, the Company has a working capital deficit of $3,503,454 in contrast with a working capital deficit of $2,834,896 as of
March 31, 2020 with the rise within the working capital deficit attributed to a rise in financing the Company acquired for common
working capital functions.
Cash
circulate from Operating Activities
During
the three months ended March 31, 2021, the Company used $89,925 of money for working actions in comparison with the usage of money in an quantity
of $93,566 for working actions in the course of the three months ended March 31, 2020, which displays a lower of $3,641 or 3.89%. The lower
in the usage of money for working actions was attributed to the online lower in by-product liabilities.
Cash
circulate from Investing Activities
The
Company had $0 in money utilized in investing actions in the course of the quarter ended March 31, 2021 and March 31, 2020. The Company determined not
to purchase any new servers at this level.
Cash
circulate from Financing Activities
During
the 12 months ended March 31, 2021, the Company acquired $89,242 of proceeds from financing actions in comparison with $93,506 in the course of the 12 months
ended March 31, 2020, which displays a lower of $4,264 or 4.56%. The lower in proceeds from financing actions was because of the
lower in financing that we acquired for day-to-day actions.
Going
Concern
We
haven’t attained worthwhile operations and are dependent upon acquiring financing to pursue any intensive acquisitions and actions.
For these causes, our auditors said of their report on our audited monetary statements that they’ve substantial doubt that we are going to
be capable of proceed as a going concern for a interval of 1 12 months from the issuance of those monetary statements with out additional financing.
Off-Balance
Sheet Arrangements
As
of March 31, 2021, we had no vital off-balance sheet preparations which have or are moderately prone to have a present or future
impact on our monetary situation, modifications in monetary situation, revenues or bills, outcomes of operations, liquidity, capital expenditures
or capital assets which might be materials to stockholders.
Future
Financings
We
will proceed to depend on fairness gross sales of our most popular shares with a purpose to proceed to fund our enterprise operations. Issuances of extra
shares will end in dilution to present stockholders.
There
isn’t any assurance that we are going to obtain any extra gross sales of the fairness securities or prepare for debt or different financing to fund our
operations and different actions.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not
required for smaller reporting corporations.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Based
on the analysis of our disclosure controls and procedures (as outlined in Rule 13a-15e beneath the Securities Exchange Act of 1934 the
“Exchange Act”), our principal govt officer and principal monetary officer have concluded that as of the top of the
three-month interval ended March 31, 2021 coated by this quarterly report on Form 10-Q, such disclosure controls and procedures weren’t
efficient because of the lack of segregation of duties and lack of a proper assessment course of that features a number of ranges of assessment to make sure
that info required to be disclosed by us in stories that we file or submit beneath the Exchange Act is recorded, processed, summarized
and reported inside the time intervals laid out in Securities and Exchange Commission guidelines and kinds due to the identification of
a fabric weak spot in our inside management over monetary reporting which we view as an integral a part of our disclosure controls and
procedures. The materials weak spot pertains to the shortage of segregation of duties in monetary reporting, as our monetary reporting and
accounting features have been carried out by an exterior marketing consultant with no oversight by knowledgeable with accounting experience. Our Chief
Executive Officer and Chief Financial Officer didn’t possess accounting experience and our firm doesn’t have an audit committee.
This weak spot was because of the Company’s lack of working capital to rent extra workers. Subsequently, with the completion of transition
within the administration and Board, the monetary administration can be led by an authorized public accountant with intensive accounting expertise
who follows the requirements of U.S. usually accepted accounting ideas and inside controls procedures to make sure the devoted illustration
of the monetary statements, together with the outcomes of operations, monetary place, and money flows of the reporting entity.
Changes
in Internal Control over Financial Reporting
Except
as famous above, there have been no modifications in our inside management over monetary reporting recognized in reference to the analysis
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred throughout our first quarter of 2020 which have materially
affected, or are moderately prone to materially have an effect on, our inside management over monetary reporting.
(*31*)PART
II – OTHER INFORMATION
(*31*)
To
our greatest data, we’re not at the moment a celebration to any authorized proceedings that, individually or within the combination, are deemed to be materials
to our monetary situation or outcomes of operations.
We
are a smaller reporting firm as outlined by Rule 12b-2 of the Securities Exchange Act of 1934 and will not be required to supply the data
beneath this merchandise.
Item
2. Unregistered gross sales of fairness securities and use of proceeds
There
have been no issuance of unregistered gross sales of fairness securities in the course of the three months ended March 31, 2021.
Item
3. Defaults upon senior securities
None.
Item
4. Mine security disclosures
Not
Applicable.
None.
(*31*)
In
accordance with the necessities of the Securities Exchange Act of 1934, the registrant has duly induced this report back to be signed on its
behalf by the undersigned, thereunto duly licensed.
| Good Gaming, Inc. |
||
| (the “Registrant”) |
||
| May 24, 2021 |
||
| BY: | /s/ David B. Dorwart |
|
| David B. Dorwart |
||
| Principal Executive Officer |
||
Exhibit
31.1
(*31*)
(*31*)CERTIFICATION
PURSUANT TO SARBANES–OXLEY ACT OF 2002
(*31*)
I,
David B. Dorwart, certify that:
(*31*)
| 1. | I have reviewed this Quarterly Report on Form 10–Q of Good Gaming, Inc.; |
| 2. | Based on my data, this report doesn’t comprise any unfaithful assertion of a fabric truth or omit to state a fabric truth obligatory to make the statements made, in mild of the circumstances beneath which such statements have been made, not deceptive with respect to the interval coated by this report; |
| 3. | Based on my data, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations and money flows of the registrant as of, and for, the intervals offered in this report; |
| 4. | The registrant’s different certifying officer and I are accountable for establishing and sustaining disclosure controls and procedures (as outlined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and inside management over monetary reporting (as outlined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or induced such disclosure controls and procedures to be designed beneath our supervision, to make sure that materials info referring to the registrant, together with its consolidated subsidiaries, is made identified to us by others inside these entities, notably in the course of the interval wherein this report is being ready; |
|
| (b) | Designed such inside management over monetary reporting, or induced such inside management over monetary reporting to be designed beneath our supervision, to supply cheap assurance concerning the reliability of economic reporting and the preparation of economic statements for exterior functions in accordance with usually accepted accounting ideas; |
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and offered on this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the top of the interval coated by this report based mostly on such analysis; and |
|
| (d) | Disclosed on this report any change within the registrant’s inside management over monetary reporting that occurred in the course of the registrant’s most up-to-date fiscal quarter (the registrant’s fourth fiscal quarter within the case of an annual report) that has materially affected, or within reason prone to materially have an effect on, the registrant’s inside management over monetary reporting; and |
| 5. | The registrant’s different certifying officer and I’ve disclosed, based mostly on our most up-to-date analysis of inside management over monetary reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of administrators (or individuals performing the equal features): |
| (a) | All vital deficiencies and materials weaknesses within the design or operation of inside management over monetary reporting that are moderately prone to adversely have an effect on the registrant’s means to file, course of, summarize and report monetary info; and |
|
| (b) | Any fraud, whether or not or not materials, that includes administration or different workers who’ve a major function within the registrant’s inside management over monetary reporting. |
| May 24, 2021 |
By: |
/s/ David B. Dorwart |
| David B. Dorwart |
||
| Chief Executive Officer |
||
| (Principal Executive Officer) |
Exhibit
31.2
(*31*)CERTIFICATION
PURSUANT TO SARBANES–OXLEY ACT OF 2002
I,
Domenic Fontana, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10–Q of Good Gaming, Inc.; |
| 2. | Based on my data, this report doesn’t comprise any unfaithful assertion of a fabric truth or omit to state a fabric truth obligatory to make the statements made, in mild of the circumstances beneath which such statements have been made, not deceptive with respect to the interval coated by this report; |
| 3. | Based on my data, the monetary statements, and different monetary info included on this report, pretty current in all materials respects the monetary situation, outcomes of operations and money flows of the registrant as of, and for, the intervals offered in this report; |
| 4. | The registrant’s different certifying officer and I are accountable for establishing and sustaining disclosure controls and procedures (as outlined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and inside management over monetary reporting (as outlined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or induced such disclosure controls and procedures to be designed beneath our supervision, to make sure that materials info referring to the registrant, together with its consolidated subsidiaries, is made identified to us by others inside these entities, notably in the course of the interval wherein this report is being ready; |
|
| (b) | Designed such inside management over monetary reporting, or induced such inside management over monetary reporting to be designed beneath our supervision, to supply cheap assurance concerning the reliability of economic reporting and the preparation of economic statements for exterior functions in accordance with usually accepted accounting ideas; |
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and offered on this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the top of the interval coated by this report based mostly on such analysis; and |
|
| (d) | Disclosed on this report any change within the registrant’s inside management over monetary reporting that occurred in the course of the registrant’s most up-to-date fiscal quarter (the registrant’s fourth fiscal quarter within the case of an annual report) that has materially affected, or within reason prone to materially have an effect on, the registrant’s inside management over monetary reporting; and |
| 5. | The registrant’s different certifying officer and I’ve disclosed, based mostly on our most up-to-date analysis of inside management over monetary reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of administrators (or individuals performing the equal features): |
| (a) | All vital deficiencies and materials weaknesses within the design or operation of inside management over monetary reporting that are moderately prone to adversely have an effect on the registrant’s means to file, course of, summarize and report monetary info; and |
|
| (b) | Any fraud, whether or not or not materials, that includes administration or different workers who’ve a major function within the registrant’s inside management over monetary reporting. |
| May 24, 2021 |
By: |
/s/ Domenic Fontana |
| Domenic Fontana |
||
| Chief Financial Officer |
||
| (Principal Financial and Accounting Officer) |
Exhibit
32.1
(*31*)
(*31*)CERTIFICATION
PURSUANT TO SECTION 906
(*31*)OF
THE SARBANES–OXLEY ACT OF 2002
(*31*)
I,
David B. Dorwart, Chief Executive Officer of Good Gaming, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes–Oxley
Act of 2002, 18 U.S.C. Section 1350, that to the most effective of my data:
| 1. | the Quarterly Report on Form 10–Q of the Company for the interval ended March 31, 2021 (the “Report”), absolutely complies with the necessities of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
| 2. | the info contained within the Report pretty presents, in all materials respects, the monetary situation and outcomes of operations of the Company. |
(*31*)
| May 24, 2021 |
By: | /s/ David B. Dorwart |
| David B. Dorwart |
||
| Chief Executive Officer |
||
| (Principal Executive Officer) |
Exhibit
32.2
(*31*)CERTIFICATION
PURSUANT TO SECTION 906
(*31*)OF
THE SARBANES–OXLEY ACT OF 2002
I,
Domenic Fontana, Chief Financial Officer of Good Gaming, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes–Oxley
Act of 2002, 18 U.S.C. Section 1350, that to the most effective of my data:
| 1. | The Quarterly Report on Form 10–Q of the Company for the interval ended March 31, 2021 (the “Report”), absolutely complies with the necessities of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
| 2. | the info contained within the Report pretty presents, in all materials respects, the monetary situation and outcomes of operations of the Company. |
| May 24, 2021 |
By: | /s/ Domenic Fontana |
| Domenic Fontana |
||
| Chief Financial Officer |
||
| (Principal Financial and Accounting Officer) |
