Forward Looking Statements
The following dialogue and evaluation of our monetary situation and outcomes of
operations must be learn along with our monetary statements and
associated notes showing elsewhere on this Quarterly Report on Form 10-Q, or
Report.
The data on this dialogue and elsewhere on this Report incorporates
forward-looking statements throughout the that means of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such
statements are primarily based upon present expectations that contain dangers and
uncertainties. Any statements contained herein that aren’t statements of
historic truth could also be deemed to be forward-looking statements. For instance, the
phrases “could,” “will,” “consider,” “anticipate,” “plan,” “count on,” “intend,”
“may,” “estimate,” “proceed” and comparable expressions or variations determine
forward-looking statements.
Although we consider that we have now an inexpensive foundation for every forward-looking
assertion contained on this Report, we warning you that these statements are
primarily based on a mix of information and components at present recognized by us and our
projections of the long run, about which we can’t be sure. We warning you that
forward-looking statements will not be ensures of future efficiency and that our
precise outcomes of operations, monetary situation and liquidity, and the
growth of the business during which we function could differ materially from the
forward-looking statements contained on this Report. Factors that may trigger
such a discrepancy embody, however will not be restricted to:
· Our failure to develop or purchase and publish new Apps that obtain market
acceptance or we don't proceed to reinforce our current Apps.
· Our incapacity to take care of relationship with the markets the place our
Apps are distributed.
· Our incapacity to maintain tempo with technological modifications and market
circumstances within the Apps business.
· Our incapacity to compete in opposition to a variety of firms that market
Apps, lots of which have considerably larger assets than we do.
· Our capability to acquire financing as and when wanted on acceptable phrases.
We warning readers to not place undue reliance on any forward-looking statements
made by us, which communicate solely as of the date they’re made. We disclaim any
obligation, besides as particularly required by regulation and the principles of the
statements to replicate any change in our expectations or in occasions, circumstances or
circumstances on which any such statements could also be primarily based, or which will have an effect on the
probability that precise outcomes will differ from these set forth within the
forward-looking statements.
Overview
(“we,” “us,” or the “Company”), develops, publishes and markets cell software program
purposes for smartphones and pill units (“Apps”). Our Apps titles
embody video games designed to enchantment to a broad cross part of customers and
legal-related Apps that present (i) compilations of federal and state legal guidelines and
rules throughout quite a lot of authorized disciplines and (ii) digests of courtroom
selections rendered by federal courts which might be directed to authorized professionals.
We provide all of our recreation titles in each a free advertisement-supported model
and a paid model that doesn’t show advertisements. We consider that the advert supported
variations enable for wider dissemination of our titles to customers who won’t
in any other case spend cash for an App with out first enjoying the sport.
We market, promote and distribute our video games by direct-to-consumer digital
storefronts, which at present includes
Store
storefronts, our personal web site, social media, resembling Facebook and LinkedIn,
by cell advert networks and SEO, or website positioning, instruments. We
derive our income primarily from gross sales, or downloads, of our Apps and from
ads revealed on our advert supported recreation titles.
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We are looking for to develop and purchase new Apps to broaden our current product
choices. We depend on third get together designers, builders and packages to develop
new Apps. We additionally solicit concepts for brand new titles from unrelated events. We
consider prospects primarily based on quite a lot of components. If we conclude {that a}
specific prospect is value pursuing, we could fund the event of the App
by launch and past.
Over the final decade, cell units, together with smartphone and tablets, have
proliferated extensively all over the world throughout a variety of demographic
teams. The Apps business has skilled corresponding progress within the variety of
downloads, the quantity and varieties of Apps revealed. We consider that there’ll
proceed to be a rise within the variety of smartphones and tablets offered. In
addition, technological advances to those units, together with extra highly effective
smartphones and tablets with bigger screens present a platform for extra various
Apps and make video games extra enjoyable and visually interesting. We consider that
technological developments will proceed to drive progress in our business for the
foreseeable future.
Growth Strategies and Outlook
Our principal progress technique entails creating and buying new Apps to
complement our current Apps portfolio. Our major focus shall be to launch new
recreation titles. We search to solicit new video games and ideas that we could purchase from
third events. We additionally will search to develop and publish free-to-play video games.
Free-to-play video games are video games {that a} participant can obtain and play without spending a dime, however
which permit gamers to entry quite a lot of extra content material and options for a
charge, by “in-app purchases” using digital forex which may be bought
by digital storefronts, and to have interaction with numerous ads and
affords that generate revenues for us. We could search to accumulate franchises round
which we develop video games, together with motion pictures, tv packages, toys and different
cultural phenomena that lend themselves to gamification.
We have been constrained in our growth and acquisition actions by an absence
of money. Our capability to pursue and obtain our aims relies on our
receipt of significant income from gross sales of our current Apps and people we could
launch sooner or later and from our capability to lift capital from exterior
sources.
Our revenues will rely considerably on progress within the cell video games market and
our capability to develop or purchase and publish Apps which might be well-received by
customers. In addition, as a result of our merchandise are bought with disposable
earnings, our success relies on the general energy of the economic system in
United States
analytics and advertising and marketing to introduce new Apps and proceed to replace our
current Apps, and to the extent that Apps into which we have now invested
vital capital will not be profitable, our enterprise and monetary situation
might be harmed. We function in an surroundings that’s extraordinarily aggressive for
customers in opposition to a frequently rising variety of builders, lots of that are
considerably bigger than us and produce other aggressive benefits. We count on to
allocate a fabric portion of our working income and capital that we obtain
to gross sales and advertising and marketing initiatives in reference to the launch and promotion
of our video games in an effort to drive gross sales.
Our revenues additionally will depend upon sustaining our continued good relationship
with the digital storefront operators, specifically Apple and
may unilaterally alter their phrases of service in ways in which may hurt our
enterprise.
Our capability to realize and maintain profitability will rely not solely on our
capability to generate significant our revenues, but additionally on our capability to handle
our working bills. Currently, we have now one full-time worker, who receives
compensation when and as decided by the board of administrators. For the
foreseeable additional, we count on to make the most of the providers of impartial
contractors and consultants, who we consider are available for our
functions, to be able to handle our personnel prices. We additionally will proceed to
preserve a digital workplace so long as our operations allow us to take action to
include our workplace house overhead.
We require vital extra capital to fund the event of Apps in
course of that we have now developed internally or acquired from third events throughout
the final yr. We additionally require capital to fund advertising and marketing initiatives for our
current merchandise and the launch and advertising and marketing of Apps in growth. We can not
ensure that the extra capital we require shall be accessible on acceptable
phrases or in any respect. If ample funds will not be accessible on acceptable phrases or at
all, we could also be unable to develop or improve our providers and merchandise, take
benefit of future alternatives, repay debt obligations as they change into due, or
reply to aggressive pressures, any of which might have a fabric antagonistic
impact on our enterprise, prospects, monetary situation, and outcomes of
operations.
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Results of Operations for the Three Months Ended
Three Months Ended
The following desk presents our outcomes of operations for the three months
ended
Three Months Ended March 31,
2021 2020
Revenue $ - $ -
Expenses
Selling, General and Administrative 3,763 2,321
Depreciation/Amortization Expense 104 104
Interest Expense 2,298 1,037
Outside Services 6,226 -
Professional Fees 250 -
Total Expenses 12,641 3,462
Net Loss $ (12,641 ) $ (3,462 )
Business Activity
During the quarter ended
sources of significant capital and we skilled solely inconsequential enterprise
exercise.
Net Loss
During the quarter ended
Liquidity and Capital Resources
Liquidity is the flexibility of an organization to generate ample quantities of money to
assist its present and future operations, fulfill its obligations, and
in any other case function on an ongoing foundation. Significant components within the administration of
liquidity are funds generated by operations, the supply of credit score
amenities, ranges of accounts receivable and accounts payable and capital
expenditures.
As of
working capital deficit of
Since our inception, we have now financed our operations by the sale of fairness
securities, from third get together loans and from internally generated income from
operations.
During the three months ended
which borrowings are evidenced by promissory notes that mature on
2021
Over the final two years, we have now been borrowing funds from ESFI and its associated
events to fund our operations partly. As of
its associated events an mixture of
promissory notes that mature on
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Our major necessities for liquidity and capital are to fund the event
and acquisition of recent Apps and for gross sales and advertising and marketing initiatives in
reference to the launch and promotion of our video games, in addition to for working
capital to fund our normal company wants, together with submitting stories beneath the
federal securities legal guidelines. We work with impartial recreation designers, builders and
programmers who present us with new concepts and titles to publish. We are also
soliciting new video games and ideas that we could purchase from third events. When
we obtain an thought for a brand new App, we analysis the industrial viability of the
idea, enterprise an evaluation of the associated fee to develop the App in opposition to its
potential financial return. If we decide that the App is commercially viable,
we could fund the price of growth, publication and advertising and marketing. Upon completion
of growth we’ll personal the App title. Developing and publishing free-to-play
video games would require appreciable capital to develop, preserve and replace,
significantly video games we could search to develop round standard film, tv, toy
different cultural phenomena that lend themselves to gamification.
Since our clients pay for his or her purchases by credit score or debit card on the time
of sale, neither inventories nor receivables are related to our enterprise.
We do not need any money readily available and we have now not generated significant money movement
from operations adequate to assist our operations. We have been promoting
securities to 3rd events and borrowing money to fund our minimal operations
in the course of the interval. As famous above, we require vital money to effectuate all
of our desired growth and acquisition methods and in reference to
launching, advertising and marketing and selling our video games. We will proceed to hunt to fund
acquisitions and to have interaction third get together builders partially by the issuance
of securities. However, our future operations are depending on our capability to
safe extra financing. Financing transactions could embody the issuance of
fairness or debt securities, acquiring credit score amenities or by different
financing mechanisms. However, we can not guarantee buyers that we’ll have the option
to securities such financing on phrases favorable to us, if in any respect. Even if we’re
capable of elevate the funds required, it’s doable that we may incur surprising
prices and bills, fail to gather vital quantities owed to us, or
expertise surprising money necessities that will power us to hunt different
financing. Furthermore, if we situation extra fairness or debt securities,
stockholders could expertise extra dilution or the brand new fairness securities could
have rights, preferences or privileges senior to these of current holders of
our frequent inventory. The incapacity to acquire extra capital could prohibit our
capability to develop and should scale back our capability to proceed to conduct enterprise
operations. If we’re unable to acquire extra financing, we could must
curtail our advertising and marketing and growth plans and probably stop our operations.
Cash Flows: Operating Activities
We used web money utilized in working actions for the 9 months ended
31, 2021
consisting principally of funds to exterior consultants, builders and
programmers and funds to hosting and e mail internet hosting suppliers. The
lower in money utilized in working actions was the results of our restricted money
assets to deploy to our operations.
Investing Activities
We didn’t make the most of and money in investing actions for the 9 months ended
Financing Activities
During the three months ended
actions was
financing was supplied by loans to the Company. We utilized the entire proceeds
that we acquired from the borrowings for working capital.
Contractual Commitments as of
As of
is outlined in Item 303 of Regulation S-Okay promulgated beneath the Securities Act of
1933, as amended.
Going Concern
The notes to our monetary statements for the quarter ended
the report of our impartial registered public accounting agency on our monetary
statements for the yr ended
with respect to our capability to proceed as a going concern. As mirrored within the
accompanying monetary statements, the Company has a deficit accrued of
relies upon its capability to generate future worthwhile operations and/or to
receive the mandatory financing to satisfy its obligations and pay its liabilities
arising from regular enterprise operations after they come due. The accompanying
monetary statements don’t embody any changes that may come up due to
this uncertainty
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The presence of the going concern explanatory paragraph means that we could not
have adequate liquidity, or minimal money ranges, to function our enterprise.
Since our inception, we have now incurred losses and anticipate that we’ll
proceed to incur losses till such time as our Apps generate adequate income
to offset our analysis and growth, normal and administrative and gross sales and
advertising and marketing bills. We might want to elevate extra capital to fund our
near-term operational plans described elsewhere on this report. We can not guarantee
you that we’ll achieve success in our operational plans. We can not ensure that
the extra capital we require shall be accessible on acceptable phrases or at
all. If ample funds will not be accessible on acceptable phrases or in any respect, we could
be unable to develop or improve our providers and merchandise, make the most of
future alternatives, repay debt obligations as they change into due, or reply to
aggressive pressures, any of which might have a fabric antagonistic impact on our
enterprise, prospects, monetary situation, and outcomes of operations.
Off-Balance Sheet and Other Arrangements
We don’t have interaction in any actions involving variable curiosity entities or
off-balance sheet preparations.
Inflation
We don’t consider that inflation has had a fabric impact on our enterprise,
monetary situation or outcomes of operations. If our prices have been to change into
topic to vital inflationary pressures, we would not be capable of totally
offset these greater prices by value will increase. Our incapacity or failure to
accomplish that may hurt our enterprise, working outcomes and monetary situation.
Critical Accounting Policies and Use of Estimates
The dialogue and evaluation of monetary situation and outcomes of operations are
primarily based upon the Company’s monetary statements, which have been ready in
accordance with typically accepted accounting rules in
The preparation of those condensed consolidated monetary statements requires
estimates and assumptions that have an effect on the reported quantities of property,
liabilities, gross sales and bills, and associated disclosure of contingent property and
liabilities. On an ongoing foundation, our administration evaluates its estimates primarily based
upon historic expertise and numerous different assumptions that it believes to be
cheap within the circumstances, the outcomes of which type the idea for making
judgments in regards to the carrying values of property and liabilities that aren’t
readily obvious from different sources. Actual outcomes could differ from these
estimates.
The Company believes that its vital accounting insurance policies have an effect on its extra
vital estimates and judgments used within the preparation of its consolidated
monetary statements. Our vital accounting insurance policies are described in Note
C to our audited monetary statements included in our annual report on Form 10-Okay
for the interval ended
any vital change within the Company’s crucial accounting insurance policies since
Recent Accounting Pronouncements
Emerging Growth Company Critical Accounting Policy Disclosure: We qualify as an
“rising progress firm” beneath the 2012 JOBS Act. Section 107 of the JOBS Act
gives that an rising progress firm can make the most of the prolonged
transition interval supplied in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting requirements. As an rising progress
firm, we are able to delay the adoption of sure accounting requirements till these
requirements would in any other case apply to personal firms. We have elected to take
benefit of the advantages of this prolonged transition interval.
See Note C to the monetary statements furnished with this report for a
dialogue of current accounting pronouncements that had a fabric impact on the
monetary statements introduced herein.
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