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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended September 30, 2024

 

or

 

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

 

For the transition period from ______ to ______

 

Commission File Number: 000-53949

 

Good Gaming, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   46-3917807

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification Number)

 

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

(Address of principal executive offices and Zip Code)

 

(844) 419-7445

Registrant’s telephone number, including area code

 

 

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

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ☒ NO ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer Accelerated Filer
       
Non-accelerated Filer Smaller Reporting Company
       
(Do not check if smaller reporting company)   Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of November 11, 2024, there were 127,336,911 issued and outstanding shares of common stock of the registrant, par value $0.001.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
Part I FINANCIAL INFORMATION
     
Item 1 Financial Statements F-1
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Item 4 Controls and Procedures 10
     
Part II OTHER INFORMATION
 
Item 1 Legal Proceedings 10
Item 1A Risk Factors 10
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Mine Safety Disclosures 11
Item 5 Other Information 11
Item 6 Exhibits 11
  Signatures 12

 

2

 

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.

 

These risks and uncertainties, many of which are beyond our control, include, and are not limited to:

 

our growth strategies;
   
our anticipated future operations and profitability;
   
our future financing capabilities and anticipated need for working capital;
   
the anticipated trends in our industry;
   
acquisitions of other companies or assets that we might undertake in the future; and
   
current and future competition.

 

In addition, factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

3

 

 

PART 1

 

Item 1. Financial Statements

 

Good Gaming, Inc.

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

 

   September 30, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash and Cash Equivalents  $8,302   $304,225 
Accounts Receivable   174    - 
Prepaid expenses   22,663    93,625 
Total Current Assets   31,139    397,850 
           
Digital Assets   -    4,597 
Intangible Assets   94,252    81,800 
Due from Tebex   -    147 
TOTAL ASSETS  $125,391   $484,394 
LIABILITIES & STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Accounts Payable and Accrued Expenses  $69,045   $101,906 
Accounts Payable Related Party- ViaOne Services   848,659    418,371 
           
Total Current Liabilities   917,704    520,277 
           
Total Liabilities   917,704    520,277 
           
Stockholders’ Deficit          
Class A Preferred Stock          
Authorized: 2,000,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 7,500 Shares   8    8 
Class B Preferred Stock          
Authorized: 249,999 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 19,296 Shares   19    19 
Class C Preferred Stock          
Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Share   1    1 
Class D Preferred Stock          
Authorized: 350 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 0 Shares   -    - 
Class E Preferred Stock          
Authorized: 2,750,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 57,663   58    58 
           
Common Stock          
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 126,146,669 at September 30, 2024 and 119,799,454 at December 31, 2023   126,147    119,799 
Warrant   333    333 
Additional Paid-In Capital   10,546,276    10,455,738 
Accumulated Deficit   (11,465,156)   (10,611,839)
Total Stockholders’ Deficit   (792,314)   (35,883)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT  $125,391   $484,394 

 

The accompanying notes are an integral part of these financial statements

 

F-1

 

 

Good Gaming, Inc

Statements of Operations

(Expressed in U.S Dollars)

(Unaudited)

 

   2024   2023 
   For three months ended
September 30
 
   2024   2023 
Revenues  $174   $25 
Cost of Revenues   18,863    44,417 
Gross Profit (Loss)   (18,689)   (44,392)
           
Operating Expenses          
General & Administrative   58,301    40,808 
Contract Labor   -    65 
Depreciation and Amortization Expense   5,433    95 
Professional Fees   108,099    190,660 
Total Operating Expenses   171,833    231,628 
Operating Loss   (190,522)   (276,020)
Other Income (Expense)          
Other Income   12,253    669 
Impairment Cost   -    (196)
Total Other Income (Loss)   12,253    473 
           
Net Income (Loss)  $(178,269)  $(275,547)
           
Net Income (Loss) Per Share, Basic and Diluted  $-   $- 
           
Weighted Average Shares Outstanding   126,146,669    115,361,524 

 

The accompanying notes are an integral part of these financial statements

 

F-2

 

 

Good Gaming, Inc

Statements of Operations

(Expressed in U.S Dollars)

(Unaudited)

 

   2024   2023 
   For the nine months ended
September 30
 
   2024   2023 
Revenues  $506   $3,442 
Cost of Revenues   167,702    249,695 
Gross Profit (Loss)   (167,196)   (246,253)
           
Operating Expenses          
General & Administrative   223,602    125,144 
Contract Labor   -    2,465 
Depreciation and Amortization Expense   14,408    1,175 
Professional Fees   465,987    608,152 
Total Operating Expenses   703,997    736,936 
Operating Loss   (871,193)   (983,189)
Other Income (Expense)          
Gain on Digital Assets   5,654    - 
Other Income   12,253    668 
Impairment Cost   (31)   (220)
Total Other Income (Loss)   17,876    448 
           
Net Income (Loss)  $(853,317)  $(982,741)
           
Net Income (Loss) Per Share, Basic and Diluted  $(0.01)  $(0.01)
           
Weighted Average Shares Outstanding   124,316,908    115,361,524 

 

The accompanying notes are an integral part of these financial statements

 

F-3

 

 

Good Gaming, Inc

Statements of Cash Flows

(Expressed in U.S Dollars)

(Unaudited)

 

   2024   2023 
  

For the nine months ended

September 30

 
   2024   2023 
Operating Activities          
           
Net Income (Loss)  $(853,317)  $(982,741)
           
Adjustment To Reconcile Net Loss to          
Net Cash Used In Operating Activities          
           
Due from Tebex   147    (147)
Depreciation and Amortization   14,408    1,175 
Stock based compensation   90,538    167,237 
Gain on Digital Assets   (5,654)   - 
Impairment Cost   31    220 
Changes in operating assets and liabilities          
Prepaid expenses   70,963    (4,270)
Accounts Receivable   (174)   - 
Accounts Payable - Related Party   430,288    - 
Accounts Payable   (32,860)   104,459 
Net Cash Provided By (Used in) Operating Activities   (285,631)   (714,067)
           
Investing Activities          
Purchase of Intangible Assets   (26,860)   (724)
Selling Digital Assets   10,221    - 
Reclass Digital Assets   -    (456)
Net Cash Provided By (Used in) Investing Activities   (16,639)   (1,180)
           
Financing Activities          
Common Stock: Conversion   6,347    6,657 
Net Cash Provided By (Used In) Financing Activities   6,347    6,657 
           
Change in Cash and Cash Equivalents   (295,923)   (708,590)
           
Cash and Cash Equivalents, Beginning Of Period   304,225    931,867 
           
Cash and Cash Equivalents, End Of Period  $8,302   $223,277 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for taxes  $-   $- 
           
Non-Cash Investing And Financing Activities          
Conversion of Preferred Stock CL B to Common  $-   $- 
Common Shares Issued for Conversion Of Debt  $-   $- 

 

The accompanying notes are an integral part of these financial statements

 

F-4

 

 

Good Gaming, Inc.

Statements of Stockholders’ Equity (Deficit)

(Expressed in U. S. Dollars)

 

   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
   Preferred Stock                 Additional         
   Class A   Class B   Class C   Class D   Class E   Common Stock   Warrants   Paid-in   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                                                                     
Balance, December 31, 2023   7,500    8    19,296    19    1    1    -    -    57,663    58    119,799,454    119,799    3,333,333    333    10,455,738    (10,611,839)  $(35,883)
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    739,655    740    -    -    7,027    -    7,767.00 
Net Income (Loss)       -         -         -         -         -         -         -     -     (355,165)   (355,165)
                                                                                      
Balance, March 31, 2024   7,500    8    19,296    19    1    1    -    -    57,663    58    120,539,109    120,539    3,333,333    333    10,462,765    (10,967,004)   (383,281)
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    3,492,085    3,492    -    -    60,155    -    63,647 
Issuance of Stock                                                     285,714    286         -     4,714         5,000 
Net Income (Loss)       -         -         -         -         -         -         -     -     (319,883)   (319,883)
                                                                                      
Balance, June 30, 2024   7,500    8    19,296    19    1    1    -    -    57,663    58    124,316,908    124,317    3,333,333    333    10,527,634    (11,286,887)   (634,517)
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    1,829,761    1,830    -    -    18,642    -    20,472 
Issuance of Stock                                                                         -         - 
Net Income (Loss)       -         -         -         -         -         -         -     -     (178,269)   (178,269)
                                                                                      
Balance, September 30, 2024   7,500    8    19,296    19    1    1    -    -    57,663    58    126,146,669    126,147    3,333,333    333    10,546,276    (11,465,156)   (792,314)

 

The accompanying notes are an integral part of these financial statements

 

F-5

 

 

 Good Gaming, Inc.

 Statements of Stockholders' Equity (Deficit)

 (Expressed in U. S. Dollars)

 

   Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Capital    Deficit    Total  
   Preferred Stock                      Additional        
   Class A    Class B    Class C    Class D    Class E    Common Stock    Warrants    Paid-in    Accumulated     
   Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Capital    Deficit    Total  
                                                    
Balance, December 31, 2022   7,500    8    19,296    19    1    1    -    -    57,663    58    110,923,593    110,923    3,333,333    333    10,265,129    (9,746,860)  $629,610 
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    2,218,965    2,219    -    -    74,927    -    77,146 
Net Income (Loss)   -    -    -    -    -    -                                                 (371,150)   (371,150)
                                                                                      
Balance, March 31, 2023   7,500    8    19,296    19    1    1    -    -    57,663    58    113,142,558    113,142    3,333,333    333    10,340,056    (10,118,010)   335,606 
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    2,218,965    2,219    -    -    50,149    -    52,368 
Net Income (Loss)                                                                              (336,045)   (336,045)
                                                                                      
Balance, June 30, 2023   7,500    8    19,296    19    1    1    -    -    57,663    58    115,361,523    115,361    3,333,333    333    10,390,205    (10,454,054)   51,929 
                                                                                      
Stock Based Compensation converted to common stock   -    -    -    -    -    -    -    -    -    -    2,218,965    2,219    -    -    42,161    -    44,380 
Net Income (Loss)                                                                              (275,547)   (275,547)
                                                                                      
Balance, September 30, 2023   7,500    8    19,296    19    1    1    -    -    57,663    58    117,580,488    117,580    3,333,333    333    10,432,366    (10,729,601)   (179,237)

 

The accompanying notes are an integral part of these financial statements

 

F-6

 

 

Good Gaming, Inc.

Notes to the Financial Statements

(expressed in U.S. dollars)

(Unaudited)

 

1. Nature of Operations and Continuance of Business

 

Good Gaming, Inc. (formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008, under the laws of the State of Nevada. The company operates as a distributor of mobile games by pre-installing them on devices sold by mobile phone service providers. Before adopting its current operating strategy, the Company launched a mobile game titled Galactic Acres, developed a crypto game named MicroBuddies, created several engaging experiences on Roblox, managed multiple Minecraft servers, provided transaction verification services within the digital currency networks of cryptocurrencies, and hosted numerous esports tournaments, which business operations the Company formally exited by selling those assets and related intellectual property. The Company seeks to expand its footprint by creating additional partnerships with other telecommunications providers, device manufacturers and game publishers.

 

Going Concern

 

These financial statements have been prepared on a going concern basis, implying that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date, has never paid any dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of September 30, 2024, the Company had a working capital deficit of $886,565 and an accumulated deficit of $11,465,156.

 

The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible preferred stock, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

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

 

Cash Equivalents

 

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature.

 

Intangible Assets

 

Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years.

 

F-7

 

 

Impairment of Long-Lived Assets

 

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

 

Basic and Diluted Net Loss Per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2024 and December 31, 2023, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding preferred stock, respectively.

 

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions.

 

Financial Instruments

 

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

 

F-8

 

 

Advertising Expenses

 

Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $114,524 and $84,593 in advertising and promotion expenses in the nine months ended September 30, 2024 and 2023, respectively.

 

Revenue Recognition

 

Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods are directly recognized as revenues when a player uses the virtual goods.

 

Recent Accounting Pronouncements

 

The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

F-9

 

 

3. Digital Assets

 

On July 2, 2024 all USDC digital assets were sold at their carrying value of $9,972. All remaining digital assets were sold to a former employee on July 24, 2024 for $12,500 which resulted in $12,253 in income. As of September 30, 2024, all digital assets have been sold and carry a $0 value on the balance sheet..

 

In June 2024, the board evaluated the game platforms the Company has developed games on and decided to discontinue operations of all Microbuddies, Roblox, and Minecraft games and related assets to focus on preloaded game distribution through the Company’s partnership with ViaOne Services. The Company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

 

4. Intangible assets

 

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

 

   September 30,   December 31, 
   2024   2023 
Intangible Assets  $108,660   $81,800 
Accumulated Amortization   (14,408)   - 
Intangible Assets, Net  $94,252   $81,800 

 

F-10

 

 

5. Common Stock

 

Share Transactions for the nine months ended September 30, 2023:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Share Transactions for the nine months ended September 30, 2024:

 

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

 

On April 18, 2024, the Company issued 2,209,047 Company’s common stock to ViaOne employees as stock based compensation.

 

On May 3, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On June 6, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On June 12, 2024, the Company issued 285,714 Company’s common stock to a ViaOne consultant as stock based compensation.

 

On July 15, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On August 7, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

On September 6, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

F-11

 

 

6. Preferred Stock

 

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

 

As of September 30, 2024, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 share of Series C Preferred Stock, and 0 shares of Series D Preferred Stock, and 57,663 shares of Series E preferred stock issued and outstanding.

 

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

 

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

 

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of September 30, 2024.

 

The holders of Series A, Series B, Series C and Series D have a liquidation preference to the common shareholders.

 

7. Warrant

 

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

 

F-12

 

 

8. Related Party Transactions

 

As of September 30, 2024, the Company owes ViaOne Services a total of $848,659, comprising $675,433 as part of the employee service agreement and $164,399 as vendor payment, and Assist Wireless $8,827 as vendor payment.

 

The Company’s Chairman and Chief Executive Officer is the Chairman and CEO of ViaOne and Assist Wireless.

 

9. Commitments and Contingencies

 

None.

 

10. Acquisition and Discontinued Operations

 

In June 2024, the board evaluated the game platforms the Company has developed games on and decided to discontinue operations of all Microbuddies, Roblox, and Minecraft games and related assets to focus on preloaded game distribution through the Company’s partnership with ViaOne Services. The company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

 

11. Subsequent Events

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2024 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

 

F-13

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Cautionary Statements

 

This Quarterly Report on Form 10-Q (“Form 10-Q”) may contain “forward-looking statements,” as that term is used in federal securities laws, about Good Gaming, Inc. (“GMER,” “we,” “our,” “us,” the “Company,” “management”) and its financial condition, results of operations and business. These statements include, among others:

 

statements concerning the potential benefits that we may experience from our business activities and certain transactions we contemplate or have completed; and
   
statements of GMER’s expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause GMER’s actual results to be materially different from any future results expressed or implied by GMER in those statements. The most important facts that could prevent GMER from achieving its stated goals include, but are not limited to, the following:

 

(a) volatility or decline of our stock price;
   
(b) potential fluctuation of quarterly results;
   
(c) failure of GMER to achieve revenues or profits;
   
(d) inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;

 

(e) decline in demand for GMER’s products and services;
   
(f) rapid adverse changes in markets;
   
(g) litigation with or legal claims and allegations by outside parties against us, including but not limited to challenges to our intellectual property rights; and
   
(h) insufficient revenues to cover operating costs.

 

There is no assurance that GMER will be profitable, able to successfully develop, manage or market its products and services, be able to attract or retain qualified executives and personnel, able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, the exercise of outstanding warrants and stock options, or the conversion of convertible promissory notes, and other risks inherent in GMER’s businesses.

 

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. GMER cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that GMER or persons acting on its behalf may issue. GMER does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.

 

4

 

 

Overview

 

Drawing on its extensive history and vast experience in the gaming industry, the Company  currently serves as a distributor of mobile games, pre-installing them on devices sold by mobile service providers.

 

In 2022, the Company entered the Roblox gaming space by developing “experiences” with its platform. As the year concluded, the Company launched Roblox adaptations of well-received Minecraft titles, namely “Treasure Island,” incorporating the unique elements of “MicroBuddies™”, a previously launched crypto game. The strategic release allowed the Company to collect valuable player feedback, aiding in the ongoing refinement of both titles’ features and functionality.

 

Furthermore, the Company had embarked on a robust development schedule, unveiling beta versions of its SCBB franchise on both the Minecraft™ PC platform and Roblox, a Prison variant for Minecraft™ PC, and various Microbuddies-themed games on the Roblox platform.

 

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

 

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

 

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

 

On April 19, 2024, the Board of Directors of Good Gaming, Inc. accepted the resignation of Chief Financial Officer and Principal Accounting Officer Mr. Domenic Fontana. Mr. Fontana’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies, or practices of the Company.

 

Simultaneously, on April 19, 2024, John D. “JD” Hilzendager was appointed as Chief Financial Officer of the Company. Mr. Hilzendager in his role as Chief Financial Officer will report to David Dorwart, the Company’s Chief Executive Officer. Mr. Hilzendager has been designated as the Company’s Principal Accounting Officer.

 

The terms of Mr. Hilzendager’s employment will be covered under the Second Amendment to the Amended Employee Services Agreement Dated January 14, 2022, with ViaOne Services, LLC.

 

In June 2024, the Company eliminated the positions of Chief Operating Officer, Gaming Director, and Operations Manager. In July 2024, the Company also sold all assets related to MicroBuddies™, all owned Minecraft Servers, and Roblox because those assets failed to generate revenue and were not actively maintained by the Company. This asset sale formally exited the Company from the blockchain, Minecraft, and Roblox gaming spaces.

 

To broaden its mobile game distribution, the company is actively seeking to establish new partnerships with telecommunications providers, device manufacturers, and game publishers.

 

Technology

 

Expanding its development portfolio in 2022, the Company ventured into the Roblox gaming platform, releasing Roblox versions of popular Minecraft titles. Development partnerships with Meraki Studios and multiple releases were completed in 2023, featuring updates to the Minecraft 1.19 software version.

 

In 2024, the Company entered the mobile gaming market, focusing on creating character and story-driven experiences. In Q1 2024, the Company launched a new intellectual property on mobile called “Galactic Acres™”. In Q2, the Company began preparing the game for pre-installation in mobile devices. In Q2 Galactic Acres saw more than 10,000 downloads.

 

In Q3 2024, the Company sold all assets and proprietary technology related to MicroBuddies™, all owned Minecraft Servers, and Roblox because those assets failed to generate revenue and were not actively maintained by the Company. They were sold for $12,500, when offset by their carrying value resulted in a gain of $12,253.

 

5

 

 

Business Strategy

 

In the past, our management team’s business strategy was to be a full-service company providing best-in-class Esports gaming tournaments and Minecraft experiences. With the onset of the pandemic, the Esports industry has suffered a considerable amount of lost business opportunities. We were not immune to the effects of the pandemic on our Esports business. In addition, the size of the PC-based Minecraft gaming community has shrunk considerably. We have taken a hard look at both the Esports and Minecraft business verticals and determined that both strategies are no longer in the best interest of the Company and our shareholders. We feel that neither the Esports nor Minecraft verticals will have a significant upside in the future. As such, the Esports and Minecraft business verticals will not comprise a meaningful segment of our ongoing business strategy. We will not designate any future investment in either of these verticals for the foreseeable future.

 

With the rise in the popularity of cryptocurrency and blockchain technologies, the Company had decided to invest in the creation of its new game, “MicroBuddies™,” which combines Ethereum ERC721 NFTs (Non-fungible tokens), non-standard ERC20 tokens (GOO™), and strategic, long-tail web browser gameplay to replicate and create unique and collectible NFTs. ERC20 “GOO™” tokens are limited to use as in-game currency only. This strategy enabled us to enter the emerging NFT and blockchain gaming space. Initial revenues from “MicroBuddies™” came from selling Nano Factory Tokens used to synthesize generation 0 of “MicroBuddies™.” Ongoing “MicroBuddies™” revenues were generated from a 5% royalty on all sales of “MicroBuddy™” NFTs in third-party marketplaces and a 0.01 MATIC per “MicroBuddy™” replication. In 2022, we introduced additional initiatives around the “MicroBuddies™” intellectual property. We expected the ancillary “MicroBuddies™” initiatives to create consistent, recurring revenue over the life of the project. However, due to fluctuations in cryptocurrency markets and the slow adoption of blockchain games, revenues underperformed, and we did not pursue additional opportunities with MicroBuddies™.

 

In 2023, the Company encountered significant challenges related to Roblox™ and Minecraft™ game development and publishing initiative, including developer issues, publishing delays due to platform integrations and functionality, and marketing strategy lapses. Consequently, the Company has decided to halt Roblox and Minecraft development until publishing to both platforms makes sense. The Company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

 

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

 

Our initial strategic partnership with ViaOne Services allows us to embed our mobile games on thousands of phones per month. Player acquisition is the most challenging aspect of game publishing. Our partnership with ViaOne Services will produce considerable exposure for game developers to a new player base and intends to enhance player acquisition efforts significantly.

 

The Company is focused on creating partnerships with other game developers and partners to broker agreements that generate revenue by preloading their already successful games on ViaOne Services telecommunication company devices. The Company will also look to partner with other niche mobile telecommunications companies and device manufacturers to expand its footprint.

 

Employees

 

In shifting the focus toward pre-loading games, the full-time Chief Operating Officer, Gaming Director, and Operations Manager positions were eliminated in July 2024, as were certain other external consultant positions. Pursuant to our Management Services Agreement with ViaOne Services LLC, certain ViaOne employees are considered consultants of the Company. ViaOne Services will continue day-to-day operations until it becomes necessary to create additional positions for the Company.

 

Offices

 

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

 

6

 

 

Recently Issued Accounting Pronouncements

 

None.

 

RESULTS OF OPERATIONS

 

Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2023. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months from the date of issuance of the financial statements unless we obtain additional capital to pay our bills. This is because we have generated little revenue although revenue is anticipated to grow as we have completed the development of our game, Galactic Acres. We anticipate moving into the pre-loading phase through our partnership with ViaOne Services in the coming months. Accordingly, we must raise cash from sources other than operations. Our only other source of cash at this time is investments through our existing agreement with ViaOne Services and the revenue we generate from our products and services. We must raise cash to continue our project and build our operations.

 

Plan of Operation – Milestones

 

We are at an early stage of our new business operations focusing on pre-installing games on mobile devices through our partnership with ViaOne Services. Over the next twelve months, our primary target milestones include:

 

1. Create a partnership with a game developer and preinstall a game on thousands of ViaOne Services devices.
   
2. Measure the results of pre-installing games through a series of controlled tests. Make adjustments as a result of the test.
   
3. Seek additional game developers and publishers seeking player acquisition through having their game pre-installed on tens of thousands of devices.

 

Limited operating history and need for additional capital

 

There is limited historical financial information about us upon which to base an evaluation of our performance relating to our new business direction. We have generated little revenue. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

7

 

 

Results of Operations

 

The three and nine months ended September 30, 2024 as compared to September 30, 2023

 

Working Capital

 

   September 30, 2024   September 30, 2023 
Current Assets  $31,139   $237,027 
           
Current Liabilities   917,704    530,844 
           
Working Capital (Deficit)  $(886,565)  $(293,817)

 

Operating Revenues

 

We have generated $174 and $506 in revenue in the three and nine months ended September 30, 2024, respectively and $25 and $3,442 in revenue in the three and nine months ended September 30, 2023, respectively, which reflects an increase of $149 or 596% and a decrease of $2,936 or 85%, respectively. The increase/decrease in revenue was attributed to the decision to halt marketing in pursuit of pre-loading games onto mobile devices.

 

Operating Expenses and Net Loss

 

Operating expenses for the three and nine months ended September 30, 2024 were $171,833 and $703,997, respectively, compared with $231,628 and $736,936, for the three and nine months ended September 30, 2023, respectively, which reflects a decrease of $59,795 or 26% and $32,939 or 4%, respectively. The decrease in expenses was attributable to reduced contract labor costs associated with the development of Galactic Acres, reduced legal fees and reduced leased employee services.

 

During the three and nine months ended September 30, 2024, the Company recorded a net loss of $178,269 and $853,317, respectively, compared with a net loss of $275,547 and $982,741, respectively, for the three and nine months ended September 30, 2023, which reflects a decrease of $97,278 or 35% and $129,424 or 13%, respectively. The decrease in net loss was attributed to a decrease in cost of Revenue and professional fees, offset by an increase in advertising and promotion, administrative and development fees.

 

Liquidity and Capital Resources

 

As of September 30, 2024, the Company’s cash balance consisted of $8,302 compared to cash balance of $304,225 as of December 31, 2023. The decrease in the cash balance was attributed to the expenses paid for day to day activities and development. As of September 30, 2024, the Company had $125,391 in total assets compared to total assets of $484,394 at September 30, 2023. The decrease in total assets was attributed to cash paid for daily operations and the impairment cost associated with the digital assets.

 

As of September 30, 2024, the Company had total liabilities of $917,704 compared with total liabilities of $520,277 as of December 31, 2023. The increase in liabilities was attributable to the operating expenses to be paid in coming months.

 

As of September 30, 2024, the Company has a working capital deficit of $886,565 compared with a working capital deficit of $122,427 as of December 30, 2023. The decrease in working capital is due to a decline in cash expended for day to day activity as well as the impairment cost associated with the digital assets.

 

In Q3 2024, the Company faced challenges in maintaining adequate capital resources due to a significant decrease in cash and cash equivalents, resulting from lower-than-anticipated revenues and higher development costs. Despite efforts to optimize working capital management, our ability to access additional financing sources has been constrained by current market conditions. Management will utilize its existing agreement with ViaOne Services for working capital and is actively exploring alternative financing options to address these challenges and ensure sufficient liquidity for ongoing operations.

 

8

 

 

Cash flow from Operating Activities

 

During the nine months ended September 30, 2024, the Company used $280,007 of cash for operating activities compared to the use of cash in an amount of $714,067 for operating activities during the nine months ended September 30, 2023, which reflects a decrease of $434,060 or 61%. The decrease in the use of cash for operating activities was attributed to the company’s decrease in advertising and promotions and management fees.

 

Cash flow from Investing Activities

 

The Company used $22,263 in cash in investing activities during the nine months ended September 30, 2024 and $1,180 during the nine months ended September 30, 2023. The increase of $21,083 in cash used in investing activities was attributed to the Company’s acquisition of intangible assets.

 

Cash flow from Financing Activities

 

During the nine months ended September 30, 2024, the Company received $6,347 of proceeds from financing activities compared to $6,657 received during the nine months ended September 30, 2023, which reflects a decrease of $310. The decrease in proceeds from financing activities was due to the change in employee stock issued offset by the issuance of shares to a consultant for payment in 2024.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern for a period of one year from the issuance of the financial statements without further financing.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2024, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Future Financings

 

We will continue to rely on equity sales of our preferred shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders.

 

There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

Critical Accounting Policies

 

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

 

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

 

9

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not required for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the three-month period ended September 30, 2024 covered by this quarterly report on Form 10-Q, such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and accounting functions were performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer and Chief Financial Officer did not possess accounting expertise and our company does not have an audit committee. This weakness was due to the Company’s lack of working capital to hire additional staff. Subsequently, with the completion of transition in the management and Board, the financial management will be led by a certified public accountant with extensive accounting experience who follows the standards of U.S. generally accepted accounting principles and internal controls procedures to ensure the faithful representation of the financial statements, including the results of operations, financial position, and cash flows of the reporting entity.

 

Changes in Internal Control over Financial Reporting

 

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal proceedings

 

To our best knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

 

Item 1–A. Risk factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

10

 

 

Item 2. Unregistered sales of equity securities and use of proceeds

 

Other than as described below, there were no issuance of unregistered sales of equity securities during the three months ended September 30, 2024.

 

On July 15, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On August 7, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

On September 6, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

Item 3. Defaults upon senior securities

 

None.

 

Item 4. Mine safety disclosures

 

Not Applicable.

 

Item 5. Other information

 

Rule 10b5-1 Trading Arrangement

 

During the nine months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

31.1   Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
     
31.2   Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
     
32.1   Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
     
32.2   Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

11

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Good Gaming, Inc.
  (the “Registrant”)
November 14, 2024    
  BY: /s/ David B. Dorwart
    David B. Dorwart
    Principal Executive Officer

 

12

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002

 

I, David B. Dorwart, certify that:

 

1. I have reviewed this Quarterly Report on Form 10–Q of Good Gaming, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2024 By: /s/ David B. Dorwart
    David B. Dorwart
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002

 

I, John Hilzendager, certify that:

 

1. I have reviewed this Quarterly Report on Form 10–Q of Good Gaming, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2024 By: /s/ John Hilzendager
    John Hilzendager
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES–OXLEY ACT OF 2002

 

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 best of my knowledge:

 

1. the Quarterly Report on Form 10–Q of the Company for the period ended September 30, 2024 (the “Report”), fully complies with the requirements 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 information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

November 14, 2024 By: /s/ David B. Dorwart
    David B. Dorwart
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES–OXLEY ACT OF 2002

 

I, John Hilzendager, 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 best of my knowledge:

 

1. The Quarterly Report on Form 10–Q of the Company for the period ended September 30, 2024 (the “Report”), fully complies with the requirements 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 information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

November 14, 2024 By: /s/ John Hilzendager
    John Hilzendager
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

v3.24.3
Cover - $ / shares
9 Months Ended
Sep. 30, 2024
Nov. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-53949  
Entity Registrant Name Good Gaming, Inc.  
Entity Central Index Key 0001454742  
Entity Tax Identification Number 46-3917807  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 415 McFarlan Road  
Entity Address, Address Line Two Suite 108  
Entity Address, City or Town Kennett Square  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19348  
City Area Code (844)  
Local Phone Number 419-7445  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   127,336,911
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and Cash Equivalents $ 8,302 $ 304,225
Accounts Receivable 174
Prepaid expenses 22,663 93,625
Total Current Assets 31,139 397,850
Digital Assets 4,597
Intangible Assets 94,252 81,800
Due from Tebex 147
TOTAL ASSETS 125,391 484,394
Current Liabilities    
Total Current Liabilities 917,704 520,277
Total Liabilities 917,704 520,277
Stockholders’ Deficit    
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 126,146,669 at September 30, 2024 and 119,799,454 at December 31, 2023 126,147 119,799
Warrant 333 333
Additional Paid-In Capital 10,546,276 10,455,738
Accumulated Deficit (11,465,156) (10,611,839)
Total Stockholders’ Deficit (792,314) (35,883)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT 125,391 484,394
Series A Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value 8 8
Series B Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value 19 19
Series C Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value 1 1
Series D Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value
Series E Preferred Stock [Member]    
Stockholders’ Deficit    
Preferred stock value 58 58
Nonrelated Party [Member]    
Current Liabilities    
Accounts Payable and Accrued Expenses 69,045 101,906
Related Party [Member]    
Current Liabilities    
Accounts Payable and Accrued Expenses $ 848,659 $ 418,371
v3.24.3
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock, shares authorized 5,000,350  
Preferred stock, par value $ 0.001  
Common stock, shares authorized 200,000,000 200,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 126,146,669 119,799,454
Common stock, shares outstanding 126,146,669 119,799,454
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 7,500 7,500
Preferred stock, shares outstanding 7,500 7,500
Series B Preferred Stock [Member]    
Preferred stock, shares authorized 249,999 249,999
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 19,296 19,296
Preferred stock, shares outstanding 19,296 19,296
Series C Preferred Stock [Member]    
Preferred stock, shares authorized 1 1
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
Series D Preferred Stock [Member]    
Preferred stock, shares authorized 350 350
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Series E Preferred Stock [Member]    
Preferred stock, shares authorized 2,750,000 2,750,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 57,663 57,663
Preferred stock, shares outstanding 57,663 57,663
v3.24.3
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenues $ 174 $ 25 $ 506 $ 3,442
Cost of Revenues 18,863 44,417 167,702 249,695
Gross Profit (Loss) (18,689) (44,392) (167,196) (246,253)
Operating Expenses        
General & Administrative 58,301 40,808 223,602 125,144
Contract Labor 65 2,465
Depreciation and Amortization Expense 5,433 95 14,408 1,175
Professional Fees 108,099 190,660 465,987 608,152
Total Operating Expenses 171,833 231,628 703,997 736,936
Operating Loss (190,522) (276,020) (871,193) (983,189)
Other Income (Expense)        
Gain on Digital Assets     5,654
Other Income 12,253 669 12,253 668
Impairment Cost (196) (31) (220)
Total Other Income (Loss) 12,253 473 17,876 448
Net Income (Loss) $ (178,269) $ (275,547) $ (853,317) $ (982,741)
Net Income (Loss) Per Share, Basic $ (0.01) $ (0.01)
Net Income (Loss) Per Share, Diluted $ (0.01) $ (0.01)
Weighted Average Shares Outstanding - Basic 126,146,669 115,361,524 124,316,908 115,361,524
Weighted Average Shares Outstanding - Diluted 126,146,669 115,361,524 124,316,908 115,361,524
v3.24.3
Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating Activities    
Net Income (Loss) $ (853,317) $ (982,741)
Adjustment To Reconcile Net Loss to Net Cash Used In Operating Activities    
Due from Tebex 147 (147)
Depreciation and Amortization 14,408 1,175
Stock based compensation 90,538 167,237
Gain on Digital Assets (5,654)
Impairment Cost 31 220
Changes in operating assets and liabilities    
Prepaid expenses 70,963 (4,270)
Accounts Receivable (174)
Accounts Payable - Related Party 430,288
Accounts Payable (32,860) 104,459
Net Cash Provided By (Used in) Operating Activities (285,631) (714,067)
Investing Activities    
Purchase of Intangible Assets (26,860) (724)
Selling Digital Assets 10,221
Reclass Digital Assets (456)
Net Cash Provided By (Used in) Investing Activities (16,639) (1,180)
Financing Activities    
Common Stock: Conversion 6,347 6,657
Net Cash Provided By (Used In) Financing Activities 6,347 6,657
Change in Cash and Cash Equivalents (295,923) (708,590)
Cash and Cash Equivalents, Beginning Of Period 304,225 931,867
Cash and Cash Equivalents, End Of Period 8,302 223,277
Supplemental disclosure of cash flow information    
Cash paid for interest
Cash paid for taxes
Non-Cash Investing And Financing Activities    
Conversion of Preferred Stock CL B to Common
Common Shares Issued for Conversion Of Debt
v3.24.3
Statements of Stockholders' Equity (Deficit) - USD ($)
Series A Preferred Stock [Member]
Preferred Stock [Member]
Series B Preferred Stock [Member]
Preferred Stock [Member]
Series C Preferred Stock [Member]
Preferred Stock [Member]
Series D Preferred Stock [Member]
Preferred Stock [Member]
Series E Preferred Stock [Member]
Preferred Stock [Member]
Common Stock [Member]
Warrant [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 8 $ 19 $ 1 $ 58 $ 110,923 $ 333 $ 10,265,129 $ (9,746,860) $ 629,610
Balance, shares at Dec. 31, 2022 7,500 19,296 1 57,663 110,923,593 3,333,333      
Stock Based Compensation converted to common stock $ 2,219 74,927 77,146
Stock Based Compensation converted to common stock, shares           2,218,965        
Net Income (Loss)           (371,150) (371,150)
Balance at Mar. 31, 2023 $ 8 $ 19 $ 1 $ 58 $ 113,142 $ 333 10,340,056 (10,118,010) 335,606
Balance, shares at Mar. 31, 2023 7,500 19,296 1 57,663 113,142,558 3,333,333      
Balance at Dec. 31, 2022 $ 8 $ 19 $ 1 $ 58 $ 110,923 $ 333 10,265,129 (9,746,860) 629,610
Balance, shares at Dec. 31, 2022 7,500 19,296 1 57,663 110,923,593 3,333,333      
Net Income (Loss)                   (982,741)
Balance at Sep. 30, 2023 $ 8 $ 19 $ 1 $ 58 $ 117,580 $ 333 10,432,366 (10,729,601) (179,237)
Balance, shares at Sep. 30, 2023 7,500 19,296 1 57,663 117,580,488 3,333,333      
Balance at Mar. 31, 2023 $ 8 $ 19 $ 1 $ 58 $ 113,142 $ 333 10,340,056 (10,118,010) 335,606
Balance, shares at Mar. 31, 2023 7,500 19,296 1 57,663 113,142,558 3,333,333      
Stock Based Compensation converted to common stock $ 2,219 50,149 52,368
Stock Based Compensation converted to common stock, shares           2,218,965        
Net Income (Loss)                 (336,045) (336,045)
Balance at Jun. 30, 2023 $ 8 $ 19 $ 1 $ 58 $ 115,361 $ 333 10,390,205 (10,454,054) 51,929
Balance, shares at Jun. 30, 2023 7,500 19,296 1 57,663 115,361,523 3,333,333      
Stock Based Compensation converted to common stock $ 2,219 42,161 44,380
Stock Based Compensation converted to common stock, shares           2,218,965        
Net Income (Loss)                 (275,547) (275,547)
Balance at Sep. 30, 2023 $ 8 $ 19 $ 1 $ 58 $ 117,580 $ 333 10,432,366 (10,729,601) (179,237)
Balance, shares at Sep. 30, 2023 7,500 19,296 1 57,663 117,580,488 3,333,333      
Balance at Dec. 31, 2023 $ 8 $ 19 $ 1 $ 58 $ 119,799 $ 333 10,455,738 (10,611,839) (35,883)
Balance, shares at Dec. 31, 2023 7,500 19,296 1 57,663 119,799,454 3,333,333      
Stock Based Compensation converted to common stock $ 740 7,027 7,767.00
Stock Based Compensation converted to common stock, shares           739,655        
Net Income (Loss) (355,165) (355,165)
Balance at Mar. 31, 2024 $ 8 $ 19 $ 1 $ 58 $ 120,539 $ 333 10,462,765 (10,967,004) (383,281)
Balance, shares at Mar. 31, 2024 7,500 19,296 1 57,663 120,539,109 3,333,333      
Balance at Dec. 31, 2023 $ 8 $ 19 $ 1 $ 58 $ 119,799 $ 333 10,455,738 (10,611,839) (35,883)
Balance, shares at Dec. 31, 2023 7,500 19,296 1 57,663 119,799,454 3,333,333      
Net Income (Loss)                   (853,317)
Balance at Sep. 30, 2024 $ 8 $ 19 $ 1 $ 58 $ 126,147 $ 333 10,546,276 (11,465,156) (792,314)
Balance, shares at Sep. 30, 2024 7,500 19,296 1 57,663 126,146,669 3,333,333      
Balance at Mar. 31, 2024 $ 8 $ 19 $ 1 $ 58 $ 120,539 $ 333 10,462,765 (10,967,004) (383,281)
Balance, shares at Mar. 31, 2024 7,500 19,296 1 57,663 120,539,109 3,333,333      
Stock Based Compensation converted to common stock $ 3,492 60,155 63,647
Stock Based Compensation converted to common stock, shares           3,492,085        
Net Income (Loss) (319,883) (319,883)
Issuance of Stock           $ 286 4,714   5,000
Issuance of Stock, shares           285,714        
Balance at Jun. 30, 2024 $ 8 $ 19 $ 1 $ 58 $ 124,317 $ 333 10,527,634 (11,286,887) (634,517)
Balance, shares at Jun. 30, 2024 7,500 19,296 1 57,663 124,316,908 3,333,333      
Stock Based Compensation converted to common stock $ 1,830 18,642 20,472
Stock Based Compensation converted to common stock, shares           1,829,761        
Net Income (Loss) (178,269) (178,269)
Issuance of Stock                
Balance at Sep. 30, 2024 $ 8 $ 19 $ 1 $ 58 $ 126,147 $ 333 $ 10,546,276 $ (11,465,156) $ (792,314)
Balance, shares at Sep. 30, 2024 7,500 19,296 1 57,663 126,146,669 3,333,333      
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]                
Net Income (Loss) $ (178,269) $ (319,883) $ (355,165) $ (275,547) $ (336,045) $ (371,150) $ (853,317) $ (982,741)
v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Nature of Operations and Continuance of Business
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

 

Good Gaming, Inc. (formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008, under the laws of the State of Nevada. The company operates as a distributor of mobile games by pre-installing them on devices sold by mobile phone service providers. Before adopting its current operating strategy, the Company launched a mobile game titled Galactic Acres, developed a crypto game named MicroBuddies, created several engaging experiences on Roblox, managed multiple Minecraft servers, provided transaction verification services within the digital currency networks of cryptocurrencies, and hosted numerous esports tournaments, which business operations the Company formally exited by selling those assets and related intellectual property. The Company seeks to expand its footprint by creating additional partnerships with other telecommunications providers, device manufacturers and game publishers.

 

Going Concern

 

These financial statements have been prepared on a going concern basis, implying that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date, has never paid any dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of September 30, 2024, the Company had a working capital deficit of $886,565 and an accumulated deficit of $11,465,156.

 

The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible preferred stock, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

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

 

Cash Equivalents

 

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature.

 

Intangible Assets

 

Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years.

 

 

Impairment of Long-Lived Assets

 

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

 

Basic and Diluted Net Loss Per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2024 and December 31, 2023, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding preferred stock, respectively.

 

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions.

 

Financial Instruments

 

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

 

 

Advertising Expenses

 

Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $114,524 and $84,593 in advertising and promotion expenses in the nine months ended September 30, 2024 and 2023, respectively.

 

Revenue Recognition

 

Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods are directly recognized as revenues when a player uses the virtual goods.

 

Recent Accounting Pronouncements

 

The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

v3.24.3
Digital Assets
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Digital Assets

3. Digital Assets

 

On July 2, 2024 all USDC digital assets were sold at their carrying value of $9,972. All remaining digital assets were sold to a former employee on July 24, 2024 for $12,500 which resulted in $12,253 in income. As of September 30, 2024, all digital assets have been sold and carry a $0 value on the balance sheet..

 

In June 2024, the board evaluated the game platforms the Company has developed games on and decided to discontinue operations of all Microbuddies, Roblox, and Minecraft games and related assets to focus on preloaded game distribution through the Company’s partnership with ViaOne Services. The Company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

 

v3.24.3
Intangible assets
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible assets

4. Intangible assets

 

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

 

   September 30,   December 31, 
   2024   2023 
Intangible Assets  $108,660   $81,800 
Accumulated Amortization   (14,408)   - 
Intangible Assets, Net  $94,252   $81,800 

 

 

v3.24.3
Common Stock
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Common Stock

5. Common Stock

 

Share Transactions for the nine months ended September 30, 2023:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Share Transactions for the nine months ended September 30, 2024:

 

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

 

On April 18, 2024, the Company issued 2,209,047 Company’s common stock to ViaOne employees as stock based compensation.

 

On May 3, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On June 6, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On June 12, 2024, the Company issued 285,714 Company’s common stock to a ViaOne consultant as stock based compensation.

 

On July 15, 2024, the Company issued 641,519 Company’s common stock to ViaOne employees as stock based compensation.

 

On August 7, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

On September 6, 2024, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

 

 

v3.24.3
Preferred Stock
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Preferred Stock

6. Preferred Stock

 

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

 

As of September 30, 2024, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 share of Series C Preferred Stock, and 0 shares of Series D Preferred Stock, and 57,663 shares of Series E preferred stock issued and outstanding.

 

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

 

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

 

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of September 30, 2024.

 

The holders of Series A, Series B, Series C and Series D have a liquidation preference to the common shareholders.

 

v3.24.3
Warrant
9 Months Ended
Sep. 30, 2024
Disclosure Warrant Abstract  
Warrant

7. Warrant

 

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

 

 

v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

8. Related Party Transactions

 

As of September 30, 2024, the Company owes ViaOne Services a total of $848,659, comprising $675,433 as part of the employee service agreement and $164,399 as vendor payment, and Assist Wireless $8,827 as vendor payment.

 

The Company’s Chairman and Chief Executive Officer is the Chairman and CEO of ViaOne and Assist Wireless.

 

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

9. Commitments and Contingencies

 

None.

 

v3.24.3
Acquisition and Discontinued Operations
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisition and Discontinued Operations

10. Acquisition and Discontinued Operations

 

In June 2024, the board evaluated the game platforms the Company has developed games on and decided to discontinue operations of all Microbuddies, Roblox, and Minecraft games and related assets to focus on preloaded game distribution through the Company’s partnership with ViaOne Services. The company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

 

v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

11. Subsequent Events

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2024 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible preferred stock, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

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

 

Cash Equivalents

Cash Equivalents

 

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature.

 

Intangible Assets

Intangible Assets

 

Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years.

 

 

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

 

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2024 and December 31, 2023, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding preferred stock, respectively.

 

Income Taxes

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statements of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions.

 

Financial Instruments

Financial Instruments

 

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

 

 

Advertising Expenses

Advertising Expenses

 

Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $114,524 and $84,593 in advertising and promotion expenses in the nine months ended September 30, 2024 and 2023, respectively.

 

Revenue Recognition

Revenue Recognition

 

Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods are directly recognized as revenues when a player uses the virtual goods.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.3
Intangible assets (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

 

   September 30,   December 31, 
   2024   2023 
Intangible Assets  $108,660   $81,800 
Accumulated Amortization   (14,408)   - 
Intangible Assets, Net  $94,252   $81,800 
v3.24.3
Nature of Operations and Continuance of Business (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Working capital deficit $ (886,565)  
Accumulated Deficit $ 11,465,156 $ 10,611,839
v3.24.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Accounting Policies [Abstract]      
General insurance expenses     $ 266,775
Reduction in net loss per share     $ 0.002
Finite lived intangible asset useful life 5 years    
Earnings per share, potentially dilutive securities 10,000,000   10,000,000
Advertising and promotion expenses $ 114,524 $ 84,593  
v3.24.3
Digital Assets (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Jul. 24, 2024
Jul. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Jul. 02, 2024
Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]                
Carrying value of digital assets         $ 9,972 $ 4,597
Sale value of digital assets   $ 12,500            
Income for sale of digital assets $ 12,253   $ 12,253 $ 669 $ 12,253 $ 668    
Despawn, LLC [Member]                
Defined Benefit Plan Disclosure [Line Items]                
Sale value of digital assets $ 12,500 $ 12,500            
v3.24.3
Schedule of Intangible Assets (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Intangible Assets $ 108,660 $ 81,800
Accumulated Amortization (14,408)
Intangible Assets, Net $ 94,252 $ 81,800
v3.24.3
Intangible assets (Details Narrative)
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Estimated useful life 5 years
v3.24.3
Common Stock (Details Narrative) - shares
Sep. 06, 2024
Aug. 07, 2024
Jul. 15, 2024
Jun. 12, 2024
Jun. 06, 2024
May 03, 2024
Apr. 18, 2024
Jan. 26, 2024
Sep. 19, 2023
Aug. 10, 2023
Jul. 21, 2023
Jun. 15, 2023
May 18, 2023
Apr. 14, 2023
Mar. 15, 2023
Feb. 15, 2023
Jan. 30, 2023
ViaOne Employees [Member]                                  
Common stock as employee compensation 594,121 594,121 641,519 285,714 641,519 641,519 2,209,047 739,655 739,655 739,655 739,655 739,655 739,655 739,655 739,655 739,655 739,655
v3.24.3
Preferred Stock (Details Narrative) - $ / shares
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Preferred stock, shares authorized 5,000,350  
Preferred stock, par value $ 0.001  
Preferred stock, convertible terms If all of our Series A, B and E Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 61,672,201 shares.  
Common stock, convertible conversion shares 61,672,201  
Series A Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 7,500 7,500
Preferred stock, shares outstanding 7,500 7,500
Conversion of preferred stock into common stock 20  
Series B Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 249,999 249,999
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 19,296 19,296
Preferred stock, shares outstanding 19,296 19,296
Conversion of preferred stock into common stock 200  
Series C Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 1 1
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
Preferred stock, voting rights The 1 issued and outstanding share of Series C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO.  
Series D Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 350 350
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Preferred stock, convertible terms The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of September 30, 2024  
Preferred stock conversion price $ 0.06  
Series E Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 2,750,000 2,750,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 57,663 57,663
Preferred stock, shares outstanding 57,663 57,663
Conversion of preferred stock into common stock 1,000  
Maximum [Member]    
Class of Stock [Line Items]    
Preferred stock, shares authorized 5,000,350  
v3.24.3
Warrant (Details Narrative) - Private Placement [Member]
Sep. 30, 2024
$ / shares
shares
Subsidiary, Sale of Stock [Line Items]  
Warrants exercise price | $ / shares $ 0.20
Warrant expiration date May 17, 2027
Armistice Capital LLC [Member]  
Subsidiary, Sale of Stock [Line Items]  
Warrants to purchase common stock, shares 1,477,848
Sabby Management [Member]  
Subsidiary, Sale of Stock [Line Items]  
Warrants to purchase common stock, shares 3,333,333
v3.24.3
Related Party Transactions (Details Narrative) - ViaOne Services LLC [Member]
Sep. 30, 2024
USD ($)
Related Party Transaction [Line Items]  
Accounts payable and accrued liabilities, current $ 848,659
Employee Service Agreement [Member]  
Related Party Transaction [Line Items]  
Accounts payable and accrued liabilities, current 675,433
Vendor Payment Agreement [Member]  
Related Party Transaction [Line Items]  
Accounts payable and accrued liabilities, current 164,399
Assist Wireless Vendor Payment Agreement [Member]  
Related Party Transaction [Line Items]  
Accounts payable and accrued liabilities, current $ 8,827
v3.24.3
Acquisition and Discontinued Operations (Details Narrative)
1 Months Ended
Jul. 31, 2024
USD ($)
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Sold assets $ 12,500

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