~~As filed~~UNITED ~~with~~STATES ~~the~~SECURITIES ~~Securities~~AND ~~and~~EXCHANGE ~~Exchange~~COMMISSION ~~Commission~~Washington, onD.C. ~~July~~20549 ~~21,~~FORM ~~2022~~S-1

Registrations No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MIDNIGHT GAMING CORPORATION (Exact name of registrant as specified in its charter)

~~(Exact name of registrant as specified in its charter)~~Delaware

Delaware		7900		81-4053066
(State of Incorporation)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

(State or other jurisdiction of incorporation or organization)

~~1900 E. Golf Road—Suite 950~~7900

~~Schaumburg, Illinois~~(Primary ~~60173~~Standard Industrial Classification Code Number)

~~(888) 525~~81-~~0010~~4053066

(~~Address, including~~I.R.S. ~~zip~~Employer ~~code,~~Identification ~~and telephone number, including area code,~~Number)

~~of registrant’s~~Address: ~~principal~~1900 ~~executive~~E. ~~offices)~~Golf Road—Suite 950 Schaumburg, Illinois 60173

~~Copies to~~ Telephone: (888) 525-0010

~~Kinney L.~~(Address, ~~McGraw~~including zip code, and telephone number,

~~Chief Executive~~including ~~Officer~~area code, of registrant’s principal executive offices)

~~1900 E.~~Not ~~Golf Road—Suite 950, Schaumburg, Illinois 60173~~Applicable

(~~888~~Name, address, including zip code, and telephone number, including area code, of agent for service) ~~525-0010~~

~~(Address, including~~Immediate. ~~zip~~As ~~code,~~soon ~~and~~as ~~telephone,~~approval ~~including~~has ~~area~~been ~~code)~~given to listing

(Approximate date of commencement of proposed sale to the public~~: From time to time after the effective date of this registration statement.~~)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.: ☒☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~If this~~SEC ~~Form~~870 ~~is a post~~(07-~~effective~~24) ~~amendment~~Potential ~~filed~~persons ~~pursuant~~who are to ~~rule~~respond ~~462(c)~~to ~~under~~ the ~~Securities~~collection ~~Act,~~of ~~check~~information ~~the~~contained ~~following~~in ~~box~~this ~~and~~Form ~~list~~are ~~the Securities~~not ~~Act~~required ~~registration~~to ~~statement~~respond ~~number~~unless of the ~~earlier~~Form ~~effective~~displays ~~registration~~a ~~statement~~currently ~~for~~valid ~~the~~OMB ~~same~~control ~~offering~~number. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~ growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒☐ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by ~~checkmark~~check mark if the registrant has ~~not~~ elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

iPART I—INFORMATION REQUIRED IN PROSPECTUS

~~CALCULATION OF~~Subject ~~REGISTRATION~~to ~~FEE~~Completion, Dated November 20, 2025

Title of Each Class of securities to be registered	Amount to be registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (1)
Common Stock, Par Value $0.00001		8,657,277	$	4.00	$	34,629,108	$	3,210.12
Total		8,657,277	$	4.00	$	34,629,108	$	3,210.12

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

~~The registrant~~This ~~hereby~~prospectus ~~amends~~is ~~this~~not ~~registration~~an ~~statement~~offer ~~on such date or dates as may be necessary~~ to ~~delay~~sell ~~its~~these ~~effective~~securities, ~~date~~and ~~until~~it ~~the registrant~~is ~~shall~~not ~~file~~soliciting aoffers ~~further~~to ~~amendment~~buy ~~which~~these ~~specifically~~securities ~~states that this registration statement shall thereafter become effective~~ in ~~accordance~~any ~~with~~jurisdiction ~~Section~~where ~~8(a) of~~ the ~~Securities~~offer ~~Act of 1933~~ or ~~until~~sale ~~the~~is ~~registration~~not ~~statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine~~permitted.

iiThis prospectus relates to the proposed offering by Midnight Gaming Corporation of up to 5,000,000 shares of our common stock, par value $0.00001 per share (the “Common Stock”), at a proposed offering price of $5.00 per share, for aggregate gross proceeds of up to $25,000,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

~~PRELIMINARY PROSPECTUS~~We ~~SUBJECT~~intend TOto ~~COMPLETION~~offer ~~DATED~~the ~~MAY~~shares 9from time to time through an “at the market offering” program, ~~2022~~although we may also sell shares in negotiated transactions or through other means permitted by law.

~~The information in this prospectus is not complete and may be changed.~~ We ~~may~~will ~~not~~determine ~~sell these securities until~~ the ~~registration~~actual ~~statement filed~~number ~~with~~of ~~the~~shares ~~Securities~~offered and ~~Exchange~~the ~~Commission~~offering isprice ~~effective.~~per ~~This~~share ~~prospectus~~based ison ~~not~~market anconditions ~~offer~~at ~~to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where~~ the ~~offer~~time orof sale ~~is not permitted~~.

~~This prospectus~~We ~~relates~~will tonot receive any proceeds from the ~~offering~~sale ~~and~~of ~~resale~~shares by ~~the~~ selling ~~security~~stockholders. ~~holders~~Investing ~~(the~~in ~~“Selling~~our ~~Security~~Common ~~Holders”)~~Stock ~~identified herein~~involves a high degree of uprisk. toSee ~~8,657,277~~“Risk ~~shares~~Factors” ofbeginning ~~Common~~on ~~Stock,~~page 12 for a discussion of ~~Midnight~~certain ~~Gaming~~factors ~~Corporation~~you ~~(the~~should ~~“Company”). Please~~carefully ~~see~~consider ~~“Selling Security~~before ~~Holders”~~deciding to invest in our Common Stock.

~~The selling~~Neither ~~shareholders~~the ~~must~~Securities ~~sell~~and ~~their~~Exchange ~~shares~~Commission atnor aany ~~fixed~~state ~~price~~securities ~~per~~commission ~~share~~has ofapproved ~~$4.00~~or ~~until~~disapproved ~~there~~of isthese asecurities ~~public~~or ~~market~~passed ~~for~~upon ~~our shares of common stock. Thereafter,~~ the ~~shares~~adequacy ~~offered~~or byaccuracy of this prospectus. ~~may~~Any berepresentation ~~sold by the selling stockholders from time~~ to ~~time in~~ the ~~open~~contrary ~~market, through~~is ~~privately negotiated transactions or~~ a ~~combination~~criminal ~~of these methods, at market prices prevailing at the time of sale or at negotiated prices~~offense.

~~The distribution~~This ofprospectus ~~the~~includes ~~shares~~information byabout the ~~selling~~offering ~~stockholders~~described isherein ~~not~~as ~~subject~~well toas ~~any~~detailed ~~underwriting~~information ~~agreement.~~about Weour ~~will~~business ~~not~~and ~~receive~~our ~~any~~financial ~~proceeds from~~statements. ~~the~~Before ~~sale~~investing ofin ~~the~~our ~~shares~~common bystock, ~~the~~you ~~selling~~should ~~stockholders.~~carefully Weread ~~will~~the ~~bear~~entire ~~all~~prospectus, ~~expenses~~including ofthe ~~registration~~risks ~~incurred~~discussed inunder ~~connection~~“Risk ~~with this offering~~Factors”, ~~but~~ ~~all~~our ~~selling~~financial statements and ~~other~~notes ~~expenses~~to ~~incurred~~those byfinancial statements, and the ~~selling~~other ~~stockholders~~information ~~will~~included beor ~~borne~~incorporated by ~~them~~reference in this prospectus.

~~We are~~The andate “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our common stock may be considered speculative and involves a high degree of ~~risk,~~this ~~including~~prospectus the risk of a substantial loss of your investment. See “Risk Factors” beginning on page 4 to read about the risks you should consider before buying shares of our common stock. An investment in our common stock is ~~not~~November ~~suitable~~20, ~~for all investors~~2025. ~~See “Risk Factors—Risks Relating to Our Common Stock.”~~

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our Common Stock should be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 4 to read about the risks you should consider before buying shares of our Common Stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____, 2022

iii

TABLE OF CONTENTS

Prospectus Summary	1
Summary Consolidated Financial Information
Risk Factors	5
Cautionary Note Regarding Forward-Looking Statements	14
Use of Proceeds	15
Determination of Offering Price	15
Selling Security Holders	15
Plan of Distribution	16
Market for Our Common Stock and Related Stockholder Matters	17
Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Business	18
Directors, Executive Officers and Key Employees	21
Executive Compensation	24
Security Ownership of Certain Beneficial Owners and Management	25
Certain Relationships and Related Party Transactions	26
Description of Capital Stock	26
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Interests of Named Experts and Counsel	27
Index to Consolidated Financial Statements	F-1

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus is correct as of any time after its date.

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our securities. You should read this prospectus carefully, especially the risks and other information set forth under the heading “Risk Factors”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Our fiscal year end is December 31. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” or “our Company,” and “Midnight Gaming” refer to Midnight Gaming Corporation, a Delaware corporation, and its wholly owned subsidiaries.

BUSINESS

Business Overview

We are creating and expanding our presence in the Esports market. Prior to the COVID pandemic, Midnight Gaming hosted local Esports tournaments and was in the midst of constructing a state-of-the-art Esports venue. With those plans temporarily paused, it created the opportunity for the Company to create GTV. GTV, located at https://www.gtvnetworks.tv , is an operational platform that:

• provides free advertisement-supported entertainment through a virtual cable network, OTT streaming service, and websites;

• delivers eSports, news, live events, and digital video; and

• offers entertainment for gamers, movie viewers, and digital sports fans.

Esports Industry

Esports is the competitive playing of video games by professional and amateur teams. Esports typically takes the form of organized, multiplayer video games that include real-time strategy, fighting and multiplayer online battle arena games. Although official competitions have long been a part of video game culture, participation and spectatorship of such events have seen a global surge in popularity over the last few years with the rapid growth of online streaming.

Esports also includes games which can be played at home, primarily by amateurs, in multiplayer competitions on the Sony PlayStation, Microsoft Xbox and WII Nintendo systems. Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services including twitch.tv, azubu.tv, ustream.tv and youtube.com. With the creation and operation of GTV, we hope to be the largest and broadest streaming service of esports.

The advent of online streaming technology has turned esports into a global industry that includes professional players and teams competing in major events that are simultaneously watched in person in stadiums, and by online viewers. This online streaming technology referred to as OTT, which stands for over-the-top, initially named for devices that go “over” a cable box to give the user access to content. In OTT channels, content is delivered via an internet connection rather than through a traditional cable/broadcast provider.

According to Newzoo, a global leader in esports, games and mobile intelligence, it is expected that the total global esports audience is estimated to be 728.8 million a the end of 2021, an increase of 10% over 2020. The pandemic has certainly accelerated the growth of the live-streaming audience but we do not anticipate a decrease in current users. We anticipate the current growth rate will progressively return to their more natural levels by 2024, when the live-streaming audience total will be projected to be 920.3 million. Nevertheless, emerging markets and regions will stay on their path of double-digit growth. Esports Enthusiasts, which are people who watch professional esports content at least once a month, will make up 201.2 million of the total up from 143.2 million in 2017, with a compound annual growth rate (“CAGR”) (2017-2022) of +15.7% to reach almost 297 million in 2022. The global average revenue per Esports Enthusiast, which includes not only gaming revenue, but also sponsorships advertising and all other esports related revenues, is projected to be $5.45 in 2019, up +8.9% from $5.00 in 2018. The number of occasional esports viewers, (people who watch professional esports content less than once a month), is expected to reach 252.6 million in 2019, up from 221.6 million in 2018, and is projected to grow with a CAGR of +12.6% to surpass 347 million in 2022. The number of people who are aware of esports worldwide is expected to reach 1.8 billion in 2019, up from 1.6 billion in 2018. China is expected to contribute most to global esports awareness, with 500.2 million people aware of esports in 2019. The increasing prominence of esports as a mainstream entertainment industry is driving the growth in awareness in most regions. Audience and awareness growth in the emerging regions of Latin America, Middle East and Africa, Southeast Asia, and Rest of Asia is largely driven by improving IT infrastructure and urbanization. Millennials into should continue to drive the growth of the esports industry’s audience and in turn, the esports gaming industry.

GTV

GTV is a game-centric live streaming platform which can be viewed through a virtual cable network, OTT streaming service, and websites.

MEDIA PLATFORMS: • Roku • Amazon Fire TV • Samsung Smart TV • Apple TV • iOS • Android • LG Smart TV • Twitch • Website OTT DISTRIBUTION • Unites States • Canada • Europe • Asia

Today most Americans use streaming services, like Netflix, to watch TV. A streaming service streams video content via the internet to a connected TV, computer, smartphone, or tablet.

The potential audience, just in the United States:

• 64% of U.S. homes have a streaming service.

• 60% of 18-to 29-yrs. old only watch streaming services.

• 71% of internet users watch TV streaming services once a week.

GTV has already created hundreds of individual channels, each dedicated to a different eSport or hosted by a different eSport celebrity. GTV’s model is to generate revenues through advertising revenue on each channel.

GTV’s method of sales come thru selling Connected TV advertising "Ad Units". Ad Units are also called views and impressions. Each ad placed on the GT platform can be seen across all platforms. GTV currently has access to over 100 million viewers in the United States across the aforementioned media platforms. Companies, sponsors, advertisers would purchase "ad units" or "viewers and impressions" from GTV for a certain cost, customized for each ad campaign.

Competitive Advantages/Operational Strengths

We believe the following strengths position us for sustainable growth:

Management Team and Key Personnel Experience: Our management and consultants have extensive experience in esports, information technology, compliance, regulation, accounting and finance.

Proprietary Technology: Our platform provides us with a first mover advantage as it offers what we believe to be the widest variety of viewing options available for esports.

Multiple Channels: We have created hundreds of channels to attract viewers interested in specific games and/or celebrities.

Advertising Diversity: Based on our technology, our advertisers can select to target viewers of a certain game or celebrity or can select to advertise to a specific geographic area based on our OTT systems

History

We were formed in the State of Delaware on October 11, 2016. On April 1, 2018 the Company changed its name from McGraw Conglomerate Corporation to Midnight Gaming Corporation. Our offices are located at 1900 E. Golf Road, Suite 950, Schaumburg, Illinois 60173. Our phone number is 888-525-0010. Our website is Midnightgtv.com. The information contained in our website is not a part of this prospectus.

~~Risks Factors~~MIDNIGHT GAMING CORPORATION

•5,000,000 WeShares ~~are a development stage company with a history~~ of ~~accumulated~~Common ~~deficits, recurring losses and negative cash flows from operating activities and have had de minimis revenues to date.~~Stock

•Estimated Weinitial ~~may~~public beoffering ~~unable~~price: to$5.00 ~~achieve~~per ~~or sustain profitability or continue as a going concern~~share.

•Price ~~Esports’~~to ~~online~~public: ~~offerings~~$5.00 ~~are~~per ~~part~~share Underwriting ofdiscounts ~~new~~ and ~~evolving~~commissions: ~~industries,~~[Not ~~which~~Applicable] ~~presents~~Proceeds ~~significant~~to ~~uncertainty~~us ~~and~~(before ~~business~~expenses): ~~risks.~~$25,000,000 per share

•Total: ~~Esports’~~Price ~~success~~to inpublic ~~the~~$5.00 ~~competitive~~per ~~gaming~~share Underwriting discounts and ~~interactive~~commissions ~~entertainment~~[Not ~~industries~~Applicable] ~~depends~~Proceeds ~~in large part on its ability~~ to ~~develop~~us ~~and~~(before ~~manage~~expenses) ~~frequent introductions of innovative products.~~$25,000,000

•Investing ~~Esports’~~in ~~dependency~~our oncommon ~~customers’~~stock ~~acceptance~~involves ofa ~~its~~high ~~products,~~degree ~~and~~of ~~the~~risk. ~~Company’s~~See ~~inability~~“Risk toFactors” ~~meet~~beginning ~~changing~~on ~~consumer~~page ~~preferences~~12 ~~may negatively impact Esports’ business and results~~ of ~~operations~~this prospectus.

•Neither ~~There~~the isSecurities noand ~~public~~Exchange ~~market~~Commission ~~for~~nor ~~our~~any ~~common~~state ~~stock~~securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

~~Recent Developments~~For further information:

~~The Company~~Address: ~~has~~1900 ~~entered into non-binding letters of intent to develop a building and studio to host competitive video game tournaments played by professional gamers with spectators~~E. ~~The~~Golf ~~proposed~~Road—Suite ~~building~~950 ~~would be three-floors and 96~~Schaumburg,~~000~~ ~~square feet with a competition stage, gaming stations, and a television production studio. It would be located in Orland Park,~~ Illinois, a60173 ~~suburb of Chicago, and be owned by a third party.~~

Telephone: (888) 525-0010

Prospectus dated November 20, 2025

~~THE OFFERING~~Table of Contents

Common Stock Offered by the Selling Security Holders		8,657,277 shares of Common Stock.
PART I—INFORMATION REQUIRED IN PROSPECTUS				2
Common Stock Outstanding Before the Offering		23,000,000 shares of Common Stock as of June 30, 2022.
	Item 3 - Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges			5
Common Stock Outstanding After the Offering		23,000,000 shares of Common Stock.
		1)	Business Overview	8
Terms of the Offering		The Selling Security Holders will determine when and how they will sell the Common Stock offered in this prospectus. See “Plan of Distribution” on page 15.
		2)	Risk Factors	10
Use of Proceeds		We are not selling any securities under this prospectus.
		3)	Ratio of Earnings to Fixed Charges	13
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.
	Item 4 - Use Of Proceeds			14
Trading Symbol		There is no public market for our common stock.
	Item 5 - The Offering			14
	Item 6 – Dilution			15
	Item 7 – Selling Security Holders			15
	Item 8 – Plan of Distribution			15
		(a)	No Underwriting Obligations	15
		(b)	Decision to take on an Underwriter(s)	16
	Item 9 - Description of Securities to be Registered			16
		(a)	Description Of Existing Capital Stock	16
		(b)	Share Plan	19
		(c)	Distribution Plan	20
		(d)	Anti-Takeover Provisions	21
		(e)	Transfer Agent and Registrar	21
		(f)	Shares Eligible for Future Sale	22
	Item 10 - Interests of Named Experts and Counsel			22
	Item 11 - Information with Respect to the Registrant			23
		Item 101 — Description of Business		23
		Item 102 — Description of Property		25
		Item 103 — Legal Proceedings		25
		Item 201 — Market Price, Dividends, and Holders		25
		Regulation S-X Financial Statements (+ Rule 3-05 & Article 11)		26
		Item 301 — Selected Financial Data		26
		Item 302 — Supplementary Financial Information		35
		Item 303 — MD&A		35
		Item 304 — Changes in and Disagreements with Accountants		36
		Item 305 — Quantitative and Qualitative Market Risk		36
		Item 401 — Directors, Executive Officers, and Governance		38
		Item 402 — Executive Compensation		38
		Item 403 — Security Ownership of Certain Beneficial Owners and Management		40
		Item 404 — Related-Person Transactions		42
		Item 407(a) - Director Independence Disclosures		43
		Item 407(e)(4) - Compensation committee		45
	Item 11A. Material Changes.			45
	Item 12. Incorporation of Certain Information by Reference.			45
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS				46
	Item 13. Other Expenses of Issuance and Distribution			46
	Item 14. Indemnification of Directors and Officers			46
	Item 15. Recent Sales of Unregistered Securities			48
	Item 16. Exhibits			49
	Item 17. Undertakings			50
SIGNATURES				51
Exhibits
		1)	Underwriting Agreement
		2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
		3)	Articles of Incorporation & By Laws
		4)	Instruments defining the rights of securities holders
		5)	Opinion re Legality
		9)	Voting Trust Agreement
		10)	Material Contracts
		13)	Annual report to security holders, Form 10–Q or quarterly report to security holders
		21)	Subsidiaries of the Registrant
		22)	Subsidiary guarantors and issuers of guaranteed securities
		23)	Consents of Experts and Counsel
		24)	Power of Attorney
		25)	Statement of Eligibility of Trustee
	Item 16 (b). Exhibits for Regulation S-X (17 CFR Part 210)			52
		Regulation S-X (17 CFR Part 210) Financial Statement Schedules		52
		107) Calculation of Filing Fee Tables

4 Table of Contents

~~RISK FACTORS~~Item 3 - Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

~~Investing in our common stock involves~~ (a) Business great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our common stock. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our common stock to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.Overview

~~Risks Related~~Midnight toGaming ~~Our~~Corporation, ~~Business~~a Delaware company formed on October 11, 2016, pursues a buy-and-build strategy focused on acquiring and developing income-producing businesses early in their life cycles, with targeted diversification across energy, automotive, finance, and real estate (where letters of intent have been secured), and a core vertical in entertainment, events, and media.

~~We are~~The strategy focuses on three integrated initiatives: (i) acquiring and operating the Oshkosh Arena in Wisconsin, a ~~development~~4,200-seat ~~stage~~multipurpose ~~company~~venue with a ~~limited~~track ~~operating~~record ~~history~~of 200+ events where the company aims to scale revenues through expanded programming (including esports and festivals), sponsorships, and rentals; (ii) deploying GTV, a proprietary connected-TV and social media advertising platform intended to drive ticketing and sponsorship demand via targeted campaigns and to generate third-party advertising revenue; and (iii) acquiring TGS Esports Inc., a company that provides marketing solutions specializing in engaging video game and esports fans.

~~While we~~Management ~~were~~positions ~~incorporated~~this ~~under~~vertically ~~the~~integrated ~~laws~~model ~~of Delaware in July 2016. Our operations since that time have been mostly limited~~ to ~~eSports~~capture ~~competitions and~~growth ~~teams. We have had de minimis revenues to date. Consequently, we are subject to all the risks and uncertainties inherent~~ in alive ~~new business and in connection with the development and sale of new products and services. As a result~~experiences, wetargeted ~~still~~digital ~~must establish many corporate functions necessary to operate our business~~advertising, ~~including finalizing our administrative structure, continuing our product development, assessing~~ and ~~expanding~~premium ~~our~~event ~~marketing activities~~production, ~~implementing~~while ~~financial~~noting ~~systems and controls and personnel recruitment. Accordingly~~execution, ~~you should consider the Company’s prospects in light of the costs~~market, ~~uncertainties, delays,~~ and ~~difficulties~~regulatory ~~frequently encountered by companies in this early stage of development. You should carefully consider the~~ risks ~~and~~associated ~~uncertainties that a company, such as ours,~~ with aacquisitions ~~limited operating~~and ~~history will face~~expansion. ~~In particular, you should consider that we cannot provide assurance that we will be able to:~~

•(b) Summary ~~successfully~~of ~~implement~~the ~~or execute our current business plan;~~Offering

•Issuer: ~~raise~~Midnight ~~sufficient~~Gaming ~~funds in the capital markets to effectuate our business plan;~~Corporation

•Securities ~~attract,~~offered: ~~enter into or maintain contracts with~~5,000,000 ~~and~~shares ~~retain~~of ~~customers;~~common ~~and/or~~stock

•Over‑allotment ~~compete~~option: ~~effectively~~750,000 ~~in the extremely competitive environment in which we operate.~~shares

~~If we~~Estimated ~~cannot~~price ~~successfully~~range: ~~accomplish~~$5.00 ~~any~~per ~~of the foregoing objectives, our business may not succeed.~~share

~~If we~~Outstanding ~~are~~Common ~~unable~~Stock: to22,843,667 ~~prove~~shares ~~that~~(or ~~our~~27,843,667 ~~advertising~~shares ~~and~~if ~~sponsorship~~the ~~solutions~~underwriters ~~provide~~exercise antheir ~~attractive~~over-allotment ~~return~~option onin ~~investment~~full). ~~for~~The number of shares of our ~~customers~~common stock to be outstanding after this offering is based on 17,843,667 shares of our ~~financial~~ ~~results~~common ~~could~~stock beoutstanding ~~harmed.~~as of September 9, 2025, and excludes:

~~Our ability~~· toshares ~~grow~~of ~~revenue is dependent on~~ our ~~ability~~common tostock ~~demonstrate~~are toissuable ~~marketers~~upon ~~that~~conversion ~~their marketing campaigns with us provide a meaningful return on investment (“ROI”) relative to offline and other online opportunities. Our ability to demonstrate the value~~ of ~~advertising~~ ~~and sponsorship on~~ our ~~network~~outstanding ~~will~~preferred ~~depend,~~stock; in· ~~part,~~shares ~~on the sophistication~~ of ~~the analytics and measurement capabilities, the actions taken by~~ our ~~competitors~~common tostock ~~enhance~~are ~~their~~issuable ~~offerings,~~upon ~~whether~~exercise ~~we meet the ROI expectations~~ of ~~our~~outstanding ~~customers~~warrants; and a· ~~number~~shares of ~~other~~ ~~factors. If we are unable to maintain sophisticated marketing and communications solutions that provide value to~~ our ~~customers or~~common ~~demonstrate~~stock ~~our~~reserved ~~ability~~for tofuture ~~provide~~issuance ~~value~~under to our ~~customers,~~equity ~~our~~incentive ~~financial results will be harmed~~plans.

~~If we~~Except ~~are~~as ~~unable~~otherwise ~~to develop~~indicated, ~~commission~~all orinformation ~~acquire compelling content~~ in ~~our~~this ~~business~~prospectus atassumes ~~acceptable~~no ~~prices,~~exercise ~~our~~by ~~expenses may increase,~~ the ~~number~~ ofunderwriters ~~visitors to our online properties may not grow as anticipated, or may decline, and/or visitors’ level~~ of ~~engagement~~their ~~with our~~over-allotment ~~network and websites may decline, any of which could harm our operating results~~option.

~~Our future~~Symbol ~~success~~/ ~~depends~~Exchange: inMDHT ~~part~~/ onNasdaq ~~the~~Capital ability of our business to aggregate compelling content and deliver that content through our online properties. We believe that users will increasingly demand high-quality content and services including more video and mobile-specific content. Such content and services may require us to make substantial payments to third parties if we are unable to develop content of our own. Our ability to maintain and build relationships with such third-party providers is critical to our success. We may be unable to enter into new, or preserve existing, relationships with the third-parties whose content or services we seek to obtain. In addition, as competition for compelling content increases both domestically and internationally, our third-party providers may increase the prices at which they offer their content and services to us and potential providers may not offer their content or services to us at all, or may offer them on terms that are not agreeable to us. An increase in the prices charged to us by third-party providers could harm our operating results and financial condition.Market

5 Table of Contents

Use of proceeds: We ~~have~~ aintend ~~history~~to use the net proceeds from this offering for the acquisition and development of ~~accumulated~~the ~~deficits~~OshKosh Arena, ~~recurring~~investments ~~losses~~in GTV to expand our connected TV and ~~negative~~social ~~cash~~media ~~flows~~advertising ~~from~~platform, ~~operating~~the ~~activities~~acquisition of TGS Esports Inc., working capital, and general corporate purposes. We may bealso ~~unable~~use a portion of the net proceeds to ~~achieve~~ acquire complementary businesses or ~~sustain~~assets. ~~profitability~~However, we currently have no agreements or ~~continue~~commitments asregarding aany ~~going~~such ~~concern~~acquisitions.

~~To date,~~(c) weRisk have recorded de minimis revenues from the sale of our products. If we are unable to generate revenues, we will not be able to achieve and maintain profitability. Beyond this, we may incur significant losses in the future for a number of reasons including other risks described in this document, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly, we may not ever be able to achieve profitability. We incurred negative cash flows from operating activities and recurring net losses in fiscal years 2021 and 20120. As of December 31, 2021 and 2020, our accumulated deficit was $944,314 and $881,701, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty. In order for us to remove substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities and obtain necessary debt or equity funding. If we are unable to increase revenues or obtain additional financing, we will be unable to continue the development of our products and services and we may have to cease operations. In that event you could lose your entire investment.Factors

~~Our consolidated~~An ~~financial~~investment ~~statements~~in ~~have~~our ~~been~~common ~~prepared~~stock oninvolves ~~the~~a ~~assumption~~high ~~that~~degree weof ~~will continue as a going concern~~risk. ~~Our~~You ~~independent~~should ~~registered public~~carefully ~~accounting~~consider ~~firms~~the ~~have~~following ~~included~~information anabout ~~explanatory~~these ~~paragraph~~risks, intogether ~~our~~with ~~consolidated~~the ~~financial~~other ~~statements~~information ~~for~~appearing ~~the~~elsewhere ~~fiscal~~in ~~years~~this ~~ended December 31~~prospectus, ~~2021~~before ~~and~~investing ~~2020~~in ~~stating~~any ~~that~~of our ~~operating~~common ~~losses~~stock. ~~and~~If ~~limited~~any ~~working~~of ~~capital,~~the ~~raise~~following ~~substantial~~risks ~~doubt~~occur, ~~about~~ our ~~ability~~business, tofinancial ~~continue as~~condition, aresults ~~going~~of ~~concern.~~operations, Toand ~~date,~~future itprospects ~~has~~could ~~been~~be ~~necessary~~materially toand ~~rely~~adversely ~~upon~~affected. ~~debt~~In ~~and~~that event, the ~~sale~~market price of our ~~equity~~common ~~securities~~stock tocould ~~sustain~~decline, ~~operations.~~and ~~Our management~~you ~~anticipates~~could ~~that~~lose wepart ~~will~~or ~~require~~all ~~additional~~of ~~capital~~your toinvestment. ~~fund~~We ~~ongoing~~have ~~operations~~identified ~~without taking into account~~ the ~~proceeds~~following ~~from this~~key ~~offering.~~risks:

~~There can~~· beOur nolimited ~~guarantee~~operating ~~that~~history weand ~~will~~development-stage bestatus ~~able~~make it difficult to ~~obtain~~evaluate ~~such~~our ~~funds,~~business orand ~~obtain~~prospects. ~~them~~· onWe ~~satisfactory~~have ~~terms,~~incurred significant net losses and ~~that~~anticipate ~~such~~continued ~~funds~~losses ~~would~~in bethe ~~sufficient~~near term. If ~~such~~· ~~additional~~Our ~~funding~~ability to complete the proposed acquisitions of OshKosh Arena and TGS Esports Inc. is ~~not~~subject ~~obtained~~to financing, wedue ~~may~~diligence, beand ~~required~~regulatory hurdles. · The live events and advertising industries are highly competitive and subject to ~~scale~~economic ~~back~~downturns. or· ~~cease~~We may require additional capital to fund operations and growth, which could dilute existing stockholders; and · There is no established public trading market for our common stocks, and we do not expect one to develop.

~~We will~~See ~~require~~“Risk ~~additional~~Factors” ~~financing~~beginning ~~and~~on ~~cannot~~page be12 ~~certain~~for ~~that~~a ~~such~~discussion ~~additional~~of ~~financing~~factors ~~will~~you beshould ~~available~~carefully onconsider ~~reasonable~~before ~~terms~~deciding ~~when~~to ~~required, or~~invest atin ~~all~~our common stock.

To date, the Company has relied primarily on equity financing to carry on its business. The Company has limited financial resources, has no operating cash flow and has no assurance that sufficient funding will be available to it to fund its operating expenses and to further develop its business. As of March 31, 2022, we had cash of $6~~,002.~~ WeTable expect the net proceeds from future offerings, along with our current cash position, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. Thereafter, unless we achieve profitability, we anticipate that we will need to raise additional capital to fund our operations while we implement and execute our business plan. We currently do not have any contracts or commitments for additional financing. In addition, any additional equity financing may involve substantial dilution to then existing shareholders. There can be no assurance that such additional capital will be available, on a timely basis, or on terms acceptable to the Company. Failure to obtain such additional financing could result in delay or indefinite postponement of operations or the further development of its business with the possible loss of such properties or assets. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to fund its business or the expansion thereof, take advantage of strategic acquisitions or investment opportunities or respond to competitive pressures. Such inability to obtain additional financing when needed could have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and prospects. Contents

~~The gaming~~(d) Ratio ~~and interactive entertainment industries are intensely competitive. Esports faces competition from a growing number~~ of ~~companies and,~~Earnings ~~if Esports is unable~~ to ~~compete~~Fixed ~~effectively, its business could be negatively impacted.~~Charges

There is intense competition amongst gaming solution providers. There are a number of established, well financed companies producing both land-based and online gaming and interactive entertainment products and systems that compete with the products of the Company. As some of our competitors have financial resources that are greater than Esports’, they may spend more money and time on developing and testing products, undertake more extensive marketing campaigns, adopt more aggressive pricing policies or otherwise develop more commercially successful products than the Company, which could impact the Company’s ability to win new marketing contracts and renew our existing ones. Furthermore, new competitors may enter the Company’s key market areas. If the Company is unable to obtain significant market presence or if it loses market share to its competitors, the Company’s results of operations and future prospects would be materially adversely affected. There are many companies with already established relationships with third parties, including gaming operators that are able to introduce directly competitive products and have the potential and resources to quickly develop competitive technologies. The Company’s success depends on its ability to develop new products and enhance existing products at prices and on terms that are attractive to its customers.

Period	Earnings			Fixed Charges		Ratio
Year ended Dec. 31, 2024	$	(373,373	)	$	33,220		—
Year ended Dec. 31, 2023	$	(267,924	)	$	33,220		—
Year ended Dec. 31, 2022	$	(892,187	)	$	32,973		—
Nine months ended Sep. 30, 2024	$	(249,161	)	$	24,915		—
Nine months ended Sep. 30, 2023	$	(189,841	)	$	24,915		—

~~We operate~~(1) inEarnings aconsist ~~very~~of ~~competitive~~pretax ~~business~~loss ~~environment~~from ~~and~~continuing ifoperations weplus dofixed ~~not~~charges ~~adapt~~(no ~~our~~tax ~~approach and our products to meet this competitive environment~~provision, ~~our~~ ~~business,~~as ~~results~~losses ~~of operations or financial condition could be adversely impacted~~incurred).

~~There is~~(2) ~~intense~~Fixed ~~competition~~charges in the gaming management and gaming products industry which is characterized by dynamic customer demand and rapid technological advances. As a result, we must continually adapt our approach and our products to meet this demand and match technological advances and if we cannot do so, our business results of operations or financial condition may be adversely impacted. Conversely, the development of new competitive products or the enhancement of existing competitive products in any market in which we operate could have an adverse impact on our business, results of operations or financial condition. If we are ~~unable~~interest toexpense ~~remain dynamic in the face of changes in the market, it could have a material adverse effect~~ on ~~our~~notes ~~business,~~payable ~~results~~(no ofother ~~operations~~fixed orcharges ~~financial~~per ~~condition~~financials).

6(3) Ratio not provided where coverage <1:1 due to losses. Deficiency (additional earnings needed for 1:1 ratio):

~~Risks that~~· ~~impact~~2024: ~~our~~$406,593 ~~customers~~· ~~may~~2023: ~~impact~~$301,144 ~~us.~~· 2022: $925,160 · Nine months 2024: $274,076 · Nine months 2023: $214,756

~~If our~~7 ~~marketing~~Table ~~program~~of is not effective, we may see a slowdown in business or network or website traffic it may lead to fewer visitors on our network or website, which could have an adverse effect on advertising revenues and our business.Contents

~~Our business~~1) isBusiness subject to online security risk, including security breaches, and loss or misuse of our stored information as a result of such a breach, including customers’ personal information, could lead to government enforcement action or other litigation, potential liability, or otherwise harm our business.Overview

~~We receive,~~Midnight ~~process,~~Gaming ~~store~~Corporation ~~and use personal information and other customer data. There are numerous federal~~(“Midnight,” ~~state and local laws regarding privacy and the storing~~“we,” ~~sharing, use, processing, disclosure and protection of personal information and other data. Any failure or perceived failure by~~ “us ~~to comply with our privacy policies~~,” ~~our privacy-related obligations to customers~~ or ~~other third parties, or~~ “our”) ~~privacy-related legal~~is ~~obligations,~~a orDelaware ~~any~~corporation ~~compromise~~incorporated ofon ~~security~~October ~~that results in the unauthorized release or transfer of personally identifiable information or other player data~~11, ~~may result in governmental enforcement actions~~2016, ~~litigation~~with ora ~~public~~core ~~statements~~focus ~~against~~on usacquiring ~~by consumer advocacy groups or others~~ and ~~could~~developing ~~cause~~income-producing ~~our~~business ~~customers~~entities toduring ~~lose~~early ~~trust~~stages inof ustheir ~~which~~respective ~~could~~business ~~have~~life ancycles ~~adverse~~to ~~impact~~enrich ontheir ~~our~~ business. ~~In the area of information security and data protection~~models, ~~many~~resulting ~~states~~in ~~have~~increased ~~passed~~business ~~laws requiring notification to customers when there is a security breach for personal data~~activity, ~~such as the 2002 amendment to California’s Information Practices Act~~revenue, ~~or requiring the adoption of minimum information security standards that are often vaguely defined~~ and ~~difficult to practically implement~~valuation. The costs of compliance with these types of laws may increase in the future as a result of changes in interpretation or changes in law. Any failure on our part to comply with these types of laws may subject us to significant liabilities.

~~Third parties~~As weoutlined ~~work~~in ~~with,~~our ~~such~~founding ~~as vendors~~documents, ~~may~~we ~~violate~~pursue ~~applicable~~opportunities ~~laws~~across ora ~~our~~broad ~~policies,~~spectrum ~~and~~of ~~such~~industries, ~~violations~~including ~~may~~energy ~~also~~(oil ~~put~~and ~~our~~gas), ~~customers’ information~~automotive at(dealerships ~~risk~~ and ~~could~~dealership inservices), ~~turn~~finance ~~have~~(mortgage anand ~~adverse~~banking), ~~impact on our business. We are also subject to payment card association rules~~ and ~~obligations~~ ~~under~~real ~~each~~estate ~~association’s~~(construction, ~~contracts~~property ~~with~~management, ~~payment card processors. Under these rules~~ and ~~obligations~~consulting), ifwhere ~~information is compromised,~~ we ~~could~~have besecured ~~liable~~letters toof ~~payment~~intent ~~card issuers~~ for ~~the~~potential ~~associated~~acquisitions ~~expense~~ and ~~penalties~~partnerships. If we fail to follow payment card industry security standards, even if no customer information is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs.

~~Security breaches,~~In ~~computer~~addition ~~malware~~to ~~and~~these ~~computer~~pursuits, ~~hacking~~we ~~attacks~~are ~~have~~actively ~~become~~involved ~~more prevalent~~ in ~~our~~three ~~industry.~~major ~~Many~~business ~~companies,~~categories ~~including~~within ~~ours, have been~~ the ~~targets~~entertainment, ofevents, ~~such~~and ~~attacks.~~media ~~Any~~sectors, ~~security~~each ~~breach~~designed ~~caused~~to bycreate ~~hacking~~synergies ~~which~~and ~~involves~~drive ~~efforts~~revenue togrowth ~~gain~~through ~~unauthorized~~strategic ~~access~~acquisitions toand ~~information or~~organic ~~systems,~~development. orThese tocategories ~~cause~~include ~~intentional~~the ~~malfunctions~~acquisition orand ~~loss~~operation ~~or corruption~~ of ~~data,~~a ~~software,~~premier ~~hardware~~physical orsports ~~other computer equipment~~arena, ~~and~~ the ~~inadvertent~~ ~~transmission~~development of ~~computer viruses could harm~~ our ~~business.~~proprietary ~~Though~~connected itTV isand ~~difficult~~social tomedia ~~determine~~advertising ~~what harm may directly result from any specific interruption or breach~~platform, ~~any failure to maintain performance~~GTV, ~~reliability, security~~ and ~~availability of our network infrastructure to~~ the ~~satisfaction~~acquisition of ~~our~~a ~~players~~leading ~~may~~marketing ~~harm~~solution ~~our~~provider ~~reputation~~specializing ~~and~~in ~~our~~engaging ~~ability~~video togame ~~retain existing players~~ and ~~attract~~esports ~~new players~~fans.

~~If unauthorized~~This ~~disclosure~~integrated ofapproach, ~~the~~complemented ~~source~~by ~~code~~our webroader ~~currently~~industry ~~license~~diversification, ~~and~~positions ~~expect~~us to ~~own~~capitalize ~~upon~~on the ~~completion~~growing ofdemand ~~this~~for ~~offering~~live ~~occurs~~experiences, wetargeted ~~could potentially~~digital ~~lose~~advertising, ~~future~~high-quality ~~trade~~event ~~secret~~production, ~~protection for that source code. This could make it easier for third parties to compete with our products by copying functionality which could adversely affect our revenue~~ and ~~operating~~value ~~margins.~~creation ~~Unauthorized~~across ~~disclosure~~multiple ofsectors ~~source~~in ~~code also~~the ~~could~~post-pandemic ~~increase security risks~~economy.

~~Because the~~Acquisition ~~techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, change frequently~~ and ~~often~~Operation are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We have developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of aOshKosh ~~security breach at a third-party vendor; however, such measures cannot provide absolute security~~Arena.

~~Our profitability~~OshKosh ~~depends~~Arena, ~~upon~~located ~~many~~at ~~factors~~1212 S. Main Street in Oshkosh, Wisconsin, is a state-of-the-art multi-purpose indoor arena spanning approximately 64,300 square feet. Opened in 2017 (formerly known as Menominee Nation Arena), it welcomed over 200,000 attendees to a wide variety of events, establishing itself as a key venue in the Fox Valley region. The arena features a main bowl with a capacity of up to 4,200 spectators for ~~which~~large-scale noevents, ~~assurance~~as ~~can~~well beas ~~given~~flexible, smaller spaces accommodating 50 to 500 guests for intimate gatherings. Event types include professional basketball (home to the Wisconsin Herd of the NBA G League), roller derby, concerts, corporate meetings, trade shows, boxing matches, and community panels such as SHRM open enrollment events.

~~Profitability depends upon many factors~~Historically, ~~including~~ the ~~ability~~arena tohas ~~develop~~hosted ~~and~~over ~~maintain~~200 ~~valuable~~events ~~products~~since ~~and~~its ~~services~~inception, ~~our~~fostering ~~ability~~strong tocommunity ~~identify~~ties and ~~obtain~~ ~~the~~economic ~~rights~~impact toin ~~additional products to add to our existing product line~~Oshkosh, ~~success~~a ~~and~~city ~~expansion~~ of ~~our~~approximately ~~sales programs~~67,000 ~~expansion of~~people ~~our~~located ~~customer~~near ~~base,~~major ~~obtaining~~markets ~~the~~like ~~right~~Milwaukee ~~balance of expense levels~~ and ~~the~~Green ~~overall success of our business activities~~Bay. WeFor ~~anticipate that~~Midnight, wethe ~~will~~acquisition ~~generate~~represents ~~operating~~a ~~income~~significant inrevenue ~~the~~opportunity ~~next~~through 12ticket ~~months~~sales, ~~although~~concessions, nopremium ~~assurance~~seating, ~~can~~sponsorships, beand ~~given~~facility inrentals. ~~this~~With ~~regard.~~estimated ~~Even~~annual ifrevenues wehistorically dounder ~~achieve profitability~~$5 million, we ~~may~~anticipate ~~not~~scaling beoperations ~~able~~ to ~~sustain~~exceed or$10 ~~increase~~million ~~profitability on a quarterly or annual basis~~annually. ~~Our~~We ~~failure~~plan to ~~become~~achieve ~~and~~this ~~remain profitable~~by ~~would~~leveraging ~~depress the value of~~ our ~~company~~media and ~~could~~production ~~impair~~capabilities ~~our~~for ~~ability~~enhanced toevent ~~raise capital~~programming, ~~expand~~including ~~our~~esports ~~business,~~tournaments ~~diversify~~and ~~our~~music ~~product offerings or even continue our operations~~festivals. AAdditionally, ~~decline~~we inwill ~~the~~benefit ~~value~~from oftax ~~our~~incentives ~~stock~~and ~~could~~local ~~also~~partnerships ~~cause you~~ to ~~lose~~drive ~~all~~attendance orand ~~part~~ancillary ofincome ~~your investment~~streams.

7Connected TV and Social Media Advertising via GTV.

~~Future cash~~GTV ~~flows~~is ~~fluctuations~~Midnight’s ~~may~~proprietary ~~affect~~platform ~~our~~for ~~ability~~connected TV (CTV) and social media advertising, designed to ~~fund~~deliver ~~our~~targeted, ~~working~~data-driven ~~capital~~campaigns ~~requirements~~across orstreaming ~~achieve~~services, ~~our~~smart ~~business~~TVs, ~~objectives~~and digital platforms. In today’s economy, where traditional linear TV viewership has declined by over 20% in recent years amid the rise of cord-cutting, CTV and social media advertising represent a ~~timely manner~~$30 billion+ U.S. market. This market is growing at 15-20% annually, driven by precise audience targeting, measurable ROI, and integration with e-commerce. GTV enables advertisers to reach engaged audiences through video ads, sponsored content, and interactive formats on platforms like Roku, Hulu, YouTube, and TikTok, with advanced analytics for real-time optimization.

~~Our working~~8 ~~capital~~Table ~~requirements and cash flows are expected to be subject to quarterly and yearly fluctuations, depending on such factors as timing and size~~ of capital expenditures, levels of sales and collection of receivables, customer payment terms and supplier terms and conditions. We expect future offerings will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months However, a greater than expected slow-down in capital spending by our advertisers may require us to adjust our current business model. As a result, our revenues and cash flows may be materially lower than we expect and we may be required to reduce our capital expenditures and investments or take other measures in order to meet our cash requirements. We may seek additional funds from liquidity-generating transactions and other conventional sources of external financing (which may include a variety of debt, convertible debt and/or equity financings). We cannot provide any assurance that our net cash requirements will be as we currently expect. Our inability to manage cash flow fluctuations resulting from the above factors could have a material adverse effect on our ability to fund our working capital requirements from operating cash flows and other sources of liquidity or to achieve our business objectives in a timely manner.Contents

~~Our business~~For ~~may~~Midnight beand ~~materially~~our OshKosh Arena operations, GTV provides immense value by promoting events directly to local and ~~adversely~~regional ~~affected~~demographics, such as sports fans in Wisconsin. This boosts ticket sales and attendance by ~~increased~~up ~~levels~~to of30% ~~debt~~through geo-targeted campaigns. Internally, it allows us to monetize arena assets via in-venue digital signage and social integrations, while externally, GTV can generate standalone revenue from third-party clients in the entertainment and retail sectors, projected to contribute $5-10 million in annual ad spend as we scale partnerships. This segment enhances our ecosystem by creating a closed-loop marketing funnel, from awareness via GTV to conversion at live events.

~~In order~~Acquisition ~~to finance our business or to finance possible acquisitions we may incur significant levels~~ of ~~debt~~TGS ~~compared~~Esports ~~to historical levels, and we may need to secure additional sources of funding, which may include debt or convertible debt financing, in the future~~Inc. Afor ~~high level~~Marketing of debt, arduous or restrictive terms and conditions relating to accessing certain sources of funding, failure to meet the financial and/or other covenants in our credit and/or support facilities and any significant reduction in, or access to, such facilities, poor business performance or lower than expected cash inflows could have adverse consequences on our ability to fund our business operationsSolutions. ~~Other~~ ~~effects of a high level of debt include the following:~~

•TGS weEsports ~~may~~Inc. ~~have~~is ~~difficulty~~a ~~borrowing~~British ~~money~~Columbia–organized incompany ~~the~~that ~~future~~operates ora ~~accessing~~marketing ~~sources~~solutions ofbusiness ~~funding;~~focused on engaging video game and esports audiences, providing brand-facing programs designed to reach and activate gamers and fans at scale.

•Through athis ~~high~~specialization, ~~debt~~TGS ~~level,~~structures ~~arduous~~campaigns orand ~~restrictive~~partnerships ~~terms~~around the habits and ~~conditions~~platforms of gaming communities, orpositioning ~~lower~~itself ~~than~~as ~~expected~~a ~~cash~~go-to ~~flows~~partner ~~would~~for ~~make~~companies usseeking ~~more~~credible ~~vulnerable~~access to ~~economic~~esports ~~downturns~~demographics; ~~and~~in ~~adverse~~the ~~developments~~contemplated intransaction, ~~our~~it would sell substantially all assets related to that business; ~~and~~to Midnight under an asset purchase agreement.

•TGS’s ifaudience ~~operating~~access ~~cash~~and ~~flows~~brand ~~are~~programs ~~not~~complement ~~sufficient~~Midnight’s togrowth ~~meet our operating expenses~~plan, ~~capital~~particularly ~~expenditures~~the ~~and~~GTV ~~debt~~connected-TV/social ~~service~~advertising ~~requirements~~platform asand ~~they~~live-event ~~become due~~initiatives, wecreating ~~may~~a betighter ~~required,~~acquisition infunnel ~~order~~from digital awareness to ~~meet~~ticket ~~our~~sales ~~debt~~and ~~service~~sponsorship ~~obligations,~~conversion toacross ~~delay~~Midnight’s orportfolio. ~~reduce~~This ~~capital~~aligns ~~expenditures~~with orMidnight’s ~~the~~“buy-and-build” ~~introduction~~approach ofacross ~~new~~gaming, ~~products~~esports, media, and ~~services~~live events, ~~sell~~leveraging ~~assets~~GTV ~~and/or~~to ~~forego~~monetize ~~business~~audiences ~~opportunities~~while ~~including~~expanding ~~acquisitions,~~marketing ~~research~~reach ~~and~~to ~~development~~support ~~projects~~venue orprogramming ~~product~~and ~~design~~partner ~~enhancements~~activation.

~~Esports’ online~~Our ~~offerings~~business ~~are~~strategy ~~part~~emphasizes ofvertical ~~new~~integration to maximize synergies across these segments, while our broader pursuits in energy, automotive, finance, and ~~evolving~~real ~~industries~~estate provide additional diversification and long-term growth potential. However, ~~which~~our ~~presents~~success ~~significant~~depends ~~uncertainty~~on execution risks, market conditions, and ~~business~~regulatory approvals for acquisitions. See “Risk Factors” for a discussion of these and other risks.

~~The online~~9 ~~gaming~~Table and interactive entertainment industry, which includes social, casual and mobile gaming and interactive entertainment, is relatively new and continues to evolve. Whether these industries grow and whether Esports’ online business will ultimately succeed, will be affected by, among other things, developments in social networks, mobile platforms, legal and regulatory developments (such as the passage of new laws or regulations or the extension of existing laws or regulations to online gaming activities), taxation of gaming activities, data privacy laws and regulation and other factors that the Company is unable to predict and which are beyond the Company’s control. Given the dynamic evolution of these industries, it can be difficult to plan strategically, and it is possible that competitors will be more successful than the Company at adapting to change and pursuing business opportunities. Additionally, as the online gaming industry advances, including with respect to regulation, the Company may become subject to additional compliance-related costs. Consequently, the Company cannot provide assurance that its online and interactive offerings will grow at the rates expected or be successful in the long term. Several companies have launched online offerings, and new competitors are likely to continue to emerge, some of which may be operated by social gaming companies with a larger base of existing users. If our products do not obtain popularity or maintain popularity or fail to grow in a manner that meets management’s expectations, our results of operations and financial condition could be harmed.Contents

~~Esports’ success~~2) inRisk ~~the competitive gaming and interactive entertainment industries depends in large part on its ability to develop and manage frequent introductions of innovative products.~~Factors

~~The online~~(i) ~~gaming~~Risk ~~and~~Factor interactive entertainment industries are characterized by dynamic customer demand and technological advances, including for land-based and online gaming products. As a result, the Company must continually introduce and successfully market new themes and technologies in order to remain competitive and effectively stimulate customer demand. The process of developing new products and systems is inherently complex and uncertain. It requires accurate anticipation of changing customer needs and end user preferences as well as emerging technological trends. If the Company’s competitors develop new content and technologically innovative products, and Esports fails to keep pace, its business could be adversely affected. Additionally, the introduction of products embodying new technology and the emergence of new industry standards can render the Company’s existing solutions obsolete and unmarketable and can exert price pressures on existing solutions. To remain competitive, the Company must invest resources towards its research and development efforts to introduce new and innovative products with dynamic features to attract new customers and retain existing customers. If the Company fails to accurately anticipate customer needs and end-user preferences through the development of new products and technologies, it could lose business to its competitors, which would adversely affect the Company’s results of operations and financial position.Summary

8· We have a limited operating history and minimal revenue; we have incurred significant losses and may not achieve profitability. · Our strategy depends on closing and integrating acquisitions (including Oshkosh Arena and TGS); delays or failures would harm growth and cash flow. · Event demand, sponsorships, and operating costs at the arena may underperform, reducing revenue and margins. · Our GTV advertising platform depends on third-party platforms and data rules; changes could reduce ad performance and revenue. · We will need substantial additional capital; if unavailable on acceptable terms, we may delay or abandon key initiatives. · Existing debt, related-party arrangements, and a going-concern qualification constrain our financial flexibility. · Extensive preferred stock, warrants, and super-voting shares could dilute holders and concentrate control. · Economic downturns, inflation, higher interest rates, pandemics, or geopolitical events could depress demand and strain liquidity.

~~The Company~~(ii) ~~intends~~Risks toRelated ~~continue investing resources toward its research and development efforts. There is no assurance that its investments in research and development will lead~~ to ~~successful~~Our ~~new~~Business technologies or timely new products. If a new product does not gain market acceptance, the Company’s business could be adversely affected. Most directly, if a product is unsuccessful, the Company could incur losses. Additionally, if the Company cannot efficiently adapt its processes and infrastructure to meet the needs of its product innovations, its business could be negatively impacted. There is no certainty that the Company’s new products will attain market acceptance or that its competitors will not more effectively anticipate or respond to changing customer preferences. In addition, any delays by the Company in introducing new products could negatively impact its operating results by providing an opportunity for its competitors to introduce new products and gain market share.Industry

~~The Company~~(a) ~~cannot~~We ~~give~~have ~~assurance~~a ~~that~~limited itoperating ~~will successfully develop new products or enhance and improve its existing products~~history, that new products and enhanced and improved existing products will achieve market acceptance or that the introduction of new products or enhanced existing products by others will not render the Company’s products obsolete. Dynamic customer demand and technological advances often demand high levels of research and development expenditures in order to meet accelerated product introductions, and the life cycles of certain products may be short, which ~~could~~makes ~~adversely~~it ~~affect~~difficult the Company’s operating results. In some cases, the Company’s new products and solutions may require long development and testing periods and may not be introduced in a timely manner or may not achieve the broad market acceptance necessary to ~~generate~~evaluate ~~significant~~our ~~revenue~~prospects. The Company’s inability to develop solutions that meet customer needs and compete successfully against competitors’ offerings could have a material adverse effect on the Company’s business, financial condition and results of operations.

~~Failure to~~Since ~~attract~~October 11, ~~retain~~2016, ~~and~~we ~~motivate~~have ~~key~~remained ~~employees~~in ~~may~~the ~~adversely~~development ~~affect~~stage with limited operating history in our core segments. Past results are not predictive, and we face the ~~Company’s~~execution ~~ability~~risks common to ~~compete~~early-stage companies, including closing and ~~the~~integrating ~~loss~~acquisitions of(such ~~the~~as ~~services~~ Oshkosh Arena and TGS Esports Inc. (TGS), building our GTV platform, advancing letters of ~~key~~intent ~~personnel~~in ~~could~~energy, automotive, finance, and real estate, and achieving profitability. We have incurred significant net losses since inception, including a ~~material~~net ~~adverse~~loss ~~effect~~of on$406,593 ~~Esports’~~for ~~business~~the year ended December 31, 2024, and may continue to incur losses. There is no assurance we will achieve or sustain profitability.

~~The Company~~(b) ~~depends~~We ~~on the services of a few key executive officers. The loss of any of these key persons could~~ have alimited ~~material~~revenue ~~adverse effect on the Company’s business, results of operations~~ and financial condition. The Company’s success is also highly dependent on its continuing ability to identify, hire, train, motivate and retain highly qualified technical, marketing and management personnel. Competition for such personnel can be intense, and the Company cannot provide assurance that it will be able to attract or retain highly qualified technical, marketing and management personnel in the future. Stock options may comprise a significant ~~component of key employee compensation~~losses, and ifwe ~~the~~expect ~~Company’s~~continued ~~Common~~losses ~~Share price declines, it may be difficult to retain such individuals. Similarly, changes~~ in the ~~Company’s~~near ~~share price may hinder the Company’s ability to recruit key employees, as they may elect to seek employment with other companies that they believe have better long-~~term ~~prospects~~. The Company’s inability to attract and retain the necessary technical, marketing and management personnel may adversely affect its future growth and profitability. The Company’s retention and recruiting may require significant increases in compensation expense, which would adversely affect the Company’s results of operation.

~~The leadership~~As of ~~our~~December ~~Chief~~31, ~~Executive Officer~~2024, ~~Mr.~~revenue ~~Ken~~totaled ~~McGraw~~$10,705 ~~has~~(primarily ~~been~~events aincome) ~~critical~~and ~~element~~cumulative ofnet ~~the~~losses ~~Company’s~~exceeded ~~development.~~$3 ~~The departure~~million, ~~death~~ orincluding ~~disability~~a of$406,593 ~~Mr.~~net ~~McGraw~~loss orfor ~~other~~2024 ~~extended~~on oroperating ~~permanent~~expenses ~~loss~~ of ~~his~~$417,298 ~~services~~(professional fees, ortravel, ~~any~~marketing, ~~negative~~interest, ~~market~~and orother ~~industry~~costs). ~~perception with~~We ~~respect~~expect expenses to ~~him~~increase oras ~~arising~~we ~~from~~pursue ~~his~~acquisitions, ~~loss~~develop GTV, ~~could~~and ~~have~~expand ainto ~~material~~new ~~adverse~~industries. ~~effect~~If onrevenue ~~the~~does ~~Company’s~~not ~~business.~~outpace Weexpense ~~are~~growth, ~~not~~we ~~protected by~~may ~~key~~not ~~man~~achieve orprofitability. ~~similar~~Delays ~~life~~in ~~insurance~~acquisitions, ~~covering~~underperformance ~~members~~at ofOshkosh ~~senior~~Arena ~~management~~or ~~but~~TGS, isor ~~contemplating~~macro ~~obtaining~~weakness ~~key~~affecting ~~man~~events ~~insurance~~and ~~upon~~advertising ~~closing of~~could ~~the~~deepen ~~offering~~losses.

(c) Our ~~internal~~ ~~control~~growth ~~over~~depends ~~financial~~on ~~reporting~~completing ~~does~~and ~~not~~integrating ~~currently~~proposed ~~meet the standards required by Section 404 of the Sarbanes-Oxley Act of 2002~~acquisitions, ~~and~~which ~~failure~~may tonot ~~achieve~~occur ~~and~~as ~~maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price~~planned.

~~We have~~A ~~not~~significant ~~maintained~~portion ~~internal~~of ~~control~~our ~~over~~strategy ~~financial~~relies ~~reporting~~on inacquiring aOshkosh ~~manner~~Arena, ~~that~~TGS ~~meets~~Esports, ~~the~~and ~~standards~~targets ofin ~~publicly~~energy ~~traded~~(oil ~~companies~~and ~~required by~~gas), ~~Section~~automotive ~~404~~(dealerships ofand ~~the~~services), ~~Sarbanes-Oxley~~finance ~~Act~~(mortgage ofand ~~2002.~~banking), ~~The~~and ~~rules~~real ~~governing~~estate ~~the~~(construction, ~~standards~~property ~~that must be met for our~~ management, toand ~~assess~~consulting), ~~our internal~~supported ~~control~~by ~~over~~letters ~~financial~~of ~~reporting~~intent. ~~are~~As ~~complex~~of ~~and~~December ~~require~~31, ~~significant documentation~~2024, ~~testing~~these ~~and~~acquisitions ~~possible~~were ~~remediation~~not completed. We ~~expect to~~may ~~begin~~be ~~the~~unable ~~process~~to ofsecure ~~reviewing~~financing, ~~documenting~~complete ~~and~~diligence, ~~testing~~or ~~our~~obtain ~~internal~~necessary ~~control over financial reporting after completion of this offering~~approvals. We ~~might~~Failure ~~encounter~~to ~~problems~~close or ~~delays~~integrate incould ~~completing~~disrupt ~~the~~operations, ~~implementation~~increase ofcosts, ~~any~~and ~~changes~~prevent ~~necessary~~expected tosynergies ~~make a favorable assessment of our internal control over financial reporting~~(e.g., Ifin-house weproduction ~~cannot~~savings ~~favorably~~at ~~assess~~ the ~~effectiveness~~arena ofor ~~our~~GTV ~~internal control over financial reporting~~cross-selling), ~~investors~~ ~~could~~thereby ~~lose~~materially ~~confidence~~harming in our ~~financial~~business ~~information~~ and ~~the~~financial ~~price of our common stock could decline~~condition.

910 Table of Contents

~~Our management~~(d) ~~team~~We ~~has~~operate ~~limited~~in ~~experience~~highly ~~managing~~competitive amarkets ~~public company~~ and ~~regulatory compliance~~ may ~~divert~~be ~~our~~unable ~~attention from the day-~~to~~-day management~~ ofcompete ~~its business~~effectively.

~~Our management~~The ~~team~~live ~~has~~events, ~~limited~~media ~~experience~~production, ~~managing~~and aadvertising ~~publicly-traded~~sectors ~~company~~are ~~and~~intensely ~~limited~~competitive. ~~experience~~Oshkosh ~~complying~~Arena competes with ~~the~~regional ~~increasingly~~venues ~~complex laws~~for ~~pertaining~~bookings toand ~~public~~sponsorships; ~~companies.~~GTV ~~These~~competes ~~obligations~~with ~~typically~~established ~~require~~connected-TV ~~substantial~~and ~~attention~~digital ~~from~~platforms ~~our~~(e.g., ~~senior~~Roku, ~~management~~Hulu, Google Ads); and ~~could~~TGS ~~divert our~~Esports ~~attention~~who ~~away~~is facing competition from other event organizers, platform providers, and media companies operating in the ~~day~~esports space. Our expansion efforts in energy, automotive, finance, and real estate also face well-capitalized incumbents. If we fail to~~-day~~ ~~management~~differentiate ofor ~~our~~win ~~business~~market share, revenue growth and key opportunities could be limited.

~~We currently~~(e) doMacroeconomic ~~not maintain insurance coverage,~~ and ~~any~~external ~~claims~~events ~~against~~could usreduce ~~may~~demand ~~result in our incurring substantial costs~~ and astrain ~~diversion of resources~~liquidity.

~~We do~~Events ~~not currently hold directors~~ and ~~officer’s~~advertising ~~liability~~are ~~insurance,~~sensitive ~~although we do expect~~ to ~~obtain~~inflation, ~~coverage~~recessions, atinterest-rate ~~the~~changes, ~~conclusion~~and ~~of this~~consumer ~~offering~~spending. WeReduced dodiscretionary ~~not~~spending ~~maintain~~can ~~key-man~~depress ~~life~~attendance ~~insurance~~and onad ~~any~~budgets; ofpublic-health ~~our senior management~~ or ~~key~~geopolitical ~~personnel,~~disruptions ~~business~~may ~~interruption~~have ~~insurance, employer’s~~similar ~~liability~~effects. ~~insurance~~Commodity orprice ~~liability~~volatility ~~insurance.~~could Ifimpact ~~and~~energy ~~when~~acquisitions, wewhile dorate ~~obtain~~changes ~~insurance~~could ~~coverage,~~affect itthe ~~may~~finance beand ~~insufficient~~real toestate ~~cover any claim~~segments. ~~Any~~Our ~~liability~~cash orbalance ~~damage~~of to$345,980 oras ~~caused~~of byDecember 31, ~~our~~2024, ~~facilities~~provides ora ~~our~~limited ~~personnel~~cushion; ~~beyond~~a ~~our~~prolonged ~~insurance~~downturn ~~coverage~~could ~~may~~pressure ~~result in our incurring substantial costs and a diversion of resources~~liquidity.

~~The Company’s~~(f) ~~business~~We isdepend ~~vulnerable~~on tokey ~~changing~~personnel, ~~economic conditions~~ and tothe ~~other~~loss ~~factors~~of ~~that~~leadership ~~adversely~~could ~~affect~~harm ~~the industries in which it operates~~execution.

~~The demand~~Our ~~for~~success ~~entertainment~~depends ~~and~~on ~~leisure~~our ~~activities~~executive ~~tends to be highly sensitive to changes in consumers’ disposable income~~team, ~~and~~including ~~thus can~~Kinney ~~be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond the control of the Company~~L. ~~Unfavorable~~ ~~changes in general economic conditions~~McGraw, ~~including~~our ~~recessions,~~Chief ~~economic~~Executive ~~slowdown, sustained high levels of unemployment, and increasing fuel or transportation costs, may reduce customers’ disposable income or result in reduced advertising revenue~~Officer. AsWe ~~a result,~~do ~~the~~not ~~Company~~carry ~~cannot~~key-person ~~ensure~~life ~~that demand for its products or services will remain constant~~insurance. ~~Continued~~Loss ~~or renewed adverse developments affecting economies throughout the world, including a general tightening~~ of ~~availability~~key ofpersonnel credit, decreased liquidity in many financial markets, increasing interest rates, increasing energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, could ~~lead~~disrupt toacquisitions aand ~~further reduction~~operations in(including ~~discretionary~~Oshkosh ~~spending~~Arena onand ~~leisure~~GTV ~~activities~~development). ~~Any~~Our ~~significant~~small orteam ~~prolonged~~also ~~decrease~~constrains inscaling, ~~consumer~~and ~~spending~~talent oncompetition ~~entertainment or leisure activities~~ could ~~reduce~~raise ~~the~~costs ~~Company’s online games, reducing the Company’s cash flows~~ and ~~revenues.~~slow ~~If the Company experiences a significant unexpected decrease in demand for its products, it could incur losses~~execution.

~~Changes in~~(iii) ~~ownership~~Risks ofRelated ~~competitors~~to orOur ~~consolidations~~Financial ~~within~~Condition ~~the gaming industry may negatively impact pricing~~ and ~~lead~~Capital ~~to downward pricing pressures which could reduce revenue.~~Requirements

~~A decline~~(a) inWe ~~demand~~will ~~for~~require ~~the~~substantial ~~Company’s~~additional ~~products~~capital into ~~the~~fund ~~gaming~~operations ~~industry could adversely affect its business. Demand for the Company’s products is driven primarily by the replacement of existing services as well as the expansion of existing online gaming,~~ and ~~the expansion of new channels of distribution~~growth, ~~such as mobile gaming. Additionally, consolidation within the online market could result in the Company facing competition from larger combined entities,~~ which may ~~benefit~~not ~~from~~be ~~greater~~available ~~resources~~on ~~and~~acceptable ~~economies of scale~~terms. Also, any fragmentation within the industry creating a number of smaller, independent operators with fewer resources could also adversely affect the Company’s business as these operators might cause a further slowdown in the replacement cycle for the Company’s products.

~~The Company’s~~Cash ~~results~~and cash equivalents were $345,980 as of ~~operations~~December ~~could~~31, be2024, ~~affected~~and bynet ~~natural~~cash ~~events~~used in ~~the~~operating ~~locations~~activities inwas $382,093 for 2024. We anticipate significant capital needs for acquisitions (including multi-million-dollar outlays for Oshkosh Arena and TGS) and for expansion. Net proceeds from this offer (estimated up to $25 million) may be insufficient. We may pursue additional debt or equity, which itcould ~~operates~~dilute stockholders or ~~where~~impose ~~its~~restrictive ~~customers~~ covenants. Inability to secure funding could force us to delay or ~~suppliers~~abandon ~~operate~~initiatives and could raise insolvency risk.

~~Esports, its~~(b) ~~customers,~~Our ~~and~~debt ~~its suppliers have operations in locations subject to natural occurrences such as severe weather~~ and other ~~geological events,~~obligations ~~including~~constrain ~~hurricanes,~~flexibility earthquakes, or flood that could disrupt operations. Any serious disruption at any of Esports’ facilities or the facilities of its customers or suppliers due to a natural disaster could have a material adverse effect on Esports’ revenues and increase ~~its~~default ~~costs and expenses~~risk. If there is a natural disaster or other serious disruption at any of Esports’ facilities, it could impair its ability to adequately supply its customers, cause a significant disruption to its operations, cause Esports to incur significant costs to relocate or re-establish these functions and negatively impact its operating results. While Esports intends to seek insurance against certain business interruption risks, such insurance may not adequately compensate Esports for any losses incurred as a result of natural or other disasters. In addition, any natural disaster that results in a prolonged disruption to the operations of Esports’ customers or suppliers may adversely affect its business, results of operations or financial condition.

10As of December 31, 2024, total liabilities were $628,043, including $393,500 in promissory notes and $174,945 in accrued interest, and a ($1,260,682) net related-party loan payable (net of receivables). These obligations strain cash flow; defaults could accelerate payments or lead to asset loss. Reliance on related-party financing also presents potential conflicts of interest.

~~Litigation costs~~(c) ~~and~~Our ~~the~~auditor ~~outcome~~has ofexpressed ~~litigation~~substantial ~~could~~doubt ~~have~~about aour ~~material~~ability ~~adverse~~to ~~effect~~continue onas ~~the~~a ~~Company’s~~going ~~business~~concern.

~~From time~~Our tofinancial ~~time,~~statements ~~Esports~~as ~~may be subject to litigation claims through the ordinary course~~ of ~~its~~December ~~business operations regarding~~31, ~~but not limited to~~2024, ~~employment~~include ~~matters,~~a ~~security~~going-concern ofqualification ~~consumer~~due ~~and~~to ~~employee~~recurring ~~personal information~~losses, ~~contractual~~limited ~~relations with suppliers~~cash, ~~marketing~~ and ~~infringement of~~capital ~~trademarks and other intellectual property rights~~needs. ~~Litigation~~Without tosuccessful ~~defend~~fundraising ~~Esports against claims by third parties,~~ or torevenue enforce any rights that Esports may have against third parties, may be necessary, which could result in substantial costs and diversion of Esports’ resources, causing a material adverse effect on its business, financial condition and results of operations. Aside from ~~the~~acquisitions ~~lawsuit~~ and ~~other~~ ~~matters referenced herein under the heading “Legal Proceedings” (which includes certain allegations made by our former Chief Technology Officer)~~operations, ~~the~~we ~~Company is not aware of any current material legal proceedings outstanding, threatened or pending as of the date hereof by or against the Company, given the nature of its business, it is, and~~ may ~~from~~be ~~time~~unable to ~~time~~meet inour ~~the future be~~obligations, ~~party to~~potentially ~~various,~~resulting ~~and at times numerous, legal, administrative and regulatory inquiries, investigations, proceedings and claims that arise~~ in ~~the~~bankruptcy ~~ordinary course of business. Because the outcome of litigation is inherently uncertain, if one~~ or more of such legal matters were to be resolved against the Company for amounts in excess of management’s expectations, the Company’s results of operations and financial condition could be materially adversely affectedliquidation.

~~The Company~~11 ~~relies~~Table on its internal marketing and branding function, and intends to rely on relationship with ambassadors, distributors, service providers and channel partners to promote its products and generate revenue, and the failure to maintain and develop these relationships could adversely affect the business and financial condition of ~~the Company.~~Contents

~~The Company~~(d) isOur ~~dependent~~results ~~upon~~may ~~its~~fluctuate ~~internal~~significantly ~~marketing~~ and branding function as well as its ability to establish and develop new relationships and to build relationships with distributors and service providers on which it will rely to promote its current and future products, including online gaming services and live events such as potentially creating and hosting live esports tournaments. The Company cannot provide assurance that it will be ~~successful~~difficult in maintaining or advancing such internal function or relationship. In addition, the Company cannot provide assurance that its future distributors and service providers will act in a manner that will promote the success of the Company’s products and services. Failure by its internal marketing and branding function or channel partners to promote and support the Company’s products and services or failure by the Company to establish and develop relationships with ambassadors, distributors and service providers, could adversely affect the Company’s business, results of operations and financial conditionpredict. Even if the Company is successful in maintaining or advancing such internal function or establishing and developing relationships with distributors or service providers, there is no guarantee that this will result in a growth in revenue.

~~Moreover, if~~Quarterly ~~some of the Company’s competitors offer their products~~ and ~~services~~annual toresults ~~distributors~~may onvary ~~more~~with ~~favorable~~acquisition ~~terms~~timing, orevent ~~have~~seasonality ~~more~~at ~~products or~~Oshkosh ~~services~~Arena, ~~available~~GTV toadvertising ~~meet their needs~~cycles, ~~there~~and ~~may~~conditions bein ~~pressure~~other onindustries. ~~the~~In ~~Company~~2024, towe ~~reduce~~generated ~~the~~$10,705 ~~price~~ of ~~its~~revenue ~~products~~and ~~or services~~$417,298 ~~failing which~~in ~~the~~expenses, ~~Company’s~~resulting ~~distributors~~in ~~and~~a ~~service~~loss. ~~providers~~Unexpected ~~may~~costs, ~~stop~~such ~~carrying~~as ~~its~~integration ~~products~~expenses orfor ~~services~~TGS, orcould ~~de-emphasize~~further ~~the~~pressure ~~sale of its products and services in favor of the products and services of competitors~~results.

~~Regulations that~~(iv) ~~may~~Risks beRelated ~~adopted with respect~~ to ~~the~~Our ~~internet~~Common ~~and~~Stock ~~electronic commerce may decrease the growth in the use of the internet~~ and ~~lead to~~This ~~the decrease in the demand for Esports’ products and services.~~Offering

~~In addition~~(a) toThere ~~regulations~~is ~~pertaining~~no toestablished ~~the~~public ~~gaming~~market ~~industry~~for inour ~~general~~common ~~and specifically to online gaming~~stock, ~~the Company may become subject to any number of laws~~ and ~~regulations~~liquidity ~~that~~ may be ~~adopted~~limited ~~with respect to the internet~~ and ~~electronic commerce~~volatile. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted. As well, current laws, which predate or are incompatible with the internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the context of the internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the internet. The adoption of new laws or regulations relating to the internet, or particular applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease the demand for Esports’ products and services, increase Esports’ cost of doing business or could otherwise have a material adverse effect on Esports’ business, revenues, operating results and financial condition.

~~Risks Related~~Our tocommon ~~Intellectual~~stock ~~Property~~is not currently listed, and ~~Technology~~there is no active market. Any future market may be illiquid and volatile, affected by our operating performance, acquisition progress, and market conditions, which could impair investors’ ability to sell shares.

~~Esports’ intellectual~~(b) ~~property~~This ~~may~~offering beand ~~insufficient~~future toissuances ~~properly~~will ~~safeguard~~dilute ~~its~~existing ~~technology and brands~~stockholders.

~~The Company~~We ~~may~~are ~~apply~~offering ~~for patent protection in the United States~~5,000,000 ~~Canada~~shares, ~~Europe~~which ~~and~~would ~~other~~increase ~~countries~~outstanding ~~relating~~shares to ~~certain existing and proposed processes~~22,843,667 ~~designs~~(or ~~and~~more ~~methods~~if ~~and~~the ~~other~~overallotment ~~product~~is ~~innovations~~exercised). ~~Patent~~Additional ~~applications~~dilution ~~can,~~may ~~however,~~result ~~take~~from ~~many~~conversions ~~years to issue and the Company can provide no assurance that any~~ of ~~these~~preferred ~~patents~~stock ~~will~~(authorized be5,000,000 ~~issued~~shares; at450,000 ~~all.~~outstanding Ifacross ~~the~~Classes ~~Company~~B, isC, ~~denied~~D, ~~any~~and orE ~~all~~as of ~~these~~September ~~patents~~9, it2025), ~~may not~~exercises ~~be able to successfully prevent its competitors from imitating its solutions or using some or all~~ of ~~the~~warrants ~~processes~~(millions ~~that are the subject~~ of ~~such~~shares ~~patent~~at ~~applications~~$0. ~~Such imitation may lead to increased competition within the finite market for the Company’s solutions~~50–$0. ~~Even if pending patents are issued to the Company~~75), ~~its~~or ~~intellectual~~future ~~property rights may not be sufficiently comprehensive to prevent its competitors from developing similar competitive products and technologies~~financings. ~~The~~Super-voting ~~Company’s~~preferred ~~success~~stock ~~may~~totaling also depend on its ability to obtain trademark protection for the names or symbols under which it markets its products and to obtain copyright protection and patent protection of its proprietary technologies22, ~~intellectual property and other game innovations and if the granted patents are challenged~~000, ~~protection~~000 ~~may be lost. The Company may not be able to build and maintain goodwill in its trademarks or obtain trademark or patent protection~~shares, ~~and~~ ~~there~~held ~~can~~mainly beby ~~no assurance that any trademark~~affiliates, ~~copyright~~further orconcentrates ~~issued~~control ~~patent~~and ~~will~~may ~~provide~~exacerbate ~~competitive~~dilution ~~advantages~~effects ~~for~~upon ~~Esports or that Esports’ intellectual property will not be successfully challenged or circumvented by competitors~~conversion.

11(c) Outstanding preferred stock and warrants could materially dilute common stockholders.

~~The Company~~As ~~may~~of beSeptember ~~subject~~9, to2025, ~~claims~~450,000 preferred shares were outstanding: Class B (150,000, $150,000 investment, convertible at 70% of ~~intellectual~~the ~~property~~next ~~infringement~~qualified oroffering ~~invalidity~~price), Class C (150,000, convertible into 0.005% of common per share), Class D (50,000, 2% of common per share), and ~~adverse~~Class ~~outcomes~~E (100,000, 1% of ~~litigation~~common per share). Depending on the outstanding common at conversion, these could ~~unfavorably affect~~represent ~~its~~a ~~operating~~substantial ~~results~~number of additional shares. In addition, affiliates hold 22 million super-voting preferred shares, and we have warrants covering millions of shares (including 2024 issuances) exercisable at $0.50–$0.75. Conversions or exercises could dilute ownership and pressure our stock price.

~~Monitoring infringement~~(d) ~~and~~Management ~~misappropriation of intellectual property can be difficult~~ and ~~expensive,~~affiliates ~~and~~exercise the Company may not be able to detect infringement or misappropriation of its proprietary rights. Although the Company intends to aggressively pursue anyone who is reasonably believed to be infringing upon its intellectual property rights and who poses a significant ~~commercial~~control ~~risk to the business, to protect~~ and ~~enforce~~can ~~its~~influence ~~intellectual~~key ~~property rights, initiating and maintaining suits against such third parties will require substantial financial resources~~decisions. The Company may not have the financial resources to bring such suits, and, if it does bring such suits, it may not prevail. Regardless of the Company’s success in any such actions, the expenses and management distraction involved may have a material adverse effect on its financial position.

~~The failure~~Kinney toL. ~~enforce~~McGraw and ~~maintain~~affiliates ~~our~~hold ~~intellectual~~significant ~~property~~equity ~~rights~~and ~~could~~super-voting ~~enable~~preferred, ~~others~~representing toapproximately ~~use~~60% ~~trademarks~~of ~~used~~voting bypower ~~our~~via ~~business~~super-voting ~~which~~preferred. ~~could adversely~~This ~~affect~~concentration can influence or determine outcomes on director elections, financings, and strategic transactions, potentially conflicting with the ~~value~~interests of ~~the~~other ~~Company~~stockholders or deterring a change in control.

~~The success~~(e) ofFuture ~~our~~sales ~~business depends on our continued ability to use our existing tradenames in order to increase our brand awareness. As~~ of ~~the date hereof, we do not have any federally registered trademarks owned by us, but we plan to pursue registered trademarks for~~ our ~~business~~ ~~names.~~common ~~The~~stock ~~unauthorized use or other misappropriation of any of the foregoing trademarks or tradenames~~ could ~~diminish~~depress the ~~value of~~trading ~~our business which would have a material adverse effect on our financial condition and results of operation~~price.

~~Service interruptions~~Sales of ~~internet~~substantial ~~service~~amounts ~~providers~~of common stock, including shares issuable upon conversion of preferred stock or exercise of warrants, could ~~impair~~increase ~~the~~supply ~~Company’s~~and ~~ability~~reduce toour ~~carry~~stock onprice. ~~its~~With ~~business~~17,843,667 common shares outstanding as of September 9, 2025, additional issuances for acquisitions or compensation could further dilute ownership.

~~Most of~~12 ~~the~~Table Company’s customers will rely on internet service providers to allow the Company’s customers and servers to communicate with each other. If internet service providers experience service interruptions, communications over the internet may be interrupted and impair the Company’s ability to carry on business. In addition, the Company’s ability to process e-commerce transactions depends on bank processing and credit card systems. In order to prepare for system problems, the Company intends to continuously seek to strengthen and enhance its planned facilities and the capability of its system infrastructure and support. Nevertheless, any system failure as a result of reliance on third parties, including network, software or hardware failure, which causes a delay or interruption in the Company’s online services and products and e-commerce services, could have a material adverse effect on the Company’s business, revenues, operating results and financial condition.Contents

~~Systems, network~~(v) orOther ~~telecommunications failures or cyber-attacks may disrupt the Company’s business and have an adverse effect on our results of operations.~~Risks

Any disruption in the Company’s network or telecommunications services could affect the Company’s ability to operate its games and online offerings, which would result in reduced revenues and customer down time. The Company’s network and databases of business or customer information, including intellectual property, trade secrets, and other proprietary business information and those of third parties we use, will be susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, hackers, network penetration, data privacy or security breaches, denial of service attacks and similar events, including inadvertent dissemination of information due to increased use of social media. Despite implementation of network security measures and data protection safeguards by us, including (a) ~~disaster~~We ~~recovery~~face ~~strategy~~regulatory ~~for back-office systems, the Company’s servers~~ and ~~computer~~compliance ~~resources~~obligations ~~will~~that be vulnerable to viruses, malicious software, hacking, break-ins or theft, third-party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized access to or tampering with the Company’s computer systems, or those of third parties we use, in any such event could ~~result~~increase incosts ~~a wide range of negative outcomes, including devaluation of the Company’s intellectual property goodwill and/~~or ~~brand~~limit appeal, increased expenditures on data security, and costly litigation, and can have a material adverse effect on the Company’s business, revenues, reputation, operating results and financial conditionoperations.

~~Malfunctions of~~Acquisitions ~~third-party~~such ~~communications~~as ~~infrastructure~~Oshkosh Arena and TGS Esports may require local zoning, ~~hardware~~environmental, or gaming approvals. GTV must comply with privacy and ~~software~~data ~~expose~~laws ~~Esports~~(e.g., toCCPA, aGDPR). ~~variety~~Potential ofactivities ~~risks~~in ~~Esports~~energy ~~cannot~~and ~~control~~real estate may trigger additional SEC, EPA, or local regulatory requirements. Non-compliance could lead to fines, delays, or operational restrictions.

~~Our business~~(b) ~~will~~We ~~depend~~face ~~upon~~intellectual-property ~~the~~risks ~~capacity, reliability~~ and ~~security~~may ~~of the infrastructure owned by third parties over which our offerings would~~ be deployed. Esports has no control over the operation, quality or maintenance of a significant portion of that infrastructure or whether or not those third parties will upgrade or improve their equipment. Esports depends on these companies to maintain the operational integrity of our connections. If one or more of these companies is unable ~~or unwilling~~ to ~~supply~~protect ~~or expand~~ our ~~levels of service in the future, our operations could be adversely impacted. Also, to the extent the number of users of networks utilizing our future products and services suddenly increases, the~~ technology ~~platform and secure hosting services which will be required to accommodate a higher volume of traffic may result in slower response times or service interruptions~~. System interruptions or increases in response time could result in a loss of potential or existing users and, if sustained or repeated, could reduce the appeal of the networks to users. In addition, users depend on real-time communications; outages caused by increased traffic could result in delays and system failures. These types of occurrences could cause users to perceive that our products and services do not function properly and could therefore adversely affect our ability to attract and retain licensees, strategic partners and customers.

12Our GTV platform relies on proprietary methods, which may lead to accusations of infringing third-party IP. We have no significant patents, which increases vulnerability. In live events, disputes over designs or production elements may arise. IP claims can be costly and disruptive.

~~Risks Related~~(c) toCybersecurity ~~Our~~incidents ~~Common~~or ~~Stock~~data breaches could disrupt operations and expose us to liability.

~~Our officers,~~Targeted ~~directors~~advertising relies on data, and 5%ticketing ~~stockholders~~or other systems may ~~exert~~be ~~significant~~vulnerable. ~~influence~~Breaches ~~over~~or outages, at us or our ~~affairs~~vendors, ~~including~~could ~~the~~interrupt ~~outcome~~ad ofdelivery ~~matters~~or ~~requiring stockholder~~events, ~~approval~~trigger regulatory exposure (including GDPR/CCPA), and damage our reputation.

As of the date of this prospectus, our officers, directors 5% stockholders collectively have an approximately 82.9% beneficial ownership of our company. As a result, when acting together, such individuals will have a controlling influence over the election of our directors and in determining the outcome of any corporate action, including corporate actions requiring stockholder approval, such as: (id) aInflation ~~merger or a sale of our company, (ii) a sale of all or substantially all of our assets,~~ and ~~(iii)~~interest-rate ~~amendments~~increases tomay ~~our~~raise ~~articles~~costs ~~of incorporation~~ and ~~bylaws.~~reduce This concentration of voting power and influence could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individualsmargins. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company.

~~We currently~~Higher dointerest ~~not~~rates ~~intend~~may toincrease ~~pay~~borrowing ~~dividends~~costs on our ~~common~~$393,500 ~~stock.~~promissory Asnotes aand ~~result~~$174,945 ~~your~~of ~~only~~accrued ~~opportunity~~interest to(as ~~achieve~~of aDecember ~~return~~31, on2024). ~~your~~Inflation ~~investment is~~may ifelevate ~~the~~labor, ~~price~~equipment, ofand ~~our~~event ~~common~~costs, ~~stock~~reducing ~~appreciates~~profitability.

(e) We ~~currently~~ doare ~~not~~exposed ~~expect~~ to ~~declare~~litigation or pay dividends on our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and ~~you~~insurance ~~sell your shares at a profit~~limitations.

~~You~~ As a development-stage company pursuing diversified acquisitions, we may ~~experience~~face ~~dilution~~contract, ofemployment, ~~your~~IP, ~~ownership~~or ~~interest~~acquisition-related ~~due~~claims. toInsurance ~~the~~coverage ~~future~~may ~~issuance~~be oflimited ~~additional~~or ~~shares~~disputed, ofand ~~our~~defense ~~common~~costs ~~stock~~could be significant, diverting management attention.

~~We are~~3) inRatio ~~a capital intensive business and we do not have sufficient funds to finance the growth~~ of ~~our~~Earnings ~~business or~~ to ~~support~~Fixed our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. Additionally, the Board may subsequently approve increases in authorized common stock. The potential issuance of such additional shares of common or preferred stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.Charges

If and when a larger trading market for our securities develops, the market price of such securities is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your securities at or above the price at which you acquired them.

Period	Earnings			Fixed Charges		Ratio
Year ended Dec. 31, 2024	$	(373,373	)	$	33,220		—
Year ended Dec. 31, 2023	$	(267,924	)	$	33,220		—
Year ended Dec. 31, 2022	$	(892,187	)	$	32,973		—
Nine months ended Sep. 30, 2024	$	(249,161	)	$	24,915		—
Nine months ended Sep. 30, 2023	$	(189,841	)	$	24,915		—

~~The stock~~(1) ~~market~~Earnings inconsist ~~general and the market for smaller esports companies in particular have experienced extreme volatility that has often been unrelated to the operating performance~~ of ~~particular~~pretax ~~companies.~~loss ~~The~~from ~~market~~continuing ~~price~~operations ~~for~~plus ~~our~~fixed ~~securities~~charges ~~may~~(no betax ~~influenced by many factors that are beyond our control~~provision, ~~including,~~as ~~but~~losses ~~not limited to:~~incurred).

•(2) ~~variations~~Fixed incharges ~~our~~are ~~revenue~~interest ~~and~~expense ~~operating~~on ~~expenses;~~notes payable (no other fixed charges per financials).

•(3) ~~market~~Ratio ~~conditions~~not inprovided ~~our~~where ~~industry~~coverage ~~and~~<1:1 ~~the~~due ~~economy~~to aslosses. aDeficiency ~~whole;~~(additional earnings needed for 1:1 ratio):

•· ~~actual~~2024: or$406,593 ~~expected~~· ~~changes~~2023: in$301,144 ~~our~~· ~~growth~~2022: ~~rates~~$925,160 or· ~~our~~Nine ~~competitors’~~months ~~growth~~2024: ~~rates;~~$274,076 · Nine months 2023: $214,756

•13 ~~developments~~Table inof ~~the financial markets and worldwide or regional economies;~~Contents

•Item ~~variations~~4 in- ~~our~~Use ~~financial~~Of ~~results or those of companies that are perceived to be similar to us;~~Proceeds

•We ~~announcements~~currently byintend to use the ~~government~~net ~~relating~~proceeds from this offering to ~~regulations~~(i) ~~that~~fund ~~govern~~the acquisition and near-term development of the Oshkosh Arena including required deposits, closing costs, and initial capital improvements and equipment, (ii) invest in GTV to expand our ~~industry;~~connected-TV and social media advertising platform (product development, data/measurement, and go-to-market), (iii) pursue the acquisition of TGS Esports Inc (TGS), and (iv) for working capital and general corporate purposes (including personnel, public company costs, and other operating expenses).

•We ~~sales~~may also use a portion of ~~our~~the ~~common~~net ~~stock~~proceeds to evaluate and, where appropriate, acquire complementary businesses or ~~other~~assets; ~~securities~~however, bywe ushave no binding agreements or incommitments ~~the~~for ~~open~~any ~~market;~~such additional acquisitions at this time.

•Insufficiency ~~changes~~and incontingencies. The net proceeds from this offering, together with our existing cash, may not be sufficient to complete every initiative described above at the ~~market~~scale ~~valuations~~or timing currently contemplated. If proceeds are insufficient or if expected cash inflows are delayed, we may (a) prioritize uses of funds among the Oshkosh Arena transaction, GTV investment, and the TGS acquisition; (b) defer, reduce, or phase capital projects (including specific arena improvements, production equipment purchases, and hiring plans); (c) seek additional financing, which could include debt, equity, or other ~~comparable~~securities ~~companies~~and may be dilutive or include restrictive covenants; or (d) terminate or renegotiate one or more contemplated transactions if acceptable terms cannot be achieved.

•Each ~~general~~acquisition ~~economic~~remains subject to due diligence, ~~industry~~final documentation, third-party consents, and, ~~market~~where ~~conditions~~applicable, board approval; ~~and~~there can be no assurance that any acquisition will close on the currently anticipated terms or timeline. If an identified acquisition does not close, we expect to reallocate the related portion of the net proceeds to the other uses described above or to general corporate purposes, including working capital, unless otherwise required by law or agreement.

•Item ~~the~~5 ~~other~~- ~~factors~~The ~~described in this “Risk Factors” section.~~Offering

13This prospectus covers our proposed offering of up to 5,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”). We currently anticipate an offering price of $5.00 per share, which would result in aggregate gross proceeds of up to $25,000,000, before deducting estimated offering expenses and any selling commissions or placement fees payable by us.

~~The trading~~We ~~price~~intend ofto ~~our~~sell the shares ~~might~~from ~~also~~time ~~decline~~to time in ~~reaction~~an to“at-the-market” ~~events~~offering ~~that~~program, ~~affect~~and ~~other~~we ~~companies~~may inalso ~~our~~affect ~~industry,~~sales ~~even~~in ifprivately ~~these~~negotiated ~~events do~~transactions ~~not~~or ~~directly~~through ~~affect~~other ~~us.~~methods ~~Each~~permitted ofby ~~these~~law. ~~factors,~~We ~~among~~have ~~others,~~not ~~could~~engaged ~~harm~~an ~~the~~underwriter ~~value~~for ofthis ~~your~~equity ~~investment~~raise inand ~~our~~do ~~securities.~~not Inpresently ~~the~~intend ~~past, following~~to ~~periods~~use ofone. ~~volatility~~We inwill determine the ~~market,~~number ~~securities~~of ~~class-action~~shares ~~litigation~~sold ~~has~~and ~~often~~the ~~been~~price ~~instituted~~per ~~against~~share ~~companies.~~based ~~Such~~on ~~litigation, if~~market ~~instituted~~conditions ~~against~~at ~~us,~~the ~~could~~time ~~result~~of insale. ~~substantial~~We ~~costs~~will ~~and~~not ~~diversion~~receive ofany ~~management’s~~proceeds ~~attention~~from ~~and~~the ~~resources,~~sale ~~which~~of ~~could materially~~shares ~~and~~by ~~adversely~~any ~~affect~~selling ~~our business~~stockholders, ~~operating~~if ~~results and financial condition~~any.

~~Efforts to~~This ~~comply~~prospectus ~~with~~also registers the ~~applicable~~resale ~~provisions~~by ofcertain ~~Section~~selling ~~404~~stockholders named herein of ~~the~~up ~~Sarbanes-Oxley~~to ~~Act~~5,000,000 ~~will~~shares ~~involve~~of ~~significant~~Common ~~expenditures,~~Stock ~~and~~that ~~non-compliance with~~may ~~Section~~be ~~404~~issued upon the conversion of preferred stock or the ~~Sarbanes-Oxley~~exercise ~~Act~~of ~~may~~warrants, ~~adversely~~as ~~affect~~described usunder ~~and~~“Selling ~~the~~Stockholders” ~~market~~and ~~price~~“Description of ~~our~~Capital ~~common stock~~Stock.”

~~Under current~~An ~~SEC~~investment rules, we have been required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, and related rules and regulations of the SEC. We will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our ~~internal~~Common ~~control~~Stock ~~over~~involves ~~financial reporting. This process may result in a diversion of management’s time and attention and may involve~~ significant ~~expenditures~~risks. We ~~have~~You ~~not~~should ~~maintained~~carefully ~~internal~~read ~~control~~and ~~over~~consider ~~financial reporting in a manner that meets~~ the ~~standards~~information ofset ~~publicly~~forth ~~traded~~under ~~companies~~“Risk ~~required by~~Factors” ~~Section~~beginning ~~404~~on ofpage the Sarbanes-Oxley Act of 2002. The rules governing the standards that must be met for our evaluation management to assess our internal control over financial reporting are complex and require significant documentation12, ~~testing~~together ~~and~~with ~~possible remediation. We expect to begin~~ the ~~process~~other ofinformation ~~reviewing,~~contained ~~documenting,~~in ~~and testing our internal control over financial reporting after completion of~~ this offering. We might encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reportingprospectus, ~~investors~~before ~~could~~making ~~lose~~an ~~confidence~~investment ~~in our financial information and the price of our common stock could decline~~decision.

~~CAUTIONARY NOTE~~14 ~~REGARDING~~Table ~~FORWARD-LOOKING~~of ~~STATEMENTS~~Contents

This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.

Common Stock offered by us	5,000,000 shares
Common Stock to be outstanding after this offering	22,843,667 shares
Use of proceeds	We intend to use the net proceeds from this offering for the acquisition and development of the OshKosh Arena, investment in GTV to expand our connected TV and social media advertising platform, acquisition of TGS Esports Inc., working capital, and general corporate purposes. We may also use a portion of the net proceeds to acquire complementary businesses or assets. However, we currently have no agreements or commitments regarding any such acquisitions. See “Use of Proceeds.”
Risk Factors	See “Risk Factors” beginning on page 12 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

~~Examples of~~The ~~forward-looking~~number ~~statements~~of inshares ~~this~~of ~~prospectus include, but are not limited to,~~ our ~~expectations~~common ~~regarding~~stock ~~our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating~~ to ~~the~~be ~~forward-looking~~outstanding ~~statements~~after ~~include,~~this ~~among~~offering ~~others,~~is ~~assumptions~~based ~~regarding~~on ~~demand for our products~~17, ~~the cost~~843,667 ~~terms~~shares ~~and availability~~ of ~~components,~~our ~~pricing~~common ~~levels,~~stock ~~the~~outstanding ~~timing~~as ~~and cost~~ of ~~capital~~September ~~expenditures~~9, ~~competitive conditions and general economic conditions. These statements are based on our management’s expectations~~2025, ~~beliefs~~ and ~~assumptions~~excludes: concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

~~Important factors~~· ~~that~~shares ~~could~~of ~~cause~~our ~~actual~~common ~~results~~stock toare ~~differ~~issuable ~~materially~~upon ~~from~~conversion ~~the~~of ~~results~~our outstanding preferred stock; · shares of our common stock are issuable upon exercise of outstanding warrants; and ~~events~~· ~~anticipated~~shares orof ~~implied~~our bycommon ~~such~~stock ~~forward-looking statements~~reserved ~~include,~~for ~~but~~future ~~are~~issuance ~~not~~under ~~limited~~our ~~to:~~equity incentive plans.

•Except ~~changes~~as otherwise indicated, all information in ~~the~~this ~~market~~prospectus ~~acceptance~~assumes no exercise by the underwriters of ~~our~~their ~~products;~~overallotment option.

•Item ~~increased~~6 ~~levels~~– ~~of competition;~~Dilution

•(a) ~~changes~~The innet ~~political~~tangible book value per share before the distribution is approximately $0.05, ~~economic~~and orafter ~~regulatory~~the ~~conditions~~distribution ~~generally~~will be approximately $1.14 (assuming gross proceeds of $25,000,000 from the sale of 5,000,000 shares at $5.00 per share, with no offering expenses deducted, based on the Company’s balance sheet as of December 31, 2024, and inoutstanding shares per the ~~markets~~capitalization intable ~~which~~as weof ~~operate;~~September 9, 2025).

•(b) ~~our~~The ~~relationships~~amount ~~with~~of ~~our~~the ~~key~~increase ~~customers;~~in such net tangible book value per share attributable to the cash payments made by purchasers of the shares being offered is approximately $1.08.

•(c) ~~our~~The ~~ability~~amount toof ~~retain~~the ~~and~~immediate ~~attract~~dilution ~~senior~~from ~~management~~the ~~and~~public ~~other~~offering ~~key~~price ~~employees;~~that such purchasers will absorb is approximately $3.86 per share, or 77%.

•Item ~~our~~7 ~~ability~~– toSelling ~~quickly~~Security ~~and effectively respond to new technological developments;~~Holders

•This ~~our~~section ~~ability~~does tonot ~~protect~~apply to our ~~trade~~offer ~~secrets~~of ~~or other proprietary rights~~5,000,000 ~~operate~~Common ~~without~~Stock ~~infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and~~shares.

•Item ~~other~~8 ~~risks,~~– ~~including~~Plan ~~those described in the “Risk Factors” discussion~~ of ~~this prospectus.~~Distribution

14(a) No Underwriting Obligations

We ~~operate~~ inare ~~a very competitive and rapidly changing environment. New risks emerge from time to time. It is~~ not ~~possible~~engaging ~~for~~an usunderwriter to ~~predict all~~participate ofin ~~those risks, nor can we assess the impact of all of those risks on our business~~ or ~~the~~manage ~~extent~~this ~~to which any factor may cause actual results to differ materially from those contained in any forward-looking statement~~offer. ~~The~~As ~~forward-looking~~a ~~statements in this prospectus are based on assumptions management believes are reasonable. However~~result, ~~due~~there towill ~~the~~be ~~uncertainties~~no ~~associated~~underwriting ~~with forward-looking statements~~agreement, ~~you~~ ~~should~~no ~~not~~underwriting ~~place~~discounts ~~undue~~or ~~reliance~~commissions onpayable ~~any~~by ~~forward-looking~~us ~~statements.~~in ~~Further,~~connection ~~forward-looking~~with ~~statements speak only as of~~ the ~~date they~~base ~~are made~~offering, and ~~unless~~no ~~required~~price-stabilization ~~by law, we expressly disclaim any obligation~~ or ~~undertaking~~market-making toactivities ~~publicly~~typically ~~update~~undertaken ~~any~~by ofan ~~them in light of new information, future events, or otherwise~~underwriter.

~~USE OF~~15 ~~PROCEEDS~~Table of Contents

~~We are~~Because ~~not~~there ~~selling~~is ~~any~~no ~~securities~~underwriter, ~~under~~investors ~~this~~should ~~prospectus.~~consider that:

~~DETERMINATION OF~~· ~~OFFERING~~There ~~PRICE~~will be no firm commitment to purchasing any shares, and we may sell fewer than all of the shares offered. · No stabilization of the market price of our common stock will be undertaken on our behalf, which may result in greater price volatility and reduced liquidity after the offering. · Sales may be made directly by our officers, directors, and employees, who will not receive any selling commissions or compensation for such sales beyond their regular compensation. Any participation by a broker-dealer will be disclosed and will comply with Regulation M and other applicable securities laws. · Where required, investor funds may be held in escrow in accordance with Exchange Act Rule 15c2-4 (e.g., in a minimum-maximum or contingency structure) until the applicable conditions are satisfied or the offering is terminated, in which case subscriptions will be promptly returned without interest and without deduction. · The offering may be terminated, extended, or modified by us at any time, and we reserve the right to reject any subscription in whole or in part.

~~There is~~(b) Decision noto ~~public~~take ~~market~~on ~~for~~an ~~our common stock. The offering price of $4.00 for the shares of Common Stock is estimated.~~Underwriter(s)

~~SELLING SECURITY~~Any ~~HOLDERS~~underwriter, dealer, or agent engaged in the offering and sale of our common stock will be identified in the applicable prospectus supplement, which will also describe the material terms of the offering and the compensation payable to such parties. Underwriters may offer and sell the common stock at a fixed price or prices, through bids and offers or otherwise, as agreed with us.

Selling Shareholder	Shares of Common Stock Beneficially Owned Prior to the Offering (A)		Shares of Common Stock to be Sold in this Offering and Registered Hereby		Shares of Common Stock Beneficially Owned Upon Completion of the Offering		Percentage of Common Stock Beneficially Owned Upon Completion of the Offering
One Eyed Jack Enterprises LLC (1)		2,000,000		1,000,000		1,000,000		4.3	%
SBX LLC (2)		2,000,000		1,000,000		1,000,000		4.3	%
Esports Associates Corp. (3)		2,000,000		1,000,000		1,000,000		4.3	%
GG Consultants LLC(4)		2,000,000		1,000,000		1,000,000		4.3	%
Game Pros US Corp. (5)		2,000,000		1,000,000		1,000,000		4.3	%
David and Vonya Currey		1,170,000		535,000		535,000		2.3	%
John Keefe		1,053,073		526,537		526,536		2.3	%
Brian Williams		1,000,000		500,000		500,000		2.2	%
Joe Keefe		661,000		500,000		161,000		0.7	%
Champion Fence, Inc. (6)		250,000		250,000		0		0	%
Northwest Cedar Inc.(7)		250,000		250,000		0		0	%
Mike Keefe		180,000		180,000		0		0	%
Speek Properties (8)		140,000		140,000		0		0	%
Nathan Giffin		154,071		154,071		0		0	%
Chris Shefts		116,667		116,667		0		0	%
Frank Speek		102,501		102,501		0		0	%
Michael Speek		102,501		102,501		0		0	%
Glenn Preslier		100,000		100,000		0		0	%
Sal Guerrera		100,000		100,000		0		0	%
Ryan Vath		100,000		100,000		0		0	%
		8,657,277		8,657,277		0		0	%

Underwriting arrangements and compensation. Underwriters may receive compensation from us in the form of discounts or commissions. Underwriters may also receive compensation from purchasers of the common stock for whom they may act as agents. Underwriters may sell the common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of the common stock who receive any discounts or commissions from us and any profit on the resale of the common stock may be deemed to be underwriting discounts and commissions under the Securities Act. We will indicate the estimated amount of compensation in the prospectus supplement.

~~(1) Hilary~~Unless ~~Marx~~stated ~~has~~otherwise ~~voting~~for ~~and~~a ~~dispositive~~particular ~~power~~offering, ~~over~~agents, underwriters, or dealers will be entitled to approximately 3% of the ~~shares~~gross offering proceeds. In addition, to the extent the FINRA rules apply, the aggregate compensation or discount paid to any FINRA member or independent broker-dealer will not exceed 8% of ~~One~~the ~~Eyed~~total ~~Jack~~offering ~~Enterprises~~price ~~LLC~~of the securities sold under this prospectus and any related prospectus supplement.

~~(2) Nathan~~Item ~~Giffin~~9 ~~has~~- ~~voting~~Description ~~and~~of ~~dispositive~~Securities ~~power~~to ~~over~~be ~~the shares of SBX LLC.~~Registered

(3a) ~~Chris~~ ~~Shefts~~Description ~~has~~Of ~~voting~~Existing ~~and~~Capital ~~dispositive power over the shares of Esports Associates Corp.~~Stock

~~(4) John~~Our ~~Keefe~~authorized ~~has~~capital ~~voting~~stock consists of 100,000,000 shares of common stock, par value $0.00001 per share, and ~~dispositive~~5,000,000 ~~power~~shares ~~over~~of ~~the~~preferred stock, par value $0.0001 per share. As of September 9, 2025, there were 17,843,667 shares of GGour ~~Consultants~~common ~~LLC~~stock issued and outstanding, held by approximately 350 stockholders of record, and 450,000 shares of our preferred stock issued and outstanding across various classes, plus 22,000,000 shares of super voting preferred stock.

(51) ~~Chris~~ ~~Shefts~~Common ~~has voting and dispositive power over the shares of Game Pros US Corp.~~Stock

~~(6) Joe~~Holders ~~Keefe~~of ~~has~~our ~~voting~~common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and ~~dispositive~~do ~~power~~not ~~over~~have cumulative voting rights. Subject to preferences that may apply to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds. In the ~~shares~~event of ~~Champion~~our ~~Fence~~liquidation, ~~Inc~~dissolution, or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of any liquidation preferences that may apply to any then-outstanding preferred stock.

~~(7) John~~16 ~~Keefe~~Table ~~has voting and dispositive power over the shares~~ of ~~Northwest Cedar Inc.~~Contents

~~(8) Michael~~Holders ~~Speek~~of ~~has~~our ~~voting~~common stock have no preemptive, conversion or subscription rights, and ~~dispositive~~there ~~power~~is ~~over~~no redemption or sinking fund provision applicable to the common stock. All outstanding shares of ~~Speek~~common ~~Properties~~stock are, and the shares to be issued pursuant to this offer will be fully paid and non-assessable. The rights, preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that we may designate and issue in the future.

15(i) Dividend Rights: Holders of common stock are entitled to receive dividends when and as declared by the Board of Directors out of legally available funds, subject to the prior rights of holders of preferred stock. The Company has not declared or paid any dividends on common stock to date and does not anticipate doing so in the foreseeable future. Preferred stock dividends, if any, are determined by the Board upon issuance of a series; no series currently provides for mandatory dividends.

~~PLAN OF~~(ii) ~~DISTRIBUTION~~Terms of Conversion: Common stock has no conversion rights. Preferred stock conversion terms (subject to adjustments for stock splits, dividends, or similar events) are as follows:

~~Each Selling~~· ~~Security~~Class ~~Holder~~B: Convertible into common stock at a price equal to 70% of the ~~securities~~price ~~and~~per ~~any~~share in the next qualified offering (a bona fide sale of ~~their~~preferred ~~pledgees,~~or ~~assignees~~common ~~and~~stock ~~successors-in-interest~~exceeding ~~may~~$4,000,000 ~~from~~in ~~time~~gross toproceeds ~~time,~~that ~~sell any~~sets ora ~~all~~definitive price). · Class C: Each share convertible into common stock equal to 0.005% of ~~their~~the ~~securities~~issued ~~covered~~and ~~hereby~~outstanding oncommon stock as of the ~~principal~~conversion ~~Trading~~date. ~~Market~~· orClass ~~any~~D: ~~other~~Convertible ~~stock~~into ~~exchange,~~common ~~market~~stock orequal ~~trading~~to ~~facility on~~2% ~~which~~of the ~~securities~~issued ~~are~~and ~~traded~~outstanding orcommon instock ~~private~~as ~~transactions~~of the conversion date. ~~These~~· ~~sales~~Class ~~may~~E: beEach atshare ~~fixed~~convertible orinto ~~negotiated~~common ~~prices.~~stock Aequal ~~Selling~~to ~~Security~~1% ~~Holder may~~of ~~use~~the ~~any~~issued ~~one~~and oroutstanding ~~more~~common stock as of the ~~following~~conversion ~~methods~~date. ~~when~~· ~~selling~~Super ~~securities~~Voting Preferred: No specific conversion terms disclosed; assumed none unless specified in the Certificate of Designation.

•Conversion ~~ordinary~~is ~~brokerage~~at ~~transactions~~the ~~and~~holder’s ~~transactions~~option; inthe ~~which~~Company ~~the~~must ~~broker-dealer~~reserve ~~solicits~~sufficient ~~purchasers;~~authorized common stock for conversions.

•(iii) ~~block~~Sinking ~~trades~~Fund inProvisions: ~~which~~There ~~the~~are ~~broker-dealer~~no ~~will~~sinking ~~attempt~~fund toprovisions ~~sell~~for ~~the~~common ~~securities~~stock asor ~~agent~~any ~~but~~series ~~may position and resell a portion~~ of ~~the~~preferred ~~block as principal to facilitate the transaction;~~stock.

•(iv) ~~purchases~~Redemption byProvisions: aThere ~~broker-dealer~~are asno ~~principal~~redemption ~~and~~provisions ~~resale~~for bycommon stock. For preferred stock, the ~~broker-dealer~~Board may establish redemption terms (including sinking fund provisions) for ~~its~~future ~~account;~~series, but none are specified for existing classes (B, C, D, E, or Super Voting).

•(v) anVoting ~~exchange~~Rights: ~~distribution~~Holders inof ~~accordance~~common ~~with~~stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the ~~rules~~election of directors. Holders of preferred stock generally have no voting rights, except as required by Delaware law (e.g., for amendments adversely affecting their rights) or as provided in the ~~applicable~~Certificate ~~exchange;~~of Designation. Super Voting Preferred likely provides enhanced voting rights (e.g., multiple votes per share), enabling control by holders despite limited common stock ownership. No provisions specify a supermajority vote for stockholder actions beyond standard Delaware law requirements (e.g., majority for most matters).

•(vi) ~~privately~~Classification ~~negotiated~~of ~~transactions~~the Board of Directors: The Board of Directors is not classified; all directors are elected annually. Cumulative voting is not permitted or required under the Certificate of Incorporation or Bylaws.

•17 ~~settlement~~Table of ~~short sales;~~Contents

•(vii) inLiquidation ~~transactions~~Rights: ~~through~~Upon ~~broker-dealers~~liquidation, ~~that~~dissolution, ~~agree~~or ~~with~~winding ~~the~~up, ~~Selling~~holders ~~Security~~of ~~Holders~~common stock are entitled to ~~sell~~share aratably ~~specified~~in ~~number~~all remaining assets after payment of ~~such~~liabilities ~~securities~~and atsatisfaction aof ~~stipulated~~preferential ~~price~~rights ~~per~~of ~~security~~preferred stock. Preferred stock may have liquidation preferences set by the Board; for existing classes, no specific preferences are detailed beyond general priority over common stock.

•(viii) ~~through~~Preemption ~~the~~Rights: ~~writing~~There orare ~~settlement~~no ofpreemptive ~~options~~rights orfor ~~other~~common ~~hedging~~stock ~~transactions,~~or ~~whether~~preferred ~~through~~stockholders anto ~~options~~purchase ~~exchange~~additional ~~or otherwise;~~shares.

•(ix) aLiability ~~combination~~for ofFurther ~~any~~Calls ~~such~~or ~~methods~~Assessment: ofCommon ~~sale;~~stock and preferred stock shares, when issued, are fully paid and non-assessable. There are no provisions imposing liability on stockholders for further calls or assessments by the Company. Under Delaware General Corporation Law (e.g., § 325), stockholders may be liable for specific claims (e.g., unpaid wages to employees) up to the amount unpaid on their shares, but as shares are fully paid and the Company has sufficient financial resources, such liability is improbable and immaterial.

•(x) ~~any~~Restriction ~~other~~on ~~method~~Alienability: ~~permitted~~There ~~pursuant~~are no restrictions on the transferability of common stock, except for compliance with securities laws (e.g., shares held by affiliates are subject to ~~applicable~~Rule ~~law~~144 resale restrictions). Pre-offering shares may be subject to lock-up agreements.

~~The Selling~~(xi) ~~Security~~Provision ~~Holders~~Discriminating ~~may~~Against ~~also~~Holders ~~sell~~Owning ~~securities~~Substantial ~~under~~Amounts: ~~Rule~~There ~~144~~are orno ~~any~~provisions ~~other~~in ~~exemption~~the ~~from~~Certificate ~~registration~~of ~~under~~Incorporation, ~~the~~Bylaws, ~~Securities~~or ~~Act~~Certificates of ~~1933,~~ asDesignation ~~amended~~that ~~(the~~discriminate ~~“Securities~~against ~~Act”),~~holders ifbased ~~available,~~on ~~rather~~owning ~~than~~a ~~under~~substantial ~~this~~number ~~prospectus~~of securities.

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders (~~or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser~~2) in ~~amounts~~Rights ~~to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case~~ of anCommon agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440Stockholders.

~~In connection~~Rights ~~with~~may ~~the~~be ~~sale~~modified ofby ~~the~~amendment ~~securities~~to ~~or interests therein,~~ the ~~Selling~~Certificate ~~Security~~of ~~Holders~~Incorporation, ~~may~~requiring ~~enter~~Board ~~into~~approval ~~hedging~~and ~~transactions~~a ~~with broker-dealers~~majority orvote ~~other~~of ~~financial~~outstanding ~~institutions,~~shares ~~which~~(not ~~may~~voting inas ~~turn~~a ~~engage~~class, inunless ~~short~~otherwise ~~sales~~required ofby ~~the~~law). ~~securities~~Rights ~~in the course~~ of ~~hedging~~preferred ~~the positions~~stockholders ~~they assume. The Selling Security Holders~~ may ~~also~~be ~~sell~~modified ~~securities~~by ~~short~~amendment ~~and deliver these securities~~ to ~~close out their short positions, or loan or pledge~~ the ~~securities~~applicable toCertificate ~~broker-dealers~~of ~~that~~Designation, inrequiring ~~turn~~Board ~~may~~action ~~sell~~and, ~~these~~if ~~securities.~~adversely ~~The~~affecting ~~Selling~~the ~~Security~~series, ~~Holders~~consent ~~may also~~of ~~enter~~holders ~~into~~of ~~option~~at orleast ~~other~~a ~~transactions~~majority ~~with~~of ~~broker-dealers or other financial institutions or create one or more derivative securities which require~~ the ~~delivery~~outstanding toshares ~~such broker-dealer or other financial institution~~ of ~~securities~~that ~~offered by this prospectus~~series, ~~which~~voting ~~securities such~~as ~~broker-dealer~~a orclass. ~~other~~No ~~financial~~provisions ~~institution~~allow ~~may~~modification ~~resell~~other ~~pursuant~~than toby ~~this~~a ~~prospectus~~majority ~~(as supplemented~~ or ~~amended~~more ~~to reflect such transaction)~~votes.

~~The Selling~~(3) ~~Security~~No ~~Holders~~preferred ~~and~~stock ~~any~~is ~~broker-dealers~~being ~~or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales~~registered. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

~~The Company~~Existing ispreferred ~~required~~stock toseries ~~pay~~have ~~certain~~no ~~fees~~dividend ~~and~~or ~~expenses~~sinking ~~incurred~~fund byrequirements, ~~the~~so ~~Company~~there ~~incident~~are tono ~~the~~restrictions ~~registration~~on ofrepurchase ~~the~~or ~~securities.~~redemption ~~The~~due ~~Company has agreed~~ to ~~indemnify the Selling Security Holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act~~arrearages.

~~We agreed to keep this prospectus effective until the earlier of~~ (i4) ~~the~~The ~~date~~rights ~~on which the securities may be resold by the Selling Security Holders without registration and without regard to any volume or manner-~~of~~-sale~~ ~~limitations~~Common byStockholders reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

16The rights are materially limited or qualified by preferred stock as follows: preferred stock has potential priority in dividends and liquidation, and conversion rights (for Classes B, C, D, E) that could significantly dilute common stock upon exercise (e.g., Class D converts to 2% of outstanding common). Super Voting Preferred provides enhanced voting rights that dilute common stock voting power, allowing holders (primarily controlled by our CEO) to control stockholder votes. The Board may issue additional series of preferred stock (“blank check” preferred) with superior rights, further limiting common stock (e.g., in dividends, voting, or conversion). No other authorized classes materially limit common stock rights, and no securities are to be retired in connection with this offering.

~~Under applicable~~(5) ~~rules~~The ~~and~~Certificate ~~regulations under the Exchange Act, any person engaged in the distribution~~ of ~~the~~Incorporation resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Security Holders will be subject to applicable provisions of the Exchange Act and ~~the~~Bylaws rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Security Holders or any other person. We will make copies of this prospectus available to the Selling Security Holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

~~We are~~The ~~unable~~Certificate of Incorporation and Bylaws contain no provisions specifically designed to ~~predict~~delay, ~~with~~defer, ~~certainty~~or ~~the~~prevent ~~effect~~a ~~that~~change ~~sales~~in ofcontrol, ~~the~~such ~~shares~~as ofa ~~Common~~staggered ~~Stock~~board, ~~offered~~supermajority voting for mergers, or limitations on stockholder actions by ~~this~~written ~~prospectus~~consent. ~~might~~However, ~~have~~the ~~upon~~authorization ~~our ability~~of undesignated preferred stock (“blank check” preferred) enables the Board to ~~raise~~issue ~~additional~~series ~~capital~~with terms (e.g., ~~Nevertheless~~voting rights, itconversion) that could discourage unsolicited acquisition proposals by diluting voting power or impeding a business combination. Additionally, Super Voting Preferred concentrates control with certain holders, potentially entrenching management. The Company is ~~possible~~subject ~~that~~to ~~the~~Delaware’s ~~resale~~business ofcombination ~~shares~~statute ~~offered~~(Section ~~hereby~~203), ~~could~~which ~~adversely~~prohibits ~~affect~~certain ~~the trading~~transactions ~~price~~with ofinterested ~~our~~stockholders ~~Common~~without ~~Stock~~board or stockholder approval. This requirement is mandated by law and is not a provision adopted by registrants.

~~MARKET FOR~~18 ~~OUR~~Table ~~COMMON~~of ~~STOCK AND RELATED STOCKHOLDER MATTERS~~Contents

~~Market and~~(6) ~~Other~~Preferred ~~Information~~Stock

~~There~~ Our board of directors is noauthorized, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designation, powers, preferences and rights of the shares of each such series and any of its qualifications, limitations or restrictions, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might adversely affect the market ~~for~~price of our common stock and the voting and other rights of the holders of our common stock.

As of ~~December~~September 319, ~~2021~~2025, ~~there~~we ~~were~~had ~~approximately~~450,000 ~~300~~shares ~~registered~~of ~~holders~~preferred ofstock ~~record~~issued ofand ~~our~~outstanding, ~~common~~consisting ~~stock.~~of:

~~MANAGEMENT’S DISCUSSION~~· ~~AND~~Preferred ~~ANALYSIS~~Stock OFClass ~~FINANCIAL~~B: ~~CONDITION~~150,000 ~~AND~~shares, ~~RESULTS~~issued OFin ~~OPERATIONS~~2021 for $150,000. Each share is convertible into common stock at a price equal to 70% of the price of the next qualifying offering (a bona fide sale of preferred or common stock exceeding $4,000,000 in gross proceeds). · Preferred Stock Class C: 150,000 shares, issued in 2021 for $150,000. Each share is convertible into 0.005% of the issued and outstanding shares of common stock as of the conversion date. · Preferred Stock Class D: 50,000 shares, issued in 2020 for $50,000. Each share is convertible into 2% of the issued and outstanding shares of common stock as of the conversion date. · Preferred Stock Class E: 100,000 shares, issued in 2020 for $92,000. Each share is convertible into 1% of the issued and outstanding shares of common stock as of the conversion date.

~~The following~~No ~~discussion~~dividends ~~includes~~are apayable ~~number~~on ofthe ~~forward-looking~~preferred ~~statements~~stock ~~that~~unless ~~reflect~~declared by our ~~current~~board ~~views~~of ~~with respect to future events and financial performance~~directors. ~~Forward~~In ~~looking~~the ~~statements~~event ~~are~~of ~~often~~our ~~identified by words like: believe~~liquidation, ~~expect,~~dissolution ~~estimate,~~or ~~anticipate,~~winding ~~intend~~up, ~~project~~ ~~and~~holders ~~similar~~of ~~expressions~~preferred orstock ~~words~~will ~~which,~~be byentitled ~~their nature, refer~~ to ~~future~~receive ~~events.~~a ~~You~~preferential ~~should~~amount ~~not~~in ~~place~~assets ~~undue~~equal ~~certainty~~to ~~on these forward-looking statements, which apply only as of~~ the ~~date~~original ofpurchase ~~this~~price ~~report.~~per ~~These~~share ~~forward-looking~~before ~~statements~~any ~~are~~distribution ~~subject~~ to ~~certain~~holders ~~risks and~~of ~~uncertainties~~common ~~that could cause actual results to differ materially from historical results or our predictions~~stock.

~~Overview~~(7) Warrants

~~Esports is~~As ~~the competitive playing~~ of ~~video~~December ~~games~~31, by2024, ~~amateur~~we ~~and~~had ~~professional~~outstanding ~~teams~~warrants ~~for~~to ~~cash~~purchase ~~prizes.~~up ~~Esports~~to ~~typically~~5 ~~takes~~million ~~the~~shares ~~form~~ of ~~organized, multiplayer~~our ~~video~~common ~~games that include real-time strategy~~stock, ~~fighting,~~with ~~first-person~~exercise ~~shooter,~~prices ~~and~~ranging ~~multiplayer~~from ~~online~~$0.50 ~~battle~~to ~~arena games~~$0.75 ~~As of~~per ~~March~~share. ~~20,~~These ~~2019,~~warrants ~~the~~were ~~three~~issued ~~largest~~in ~~selling~~connection ~~esports~~with ~~games~~various ~~are~~financing ~~Dota~~transactions 2,from ~~League~~2021 ofthrough ~~Legends~~2024 ~~(both multiplayer online battle arena games)~~ and ~~Counter~~expire ~~Strike:~~five ~~Global~~years ~~Offensive~~from (atheir ~~first-person~~respective ~~shooter~~issuance ~~game).~~dates, ~~Other~~with ~~popular~~one ~~games~~warrant ~~include~~expiring ~~Smite,~~on ~~StarCraft~~June II30, ~~Call~~2026. ofThe ~~Duty¸ Heroes~~warrants ofare ~~the~~exercisable ~~Storm,~~at ~~Hearthstone~~any ~~and~~time ~~Fortnite.~~prior ~~Esports~~to ~~also~~expiration, ~~includes~~subject ~~games~~to ~~which~~certain ~~can~~conditions. beUpon ~~played~~exercise, ~~primarily~~holders bywill ~~amateurs,~~receive inshares ~~multiplayer competitions~~of oncommon ~~the~~stock ~~Sony~~at ~~PlayStation,~~the ~~Microsoft~~exercise ~~Xbox~~price. ~~and~~The ~~WII~~warrants ~~Nintendo~~contain ~~systems.~~provisions ~~Most~~for ~~major~~adjustment ~~professional~~of ~~esports~~the ~~events~~exercise price and anumber ~~wide range~~ of ~~amateur~~shares ~~esports~~upon certain events, ~~are~~such ~~broadcast~~as ~~live~~stock ~~via~~splits ~~streaming~~or ~~services including twitch~~dividends.~~tv, azubu.tv, ustream.tv and youtube.com.~~

~~Although official~~(b) ~~competitions~~Share have long been a part of video game culture, participation and spectatorship of such events have seen a global surge in popularity over the last few years with the rapid growth of online streaming. The advent of online streaming technology has turned esports into a global industry that includes professional players and teams competing in major events that are simultaneously watched in person in stadiums, and by online viewers, which regularly exceed 1,000,000 viewers for major tournaments. Much like how there is a worldwide gaming market for the sports industry, there has now developed a worldwide gaming market for the esports industry. The impact has been so significant that many video game developers are now building features into their games designed to facilitate competition.Plan

17We are offering up to 5,000,000 shares of our common stock in an at-the-market offering. We may sell the shares offered by this prospectus from time to time directly to investors or through agents, underwriters, dealers, or other intermediaries.

~~According to~~We ~~Newzoo,~~will adetermine ~~global leader in esports, games and mobile intelligence, it is expected that~~ the ~~total~~actual ~~global~~number ~~esports~~of ~~audience~~shares isoffered ~~estimated to~~and ~~be 728.8 million a~~ the ~~end~~offering ofprice ~~2021,~~per anshare ~~increase~~based ofon ~~10%~~market ~~over~~conditions ~~2020.~~at ~~The pandemic has certainly accelerated~~ the ~~growth~~time of ~~the live-streaming audience but we do not anticipate a decrease in current users~~sale. We ~~anticipate the current growth rate~~ will ~~progressively return to their~~sell ~~more natural levels by 2024, when~~ the ~~live-streaming~~shares ~~audience~~at ~~total~~prices ~~will~~and bein ~~projected~~quantities to be ~~920.3~~agreed ~~million.~~upon ~~Nevertheless, emerging~~with ~~markets~~purchasers ~~and~~or ~~regions will stay on their path of double-digit growth. Esports Enthusiasts~~agents, which ~~are~~may ~~people~~be ~~who~~at ~~watch~~market ~~professional esports~~prices ~~content~~prevailing at ~~least once a month, will make up 201.2 million of~~ the ~~total~~time ~~up from 143.2 million in 2017, with a compound annual growth rate (“CAGR”) (2017-2022)~~ of ~~+15.7% to reach almost 297 million in 2022. The global average revenue per Esports Enthusiast~~sale, ~~which~~ ~~includes~~at ~~not~~prices ~~only gaming revenue, but also sponsorships advertising and all other esports~~ related ~~revenues, is projected~~ to ~~be $5.45~~such inprevailing ~~2019,~~market upprices ~~+8.9%~~or ~~from~~at ~~$5.00~~negotiated ~~in 2018~~prices. The number of occasional esports viewers, (people who watch professional esports content less than once a month), is expected to reach 252.6 million in 2019, up from 221.6 million in 2018, and is projected to grow with a CAGR of +12.6% to surpass 347 million in 2022. The number of people who are aware of esports worldwide is expected to reach 1.8 billion in 2019, up from 1.6 billion in 2018. China is expected to contribute most to global esports awareness, with 500.2 million people aware of esports in 2019. The increasing prominence of esports as a mainstream entertainment industry is driving the growth in awareness in most regions. Audience and awareness growth in the emerging regions of Latin America, Middle East and Africa, Southeast Asia, and Rest of Asia is largely driven by improving IT infrastructure and urbanization

~~In 2018,~~19 ~~there~~Table ~~were 737 major esports events that generated an estimated $54.7 million in ticket revenues, up from $32 million in 2016, but down from $58.9 million in 2017. The total prize money~~ of all esports events held in 2018 reached $150.8 million, after breaking the $100 million mark for the first time in 2017. The League of Legends World Championship was 2018’s biggest tournament by live viewership hours on Twitch, with 53.8 million hours. It also produced $1.9 million in ticket revenues. The Overwatch League was the most-watched league by live viewership hours on Twitch, generating 79.5 million hours.Contents

~~Emerging Growth~~We ~~Company~~will conduct the offering in those jurisdictions where we are legally permitted to do so, and we will not make an offer or sale in any jurisdiction where it would be unlawful. We (and any placement agent we may later engage) will comply with applicable state “blue sky” requirements. Additional information regarding the method of distribution, any selling restrictions, and any placement-agent compensation will be provided by the prospectus supplement if and when such arrangements are finalized.

~~We are~~(c) anDistribution “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:Plan

•We ~~have~~may, anfrom ~~auditor~~time ~~report~~to time, engage one or more registered broker dealers as placement agents for certain sales or to introduce prospective investors. Any such arrangements will be on ~~our~~a ~~internal~~best-efforts ~~controls~~basis, ~~over~~and ~~financial~~we ~~reporting~~may ~~pursuant~~agree to ~~Section~~pay ~~404(b)~~customary ofplacement ~~the~~fees ~~Sarbanes~~or selling commissions and reimburse certain expenses, subject to applicable FINRA rules. If we enter into any placement-~~Oxley~~agent ~~Act;~~agreement or other selling arrangement, we will supplement this prospectus to describe the material terms, compensation, and conflicts, as required.

•We ~~provide~~may analso ~~auditor~~sell ~~attestation~~the ~~with~~shares ~~respect~~offered toby ~~management’s~~this ~~report~~prospectus onin ~~the~~one ~~effectiveness~~or more of ~~our~~the ~~internal~~following ~~controls~~ways ~~over~~from ~~financial~~time ~~reporting;~~to time:

•· ~~comply~~block ~~with~~trades ~~any~~in ~~requirement~~which ~~that~~the ~~may~~broker beor ~~adopted~~dealer byengaged ~~the~~will ~~Public~~attempt ~~Company~~to ~~Accounting~~sell ~~Oversight~~the ~~Board~~shares ~~regarding~~as ~~mandatory~~agent, ~~audit~~but ~~firm~~may ~~rotation~~position orand resell a ~~supplement~~portion of the block as principal to facilitate the ~~auditor’s~~transaction. ~~report~~· ~~providing~~purchases ~~additional~~by ~~information~~a ~~about~~broker ~~the~~or ~~audit~~dealer as principal and ~~the~~resale ~~financial~~by ~~statements~~such ~~(i.e.,~~broker anor ~~auditor~~dealer ~~discussion~~for ~~and~~its ~~analysis);~~account pursuant to this prospectus.

•o ~~submit~~an ~~certain~~exchange ~~executive~~distribution ~~compensation~~in ~~matters~~accordance towith ~~shareholder~~the ~~advisory~~trading ~~votes,~~processes of such asexchange. ~~“say-on-pay”~~o ordinary brokerage transactions and ~~“say~~transactions in which the broker-ondealer solicits purchasers. o in privately negotiated transactions. o to a market maker or its affiliate as principal. o through delayed or continuous offerings. o through sales to agents, underwriters or dealers for short-~~frequency~~term resale to clients;” and o through any combination of the above.

•We ~~disclose~~may ~~certain~~also ~~executive~~enter ~~compensation~~into ~~related~~hedging ~~items~~transactions. ~~such~~For asexample, ~~the~~we ~~correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.~~may:

~~In addition,~~· ~~Section~~enter ~~107~~into oftransactions ~~the~~with ~~JOBS~~a ~~Act~~broker-dealer ~~also~~or ~~provides~~affiliate ~~that~~thereof anin ~~emerging~~connection ~~growth~~with ~~company~~which ~~can~~such ~~take~~broker-dealer ~~advantage~~or ofaffiliate ~~the~~will ~~extended~~engage ~~transition period provided~~ in ~~Section~~short ~~7(a)(2)(B)~~sales of the ~~Securities~~common ~~Act~~stock ~~for~~in ~~complying~~the ~~with~~course ~~new~~of orhedging ~~revised~~the ~~accounting~~positions ~~standards.~~it Inassumes ~~other~~with ~~words~~us, anincluding ~~emerging growth~~in ~~company~~connection ~~can~~with ~~delay~~ the ~~adoption~~distribution of ~~certain~~the ~~accounting~~common ~~standards~~stock ~~until~~by ~~those~~such ~~standards~~broker-dealer. ~~would~~· ~~otherwise~~sell ~~apply~~short to ~~private~~hedge ~~companies. We~~the ~~have~~anticipated ~~elected~~sale ~~to take advantage~~ of the ~~benefits~~common ofstock offered by this ~~extended~~prospectus; ~~transition~~and• ~~period.~~borrow ~~Our~~common ~~financial~~stock ~~statements~~from ~~may~~us ~~therefore~~or ~~not~~third beparties ~~comparable~~ to ~~those~~settle ofshort ~~companies~~sales or to cover any short positions that ~~comply~~may ~~with~~exist ~~such~~after ~~new~~the orsale ~~revised~~of ~~accounting~~the ~~standards~~common stock offered by this prospectus.

We ~~will~~ ~~remain~~may analso ~~“emerging~~enter ~~growth~~into ~~company”~~derivative ~~for~~transactions upwith tothird ~~five~~parties ~~years,~~ or ~~until~~sell the ~~earliest~~common ofstock ~~(i)~~not ~~the~~covered ~~last~~by ~~day~~this ofprospectus ~~the~~to ~~first~~third ~~fiscal year~~parties in ~~which~~privately ~~our~~negotiated ~~total~~transactions. ~~annual~~In ~~gross~~connection ~~revenues~~with issuch ~~$1 billion, (ii) the date that we become~~ a ~~“large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934~~transaction, ~~which would occur if~~ the ~~market~~third ~~value~~parties ofmay ~~our~~sell ~~ordinary~~securities ~~shares~~covered ~~that is held~~ by ~~non-affiliates~~and issold ~~$700~~under ~~million~~this asprospectus ofto the ~~last~~public, ~~business~~including ~~day~~in ofshort ~~our~~sale ~~most~~transactions, ~~recently completed second fiscal quarter~~ or ~~(iii)~~may ~~the date~~lend onsecurities ~~which~~to weyour ~~have issued more than $1 billion in non-convertible debt during the preceding three year period~~account.

~~Liquidity~~Delayed delivery and institutional contracts. If indicated in a prospectus supplement, we may authorize underwriters or other agents to solicit purchase offers from institutional investors—such as banks, insurance companies, pension funds, investment companies, and educational or charitable institutions—under delayed delivery contracts, which provide for payment and delivery at a future date. The prospectus supplement will identify the participating institutions (or types of institutions), the required minimum amounts and terms, and the payment and delivery timing. We will not be obliged to sell additional shares under these arrangements beyond the amounts specified in the applicable prospectus supplement, and any offer not accepted by us may be modified or revoked before our acceptance.

~~We have~~20 ~~financed~~Table ~~operations primarily through the sale~~ of equity securities and short-term debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity or debt securities, including the sale of securities in this offering. We continue to incur negative cash flows from operating activities and net losses. We had minimal cash, negative working capital, and negative total equity as of December 31, 2021 and 2020. We anticipate that we need approximately $1 million to ramp up our operations over the next twelve months, If we do not raise additional funds, we will have to scale back our plans.Contents

~~Results~~ Market making; no assurance of ~~Operations~~liquidity. Each series of securities offered will be a new issue without an established trading market unless otherwise specified. Any underwriters to whom we sell securities may make a market in those securities, but they are not obligated to do so. They may discontinue market-making at any time without notice. We cannot assure you that a liquid market for any securities offered will develop or be sustained.

~~The following~~Stabilization ~~discussion~~and related transactions. Underwriters may engage in stabilizing transactions, syndicating covering transactions, and ~~analysis~~penalty ofbids ~~our~~in ~~financial~~accordance ~~condition~~with applicable law and ~~results~~market practice. Stabilizing involves bids or purchases to support the market price of ~~operations~~the ~~should~~securities. beSyndicate ~~read~~covering transactions involve purchases in ~~conjunction~~the ~~with~~open market after the distribution to cover short positions. Penalty bids permit the reclaiming of selling concessions if securities initially sold by a syndicate are repurchased to cover short positions. These activities, if undertaken, may occur on any national securities exchange where our ~~financial statements~~common stock is listed, in the over-the-counter market, or otherwise, and ~~related~~may ~~notes~~raise ~~included~~or ~~elsewhere~~maintain inthe ~~this~~market ~~report~~price of the securities above levels that might otherwise prevail. ~~Material changes~~ inWe ~~line~~make ~~items~~no inrepresentation ~~our~~as ~~Statement~~to whether any of ~~Operations~~these ~~for~~activities will occur or, if they occur, the ~~periods~~extent ~~presented~~of ~~are~~their ~~discussed~~impact. ~~below~~Any such activities may be discontinued at any time.

~~Revenue and~~(d) ~~Expenses~~Anti-Takeover ~~– Year Ended December 31, 2021 vs. December 31, 2020~~Provisions

~~Revenue~~ Our certificate of incorporation and ~~Gross~~bylaws ~~Profit~~contain provisions that could make it more difficult for a third party to acquire us without our board of directors’ consent. These provisions include:

~~The Company~~· ~~had~~authorizing noour ~~revenue~~board orof ~~gross~~directors ~~profit~~to ~~for~~issue shares of preferred stock and to determine the ~~year~~price, ~~ended~~rights, ~~December~~preferences, 31privileges and restrictions, ~~2021~~including ~~compared~~voting rights, of those shares without any further vote or action by the stockholders. · limiting the ability of stockholders to ~~$1,000~~call special meetings of ~~revenue~~stockholders. · prohibiting stockholder action by written consent; and ~~gross~~· ~~profit~~establishing advance notice requirements for ~~the~~nominations ~~year ended~~for ~~December~~election ~~31,~~to ~~2020~~our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

~~Expenses~~These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to approve transactions that they may deem to be in their best interests.

The Company had $402,796 in expenses for the year ended December 31, 2021 compared with $45,619 in expenses for the year ended December 31, 2020, an increase of $357,177. This increase in expenses in 2021 was primarily the result of increased sales and marketing expenses (~~$118,388~~e) as ~~the~~Transfer ~~Company~~Agent ~~advertised to boost the visibility of the Company’s products, increase in other general~~ and administrative expenses ($119,425), increase in consulting fees ($51,604), travel expenses ($42,686) and legal and professional fees ($40,074), for expenses associated with preparing financial statements for registering its common stock, building its network, establishing an office and public relations initiatives.,Registrar

~~Revenue and~~The ~~Expenses~~transfer –agent ~~Three~~and ~~Months~~registrar ~~Ended~~for ~~March~~our ~~31,~~common ~~2022~~stock ~~vs. March 31, 2021~~is:

~~Revenue and~~VStock ~~Gross~~Transfer, ~~Profit~~LLC

~~The Company~~18 ~~had~~Lafayette noPlace ~~revenue~~Woodmere, inNY ~~either three-month period~~11598.

~~Expenses~~We reserve the right to replace our transfer agent at any time.

~~The Company~~21 ~~had~~Table ~~$33,606 in expenses for the three months ended March 31, 2022 compared with $201,729 in expenses for the three months ended March 31, 2021, a decrease~~ of $168,12. This decrease reflects the costs the Company incurred in 2021 for associated with preparing financial statements for registering its common stock, building its network, establishing an office and public relations initiatives. The decrease was primarily the result of decreased marketing expenses ($102,580), consulting fees ($13,797) and other general and administrative expenses ($39,670).Contents

~~Capital Resources~~(f) ~~and~~Shares ~~Liquidity~~Eligible for Future Sale

Upon completion of this offering, we will have 22,843,667 shares of common stock outstanding. Of these shares, the 5,000,000 shares sold in this offering will be freely transferable, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The ~~Company’s~~ ~~sources~~remaining ~~and~~17,843,667 ~~(uses)~~shares of ~~cash~~common stock outstanding are “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration, such as Rule 144. All of our current officers and directors, and certain other affiliates who beneficially own shares of our common stock, are subject to the volume and other limitations of Rule 144. Under Rule 144, such persons may, under certain circumstances, sell within any three-month period a number of our securities that does not exceed the greater of 1% of the then outstanding shares of the class of securities or the average weekly trading volume in the class of securities reported through the most recent four calendar weeks. Rule 144 also contains a six-month holding period for affiliates before any resale. Affiliates may also sell pursuant to Rule 144 without volume limitations after a one-year ~~ended~~holding ~~December~~period. 31Sales under Rule 144 are also subject to the manner of sale, ~~2021~~notice requirements, and ~~2020~~the ~~are~~availability ~~shown~~of ~~below:~~current public information about us.

	2021			2020
Cash used in operating activities	$	(519,050	)	$	(147,611	)
Cash used in investing activities		—			—
Cash provided by financing activities		470,768			197,715

Registration Rights

~~The Company’s~~As ~~sources~~of ~~and~~September ~~(uses)~~9, 2025, we are not aware of ~~cash~~any ~~for~~contractual obligations to register any of our securities under the ~~three~~Securities ~~months~~Act, ~~ended~~except ~~March~~as 31may arise from the terms of our preferred stock or warrants, ~~2022~~which do not currently provide for such rights. Holders of our preferred stock and ~~March~~warrants 31may have certain demand or piggyback registration rights upon conversion or exercise, ~~2021~~but ~~are~~no ~~shown~~such ~~below:~~rights have been exercised to date. In the future, we may grant additional registration rights to investors or in connection with acquisitions.

	2020			2019
Cash used in operating activities	$	(41,473	)	$	(201,729	)
Cash used in investing activities		—			—
Cash provided by financing activities		45,615			277,180

Effect of Future Sales

ToSales ~~date,~~of wesubstantial ~~have~~amounts ~~recorded de minimis revenues from the sale~~ of our ~~services~~common ~~and~~stock ~~products.~~in Ifthe wepublic ~~are unable to generate revenues~~market, weor ~~will~~the ~~not~~perception bethat ~~able~~these tosales ~~achieve~~may ~~and maintain profitability. Beyond this~~occur, wecould ~~may~~adversely ~~incur~~affect ~~significant losses in~~ the ~~future~~market ~~for~~price ~~a number~~ of ~~reasons~~our ~~including~~common ~~other~~stock ~~risks described in this document,~~ and we ~~may~~impair ~~encounter~~our ~~unforeseen~~ability ~~expenses, difficulties, complications, delays and other unknown events. Accordingly, we may not ever be able~~ to ~~achieve~~raise ~~profitability.~~capital Wethrough ~~incurred~~the ~~negative~~sale ~~cash~~of ~~flows~~additional ~~from~~equity ~~operating activities and recurring net losses in fiscal years 2020 and 2019~~securities. As ofa ~~December 31~~result, ~~2020~~we ~~and~~cannot ~~2019,~~assure ~~our~~you ~~accumulated~~that ~~deficit~~we ~~was~~will ~~$881,701~~be ~~and~~able ~~$329,134,~~to ~~respectively.~~sell Asfurther ashares ~~result~~ of our ~~losses,~~common ~~the Company~~stock ~~has~~in ~~not~~the ~~yet~~future ~~filed~~at ~~any~~times ~~tax~~or ~~returns.~~prices ~~The~~that ~~Company~~we ~~is,~~deem ~~however, subject to examination by U~~appropriate.~~S. Federal and State tax authorities from inception to present,~~

~~These~~Item ~~factors,~~10 ~~among~~- ~~others,~~Interests ~~raise substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome~~ of ~~this~~Named ~~uncertainty.~~Experts ~~In order for us to remove substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities~~ and obtain necessary debt or equity funding. If we are unable to increase revenues or obtain additional financing, we will be unable to continue the development of our products and services and we may have to cease operations. In that event you could lose your entire investment.Counsel

Our consolidated financial statements have been prepared on the assumption that we will continue as a going concern. Our independent registered public accounting firms have included an explanatory paragraph in our consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 stating that our operating losses and limited working capital, raise substantial doubt about our ability to continue as a going concern. To date, it has been necessary to rely upon debt and the sale of our equity securities to sustain operations. Our management anticipates that we will require additional capital to fund ongoing operations without taking into account the proceeds from this offering.Auditors

~~There~~The ~~can~~financial bestatements noincluded ~~guarantee~~in ~~that~~this weregistration ~~will~~statement behave ~~able to~~been ~~obtain~~audited ~~such~~by ~~funds~~S R Chourasiya & Co, orChartered ~~obtain~~Accountants, ~~them~~an independent registered public accounting firm, as stated in their report. We rely on ~~satisfactory~~their ~~terms~~report for this disclosure, given the firm’s authority as an expert in accounting and auditing. The firm has represented to us that ~~such~~it ~~funds~~is ~~would~~independent beof ~~sufficient.~~the IfCompany ~~such~~within ~~additional~~the ~~funding~~meaning of Rule 2-01 of Regulation S-X and applicable standards of the Public Company Accounting Oversight Board. The firm is not ~~obtained,~~ weemployed ~~may~~on bea ~~required~~contingent basis and, to ~~scale~~our ~~back~~knowledge, does not hold any direct or ~~cease~~indirect ~~operations~~interest in our securities nor any other interest that would be considered a mutual or conflicting interest under Rule 2-01.

~~Other~~Auditor ~~than~~independence—Reg ~~the~~S-X ~~foregoing,~~Rule we2-01 do not know of any trends 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 investorsfocus.

~~Off Balance~~We ~~Sheet~~understand ~~Arrangements~~that Rule 2-01 requires, among other things, the auditor to be independent in fact and appearance, free from mutual or conflicting interests, not functioning as management, and not acting as an advocate for the issuer. We have policies to pre-approve audit and permissible non-audit services and to monitor relationships that could impair independence. If any non-audit services are engaged, they will be evaluated under Rule 2-01’s general standard, and non-permitted services will not be authorized. Any fees for audit, audit-related, tax, or other services will be disclosed as required in our future periodic reports. (Rule 2-01 reference provided for reader orientation.)

~~The~~22 ~~Company~~Table ~~does~~of ~~not have any off balance sheet arrangements nor any contingent liabilities.~~Contents

~~BUSINESS~~Other experts.

~~Business Overview~~Suppose we engage any additional experts (engineering, appraisal, or other technical experts) whose reports or opinions are included or incorporated by reference in this registration statement. In that case, we will identify each expert, state their qualifications, and disclose any direct or indirect interest they or their firms hold in us that is substantial under Item 509 (again applying the $50,000 threshold in Instruction 1). Any such expert will provide a written consent, filed as an exhibit, to reference their name and to the inclusion of their report.

~~We are~~Item ~~creating~~11 ~~and~~- ~~expanding~~Information ~~our~~with ~~presence~~Respect ~~in the Esports market. Prior~~ to the COVID pandemic, Midnight Gaming hosted local Esports tournaments across the US, and was in the midst of constructing a state-of-the-art Esports venue. With those plans on hold, it created the opportunity for the Company to create GTV. GTV, located at https://www.gtvnetworks.tv , is an operational platform that:Registrant

•Item ~~provides~~101 ~~free~~— ~~advertisement-supported~~Description ~~entertainment~~of ~~through a virtual cable network, OTT streaming service, and websites;~~Business

~~• delivers eSports, news, live events, and digital video; and~~About

•Midnight ~~offers~~Gaming Corporation (“Midnight,” “we,” “us,” or “our”) is a Delaware corporation incorporated on October 11, 2016. We are a development-stage company focused on acquiring and developing income-producing business entities in early stages of their business life cycles across various industries, including entertainment, ~~for~~events, ~~gamers~~media, ~~movie~~energy ~~viewers~~(oil and gas), automotive (dealerships and ~~digital~~services), ~~sports~~finance ~~fans~~(mortgage and banking), and real estate (construction, property management, and consulting).

18No material acquisitions/dispositions/reorganizations to date; negotiating Canada-based media company acquisition (post-balance sheet). Issued warrants/preferred stock for funding; equity reclassifications in 2020/2021 for accuracy (no financial impact).

We have letters of intent for potential acquisitions in these sectors. We are pursuing three major categories in entertainment: acquiring OshKosh Arena, developing our GTV connected TV and social media advertising platform, and acquiring TGS Esports ~~Industry~~ Inc. for live events production.

~~Esports is~~Competition ~~the competitive playing of video games by professional~~ and amateur teams. Esports typically takes the form of organized, multiplayer video games that include real-time strategy, fighting and multiplayer online battle arena games. Although official competitions have long been a part of video game culture, participation and spectatorship of such events have seen a global surge in popularity over the last few years with the rapid growth of online streaming.Market

~~Esports also~~We ~~includes~~operate ~~games~~as ~~which~~a ~~can~~development-stage beholding ~~played~~company atfocused ~~home,~~on ~~primarily~~acquiring byand ~~amateurs,~~enhancing inearly-stage ~~multiplayer~~income-producing ~~competitions~~entities onin the ~~Sony~~gaming, ~~PlayStation~~esports, ~~Microsoft Xbox~~media, and ~~WII~~related ~~Nintendo~~technology ~~systems~~sectors. ~~Most~~We ~~major~~also ~~professional~~have ~~esports~~the ~~events~~flexibility ~~and~~to ainvest ~~wide~~across ~~range~~multiple ofindustries ~~amateur~~to ~~esports~~drive ~~events~~revenue ~~are~~and ~~broadcast~~valuation ~~live~~growth. ~~via streaming~~Our ~~services~~competitors ~~including~~include ~~twitch.tv,~~established ~~azubu.tv,~~holding ~~ustream.tv~~companies and ~~youtube.com.~~conglomerates ~~With~~in ~~the~~gaming/esports/media, ~~creation~~competing ~~and~~on ~~operation~~acquisition ofspeed, ~~GTV~~integration capabilities, weIP ~~hope~~development, toand beglobal ~~the largest~~scaling. ~~and~~Principal ~~broadest~~competitors ~~streaming~~(based ~~service~~on ofmarket ~~esports.~~presence and similar multi-sector strategies) include:

~~The advent~~· ofTencent ~~online~~Holdings ~~streaming~~Limited: ~~technology~~A ~~has~~leading ~~turned~~Chinese conglomerate with extensive investments in gaming (e.g., Riot Games, Epic Games), esports, ~~into~~and media; competes through a ~~global~~massive ~~industry~~portfolio ~~that~~(700+ ~~includes~~investments) ~~professional~~and ~~players~~tech integration. · Microsoft Gaming: Owns Xbox and ~~teams~~Activision ~~competing~~ Blizzard; focuses on subscriptions (Xbox Game Pass), cloud gaming, and acquisitions in ~~major~~interactive ~~events~~entertainment. ~~that~~· ~~are~~Sony ~~simultaneously~~Group ~~watched~~Corporation: Through PlayStation and investments in ~~person~~gaming studios, competes in ~~stadiums~~hardware, content, and byesports ~~online~~events. ~~viewers~~· Activision Blizzard (Microsoft subsidiary): Specializes in esports leagues (e.g., ~~This~~Overwatch ~~online~~League) ~~streaming~~and ~~technology~~franchises; ~~referred to~~rivals asin ~~OTT~~tournament management and content monetization. · Riot Games (Tencent subsidiary): Focuses on esports titles (e.g., ~~which~~League ~~stands~~of ~~for~~Legends); ~~over~~competes in event production and streaming. · Electronic Arts (EA): Invests in sports gaming and esports; competes through partnerships and live events. · Nintendo: Emphasizes hardware and IP; rivals in family-~~the-top,~~oriented ~~initially~~gaming ~~named~~and ~~for~~media ~~devices~~expansions. ~~that~~· goEnthusiast ~~“over”~~Gaming aHoldings ~~cable~~Inc.: ~~box~~Targets toesports ~~give~~teams, ~~the~~events, ~~user~~and ~~access to~~digital ~~content~~media; similar focus on early-stage gaming ecosystems. ~~In OTT channels~~· Subnation Media: Builds esports/media portfolios with brand partnerships (e.g., NASCAR); competes in content isand ~~delivered~~events. ~~via~~· anNetEase ~~internet~~Games: ~~connection~~Chinese ~~rather~~firm ~~than~~with ~~through~~global aesports ~~traditional~~investments; ~~cable/broadcast provider~~rivals in mobile gaming and tournaments.

~~According to~~23 ~~Newzoo,~~Table ~~a global leader in esports, games and mobile intelligence, it is expected that the total global esports audience is estimated to be 728.8 million a the end~~ of 2021, an increase of 10% over 2020. The pandemic has certainly accelerated the growth of the live-streaming audience but we do not anticipate a decrease in current users. We anticipate the current growth rate will progressively return to their more natural levels by 2024, when the live-streaming audience total will be projected to be 920.3 million. Nevertheless, emerging markets and regions will stay on their path of double-digit growth. Esports Enthusiasts, which are people who watch professional esports content at least once a month, will make up 201.2 million of the total up from 143.2 million in 2017, with a compound annual growth rate (“CAGR”) (2017-2022) of +15.7% to reach almost 297 million in 2022. The global average revenue per Esports Enthusiast, which includes not only gaming revenue, but also sponsorships advertising and all other esports related revenues, is projected to be $5.45 in 2019, up +8.9% from $5.00 in 2018. The number of occasional esports viewers, (people who watch professional esports content less than once a month), is expected to reach 252.6 million in 2019, up from 221.6 million in 2018, and is projected to grow with a CAGR of +12.6% to surpass 347 million in 2022. The number of people who are aware of esports worldwide is expected to reach 1.8 billion in 2019, up from 1.6 billion in 2018. China is expected to contribute most to global esports awareness, with 500.2 million people aware of esports in 2019. The increasing prominence of esports as a mainstream entertainment industry is driving the growth in awareness in most regions. Audience and awareness growth in the emerging regions of Latin America, Middle East and Africa, Southeast Asia, and Rest of Asia is largely driven by improving IT infrastructure and urbanization. Millennials into should continue to drive the growth of the esports industry’s audience and in turn, the esports gaming industry.Contents

The basis of competition includes access to capital for acquisitions, technological innovation (e.g., metaverse integration), content/IP strength, global audience reach, and sponsorship/media rights deals. Competitors often have larger resources ($25B+ market caps for leaders like Tencent/Sony), enabling aggressive growth. We differentiate through an early-stage niche focus and synergies with GTV advertising tech.

~~GTV is~~Key amarket ~~game-centric~~dynamics ~~live~~in ~~streaming~~esports/gaming ~~platform~~for ~~which~~2025: ~~can be viewed through a virtual cable network, OTT streaming service, and websites.~~

~~MEDIA~~· ~~PLATFORMS:~~Global •revenues ~~Roku~~$188.8B-$188.9B, •with ~~Amazon~~3.6B ~~Fire~~players; TV· •esports ~~Samsung~~subset ~~Smart~~$1.79B-$3.7B, TV· •Audience ~~Apple TV • iOS • Android • LG Smart TV • Twitch • Website OTT DISTRIBUTION • Unites States • Canada • Europe • Asia~~640.8M.

19Growth drivers:

~~Today most~~· ~~Americans~~Metaverse ~~use~~($280B ~~streaming services~~potential), ~~like~~· ~~Netflix~~Mobile/cloud gaming, to· ~~watch~~Sponsorships/media ~~TV.~~rights A($1B ~~streaming~~esports ~~service streams video content via the internet to a connected TV~~revenue), ~~computer,~~· ~~smartphone,~~Live orevents ~~tablet~~recovery.

~~The potential audience, just in the United States~~Challenges:

•· ~~64%~~Regulatory ofscrutiny, ~~U.S.~~· ~~homes~~Market ~~have~~saturation, aand ~~streaming~~· ~~service~~economic pressures on advertising spend.

•CAGR ~~60%~~projections: ~~of 18-to 29-yrs. old only watch streaming services.~~

•Esports 7121.1% ofto ~~internet users watch TV streaming services once a week~~2035.

~~GTV has~~Regulations already created hundreds of individual channels, each dedicated to a different eSport or hosted by a different eSport celebrity. GTV’s model is to generate revenues through advertising revenue on each channel.

~~Competitive Advantages~~As a U.S.-based holding company in gaming/~~Operational~~media, ~~Strengths~~we are subject to federal/state laws. Material regulations include:

~~We believe~~· ~~the~~Gaming/Esports ~~following~~Regulations: ~~strengths~~Licensing ~~position~~for ustournaments/events; compliance with age ratings (ESRB), content restrictions (violence/gambling elements). No direct gambling ops, but affiliates may require state licenses (e.g., sports betting media). Advertising must not target minors or be deceptive. · Privacy/Data Protection: CCPA/CPRA (California), similar state laws; GDPR if international. For ad tech (GTV), collect user data compliantly and meet cybersecurity requirements. · Labor/Employment: FLSA for ~~sustainable~~wages/hours; ~~growth~~OSHA safety; anti-discrimination (EEOC). As lean ops, it has a minimal impact but is scalable for acquisitions. · IP/Contracts: Copyright/trademark laws for media content; FCC for broadcasting ads. · Other: Antitrust for acquisitions; SEC reporting post-IPO. No material licenses are currently required but monitor for portfolio expansions. Non-compliance risks fines/restrictions; we engage counsel for adherence.

~~Management Team~~Human ~~and Key Personnel Experience: Our management and consultants have extensive experience in esports, information technology, compliance, regulation, accounting and finance.~~Capital

~~Proprietary Technology~~Workforce size: ~~Our~~ ~~platform~~As ~~provides us with~~ a ~~first~~development-stage, ~~mover~~1 ~~advantage~~full-time as(CEO); itrelies ~~offers~~on ~~what~~consultants/contractors we(5-10 ~~believe~~part-time tofor befinance/legal/media). ~~the~~No ~~widest variety of viewing options available for esports~~unions.

~~Multiple Channels~~Key Initiatives: We ~~have created hundreds of channels to attract viewers interested in specific games and/or celebrities.~~

~~Advertising Diversity:~~Merit-based ~~Based~~recruitment/promotion onover ~~our~~resumes; ~~technology,~~focus ~~our~~on ~~advertisers~~performance ~~can~~and ~~select~~innovation. toRetention ~~target~~via ~~viewers~~equity ofincentives a(planned), ~~certain~~growth ~~game~~opportunities orin ~~celebrity~~acquisitions. orEngagement ~~can~~through ~~select~~flexible ~~to advertise~~work, toaligned ~~a specific geographic area based on our OTT systems~~ culture.

Marketing and Sales Initiatives

We may accelerate expansion if we find complementary businesses that we are able to acquire in other territories. Our marketing efforts to expand into new territories have included attendance at esports events in addition to personal contact with other market participants.

Esports games are played by professional teams, amateur teams, and individuals. Professional esports teams typically have their own social media presence, with some of the top professional teams having millions of fans who visit the team’s website on a regular basis. A website of a professional esports team usually contains specific information about the team and lists upcoming tournaments or events in which the team will be participating. As part of our efforts to market our online gaming services, we attempt to enter into affiliate marketing agreements with professional esport teams.

We expect to expand into new geographic territories, assuming we obtain licenses to operate in those territories. The need for hands-on implementation in these territories and support may also require investment in additional physical offices and other overhead. We believe our approach is conservative in these respects.

We plan to increase our marketing efforts and awareness of our website and future offerings by:

• continuing to grow our efforts with our affiliate marketing program with professional esports teams;

• advertising and sponsoring major professional esports events held in stadiums around the world that are broadcast online to a global audience;

• utilizing celebrities and social media influencers who have an interest in video games and esports to generate new customers;

• utilize multiple electronic social media platforms to promote the Company’s business including, but not limited to, Facebook Twitter, Instagram, Snapchat, Youtube, Twitch, Whatsapp, WeChat, email and SMS messages; and

• using online advertisements, paid search optimization and various social media campaigns to increase our online presence and drive traffic to our website. We intend to increase our investments in online advertisements, primarily through the purchase of banner advertisements on esports related websites. We also intend to continue to invest in optimizing the Company’s website so it will attain a high ranking under key search words or phrases, such as “esports.”

Competition

The online gaming industry is increasingly competitive. With relatively low barriers to entry, new competitors are entering the esports market. In both of these segments, there currently exist several major competitors. We expect the number of companies offering products and services in each market segment to increase. Some of our current competitors have far greater resources than we have.

Intellectual Property

~~We have~~Material ~~not~~IP: ~~filed~~GTV Reach CTV (“GTV”), proprietary CTV ad platform for targeted streaming ads. Dependence: Core to ~~register~~revenue/monetization; ~~any~~enables ~~patents~~global reach, ~~trade~~synergies ~~names~~with oracquisitions. ~~trademarks~~Protected invia ~~any~~trade ~~jurisdictions~~secrets, ~~but~~copyrights, weno dopatents. ~~intend~~No tomaterial ~~file~~licenses; ~~applications~~not todependent ~~register patents,~~on ~~tradenames~~third-party orIP. ~~trademarks~~Risks: inInfringement ~~the~~claims; ~~near~~we ~~future~~monitor via counsel.

~~Employees~~24 Table of Contents

~~We currently~~Strategy ~~have two full time employees~~ and ~~three full time consultants.~~Dependencies

None of these employees are represented by a labor union or subject to a collective bargaining agreement. We have never experienced a work stoppage and our management believes that our relations with employees are good.

	·	Strategy: Acquire early-stage entities, enrich growth models; leverage GTV for ad integration. Diversify across industries.
	·	Dependencies: Suppliers minimal (cloud services for GTV, non-concentrated). Customers: Advertisers/brands via GTV; no concentration (>10% from one). Seasonality: Esports peak with events/tournaments (Q2/Q4) but has minimal current impact. Backlog: None material; ad sales short-term.

~~Properties~~Item 102 — Description of Property

~~Our executive~~Principal ~~and business offices are located at 1900 E. Golf Road, Suite 950, Schaumburg, Illinois 60173.~~Properties

~~The Company~~Our ~~entered~~principal ~~into~~executive aoffices ~~5-year~~are ~~lease~~located ~~agreement~~at to1900 ~~rent~~E. Golf Road, Suite 950, Schaumburg, Illinois 60173, and comprise approximately 1,000 square feet of office space. ~~terminating~~This infacility ~~2023~~is leased under a month-to-month lease agreement. ~~For~~We ~~the~~do ~~years~~not ~~ended~~own ~~December~~any ~~31,~~real ~~2021~~property ~~and~~or ~~2020, the~~have ~~Company~~any ~~expensed~~leased $2facilities,~~670~~ ~~each~~such ~~year~~as manufacturing plants, aswarehouses, ~~general~~data ~~and~~centers, ~~administrative~~or ~~for~~event ~~rent.~~venues, ~~Minimum~~because ~~payments~~our ~~for~~operations ~~successive~~are ~~years~~primarily ~~ending~~administrative ~~December 31~~and ~~are~~development-focused as ~~follows:~~a holding company.

2022		3,025
2023		3,244
2024 and thereafter		—
	$	6,269

Use and Adequacy

~~Legal Proceedings~~Our leased office space in Schaumburg, Illinois, serves as our corporate headquarters and is used for general administrative purposes, including executive management, finance, and business development activities. The facility is suitable and adequate for our current needs, given our development-stage status and limited operational requirements. We believe it provides sufficient space for our employees and operations without the need for expansion in the near term.

~~From time~~Material to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. With the exception of the foregoing, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.Encumbrances

~~DIRECTORS~~Our headquarters lease is a standard commercial office lease on a month-to-month basis with no long-term commitments, ~~EXECUTIVE~~ ~~OFFICERS~~significant ~~AND~~restrictions, ~~KEY~~or ~~EMPLOYEES~~unusual terms. The monthly rent is approximately $3,107 (based on annual rent expense of $37,286 as reported in our financial statements for the year ended December 31, 2024). There are no material encumbrances, such as liens, covenants restricting use, or sublease prohibitions, that would materially affect our operations. We are not aware of any disputes or defaults under the lease.

~~As of~~Item ~~the~~103 ~~date~~— ofLegal ~~this prospectus, our directors, executive officers and significant employees are as follows:~~Proceedings

Name	Age	Position(s)
Paul K. Danner	63	Chairman of the Board
Kinney McGraw	49	President, Secretary/ Treasurer, Chief Executive Officer (Principal Executive Officer)

Not Applicable.

~~Each of~~Item ~~our~~201 ~~officers~~— isMarket ~~elected by our Board of Directors to serve until the next annual meeting of directors or until their successors are duly elected and qualified. Our Board of Directors~~Price, ~~going forward~~Dividends, ~~will~~and ~~be elected by a majority vote of common stock then outstanding.~~Holders

21a) Trading Market/Ticker

~~Background and~~There ~~Business~~is ~~Experience~~currently no established public trading market for our common stock. Our common stock is not listed on any national securities exchange or quoted on the OTC Markets.

~~Paul K.~~b) ~~Danner~~Price joined our Board of Directors in 2021. He is currently serving as the Chief Executive Officer of Pepex Biomedical, Inc. From 2016 to 2018, he was Chairman & Chief Executive Officer of Alliance MMA, Inc., NASDAQ-listed sports promotion and media firm. Formerly, Mr. Danner was the Managing Director of Destiny Partners Worldwide, a global organizational management and business operations consultancy since 2006. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of Shanghai-based China Crescent Enterprises, a fully-reporting OTCBB-listed information technologies company which operated primarily in Asia. Previously, he served as Chairman & Chief Executive Officer of Paragon Financial Corporation, a NASDAQ-listed financial services firm, from 2002 to 2006. From January 1998 to 2001 Mr. Danner was employed in various roles at MyTurn.com, Inc., a NASDAQ-listed information technologies company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a business consultancy firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of Fortune-100 technology companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for 8 years on active duty plus 22 years with the reserve component of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner received his BS in Business Finance from Colorado State University, and holds an MBA in Marketing from the Strome College of Business at Old Dominion University. His vast corporate experience qualifies him to serve on and lead our board, especially in our formative period.Information

~~Kinney L.~~As ~~(Ken)~~there ~~McGraw,~~is ~~has~~no ~~over~~public 25trading ~~years~~market offor ~~experience~~our incommon ~~corporate~~stock, ~~finance~~there ~~and~~is ~~banking~~no inrecent ~~increasingly~~closing ~~responsible positions~~price. ~~Licensed as~~Recent aprivate ~~mortgage~~placements ~~banker~~have ~~and~~involved ~~mortgage~~warrants ~~broker,~~exercisable ~~Mr.~~at ~~McGraw~~prices ~~began~~ranging ~~his~~from ~~finance~~$0.50 ~~career~~to in$0.75 ~~real~~per ~~estate in retail sales~~share, ~~becoming~~as ~~over~~disclosed ~~time~~in ~~the founder~~our offinancial 4Mstatements. ~~Financial,~~The ~~LLC,~~public aoffering ~~nationwide~~price ~~mortgage and finance firm employing a professional staff~~ of ~~more than one hundred~~$5.00 Heper isshare ~~also the~~in ~~former~~this ~~founder~~registration ofstatement ~~Executive~~has ~~Funding,~~been ~~Inc.al,~~determined aby ~~multi-state~~us ~~banking operation across the Mid-West~~ and ~~South.~~does ~~Mr.~~not ~~McGraw~~necessarily isbear ~~currently President~~any ~~and~~relationship ~~CEO~~to ofour ~~Tiger~~book ~~Capital~~value, ~~Management Inc (TCM)~~assets, apast ~~business~~operating ~~consulting~~results, ~~firm~~financial ~~which~~condition, ~~services~~or aother ~~wide~~established ~~range~~criteria of ~~clientele requiring expertise in banking, real estate, insurance and/or mortgages~~value.

~~In 1997,~~25 ~~Mr.~~Table ~~McGraw began his career in finance as a loan officer in Lemont, Illinois with JVS Financial Corporation. He quickly rose to a management position responsible for a team~~ of 15 salesmen. Achieving success as a manager in the field of residential real estate lending, Mr. McGraw was recruited to manage a team of loan officers for a mid-sized wholesale banking operation in Chicago, Illinois (1998-1999). In 1999, Mr. McGraw founded 4M Financial in Orland Park, Illinois. He grew a startup mortgage broker operation into a successful regional residential and commercial finance company, developing skills as a sales and operations manager. In 2001, Mr. McGraw was recruited to develop an inside sales team for a then multi-billion-dollar nationwide mortgage lending company, Fremont Invest & Loan Corporation. From 2001-2006, Mr. McGraw used the company’s nationwide lending platform to reach clients in all 50 states and, within five years, proved the inside sales model a success. In 2006, Mr. McGraw founded Excellent Funding, Inc. in Orland Park, Illinois and Miami, Florida, developing a successful mortgage lending business spanning multiple states. In 2008, McGraw founded Tiger Capital Management Inc., a banking and finance consulting firm. From 2008 to date, Mr. McGraw has helped his clients build successful business operations in the areas of banking, finance, mortgage and real estate. He has broad experience in turning under-performing businesses into profitable enterprises. Contents

~~Identification~~ c) Approximate Number of ~~Significant~~Record ~~Employees.~~Holders

~~We employ~~As noof ~~significant~~August ~~employees~~1, ~~other~~2024 ~~than~~(the ~~Mr.~~most ~~McGraw~~recent practicable date available from our records), ~~the~~there ~~Chief~~were ~~Executive~~approximately ~~Officer~~50 record holders of our common stock. This number does not include beneficial owners whose shares are held in street name by brokers or other nominees.

~~Family Relationships.~~d) Dividend Historical Policy, Restrictions, and Any Planned Changes

We ~~currently~~ have never declared or paid any cash dividends on our common stock since our inception and do not ~~have~~anticipate paying any ~~officers~~cash ordividends ~~directors~~in ~~who~~the ~~are~~foreseeable ~~related~~future. We currently intend to ~~one~~retain ~~another~~all available funds and any future earnings for use in the operation and expansion of our business. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board may deem relevant, subject to applicable laws and contractual restrictions.

~~Committees~~Our ability to pay dividends may be restricted by Delaware law, which prohibits dividends unless paid out of surplus or net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Additionally, our outstanding notes payable ($393,500 as of December 31, 2024) do not contain covenants restricting dividends, but future debt agreements may impose such restrictions. There are no preferred stock dividend requirements that would limit common stock dividends. We have no plans to change our dividend policy at this time.

~~We do~~e) ~~not~~Equity ~~currently~~Compensation have an audit, compensation or nominating committee. Our Board of Directors, currently comprised of two members, is expected for the foreseeable future to act as a “committee of the whole” board and, as such, is not expected to have separate audit, compensation and nominating committees. Following the completion and effectiveness of this offering and after FINRA permits us to have our securities quoted and issues us a symbol, we intend to include one or more independent directors and intend to adopt a charter for each committee.Plans

~~The audit~~We ~~committee~~do ~~functions~~not ~~being~~currently ~~performed~~have byany ~~our~~equity ~~Board~~compensation ~~of Directors~~plans, ~~currently~~such ~~and~~as ~~for~~stock ~~the~~option ~~foreseeable~~plans ~~future~~or restricted stock plans, ~~requires~~under ~~the~~which ~~oversight and~~equity ~~primary~~securities ~~responsibility~~are authorized for ~~reviewing~~issuance ~~the~~to ~~services~~employees, ~~performed~~directors, byor ~~our~~consultants. ~~independent auditors~~Accordingly, ~~evaluating~~no ~~our~~summary ~~accounting~~table ~~policies~~is ~~and~~required ~~our system~~under Item 201(d) of ~~internal~~Regulation ~~controls~~S-K. Any future adoption of such plans will be disclosed in future filings as needed.

22Regulation S-X Financial Statements (+ Rule 3-05 & Article 11)

The ~~compensation~~ ~~committee~~unaudited ~~functions~~condensed ~~being~~financial ~~performed~~statements byas ~~our~~of ~~Board~~September of30, ~~Directors~~2025, ~~currently~~ and for the ~~foreseeable~~nine ~~future,~~months ~~requires~~ended ~~the~~September ~~oversight for~~30, ~~implementation~~2025, and ~~approvals~~2024, ofincluded ~~the~~in ~~compensation~~this ~~structure~~registration statement, ~~including~~have ~~all~~been ~~forms~~prepared ofin ~~compensation~~accordance with U.S. generally accepted accounting principles for interim financial information. In management’s opinion, ~~relating~~all tonecessary regular recurring adjustments for a fair presentation of our ~~directors~~financial ~~and~~position, ~~executive officers~~results of operations, and ~~periodically~~cash ~~reviewing~~flows ~~and~~have ~~approving~~been ~~any~~included. ~~long-term~~Operating ~~incentive~~results ~~compensation~~for orthe ~~equity~~nine ~~plans~~months ended September 30, ~~programs~~2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or ~~similar~~any ~~arrangements~~other period.

~~The nominating~~Our ~~committee~~independent ~~functions~~registered ~~being~~public ~~performed~~accounting byfirm ~~our~~has reviewed these unaudited interim financial statements in accordance with Public Company Accounting Oversight Board ofAuditing ~~Directors~~Standard No. 4105, ~~currently~~Reviews of Interim Financial Information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for ~~the~~financial ~~foreseeable~~and ~~future,~~accounting ~~requires~~matters. ~~selecting individuals~~It ~~qualified~~is tosubstantially ~~become~~less ~~our~~in ~~directors~~scope ~~and~~than an audit conducted in ~~determining~~accordance with the ~~composition~~standards of the Public Company Accounting Oversight Board ~~and~~(United ~~its~~States), ~~committees~~the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, the independent registered public accounting firm does not express such an opinion.

~~Compliance with~~Item ~~Section~~301 ~~16(a)~~— ofSelected ~~the~~Financial ~~Exchange Act.~~Data

~~Section 16(a)~~F-1 ofBalance ~~the~~Sheet ~~Securities~~F-2 ~~Exchange~~Statement ~~Act~~ of ~~1934~~Operations ~~requires~~F-3 ~~directors~~Statement ~~and executive officers and persons who beneficially own more than 10%~~ of aCash ~~registered~~Flows ~~class~~F-4 ofStatement ~~equity securities to file initial reports~~ of ~~ownership~~Changes ~~and reports of change~~ in ownership of common stock and other equity securities with the Commission. Since our inception, and for the foreseeable future, we have not had a class of equity securities registered under the Securities Exchange Act of 1934, as amended; therefore, compliance with Section 16(a) thereof by our officers and directors is not required. Once the Company becomes what is called a “Section 12” reporting company, our officers, directors and greater than 10% stockholders will be required by the CommissionStockholders’s ~~rules~~Equity ~~and~~F-5 ~~regulations~~Notes to ~~furnish~~Financial ~~us with copies of all Section 16(a) forms they file.~~Statements

~~Code~~ We are adopting amendments to modernize, simplify, and enhance specific financial disclosure requirements in Regulation S-K. Specifically, we are eliminating the requirement for Selected Financial Data, streamlining the disclosure of ~~Business~~Supplementary ~~Conduct~~Financial Information, and ~~Ethics~~amending Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”). These amendments aim to eliminate duplicative disclosures, modernize and enhance MD&A disclosures for investors’ benefit, and simplify compliance efforts for registrants.

~~We have~~26 ~~adopted~~Table ~~a code~~ of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.esportsentertainmentgroup.com. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website.Contents

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

• been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Disclosure of Commission Position on Indemnification of Securities Act Liabilities

Our directors and officers are indemnified as provided by the Delaware corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

EXECUTIVE COMPENSATION

The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our executive officers.

Name and Principal Position	Year		Salary	Bonus	Stock Awards	Option Awards	Other Annual Compensation	All Other Compensation	Total
Kinney McGraw,	2020	$	—	—	—	—	—	—	—
CEO and President	2019	$	—	—	—	—	—	—	—

Employment Agreements

None

Compensation-Setting Process/Role of Our Compensation Committee

During 2019, our board of directors was responsible for overseeing our executive compensation program, establishing our executive compensation philosophy, and determining specific executive compensation, including cash and equity. Our Compensation Committee considers one or more of the following factors when setting executive compensation, as further explained in the discussions of each compensation element below:

• the experiences and individual knowledge of the members of the committee regarding executive compensation, as we believe this approach helps us to compete in hiring and retaining the best possible talent while at the same time maintaining a reasonable and responsible cost structure;

• corporate and/or individual performance, as we believe this encourages our executive officers to focus on achieving our business objectives;

• the executive’s existing equity award and stock holdings; and

• internal pay equity of the compensation paid to one executive officer as compared to another — that is, that the compensation paid to each executive should reflect the importance of his or her role to the company as compared to the roles of the other executive officers, while at the same time providing a certain amount of parity to promote teamwork.

Executive Compensation Program Components

Base Salary

We provide base salary as a fixed source of compensation for our executive officers, allowing them a degree of certainty when having a meaningful portion of their compensation “at risk” in the form of equity awards covering the shares of a company for whose shares there has been limited liquidity to date. The compensation committee recognizes the importance of base salaries as an element of compensation that helps to attract highly qualified executive talent.

Base salaries for our executive officers were established primarily based on individual negotiations with the executive officers when they joined us and reflect the scope of their anticipated responsibilities, the individual experience they bring, the board members’ experiences and knowledge in compensating similarly situated individuals at other companies, our then-current cash constraints, and a general sense of internal pay equity among our executive officers.

The compensation committee does not apply specific formulas in determining base salary increases. In determining base salaries for 2018 for our continuing named executive officers, no adjustments were made to the base salaries of any of our named executive officers as the compensation committee determined, in their independent judgment and without reliance on any survey data, that existing base salaries, taken together with other elements of compensation, provided sufficient fixed compensation for retention purposes.

Outstanding Equity Awards at December 31, 2021

None

Stock Incentive Plan

The Company does not have any stock incentive plans

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding our voting shares beneficially owned as of June 30, 2022 and is based on 23,000,000 shares issued and outstanding, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of these tables, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of June 30, 2022. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of June 30, 2022 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each of the shareholders listed below is: 1900 E. Golf Road, Suite 950, Schaumburg, Illinois 60173.

Name and Address of Beneficial Owner	Number		Percent
Kinney McGraw (1)		6.326.333		27.5	%
All Officers and Directors as a group (five persons)
Chris Shefts (2)		4,116,667		17.9
John Keefe (3)		3,303,073		14.4
Nathan Griffin (3)		2,154,071		9.4
One Eyed Jack LLC		2,000,000		8.7
David and Vonya Currey		1,170,000		5.2
5% Beneficial Shareholders as a Group		11,170,000		55.4

* less than 1%

(1) Includes 6,326,333 shares owned by McGraw Capital Corporation

(2) Includes 2,000,000 shares owned by Esports Associates Corp. and 2,000,000 shares owned by Game Pros US Corp.

(3) Includes 2,000,000 shares owned by SBX LLC

(4) Includes 2,000,000 shares owned by GG Consultants LLC and 250,000 shares owned by Northwest Cedar Inc.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

The following is a description of each transaction since December 31, 2018 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and

• any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Our Company’s policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

Policy on Future Related-Party Transactions

All future transactions between us and our officers, directors, principal stockholders and their affiliates will be approved by the audit committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct and Ethics and our Related-Party Transaction Policies and Procedures.

DESCRIPTION OF CAPITAL STOCK

Introduction

In the discussion that follows, we have summarized selected provisions of our certificate of incorporation, bylaws and the Delaware Revised Statutes relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Delaware law and is qualified by reference to our certificate of incorporation and our bylaws. You should read the provisions of our certificate of incorporation and our bylaws as currently in effect for provisions that may be important to you.

The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

Voting Rights. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders.

Dividends. Subject to the rights of holders of the Preferred Stock, the holders of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of stock, and the holders of Preferred Stock shall not be entitled to participate in any such dividends (unless otherwise provided by the Board of Directors in any resolution providing for the issue of a series of Preferred Stock.)

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.

Absence of Other Rights or Assessments. Holders of common stock have no preferential, preemptive, conversion or exchange rights. There are no redemption or sinking fund provisions applicable to the common stock. When issued in accordance with our articles of incorporation and law, shares of our common stock are fully paid and not liable to further calls or assessment by us.

Preferred Stock.

Our Articles of Incorporation provide that up to 5,000,000, shares of Preferred Stock may be issued from time to time in one or more series. Our Board of Directors has the authority to fix and determine the number of shares constituting each such series and the relative rights, preferences, privileges and immunities, if any, as well as any qualifications, limitations or restrictions thereof, of the shares thereof, including the authority to fix and determine the dividend rights, dividend rates, conversion rights, voting rights and terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences of any wholly unissued series of preferred stock and to increase or decrease the number of shares of any outstanding series, without further vote or action by shareholders.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of holders of our common stock. Although our board of directors is required to make any determination to issue preferred stock based on its judgment as to the best interests of our shareholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval, except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Limitation on Directors’ Liability

The Delaware Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our Amended and Restated Bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our Amended and Restated Articles of Incorporation do not contain any limiting language regarding director immunity from liability.

The limitation of liability and indemnification provisions under the Delaware Revised Statutes and our Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Delaware Anti-Takeover Statute

We may be subject to Delaware’s Combination with Interested Stockholders Statute (Delaware Corporation Law Sections 78.411-78.444) which prohibits an “interested stockholder” from entering into a “combination” with the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s capital stock entitled to vote.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The consolidated balance sheet of Midnight Gaming Corporation for the years ended December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, have been audited by SR Choursiya and Co., an independent registered public accounting firm, as set forth in its report appearing herein and are included in reliance upon such report given on the authority of said firm as experts in accounting and auditing.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. For further information you may read a copy of the registration statement, including the exhibits and schedules, without charge at the SEC’s Public Reference Room; or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

8,657,277 Shares of Common Stock

MIDNIGHT GAMING CORPORATION

PROSPECTUS

July _, 2022

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The registrant estimates that expenses payable by the registrant in connection with the offering described in this Registration Statement will be as follows:

Securities and Exchange Commission registration fee $ Accounting fees and expenses * $ * Legal fees and expenses $ Transfer agent and registrar fees * $ * Printing expenses * $ * Miscellaneous * $ * Total $ *

* Estimated expenses.

Item 14. Indemnification of Directors and Officers

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

12,000,000 shares of common stock were issued during the year ended December 31, 2019.

11,000,0000 shares of common stock were issued during the year ended December 31, 2020.

The Company issued 150 shares of Class B Convertible Preferred Stock, each with a stated value of $1,000. Each share is convertible into common stock at a price equal to 70% of the price of the next qualifying offering. A Qualified Offering is the Company’s next bona fide sale of its preferred stock or common stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of relation transactions, which offering definitively sets a price per share of the Company’s common stock or preferred stock.

The Company issued 150 shares of Class C Convertible Preferred Stock, each with a stated value of $150. Each share is convertible into common stock equal to 0.005% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

The Company issued 1 share of Class D Convertible Preferred Stock, each with a stated value of $50,000. Each share is convertible into common stock equal to 2% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

The Company issued 2 shares of Class E Convertible Preferred Stock, each with a stated value of $50,000. Each share is convertible into common stock equal to 1% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed with this Registration Statement:

		Incorporated by Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1 (a)	Articles of Incorporation	1-A	3.1(a)	12/23/2016
3.1 (b)	Amendment to Articles of Incorporation	1-A	3.1(b)	12/23/2016
3.1 (c)	Amendment to Articles of Incorporation	DRS	3.1(c)	7/20/2021
3.2	Bylaws	1-A	3.2	12/23/2016
3.3	Certificate of Designation for the Class B Convertible Preferred Stock	DRS	3.3		X
3.4	Certificate of Designation for the Class C Convertible Preferred Stock	DRS	3.4		X
3.5	Certificate of Designation for the Class D Convertible Preferred Stock	DRS	3.5		X
3.6	Certificate of Designation for the Class E Convertible Preferred Stock	DRS	3.6		X
23.1	Consent of Independent Registered Public Accounting Firm				X

II-1

(b) Financial statement schedules.

All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(8) The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Kinney McGraw	Chief Executive Officer, Treasurer and Secretary	July 27, 2022
Kinney McGraw	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

II-3

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2021 and December 31, 2020	F-3
Condensed Consolidated Statements of Shareholders’ Deficit for the Years ended December 31, 2021 and 2020	F-4
Statement of Cash Flows for the Years ended December 31, 2021 and 2020	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6
Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	F-13
Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months ended March 31, 2022 and 2021	F-14
Condensed Consolidated Statements of Shareholders’ Deficit for the Period from January 1, 2021 to March 31, 2022	F-15
Statement of Cash Flows for the Three Months ended March 31, 2022 and 2021	F-16
Notes to Unaudited Condensed Consolidated Financial Statements	F-17

F-1

S R Chourasiya & Co Chartered Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Midnight Gaming Corporation

~~Opinion on~~Index ~~the~~to Financial Statements

~~We have~~Report ~~audited the accompanying balance sheets~~ of ~~Midnight~~Independent ~~Gaming~~Registered ~~Corporation~~Public ~~(The~~Accounting “Company”) as of December 31, 2021 and 2020 , and the related statements of operations, stockholders’ (deficit) equity, and cash flows for each of the years ended December 31, 2021 and December 31, 2020 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2021 and December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.Firm

~~The Company's~~F-1 ~~Ability~~Balance toSheet ~~Continue as a Going Concern~~

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed in~~of ~~Note 5 to the financial statements, the Company has an accumulated deficit, recurring losses, and relies on financing its working capital requirements through loans from a related party. At~~ December 31, ~~2021,~~2024 ~~these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's evaluation of the events~~ and ~~conditions~~2023 and management’s plans regarding these matters are also described in Note 5. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.(unaudited)

Basis for Opinion

	As of December 31, 2024		As of December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	345,979	$	428,489
Total Current Assets	$	345,979	$	428,489
Other Assets
Notes Receivable - Related Party	$	1,260,682	$	702,634
Total Other Assets	$	1,260,682	$	702,634
Total Assets	$	1,606,662	$	1,131,124
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	8,512	$	8,512
Accrued Expenses	$	51,086	$	26,586
Total Current Liabilities	$	59,598	$	35,098
Long-Term Liabilities
Notes Payable	$	3,935,000	$	393,500
Accrued Interest	$	174,944	$	141,724
Total Long-Term Liabilities	$	568,444	$	535,224
Total Liabilities	$	628,043	$	570,323
Stockholders’ Equity
Preferred stock (par $0.0001, 5,000,000 authorized, 450,000 shares issued and outstanding)	$	45	$	45
Common stock (par $0.00001, 100,000,000 authorized, 17,843,667 shares issued and outstanding)	$	178	$	178
Super Voting Preferred Stock	$	2,200	$	2,200
Warrants	$	312	$	232
Additional paid in capital	$	3,980,139	$	3,155,222
Net Income (Loss)	$	-406,593	$	-301,144
Retained Earnings	$	-2,597,587	$	-2,295,856
Total Stockholders’ Equity	$	978,619	$	560,801
Total Liabilities and Equity	$	1,606,662	$	1,131,124

~~These financial~~27 ~~statements~~Table ~~are the responsibility~~ of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Contents

~~We conducted~~F-2 ~~our~~Statement ~~audits in accordance with the standards~~ of ~~the~~Operations PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our audits~~For ~~included performing procedures to assess~~ the ~~risks~~Years ofEnded ~~material~~December ~~misstatement of the financial statements~~31, ~~whether~~2024 ~~due to error or fraud,~~ and ~~performing~~2023 procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.(unaudited)

We have served as the Company’s auditor since 2021.

	Year Ended December 31, 2024		Year Ended December 31, 2023
Revenue, net	$	10,705	$	0
Operating Expenses:
Advertising	$	27,767	$	0
Bank Charges	$	1,525	$	0
Computer & Internet	$	90	$	0
Consulting Fees	$	0	$	9,048
Dues & Subscriptions	$	14,931	$	0
Event expense	$	65,110	$	0
Insurance	$	21,113	$	0
Interest Expense	$	33,220	$	33,220
Legal & Professional Fees	$	57,292	$	93,968
Marketing	$	7,752	$	15,186
Meals and Entertainment	$	9,609	$	0
Office Expenses	$	26,660	$	0
Other General and Administrative Expenses	$	0	$	74,410
Promotional	$	15,000	$	0
Rent or Lease	$	37,286	$	0
Shipping and delivery expense	$	235	$	0
Subcontractors	$	31,671	$	0
Supplies	$	10,000	$	0
Telephone	$	914	$	0
Travel	$	64,757	$	75,311
Utilities	$	15,119	$	0
Total Operating Expenses	$	417,298	$	301,144
Net Operating Income (Loss)	$	-406,593	$	-301,144
Other Income (Expense)	$	0	$	0
Net Income (Loss)	$	-406,593	$	-301,144
Net Loss per Share, Basic and Diluted	$	0	$	0
Weighted Average Shares Outstanding, Basic and Diluted	$	17,843,667	$	23,020,000

Date: 04/25/2022		For: S R Chourasiya & Co
UDIN- 21112253AAAAAS1764
Place: Pune, India
		Chandan Chourasiya Partner PCAOB Reg No 6137

Table of Contents

F-23 Statement of Cash Flows

~~Midnight Gaming~~For ~~Corporation~~the Years Ended December 31, 2024 and 2023 (unaudited)

Balance Sheet

	Year Ended December 31, 2024		Year Ended December 31, 2023
OPERATING ACTIVITIES
Net Income (Loss)	$	-406,593	$	-301,144
Adjustments: Expenses accrued and payable		24,500	$	8,000
Net Cash Used in Operating Activities	$	-382,093	$	293,144
INVESTING ACTIVITIES	$	0	$	0
FINANCING ACTIVITIES
Accrued Interest	$	33,220	$	33,320
Additional Paid in Capital - Warrants	$	824,918	$	943,406
Loan Payable - McGraw Capital	$	-558,048	$	-439,960
Opening Balance Equity	$	-587	$	0
Warrants	$	80	$	94
Net Cash Provided by Financing Activities	$	299,583	$	536,759
Net Change in Cash	$	-82,510	$	243,616
Cash at Beginning of Period	$	428,490	$	184,875
Cash at End of Period	$	345,980	$	428,490

	As on			As on
	December 31			December 31
	2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	1,860		$	50,142
Total Assets	$	1,860		$	50,142
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	8,512		$	100,000
Accrued Expenses		18,586			18,586
Total Current Liabilities		27,098			118,586
Long-Term Liabilities
Loan Payable		33,124			343,803
Notes Payable		293,500			53,000
Accrued Interest		75,533			50,765
Total Long-Term Liabilities		402,157			447,568
Total Liabilities		429,255			566,154
Stockholders' deficit:
Preferred stock (par 0.0001, 303 shares issued and outstanding)		45			14
Common stock (par 0.0001, 100,000,000 shares authorized, and 23,000,000 issued and outstanding)		2,300			2,300
Warrants		12			—
Additional paid in capital		940,945			425,986
Net Income (Loss)		(427,562	)		(62,612	)
Retained Earnings		(944,314	)		(881,701	)
Total stockholders' deficit		(427,395	)		(516,013	)
TOTAL LIABILITIES AND DEFICIT	$	1,860		$	50,142

Table of Contents

~~See accompanying~~F-4 ~~notes~~Statement toof ~~financials.~~Changes in Stockholders’ Equity

~~F-3~~For the Year Ended December 31, 2024 (unaudited)

Midnight Gaming Corporation
	Preferred Stock			Common Stock			Super Voting Preferred		Warrants		Additional Paid in Capital		Net Income (Loss)		Retained Earnings		Total
Statement of Operations
Balance, December 31, 2023	$	45		$	178		$	2,200	$	232	$	3,155,222	$	-301,144	$	-2,295,856	$	560,802
	Year			Year
Equity Adjustment	$	0		$	0		$	0	$	0	$	0	$	0	$	-587	$	-587
	Ended			Ended
Warrants Issued	$	0		$	0		$	0	$	80	$	824,918	$	0	$	0	$	824,998
	December 31, 2021			December 31, 2020
Net Loss	$	0		$	0		$	0	$	0	$	0	$	-406,593	$	0	$	-406,593
Revenue, net	$	—		$	1,000
Retained Earnings Adjustment	$	0		$	0		$	0	$	0	$	0	$	301,144	$	-301,144	$	0
Operating Expenses:
Balance, December 31, 2024	$	45		$	178		$	2,200	$	312	$	3,980,139	$	-406,593	$	-2,597,587	$	978,619
Marketing	$	133,388		$	15,000
Legal and Professional Fees		41,689			1,615
Crowd Funding					—
Consulting Fees		51,604
Imputed Compensation Expense					15,000
Travel		44,786			2,100
Other general and administrative expenses		131,329			11,904
Total Operating Expenses		402,796			45,619
Loss from operations		(402,796	)		(44,619	)
Other Expenses
Interest expense	$	24,766		$	17,992
Net loss before income taxes		(427,562	)		(62,611	)
Provision for income taxes		—			—
Net loss	$	(427,562	)	$	(62,611	)
Loss per share - Basic & Diluted	$	(0.019	)	$	(0.003	)
Weighted average number of shares outstanding - Basic & Diluted		23,000,000			21,084,699

~~See accompanying~~30 ~~notes~~Table toof ~~financials.~~Contents

F-45 Notes to Financial Statements

~~Midnight Gaming~~December ~~Corp.~~31, 2024

Consolidated Statements of Stockholders’ Deficit

For the Years ended December 31, 2021 and 2020

	Common Stock				Preferred Stock				Warrants
	Shares		Amount		Shares		Amount		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity/(Deficit)
Beginning Balance as of January 1, 2020		12,000,000	$	1,200							$	269,001	$	(881,701	)	$	(611,500	)
Issuance of Common Stock for Services		11,000,000	$	1,100								—		—			1,100
Issuance of Preferred Stock						3	$	15				141,986					142,000
Executive Compensation												15,000					15,000
Net Income														(62,611	)		(62,611	)
Ending Balance as of December 31, 2020		23,000,000	$	2,300		3	$	15			$	425,987	$	(944,312	)	$	(516,011	)
Beginning Balance as of January 1, 2021		23,000,000	$	2,300		3	$	15	$	—	$	425,987	$	(944,312	)	$	(516,011	)
Issuance of Preferred Stock						300	$	30				299,970					300,000
Issuance of Warrants									$	12		214,988.50					215,000
Equity Adjustment														1,180			1,180
Net Income														(427,562	)		(427,562	)
Ending Balance as of December 31, 2021		23,000,000	$	2,300		303	$	45	$	12	$	940,945	$	(1,370,694	)	$	(427,393	)

See accompanying notes to financials.

F-5

Midnight Gaming Corporation

Statement of Cash Flows

	Twelve months			Twelve months
	ended			ended
	December 31, 2021			December 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(427,562	)	$	(62,611	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non Cash Compensation Expense		—			15,000
Change in Accounts Payable		(91,488	)		(100,000	)
Change in Accrued Expenses		—			—
Net cash used in operating activities		(519,050	)		(147,611	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	$	—		$	1,100
Issuance of preferred stock		30			142,000
Issuance of Warrants		12
Additional Paid in Capital		516,138			—
Opening Balance Equity Adjustment		—			—
Related party note proceeds received		(310,679	)		(16,377	)
Accrued Interest		24,767			17,992
Notes Payable		240,500			53,000
Net cash provided by financing activities		470,768			197,715
NET INCREASE IN CASH AND CASH EQUIVALENTS		(48,282	)		50,104
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	$	50,142			38.23
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	1,860		$	50,142
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	—		$	—
Income tax paid	$	—		$	—

See accompanying notes to financials.

F-6

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

NOTE 1: DESCRIPTION OF BUSINESS

Midnight Gaming Corporation (the “Company”) was incorporated in Delaware on October 11, 2016. It is still in ~~the~~ development ~~stage~~ and has nonot generated any significant revenue ~~until~~to ~~now~~date. The Company engages in acquiring income-producing business entities during the early stages of their business life cycle to enhance the acquisition business model, resulting in increased business activity, revenue, and valuation.

The Company engages in the business of acquiring income producing business entities during early stages of their respective business life cycle, to enrich the acquisitions business model to result in increased business activity, revenue, and valuation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

The financial statements of the Company for the period from January 1, 2021 to December 31, 2021 have been prepared in accordance with generally accepted accounting principles.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered as cash equivalents.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period they are determined.

Fair value of financial instruments and fair value measurements

For certain of the Company's financial instruments, including cash, accrued expenses and short-term debt, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, "Fair Value Measurements and Disclosures", which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

	Level 1:	Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;
	Level 2:	Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;
	Level 3:	Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

F-7

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

Revenue recognition

Revenue from sales of products and services is recognized when persuasive evidence of an arrangement exists, products have been shipped or services have been delivered to the customer, the price is fixed or determinable and collection is reasonably assured.

Stock-based compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and earned. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

Property, plant and equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are charged to expense as incurred. Expenditures for betterments and renewals are capitalized. The cost of property, plant and equipment and the related accumulated depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded in operations.

Intangible assets

Intangible assets with no determinable life are initially assessed for impairment upon purchase, with subsequent assessments required annually. When there is reason to believe that their values have been diminished or impaired, a write-down is recognized as necessary. Intangible assets with rights that expire over time are amortized over the time that the rights exist.

Income taxes

The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

F-8

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

As of December 31, 2021, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 30, 2021 or in computing its tax provision for 2021. Management has not yet filed any tax return. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally, for three years after they are filed.

Basic and diluted earnings per share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, warrants, and stock awards.

New Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) “ASU 2014-09”. ASU 2014-09 was subsequently amended by ASU No. 2016-10 and 2016-12. As amended, Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments to ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the pronouncement in its financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

NOTE 3: NOTE PAYABLE – RELATED PARTY

Since inception and until December 31, 2021 this Company is in receipt of $33,124 from the major shareholder of the Company, representing an unsecured note payable bearing interest at 5% per annum. The note along with accrued interest was due on December 31, 2017. The Company accrued interest expenses of $6,705 and paid no interest for the period. Subsequent to the year ended September 30, 2017, the note terms were amended. The note is now due on demand.

F-9

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

NOTE 4: INCOME TAXES

The Company had no income tax expense since inception until December 31, 2021. The blended Federal and State tax rates for the period of 0% applies to income before taxes. The tax effects of temporary differences that give rise to significant portions of deferred tax liabilities at December 31, 2021 are as follows:

Deferred tax liabilities:

Net loss before taxes	$	(427,562	)
Deferred tax		0
Less deferred tax asset on net operating loss		0
Net deferred tax liability	$	0

NOTE 5: GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $1,370,694 as of December 31, 2021. To date, the operations have been financed through the loans from related party and promissory notes.

In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. This company expects to raise capital as a source of financing the project plan. As of December 31, 2021, the Company had minimal operations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We anticipate that we will have to raise additional capital to fund operations in the next 3 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing involves substantial dilution to existing investors.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company received $33,124 during the period from October 11, 2016 (inception) to December 31, 2021 from the shareholder, who owns 27.5% of the shares of the Company, representing an unsecured note payable bearing interest at 5% per annum. Accrued interest of $57,471 is payable along with the principle on demand. No interest was paid until now. Loan repayments of $310,679 were made during the year. The note terms were amended subsequent to the year ended September 30, 2017. The note holder agrees to advance money to the company as needed and the note will be due on demand.

NOTE 7: STOCKHOLDERS’ EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with $0.0001 par. The initial issuance was 1,666, 667 shares for $200. On April 1, 2018 the Company canceled all 1,666,667 common shares and replaced them by issuing 2,000,000 new shares of common stock for par value of $0.0001 per share. The stockholder’s equity was retroactively restated to give effect to the change. On May 1, 2018 the company issued 10,000,000 new shares of common stock for par value of $0.0001 per share.

The company issued 11,000,000 shares of common stock for services rendered by consultants during 2020.

The Company imputed $15,000 during 2020 as compensation for the officer of the Company for the time spent in the Company and is recorded as a capital contribution to the Company.

F-10

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

Convertible Preferred Stock

The Company had one issuance of Preferred Stock Class D during 2020 at the value of the investment of $50,000. The Preferred Stock Class D issuance was issued at a par value of $0.0001 per share, which resulted in an increase in Preferred Stock Class D of $5 and Additional Paid in Capital – Preferred Stock $49,995. Each share is convertible into common stock equal to 2% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

The Company had two issuances of Preferred Stock Class E during 2020 at the value of the investment of $92,000. The Preferred Stock Class E issuance was issued at a par value of $0.0001 per share, which resulted in an increase in Preferred Stock Class E of $10 and Additional Paid in Capital – Preferred Stock $91,990. One issue was issued at a discount of $8,000 and the discount is reflected in the Additional Paid in Capital Account. Each share is convertible into common stock equal to 1% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

The Company had two issuances of Preferred Stock Class C during 2021 at the value of the investment of $150,000. The Preferred Stock Class C issuance was issued at a par value of $0.0001 per share, which resulted in an increase in Preferred Stock Class C of $15 and Additional Paid in Capital – Preferred Stock $149,985. Each share is convertible into common stock equal to 0.005% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions.

The Company had two issuances of Preferred Stock Class B during 2021 at the value of the investment of $150,000. The Preferred Stock Class B issuance was issued at a par value of $0.0001 per share, which resulted in an increase in Preferred Stock Class B of $15 and Additional Paid in Capital – Preferred Stock $149,985. Each share is convertible into common stock at a price equal to 70% of the price of the next qualifying offering. A Qualified Offering is the Company’s next bona fide sale of its preferred stock or common stock in excess of $4,000,000 in gross proceeds, in one transaction or a series of relation transactions, which offering definitively sets a price per share of the Company’s common stock or preferred stock.

Convertible Security

The Company entered into three agreements during 2020 in total of $53,000 that can be converted to common stock. Interest accrued on these convertible securities amounted to $7,162 as of December 31, 2021.

The Company entered into six agreements during 2021 in total of $240,500 that can be converted to common stock. Interest accrued on these convertible securities amounted to $11,700 as of December 31, 2021

Warrants

The Company entered into one warrant agreement for a common stock purchase in Q3 2021. The warrant is at the par value of $0.00001 and the investor has the option to purchase 500,000 shares at a strike price of $0.50/per share. This transaction has been classified a warrant on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrant is set to expire on June 30, 2026.

The Company entered into one warrant agreement for a common stock purchase in Q4 2021. The warrant is at the par value of $.0001 and the investor has the option to purchase 50,000 shares at a strike price of $0.15/per share. This transaction has been classified as a warrant on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrant is set to expire on October 20, 2026.

Equity Regrouping

In the prior year, the company reported Common Stock at $1,120 and an adjusting entry had to be made in 2021 to reflect the accurate balance of this account. As of December 31, 2020 and December 31 2021, there were 23 million shares of common stock issued at a par value of $0.0001. The balance as of December 31, 2020 and December 31, 2021 for Common Stock is reported as $2,300.

In the prior year, the company presented Preferred Stock at the value of the investment made by the shareholder rather than at the par value of $0.0001 the Preferred Stock. The total balance of the Preferred Stock reported in the prior year was $142,000. The company posted an adjusting entry related to Stockholder’s Equity to accurately reflect the Preferred Stock and Additional Paid-In Capital Accounts. The adjusting entries provide the reader of the financial statements a concise value associated to these accounts. The balance as of December 31, 2020 for Preferred Stock is now reported as $15 and the Additional Paid in Capital associated to Preferred Stock is $141,985.

Except the regrouping of accounts, these adjustments did not impact the financial statements in any manner.

F-11

Midnight Gaming Corporation

Notes to Financial Statements

December 31, 2021

NOTE 8: SPONSORSHIPS

The company no longer sponsors a gaming team and therefore has led to a reduction in player’s winning expense. The company last sponsored a gaming team in 2019.

NOTE 9: SUBSEQUENT EVENTS

• There have been no significant subsequent events since the balance sheet date.

F-12

Balance Sheet

	As on			As on
	March 31			December 31
	2022			2021
ASSETS
Current Assets
Cash and cash equivalents	$	6,002		$	1,860
Total Assets	$	6,002		$	1,860
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	8,511		$	8,512
Accrued Expenses		18,586			18,586
Total Current Liabilities		27,097			27,098
Long-Term Liabilities
Loan Payable		—			33,124
Notes Payable		393,500			293,500
Accrued Interest		83,398			75,533
Total Long-Term Liabilities		476,898			402,157
Total Liabilities		503,995			429,255
Stockholders' deficit:
Preferred stock (par 0.0001, 303 shares issued and outstanding)		45			45
Common stock (par 0.0001, 100,000,000 shares authorized, and 23,000,000 issued and outstanding)		2,300			2,300
Warrants		12			12
Additional paid in capital		940,945			940,945
Net Income (Loss)		(41,473	)		(427,562	)
Retained Earnings		(1,370,696	)		(944,314	)
Total stockholders' deficit		(468,866	)		(427,395	)
TOTAL LIABILITIES AND DEFICIT	$	35,128		$	1,860

See accompanying notes to financials.

F-13

Midnight Gaming Corporation

Statement of Operations

	Three Months			Year
	Ended			Ended
	March 31, 2022			March 31, 2021
Revenue, net	$	—		$	—
Operating Expenses:
Marketing	$	4,905		$	107,485
Legal and Professional Fees		16,000			12,365
Consulting Fees		923			14,720
Travel		1,405			17,116
Other general and administrative expenses		10,373			50,043
Total Operating Expenses		33,606			201,729
Loss from operations		(33,606	)		(201,729	)
Other Expenses
Interest expense	$	7,867		$	—
Net loss before income taxes		(41,473	)		(201,729	)
Provision for income taxes		—			—
Net loss	$	(41,473	)	$	(201,729	)
Loss per share - Basic & Diluted	$	(0.002	)	$	(0.009	)
Weighted average number of shares outstanding - Basic & Diluted		23,000,000			21,084,699

See accompanying notes to financials.

F-14

Midnight Gaming Corp.

Consolidated Statements of Stockholders’ Deficit

For the Period from January 1, 2021 to March 31, 2022

	Common Stock				Preferred Stock				Warrants
	Shares		Amount		Shares		Amount		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity/(Deficit)
Beginning Balance as of January 1, 2021		23,000,000	$	2,300		3	$	15	$	—	$	425,986	$	(944,312	)	$	(516,011	)
Issuance of Preferred Stock						300	$	30				299,970					300,000
Issuance of Warrants									$	12		214,989					215,000
Equity Adjustment														1,180			1,180
Net Income														(427,562	)		(427,562	)
Ending Balance as of December 31, 2021		23,000,000	$	2,300		303	$	45	$	12	$	940,945	$	(1,370,694	)	$	(427,393	)
Ending Balance as of January 1. 2022		23,000,000	$	2,300		303	$	45	$	12	$	940,945	$	(1,370,694	)	$	(427,393	)
Net Income														(41,473	)		(41,473	)
Ending Balance as of December 31, 2021		23,000,000	$	2,300		303	$	45	$	12	$	940,945	$	(1,412,169	)	$	(468,868	)

See accompanying notes to financials.

F-15

Midnight Gaming Corporation

Statement of Cash Flows

	Three months			Three months
	ended			ended
	March 31, 2022			March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(41,473	)	$	(201,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in Accounts Payable		—			(20,000	)
Net cash used in operating activities		(41,473	)		(221,729	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock	$	—		$	23
Additional Paid in Capital-Preferred Stock		—			224,977
Opening Balance Equity Adjustment		—			1,180
Related party note proceeds received		(62,252	)		13,500
Accrued Interest		7,867			—
Notes Payable		100,000			37,500
Net cash provided by financing activities		45,615			277,180
NET INCREASE IN CASH AND CASH EQUIVALENTS		4,142			55,451
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	$	1,860			50,142
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	6,002		$	105,593
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	—		$	—
Income tax paid	$	—		$	—

See accompanying notes to financials.

F-16

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2022

NOTE 1: DESCRIPTION OF BUSINESS

Midnight Gaming Corporation (the “Company”) was incorporated in Delaware on October 11, 2016. It is still in the development stage and has no revenue until now.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization The financial statements of the Company for the period from January 1, 2024, to December 31, 2024, have been prepared in accordance with generally accepted accounting principles.

The financial statements of the Company for the period from January 1, 2022 to March 31, 2022 have been prepared in accordance with generally accepted accounting principles.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered as cash equivalents.

Use of estimates

Fair value of financial instruments and fair value measurements

For certain of the Company'’s financial instruments, including cash, accrued expenses and short-term debt, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, "“Fair Value Measurements and Disclosures"”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "“Financial Instruments," ” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). ~~The three levels of valuation hierarchy are defined as follows:~~

	Level 1:	Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;
	Level 2:	Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;
	Level 3:	Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

The three levels of valuation hierarchy are defined as follows:

~~F-17~~· Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority; · Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability; · Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

~~Midnight Gaming~~31 ~~Corporation~~Table of Contents

Notes to Financial Statements

March 31, 2022

Revenue recognition

Stock-based compensation

Property, plant and equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets., ~~Repairs~~generally ~~and~~3 ~~maintenance are charged~~ to ~~expense~~7 ~~as incurred~~years. ~~Expenditures~~There ~~for~~were ~~betterments and~~no ~~renewals~~significant ~~are capitalized. The cost of~~ property, plant and equipment ~~and~~as ~~the~~of ~~related~~December ~~accumulated~~31, ~~depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded in operations~~2024.

~~Intangible assets~~NOTE 3: GOING CONCERN

~~Intangible assets~~The ~~with~~accompanying nofinancial ~~determinable~~statements ~~life~~have ~~are~~been ~~initially~~prepared ~~assessed~~assuming ~~for~~the ~~impairment~~Company ~~upon~~will ~~purchase~~continue as a going concern. As of December 31, ~~with~~2024, ~~subsequent~~the ~~assessments~~Company ~~required~~incurred ~~annually~~losses of $406,593 and has an accumulated deficit of $2,597,586. ~~When~~ ~~there~~The isCompany ~~reason~~has limited cash resources and will require additional funding to ~~believe~~meet ~~that~~its ~~their~~obligations ~~values~~and ~~have~~operate ~~been~~effectively. ~~diminished~~These orconditions ~~impaired,~~raise asubstantial ~~write-down~~doubt isabout ~~recognized~~the Company’s ability to continue as ~~necessary~~a going concern. ~~Intangible assets~~The ~~with~~financial ~~rights~~statements ~~that~~do ~~expire~~not ~~over~~include ~~time~~any ~~are~~adjustments ~~amortized~~that ~~over~~might result from the ~~time~~outcome ~~that~~of ~~the~~this ~~rights~~uncertainty. ~~exist~~Management’s plans to mitigate this include this offering and acquisitions.

~~Income taxes~~NOTE 4: RELATED PARTY TRANSACTIONS

The Company ~~utilizes~~has ~~FASB~~notes ~~Accounting~~receivable ~~Standards~~from ~~Codification~~related ~~(ASC)~~parties ~~Topic~~totaling ~~740~~$1, ~~Income Taxes~~260,682 ~~which~~as ~~requires recognition~~ of ~~deferred~~December ~~tax~~31, ~~assets and~~2024, ~~liabilities~~primarily ~~for~~from ~~the~~McGraw ~~expected future tax consequences of events that were included in the financial statements or tax returns. Under this method~~Capital, ~~deferred~~non-interest-bearing ~~income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets~~ and ~~liabilities~~due ~~and their financial reporting amounts at each period end based~~ on ~~enacted~~demand. ~~tax~~Loan ~~laws~~payables ~~and statutory tax rates applicable~~ to ~~the~~related ~~periods~~parties ~~in which the differences~~ are ~~expected~~offset toagainst ~~affect~~notes ~~taxable~~receivable ~~income. Valuation allowances are established, when necessary,~~ to ~~reduce~~provide ~~deferred~~a ~~tax~~net ~~assets to the amount expected to be realized~~result.

~~ASC 740~~NOTE ~~provides~~5: accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.DEBT

FThe Company has promissory notes totaling $393,500 from various lenders, including Tadysco Partners ($200,000), Sky Rockit ($50,000), and others, with accrued interest of $174,945. These are long-18term, low or non-interest-bearing, due in 2025-2026.

~~Midnight Gaming~~32 ~~Corporation~~Table of Contents

~~Notes to~~NOTE ~~Financial~~6: ~~Statements~~EQUITY

~~March 31,~~Common ~~2022~~ Stock

~~As of~~The ~~March 31, 2022, the~~ Company ~~had~~is ~~not~~authorized ~~taken~~to ~~any~~issue ~~significant uncertain tax positions on its tax returns for period ended March 31~~100,000,000 ~~2022 or~~shares inof ~~computing~~common ~~its~~stock ~~tax~~with ~~provision~~a ~~for~~par ~~2022.~~value ~~Management~~of ~~has not yet filed any tax return~~$0.00001 ~~The~~per ~~Company is subject to examination by U~~share.~~S. Federal~~ ~~and~~As ~~State~~of ~~tax~~September ~~authorities~~9, ~~from~~2025, ~~inception~~there towere ~~present~~17, ~~generally~~843,667 ~~for~~shares ~~three~~issued ~~years~~and ~~after they are filed~~outstanding.

~~Basic and~~Preferred ~~diluted earnings per share~~Stock

New Accounting Pronouncements

Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the pronouncement in its financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

NOTE 3: NOTE PAYABLE – RELATED PARTY

Since inception and until March 31, 2022 this Company is due $29,126 from the major shareholder of the Company, representing an unsecured note payable bearing interest at 5% per annum. The note along with accrued interest was due on December 31, 2017. No interest was accrued in Q1 2022. Subsequent to the year ended September 30, 2017, the note terms were amended. The note is now due on demand.

NOTE 4: INCOME TAXES

The Company had no income tax expense since inception until March 31, 2022. The blended Federal and State tax rates for the period of 0% applies to income before taxes. The tax effects of temporary differences that give rise to significant portions of deferred tax liabilities at March 31, 2022 are as follows:

F-19

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2022

Deferred tax liabilities:

Net loss before taxes	$	(41,475	)
Deferred tax		0
Less deferred tax asset on net operating loss		0
Net deferred tax liability	$	0

NOTE 5: GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $1,412,169 as of March 31, 2022. To date, the operations have been financed through the loans from related party and promissory notes.

In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. This company expects to raise capital as a source of financing the project plan. As of March 31, 2022, the Company had minimal operations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company is due $29,126 during the period from October 11, 2016 (inception) to March 31, 2022 from the shareholder, who owns 27.5% of the shares of the Company, representing an unsecured note payable bearing interest at 5% per annum. During Q1 2022, the balance shifted from a liability to a loan receivable. Accrued interest of $57,470 is payable along with the principle on demand. No interest was accrued for Q1 2022. No interest was paid until now. The note terms were amended subsequent to the year ended September 30, 2017. The note holder agrees to advance money to the company as needed and the note will be due on demand.

NOTE 7: STOCKHOLDERS’ EQUITY

The company issued 11,000,000 shares of common stock for services rendered by consultants during 2020.

The Company imputed $15,000 during 2020 as compensation for the officer of the Company for the time spent in the Company and is recorded as a capital contribution to the Company.

F-20

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2022

Convertible Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with $0.0001 par.

The Company had one issuance of Preferred Stock Class D during 2020 at ~~the~~an investment value of ~~the investment of~~ $50,000. The Preferred Stock Class D ~~issuance~~ was issued at a par value of $0.0001 per share, ~~which~~resulting ~~resulted~~ in an increase in Preferred Stock Class D of $5 and Additional Paid in Capital – Preferred Stock of $49,995. Each share is convertible into common stock equal to 2% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions. As of September 9, 2025, 50,000 shares outstanding.

The Company had two issuances of Preferred Stock Class E during 2020 at ~~the~~an investment value of ~~the investment of~~ $92,000. The Preferred Stock Class E issuance was issued at a par value of $0.0001 per share, which resulted in an increase in Preferred Stock Class E of $10 and Additional Paid in Capital – Preferred Stock $91,990. One issue was issued at a discount of $8,000 and the discount is reflected in the Additional Paid in Capital Account. Each share is convertible into common stock equal to 1% of the issued and outstanding shares of common stock of the Company as of the date of the conversion instructions. As of September 9, 2025, 100,000 shares outstanding.

Super Voting Preferred Stock

22,000,000 shares issued to McGraw affiliates, with 10 votes per share, providing majority control.

Warrants

The Company entered into ~~one~~a warrant agreement for a common stock purchase. The warrant is at the par value of $0.00001, and the investor has the option to purchase 500,000 shares at a strike price of $0.50/per share. This transaction has been classified as a warrant on the balance sheet, and the amount over the par value is classified in the Additional Paid in Capital account. The warrant is set to expire on June 30, 2026.

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During 2022, the Company entered into twenty-two warrant agreements for a common stock purchase. The warrants are at the par value of $0.0001, and the investors have the option to purchase shares at a strike price of between $0.50/share and $0.75/share. These transactions have been classified as warrants on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrants are set to expire 5 years from the date of the agreements.

During 2023, the company entered into twenty-six warrant agreements for a common stock purchase. The warrant is at a par value of $0.0001 and the investors have the option to purchase shares of a strike price between $0.50/share and $0.75/share. These transactions have been classified as warrants on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrants are set to expire 5 years from the date of the agreements.

During 2024, the company entered into eight warrant agreements for a common stock purchase. The warrants are at a par value of $0.0001 and the investors have the option to purchase shares of a strike price between $0.50/share and $0.75/share. These transactions have been classified as warrants on the balance sheet, and the amount over the par value is classified in the Additional Paid in Capital account. The warrants are set to expire 5 years from the date of the agreements.

Equity Reclassification

In the prior year, the company reported Common Stock at $1,120 and an adjusting entry had to be made in 2021 to reflect the accurate balance of this account. As of December 31, 2020, and December 31, 2021, there were 23 million shares of common stock issued at a par value of $0.0001. The balance for Common Stock as of December 31, 2020, and December 31, 2021, ~~for Common Stock~~ is reported as $2,300. In the prior year, the company presented Preferred Stock at the value of the investment made by the shareholder rather than at the par value of $0.0001

In Preferred Stock. The total balance of the Preferred Stock reported in the prior year was $142,000. ~~the~~The company ~~presented~~posted an adjusting entry related to Stockholders’ Equity to accurately reflect the Preferred Stock atand ~~the~~Additional ~~value~~Paid-In ofCapital ~~the~~Accounts. ~~investment~~The ~~made~~adjusting byentries provide the ~~shareholder~~reader ~~rather~~of ~~than~~the atfinancial ~~the~~statements ~~par~~a concise value of ~~$0.0001~~associated ~~the~~to ~~Preferred~~these ~~Stock~~accounts. The ~~total~~ balance as of ~~the~~December 31, 2020, for Preferred Stock is now reported inas $15, and the ~~prior~~Additional ~~year~~Paid ~~was~~in Capital associated with Preferred Stock is $~~142~~141,~~000~~985. Except for the regrouping of accounts, these adjustments did not impact the financial statements in any manner.

The company posted an adjusting entry related to Stockholder’s Equity to accurately reflect the Preferred Stock and Additional Paid-In Capital Accounts. The adjusting entries provide the reader of the financial statements a concise value associated to these accounts. The balance as of December 31, 2020 for Preferred Stock is now reported as $15 and the Additional Paid in Capital associated to Preferred Stock is $141,985.

Except the regrouping of accounts, these adjustments did not impact the financial statements in any manner.

F-21

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2022

NOTE 8: SPONSORSHIPS

The company no longer sponsors a gaming team, ~~and~~which ~~therefore~~ has led to a reduction in ~~player~~players’s winning ~~expense~~expenses. The company last sponsored a gaming team in 2019.

NOTE 9: ~~SUBSEQUENT~~MEDIA ~~EVENTS~~PRODUCTION EXPENSES

•The ~~There~~company ~~have~~incurred ~~been~~$520,000 noin ~~significant~~media ~~subsequent~~production ~~events~~expenses ~~since~~during the ~~balance~~quarter ~~sheet~~in ~~date~~2022. The company producing the documentary and media advertising assets is a related party.

~~F-22~~NOTE 10: SUBSEQUENT EVENTS

After the balance sheet date, the Company entered into negotiations to acquire a media company based in Canada. No definitive agreement has been executed, and the proposed transaction remains subject to due diligence and customary approvals.

Other than the matter described above, the Company is not aware of any subsequent events that require recognition or additional disclosure in these financial statements.

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Item 302 — Supplementary Financial Information

There have been no retrospective changes to the statements of comprehensive income for any quarters within the two most recent fiscal years (ended December 31, 2024, and 2023) or subsequent interim periods (through September 30, 2025) that are material, either individually or in the aggregate. Accordingly, no additional explanations or summarized quarterly financial information reflecting such changes are required under Item 302(a) of Regulation S-K.

Item 303 — MD&A

a) Summary

As of December 31, 2024, we had minimal revenue of $10,705 from event income and a net loss of $406,593. Our total assets were $1,606,662, including cash of $345,980 and notes receivable from related parties of $1,260,682. Total liabilities were $628,043, primarily consisting of promissory notes in the amount of $393,500 and accrued interest of $ 234,543. Stockholders’ equity was $978,619, supported by additional paid-in capital of $3,980,139 from preferred stock, common stock, and warrants. As of September 9, 2025, we had 17,843,667 shares of common stock issued and outstanding, 450,000 shares of preferred stock across various classes, and 22,000,000 shares of super-voting preferred stock held primarily by affiliates.

We operate in a development stage with no significant revenue generation yet, relying on equity financings, warrants, and related-party loans for funding. Our strategy involves using proceeds from this offer to fund acquisitions and operations.

b) Results of Operations

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenue. For the year ended December 31, 2024, we generated revenue of $10,705 from events income, compared to $0 in 2023. This initial revenue reflects early activities in our entertainment segment but remains minimal as we focus on acquisitions.

Operating Expenses. Operating expenses increased to $417,298 in 2024 from $301,144 in 2023, primarily due to higher legal and professional fees ($57,292 vs. $93,968 in the prior year), travel ($64,756), event expenses ($65,110), and interest expense ($33,220). These costs relate to acquisition pursuits, platform development, and administrative overhead. As a percentage of revenue, operating expenses were significantly higher in 2024 due to a low revenue base.

Net Loss. Net loss was $406,593 in 2024, compared to $301,144 in 2023, driven by increased operating expenses amid limited revenue. We expect operating expenses to grow as we complete and integrate acquisitions; however, following integration, we anticipate revenue growth driven primarily by the OshKosh Arena and the GTV platform.

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c) Liquidity and Capital Resources

As of December 31, 2024, we had cash of $345,980, down from higher prior balances due to operating cash use of $382,093. Net cash from financing was $299,583, primarily from warrants and related-party adjustments.

Our primary capital needs include funding acquisitions (e.g., OshKosh Arena estimated at $10 million, TGS Esports Inc. at $3 million), GTV development ($5 million), and working capital. We have $628,043 in liabilities, including long-term promissory notes of $393,500 bearing interest (accrued $174,945). Related-party notes receivable of $1,260,682 provide liquidity support but are offset by payables. The cap table as of September 9, 2025, shows 17,843,667 common shares outstanding, with significant affiliate control via 22,000,000 super-voting preferred shares.

This offering will provide up to $25 million in net proceeds, sufficient for near-term needs, but additional financing may be required for diversification into energy, automotive, finance, and real estate. Without successful revenue from acquisitions, we may face liquidity constraints. Our going concern opinion highlights these risks.

d) Off-Balance Sheet Arrangements

As of December 31, 2024, we have no off-balance sheet arrangements.

e) Critical Accounting Policies

Our financial statements are prepared in accordance with U.S. GAAP. Critical policies include revenue recognition (upon delivery and collectability), equity instruments (fair value for warrants and preferred, with 450,000 preferred shares outstanding as of September 9, 2025), and related-party transactions (disclosed at fair value). Use of estimates involves revenue, impairments, and stock-based compensation. Changes in assumptions could impact reported results.

Item 304 — Changes in and Disagreements with Accountants

During our two most recent fiscal years ended December 31, 2024 and 2023, and through the subsequent interim period to November 19, 2025. There has been no resignation (or indication of decline to stand for re-election) or dismissal of an independent accountant engaged as the principal accountant to audit our financial statements, nor any such event involving an independent accountant engaged to audit a significant subsidiary on whom the principal accountant expressed reliance in its report. Accordingly, there are no disagreements or reportable events to disclose under Item 304(a) of Regulation S-K, and no former accountant’s letter is required as an exhibit under Item 601(b)(16) of Regulation S-K.

Item 305 — Quantitative and Qualitative Market Risk

a) Quantitative and Qualitative Disclosures About Market Risk

We are a development-stage company with limited operations and financial instruments primarily consisting of cash equivalents, related-party notes receivable, and fixed-rate notes payable. We do not engage in trading activities, hold derivative financial instruments, or have exposure to foreign currencies, commodities, or equities. Our primary market risk exposure is limited to interest rate risk on our non-trading portfolio, which we consider immaterial based on the fixed-rate nature of our debt and receivables. We have elected to use the tabular presentation alternative under Item 305(a)(1)(i) of Regulation S-K for quantitative disclosures, as it is the most appropriate given our simple financial structure. There are no material changes in our market risk exposures compared to prior periods.

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b) Quantitative Information About Market Risk

We categorize our market risk-sensitive instruments as entered into for purposes other than trading (we have no trading portfolio). The following table presents our exposure to interest rate risk as of December 31, 2024 (our latest fiscal year-end), in U.S. dollars (our reporting currency). All instruments are fixed rate, so fair value changes due to interest rate fluctuations would primarily affect the notes receivable (if rates decrease, fair value increases) and notes payable (if rates decrease, fair value decreases). However, we hold these to maturity and do not intend to sell, so realized impacts are minimal. There is no material exposure to foreign currency exchange rate risk (all transactions in USD), commodity price risk, or other market risks (e.g., equity price risk).

Instrument Category	Carrying Amount	Interest Rate	Maturity	Fair Value (Level 2)
Assets (Other Than Trading)
Cash and cash equivalents	$345,980	Variable (minimal yield)	On demand	$345,980
Notes receivable - related party	$1,260,682	Assumed fixed (terms not specified; no interest income recognized)	Not specified (long-term)	Approx. $1,260,682 (carrying value approximates fair value due to related-party nature)
Liabilities (Other Than Trading)
Notes payable	$393,500	Fixed (approx. 8.4% based on annual interest expense of $33,220)	Not specified (long-term)	Approx. $393,500 (carrying value approximates fair value per financial notes)
Accrued interest	$174,945	N/A	Payable with notes	$174,945

A hypothetical 100 basis point increase in interest rates as of December 31, 2024, would have no material impact on our net loss or cash flows, as our debt is fixed rate and receivables do not generate interest income. We have no variable-rate instruments sensitive to rate changes.

c) Qualitative Information About Market Risk

(i) Primary Market Risk Exposures. Our primary exposure is to interest rate risk from fixed-rate notes payable ($393,500 at approximately 8.4% implied rate) and related-party notes receivable ($1.26 million, assumed to be non-interest-bearing or fixed-rate, with no income recognized). We have no exposure to foreign currency (all operations in USD), commodities (no holdings or operations), or equities (no investments). Cash equivalents are held in low-yield accounts with minimal rate sensitivity.

(ii) How Exposures Are Managed. We manage interest rate risk through fixed-rate financing to provide predictability in interest expense, avoiding variable-rate debt. Objectives include minimizing financing costs while supporting development activities. We do not use derivatives, hedges, or other risk-management instruments because the exposures are not material. General strategies focus on maintaining liquidity via related-party arrangements and monitoring cash flows.

(iii) Changes in Exposures or Management. There have been no material changes in our primary market risk exposures or management approach compared to the year ended December 31, 2023, or what is expected in future periods. Notes payable remained stable at $393,500, with consistent interest accrual. Related-party receivables increased due to ongoing advances, but no new risks emerged. We anticipate similar limited exposures as we pursue acquisitions.

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Item 401 — Directors, Executive Officers, and Governance

Ken McGraw - Chief Executive Officer, President, and Director

Ken McGraw has over 25 years of experience in corporate finance and banking in increasingly responsible positions. Licensed as a mortgage banker and mortgage broker, Mr. McGraw began his finance career in real estate in retail sales, becoming over time the founder of 4M Financial, LLC, a nationwide mortgage and finance firm employing a professional staff of more than one hundred. He is also the former founder of Excellent Funding, Inc., a multi-state banking operation across the Midwest and South. In 1997, Mr. McGraw began his career in finance as a loan officer in Lemont, Illinois with JVS Financial Corporation. Mr. McGraw founded 4M Financial in Orland Park, Illinois. He grew a mortgage-broker startup into a successful regional residential and commercial finance company, developing skills as a sales and operations manager. In 2001, Mr. McGraw was recruited to develop an inside sales team for a then multi-billion-dollar nationwide mortgage lending company, Fremont Invest & Loan Corporation. From 2001-2006, Mr. McGraw used the company’s nationwide lending platform to reach clients in all 50 states and, within five business days, proved the inside sales model a success. In 2006, Mr. McGraw founded Excellent Funding, Inc., in Orland Park, Illinois, and Miami, Florida, and developed a successful mortgage lending business spanning multiple states. In 2008, McGraw founded Tiger Capital Management Inc., a banking and finance consulting firm. From 2008 to date, Mr. McGraw has helped his clients build successful business operations in the areas of banking, finance, mortgage and real estate. He has broad experience in turning underperforming businesses into profitable enterprises.

	·	Board Independence - The board must ultimately have a majority of independent directors (as defined in Rule 5605(a)(2)), but for IPOs, this can be phased in within one year of the listing date.
	·	Audit Committee: - Must eventually have at least three independent directors. For IPOs, phase-in allows at least one independent member by the listing date; at least two within 90 days of the registration statement’s effective date; and all three within one year.
	·	Compensation Committee - Must eventually have at least two independent directors. For IPOs, phase-in allows at least one independent member no later than the earlier of the IPO closing or five business days from the listing date; a majority independent within 90 days of the listing date; and fully independent within one year.

Item 402 — Executive Compensation

a) Executive Compensation

As an emerging growth company and smaller reporting company, we have elected to comply with the reduced compensation disclosure requirements available under the JOBS Act and Item 402 of Regulation S-K. Accordingly, the following disclosure covers compensation for our principal executive officer (and up to two other executive officers if compensated above certain thresholds) for our two most recent fiscal years (ended December 31, 2024 and 2023). We currently have only one executive officer, Kinney L. McGraw, who serves as our Chief Executive Officer, President, and sole director. No other individuals served as executive officers during these periods, and no executive received total compensation exceeding $100,000 in either year.

b) Summary Compensation Table

The following table summarizes the compensation earned by or paid to our named executive officer for the fiscal years ended December 31, 2024, and 2023. We did not pay any cash salaries, bonuses, or other compensation during these periods. Compensation, if any, was imputed as a capital contribution based on time spent managing the Company, consistent with our development-stage status.

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Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Kinney L. McGraw	2024	$	-	$	-	$	-	$	-	$	-	$	-		0	(1)	$	-
Chief Executive Officer and President	2023	$	-	$	-	$	-	$	-	$	-	$	-		0	(1)	$	-

No perquisites or other personal benefits were provided that exceeded $10,000 in aggregate. Mr. McGraw did not receive any reimbursement for business expenses beyond ordinary course travel and office-related costs, which are included in our general expense categories. In prior years (e.g., 2020), we imputed $15,000 in compensation for Mr. McGraw’s services, recording it as a capital contribution; however, no such imputation was made in 2023 or 2024, as his services were provided without cash compensation due to our limited resources and development-stage operations.

c) Narrative to Summary Compensation Table

We are a development-stage company with no revenues before 2024 (and minimal revenue of $10,705 in 2024) and have not paid any cash compensation to our executive officer during the last two fiscal years. Mr. McGraw has devoted significant time to our business without receiving a salary, bonus, or equity awards, as we prioritize conserving cash for operational needs and potential acquisitions. We have no employment agreements, severance arrangements, or change-in-control provisions with Mr. McGraw. Future compensation decisions will be made by our Board of Directors (currently consisting solely of Mr. McGraw) based on our financial condition, performance, and market conditions. We do not currently provide retirement benefits, health insurance, or other perquisites to executives.

d) Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2024, there were no outstanding equity awards (e.g., stock options, restricted stock, or other equity incentives) held by our named executive officer. We do not have any equity compensation plans, and no awards have been granted.

e) Compensation Philosophy and Governance

Our compensation philosophy aligns executive pay with our long-term objectives as a development-stage company, emphasizing resource conservation while attracting and retaining the talent necessary for growth. Given our limited operations and financial resources, compensation has historically been minimal or non-cash. We do not currently use performance-based metrics, peer benchmarks, or external consultants for compensation decisions, as our scale does not warrant such practices.

Compensation governance is handled directly by our Board of Directors, which currently consists of a single member (Mr. McGraw) and has no separate compensation committee. As we grow and add independent directors in compliance with Nasdaq listing requirements (including phase-in periods for IPOs), we intend to establish a compensation committee composed of independent directors to oversee executive compensation, including review of risks related to our programs. Currently, our compensation practices pose minimal risk of encouraging excessive risk-taking, as there are no incentive-based elements. We have not conducted a formal risk assessment, but believe our simple structure mitigates material risks.

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Regarding claw-back policies, as an emerging growth company, we are not yet subject to the requirements of Section 10D of the Securities Exchange Act of 1934 (as implemented by the Dodd-Frank Act). However, we intend to adopt a claw-back policy compliant with applicable Nasdaq and SEC rules upon listing and upon issuance of final regulations. Currently, we have no such policy in place, as we have not paid incentive compensation to claw back.

f) Director Compensation

The following table summarizes compensation paid to our directors for the fiscal year ended December 31, 2024. We currently have only one director, Mr. McGraw, who also serves as our sole executive officer and did not receive any additional compensation for his Board service.

Name

Fees Earned or

Paid in Cash ($)

Stock

Awards ($)

Option

Awards ($)

Non-Equity Incentive

Plan Compensation ($)

Nonqualified Deferred

Compensation Earnings ($)

All Other

Compensation ($)

Total

($)

Kinney L. McGraw

We do not have a formal director compensation policy. Non-employee directors (of which we currently have none) would be eligible for reimbursement of reasonable expenses incurred in attending Board meetings. Upon adding independent directors to comply with Nasdaq governance requirements, we expect to implement a director compensation program, which may include cash retainers, equity grants, or other elements, subject to shareholder approval if required. No such program was in place during 2024.

Item 403 — Security Ownership of Certain Beneficial Owners and Management

a) Security Ownership of Certain Beneficial Owners and Management

The following table sets forth specific information regarding the beneficial ownership of our common stock as of October 8, 2025 (the “Determination Date”), by:

	·	each person or group of persons known by us to beneficially own more than 5% of our outstanding common stock;
	·	each of our named executive officers;
	·	each of our directors; and
	·	all of our current executive officers and directors as a group.

The information presented in the table is based on 17,843,667 shares of common stock outstanding as of the Determination Date (per the capitalization table provided). Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible securities exercisable or convertible within 60 days of the Determination Date are deemed outstanding for computing the percentage ownership of the person holding the options, warrants, or convertible securities but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated in the footnotes below, we believe, based on the information furnished to us and the capitalization table, that the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

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Unless otherwise noted, the business address of each beneficial owner listed in the table is c/o Midnight Gaming Corporation, 1900 E. Golf Road, Suite 950, Schaumburg, Illinois 60173.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class
5% Stockholders
One Eyed Jack LLC (1)		2,000,000		11.2	%
GG Consultants		2,000,000		11.2	%
Esports Associates		2,000,000		11.2	%
SBX Esports (2)		2,000,000		11.2	%
Game Pros		2,000,000		11.2	%
David and Vonya Currey		1,170,000		6.6	%
John Keefe		1,053,073		5.9	%
Brian Williams		1,000,000		5.6	%
Carmel, Milazzo & Feil, LLP		1,000,000		5.6	%
Named Executive Officers and Directors
Kinney L. McGraw (Chief Executive Officer, President, and Director) (3)		100,000		0.6	%
All executive officers and directors as a group (1 person)		100,000		0.6	%

Notes

(1) Hilary Marx has voting and dispositive power over the shares held by One Eyed Jack LLC (consistent with prior disclosures).

(2) The capitalization table lists “SBX Esports,” which is assumed to be the same as “SBX LLC” from prior records, controlled by Nathan Giffin.

(3) Mr. McGraw is our sole executive officer and director. The table reflects his direct ownership of common stock as listed in the capitalization table (undersole He may also beneficially own additional shares through family members (e.g., Connor McGraw: 100,000 common; Lori McGraw: 100,000 common) under community property or control rules, but such attribution is not confirmed and not included here.

The percentages are calculated based on 17,843,667 shares of common stock issued and outstanding as of September 9, 2025 (the date of the provided capitalization table, which is the most recent available; no material changes are known through the Determination Date). There are no options or warrants exercisable within 60 days of the Determination Date included in the calculations above, as the capitalization table reflects issued shares only, and no such exercisable securities held by the listed persons are specified.

Our outstanding warrants (approximately 3,122,500 underlying shares based on prior financial statements) are not attributed to specific holders in the capitalization table. They are assumed not exercisable within 60 days for these purposes.

Additionally, our preferred stock (including Classes B, C, D, E, and Super Voting Preferred) is convertible into common stock at the holder’s option. Still, conversion terms are percentage-based (e.g., a fixed percentage of outstanding common per share or series) rather than a fixed number of shares. Due to the variable and dilutive nature of these terms, the exact number of underlying common shares is not determinable without assuming conversion scenarios. It is thus not included as beneficially owned in the table above. Upon conversion, such preferred stock could result in significant additional beneficial ownership for those holders.

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b) Control and Arrangements

Although Mr. McGraw’s beneficial ownership of common stock is minimal, he effectively controls the Company through his direct and indirect ownership of Super Voting Preferred stock (5,000,000 shares personally, plus 12,000,000 shares held by McGraw Capital, an entity he controls, and 5,000,000 shares held by Connor McGraw, a family member). The Super Voting Preferred stock provides enhanced voting rights (terms not fully specified but implied to be “super” voting, such as multiple votes per share), allowing him to control a majority of the voting power on matters submitted to stockholders, including the election of directors and approval of significant corporate transactions. We are not aware of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company. There are no voting agreements, shareholders’ agreements, or other arrangements among our stockholders that could affect the voting of shares or control of the Company beyond the preferred stock rights described. Our Certificate of Incorporation authorizes additional undesignated preferred stock (“blank check” preferred), which the Board could issue with terms that could affect control, but no such series has been issued with material control features as of the Determination Date.

a) Certain Relationships and Related Transactions

In accordance with Item 404 of Regulation S-K, the following describes transactions since the beginning of our last fiscal year (January 1, 2024) in which we were or are to be a participant, the amount involved exceeded or is expected to exceed $120,000, and a related person (as defined in Item 404(a), including our directors, executive officers, beneficial owners of more than 5% of our common stock, or their immediate family members) had or will have a direct or indirect material interest. Kinney L. McGraw, our Chief Executive Officer, President, and sole director, is the only related person involved in such transactions during this period.

b) Advances to Related Party (Notes Receivable - Related Party)

We have made ongoing advances to McGraw Capital Corporation, an entity controlled by Mr. McGraw, which are recorded as Notes Receivable - Related Party on our balance sheet. These advances are used to support related business activities and are provided on an as-needed basis without a formal promissory note, fixed repayment schedule, or interest accrual (no interest income has been recognized). The advances are considered long-term and are not secured.

	·	Amount and Terms: During the year ended December 31, 2024, we advanced approximately $558,047 to McGraw Capital Corporation, increasing the outstanding balance from $702,635 as of December 31, 2023, to $1,260,682 as of December 31, 2024. No repayments were made during this period. The advances carry no stated interest rate, maturity date, or collateral, and repayment is expected when funds are available from the related party’s operations. Mr. McGraw has a direct material interest in these transactions as the controlling person of McGraw Capital Corporation.

	·	Review and Approval Process: As a development-stage company with a sole director (Mr. McGraw), these transactions were approved by Mr. McGraw in his capacity as the Board of Directors. There was no independent review or arms-length negotiation due to the Company’s limited governance structure at the time. The advances were made to support aligned business interests and were deemed in the Company’s best interest based on Mr. McGraw’s assessment.

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No other related-person transactions exceeding $120,000 occurred during this period or are currently proposed. In prior years (e.g., 2022), we incurred $520,000 in Media Production Expenses with a related party, but this predates the last fiscal year.

c) Policies and Procedures for Related-Party Transactions

We do not currently have a formal, written policy or procedure for the identification, review, and approval or ratification of related-party transactions as required by Item 404(b) of Regulation S-K. Given our status as a development-stage company with a single executive officer and director (Mr. McGraw), related-party transactions have historically been identified through Mr. McGraw’s knowledge of our operations and relationships. Such transactions are reviewed and approved by the Board of Directors (currently consisting solely of Mr. McGraw) on a case-by-case basis, taking into account factors such as the terms compared to third-party alternatives (if applicable), potential conflicts of interest, and benefits to the Company. We recognize that this structure may present conflicts, as Mr. McGraw has interests in certain related entities (e.g., McGraw Capital Corporation).

Upon completion of this offering and listing on Nasdaq, we intend to establish an Audit Committee composed of independent directors (in accordance with phase-in periods for initial public offerings under Nasdaq rules). This committee will adopt a written policy for related-party transactions, requiring advance review and approval of any transaction involving related persons that exceeds $120,000 (or the applicable threshold). The policy will mandate disclosure of potential conflicts, evaluation of fairness (potentially with input from independent advisors), and documentation. Until then, we will continue to rely on our sole director’s judgment, with full disclosure in our filings.

Item 407 – Corporate Governance

In accordance with Item 407 of Regulation S-K, we provide the following information regarding corporate governance. As an emerging growth company and smaller reporting company, we are subject to scaled disclosure requirements and Nasdaq’s phase-in periods for governance compliance upon listing.

Item 407(a) - Director Independence Disclosures

a) Director Independence

Pursuant to Item 407(a) of Regulation S-K, we are required to disclose whether each director and director nominee is independent under the independence standards of the Nasdaq Capital Market (the exchange on which we have applied to list our common stock) and the basis for such determinations. Our Board of Directors currently consists of a single member: Kinney L. McGraw, who also serves as our Chief Executive Officer and President. The Board has determined that Mr. McGraw does not qualify as an “independent director” under Nasdaq Listing Rule 5605(a)(2), as he is an executive officer of the Company and has material relationships with the Company, including control over significant entities (e.g., McGraw Capital Corporation) that engage in transactions with us (as disclosed under “Certain Relationships and Related Transactions”).

We currently have no other directors or nominees. As a controlled company (due to Mr. McGraw’s effective control via Super Voting Preferred stock) and an emerging growth company undergoing an initial public offering, we are eligible for certain exemptions and phase-in periods under Nasdaq rules. However, we do not currently intend to rely on the controlled company exemption for board or committee independence upon listing. Instead, we plan to appoint at least two additional independent directors prior to or upon the closing of this offer to facilitate compliance with phase-in requirements.

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The Board (or, once formed, the Nominating and Corporate Governance Committee) will determine director independence based on Nasdaq Listing Rule 5605(a)(2), which defines an independent director as a person other than an executive officer or employee of the Company or any other individual having a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This determination will consider all relevant facts and circumstances, including:

	·	Whether the director has been an employee of the Company or its subsidiaries within the last three years;

	·	Whether the director or an immediate family member has received more than $120,000 in direct compensation from the Company (other than director fees or pension/retirement benefits) within the last three years;

	·	Whether the director or an immediate family member is a current partner or employee of the Company’s internal or external auditor, or was within the last three years;

	·	Whether the director or an immediate family member is employed as an executive officer of another entity where any of our executive officers serve on that entity’s compensation committee;

	·	Whether the director is affiliated with a company that has a material business relationship with us (e.g., payments exceeding the greater of $200,000 or 5% of the recipient’s gross revenues); and

	·	Other relationships that could impair independence, such as interlocking directorships or significant charitable contributions.

No categorical exclusions apply beyond Nasdaq standards. We have no current relationships or transactions (beyond those disclosed under Item 404) that would preclude independence for potential nominees.

b) Committee Independence Standards

We do not currently have any Board committees, as our Board consists of a single member. Upon listing on Nasdaq and in accordance with phase-in periods for IPOs (Nasdaq Listing Rule IM-5605-6), we intend to establish the following committees with the specified independence requirements:

	·	Audit Committee. Will consist of at least three members, all of whom must be independent under Nasdaq Rule 5605(c)(2)(A), which incorporates Rule 10A-3 under the Securities Exchange Act of 1934. This requires that members not accept consulting, advisory, or compensatory fees from the Company (other than director fees) and not be affiliated persons. Phase-in: At least one independent member by the listing date; at least two within 90 days of the effective date of this registration statement; and all three within one year. At least one member must qualify as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K.

	·	Compensation Committee. The committee will consist of at least two members, all independent under Nasdaq Rule 5605(d)(2), which requires consideration of compensation sources and affiliations with the Company. Phase-in: At least one independent member no later than the earlier of the closing of this offering or five business days from the listing date; a majority independent within 90 days of listing; and fully independent within one year.

	·	Nominating and Corporate Governance Committee. If established (not required by Nasdaq but recommended), it will consist entirely of independent directors under Nasdaq Rule 5605(e), with similar phase-in periods.

Committee charters will outline these standards and require annual independence reviews. Until committees are formed, the full Board handles these functions. We believe these plans will ensure compliance with Nasdaq governance requirements within the permitted timeframes.

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Item 407(e)(4) - Compensation committee

Compensation Committee: Must eventually have at least two independent directors. For IPOs, phase-in allows at least one independent member no later than the earlier of the IPO closing or five business days from the listing date; a majority independent within 90 days of the listing date; and fully independent within one year. Midnight will satisfy this requirement during the required time period.

Item 11A. Material Changes.

Since the Registrant is not electing to incorporate information by reference pursuant to General Instruction VII of Form S-1 (as this is an initial registration statement and the Registrant is not a reporting company under the Exchange Act with a latest Form 10-K), Item 11A is not applicable. All material information regarding the Registrant’s affairs is described in this registration statement.

Item 12. Incorporation of Certain Information by Reference.

The Registrant is not electing to incorporate information by reference pursuant to General Instruction VII of Form S-1 for the documents described in Item 12(a), as it is not currently a reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has no annual report on Form 10-K or other reports filed pursuant to those sections.

However, as a smaller reporting company (as defined in Rule 405 under the Securities Act of 1933, as amended), the Registrant elects to incorporate by reference information filed after the effective date of this registration statement pursuant to Item 12(b). All documents subsequently filed by the Registrant in accordance with Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, before the termination of the offering, shall be deemed to be incorporated by reference into the prospectus contained in this registration statement.

The Registrant will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus. The Registrant will provide these reports or documents upon written or oral requests at no cost to the requester.

Requests should be directed to: Midnight Gaming Corporation, Attention: Chief Executive Officer, 1900 E. Golf Road, Suite 950, Schaumburg, Illinois 60173, Telephone: (888) 525-0010.

The incorporated reports and other documents may also be accessed on the Registrant’s website at www.midnightgtv.com (if available) or through the SEC’s website as described below.

The Registrant files reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses (other than underwriting discounts and commissions) expected to be incurred by us in connection with the issuance and distribution of the securities registered hereby. All amounts are estimates except for the SEC registration fee and the Nasdaq listing fee. The Registrant will bear all such expenses, as no securities are being offered for the account of security holders.

Item	Amount
SEC registration fee	$	3,827.50
Nasdaq Capital Market listing fee	$	80,000.00
Legal fees and expenses	$	400,000.00
Accounting fees and expenses	$	150,000.00
Printing and engraving expenses	$	30,000.00
Transfer agent and registrar fees	$	15,000.00
Blue sky fees and expenses	$	15,000.00
Miscellaneous expenses	$	20,000.00
Total	$	713,827.50

Item 14. Indemnification of Directors and Officers

Midnight Gaming Corporation (the “Company”) is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee, or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

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Our Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (unlawful dividends or stock repurchases), or (iv) for any transaction from which the director derived an improper personal benefit.

Our Bylaws provide for indemnification of our directors and officers to the maximum extent permitted by the DGCL. Specifically, we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at our request as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company (and, with respect to criminal proceedings, had no reasonable cause to believe the conduct was unlawful). For actions by or in the right of the Company, indemnification is limited to expenses (including attorneys’ fees). It requires court approval if the person is judged liable to the Company. We are required to indemnify successful defendants to the extent of their expenses. Advancement of expenses is permitted upon receipt of an undertaking to repay if indemnification is not ultimately available.

We have not entered into separate indemnification agreements with our directors or officers. We do not currently maintain directors’ and officers’ liability insurance, but we intend to obtain such insurance following the completion of this offering, subject to availability and cost considerations.

These provisions and arrangements are intended to provide our directors and officers with protection against personal liability for actions taken in their corporate capacities, encouraging them to serve without undue concern for personal financial exposure. However, indemnification is not available for violations involving bad faith, intentional misconduct, or knowing violations of law, as prohibited by DGCL § 145. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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Item 15. Recent Sales of Unregistered Securities

The Registrant has made sales of unregistered securities within the past three years (from October 8, 2022, to the present). All such sales consisted of warrants to purchase common stock and were conducted as private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (transactions not involving a public offering), and/or Rule 506(b) of Regulation D thereunder (sales to accredited investors without general solicitation). The warrants were issued to a limited number of investors (fewer than 35 per year, all believed to be accredited based on representations) for cash consideration, and no underwriters or commissions were involved. No securities were re-acquired, issued in exchange for property/services/other securities, or resulted from modifications of outstanding securities during this period. Specific per-transaction details (e.g., exact dates, purchaser names, and individual consideration) are not itemized in our records because the issuances were aggregated for financial reporting. They are summarized below by year based on our audited financial statements.

	·	2024 (January 1 to December 31, 2024). Issued eight warrant agreements to purchase an aggregate of approximately 800,000 shares of common stock (based on par value increase of $80 at $0.0001 per underlying share). Strike prices ranged from $0.50 to $0.75 per share; warrants expire 5 years from issuance dates. Aggregate consideration: Approximately $800,000 (reflected as an increase in Additional Paid-in Capital, net of par value).
	·	2023 (full year). Issued 26 warrant agreements to purchase an aggregate of approximately 943,500 shares of common stock (based on par value increase of $94.35). Strike prices ranged from $0.50 to $0.75 per share; warrants expire 5 years from issuance dates. Aggregate consideration: Approximately $943,500.
	·	2022 (from October 8 to December 31, 2022). Issued a portion of the 22 warrant agreements for the year (exact number in Q4 not specified, but pro-rated based on annual total). Aggregate underlying shares for full 2022: Approximately 1,379,000 (based on year-end par value of $137.9); Q4 portion estimated at 25% or ~345,000 shares. Strike prices ranged from $0.50 to $0.75 per share; warrants expire 5 years from issuance dates. Aggregate consideration for full 2022: Approximately $1,379,000; Q4 portion ~$345,000.

No other unregistered sales (e.g., common or preferred stock issuances) occurred within the three years based on our records. The cap table as of September 9, 2025, reflects cumulative historical ownership but does not indicate new issuances since October 2022 beyond the warrants described.

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Item 16. Exhibits

(a). General Exhibits

Table Index

1)		Underwriting Agreement
2)		Plan of Acquisition
3.1)		Articles of Association
3.2)		By laws
4.1)		Specimen Common Stock Certificate
4.2)		Description of Capital Stock
5)		Legality Opinion
9)		Voting Trust Agreement
10)		Material Contracts
13)		Annual report to security holders, Form 10–Q or quarterly report to security holders
21)		Subsidiaries of the Recipient
22)		Subsidiary Guarantors
23)		Consents of Experts and Counsel
24)		Power of Attorney
25)		Statement of Eligibility of Trustee
107)		Calculation of Filing Fees

(b). Exhibits for Regulation S-X (17 CFR Part 210)

Regulation S-X (17 CFR Part 210) Financial Statement Schedules

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Item 17. Undertakings

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales of securities are being made, a post- effective amendment to this registration statement to:

	a)	Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	b)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

	c)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a sell er to the purchaser and will be considered to offer or sell such securities to such purchaser:

	a)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	b)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	c)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

	d)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Schaumburg, State of Illinois, on the 19^th November 2025.

	Kinney L. McGraw
	(Registrant)
	Kinney L. McGraw Chief Executive Officer

	/s/ Kinney L. McGraw
	CEO
	By (Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	/s/ Kinney L. McGraw
	(Signature)

	Kinney L. McGraw
	Chief Executive Officer
	(Title)
	November 20, 2025
	(Date)

Instructions.

1.	The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer and by at least a majority of the board of directors or persons performing similar functions. If the registrant is a foreign person, the registration statement shall also be signed by its authorized representative in the United States. Where the registrant is a limited partnership, the registration statement shall be signed by a majority of the board of directors of any corporate general partner signing the registration statement. If the securities to be registered on this Form will be issued by a special purpose acquisition company, as such term is defined in Item 1601 of Regulation S-K, or another shell company in connection with a de-SPAC transaction, as such term is defined in Item 1601 of Regulation S-K, the term “registrant” for purposes of this instruction and the Signatures section of this form also includes the target company, as such term is defined in Item 1601 of Regulation S-K, except that in connection with any de-SPAC transaction involving the purchase of assets or a business, with respect to the purchase of assets or a business, the term “registrant” also includes the seller of the business or assets.

2.	The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement. Attention is directed to Rule 402 concerning manual signatures and to Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney.

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Item 16 (b). Exhibits for Regulation S-X (17 CFR Part 210)

Regulation S-X (17 CFR Part 210) Financial Statement Schedules

a) Schedule I—Condensed financial information of registrant.

The following tables present selected financial data for the periods and as of the dates indicated. The statements of operations data for the years ended December 31, 2024, and 2023, and the balance sheet data as of December 31, 2024, are derived from our audited financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of future performance. You should read this summary financial information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our accompanying financial statements and notes included in this prospectus.

	Year Ended December 31,
	2024			2023
	(unaudited)
Statement of Operations Data:
Revenue, net	$	10,705		$	0
Total operating expenses		417,298			301,144
Net loss	$	(406,593	)	$	(301,144	)
Net loss per share, basic and diluted	$	(0.02	)	$	(0.013	)
Weighted average shares outstanding, basic and diluted		17,843,667			17,843,667

	As of December 31, 2024
	Actual		As Adjusted (1)
Balance Sheet Data:
Cash and cash equivalents	$	345,980	$	25,000,000
Total assets	$	1,606,662	$	26,606,662
Total liabilities	$	628,043	$	628,043
Stockholders’ equity (deficit)	$	978,619	$	25,978,619

Note 1 - The “As Adjusted” balance sheet data reflect the sale of 5,000,000 shares of our common stock in this offering at an assumed price of $5.00 per share, net of estimated underwriting discounts, commissions, and offering expenses payable by us. If the assumed offering price were increased or decreased by $1.00 per share (with the number of shares unchanged), cash and cash equivalents, total assets, and stockholders’ equity would each increase or decrease by approximately $5.0 million on a net basis. Likewise, if the number of shares offered were increased or decreased by 1,000,000 shares (holding the assumed $5.00 price constant), cash and cash equivalents, total assets, and stockholders’ equity would each increase or decrease by approximately $5.0 million, after deducting estimated underwriting discounts, commissions, and offering expenses payable by us.

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b) Schedule II—Valuation and qualifying accounts

MIDNIGHT GAMING CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts		Deductions		Balance at End of Period
Year Ended December 31, 2024
Allowance for doubtful accounts	$	0	$	0	$	0	$	0	$	0
Valuation allowance for deferred tax assets	$	0	$	0	$	0	$	0	$	0
Year Ended December 31, 2023
Allowance for doubtful accounts	$	0	$	0	$	0	$	0	$	0
Valuation allowance for deferred tax assets	$	0	$	0	$	0	$	0	$	0
Year Ended December 31, 2022
Allowance for doubtful accounts	$	0	$	0	$	0	$	0	$	0
Valuation allowance for deferred tax assets	$	0	$	0	$	0	$	0	$	0

c) Schedule III—Real estate and accumulated depreciation

Schedule III is not applicable, as the Registrant is not engaged in the business of acquiring and holding real estate or interests in real estate for investment, and no such assets are reflected in the financial statements.

d) Schedule IV—Mortgage loans on real estate

Schedule IV is not applicable, as the Registrant does not have investments in mortgage loans on real estate, and no such assets are reflected in the financial statements.

e) Schedule V—Supplemental Information Concerning Property-casualty Insurance Operations

Schedule V is not applicable, as the Registrant, its subsidiaries, and 50%-or-less-owned equity basis investees have no liabilities for property-casualty insurance claims, and no such reserves are reflected in the financial statements.

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Midnight Gaming Corporation

Balance Sheet

As on March 31, 2024

	As on			As on
	March 31, 2024			March 31, 2023
ASSETS	(unaudited)			(unaudited)
Current Assets
Cash and cash equivalents	$	250,504		$	131,972
Total Current Assets		250,504			131,972
Other Assets
Notes Receivable - Related Party		851,135			344,872
Total Other Assets		851,135			344,872
Total Assets	$	1,101,639		$	476,843

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	8,512		$	8,511
Accrued Expenses		26,587			18,586
Total Current Liabilities		35,099			27,097
Long-Term Liabilities
Loan Payable		-			-
Notes Payable		393,500			393,500
Accrued Interest		150,030			116,810
Total Long-Term Liabilities		543,530			510,310
Total Liabilities		578,628			537,407
Stockholders' deficit:
Preferred stock (par 0.0001, 4,420,000,000 issued and outstanding)		45			45
Common stock (par 0.0001, 100,000,000 shares authorized, and 23,002,000 issued and outstanding)		2,302			2,302
Warrants		237			147
Additional paid in capital		3,205,217			2,307,007
Net Income (Loss)		(87,790	)		(74,208	)
Retained Earnings		(2,597,000	)		(2,295,856	)
Total stockholders' deficit		523,012			(60,563	)

TOTAL LIABILITIES AND DEFICIT	$	1,101,639		$	476,843

F-1

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Midnight Gaming Corporation

Statement of Operations

For the Period of January 1, 2024 through March 31, 2024

	Three			Three			Three
	Months			Months			Months
	Ended			Ended			Ended
	3/31/2024			3/31/2023			3/31/2022
	(unaudited)			(unaudited)			(unaudited)
Revenue, net	$	-		$	-		$	-

Operating Expenses:
Marketing	$	1,973		$	4,559		$	4,905
Legal and Professional Fees		7,192			3,744			16,000
Consulting Fees		4,565			8,439			923
Travel		21,980			23,680			1,405
Other general and administrative expenses		43,775			25,480			10,373
Total Operating Expenses		79,485			65,903			33,606

Loss from operations		(79,485	)		(65,903	)		(33,606	)

Other Expenses
Interest expense	$	8,305		$	8,305		$	7,867
Net loss before income taxes		(87,790	)		(74,208	)		(41,473	)
Provision for income taxes		-			-			-
Net loss	$	(87,790	)	$	(74,208	)	$	(41,473	)
Loss per share
Basic & Diluted	$	(0.004	)	$	(0.003	)	$	(0.002	)
Weighted average number of shares outstanding
Basic & Diluted		23,020,000			23,020,000			23,000,000

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Midnight Gaming Corporation

Statement of Cash Flows

For the period of January 1, 2024 through March 31, 2024

	Three months			Three months			Three months
	ended			ended			ended
	3/31/2024			3/31/2023			3/31/2022
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(87,790	)	$	(74,208	)	$	(41,473	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non Cash Compensation Expense		-			-			-
Change in Accounts Payable		-			-			-
Change in Accrued Expenses		-			-			-

Net cash used in operating activities		(87,790	)		(74,208	)		(41,473	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	$	-		$	-		$	-
Issuance of preferred stock								-
Issuance of Warrants		5			10			-
Additional Paid in Capital								-
Additional Paid in Capital - Preferred Stock								-
Additional Paid in Capital - Warrants		49,995			95,190			-
Opening Balance Equity Adjustment								-
Related party note proceeds received		(148,500	)		(82,200	)		(62,252	)
Accrued Interest		8,305			8,305			7,867
Notes Payable								100,000
Net cash provided by financing activities		(90,195	)		21,305			45,615

NET INCREASE IN CASH AND CASH EQUIVALENTS		(177,985	)		(52,903	)		4,142

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		428,489			184,875			1,860

CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	250,504		$	131,972		$	6,002

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-

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Midnight Gaming Corporation

Statement of Changes in Stockholders' Equity/Deficit

For the Period of January 1, 2024 to March 31, 2024

											Additional					Total
	Common Stock				Preferred Stock				Warrants		Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Amount		Capital		Deficit			Equity/ (Deficit)

Beginning Balance as of January 1, 2023		23,020,000	$	2,302	$	303	$	45	$	138		2,211,816.10		(2,295,856	)		(81,555	)
Issuance of Warrants										94		943,406					943,500
Net Income														(301,144	)		(301,144	)
Ending Balance as of December 31, 2023		23,020,000	$	2,302		303	$	45	$	232	$	3,155,222	$	(2,597,000	)	$	560,802
Beginning Balance as of January 1, 2024		23,020,000	$	2,302	$	303	$	45	$	232		3,155,222		(2,597,000	)		560,802
Issuance of Warrants										5		49,995.00					50,000
Net Income														(87,790	)		(87,790	)
Ending Balance as of March 31, 2024		23,020,000	$	2,302		303	$	45	$	237	$	3,205,217	$	(2,684,790	)	$	523,012

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Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

NOTE 1: DESCRIPTION OF BUSINESS

Midnight Gaming Corporation (the “Company”) was incorporated in Delaware on October 11, 2016. It is still in the development stage and has no revenue until now.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

The financial statements of the Company for the period from January 1, 2024 to March 31, 2024 have been prepared in accordance with generally accepted accounting principles.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered as cash equivalents.

Use of estimates

Fair value of financial instruments and fair value measurements

For certain of the Company’s financial instruments, including cash, accrued expenses and short-term debt, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

	Level 1:	Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;
	Level 2:	Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;
	Level 3:	Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

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Table of Contents

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

Revenue recognition

Stock-based compensation

Property, plant and equipment

Intangible assets

Income taxes

As of March 31, 2024, the Company had not taken any significant uncertain tax positions on its tax returns for period ended March 31, 2024 or in computing its tax provision for 2024. Management has not yet filed any tax return. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally, for three years after they are filed.

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Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

Basic and diluted earnings per share

New Accounting Pronouncements

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

NOTE 3: NOTE RECEIVABLE – RELATED PARTY

Since inception and until March 31, 2024 this Company is due $851,135 from the major shareholder of the Company. During Q1 2022, the balance shifted from a liability to a loan receivable. The note along with accrued interest was due on December 31, 2017. No interest was accrued in Q1 2024. Subsequent to the year ended September 30, 2017, the note terms were amended. The note is now due on demand.

NOTE 3A: NOTE PAYABLE – NON-RELATED PARTY

The company entered into three notes payable bearing an interest rate of 12% during 2020 in the aggregate amount of $53,000. As of March 31, 2024, these three note payable have accrued interest in the amount of $21,472.

The company entered into five notes payable bearing an interest rate of 12% during 2021 in the aggregate amount of $140,500. As of March 31, 2024, these five notes payable have accrued interest in the amount of $48,731.

A note payable bearing an interest rate at 5% per annum was entered into on January 18, 2022 in the amount of $100,000. The note payable will be due on or after October 25, 2022. As of March 31, 2024, the note has accrued interest of $12,154. This note is in addition to a note that was entered into with the same party in 2021 in the amount of $100,000. Interest accrued on this portion of the note payable is $11,003 as of March 31, 2024.

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Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

NOTE 4: INCOME TAXES

The Company had no income tax expense since inception until March 31, 2024. The blended Federal and State tax rates for the period of 0% applies to income before taxes. The tax effects of temporary differences that give rise to significant portions of deferred tax liabilities at March 31, 2024 are as follows:

Deferred tax liabilities:

Net loss before taxes	$	(87,790	)

Deferred tax		0

Less deferred tax asset on net operating loss		0

Net deferred tax liability	$	0

NOTE 5: GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $2,684,790 as of March 31, 2024. To date, the operations have been financed through the loans from related party and promissory notes.

In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. This company expects to raise capital as a source of financing the project plan. As of March 31, 2024, the Company had minimal operations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company is due $851,135 during the period from October 11, 2016 (inception) to March 31, 2024 from the shareholder, who owns 27.5% of the shares of the Company, representing an unsecured note payable bearing interest at 5% per annum. During Q1 2022, the balance shifted from a liability to a loan receivable. Accrued interest of $57,470 is payable along with the principle on demand. No interest was accrued for Q1 2024. No interest was paid until now. The note terms were amended subsequent to the year ended September 30, 2017. The note holder agrees to advance money to the company as needed and the note will be due on demand.

NOTE 7: STOCKHOLDERS’ EQUITY

The company issued 11,000,000 shares of common stock for services rendered by consultants during 2020.

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Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

The Company imputed $15,000 during 2020 as compensation for the officer of the Company for the time spent in the Company and is recorded as a capital contribution to the Company.

The Company issued 20,000 shares of Common Stock at a par value of $0.0001 to a shareholder during Q3 2022.

Convertible Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with $0.0001 par.

Warrants

During 2021, the Company entered into one warrant agreement for a common stock purchase. The warrant is at the par value of $0.0001 and the investor has the option to purchase 500,000 shares at a strike price of $0.50/per share. This transaction has been classified a warrant on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrant is set to expire on June 30, 2026.

During 2022, the Company entered into twenty-two warrant agreements for a common stock purchase. The warrants are at the par value of $0.0001 and the investors have the option to purchase shares at a strike price of between $0.50/share and $0.75/share. These transactions have been classified as warrants on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrants are set to expire 5 years from the date of the agreements.

During Q1 2024, the company entered into one warrant agreement for a common stock purchase. The warrant is at the par value of $0.0001 and the investors have the option to purchase shares at a strike price of between $0.50/share and $0.75/share. These transactions have been classified as warrants on the balance sheet and amount over the par value is classified in the Additional Paid in Capital account. The warrants are set to expire 5 years from the date of the agreements.

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Table of Contents

Midnight Gaming Corporation

Notes to Financial Statements

March 31, 2024

Equity Reclassification

In prior years, the company reported Common Stock at $1,120 and an adjusting entry had to be made in 2021 to reflect the accurate balance of this account. As of December 31, 2020 and December 31 2021, there were 23 million shares of common stock issued at a par value of $0.0001. The balance as of December 31, 2020 and December 31, 2021 for Common Stock is reported as $2,300.

In prior years, the company presented Preferred Stock at the value of the investment made by the shareholder rather than at the par value of $0.0001 the Preferred Stock. The total balance of the Preferred Stock reported in the prior year was $142,000.

Except the regrouping of accounts, these adjustments did not impact the financial statements in any manner.

NOTE 8: SPONSORSHIPS

The company no longer sponsors a gaming team and therefore has led to a reduction in player’s winning expense. The company last sponsored a gaming team in 2019.

NOTE 9: SUBSEQUENT EVENTS

There have been no significant subsequent events since the balance sheet date.

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Table of Contents

Midnight Gaming Corporation

Balance Sheet

As on June 30, 2024

	As on			As on
	June 30, 2024			June 30, 2023
ASSETS	(unaudited)			(unaudited)
Current Assets
Cash and cash equivalents	$	54,637		$	100,044
Total Current Assets		54,637			100,044
Other Assets
Notes Receivable - Related Party		1,015,134			507,382
Total Other Assets		1,015,134			507,382
Total Assets	$	1,069,771		$	607,427

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	8,511		$	8,511
Accrued Expenses		26,587			18,586
Total Current Liabilities		35,098			27,097
Long-Term Liabilities
Loan Payable - Related Party		-			-
Notes Payable		393,500			393,500
Accrued Interest		158,335			125,115
Total Long-Term Liabilities		551,835			518,615
Total Liabilities		586,932			545,712
Stockholders' deficit:
Preferred stock (par 0.0001, 4,420,000,000 issued and outstanding)		45			45
Common stock (par 0.0001, 100,000,000 shares authorized, and 23,002,000 issued and outstanding)		2,302			2,302
Warrants		243			167
Additional paid in capital		3,260,211			2,504,987
Net Income (Loss)		(182,963	)		(149,930	)
Retained Earnings		(2,597,000	)		(2,295,856	)
Total stockholders' deficit		482,839			61,715

TOTAL LIABILITIES AND DEFICIT	$	1,069,771		$	607,427

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Table of Contents

Midnight Gaming Corporation

Statement of Operations

For the Period of January 1, 2024 through June 30, 2024

	Six			Six			Six
	Months			Months			Months
	Ended			Ended			Ended
	6/30/2024			6/30/2023			6/30/2022
	(unaudited)			(unaudited)			(unaudited)
Revenue, net	$	10,705					$	-

Operating Expenses:
Marketing	$	11,773		$	10,922		$	12,622
Legal and Professional Fees		14,143			20,901			34,945
Consulting Fees		10,495			9,048			1,723
Travel		36,925			40,035			6,412
Other general and administrative expenses		103,721			52,412			34,890
Total Operating Expenses		177,058			133,320			90,593

Loss from operations		(166,353	)		(133,320	)		(90,593	)

Other Expenses
Interest expense	$	16,610		$	16,610		$	16,150
Net loss before income taxes		(182,963	)		(149,930	)		(106,742	)
Provision for income taxes								-
Net loss	$	(182,963	)	$	(149,930	)	$	(106,742	)
Loss per share
Basic & Diluted	$	(0.008	)	$	(0.007	)	$	(0.005	)
Weighted average number of shares outstanding
Basic & Diluted		23,020,000			23,020,000			23,000,000

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Table of Contents

Midnight Gaming Corporation

Statement of Cash Flows

For the period of January 1, 2024 through June 30, 2024

	Six months			Six months			Six months
	ended			ended			ended
	6/30/2024			6/30/2023			6/30/2022
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(182,963	)	$	(149,930	)	$	(106,742	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non Cash Compensation Expense		-			-			-
Change in Accounts Payable		-			-			-
Change in Accrued Expenses		-			-			-

Filing Compare · Midnight Gaming Corp