UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2024

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

For the transition period from ______ to ______

Commission File Number: 000-53949

Good Gaming, Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-3917807

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification Number)

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

(Address of principal executive offices and Zip Code)

(844) 419-7445

Registrant’s telephone number, including area code

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

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

YES ☒ NO ☐

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

YES ☒ NO ☐

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

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller Reporting Company	☒

(Do not check if smaller reporting company)		Emerging Growth Company	☐

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of ~~March~~August 317, 2024, there were ~~120~~125,~~539~~552,~~109~~ 548 issued and outstanding shares of common stock of the registrant, par value $0.001.

TABLE OF CONTENTS

		Page
Part I FINANCIAL INFORMATION

Item 1	Financial Statements	F-1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11

Part II OTHER INFORMATION

Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3	Defaults Upon Senior Securities	12
Item 4	Mine Safety Disclosures	12
Item 5	Other Information	12
Item 6	Exhibits	12
	Signatures	13

FORWARD LOOKING STATEMENTS

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

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

●	our growth strategies;

●	our anticipated future operations and profitability;

●	our future financing capabilities and anticipated need for working capital;

●	the anticipated trends in our industry;

●	acquisitions of other companies or assets that we might undertake in the future; and

●	current and future competition.

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

PART 1

Item 1. Financial Statements

Good Gaming, Inc.

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash and Cash Equivalents	$	~~158~~33,~~316~~966		$	304,225
Accounts Receivable		~~118~~147			0-
Prepaid expenses		6435,~~787~~950			93,625
Total Current Assets		~~223~~70,~~221~~063			397,850
Digital Assets		410,~~597~~220			4,597
Intangible Assets		~~105~~99,~~118~~685			81,800
Due from Tebex		0-			147
TOTAL ASSETS	$	~~332~~179,~~936~~968		$	484,394
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$	~~147~~94,~~774~~056		$	101,906
Derivative Liability		-			-
Accounts Payable Related Party- ViaOne Services		720,429			418,371
Notes Payable		-			-
Accounts Payable and Accrued Expenses		720,429			418,371
Convertible Debentures, current		-			-
Total Current Liabilities		814,485			520,277
Accounts Payable Related Party- ViaOne Services		568,443			418,371
Total Liabilities		814,485			520,277
Accounts Payable and Accrued Expenses	$	147,774		$	101,906
Total Current Liabilities		716,217			520,277
Total Liabilities		716,217			520,277
Stockholders’ Deficit
Class A Preferred Stock
Authorized: 2,000,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 7,500 Shares		8			8
Class B Preferred Stock
Authorized: 249,999 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 19,296 Shares		19			19
Class C Preferred Stock
Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Share		1			1
Class D Preferred Stock
Authorized: Authorized: 350 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 0 Shares		-			-
Authorized: 350 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 0 Shares		-			-
Class E Preferred Stock
Authorized: Authorized: 2,750,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 57,663		58			58
Authorized: 2,750,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 57,663		58			58
Preferred stock value		58			58
Common Stock
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 120,539,109		120,539			119,799
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 124,316,908 at June 30, 2024 and 119,799,454 at December 31, 2023		124,317			119,799
Warrant		333			333
Additional Paid-In Capital		10,~~462~~527,~~765~~634			10,455,738
Accumulated Deficit		(1011,~~967~~286,~~004~~887	)		(10,611,839	)
Total Stockholders’ Deficit		(~~383~~634,~~281~~517	)		(35,883	)
TOTAL LIABILITIES & STOCKHOLDER’S DEFICIT	$	~~332~~179,~~936~~968		$	484,394

The accompanying notes are an integral part of these consolidated financial statements

F-1

Good Gaming, Inc

Consolidated ~~Statement~~Statements of Operations

(Expressed in U.S Dollars)

(Unaudited)

	2024			2023
	For the Quarter ended March 31
	For three months ended June 30
	2024			2023
Revenues	$	~~183~~214		$	~~3,261~~155
Cost of Revenues		7276,~~364~~540			~~128~~76,~~324~~954
Gross Profit		(72,181	)		(125,063	)
Gross Profit (Loss)		(76,326	)		(76,799	)
Operating Expenses
General & Administrative		~~106~~58,~~688~~612			4043,~~359~~977
Contract Labor		0-			1,200
Depreciation and Amortization Expense		35,~~542~~433			540
Professional Fees		~~172~~185,~~754~~135			~~203~~213,~~988~~504
Total Operating Expenses		~~282~~249,~~984~~180			~~246~~259,~~087~~221
Operating Loss		(~~355~~325,~~165~~506	)		(~~371~~336,~~150~~020	)
Net Income (Loss)	$	(355,165	)	$	(371,150	)
Other Income (Expense)
Gain on Digital Assets		5,654			-
Impairment Cost		(31	)		(25	)
Total Other Income (Loss)		5,623			(25	)
Net Income (Loss)	$	(319,883	)	$	(336,045	)
Net Income (Loss) Per Share, Basic and Diluted	$	-		$	-
Weighted Average Shares Outstanding		~~120~~124,~~539~~316,~~109~~908			~~113~~115,~~142~~361,~~559~~524

The accompanying notes are an integral part of these consolidated financial statements

F-2

Good Gaming, Inc

Consolidated Statements of ~~Cash Flows~~Operations

(Expressed in U.S Dollars)

(Unaudited)

	2024			2023
	For the Quarter Ended March 31,
	For the six months ended June 30
	2024			2023
Operating Activities
Revenues	$	331		$	3,416
Net Income (Loss)	$	(355,165	)	$	(371,150	)
Cost of Revenues		148,839			205,278
Adjustment To Reconcile Net Loss to Net Cash Used In Operating Activities
Gross Profit (Loss)		(148,508	)		(201,862	)
Due from Tebex		147			(450	)
Operating Expenses
Depreciation and Amortization		3,542			540
General & Administrative		165,299			84,337
Stock based compensation		7,027			74,927
Contract Labor		-			2,400
Changes in operating assets and liabilities
Depreciation and Amortization Expense		8,975			1,080
Prepaid expenses		28,838			(6,145	)
Professional Fees		357,889			417,492
Accounts Receivable		(118	)
Total Operating Expenses		532,163			505,308
Accounts Payable - Related Party		150,072
Operating Loss		(680,671	)		(707,170	)
Accounts Payable		45,868			(30,880	)
Other Income (Expense)
Net Cash Provided By (Used in) Operating Activities		(119,789	)		(333,158	)
Gain on Digital Assets		5,654			-
Investing Activities
Impairment Cost		(31	)		(25	)
Purchase of Digital Assets					(39	)
Total Other Income (Loss)		5,623			(25	)
Purchase of Intangible Assets		(26,860	)
Net Income (Loss)	$	(675,048	)	$	(707,194	)
Reclass Digital Assets					(456	)
Net Income (Loss) Per Share, Basic and Diluted	$	(0.01	)	$	(0.01	)
Net Cash Provided By (Used in) Investing Activities		(26,860	)		(495	)
Weighted Average Shares Outstanding		124,316,908			115,361,524
Financing Activities
Repayments of Preferred Stock Series D					-
Common Stock: Conversion		740			2,219
Payment on Note Interest		-			-
Due To ViaOne Services		-			-
Net Cash Provided By (Used In) Financing Activities		740			2,219
Change in Cash and Cash Equivalents		(145,909	)		(331,435	)
Cash and Cash Equivalents, Beginning Of Period		304,225			931,868
Cash and Cash Equivalents, End Of Period	$	158,316		$	600,433
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Investing And Financing Activities
Conversion of Preferred Stock CL B to Common	$	-		$	-
Common Shares Issued for Conversion Of Debt	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-3

Good Gaming, Inc

Consolidated Statements of Cash Flows

(Expressed in U.S Dollars)

(Unaudited)

	2024			2023
	For the six months ended June 30
	2024			2023
Operating Activities

Net Income (Loss)	$	(675,048	)	$	(707,194	)

Adjustment To Reconcile Net Loss to
Net Cash Used In Operating Activities
Adjustment To Reconcile Net Loss to Net Cash Used In Operating Activities

Due from Tebex		147			(125	)
Depreciation and Amortization		8,975			1,080
Stock based compensation		71,896			125,076
Gain on Digital Assets		(5,654	)		-
Impairment Cost		31			25
Changes in operating assets and liabilities
Prepaid expenses		57,675			7,110
Accounts Receivable		(147	)		(16,504	)
Accounts Payable - Related Party		302,058
Accounts Payable		(7,850	)		(50,164	)
Net Cash Provided By (Used in) Operating Activities		(247,917	)		(640,697	)

Investing Activities
Purchase of Intangible Assets		(26,860	)		(55	)
Reclass Digital Assets		-			(456	)
Net Cash Provided By (Used in) Investing Activities		(26,860	)		(511	)

Financing Activities
Common Stock: Conversion		4,518			4,438
Net Cash Provided By (Used In) Financing Activities		4,518			4,438

Change in Cash and Cash Equivalents		(270,259	)		(636,770	)

Cash and Cash Equivalents, Beginning Of Period		304,225			931,868

Cash and Cash Equivalents, End Of Period	$	33,966		$	295,098

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-Cash Investing And Financing Activities
Conversion of Preferred Stock CL B to Common	$	-		$	-
Common Shares Issued for Conversion Of Debt	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-4

Good Gaming, Inc.

Statements of Stockholders’ Equity (Deficit)

(Expressed in U. S. Dollars)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Preferred Stock																				Common Stock				Warrants				Additional
	Class A				Class B				Class C				Class D				Class E												Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2022		7,500		8		19,296		19		1		1		-		-		57,663		58		110,923,593		110,923		3,333,333		333		10,265,129		(9,746,860	)	$	629,610
Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		2,218,965		2,219		-		-		74,927		-			77,146
Net Income (Loss)																																(371,150	)		(371,150	)
Balance, March 31, 2023		7,500		8		19,296		19		1		1		-		-		57,663		58		113,142,558		113,142		3,333,333		333		10,340,056		(10,118,010	)		335,607
Balance, December 31, 2023		7,500		8		19,296		19		1		1		-		-		57,663		58		119,799,454		119,799		3,333,333		333		10,455,738		(10,611,839	)	$	(35,883	)
Balance		7,500		8		19,296		19		1		1		-		-		57,663		58		119,799,454		119,799		3,333,333		333		10,455,738		(10,611,839	)	$	(35,883	)
Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		739,655		740		-		-		7,027		-			7,767
Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		739,655		740		-		-		7,027		-			7,767.00
Net Income (Loss)																																(355,165	)		(355,165	)
Balance, March 31, 2024		7,500		8		19,296		19		1		1		-		-		57,663		58		120,539,109		120,539		3,333,333		333		10,462,765		(10,967,004	)		(383,281	)
Balance		7,500		8		19,296		19		1		1		-		-		57,663		58		120,539,109		120,539		3,333,333		333		10,462,765		(10,967,004	)		(383,281	)
Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		3,492,085		3,492		-		-		60,155		-			63,647
Issuance of Stock																						285,714		286						4,714					5,000
Net Income (Loss)																																(319,883	)		(319,883	)
Balance, June 30, 2024		7,500		8		19,296		19		1		1		-		-		57,663		58		124,316,908		124,317		3,333,333		333		10,527,634		(11,286,887	)		(634,517	)

The accompanying notes are an integral part of these financial statements

F-45

Good Gaming, Inc.

Statements of Stockholders’ Equity (Deficit)

(Expressed in U. S. Dollars)

	Preferred Stock																				Common Stock				Warrants				Additional
	Class A				Class B				Class C				Class D				Class E												Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2022		7,500		8		19,296		19		1		1		-		-		57,663		58		110,923,593		110,923		3,333,333		333		10,265,129		(9,746,860	)	$	629,611

Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		2,218,965		2,219		-		-		74,927		-			77,146
Net Income (Loss)																																(371,150	)		(371,150	)

Balance, March 31, 2023		7,500		8		19,296		19		1		1		-		-		57,663		58		113,142,558		113,142		3,333,333		333		10,340,056		(10,118,010	)		335,607
Balance		7,500		8		19,296		19		1		1		-		-		57,663		58		113,142,558		113,142		3,333,333		333		10,340,056		(10,118,010	)		335,607

Stock Based Compensation converted to common stock		-		-		-		-		-		-		-		-		-		-		2,218,965		2,219		-		-		50,149		-			52,368
Net Income (Loss)																																(336,045	)		(336,045	)

Balance, June 30, 2023		7,500		8		19,296		19		1		1		-		-		57,663		58		115,361,523		115,361		3,333,333		333		10,390,205		(10,454,054	)		51,930
Balance		7,500		8		19,296		19		1		1		-		-		57,663		58		115,361,523		115,361		3,333,333		333		10,390,205		(10,454,054	)		51,930

The accompanying notes are an integral part of these financial statements

F-6

Good Gaming, Inc.

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(Unaudited)

1. Nature of Operations and Continuance of Business

Good Gaming, Inc. (formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008, under the laws of the State of Nevada. The Company operates as a leading tournament gaming platform and online destination, targeting over 250 million esports players and participants worldwide interested in competing at the high school or college level. While a substantial portion of the Company’s activities has involved developing a business plan, establishing contacts, and gaining visibility in the marketplace, it has not generated substantial revenue to date. Beginning in 2018, the Company started deriving revenue by providing transaction verification services within the digital currency networks of cryptocurrencies. However, on December 12, 2018, the Company discontinued such transaction verification services by dissolving Crypto Strategies Group, Inc., its wholly-owned subsidiary.

In 2021, we leveraged the rise of NFTs and blockchain technologies, in our “MicroBuddies™ release,” a novel game integrating NFTs, in-game tokens (“GOO™”), and browser-based gameplay. This innovative approach allows us to generate revenue through the sale of “Nano Factory Tokens” for creating first-generation “MicroBuddies™” NFTs, along with ongoing royalties on third-party marketplace sales and fees per NFT replication.

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

In 2024, the Company ~~takes~~took a significant step forward by entering the mobile gaming market with a focus on creating character and story driven, connected entertainment experiences. Our expansion into blockchain enhanced mobile gaming experiences ~~will~~was ~~allow~~aimed at allowing us to capitalize on potentially immense player bases. In 1QQ1 2024, the company launched a new intellectual property on mobile called “Galactic Acres™” In addition to “Galactic Acres™”, we ~~are~~were ~~actively~~ expanding the “MicroBuddies™” brand beyond its initial game by creating engaging mobile experiences~~, but we are not stopping with just “MicroBuddies™~~. “Galactic Acres™” ~~marks~~ was intended to be the beginning of a series of mobile games designed to not only offer engaging gameplay but also integrate blockchain experiences, with the intent of fostering a deeper level of player engagement and exploring innovative revenue models within the mobile gaming space. By combining our existing initiatives with a focus on mobile gaming, and strategic utilization of blockchain technology, the Company iswas committed to a multi-pronged approach ~~that~~with ~~diversifies~~the intent of diversifying our revenue streams across platforms and technologies while building ~~highly recognizable~~ character and story driven gaming experiences for our player base. ~~We believe this proactive strategy will solidify Good Gaming’s position as a leader in the ever-evolving interactive entertainment landscape.~~

Player acquisition is the greatest challenge faced by any developer/publisher. In Q1 2024, we announced our first strategic distribution partnership with ViaOne Services. As part of our partnership with ViaOne Services, we plan to distribute our mobile games to ViaOne’s large player base. Our strategic partnership with ViaOne Services will allow us to embed our mobile games into the firmware of ViaOne phones so players will not have to spend any time or effort in finding and downloading our games .

F-57

Recognizing our focus on game distribution to mobile devices through our partnership with ViaOne Services, the Company formally exited the blockchain, Minecraft, and Roblox gaming spaces by selling all those assets and related intellectual property. The Company will continue with its plan to pre-load Galactic Acres and other successful games from various game developers and publishers. The Company will also seek to expand its footprint by creating additional partnerships with other telecommunications providers and device manufacturers.

Going Concern

These financial statements have been prepared on a going concern basis, implying that the Company will continue to realize its assets and ~~discharge~~ discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date, has never paid any dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of ~~March 31~~June 30,2024, the Company had a working capital deficit of $~~(492~~744,~~996)~~422 and an accumulated deficit of $11,286,887.

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

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

2. Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

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

Certain reclassifications have been made to prior-year amounts to conform to the current period presentation.

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

Cash Equivalents

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

Intangible Assets

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

F-68

Impairment of Long-Lived Assets

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

Beneficial Conversion Features

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

Derivative Liability

From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the ~~statement~~statements of operations.

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At ~~March~~June 3130, 2024 and December 31, 2023, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding convertible debentures, respectively.

Income Taxes

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

On March 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the “U.S. Tax Reform Act”) was enacted in the United States. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. On March 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the effects of the U.S. Tax Reform Act under ASC 740.

F-7

Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

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

F-89

Advertising Expenses

Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $7218,~~674~~212 and $3428,~~102~~691 in advertising and promotion expenses in the three months ended ~~March~~June 3130, 2024 and 2023, respectively.

Revenue Recognition

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

Recent Accounting Pronouncements

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

F-910

3. Other Assets

Property and Equipment consisted of the following:

Schedule of Property and Equipment

	2024			2023
	March 31,
	June 30
	2024			2023
Computers and servers	$	22,285		$	22,285
Accumulated Depreciation		(22,285	)		(21,~~267~~807	)
Property and equipment, net	$	0		$	~~1,018~~478

Depreciation expense for the three months ended ~~March~~June 3130, 2024 and 2023 was $0 and $540, respectively.

4. Digital Assets

In 2021, the Company has been working to create a new game called MicroBuddies™ that will be played online and will use blockchain technology. Digital Asset prices have been volatile in the past and may continue to be so in the future, owing to a variety of risks and uncertainties. Under current accounting rules, digital assets are considered indefinite-lived intangible assets. The Company needs to recognize impairment charges if any decrease in their fair values, whereas the Company may not make any upward revisions for market price increases until a sale. Thus, the carrying value represents the lowest fair value of the digital assets.

As of ~~March~~June 3130, 2024, the carrying value of the Company’s digital assets was $410,~~597~~ 220 compared to $113,~~586~~ 577 on ~~March~~June 30, 2023, which reflects $31 impairment charges for the three months ending June 30, 2024 and $25 on June 30, 2023.

5. Intangible assets

Good Gaming Inc. initiated the development of a new game, Galactic Acres, in 2023 eventually launching it on Google Play on February 17, 2024. During the preliminary development phase, expenses were recorded as incurred. Subsequently, in the development phase, the Company incurred costs from third-party services. These expenses were reclassified as Intangible Assets under ASC 350-40-30-1, permitting the capitalization of costs associated with obtaining computer software from third parties. The capitalized costs are being amortized over an estimated useful life of 5 years, using the straight-line method starting February 2024. The following summarizes the activity related to Intangible Assets during the period ended ~~March~~June 3130, 2024, and the period ended ~~March~~June 3130, 2023:

Schedule of Intangible Assets

	2024			2023
	March 31,
	June 30
	2024			2023
Intangible Assets	$	108,660		$	-
Accumulated Amortization		(38,~~542~~975	)		-
Intangible Assets, Net	$	~~105~~99,~~118~~685		$	-

F-11

6. Common Stock

Share Transactions for the ~~Quarter~~six ~~Ended~~months ~~March~~ended 31June 30, 2023:

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

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

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

~~Share~~On ~~Transactions~~April ~~for~~14, 2023, the ~~Quarter~~Company ~~Ended~~issued ~~March 31~~739,655 ~~2024:~~Company’s common stock to ViaOne employees as stock based compensation.

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

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

Share Transactions for the six months ended June 30, 2024:

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

~~F-10~~On April 18, 2024, the Company issued 2,209,047 Company’s common stock to ViaOne employees as stock based compensation.

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

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

F-12

7. Preferred Stock

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

As of ~~March~~June 3130, 2024, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 ~~shares~~share of Series C Preferred Stock, and 0 shares of Series D Preferred Stock, and 57,663 shares of Series E preferred stock issued and outstanding.

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

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

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of ~~March~~June 3130, 2024.

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

8. Warrant

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

F-1113

9. Related Party Transactions

As of ~~March~~June 3130, 2024, the Company owes ViaOne Services a total of $~~568~~720,~~443~~429, comprising $~~451~~603,~~518~~504 as part of the employee service agreement and $116,925 as vendor payment.

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

10. Income Taxes

The Company has a net operating loss carried forward of $5,339,247 available to offset taxable income in future years until the end of the fiscal year of 2030.

The significant components of deferred income tax assets and liabilities at ~~March~~June 3130, 2024 and 2023 are as follows:

	2024			2023
Net Operating Loss Carryforward	$	1,117,700		$	1,121,242
Valuation allowance	$	(1,117,700	)	$	(1,121,242	)
Net Deferred Tax Asset	$	-		$	-

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

	2024		2023
Income tax recovery at statutory rate	$	-	$	77,941
Valuation allowance change	$	-	$	(77,941	)
Provision for income taxes	$	-	$	-

11. Commitments and Contingencies

None.

12. Acquisition and Discontinued Operations

~~None~~In June 2024, the board evaluated the game platforms the Company has developed games on and decided to discontinue operations of all Microbuddies, Roblox, and Minecraft games and related assets to focus on preloaded game distribution through the Company’s partnership with ViaOne Services. The company sold these assets for $12,500 to Despawn, LLC in July of 2024 and officially exited all operations related to Blockchain/Crypto gaming, Minecraft, and Roblox. The asset sale included all game code, artwork, rights to use related trademarks, social media channels, and all other intellectual property related to the games developed on these platforms.

13. Subsequent Events

~~None~~In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to June 30, 2024 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

F-1214

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

Cautionary Statements

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

●	statements concerning the potential benefits that we may experience from our business activities and certain transactions we contemplate or have completed; and

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

(a)	volatility or decline of our stock price;

(b)	potential fluctuation of quarterly results;

(c)	failure of GMER to achieve revenues or profits;

(d)	inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;

(e)	decline in demand for GMER’s products and services;

(f)	rapid adverse changes in markets;

(g)	litigation with or legal claims and allegations by outside parties against us, including but not limited to challenges to our intellectual property rights; and

(h)	insufficient revenues to cover operating costs.

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

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

Overview

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

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

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

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

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

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

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

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

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

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

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

On April 19, 2024, the Board of Directors of Good Gaming, Inc. accepted the resignation of chief financial officer and principal accounting officer Mr. Domenic Fontana. Mr. Fontana’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies, or practices of the Company.

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

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

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

Technology

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

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

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

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

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

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

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

In 2024, the Company takes a significant step forward by entering the mobile gaming market, ~~with~~focusing ~~a focus~~ on creating character and story -driven~~, connected blockchain powered~~ experiences. Our expansion into ~~blockchain enhanced~~ mobile gaming experiences will allow us to capitalize on the rapidly growing ~~blockchain~~mobile gaming player community. In 1Q 2024, the company launched a new intellectual property on mobile called “Galactic Acres™”. ~~“Galactic~~In ~~Acres™”~~Q2, ~~marks~~ the ~~beginning~~Company began ofpreparing athe ~~series~~game offor ~~mobile~~preinstallation ~~games~~in ~~designed~~mobile ~~to not~~devices. ~~only~~In ~~offer~~Q2 ~~engaging~~Galactic ~~gameplay~~Acres ~~but~~saw ~~also~~more ~~integrate~~than ~~blockchain experiences~~10,000 ~~fostering a deeper level of player engagement and exploring innovative revenue models within the mobile gaming space~~downloads. By combining our existing initiatives with a focus on pre-installing mobile ~~gaming~~games, ~~and strategic utilization of blockchain technology,~~ the Company is committed to a multi-pronged revenue model that diversifies our revenue streams ~~across multiple platforms and technologies~~. We believe this diversified model will solidify Good Gaming’s position as a leader in the ever-evolving interactive entertainment landscape and create long -tail revenue and profit opportunities.

Business Strategy

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

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

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

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

~~Our initial partnership with ViaOne Services, will feature integrated Web3 opportunities.~~ These dynamic gaming experiences position us to capitalize on the vast potential of the evolving mobile gaming audience. Our initial strategic partnership with ViaOne Services allows us to embed our mobile games on over 8040,000 phones per month by the end of 2024. Player acquisition is the most ~~difficult~~challenging aspect of game publishing. Our partnership with ViaOne Services will produce considerable exposure for our games to a massive player base and should supercharge our player acquisition effort.

~~Creating~~In ~~great~~recognizing ~~games~~the isvast ~~all~~potential ~~about~~of ~~telling compelling stories. We are continuing~~ our ~~“MicroBuddies™”~~partnership ~~story~~with onViaOne ~~mobile.~~Services, ~~We are expanding~~ the ~~“MicroBuddies™”~~company ~~brand~~has ~~beyond~~shifted ~~the~~focus ~~initial~~toward ~~browser~~creating ~~based~~partnerships with other game bydevelopers ~~creating~~and ~~engaging~~partners ~~mobile~~to ~~experiences~~broker ~~featuring the~~agreements ~~“MicroBuddies™”~~that ~~IP.~~generate ~~Our~~revenue ~~ambition~~by ~~doesn’t~~preloading ~~stop~~their ~~there!~~already ~~We’ve~~successful ~~launched~~games ~~a brand-new IP~~ on ~~mobile. “Galactic~~ViaOne ~~Acres™”~~Services istelecommunication ~~our~~company ~~new IP featuring unique characters, stories, and Web3 enhanced experiences~~devices. ~~“Galactic~~The ~~Acres™” is~~Company ~~just~~will ~~the~~also ~~beginning~~look –to aspartner wewith ~~have~~other ~~announced~~niche ~~a series of~~ mobile ~~games~~telecommunications ~~designed with dynamic player engagements through integrated~~companies ~~blockchain experiences~~ and ~~innovative~~device ~~revenue~~manufacturers ~~models~~to ~~are~~expand ~~planned~~its ~~for 2024 and beyond~~footprint.

Employees

WeIn ~~have~~shifting ~~three~~the ~~full-time~~focus ~~consultants~~toward ~~and four part~~pre-~~time~~loading ~~contractors~~games, ~~working~~the ~~on various Good Gaming initiatives. The~~ full-time ~~consultants consist of one~~ Chief Operating Officer, ~~one~~ Gaming Director, and ~~one~~ Operations Manager. ~~The~~positions were ~~part-time~~eliminated, ~~consultant~~as ~~team~~were ~~includes~~other aexternal ~~Marketing Coordinator~~consultant positions. Pursuant to our Management Services Agreement with ViaOne Services LLC, certain ViaOne employees are considered consultants of the Company. ViaOne Services will continue day-to-day operations until it becomes necessary to create additional positions for the Company.

Offices

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

Recently Issued Accounting Pronouncements

None.

RESULTS OF OPERATIONS

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

Plan of Operation – Milestones

We are at an early stage of our new business operations focusing on ~~integrated~~pre-installing ~~mobile~~Galactic Acres and ~~Web3~~other ~~gaming~~games ~~experiences~~on mobile devices through our partnership with ViaOne Services.. Over the next twelve months, our primary target milestones include:

1. Continue to achieve growth in our Galactic Acres™ mobile game community ~~while launching ancillary mobile gaming experiences~~. We will have announcements regarding our continuing plans over the next few months. . 2. ~~Relaunch~~Measure the ~~NFT~~results ~~Breeding~~of ~~game~~pre-installing ~~MicroBuddies™.~~games ~~Expand revenue opportunities in the Web3 gaming segment. In 2024, the Company has plans to expand our player base~~ through ~~strategic~~a ~~partnerships~~series ~~beginning~~of ~~with~~controlled ~~the ViaOne Services distribution partnership~~tests. 3. ~~The~~Seek ~~Company~~additional ~~has~~game ~~plans~~developers toand ~~expand~~publishers ~~our~~seeking ~~efforts~~player inacquisition ~~the~~through ~~connected~~having ~~Web3~~their ~~gaming~~game ~~space.~~pre-installed Weon ~~will~~tens ~~have~~of ~~announcements~~thousands ~~regarding~~of ~~our efforts in the Web3 gaming space over the coming months~~devices.

Limited operating history and need for additional capital

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

Results of Operations

The ~~three~~six months ended ~~March~~June 3130, 2024 as compared to ~~March~~June 3130, 2023

● Working Capital

	March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023
Current Assets	$	~~223~~70,~~221~~063		$	~~616~~313,~~058~~972
Current Liabilities		~~716~~814,~~217~~485			~~395~~376,~~505~~222
Working Capital (Deficit)	$	(~~492~~744,~~996~~422	)	$	~~220~~(62,~~553~~250	)

● Operating Revenues

We have generated $~~183~~331 in revenue in the ~~three~~six months ended ~~March~~June 3130, 2024 and $3,~~261~~416 in revenue in the ~~three~~six months ended ~~March~~June 3130, 2023, ~~which~~ which reflects a decrease of $3,~~078~~085 or -9490.431%. The decrease in revenue was attributed to the decision to halt ~~Minecraft~~marketing ~~development~~in pursuit of pre-loading games onto mobile devices.

● Operating Expenses and Net Loss

Operating expenses for the ~~three~~six months ended ~~March~~June 3130, 2024 were $~~282~~532,~~984~~163 compared with $~~246~~505,~~087~~308 for the ~~three~~six months ended ~~March~~June 3130, 2023, which ~~reflects~~ reflects an increase of $3626,~~897~~855 or 145.9931%. The increase in expenses was attributable to a change in advertising and promotion, general ~~administrative~~ administrative fees, and contract labor costs associated with the development of Galactic Acres.

During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company recorded a net loss of $~~355~~675,~~165~~048 compared with a net loss of $~~371~~707,~~150~~194 for the ~~three months~~six months ended ~~March~~June 3130, 2023, which reflects a decrease of $1532,~~985~~146 or -4.3155%. The decrease in net loss was attributed to a decrease in cost of Revenue and professional fees, offset by an increase in advertising and promotion, administrative and ~~administrative~~development fees.

● Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, the Company’s cash balance consisted of $~~158~~33,~~316~~966 compared to cash balance of $~~600~~295,~~433~~098 as of ~~March~~June 3130, 2023. ~~The~~ The decrease in the cash balance was attributed to the expenses paid for day to day activities and development. As of ~~March~~June 3130, 2024, the Company had $~~332~~179,~~936~~968 in total assets compared to total assets of $~~731~~428,~~112~~152 at ~~March~~June 3130, 2023. The decrease in total assets was attributed to cash paid for daily operations and the impairment cost associated with the digital assets.

As of ~~March~~June 3130, 2024, the Company had total liabilities of $~~716~~814,~~217~~485 compared with total liabilities of $~~395~~376,~~505~~222 as of ~~March~~June 3130, 2023. The increase in liabilities was attributable to the operating expenses to be paid in coming months.

As of ~~March~~June 3130, 2024, the Company has a working capital deficit of ($~~492~~744,~~996)~~422 compared with a working capital deficit of $~~220~~62,~~553~~250 as of ~~March 31~~June 30, 2023. The decrease in working capital is due to a decline in cash expended for day to day activity as well as the impairment cost ~~associated~~ associated with the digital assets.

In Q2 2024, the Company faced challenges in maintaining adequate capital resources due to a significant decrease in cash and cash equivalents, resulting from lower-than-anticipated revenues and higher development costs. Despite efforts to optimize working capital management, our ability to access additional financing sources has been constrained by current market conditions. Management will utilize its existing agreement with ViaOne Services for working capital and is actively exploring alternative financing options to address these challenges and ensure sufficient liquidity for ongoing operations.

Cash flow from Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company used $~~119~~247,~~789~~917 of cash for operating activities compared to the use of cash in an amount of $~~333~~640,~~158~~697 for operating activities during the ~~three~~six months ended ~~March~~June 3130, 2023, which reflects a decrease of $~~213~~392,~~369~~780 or -6461.0431%. ~~The~~ The decrease in the use of cash for operating activities was attributed to the company’s decrease in advertising and promotions ~~and~~ and management fees.

Cash flow from Investing Activities

The Company used $26,860 in cash in investing activities during the ~~quarter~~six months ended ~~March~~June 3130, 2024 and $~~495~~511 during ~~March~~June 3130, 2023. The increase of $26,~~365~~349 in cash used in investing activities was attributed to the Company’s acquisition of intangible assets.

Cash flow from Financing Activities

During the ~~quarter~~six months ended ~~March~~June 3130, 2024, the Company received $~~740~~4,518 of proceeds from financing activities compared to $24,~~219~~438 received during the ~~year~~six months ended ~~March~~June 3130, 2023, which reflects aan ~~decrease~~increase of $~~1,479~~80. The ~~decrease~~increase in proceeds from financing activities was due to ~~the~~ the change in employee stock issued offset by the issuance of shares to a consultant for payment in ~~2023~~2024.

Going Concern

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

Off-Balance Sheet Arrangements

As of ~~March~~June 3130, 2024, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

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

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

Critical Accounting Policies

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the three-month period ended ~~March~~June 3130, 2024 covered by this quarterly report on Form 10-Q, such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and accounting functions were performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer and Chief Financial Officer did not possess accounting expertise and our company does not have an audit committee. This weakness was due to the Company’s lack of working capital to hire additional staff. Subsequently, with the completion of transition in the management and Board, the financial management will be led by a certified public accountant with extensive accounting experience who follows the standards of U.S. generally accepted accounting principles and internal controls procedures to ensure the faithful representation of the financial statements, including the results of operations, financial position, and cash flows of the reporting entity.

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal proceedings

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

Item 1–A. Risk factors

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

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

Other than as described below, there were no issuance of unregistered sales of equity securities during the three months ended ~~March~~June 3130, 2024.

On ~~January~~April 2618, 2024, the Company issued ~~739~~2,~~655~~209,047 Company’s common stock to ViaOne employees as stock based compensation.

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

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

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not Applicable.

Item 5. Other information

Rule 10b5-1 Trading Arrangement

During the ~~three~~six months ended ~~March~~June 3130, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002

31.2		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Good Gaming, Inc.
	(the “Registrant”)
May 16, 2024
August 15, 2024
	BY:	/s/ David B. Dorwart
		David B. Dorwart
		Principal Executive Officer

Filing Compare · GOOD GAMING, INC.