Good Gaming, Inc.: Form 10-K for the period ended Dec 31, 2024

General

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.

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.

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 Domenic Fontana and Jordan Axt, enhancing expertise in finance and branding. Eric Brown joined as the Chief Operating Officer on August 29, 2017.

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.

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 Super Smash Brothers Brawl 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. In July 2024, the Company 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.

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. This asset was impaired as of December 31, 2024 due to lack of acceptance in the market.

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

Technology

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

In 2024, the Company entered the mobile gaming market, focusing on creating character and story-driven experiences. In Q1 2024, the Company launched a new intellectual property on mobile called “Galactic Acres™”. In Q2, the Company began preparing the game for pre-installation in mobile devices. In Q2 Galactic Acres saw more than 10,000 downloads. By the end of Q4 the Company made the decision to fully impair this intellectual property because of limited market response to this game.

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

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 Covid-19 pandemic, the Esports industry suffered a considerable amount of lost business opportunities, including for us. 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. Consequently, the Company decided to halt Roblox and Minecraft development.

With the rise in the popularity of cryptocurrency and blockchain technologies, the Company decided to invest in the creation of its new game, “MicroBuddies™,” which combined 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.

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

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

Intellectual Property

In February 2024 we announced “Galactic Acres™” as a new intellectual property for our first mobile game. “Galactic Acres™” included new characters, settings and stories to be featured throughout our mobile game releases and connected Web3 experiences. As previously mentioned this intellectual property has been fully impaired as of December 31st, 2024.

Insurance Policies

We have an insurance policy through American International Group with the insurance coverage of up to $1,000,000.

Employees

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

Offices

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

Corporate Information

Good Gaming, Inc. was incorporated in the State of Nevada on November 3, 2008. Our principal business address is 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our website address is www.good-gaming.com (http://www.good-gaming.com). The references to our website in this annual report are inactive textual references only. The information on our website is neither incorporated by reference into this annual report nor intended to be used in connection with this annual report.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public through the SEC’s website at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

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

To ensure compliance with industry standards and safeguard sensitive customer data, the Company mandates that all employees, regardless of department or role, participate in annual Payment Card Industry Data Security Standard (PCI DSS) training. This training is designed to educate staff on best practices for handling payment card information securely, identifying potential security risks, and mitigating vulnerabilities. By reinforcing the importance of PCI compliance, we aim to foster a culture of cybersecurity awareness throughout the organization, reduce the risk of data breaches, and maintain the highest level of protection for our customers’ financial information. Failure to complete the required training may result in disciplinary actions, underscoring the critical importance of this initiative in protecting both the Company and its customers.

We do not currently rent, lease, or own any real property.

ITEM3. LEGAL PROCEEDINGS

We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

This Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, may be deemed to be forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2024. 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. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company and the revenue we generate from the sales of our products. We must raise cash to continue our project and build our operations.

Plan of Operation – Milestones

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

1. Create a partnership with a game developer and preinstall a game on thousands of ViaOne Services devices.

2. Measure the results of pre-installing games through a series of controlled tests. Make adjustments as a result of the test.

3. Seek additional game developers and publishers seeking player acquisition through having their game pre-installed on tens of thousands of devices.

Limited operating history and need for additional capital

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

Results of Operations

December 31, 2024 as compared to December 31, 2023

• Working Capital

• Operating Revenues

We have generated $433 in revenue in 2024 and $3,443 in revenue in the fiscal year of 2023, which reflects a decrease of $3,010 or -87.72%. The decline in revenue is attributable to the Company’s focus on developing a new game, Galactic Acres, and reduced activity on the Microbuddies game by customers. In Q3 2024, the Company sold all assets and proprietary technology related to MicroBuddies™, all owned Minecraft Servers, and Roblox because those assets failed to generate revenue and were not actively maintained by the Company.

• Operating Expenses and Net Loss

Operating expenses for the year ended December 31, 2024 were $949,434 compared with $987,597 for the year ended December 31, 2023. The decrease in operating expenses in the amount of $38,163 or -3.86% is primarily attributed to an increase in general and administrative fees of approximately $364,000 due to a credit of insurance expense in the prior year, an increase in depreciation and amortization of approximately $18,000, offset by a decrease an increase in software development costs of $126,000, and a decrease, in professional fees of approximately $298,000, attributed to reduced legal fees and reduced leased employee services .

During the year ended December 31, 2024, the Company recorded a net loss of $962,963 compared with a net loss of $864,979 for the year ended December 31, 2023. The increase in net loss in the amount of $97,984 or 11.33% is attributed to a decrease in operating expenses of $38,193 as discussed above, offset by a decrease in other income of $133,000. The decrease in other income is attributed to a decrease in the gain on the sale of digital assets of $115,000, offset by an increase in other income of $69,000 due to the write off of liabilities past the statute of limitations. In addition, we had an increase in the impairment charge of $88,000 due to the write off of intangible assets during the year. The Company directed its efforts toward the development of a new game, Galactic Acres, for which the internally developed software recorded as an intangible asset, was deemed impaired as of December 31, 2024. Additionally, the Company had a realized gain from the sale of digital assets and the selling off of all assets and proprietary technology related to MicroBuddies™, all owned Minecraft Servers, and Roblox because those assets failed to generate revenue and were not actively maintained by the Company.

• Liquidity and Capital Resources

As of December 31, 2024, the Company’s cash balance consisted of $14,499 compared to cash balance of $304,225 as of December 31, 2023. The decrease in cash balance of $289,726 is primarily attributed to the payment of operating expenses of approximately $281,000 associated with day-to-day activities. Other cash outflows were for investing activities of approximately $9,000, related to the purchase of intangible assets of $27,000, offset by the proceeds received on the sale of digital assets of $18,000. As of December 31, 2024, the Company had $91,857 in total assets compared to total assets of $484,394 as at December 31, 2023. The decrease in total assets of $392,537 is primarily attributed to the decrease in cash to pay for operating expenses of $281,000 for professional fees, the write off in intangible assets of $88,000, and a decrease in prepaid expenses of $16,000.

As of December 31, 2024, the Company had total liabilities of $977,539 compared with total liabilities of $520,277 as of December 31, 2023. The increase in liabilities is primarily attributed to the increase in the amounts due to related party for the shared services agreement.

As of December 31, 2024, the Company has a working deficit of $885,682 compared with a working deficit of $122,427 as of December 31, 2023. The increase in the working deficit is ascribed to the utilization of cash for operational needs and an increase in the due to related party for the shared services.

Cash flow from Operating Activities

During the year ended December 31, 2024, the Company used $281,216 of cash for operating activities as compared to the cash usage of $783,879 for operating activities during the year ended December 31, 2023. The cash used during the year is attributed to the payment of insurance expense and professional fees offset by the increase in the amounts due to related party for the shared services.

Cash flow from Investing Activities

During the years ended December 31, 2024, the Company had $(8,510) in cash used in investing activities compared to $147,360 in cash provided by investing activities for the year ended December 31, 2023. The decrease of $155,870 or -106% in cash used in investing activities is ascribed to the decrease from the sale of digital assets of approximately $218,000 partially offset by the decrease in the acquisition of intangible assets of approximately $55,000.

Cash flow from Financing Activities

During the year ended December 31, 2024, the Company received $0 of proceeds from financing activities compared to $8,876 during the year ended December 31, 2023. The decrease of $8,876 or -100% in proceeds from financing activities is credited to the decrease in the issuance of employee stock issued offset by the issuance of shares to a consultant for payment in 2024.

Going Concern

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

Off-Balance Sheet Arrangements

As of December 31, 2024, we have 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 shares to continue to fund our business operations. Issuance of additional shares will cause dilution to existing stockholders. Additionally, we will continue to rely on our related Company to provide services to us with flexible payment terms.

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 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.

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed. We do 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.

Smaller Reporting Company Status

We are a “smaller reporting company”, meaning that the market value of our stock held by non-affiliates plus the aggregate amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. We may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and have reduced disclosure obligations regarding executive compensation.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024.

We believe we have applied procedures and processes as necessary to ensure the reliability of our financial reporting regarding this annual report. Accordingly, the Company believes, based on its knowledge, that: (i) this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this annual report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this annual report.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is the important entity-level control over the Company’s financial statements. Currently, the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2. We did not maintain appropriate cash controls – Until June 30, 2017, we did not maintain sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. From June 30, 2017 through December 31, 2024, due to the change in corporate officers and board of directors, we have implemented appropriate cash controls and enforced separation of accounting functions to appropriately maintain cash controls.

3. We implemented appropriate information technology controls – As of December 31, 2024, we retain copies of all financial data and material agreements. There is a formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

Due to the material weaknesses described above, we did not maintain effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

The Company has engaged in a merit business and has sufficient personnel available. Our Board of Directors, in particular, has established the following remediation measures in connection with the aforementioned deficiencies:

1. Our Board of Directors has nominated a financial expert on our Board of Directors.

2. We have appointed additional personnel to assist with the preparation of our monthly financial reporting, which includes preparation of the monthly bank reconciliations.

Changes in Internal Control over Financial Reporting

There are no recent changes in internal controls.