UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
Form
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025,
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-53949
Good
Gaming, Inc.
(Exact
name of registrant as specified in its charter)
415
McFarlan Road, Suite 108
Kennett
Square, PA19348
(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)
NONE COMMON STOCK
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate
by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES ☒ NO ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 past 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 (§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.
Large Accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer ☒ 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
State
the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2025: $1,192,529. Shares of common
stock held by each officer and director of the registrant on June 30, 2025 have been excluded in that such persons may be deemed to be
affiliates.
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 129,119,273
as of April 3, 2026.
FORWARD
LOOKING STATEMENTS
This
Annual Report on Form 10-K contains express or implied forward-looking statements within the meaning of the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, 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;
● 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 Annual
Report on Form 10-K, 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 revisions 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
I
ITEM
1. BUSINESS
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, “MicroBuddiesTM,” 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 “MicroBuddiesTM”.
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 MinecraftTM PC platform and Roblox, a
Prison variant for MinecraftTM 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 MicroBuddiesTM, 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 PlayTM 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 AcresTM”. 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 MicroBuddiesTM, 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,
“MicroBuddiesTM,” which combined Ethereum ERC721 NFTs (Non-fungible tokens), non-standard ERC20 tokens (GOOTM),
and strategic, long-tail web browser gameplay to replicate and create unique and collectible NFTs. ERC20 “GOOTM” 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 AcresTM” as a new intellectual property for our first mobile game. “Galactic
AcresTM” 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 31, 2025.
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. 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.
ITEM
1A. RISK FACTORS
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.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
1C. CYBERSECURITY
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.
ITEM
2. PROPERTIES
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.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
PART
II
ITEM
5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock commenced trading on the over-the-counter Bulletin Board on October 7, 2009. On closing of the OTCBB, the Company has been
trading on the OTCQB marketplace, and currently trades under the symbol “GMER”. You should be aware that over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions. Following is a table of the high bid price and the low bid price for each quarter during the last two years.
2024 High Bid Low Bid
2025 High Bid Low Bid
Holders
As
of April 3, 2026, we have 129,119,273 shares of our common stock issued and outstanding held by 57 stockholders of record.
As
of April 3, 2026, we had 7,500 shares of Series A Preferred Stock issued and outstanding, 19,296 shares of Series B Preferred Stock
issued and outstanding, 1 share of Series C Preferred Stock issued and outstanding, 0 share of Series D Preferred Stock issued and outstanding,
and 57,663 shares of Series E Preferred Stock issued and outstanding.
Dividends
We
have never declared or paid cash dividends. We currently intend to retain all future earnings for the operation and expansion of our
business and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in
the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements,
contractual restrictions and other factors deemed relevant by our directors. Moreover, our Series D shares have cumulative dividend preference.
Securities
Authorized for Issuance Under Equity Compensation Plans
The
information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in
Part III, Item 12 of this Annual Report on Form 10-K, and is incorporated herein by reference.
Penny
Stock Regulations and Restrictions on Marketability
The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a market price below $5. Securities are registered on certain national securities exchanges or quoted on the NASDAQ
system which provides the current price and volume information. The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker’s
or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such
duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone
number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in
penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall
require by rule or regulation.
The
broker-dealer must also provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which
such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and
(d) a monthly account statement showing the market value of each penny stock held in the customer’s account.
In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.
These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling their shares of our common stock.
Common
Stock
Our
Articles of Incorporation authorize the Company to issue up to 100,000,000 shares of common stock, $0.001 par value. On May 3, 2018,
the Company increased its authorized common shares from 100,000,000 to 200,000,000. Each holder of our common stock is entitled to one
(1) vote for each share held on record on all voting matters we present for a vote of stockholders, including the election of directors.
Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities,
and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock. All shares of the Company’s
common stock are entitled to share equally in dividends from sources legally available when, and if, declared by the Company’s
Board of Directors.
Our
Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation,
on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
In
the event of our liquidation or dissolution, all shares of the Company’s common stock are entitled to share equally in our assets
available for distribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred
stock that our Board of Directors may decide to issue in the future.
Preferred
Stock
Our
Articles of Incorporation initially authorized us to issue up to 2,250,350 shares of preferred stock, $0.001 par value. On December 21,
2021, the Company filed the amendment to increase the authorized shares of preferred stock to 5,000,000 shares. 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, 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 April 3, 2026, we had 7,500 shares of our Series A preferred stock, 19,296 shares of Series B preferred stock, 1 share of Series
C preferred stock, 0 share 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 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
one issued and outstanding shares 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 shares of Series D preferred stock issued and outstanding as of April 3, 2026.
Holders
of Series A, Series B, Series C, Series D and Series E have liquidation preference over common shareholders.
Options
We
have not issued and do not have any outstanding options to purchase shares of our common stock.
Registration
Rights
As
of December 31, 2025, there are no other outstanding registration rights or similar agreements.
Related
Party Transactions
On
September 30, 2021, the Company entered into a new Employee Services Agreement with ViaOne effective as of September 1, 2021 (the “Effective
Date”). For a monthly management fee of $42,000 (the “Monthly Management Fee”), ViaOne shall provide to the Company
services related to the Company’s human resources, payroll, marketing, advertising, accounting, and financial services for a period
of one year beginning on the Effective Date and automatically renewing for successive terms of one year each unless either party provides
90 days’ notice. ViaOne has the right to convert part or all of the Monthly Management Fee into shares of the Company’s common
stock, par value $0.001 per share at a Conversion Rate equal to 125% of the Conversion Amount, divided by the Conversion Price. The Conversion
Price means, with respect to the Management Fee, 85% of the volume weighted average price (“VWAP”) for the 5 trading days
immediately prior to the date of the notice of conversion.
On
September 30, 2021, the Company and ViaOne entered into a revolving convertible promissory note (the “Revolving Note”). The
Company agrees to pay ViaOne the principal sum of $1,000,000 or such a smaller amount as ViaOne may advance to the Company from time
to time under the Revolving Note, which is subject to a simple interest rate of 8% per annum and will expire earlier on demand or the
third anniversary of the Original Issue Date. The Company granted ViaOne warrants to purchase the 1,000,000 shares of Common Stocks at
an exercise price of $0.42, a premium of 20% to the closing bid price of the Common Stock the trading day prior to the execution of the
Revolving Note. Payment of all obligations under the Revolving Note is secured by a security interest granted to ViaOne by the Company
in all of the right, title and interest of the Company in all assets of the Company currently owned or acquired hereafter. The Revolving
Note (and any unpaid interest or liquidated damages amount) may be converted into shares of Common Stock at a conversion price of eighty-five
percent (85%) of the VWAP for the five (5) trading days immediately prior to the date of the notice of conversion. The Revolving Note
contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest
when due. Following an event of default, ViaOne is entitled to accelerate the entire indebtedness under the Revolving Note. The restrictions
are also subject to certain additional qualifications and carve-outs, as set forth in the Revolving Note.
On
December 31, 2021, the Company amended both the original and new Employee Service Agreements, Secured Promissory Note, and Revolving
Convertible Promissory Note to allow for the conversion of Notes into shares of the Company’s Series E Preferred Stocks. Effective
December 31, 2021, the original Employee Service Agreement was converted into 24,540 shares of the Company’s Series E Preferred
Stocks and the new Employee Service Agreement was converted into 1,557 shares of the Company’s Series E Preferred Stocks. Additionally,
the Secured Promissory Note and Revolving Convertible Note were converted into 24,836 and 6,730 shares of the Company’s Series
E Preferred Stocks, respectively.
As
of December 31, 2025, the Company owes ViaOne Services a total of $1,129,790, comprising $337,432 as part of the employee service
agreement and $278,432 as operational funding.
The
Company’s Chairman and Chief Executive Officer are the same as the Chairman of ViaOne.
Shares
Eligible for Future Sale
As
of April 3, 2026, we had 129,119,274 shares of our common stock issued and outstanding, a breakdown of which follows:
From
time to time, certain of our stockholders may be eligible to sell some or all of their restricted shares of our common stock by means
of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain
volume restrictions and restrictions on the manner of sale. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely
after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule
144 volume, manner of sale, current public information and notice requirements.
The
eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect prevailing market prices
for our securities and cause you to lose most, if not all, of your investment in our business.
Transfer
Agent
Our
transfer agent is Securities Transfer Corporation with its principal address at 2901 N Dallas Parkway, Suite 380, Plano, TX 75093. Their
phone number is (469) 633-0101. Investors may reach our transfer agent at info@stctransfer.com.
Recent
Sales of Unregistered Securities
On
July 26, 2022, William Crusoe converted 1,000 Class B shares into common stock.
Purchases
of Equity Securities by the Issuer and Affiliated Purchases
During
each month within the fourth quarter of the fiscal year ended December 31, 2025, neither we nor any “affiliated purchaser”,
as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.
ITEM
6. [Reserved]
ITEM
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2025. 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:
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, 2025 as compared to December 31, 2024
● Working Capital
● Operating Revenues
We
have generated $0 in revenue in 2025 and $443 in revenue in the fiscal year of 2024, which reflects a decrease of $433 or 100.00%. 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 MicroBuddiesTM, 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, 2025 were $231,854 compared with $949,434 for the year ended December 31, 2024. The decrease
in operating expenses in the amount of $717,147 or -309.31% is primarily attributed to a decrease in general and administrative fees
of approximately $122,000, a decrease in depreciation and amortization of approximately $20,000, offset by a decrease in
software development costs of $168,000, and a decrease, in professional fees of approximately $403,000, attributed to reduced legal fees
and reduced leased employee services.
During
the year ended December 31, 2025, the Company recorded a net loss of $235,674 compared with a net loss of $962,963 for the year
ended December 31, 2024. The decrease in net loss in the amount of $727,289 or -308.60% is attributed to a decrease in operating
expenses of $717,147 as discussed above, a decrease in other income of approximately $10,000. The decrease in other income is
attributed to other income of approximately $70,000 due to the write off of liabilities past the statute of limitations in 2024
compared to other income of $0 in 2025. In addition, we had a decrease in the impairment charge of approximately $88,000 due to the
write off of intangible assets in 2024 compared to $0 in 2025. 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 MicroBuddiesTM, 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, 2025, the Company’s cash balance consisted of $13,477 compared to cash balance of $14,499 as of December 31,
2024. The decrease in cash balance of $1,022 is primarily attributed to the continued decrease in day-to-day activities. As of
December 31, 2025, the Company had $91,115 in total assets compared to total assets of $91,857 as at December 31, 2024. The slight
decrease in total assets of $742 is primarily attributed to the decrease in the Company’s operations in 2025.
As
of December 31, 2025, the Company had total liabilities of $1,198,906 compared with total liabilities of $977,539 as of December 31, 2024.
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, 2025, the Company has a working deficit of $1,107,691 compared with a working deficit of $885,682 as of December 31,
2024. 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, 2025, the Company used $1,022 of cash for operating activities as compared to the cash usage of $281,217
for operating activities during the year ended December 31, 2024. The cash used during the year is attributed to the decrease in stock
based compensations as well as the increase in accounts payable and accrued expenses and the amounts due to related party for the shared
services.
Cash
flow from Investing Activities
During
the years ended December 31, 2025, the Company had $0 in cash used in investing activities compared to $8,510 in cash provided by investing
activities for the year ended December 31, 2024. The decrease of $8,510 in cash used in investing activities is due to the lack of investing
activities in 2025.
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, 2025, 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.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders
Good
Gaming, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Good Gaming, Inc. (the “Company”) as of December 31, 2025, and December 31,
2024, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended
December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and December 31,
2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.
Substantial
Doubt about the Company’s ability to continue as a Going Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to