Cautionary Statements
This Quarterly Report on Type 10-Q (“Type 10-Q”) might comprise “forward-looking
statements,” as that time period is utilized in federal securities legal guidelines, about
Inc.
situation, outcomes of operations and enterprise. These statements embody, amongst
others:
? statements in regards to the potential advantages that we might expertise from our
enterprise actions and sure transactions we ponder or have accomplished;
and
? statements of GMER’s expectations, beliefs, future plans and techniques,
anticipated developments and different issues that aren’t historic info. These
statements could also be made expressly on this Type 10-
statements by on the lookout for phrases equivalent to “believes,” “expects,” “anticipates,”
“estimates,” “opines,” or comparable expressions used on this Type 10-Q. These
forward-looking statements are topic to quite a few assumptions, dangers and
uncertainties which will trigger GMER’s precise outcomes to be materially totally different
from any future outcomes expressed or implied by GMER in these statements. The
most vital info that would forestall GMER from attaining its said targets
embody, however will not be restricted to, the next:
(a) volatility or decline of our inventory value;
(b) potential fluctuation of quarterly outcomes;
(c) failure of GMER to realize revenues or earnings;
(d) insufficient capital to proceed or develop our enterprise, and incapacity to boost
further capital or financing to implement our enterprise plans;
(e) decline in demand for GMER’s services and products;
(f) speedy adversarial adjustments in markets;
(g) litigation with or authorized claims and allegations by exterior events in opposition to
us, together with however not restricted to challenges to our mental property
rights; and
(h) inadequate revenues to cowl working prices.
There isn’t a assurance that GMER might be worthwhile, capable of efficiently
develop, handle or market its services and products, have the ability to entice or
retain certified executives and personnel, capable of get hold of prospects for its
services or products, further dilution in excellent inventory possession could also be
incurred because of the issuance of extra shares, warrants and inventory choices, the
train of excellent warrants and inventory choices, or the conversion of
convertible promissory notes, and different dangers inherent in GMER’s companies.
As a result of the statements are topic to dangers and uncertainties, precise outcomes
might differ materially from these expressed or implied by the forward-looking
statements. GMER cautions you to not place undue reliance on the statements,
which communicate solely as of the date of this Type 10-Q. The cautionary statements
contained or referred to on this part must be thought-about in reference to
any subsequent written or oral forward-looking statements that GMER or individuals
appearing on its behalf might difficulty. GMER doesn’t undertake any obligation to overview
or affirm analysts’ expectations or estimates or to launch publicly any
revisions to any forward-looking statements to replicate occasions or circumstances
after the date of this Type 10-Q, or to replicate the prevalence of unanticipated
occasions.
16 Overview
The Firm was integrated on
Nevada
event gaming supplier in addition to an internet vacation spot, concentrating on over 250
million esports gamers and contributors worldwide that need to compete on the
highschool or faculty stage. We’re a developmental stage enterprise, have
generated restricted revenues so far and have a historical past of working losses.
The
who acknowledged the necessity that tens of millions of avid gamers worldwide desired to play video games
at aggressive ranges. The founders acknowledged that there was no construction or
group on a big scale for beginner avid gamers whereas skilled esports was
shortly establishing itself.
rising esports trade, just like the highschool and faculty athletic
trade.
to compete on the semi-professional stage, enhance their gaming abilities, and
work together with veteran avid gamers globally in a vacation spot website and social
networking framework.
specializing in greater than roughly 250 million avid gamers that fall under the
skilled stage however are above the informal stage, categorised as “amateurs.”
being the primary firm to supply multi-game, multi-console companies on the
beginner esports stage. The Firm is just not unique to any explicit {hardware}
or software program vendor.
On
public beta testing of their 2.0 event platform to find out the
performance, pace, ease of use, and accuracy of the system and are getting ready
to enter into full-blown manufacturing.
On
the property of
that date, the Firm’s former CEO,
appointed
administrators (the “Board”).
funding banker with greater than 20 years of expertise in telecommunications,
media and expertise. As well as,
shareholders to the Firm’s Board.
of
hundreds of subscribers primarily within the Midwest.
On
Dorwart
Dorwart
entrepreneurism and government stage administration to the Firm.
CoFounder and CEO of dPi Teleconnect, a pay as you go wi-fi supplier, for 10 years.
Throughout his tenure, he grew the corporate from a start-up to
revenues earlier than promoting the corporate. During the last 9 years, he has been concerned
with a number of different profitable tasks together with
Power Distribution, PayGo Distributors and
presently the Chairman and CoFounder of ViaOne Providers, an organization which
makes a speciality of wi-fi communications and supplies intricate multi-faceted
companies for start-up corporations using trade specialists. By advantage of their
possession of this Sequence C Most popular Inventory, ViaOne is the Firm’s principal
stockholder.
On
government stage professionals by including two seasoned people who specialize
in group and finance in addition to the branding and advertising of established
and rising organizations that are poised to point out vital progress.
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board member. He’s an skilled CPA and monetary government who has labored in
progressively extra superior government roles all through his profession. Having labored
at Verizon, Ebay and now ViaOne Providers during the last 14 years, he has
developed intimate and intensive information of government stage administration and the
telecommunications trade. He has labored in all elements of Finance,
Accounting,
skilled with over 15 years of expertise efficiently growing advertising
and branding methods. He has been persistently famous by executives,
colleagues, and journalists for his particular experience in bringing merchandise and
companies on-line with a complete digital go-to-market technique.
beforehand held government stage positions as Director of Advertising for
Advertising of ViaOne Providers the place he develops all advertising and buyer
acquisition methods for 14 shopper going through manufacturers.
On
CEO. Moreover, the Board of Administrators permitted to elect
On
Grover’s
Board, efficient instantly.
On
because the Secretary of the Firm and as a member on the Board, efficient
instantly.
On
which prompted enhancements to its enterprise mannequin and a discount in bills
designed to speed up its transfer to free money circulation technology.
On
In September of 2017, the Firm started specializing in its Minecraft server by
enhancing the event employees and launched an providing of microtransactions
after it noticed the chance to generate income with out including quite a lot of
overhead. The preliminary providing of microtransactions exceeded income
expectations and the Firm has continued to develop the Minecraft server
choices. The Firm additionally started pursuing the acquisition of further
Minecraft servers that had been already established to start scaling this effort.
In December of 2017, the Firm started exploring potential partnerships with
numerous franchise alternatives associated to each LAN facilities and Digital Actuality
facilities. Monetary evaluation and analysis on these alternatives is ongoing.
On
consideration of
On
In
to give attention to Minecraft servers.
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place.
On
“MicroBuddies™” that mixes Ethereum ERC721 NFTs (Non-fungible tokens),
non-standard ERC20 tokens (GOO™), and strategic gameplay to duplicate and create
distinctive and uncommon NFTs. The sport might be performed on-line by way of the MicroBuddies
web site and blockchain transactions happen on the Polygon Community.
On
different associated sport phrases.
On
Occasion”, which was the sale of Nano Manufacturing unit Tokens at a reduced price of 0.05
Ethereum. We raised the costs of Nano Manufacturing unit Token to 0.15 Ethereum previous to
the complete sport launch in This fall 2021. Nano Manufacturing unit Tokens obtained in the course of the Genesis
Occasion had been used to synthesize a Era 0 Microbuddy™ on the sport launch in
the 4th Quarter of 2021. Nano Manufacturing unit Tokens had been restricted to three purchases per
pockets. Unsold Nano Manufacturing unit Tokens had been destroyed and no Nano Manufacturing unit Tokens
might be made accessible ever once more.
18
On
accepted by OTC Markets to uplist from Pink Sheet Present to the OTCQB tier for
buying and selling.
On
on the mainnet utilizing Polygon, which is an Ethereum appropriate blockchain
constructing platform that gives a safe and lower-cost various to
Ethereum’s escalating gasoline charges and wait instances. The Firm additionally introduced
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with a a number of institutional and accredited traders pursuant to which the
Firm will promote to the Traders in a non-public placement an combination of (i)
15,922,156 shares of frequent inventory, (ii) pre-funded warrants to buy as much as an
combination of 4,811,181 shares of frequent inventory and (iii) warrants to buy up
to an combination of 20,733,337 shares of frequent inventory for gross proceeds to the
Firm of roughly
of frequent inventory and a warrant to buy one share of frequent inventory is
the mixed buy value for one pre-funded warrant to buy one share of
frequent inventory and a warrant to buy one share of frequent inventory is 0.1499.
On
“MicroBuddies™” NFT sport might be on
This announcement comes after greater than 95% of gamers concerned in Beta I and
Beta II testing packages voted to launch the sport right now, primarily based on
gameplay and consumer expertise.
On
Incorporation with the Secretary of State of the
improve the full variety of licensed shares of the Firm from 2 hundred
two million 2 hundred fifty thousand (202,250,000) licensed shares to 2
hundred 5 million (205,000,000) licensed shares. Addition to that, the
Firm filed a Certificates of Designation with the Secretary of State of the
(2,750,000) shares of the Firm’s Sequence E Convertible Most popular Inventory. Every
of the Sequence E Shares are convertible on the possibility of the holder at any time
into 1,000 shares of the Firm’s frequent inventory. The holders of the Sequence E
Shares will vote along with the frequent inventory on an as-converted foundation. The
Sequence E Shares will not be entitled to any dividend besides that within the occasion that
the Board of Administrators of the Firm declares a dividend to every other class of
inventory, Sequence E Shares are entitled to a dividend equal to what they might
obtain on an as transformed to frequent inventory foundation.
On
Firm that entitles such holder to vote a majority of the issued and
excellent voting securities of the Firm’s permitted by written consent that
the Firm undertake 2022 Inventory Incentive Plan (the “2022 Plan”), which changed
the 2018 Inventory Incentive Plan. There are 30,000,000 shares licensed beneath the
2022 Plan, which is a rise from 10,000,000 licensed beneath the 2018 Plan.
Beneath the 2022 Plan, the board of administrators of the Firm (the “Board”) might
resolve at its sole discretion to grant fairness awards to sure workers and
consultants, together with workers and consultants of
are additionally deemed consultants of the Firm. As well as, on
Advisors, together with
Plan.
officer of the Firm and
2022 Plan.
On
its MicroBuddies NFT Recreation and the adoption of the 2022 Plan.
19 Know-how
In 2016, the Firm accomplished its 2.0 event platform and thereafter ran
dozens of robotic inside take a look at tournaments and held quite a few free-to-play
tournaments on massive scales with its accomplice The Syndicate, the proprietor of the
world’s longest working on-line gaming guild that has 1,200 members worldwide.
contributors in
100 fixes and adjustments to the system, it now runs easily. The system is
designed to scale to 512,000 concurrent rivals. The Firm has up to date the
system to deal with crew tournaments, which is able to additional develop its alternative to
fashionable titles which have tens of tens of millions of lively gamers and has lately
launched titles which have the potential for cross-platform play amongst Gaming PC,
Microsoft Xbox and Sony PlayStation.
In 2017, firm ran a whole lot of tournaments frequently with a devoted
buyer base of over 30,000 members. Moreover, the Firm expanded its
web site by providing content material related to the member base with data
regarding sport play technique and sport information. This generated practically 100,000
distinctive visits monthly. In an effort to monetize that visitors, the Firm
employed using
After cautious analysis of the Firm’s technique, administration determined to maneuver
away from free tournaments and customized content material and give attention to rising and
monetizing our Minecraft server, which has grown considerably in reputation.
This determination was a results of complete aggressive evaluation and evaluations
made in how the esports trade was shifting in its house. Tournaments and
customized content material are presently suspended whereas the Firm grows income and
focuses on increasing its efforts with Minecraft. The Firm has additionally
aggressively evaluated a number of enterprise fashions and acquisition alternatives to
resume its earlier success as it’s associated to tournaments.
In 2018, the Firm acquired the Minecade and Olimpo Minecraft servers so as
to ship on growth efforts. This transfer, coupled with continued development
of the core Good Gaming Minecraft server considerably elevated revenues and
visitors. By the top of the yr, the Firm struck a cope with a distinguished
Minecraft influencer, which resulted within the single highest month-to-month earnings
achieved inside the Minecraft division, so far.
In 2019, following a extreme downturn of enterprise within the Minecraft sector as a
complete, the Firm determined to quickly droop the Minecade and Olimpo
networks and refocus its efforts again on the core
the yr was spent upgrading and overhauling the server’s current
infrastructure, which had grown stale over prior years. The Firm tailored its
technique to focus on long run success and consistency by way of main improvements
within the
recode of the Minecade server.
In 2020, the Firm finalized its infrastructure overhaul to be used in upcoming
releases. A brand new, experimental model of Jail, Jail MMO, was launched as an
early entry sport mode in
self-sustaining Minecraft sport mode which includes parts of the Massively
Multiplayer On-line online game style. The Firm expects regular progress from this
mode because it continues growing Jail MMO. On
launched its first iteration of a brand new
some sturdy success. Throughout the third quarter of 2020, the Firm carried out a
new workflow administration model and launched its summer season version of
launch of the summer season version signified a renewed give attention to constant progress
by way of common, participant centered updates. The Firm’s fall launch of Jail in
so far.
In 2021, the Firm kicked off the primary quarter with main upgrades to its
Winter version of
Jail. The Firm used this era to experiment with new launch schedules
and sport mechanics with the objective of figuring out the right way to additional strengthen future
releases. Moreover, the Firm formulated a brand new plan to create a brand new sport
referred to as “MicroBuddies™” that mixes Ethereum ERC721 NFTs (Non-fungible tokens),
non-standard ERC20 tokens (GOO™), and strategic gameplay to duplicate and create
distinctive and uncommon NFTs. The sport might be performed on-line by way of the MicroBuddies
web site and blockchain transactions happen on the Polygon Community.The sport
was launched on
Beta 1 and a pair of testing packages voted to launch the sport primarily based on gameplay and
consumer expertise.
20 Enterprise Technique
Previously, our administration crew’s enterprise technique was to be a full-service
firm offering finest in school Esports gaming tournaments and Minecraft
experiences. With the onset of the pandemic, the Esports trade has suffered a
appreciable quantity of misplaced enterprise alternatives. We weren’t resistant to the
results of the pandemic on our Esports enterprise. As well as, the scale of the
PC-based Minecraft gaming neighborhood has shrunk significantly. We’ve taken a
exhausting take a look at each the Esports and Minecraft enterprise verticals and decided
that each methods are now not in the most effective curiosity of the corporate and our
shareholders. We really feel that each the Esports and Minecraft verticals should not have
vital upside sooner or later. As so, the Esports and Minecraft enterprise
verticals is not going to comprise a significant phase of our ongoing enterprise
technique. We is not going to designate any future funding in both of those
verticals for the foreseeable future.
With the rise within the reputation of the crypto-currency and blockchain
applied sciences, the Firm has determined to put money into the creation of its new sport,
“MicroBuddies™” which mixes Ethereum ERC721 NFTs (Non-fungible tokens),
non-standard ERC20 tokens (GOO™), and strategic, long-tail net browser gameplay
to duplicate and create distinctive and collectible NFTs. ERC20 “GOO™” tokens are
restricted to make use of as an in-game forex solely. This technique will permit us to enter
the rising NFT and blockchain gaming house. Preliminary revenues from
“MicroBuddies™” will come from the sale of Nano Manufacturing unit Tokens that might be used
to synthesize technology 0 of “MicroBuddies™”. Ongoing “MicroBuddies™” revenues
might be generated from a 5% royalty on the entire gross sales of “MicroBuddy™” NFTs in
third-party marketplaces and a .01 MATIC per “MicroBuddy™” replication. In 2022,
we are going to introduce further initiatives across the “MicroBuddies™ mental
property. We count on the ancillary “MicroBuddies™” initiatives to create
constant, recurring income over the lifetime of the property.
Shifting ahead, we’re going to develop the “MicroBuddies™” mental property
to metaverse/digital world social gaming experiences. There are lots of present and
rising metaverse/digital world platforms. Some current platforms have already got
better than 100 million customers whereas different platforms are slated to
launch later in 2022 or in 2023. We see constructing “MicroBuddies™” themed gaming
experiences in these kind of metaverses/digital worlds as a stable technique to
create lengthy tail income engines whereas exposing the “MicroBuddies™” franchise to
massive, numerous audiences.
Staff
We’ve three full-time consultants, and three part-time contractors engaged on
numerous
Working Officer, one Software program Engineer and one Operations Supervisor. The
part-time guide crew consists of two graphic designers and one neighborhood
supervisor. Pursuant to our Administration Providers Settlement with
sure workers of ViaOne are deemed to be consultants of the Firm.
Places of work
Our government places of work are positioned at
PA
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Not too long ago Issued Accounting Pronouncements
None. RESULTS OF OPERATIONS
Our auditors have issued a going concern opinion on the monetary statements for
the yr ended
was substantial doubt that we might proceed as an ongoing enterprise for the subsequent
twelve months from the date of issuance of this going concern opinion until we
obtained further capital. We generated little income previously. We’ve
accomplished the event of our web site, sourced out suppliers for merchandise to
promote and sourced out prospects to purchase our merchandise. Accordingly, we have to
increase money from sources aside from operations. Our different supply for money at this
time is investments by others in our firm and the income we generate from
the gross sales of our merchandise. We have to increase money to proceed our challenge and
construct our operations.
Plan of Operation – Milestones
We’re at an early stage of our new enterprise operations. Over the subsequent twelve
months, our major goal milestones embody:
1 Proceed to realize progress inside our MicroBuddies™ vertical by way of ancillary
gaming initiatives throughout a wide range of interactive platforms.
2 Proceed to advertise and improve gamers of the Digital Collectibles sport
MicroBuddies™ to develop income generated by the varied elements of sport play.
3 Launch the metaverse/digital world gaming initiative inside a well-established
third celebration expertise that has a big, already established, world attain.
Proceed to guage alternatives which have synergies to our current enterprise
line and create persevering with income streams.
Restricted working historical past and want for added capital
There may be restricted historic monetary details about us upon which to base an
analysis of our efficiency regarding our new enterprise course. We’ve
generated little income. We can’t assure we might be profitable in our
enterprise operations. Our enterprise is topic to dangers inherent within the
institution of a brand new enterprise enterprise, together with restricted capital sources
and attainable price overruns because of value and value will increase in companies and
merchandise.
22 Outcomes of Operations
The three months ended
? Working Capital
March 31, 2022 March 31, 2021
Present Belongings $ 1,943,715 $ 1,622
Present Liabilities 273,314 3,505,076
Working Capital (Deficit) $ 1,670,401 $ (3,503,454 )
? Working Revenues
We’ve generated
lower of
lower in utilization of the Microbuddies sport.
? Working Bills and Web Loss
Working bills for the three months ended
in contrast with
a rise of
a change in skilled charges for promoting and promotion and normal
administrative charges, deriving from Viaone month-to-month administration price.
Throughout the three months ended
(
web earnings was attributed to a rise {of professional} charges for promoting
and promotions and administrative charges, and a slight lower of income.
? Liquidity and Capital Sources
As of
in comparison with money steadiness of
money steadiness was attributed to the rise in further paid in capital for
frequent inventory. As of
in comparison with complete property of
property was attributed to further funding capital funds obtained.
As of
with complete liabilities of
liabilities was attributable to Viaone Word conversion to shares of inventory and
lower in by-product liabilities.
As of
with a working capital deficit of
working capital is because of further investor capital funds, used for normal
working capital functions.
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Money circulation from Working Actions
Throughout the three months ended
for working actions in comparison with using money in an quantity of
working actions in the course of the three months ended
displays a rise of
working actions was attributed to the corporate’s improve in promoting and
promotions and administration charges.
Money circulation from Investing Actions
The Firm had
ended
money utilized in investing actions was attributed to the acquisition of digital
property associated to the creation of NFTs for MicroBuddies.
Money circulation from Financing Actions
Throughout the yr ended
financing actions in comparison with
which displays a lower of
actions was because of the lower in financing that we obtained for day-to-day
actions.
Going Concern
We’ve not attained worthwhile operations and are dependent upon acquiring
financing to pursue any intensive acquisitions and actions. For these
causes, our auditors said of their report on our audited monetary statements
that they’ve substantial doubt that we will proceed as a going
concern for a interval of 1 yr from the issuance of those monetary statements
with out additional financing.
Off-Stability Sheet Preparations
As of
have or are moderately more likely to have a present or future impact on our
monetary situation, adjustments in monetary situation, revenues or bills,
outcomes of operations, liquidity, capital expenditures or capital sources that
are materials to stockholders.
Future Financings
We are going to proceed to depend on fairness gross sales of our most well-liked shares with a view to
proceed to fund our enterprise operations. Issuances of further shares will
lead to dilution to current stockholders.
There isn’t a assurance that we’ll obtain any further gross sales of the fairness
securities or prepare for debt or different financing to fund our operations and
different actions.
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