Good Gaming (GMER) reports Q1 2026 loss and going concern uncertainty

Rhea-AI Filing Summary

Good Gaming, Inc. reported another quarter with no revenue and a net loss of $63,017 for the three months ended March 31, 2026, slightly improved from a loss of $81,000 a year earlier as operating expenses fell about 29.46%.

The company remains in severe financial distress, with a working capital deficit of $1,170,708, an accumulated deficit of $11,873,493, and cash of only $24,802. Management and auditors state there is substantial doubt about its ability to continue as a going concern without new financing.

The business has shifted to distributing mobile games pre-installed on devices via partnerships such as ViaOne Services, to which it owes $1,187,463. As of May 15, 2026, there were 129,117,273 common shares outstanding, alongside multiple series of convertible preferred stock and 22,392,004 outstanding warrants that could significantly increase share count if exercised or converted.

Positive

• None.

Negative

• Going concern uncertainty and ongoing losses: The company generated no revenue in Q1 2026, reported a net loss of $63,017, and disclosed substantial doubt about its ability to continue as a going concern due to minimal cash, recurring losses, and reliance on external financing.

Insights

Small-cap credit and restructuring analyst

Good Gaming shows lower losses but faces acute going concern risk and heavy related-party dependence.

Good Gaming, Inc. posted a quarterly net loss of $63,017 with zero revenue, while cutting operating expenses to $61,800, down 29.46% year over year. Cash at March 31, 2026 was just $24,802 against current liabilities of $1,249,056, leaving a working capital deficit of $1,170,708.

Audited and interim disclosures highlight “substantial doubt” about the company’s ability to continue as a going concern without new capital. The accumulated deficit of $11,873,493 and lack of revenue mean operations are effectively funded by creditors and shareholders, not the underlying business.

Risk is compounded by heavy reliance on related party ViaOne Services, which is owed $1,187,463, and by 22,392,004 warrants at a weighted average exercise price of $0.1963 plus multiple series of convertible preferred stock that could add 61,672,201 common shares. Subsequent filings will need to show whether the new mobile game pre-installation strategy begins generating revenue and whether fresh financing is secured.

Key Figures

Q1 2026 Revenue: $0 Q1 2026 Net Loss: $63,017 Cash Balance: $24,802 +5 more

8 metrics

Q1 2026 Revenue $0 Three months ended March 31, 2026

Q1 2026 Net Loss $63,017 Three months ended March 31, 2026

Cash Balance $24,802 As of March 31, 2026

Working Capital Deficit $1,170,708 As of March 31, 2026

Accumulated Deficit $11,873,493 As of March 31, 2026

Current Liabilities $1,249,056 As of March 31, 2026

Warrants Outstanding 22,392,004 warrants at $0.1963 As of March 31, 2026

Related Party Payable to ViaOne $1,187,463 As of March 31, 2026

Key Terms

going concern, working capital deficit, preferred stock, warrants, +2 more

6 terms

going concern financial

"These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

working capital deficit financial

"As of March 31, 2026, the Company had a working capital deficit of $1,170,708"

A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.

preferred stock financial

"Our Articles of Incorporation authorize us to issue up to 5,000,350 shares of preferred stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

warrants financial

"the Company issued new warrants according to the following table Schedule of Private Placement Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

related party transactions financial

"As of March 31, 2026, the Company owes ViaOne Services a total of $1,187,463"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

material weakness financial

"The material weakness relates to the lack of segregation of duties in financial reporting"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2026

or

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

For the transition period from ______ to ______

Commission File Number: 000-53949

Good Gaming, Inc.

(Exact name of registrant as specified in its charter)

Nevada		46-3917807
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

(Address of principal executive offices and Zip Code)

(844) 419-7445

Registrant’s telephone number, including area code

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

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

YES ☒ NO ☐

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

YES ☒ NO ☐

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

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
(Do not check if smaller reporting company)		Emerging Growth Company	☐

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of May 15, 2026, there were 129,117,273 issued and outstanding shares of common stock of the registrant, par value $0.001.

TABLE OF CONTENTS

		Page
Part I FINANCIAL INFORMATION
Item 1	Financial Statements	F-1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4	Controls and Procedures	6
Part II OTHER INFORMATION
Item 1	Legal Proceedings	7
Item 1A	Risk Factors	7
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3	Defaults Upon Senior Securities	7
Item 4	Mine Safety Disclosures	7
Item 5	Other Information	7
Item 6	Exhibits	7
	Signatures	8

2

FORWARD LOOKING STATEMENTS

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

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

●	our growth strategies;
●	our anticipated future operations and profitability;
●	our future financing capabilities and anticipated need for working capital;
●	the anticipated trends in our industry;
●	acquisitions of other companies or assets that we might undertake in the future; and
●	current and future competition.

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

3

PART 1

Item 1. Financial Statements

Good Gaming, Inc.

Balance Sheets

		March 31,				December 31,
		2026				2025
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	24,802			$	13,477
Prepaid expenses			53,546				77,638
Total Current Assets		$	78,348			$	91,115
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable		$	23,112			$	11,091
Accounts payable and accrued expenses related party			1,225,944				1,187,715
Accounts payable and accrued expenses			1,225,944				1,187,715
Total Current Liabilities			1,249,056				1,198,806
Commitments and Contingencies			-				-
STOCKHOLDERS’ DEFICIT
Class A Preferred Stock
Authorized: 2,000,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 7,500 Shares			8				8
Class B Preferred Stock
Authorized: 249,999 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 19,296 Shares			19				19
Class C Preferred Stock
Authorized: 1 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 1 Share			1				1
Class D Preferred Stock
Authorized: Authorized: 350 Preferred Shares, With a Par Value of $0.001: No shares Issued and Outstanding			-				-
Class E Preferred Stock
Authorized: Authorized: 2,750,000 Preferred Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 57,663			58				58
Preferred stock value			58				58
Common Stock
Authorized: 200,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding March 31, 2026 and December 31, 2025, respectively: 129,117,273 and 129,117,273			129,117				129,117
Additional Paid-In Capital			10,573,582				10,573,582
Accumulated deficit			(11,873,493	)			(11,810,476	)
Total Stockholders’ Deficit			(1,170,708	)			(1,107,691	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	78,348			$	91,115

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

F-1

Good Gaming, Inc.

Statements of Operations

(Unaudited)

		2026				2025
		Three Months Ended March 31,
		2026				2025
REVENUES		$	-			$	-
COST OF GOODS SOLD			-				-
GROSS LOSS			-				-
OPERATING EXPENSES
General and administrative			33,054				35,068
Professional Fees			28,746				44,937
Total Operating Expenses			61,800				80,005
OPERATING LOSS			(61,800	)			(80,005	)
OTHER EXPENSE
Interest expense			(1,217	)			(995	)
Total Other Expense			(1,217	)			(995	)
NET LOSS		$	(63,017	)		$	(81,000	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			129,117,273				128,873,023

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

F-2

Good Gaming, Inc.

Statements of Stockholders’ Deficit

For the three months ended March 31, 2026 and 2025

(Unaudited)

		Preferred Stock																																																																Total
		Class A								Class B								Class C								Class D								Class E								Common Stock								Warrants								Additional Paid-in				Accumulated				Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance December 31, 2024			7,500			$	8				19,296			$	19				1			$	1				-			$	-				57,663			$	58				127,929,031			$	127,929				-			$	-			$	10,561,105				(11,574,802	)		$	(885,682	)
Stock based compensation converted to common stock			-				-				-				-				-				-				-				-				-				-				1,188,242				1,188				-				-				12,477				-				13,665
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				-				-				-				(81,000	)			(81,000	)
Balance December 31, 2025			7,500			$	8				19,296			$	19				1			$	1				-			$	-				57,663			$	58				129,117,273			$	129,117				-			$	-			$	10,573,582				(11,810,476	)		$	(1,107,691	)
Balance			7,500			$	8				19,296			$	19				1			$	1				-			$	-				57,663			$	58				129,117,273			$	129,117				-			$	-			$	10,573,582				(11,810,476	)		$	(1,107,691	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				-				-				-				(63,017	)			(63,017	)
Balance March 31, 2026			7,500			$	8				19,296			$	19				1			$	1				-			$	-				57,663			$	58				129,117,273			$	129,117				-			$	-			$	10,573,582			$	(11,873,493	)		$	(1,170,708	)
Balance			7,500			$	8				19,296			$	19				1			$	1				-			$	-				57,663			$	58				129,117,273			$	129,117				-			$	-			$	10,573,582			$	(11,873,493	)		$	(1,170,708	)

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

F-3

Good Gaming, Inc.

Statements of Cash Flows

(Unaudited)

		2026				2025
		Three Months Ended March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(63,017	)		$	(81,000	)
Items to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation			-				13,665
Changes in operating assets and liabilities
(Increase) / decrease in prepaid expenses			24,092				23,987
Increase in accounts payable - related party			38,229				9,205
Increase in accounts payable and accrued expenses			12,021				21,803
Net Cash Provided by (Used in) Operating Activities			11,325				(12,340	)
Increase (Decrease) in Cash			11,325				(12,340	)
CASH AT BEGINNING OF PERIOD			13,477				14,499
CASH AT END OF PERIOD		$	24,802			$	2,159
Supplemental Cash Flow Information:
Cash paid for:
Interest Paid		$	-			$	-
Taxes		$	-			$	-

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

F-4

Good Gaming, Inc.

Notes to the Financial Statements

(Unaudited)

1. Nature of Operations and Continuance of Business

Good Gaming, Inc. (formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008, under the laws of the State of Nevada. The company operates as a distributor of mobile games by pre-installing them on devices sold by mobile phone service providers. Before adopting its current operating strategy, the Company launched a mobile game titled Galactic Acres, developed a crypto game named MicroBuddies, created several engaging experiences on Roblox, managed multiple Minecraft servers, provided transaction verification services within the digital currency networks of cryptocurrencies, and hosted numerous esports tournaments, which business operations the Company formally exited by selling those assets and related intellectual property. The Company seeks to expand its footprint by creating additional partnerships with other telecommunications providers, device manufacturers and game publishers.

Going Concern

These financial statements have been prepared on a going concern basis, implying that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date, has never paid any dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of March 31, 2026, the Company had a working capital deficit of $1,170,708 and an accumulated deficit of $11,873,493.

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

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

2. Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

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

F-5

Cash Equivalents

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

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2026 and 2025, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding preferred stock and outstanding warrants, respectively.

Income Taxes

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

Financial Instruments

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

Level 1

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

F-6

Level 2

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

Level 3

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

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

Advertising Expenses

Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $12,145 and $13,522 in advertising and promotion expenses in the three months ended March 31, 2026 and 2025, respectively.

Revenue Recognition

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

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements. - ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires companies to disclose significant segment expenses provided to the chief operating decision maker (“CODM”) and a description of other segment items. Additionally, all existing annual disclosures must be provided on an interim basis. This ASU is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This ASU is required to be applied retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company has evaluated the impact and determined there was no impact to the financial statements as of March 31, 2026.

ASU 2023-09, Improvements to Income Tax Disclosures, requires improved disclosures related to the rate reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense attributable to continuing operations to the U.S. statutory federal income tax rate applied to pre-tax income from continuing operations. Additionally, this ASU requires companies to disclose the total amount of income taxes paid during the period. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company has evaluated the impact and determined there was no impact to the financial statements as of March 31, 2026.

ASU 2024-03, Disaggregation of Income Statement Expenses, requires disaggregated disclosures in the notes to the consolidated financial statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income. This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact to the Company’s financial statements.

F-7

3. Common Stock

Share Transactions for the three months ended March 31, 2026:

None.

Share Transactions for the Year Ended December 31, 2025:

On January 3, 2025, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

On February 3, 2025, the Company issued 594,121 Company’s common stock to ViaOne employees as stock based compensation.

4. Preferred Stock

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

As of March 31, 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, and 0 shares of Series D Preferred Stock, and 57,663 shares of Series E preferred stock issued and outstanding.

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

F-8

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

The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of March 31, 2026.

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

5. Warrant

As part of the Private Placement from December 2021, the Company issued new warrants according to the following table:

 Schedule of Private Placement Warrants

						Weighted
		Number of				Average
		Shares				Exercise Price
Outstanding at December 31, 2024			22,392,004			$	0.1963
Issued			-				-
Exercised			-				-
Expired or cancelled			-				-
Outstanding at December 31, 2025			22,392,004				0.1963
Issued			-				-
Exercised			-				-
Expired or cancelled			-				-
Outstanding at March 31, 2026			22,392,004			$	0.1963

The following table summarizes warrants outstanding as of March 31, 2026:

 Schedule of Warrants Outstanding

Weighted Average

Number

Remaining

Weighted

Outstanding

Contractual

Average

Exercise Price

and Exercisable

Life (years)

Exercise price

$0.1495 - $0.2000

22,392,004

1.08

$

0.1963

6. Related Party Transactions

As of March 31, 2026, the Company owes ViaOne Services a total of $1,187,463, comprising $337,432 as part of the employee service agreement and $850,031 as vendor payment.

The Company’s Chairman and Chief Executive Officer is the Chairman and CEO of ViaOne and Assist Wireless.

7. Commitments and Contingencies

None.

8. Subsequent Events

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to March 31, 2026 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements.

F-9

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

Forward-Looking Statements and Associated Risks.

This form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate, or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

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 not generated any 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

The three months ended March 31, 2026 as compared to March 31, 2025

4

● Operating Expenses and Net Loss

Operating expenses for the three months ended March 31, 2026 and 2025 were $61,800 and $80,005, respectively, which reflects a decrease of $18,205 or 29.46%. The decrease in expenses was attributable to a reduction in operations resulting in reductions in general administrative fees and professional fees.

During the three months ended March 31, 2026 and 2025, the Company recorded a net loss of $63,017 and $81,000, respectively, which reflects a decrease of $17,983 or 22.20%. The decrease in net loss was attributed to a decrease in operating expenses.

● Liquidity and Capital Resources

● Working Capital

		March 31, 2026				December 31, 2025
Current Assets		$	78,348			$	91,115
Current Liabilities			1,249,056				1,198,806
Working Capital (Deficit)		$	(1,170,708	)		$	(1,107,691	)

As of March 31, 2026 and December 31, 2025, the Company’s cash balance consisted of $24,802 and $13,477, respectively. The increase in the cash balance was attributed to the increase in cash provided by operating activities and decrease in expenses paid for day to day activities. As of March 31, 2026 and December 31, 2025, the Company had $78,348 and $91,115 in total assets, respectively. The decrease in total assets was attributed to the decrease in prepaid expenses.

As of March 31, 2026 and December 31, 2025, the Company had total liabilities of $1,249,056 and $1,198,806, respectively. The increase in liabilities was attributable to the decline in cash expended for day to day activity resulting in an increase to total liabilities.

As of March 31, 2026 and December 31, 2025, the Company has a working capital of ($1,170,708) and ($1,107,691), respectively. The increase in working capital is due to a decline in total assets as well as cash expended for day to day activity resulting in an increase in accounts payable.

Cash flow from Operating Activities

During the three months ended March 31, 2026 and 2025, the Company provided $11,325 and used $12,340 of cash for operating activities, respectively, which reflects an increase of $23,665 or 191.77%. The increase in cash for operating activities was attributed to the company’s decrease in prepaid expenses and increase in accounts payable.

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.

5

Off-Balance Sheet Arrangements

As of March 31, 2026, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

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

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

Critical Accounting Policies

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the three-month period ended March 31, 2026 covered by this quarterly report on Form 10-Q, such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and accounting functions were performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer and Chief Financial Officer did not possess accounting expertise and our company does not have an audit committee. This weakness was due to the Company’s lack of working capital to hire additional staff. Subsequently, with the completion of transition in the management and Board, the financial management will be led by a certified public accountant with extensive accounting experience who follows the standards of U.S. generally accepted accounting principles and internal controls procedures to ensure the faithful representation of the financial statements, including the results of operations, financial position, and cash flows of the reporting entity.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6

PART II - OTHER INFORMATION

Item 1. Legal proceedings

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

Item 1–A. Risk factors

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

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

None.

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not Applicable.

Item 5. Other information

Rule 10b5-1 Trading Arrangement

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
31.2		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
32.2		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

7

SIGNATURES

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

Good Gaming, Inc.

(the “Registrant”)

May 15, 2026

/s/ David B. Dorwart

David B. Dorwart

Principal Executive Officer

8

FAQ

How did Good Gaming (GMER) perform financially in Q1 2026?

Good Gaming reported no revenue and a net loss of $63,017 for the quarter ended March 31, 2026. This compares to a loss of $81,000 a year earlier, reflecting lower operating expenses but no meaningful business-generated cash inflows.

What is Good Gaming (GMER)’s cash position and working capital as of March 31, 2026?

As of March 31, 2026, Good Gaming held $24,802 in cash and had current assets of $78,348 against current liabilities of $1,249,056. This produced a working capital deficit of $1,170,708, underscoring tight liquidity and funding pressure.

Does Good Gaming (GMER) face a going concern risk?

Yes. Management and auditors state there is substantial doubt about Good Gaming’s ability to continue as a going concern. The company has minimal cash, recurring net losses, an accumulated deficit of $11,873,493, and depends on shareholder support and financing to fund operations.

How many Good Gaming (GMER) shares are outstanding and what potential dilution exists?

As of May 15, 2026, Good Gaming had 129,117,273 common shares outstanding. Outstanding Series A, B and E preferred stock could convert into 61,672,201 additional common shares, and 22,392,004 warrants are outstanding with a weighted average exercise price of $0.1963.

What is Good Gaming (GMER)’s current business model after exiting prior gaming operations?

Good Gaming now operates as a distributor of mobile games, focusing on pre-installing games on devices sold by mobile service providers. It previously exited crypto, Roblox, Minecraft and esports operations by selling those assets and related intellectual property.

What related party obligations does Good Gaming (GMER) have to ViaOne Services?

As of March 31, 2026, Good Gaming owed $1,187,463 to ViaOne Services. This includes $337,432 under an employee service agreement and $850,031 in vendor payments. The company’s Chairman and CEO also leads ViaOne and Assist Wireless, concentrating related-party exposure.

Did Good Gaming (GMER) identify any internal control weaknesses in Q1 2026?

Yes. The company reported a material weakness in internal control over financial reporting due to lack of segregation of duties and reliance on an external consultant without accounting oversight. Management plans for financial leadership by a certified public accountant to address this.