Form 10-Q GOOD GAMING, INC. For: Mar 31

Good
Gaming, Inc.

Consolidated
Balance Sheets

(Expressed
in U.S. Dollars)

(Unaudited)

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

Good
Gaming, Inc

Consolidated
Statement of Operations

(Expressed
in U.S Dollars)

(Unaudited)

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

Good
Gaming, Inc

Consolidated
Statements of Cash Flows

(Expressed
in U.S Dollars)

(Unaudited)

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

Good
Gaming, Inc.

Statements
of Stockholders’ Equity (Deficit)

(Expressed
in U. S. Dollars)

The
accompanying notes are an integral part of these financial statements

Good
Gaming, Inc.

Statements
of Stockholders’ Equity (Deficit)

(Expressed
in U. S. Dollars)

The
accompanying notes are an integral part of these financial statements

Good
Gaming, Inc.

Notes
to the Consolidated Financial Statements

(expressed
in U.S. dollars)

(Unaudited)

1. Nature of Operations and Continuance of Business

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

Going
Concern

These
financial statements have been prepared on a going concern basis, which implies 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 and
has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable
future. 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 classification of liabilities that might be necessary should the Company be unable
to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis
of Presentation

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

Use
of Estimates

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

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

Cash
Equivalents

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

Intangible
Assets

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

Impairment
of Long-Lived Assets

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

Beneficial
Conversion Features

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

Derivative
Liability

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

Basic
and Diluted Net Loss Per Share

The
Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic
and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available
to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive. At March 31, 2021 and December 31, 2020, the Company had 10,000,000 and 10,000,000
potentially dilutive shares from outstanding convertible debentures, respectively.

Income
Taxes

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

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.

Assets
and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as
at March 31, 2021 and 2020 as follows:

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 $1041 and $295 in advertising and promotion expenses in the three months ended March 31, 2021 and 2020, respectively.

Revenue
Recognition

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

Recent
Accounting Pronouncements

In
February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a
right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases).
This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those
annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have
any effect on the Company as it does not have any leases.

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

3.
Other Assets

Property
and Equipment consisted of the following:

Depreciation
expense for the three months ended March 31, 2021 and 2020 was $540 and $773, respectively.

4.
Debt

Convertible
Debentures

On
April 15, 2015, the Company issued a convertible debenture with the principal amount of $100,000 to HGT Capital, LLC (“HGT”),
a non-related party. During the quarter ended June 30, 2015, the Company received the first $50,000 in payment. The remaining $50,000
payment would be made at the request of the borrower. No additional payments have been made as of September 30, 2018. Under the terms
of the debentures, the amount was unsecured and was due on October 16, 2016. The note is currently in default and bears an interest of
22{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. It was convertible into shares of common stock any time after the maturity date at a conversion rate of 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the average
of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading day prior to
the date the conversion notice was sent by the holder to the Company. On September 21, 2018, the Company entered into a modification
agreement with HGT with respect to the convertible promissory note which has a balance of $107,238. Pursuant to such modification agreement,
all defaults were waived and it was agreed that such note will convert at a 25{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} discount to the market rather than the default rate.
HGT also agreed to certain sale restrictions which limit the amount of shares that they can sell in any month for the next three months.
HGT also agreed to dismiss, with prejudice, the lawsuit that it had filed against the Company. On November 29, 2018, HGT converted $6,978
of a convertible note into 1,655,594 shares of the Company’s common stock. On August 17, 2020, HGT converted $5,833 of notes into
2,645,449 shares of the Company’s common stock. On September 9, 2020, HGT converted $11,822 of notes into 2,775,076 shares of the
Company’s common stock. On November 11, 2020, HGT converted $25,239 of notes into 2,911,055 shares of the Company’s common
stock. On December 18, 2020, HGT converted $40,126 of notes into 3,053,696 shares of the Company’s common stock. As of December
31, 2020, the remaining note balance was $17,240.

The
Company entered into a line of credit agreement (“Line Of Credit”) with ViaOne on September 27, 2018 (the “Effective
Date”). This Line of Credit dated as of, was entered into by and between the Company and ViaOne. The Company had an immediate need
for additional capital and asked ViaOne to make a new loan(s) in an initial amount of $25,000 on the Effective Date (the “New Loan”).
The Company may need additional capital and ViaOne has agreed pursuant to this Line of Credit to provide for additional advances, although
ViaOne shall have no obligation to make any additional loans. Any further New Loans shall be memorialized in a promissory note with substantially
the same terms as the New Loan and shall be secured by all of the assets of the Company. On or before the Effective Date, the Company
may request in writing to ViaOne that it loan the Company additional sums of up to $250,000 and within five days of such request(s),
ViaOne shall have the right, but not an obligation, to make additional loans to the Company and the Company shall in turn immediately
issue a note in the amount of such loan. In consideration for making the New Loan, the Company entered into a security agreement whereby
ViaOne received a senior security interest in all of the assets of the Company.

The
following inputs and assumptions were used to value the convertible debentures outstanding during the years ended March 31, 2021 and
March 31, 2020:

The
projected annual volatility for each valuation period was based on the historic volatility of the Company of 251.4{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and 194.6{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} at March
31, 2021 and 2020, respectively. The risk free rate was .01{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and 0.04{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} at March 31, 2021 and 2020, respectively. The expected life was
nine months and the dividend yield was 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} for each year.

A
summary of the activity of the derivative liability is shown below:

Share
Transactions for the Quarter Ended March 31, 2020:

None.

Share
Transactions for the Quarter Ended March 31, 2021:

On
March 8, 2021, Lincoln Acquisition converted 18,000 shares of Preferred B Stock into 3,600,000 of the Company’s common stock.

Our
Articles of Incorporation authorize us to issue up to 2,250,350 shares of preferred stock, $0.001 par value. Of the 2,250,000 authorized
shares of preferred stock, the total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is
2,000,000, with a stated par value of $0.001 per share, the total number of shares of Series B Preferred Stock the Corporation shall
have the authority to issue is 249,999, with a stated par value of $0.001 per share, the total number of shares of Series C Preferred
Stock the Corporation shall have the authority to issue is 1, with a stated par value of $0.001 per share, and the total number of shares
of Series D Preferred Stock the Corporation shall have the authority to issue is 350, with a stated par value of $0.001 per share. 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, 2021, we had 7,500 shares of our Series A preferred stock, 50,997 shares of Series B preferred stock, 1 shares of Series
C Preferred Stock, and 0 share of Series D 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 50,997 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. If all of our Series A Preferred Stock and Series B Preferred
Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 10,349,400
shares.

The
1 issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of all shares entitled to vote and is
held by ViaOne Services LLC, a Company controlled by our CEO.

The
0 issued and outstanding shares of Series D Preferred Stock were 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.

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

In
connection with the $100,000 convertible debenture issued to HGT Capital, LLC (“HGT”), the Company issued HGT a warrant to
purchase 100,000 shares of the Company’s common stock at $1.00 per share. This warrant was not exercised and expired on April 15,
2020.

On
or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,440 in the form of convertible debentures secured by certain
high-powered gaming machines purchased from XIDAX. Such note bore interest at a rate of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum, payable in cash or kind at the
option of the Company, matured on April 1, 2018, and was convertible into Series B Preferred shares at the option of the holder at any
time. On January 08, 2019, Silver Linings Management, LLC converted its Series B Preferred shares into shares of the Company’s
Common Stock.

On
November 30, 2016, ViaOne purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company
to ViaOne. As additional advances were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and
$363,000 by amendments dated January 31, 2017 and March 1, 2017, respectively.

On
May 5, 2017, ViaOne delivered a default notice to the Company pursuant to Section 6 of the Note Purchase Agreement but has subsequently
extended the due date and has increased the funding up to One Million ($1,000,000) dollars. After giving the Company a fifteen (15) day
notice period to cure the default under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG and
ViaOne (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was subject of the Pledge Agreement.

The
Secured Promissory Note as amended increased from time to time due to additional advances provided to the Company by ViaOne.

On
September 1, 2017, the Company executed an amended Employee Services Agreement with ViaOne which stipulated that ViaOne would continue
providing to the Company services relating to the Company’s human resources, marketing, advertising, accounting and financing for
a monthly management fee of $25,000. This agreement was amended on January 1, 2018. The accrued monthly management fees, $100,000 at
December 31, 2017, are convertible by ViaOne into the Company’s common stock at a rate of 125{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the accrued fees at a conversion
price of (i) $0.05 per share; or (ii) the volume weighted adjusted price (“VWAP”) of the common stock on the 14th day of
each month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading
holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month.

On
September 27, 2018, the Company and ViaOne, entered into a Line of Credit Agreement (the “LOC Agreement”), pursuant to which
the Company issued a secured promissory note with the initial principal amount of $25,000 to ViaOne in exchange for a loan of $25,000
(the “Initial Loan Amount”). In accordance with this Agreement, the Company may request ViaOne to provide loans of up to
$250,000, including the Initial Loan Amount, and ViaOne has the right to decide whether it will honor such request. The Initial Loan
Amount became due on September 30, 2019 (the “Maturity Date”) and bore an interest rate of 8.0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. The unpaid principal
and interest of the Promissory Note after the Maturity Date accrued interest at a rate of 18.0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. The principal amount of the
Promissory Note may increase from time to time up to $250,000 in accordance with the terms and conditions of the Agreement. In connection
with the Agreement and Promissory Note, the Company and ViaOne executed a security agreement dated September 27, 2018 whereby the Company
granted ViaOne a security interest in all of its assets, including without limitation, cash, inventory, account receivables, real property
and intellectual properties, to secure the repayment of the loans made pursuant to the LOC Agreement and Promissory Note.

As
of March 31, 2021, the total amount the Company owed to ViaOne Services was $2,235,709.

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

The
Company has a net operating loss carried forward of $4,091,832 available to offset taxable income in future years until
the end of the fiscal year of 2030.

The
significant components of deferred income tax assets and liabilities at March 31, 2021 and 2020 are as follows:

The
income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates)
of 21{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to a net loss before income taxes calculated for each jurisdiction. The tax effects of significant temporary differences, which
comprise future tax assets and liabilities, are as follows:

11.
Commitments and Contingencies

None.

12.
Subsequent Events

None.

Cautionary
Statements

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

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

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

Overview

The
Company was incorporated on November 3, 2008 under the laws of the State of Nevada, to engage in certain business services. Our goal
is to become a leading tournament gaming provider as well as an online destination, targeting over 250 million esports players and participants
worldwide that want to compete at the high school or college level. We are a developmental stage business, have generated limited revenues
to date and have a history of operating losses.

The
Good Gaming platform was established in early 2014 by its founding members who recognized the need that millions of gamers worldwide
desired to play games at competitive levels. The founders recognized that there was no structure or organization on a large scale for
amateur gamers while professional esports was quickly establishing itself.

Good
Gaming is effectively building the business infrastructure for the rapidly growing esports industry, similar to the high school and college
athletic industry. Good Gaming is designed to be the gateway for amateur esports athletes to compete at the semi-professional level,
improve their gaming skills, and interact with veteran gamers globally in a destination site and social networking framework.

Good
Gaming differs from the professional level of the esports industry by focusing on more than approximately 250 million gamers that fall
below the professional level but are above the casual level, classified as “amateurs.” Good Gaming distinguishes itself from
its direct and indirect competitors by being the first company to offer multi-game, multi-console services at the amateur esports level.
The Company is not exclusive to any particular hardware or software vendor.

On
May 4, 2016, the Company announced that it had completed its first closed public beta testing of their 2.0 tournament platform to determine
the functionality, speed, ease of use, and accuracy of the system and are preparing to enter into full-blown production.

On
February 18, 2016, the Company, formerly HDS International Corp., acquired the assets of Good Gaming, Inc. from CMG Holdings Group, Inc.
(OTCQB: CMGO). On that date, the Company’s former CEO, Paul Rauner, resigned. The Company appointed Vikram Grover to the positions
of CEO and Director of the board of directors (the “Board”). Vikram Grover is a former Wall Street analyst and investment
banker with more than 20 years of experience in telecommunications, media and technology. In addition, David Dorwart was elected by the
majority shareholders to the Company’s Board. Mr. Dorwart is the Co-Founder and Chairman of Assist Wireless, Inc., a provider of
lifeline wireless services to tens of thousands of subscribers primarily in the Midwest.

On
June 27, 2017 the Board of Directors of the Company appointed David B. Dorwart as the Company’s Chief Executive Officer. On June
21, 2017, Mr. Dorwart was appointed to serve as the Chairman of the Board of Directors. David B. Dorwart, Chairman and CEO of Good Gaming,
Inc., brings over 31 years of start-up entrepreneurism and executive level management to the Company. Mr. Dorwart was a CoFounder and
CEO of dPi Teleconnect, a prepaid wireless provider, for 10 years. During his tenure, he grew the company from a start-up to $75 million
in revenues before selling the company. Over the last 9 years, he has been involved with several other successful projects including
Assist Wireless, Brooklet Energy Distribution, PayGo Distributors and Britton & Associates. He is currently the Chairman and CoFounder
of ViaOne Services, a company which specializes in wireless communications and provides intricate multi-faceted services for start-up
companies utilizing industry experts. By virtue of their ownership of this Series C Preferred Stock, ViaOne is the Company’s principal
stockholder.

On
June 27, 2017, the Company also bolstered its Board of Directors with executive level professionals by adding two seasoned individuals
who specialize in organization and finance as well as the branding and marketing of established and emerging organizations which are
poised to show significant growth.

Domenic
Fontana is currently the Sr. Vice President of ViaOne Services and a board member. He is an experienced CPA and financial executive who
has worked in progressively more advanced executive roles throughout his career. Having worked at Verizon, Ebay and now ViaOne Services
over the last 14 years, he has developed intimate and extensive knowledge of executive level management and the telecommunications industry.
He has worked in all aspects of Finance, Accounting, Treasury, and Operations.

Jordan
Majkszak Axt, a board member, is a results-producing marketing professional with over 15 years of experience successfully developing
marketing and branding strategies. He has been consistently noted by executives, colleagues, and journalists for his specific expertise
in bringing products and services online with a comprehensive digital go-to-market strategy. He has previously held executive level positions
as Director of Marketing for ProfitPoint Inc. and Clutch Holdings LLC. He is currently Sr. Director of Marketing of ViaOne Services where
he develops all marketing and customer acquisition strategies for 14 consumer facing brands.

On
July 10, 2017, the Company’s Board of Directors elected David Dorwart its CEO. Additionally, the Board of Directors approved to
elect Domenic Fontana and Jordan Axt to the Company’s Board of Directors.

On
August 8, 2017, the board of directors of the Company accepted Vikram Grover’s resignation as the Treasurer of the Company and
as a member of the Board, effective immediately.

On
August 8, 2017, the Board of the Company accepted Barbara Laken’s resignation as the Secretary of the Company and as a member on
the Board, effective immediately.

On
August 9, 2017, the Company announced a strategic review of its business, which prompted improvements to its business model and a reduction
in expenses designed to accelerate its move to free cash flow generation.

On
August 29, 2017, Eric Brown became the Chief Operating Officer.

In
September of 2017, the Company began focusing on its Minecraft server by enhancing the development staff and launched an offering of
microtransactions after it saw the opportunity to generate revenue without adding a great deal of overhead. The initial offering of microtransactions
exceeded revenue expectations and the Company has continued to expand the Minecraft server offerings. The Company also began pursuing
the acquisition of additional Minecraft servers that were already established to begin scaling this effort.

In
March of 2017, the Company began exploring potential partnerships with various franchise opportunities related to both LAN centers and
Virtual Reality centers. Financial analysis and research on these opportunities is ongoing.

On
March 21, 2018, the Company acquired Crypto Strategies Group, Inc. for consideration of $500.

On
December 12, 2018, the Company dissolved Crypto Strategies Group, Inc.

In
March 2019, the Company discontinued Minecade and Olimpo servers and decided to focus on Minecraft servers.

On
March 11, 2019, Eric Brown resigned from the Chief Operating Officer’s position.

Technology

In
2016, the Company completed its 2.0 tournament platform and thereafter ran dozens of robotic internal test tournaments and held numerous
free-to-play tournaments on large scales with its partner The Syndicate, the owner of the world’s longest running online gaming
guild that has 1,200 members worldwide. Good Gaming conducted two closed public beta tournaments of hundreds of participants in May 2016
in order to fully vet the system. After making roughly 100 fixes and changes to the system, it now runs smoothly. The system is designed
to scale to 512,000 concurrent competitors. The Company has updated the system to handle team tournaments, which will further expand
its opportunity to popular titles that have tens of millions of active players and has recently launched titles that have the potential
for cross-platform play among Gaming PC, Microsoft Xbox and Sony PlayStation.

In
2017, the Company has ran hundreds of tournaments on a regular basis with a dedicated customer base of over 30,000 members. Additionally,
the Company expanded its website by offering content relevant to the member base with information relating to game play strategy and
game news. This generated nearly 100,000 unique visits per month. In an effort to monetize that traffic, the Company employed the use
of Google display advertising and tested a subscription model. After careful evaluation of the Company’s strategy, management decided
to move away from free tournaments and custom content and focus on growing and monetizing our Minecraft server, which has grown substantially
in popularity. This decision was a result of comprehensive competitive analysis and evaluations made in how the esports industry was
shifting in its space. Tournaments and custom content are currently suspended while the Company grows revenue and focuses on expanding
its efforts with Minecraft. The Company has also aggressively evaluated several business models and acquisition opportunities to resume
its previous success as it is related to tournaments.

In
2018, the Company acquired the Minecade and Olimpo Minecraft servers in order to deliver on expansion efforts. This move, coupled with
continued advancement of the core Good Gaming Minecraft server substantially increased revenues and traffic. By the end of the year,
the Company struck a deal with a prominent Minecraft influencer, which resulted in the single highest monthly earnings achieved within
the Minecraft division, to date.

In
2019, following a severe downturn of business in the Minecraft sector as a whole, the Company decided to temporarily suspend the Minecade
and Olimpo networks and refocus its efforts back on the core Good Gaming server. Much of the year was spent upgrading and overhauling
the server’s existing infrastructure, which had grown stale over prior years. The Company adapted its strategy to target long term
success and consistency through major innovations in the SkyBlock and Prison game modes, and began work towards an ambitious full recode
of the Minecade server.

In
2020, the Company finalized its infrastructure overhaul for use in upcoming releases. A new, experimental version of Prison, Prison MMO,
was launched as an early access game mode in February 2020. Prison MMO is designed to be a self-sustaining Minecraft game mode which
incorporates elements of the Massively Multiplayer Online video game genre. The Company expects steady growth from this mode as it continues
developing Prison MMO. On April 1, 2020, the company released its first iteration of a new SkyBlock gamemode, SkyBlock Spring, to some
strong success. During the third quarter of 2020, the Company implemented a new workflow management style and released its summer edition
of SkyBlock. The release of the summer edition signified a renewed focus on consistent growth through regular, player focused updates.
The Company’s fall release of Prison in October 2020 resulted in its single highest revenue producing month of the year, to date.

In
2021, the Company kicked off the first quarter with major upgrades to its Winter edition of SkyBlock along with the release of its Winter
edition of Prison. The Company used this period to experiment with new release schedules and game mechanics with the goal of identifying
how to further strengthen future releases.

Business
Strategy

In
the past, our management team’s strategy was to be a full-service company providing best in class tournaments, the best platform
on which they are played, and content that is all about the esports world. We have looked at this strategy and have changed the way we
view our business.

It
was our ambition and strategy to be great at providing a place for amateurs to play. By focusing on what the gaming universe is lacking,
it allowed us to focus on the promotion of teams, leagues and competition. We intended to begin with local servers and expand organically
from there. We recognized there are millions of players who desire to compete within the gaming community.

However,
as tournaments and investment in servers were not profitable to the Company, we have decided to focus on Minecraft. We have a well-established
server and will continue to devote resources to developing and modifying Minecraft assets by introducing new SkyBlock Seasons and Minecraft
Prison game modes within our server. We feel that we have learned how to monetize this and will be able to continue to grow and have
it as a meaningful part of our business strategy.

Offices

Our
executive offices are located at 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501. Our telephone number is (888) 295-7279.

Recently
Issued Accounting Pronouncements

None.

RESULTS
OF OPERATIONS

Our
auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2020. This means that our auditors
believed there was substantial doubt that we could continue as an ongoing business for the next twelve months from the date of issuance
of this going concern opinion unless we obtained additional capital. We generated little revenue in the past. We have completed the development
of our website, sourced out suppliers for products to sell and sourced out customers to buy our products. Accordingly, we need to raise
cash from sources other than operations. Our 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 need to 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. 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

The
three months ended March 31, 2021 as compared to March 31, 2020

●
Working Capital

●
Operating Revenues

We
have generated $6,692 in revenue in the three months ended March 31, 2021 and $782 in revenue in the three months ended March 31, 2020,
which reflects an increase of $5,910 or 755.75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The increase in revenue was attributed to resolving the issues the Company had with
the servers when they launched the new version of the game modes.

●
Operating Expenses and Net Loss

Operating
expenses for the three months ended March 31, 2021 were $101,372 compared with $102,112 for the three months ended March 31, 2020, which
reflects a decrease of $740 or 0.72{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The decrease in expenses was attributable to a change in professional fees.

During
the three months ended March 31, 2021, the Company recorded net income of $131,167 compared with a net loss of $84,068 for the three
months ended March 31, 2020, which reflects an increase of $215,235 or 256.02{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The increase to net income was attributed to the change
in value of the Company’s derivative liabilities.

●
Liquidity and Capital Resources

As
of March 31, 2021, the Company’s cash balance consisted of $1,622 compared to cash balance of $1,962 as of March 31, 2020. The
decrease in the cash balance was attributed to the decrease in financing that we received for day-to-day activities. As of March 31,
2021, the Company had $6,958 in total assets compared to total assets of $16,305 at March 31, 2020. The decrease in total assets was
attributed to fully expense the prepaid balance.

As
of March 31, 2021, the Company had total liabilities of $3,505,076 compared with total liabilities of $3,645,590 as of March 31, 2020.
The decrease in liabilities was attributable to increase in financing and offset by decrease in derivative liabilities.

As
of March 31, 2021, the Company has a working capital deficit of $3,503,454 compared with a working capital deficit of $2,834,896 as of
March 31, 2020 with the increase in the working capital deficit attributed to an increase in financing the Company received for general
working capital purposes.

Cash
flow from Operating Activities

During
the three months ended March 31, 2021, the Company used $89,925 of cash for operating activities compared to the use of cash in an amount
of $93,566 for operating activities during the three months ended March 31, 2020, which reflects a decrease of $3,641 or 3.89{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The decrease
in the use of cash for operating activities was attributed to the net decrease in derivative liabilities.

Cash
flow from Investing Activities

The
Company had $0 in cash used in investing activities during the quarter ended March 31, 2021 and March 31, 2020. The Company decided not
to buy any new servers at this point.

Cash
flow from Financing Activities

During
the year ended March 31, 2021, the Company received $89,242 of proceeds from financing activities compared to $93,506 during the year
ended March 31, 2020, which reflects a decrease of $4,264 or 4.56{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The decrease in proceeds from financing activities was due to the
decrease in financing that we received for day-to-day activities.

Going
Concern

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

Off-Balance
Sheet Arrangements

As
of March 31, 2021, 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.

Not
required for smaller reporting companies.

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, 2021 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 2020 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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.

There
were no issuance of unregistered sales of equity securities during the three months ended March 31, 2021.

None.

Not
Applicable.

None.

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.

Exhibit
31.1

CERTIFICATION
PURSUANT TO SARBANES–OXLEY ACT OF 2002

I,
David B. Dorwart, certify that:

Exhibit
31.2

CERTIFICATION
PURSUANT TO SARBANES–OXLEY ACT OF 2002

I,
Domenic Fontana, certify that:

Exhibit
32.1

CERTIFICATION
PURSUANT TO SECTION 906

OF
THE SARBANES–OXLEY ACT OF 2002

I,
David B. Dorwart, Chief Executive Officer of Good Gaming, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes–Oxley
Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

Exhibit
32.2

CERTIFICATION
PURSUANT TO SECTION 906

OF
THE SARBANES–OXLEY ACT OF 2002

I,
Domenic Fontana, Chief Financial Officer of Good Gaming, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes–Oxley
Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge: