S-1 1 mgc_s1.htm FORM S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIDNIGHT GAMING CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7900 (Primary Standard Industrial Classification Code Number) 81-4053066 (I.R.S. Employer Identification Number) Address: 1900 E. Golf Road—Suite 950 Schaumburg, Illinois 60173 Telephone: (888) ...

Financial Performance - The company reported a net loss of $214,755 for the nine months ended September 30, 2023, compared to a net loss of $845,576 for the same period in 2022, indicating a 75% improvement in losses[12] - Total operating expenses for the nine months ended September 30, 2023, were $189,840, significantly reduced from $821,053 in the prior year, reflecting a 77% decrease[12] - The company has no revenue reported for the period from January 1, 2023, to September 30, 2023, consistent with the previous year[12] - As of September 30, 2023, the company reported an accumulated deficit of $2,510,611[43] Assets and Liabilities - As of September 30, 2023, total assets increased to $591,206, up from $447,547 as of December 31, 2022, representing a 32% growth[10] - Total liabilities increased to $554,017 as of September 30, 2023, compared to $529,102 as of December 31, 2022, marking a 5% increase[10] - The company’s retained earnings deficit widened to $(2,295,856) as of September 30, 2023, from $(1,370,696) at the end of 2022[10] Cash Flow - Cash and cash equivalents decreased to $10,723 as of September 30, 2023, down from $184,875 at the beginning of the year, a decline of 94%[18] Capital and Financing - The company anticipates needing to raise additional capital within the next 3 months to fund operations and cover costs[45] - The company is due $580,483 from a major shareholder, representing an unsecured note payable bearing interest at 5% per annum[38] - The company entered into three notes payable during 2020 with an aggregate amount of $53,000, accruing interest of $18,292 as of September 30, 2023[39] - The company issued warrants valued at $333,500 during the nine months ended September 30, 2023, contributing to additional paid-in capital[18] Operations and Business Development - Midnight Gaming Corporation continues to operate in the development stage with no revenue generation as it focuses on acquiring income-producing business entities[22] - The company has minimal operations as of September 30, 2023, and there is substantial doubt regarding its ability to continue as a going concern without significant capital infusion[44] Tax and Accounting - The company has not recognized any income tax expense since inception until September 30, 2023, with a blended Federal and State tax rate of 0% applicable to income before taxes[42] - The company has not taken any significant uncertain tax positions on its tax returns for the period ended September 30, 2023[33] - The company is evaluating the impact of new accounting pronouncements on its financial position and operations[35][36] Stock and Shareholder Information - The weighted average number of shares outstanding remained constant at 23,020,000 for both periods reported[12] - The company has issued 11,000,000 shares of common stock for services rendered by consultants during 2020[48] - The company has entered into multiple warrant agreements for common stock purchases, with options to purchase shares at strike prices between $0.50 and $0.75[54][55][56][57][58][59][60] Other Expenses - Media Production Expenses incurred during the quarter amounted to $520,000, related to a documentary produced by a related party[66] - The company no longer sponsors a gaming team, resulting in a reduction in player's winning expenses since 2019[65] - There have been no significant subsequent events since the balance sheet date[67]

Financial Performance - Total assets increased to $607,427,000 as of June 30, 2023, compared to $447,547,000 as of December 31, 2022, representing a 35.7% growth[11] - Net loss for the six months ended June 30, 2023, was $149,930, compared to a net loss of $106,742 for the same period in 2022, indicating a 40.4% increase in losses[14] - Total operating expenses for the first half of 2023 were $133,320,000, up from $90,593,000 in the same period of 2022, reflecting a 47% increase[14] - Cash and cash equivalents decreased to $100,044,000 from $184,875,000, a decline of 46%[11] - The company reported no revenue for the six months ended June 30, 2023, consistent with the previous year[14] - Total liabilities increased slightly to $545,712,000 from $529,102,000, a 3.5% rise[11] - The company’s stockholders' deficit improved to $61,715,000 as of June 30, 2023, from a deficit of $81,555,000 at the end of 2022[11] - Interest expense for the first half of 2023 was $16,610,000, compared to $16,150,000 in the same period of 2022, showing a 2.8% increase[14] - As of June 30, 2023, the company reported an accumulated deficit of $2,445,786[44] Capital and Financing - The company anticipates needing to raise additional capital to fund operations in the next 3 months, with no current commitments for financing[46] - The company has issued convertible preferred stock with a total investment value of $292,000 across various classes[48][50][51][52] - The company is due $507,382 from a major shareholder, representing an unsecured note payable bearing interest at 5% per annum[40] - The company entered into three notes payable during 2020 with an aggregate amount of $53,000, which have accrued interest of $16,701 as of June 30, 2023[41] - The company has entered into multiple warrant agreements for common stock purchases, with options to purchase up to 1,091,000 shares at strike prices between $0.50 and $0.75 per share[55] Operations and Business Development - The company continues to focus on acquiring income-producing business entities to enhance revenue and valuation, remaining in the development stage with no revenue generated to date[23] - The company has minimal operations as of June 30, 2023, and there is substantial doubt regarding its ability to continue as a going concern without significant capital infusion[45] Tax and Accounting - The company has not recognized any income tax expense since inception until June 30, 2023, with a blended Federal and State tax rate of 0% applicable to income before taxes[43] - The company has not taken any significant uncertain tax positions on its tax returns for the period ended June 30, 2023[34] - The company is evaluating the impact of new accounting pronouncements, including ASU 2016-02 on leases and ASU 2014-09 on revenue recognition[37][38] Compliance and Reporting - The report was signed by Kinney McGraw, the Chief Executive Officer, on August 1, 2024[69] - The document includes various exhibits related to the Articles of Incorporation and amendments, filed on different dates[70] - The report complies with the requirements of the Securities Act of 1934[67] - The company has filed certifications pursuant to the Sarbanes-Oxley Act[70] - The report includes Inline XBRL documents for enhanced data presentation[70] Other Information - The company has not disclosed any new product developments or market expansions in the provided content[68] - There are no mentions of mergers or acquisitions in the current report[68] - The financial performance metrics and user data are not detailed in the provided content[68] - Future outlook and performance guidance are not addressed in the available documents[68]

Financial Performance - The company reported a net loss of $74,208 for the three months ended March 31, 2023, compared to a net loss of $41,473 for the same period in 2022, indicating an increase in losses of approximately 78.8%[14] - Total operating expenses for the first quarter of 2023 were $65,903, up from $33,606 in the same quarter of 2022, reflecting an increase of approximately 96%[14] - The net cash used in operating activities for the first quarter of 2023 was $74,208, compared to $41,473 in the same period of 2022, indicating a worsening cash flow situation[20] - The Company reported an accumulated deficit of $2,370,064 as of March 31, 2023[45] - The report does not provide specific financial performance metrics or future guidance, indicating a lack of detailed earnings summary in the available content[75] Assets and Liabilities - As of March 31, 2023, total assets increased to $476.843 million from $447.547 million as of December 31, 2022, representing a growth of approximately 6.3%[11] - Total liabilities increased to $537.407 million as of March 31, 2023, compared to $529.102 million as of December 31, 2022, marking a rise of approximately 1.5%[11] - Cash and cash equivalents decreased to $131,972 from $184,875, a decline of approximately 28.6%[11] Shareholder and Capital Information - The weighted average number of shares outstanding for the first quarter of 2023 was 23,020,000, slightly up from 23,000,000 in the same quarter of 2022[14] - The company issued warrants valued at $95,200 during the first quarter of 2023, contributing to additional paid-in capital[19] - The Company anticipates needing to raise additional capital to fund operations in the next 3 months, with no current commitments for financing[47] - The Company is due $344,872 from a major shareholder, representing an unsecured note payable bearing interest at 5% per annum[40] - The Company entered into three notes payable during 2020 with an aggregate amount of $53,000, which have accrued interest of $15,112 as of March 31, 2023[41] Tax and Compliance - The Company had no income tax expense since inception until March 31, 2023, with a blended Federal and State tax rate of 0% applicable to income before taxes[44] - The Company has not taken any significant uncertain tax positions on its tax returns for the period ended March 31, 2023[34] - The company has filed certifications pursuant to the Sarbanes-Oxley Act, ensuring compliance with financial reporting standards[73] Future Outlook and Development - Midnight Gaming Corporation continues to focus on acquiring income-producing business entities to enhance revenue and valuation, although it remains in the development stage with no revenue generated to date[23] - The Company is evaluating the impact of new accounting pronouncements, including ASU 2016-02 and ASU 2014-09, on its financial statements[37][38] Reporting and Documentation - The Annual Report on Form 10-K was signed by the Chief Executive Officer, Kinney McGraw, and the Chairman of the Board, Paul K. Danner, on August 1, 2024[72] - The report includes various exhibits related to the Articles of Incorporation and amendments, filed between December 23, 2016, and July 20, 2021[73] - The Inline XBRL documents have been filed to enhance the accessibility and usability of financial data for investors[73] - There have been no significant subsequent events since the balance sheet date[68]

Financial Position - Total assets as of September 30, 2022, amounted to $503,682, compared to $1,860 as of December 31, 2021[10] - Total liabilities as of September 30, 2022, were $520,653, up from $429,254 as of December 31, 2021[10] - Cash and cash equivalents increased to $288,308 as of September 30, 2022, from $1,860 at the beginning of the period[10] - As of September 30, 2022, the Company reported an accumulated deficit of $2,216,272[42] - The Company is due $215,374 from a major shareholder, representing an unsecured note payable bearing interest at 5% per annum[38] - The Company entered into three notes payable during 2020 with an aggregate amount of $53,000, accruing interest of $11,901 as of September 30, 2022[39] Operating Performance - The company reported a net loss of $845,576 for the nine months ended September 30, 2022, compared to a net loss of $362,219 for the same period in 2021[13] - Total operating expenses for the nine months ended September 30, 2022, were $821,053, significantly higher than $344,635 for the same period in 2021, reflecting an increase of approximately 138%[13] - The company has no revenue reported for the period from January 1, 2022, to September 30, 2022[12] - The loss per share for the nine months ended September 30, 2022, was $0.037, compared to $0.016 for the same period in 2021[13] - The Company had no income tax expense since inception until September 30, 2022, with a blended Federal and State tax rate of 0% applicable to income before taxes[41] Capital and Financing - The company issued warrants valued at $1,246,000 during the period, contributing to the increase in additional paid-in capital[16] - The Company anticipates needing to raise additional capital to fund operations in the next 3 months, with no current commitments for financing[44] - The Company has issued 20,000 shares of Common Stock at a par value of $0.0001 to a shareholder during Q3 2022[48] - The Company has entered into multiple warrant agreements, allowing investors to purchase a total of 1,091,000 shares at a strike price between $0.50 and $0.75 per share[57] Development Stage - The company is still in the development stage and has not generated any revenue to date[22] - The Company is evaluating the impact of new accounting pronouncements on its financial position and operations[35] Miscellaneous - The Company incurred $520,000 of Media Production Expenses during the quarter, related to the production of a documentary[64] - No relevant financial data or performance summary was extracted from the provided documents[70] - No user data or metrics were mentioned in the provided content[71] - No future outlook or performance guidance was available in the documents[72] - No information regarding new products or technology development was found[70] - No details on market expansion or acquisitions were included in the content[71] - No new strategies or initiatives were discussed in the provided documents[72]

Financial Position - Total assets as of June 30, 2022, were $133,143,000, a significant increase from $1,860,000 as of December 31, 2021[11] - Total liabilities increased to $512,280,000 as of June 30, 2022, compared to $429,254,000 as of December 31, 2021, reflecting a rise of 19.4%[11] - The company’s stockholders' deficit was $379,137,000 as of June 30, 2022, a slight improvement from $427,394,000 at the end of 2021[11] - Cash and cash equivalents increased to $14,819,000 as of June 30, 2022, compared to $1,860,000 at the beginning of the year[19] - As of June 30, 2022, the Company reported an accumulated deficit of $1,477,438[44] Operating Performance - The company reported a net loss of $106,742 for the six months ended June 30, 2022, compared to a net loss of $275,434 for the same period in 2021, representing a 61.2% improvement[14] - Total operating expenses decreased to $90,593 for the first half of 2022, down from $263,368 in the same period of 2021, indicating a reduction of 65.6%[14] - Interest expense for the first half of 2022 was $16,150,000, compared to $12,066,000 for the same period in 2021, marking a 33.5% increase[14] - The company has no revenue reported for the period from January 1, 2022, to June 30, 2022, consistent with its ongoing development stage[23] Capital and Financing - The Company anticipates needing to raise additional capital to fund operations in the next 3 months[46] - The Company expects to raise capital as a source of financing for its project plan[45] - The Company is due $118,354 from the major shareholder, representing an unsecured note payable bearing interest at 5% per annum[39] - The Company entered into three notes payable during 2020 in the aggregate amount of $53,000, with accrued interest of $10,298 as of June 30, 2022[40] Stock and Shareholder Information - The weighted average number of shares outstanding remained constant at 23,000,000 for both 2022 and 2021[14] - The Company issued 11,000,000 shares of common stock for services rendered by consultants during 2020[49] - The Company had one issuance of Preferred Stock Class D during 2020 at the value of $50,000[51] - The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001[48] Tax and Regulatory Information - The Company had not taken any significant uncertain tax positions on its tax returns for the period ended June 30, 2022[34] - The Company had no income tax expense since inception until June 30, 2022, with a blended Federal and State tax rate of 0% applicable to income before taxes[42] Lack of Information - No relevant financial data or performance summary was extracted from the provided documents[69] - No user data or metrics were mentioned in the provided content[69] - No future outlook or performance guidance was available in the documents[69] - No information regarding new products or technology development was found[69] - No details on market expansion or acquisitions were present in the content[69] - No new strategies or initiatives were discussed in the provided documents[69]

Financial Position - As of March 31, 2022, Midnight Gaming Corporation reported total assets of $35.126 million, a significant increase from $1.860 million as of December 31, 2021[11] - Total liabilities as of March 31, 2022, were $503.995 million, compared to $429.254 million as of December 31, 2021, representing an increase of approximately 17%[11] - Midnight Gaming Corporation's stockholders' deficit was $468,866 as of March 31, 2022, compared to $427,394 at the end of 2021[11] - The Company reported an accumulated deficit of $1,412,169 as of March 31, 2022[43] Operating Performance - The company recorded a net loss of $41,473 for the three months ended March 31, 2022, compared to a net loss of $201,729 for the same period in 2021, indicating an improvement[14] - Total operating expenses for the first quarter of 2022 were $33,606, down from $201,729 in the same quarter of 2021, reflecting a reduction of approximately 83%[14] - The Company had a net loss before taxes of $41,473 for the period ended March 31, 2022[42] Cash Flow and Financing - Cash and cash equivalents increased to $6.002 million as of March 31, 2022, up from $1.860 million at the beginning of the year[11] - The company engaged in various financing activities, resulting in a net cash provided by financing activities of $45,615 for the first quarter of 2022[19] - The Company is due $29,126 from a major shareholder, representing an unsecured note payable with an interest rate of 5% per annum[39] - The Company entered into a note payable of $100,000 at a 5% interest rate on January 18, 2022, with accrued interest of $1,219 as of March 31, 2022[40] - The Company anticipates needing to raise additional capital within the next 3 months to fund operations[45] Business Strategy and Operations - Midnight Gaming Corporation continues to focus on acquiring income-producing business entities to enhance its business model and increase revenue and valuation[22] - The Company has minimal operations as of March 31, 2022, and there is substantial doubt about its ability to continue as a going concern without significant capital infusion[44] - The Company has not taken any significant uncertain tax positions on its tax returns for the period ended March 31, 2022[34] - The Company has not accrued any interest for the related party note during Q1 2022[46] - The Company issued 11,000,000 shares of common stock for services rendered by consultants during 2020[49] - The Company has not sponsored a gaming team since 2019, leading to a reduction in player's winning expenses[60] Limitations of Information - No relevant financial data or performance metrics were provided in the documents[66] - The documents primarily consist of legal filings and certifications without specific earnings call content[67] - There are no user data or future outlook details mentioned in the provided content[68] - No information on new products, technologies, market expansion, or mergers and acquisitions is available in the documents[66] - The content does not include any performance guidance or strategic initiatives from the company[68]

Esports Market Growth - The global esports audience is projected to grow by +8.7% year-on-year to reach 532 million in 2022, with esports enthusiasts expected to increase from 261 million in 2022 to 318 million by 2025, reflecting a CAGR of +8.1% from 2020 to 2025 [102]. - Esports is anticipated to generate nearly $1.38 billion in revenues globally by the end of 2022, with China accounting for nearly one-third of these revenues [103]. - Digital and streaming revenue streams are the fastest-growing segments in esports, with projected CAGRs of +27.2% and +24.8% respectively from 2020 to 2025 [103]. Company Financial Performance - The company reported no revenue for the year ended December 31, 2021, compared to $1,000 in revenue for the year ended December 31, 2020 [108]. - Total expenses for the year ended December 31, 2021 were $402,796, an increase of $357,177 from $45,619 in 2020, primarily due to increased sales and marketing expenses [110]. - For the six months ended June 30, 2022, the company had expenses of $106,742, a decrease of $168,692 from $275,434 in the same period in 2021 [112]. - Cash used in operating activities for the year ended December 31, 2021 was $(519,050), compared to $(147,611) in 2020 [113]. - The company anticipates needing approximately $1 million to ramp up operations over the next twelve months [106]. - As of December 31, 2020, the accumulated deficit was $881,701, indicating ongoing financial challenges [113]. - The company has incurred negative cash flows from operating activities and net losses, raising substantial doubt about its ability to continue as a going concern [114].

Esports Market Growth - The global esports audience is projected to grow by 8.7% year-on-year to reach 532 million in 2022, with esports enthusiasts expected to increase from 261 million in 2022 to 318 million by 2025, reflecting a CAGR of 8.1% from 2020 to 2025 [99]. - Esports is anticipated to generate nearly $1.38 billion in global revenues by the end of 2022, with China accounting for approximately one-third of these revenues [100]. - Digital and streaming revenue streams for esports are expected to grow at CAGRs of 27.2% and 24.8%, respectively, from 2020 to 2025 [100]. Company Financial Performance - The company reported no revenue for the year ended December 31, 2021, compared to $1,000 in revenue for the year ended December 31, 2020 [105]. - Total expenses for the year ended December 31, 2021, were $402,796, an increase of $357,177 from $45,619 in 2020, primarily due to increased sales and marketing expenses [107]. - For the six months ended June 30, 2022, the company had no revenue, with expenses of $106,742, a decrease of $168,692 from $275,434 in the same period in 2021 [108][109]. Cash Flow and Funding Needs - Cash used in operating activities for the year ended December 31, 2021, was $(519,050), compared to $(147,611) in 2020 [110]. - The company anticipates needing approximately $1 million to ramp up operations over the next twelve months [103]. - As of December 31, 2020, the accumulated deficit was $881,701, raising substantial doubt about the company's ability to continue as a going concern [110][111]. - The company has relied on debt and equity securities to sustain operations and anticipates requiring additional capital to fund ongoing operations [111][112].