Core Insights - Mobile Global Esports Inc. (MGAM) has successfully completed the acquisition of assets from Reality Sports Online (RSO), marking a definitive closure of the transaction [1][3] Group 1: Acquisition Details - The acquisition aligns with MGAM's strategy to enhance sports gaming experiences, focusing on user engagement and micro-transaction features [3] - Reality Sports Online operates a unique fantasy sports platform that emphasizes multi-year player contracts and real-world decision-making dynamics, fostering a dedicated user base [2] Group 2: Integration Plans - MGAM plans to enhance user engagement through new systems and expanded league play features, targeting RSO's community of over 7,500 active users [3] - The company will announce further platform updates and rollout details as integration progresses [3] Group 3: Company Overview - Mobile Global Esports Inc. is positioned at the intersection of sports, gaming, and connected entertainment, developing platforms that enhance user engagement and retention [4]

Core Insights - Mobile Global Esports Inc. has announced an asset purchase agreement to acquire Reality Sports Online, a prominent fantasy sports platform [1] Company Expansion - The acquisition is aimed at accelerating the company's expansion into fantasy sports and predictive gaming [1] - The transaction is expected to close in the first week of November 2025, pending customary closing conditions [1] Platform Details - Reality Sports Online operates on real-world NFL rules, player contracts, and salary-cap dynamics, enhancing the company's technological and intellectual property portfolio [1]

Company Overview - MOGO was organized in March 2021 to expand the esports business initiated by SII in 2016, focusing on the South Asian markets, particularly India[16]. - The company is a development-stage entity with no significant revenues and a limited operating history since its organization in March 2021[72]. - The esports business operated by the company is the only one in India to organize and sponsor an officially-sanctioned national championship for university esports[137]. - The company is currently in a pre-revenue, early development stage, focusing on building infrastructure for revenue-producing initiatives[138]. Financial Performance - Revenue for the year ended December 31, 2024, was $25,409,000, a significant increase of $20,447,000 (approximately 412%) compared to $4,962,000 in 2023[144]. - The comprehensive loss for the years ended December 31, 2024, and 2023 was approximately $2,332,000 and $6,784,000, respectively[139]. - As of December 31, 2024, the accumulated deficit was approximately $10,643,000, compared to $8,323,000 as of December 31, 2023[139]. - The company expects to incur significant expenses and operating losses for the foreseeable future as it continues to implement its business plan[139]. - Net loss for 2024 was $2,328,295, a decrease of $4,450,961 (approximately 66%) compared to a net loss of $6,779,256 in 2023[144]. - Cash and restricted cash as of December 31, 2024, were approximately $929,000, down from $3,175,000 in 2023[148]. - Net cash used in operating activities for 2024 was approximately $2,107,000, a decrease of $1,467,000 from $3,574,000 in 2023[158]. - The company has an accumulated deficit of approximately $10,643,000 as of December 31, 2024, indicating ongoing financial challenges[166]. Business Strategy and Operations - MOGO's business strategy includes leveraging its relationships with universities and expanding its esports offerings in the region[18]. - MOGO will retain 20% of all Gross Receipts until it equals its distribution fee, followed by retaining further Gross Receipts until it covers all deductible costs[40]. - MOGO allocates the balance of net proceeds from commercialization of university esports as 60% to MOGO and 40% to SII[50]. - MOGO is responsible for all costs and expenses related to executing the business plan, including the creation and marketing of MOGO Games and Content[43]. - The company intends to use proceeds from the IPO and PIPE for operating expenses, marketing, and potential acquisitions of game licenses and technology platform agreements[156]. Market and Competitive Landscape - The competitive landscape is intense, with established companies having greater financial resources, which could hinder the company's ability to gain market share[79]. - The company must attract and retain mobile esports users and viewers, which may require costly marketing efforts[81]. - The esports industry in India faces regulatory scrutiny, with some states banning fantasy sports gambling, which could affect the company's operations[64]. - Economic downturns and adverse conditions in South Asian markets may negatively affect projected broadcasting and sponsorship revenues, which are contingent on consumer disposable income[92]. - Rising inflation and interest rates are likely to reduce disposable income in the company's markets, potentially leading to decreased revenues[93]. Legal and Compliance Risks - The company is not currently aware of any material legal proceedings that could adversely affect its business[85]. - Compliance with privacy laws and data protection regulations is critical, as failures could lead to significant liabilities and loss of customer trust[109]. - The company does not have business liability, disruption, or litigation insurance coverage for its operations in the US or India, exposing it to potential substantial costs[88]. Management and Governance - Management identified material weaknesses in internal controls over financial reporting, including a lack of necessary corporate accounting resources and ineffective risk assessment[190][189]. - The company’s management does not expect its disclosure controls or internal controls to prevent all errors and fraud[188]. - The company has adopted a written code of business conduct and ethics applicable to its directors, officers, and employees[203]. - The Company does not currently have an established Equity Compensation Plan[213]. Shareholder Information - As of December 31, 2024, the company had 27,936,503 shares of common stock outstanding[209]. - The total beneficial ownership of all directors and executive officers is 6,270,000 shares, which is 22.4%[211]. - Brett Rosin, CEO, owns 5,000,000 shares, accounting for 17.9% of total shares[211]. - Armistice Capital Master Fund, Ltd. holds 1,886,793 shares, representing 6.8% ownership[211]. Related Transactions and Fees - Related person transactions exceeding $120,000 in any fiscal year are subject to review and approval by the audit committee[214]. - The fees paid to the auditor included expenses for audit and reviews of consolidated financial statements[216]. - The Company paid its current CEO approximately $24,000 and issued him 5,000,000 shares valued at approximately $30,000 during 2024[208]. - The Company paid the Board Chairman $96,000 for consulting services in 2024, up from $10,000 in 2023[215].

Financial Performance - Total revenue for the nine months ended September 30, 2024, was $1,579, compared to $0 for the same period in 2023[16] - Operating expenses for the nine months ended September 30, 2024, were $1,720,992, a decrease from $3,578,785 in the same period of 2023, representing a reduction of approximately 52%[16] - Net loss attributable to Mobile Global Esports Inc. for the nine months ended September 30, 2024, was $1,713,254, compared to a net loss of $3,546,377 for the same period in 2023, indicating an improvement of about 52%[16] - The company reported a comprehensive loss of $1,718,191 for the nine months ended September 30, 2024, compared to $3,552,247 for the same period in 2023, showing a decrease of about 52%[16] - For the nine months ended September 30, 2024, the net loss was $1,719,213, a decrease of 51.5% compared to a net loss of $3,550,287 for the same period in 2023[21] Cash and Assets - Cash and cash equivalents decreased to $1,290,854 as of September 30, 2024, down from $3,174,703 as of December 31, 2023, reflecting a decline of approximately 59%[14] - Total assets as of September 30, 2024, were $1,636,154, a decrease from $3,421,344 as of December 31, 2023, representing a decline of about 52%[14] - Cash and restricted cash as of September 30, 2024, was $1,290,854, down from $4,514,459 as of September 30, 2023, representing a decrease of 71.5%[21] - Property and equipment net value increased to $83,425,000 as of September 30, 2024, compared to $29,632,000 at December 31, 2023[50] Liabilities and Deficits - Total liabilities decreased to $110,199 as of September 30, 2024, from $324,138 as of December 31, 2023, indicating a reduction of approximately 66%[14] - The accumulated deficit increased to $10,036,023 as of September 30, 2024, from $8,322,769 as of December 31, 2023[14] - The company has an accumulated deficit of $10.0 million as of September 30, 2024[29] Future Outlook - The company expects to continue incurring operating losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[29] - The company has no current intention to update forward-looking statements except as required by applicable law, indicating a cautious approach to future projections[11] Operational Activities - The company incurred a net cash used in operating activities of $1,750,597 for the nine months ended September 30, 2024, compared to $2,474,935 for the same period in 2023, indicating a 29.2% improvement[21] - The company made payments for property and equipment totaling $65,557 during the nine months ended September 30, 2024[21] - Operating lease cash payments for the nine months ended September 30, 2024, were approximately $51,000, up from $41,000 in the same period of 2023[51] Management and Governance - The company has a new Chief Executive Officer and is working with consultants to achieve its strategic goals[29] - The Company entered into an executive employment agreement with the new CEO, Brett Rosin, with an annual cash compensation of $96,000 and potential bonuses[74] Shareholder Information - The weighted average common shares outstanding for the nine months ended September 30, 2024, was 21,221,588, compared to 20,421,593 for the same period in 2023[16] - Basic earnings per share (EPS) for the period is calculated based on the weighted average number of common shares outstanding, with diluted EPS assuming all dilutive securities are converted[46] - The Company had 3,568,916 warrants outstanding as of September 30, 2024, with diluted net loss per share being the same as basic net loss per share due to anti-dilutive instruments[72] Miscellaneous - MOGO Pvt Ltd accounted for approximately 28.9% of the company's net loss for the nine months ended September 30, 2024[24] - The Company incurred a total of $82,500 for board stipends during the nine months ended September 30, 2024, compared to $66,000 in the same period of 2023[56] - The fair value of warrants issued for services was $139,440 for the nine months ended September 30, 2024, compared to $207,690 for the same period in 2023[21] - The Company paid approximately $29,000 to terminate all operating lease agreements for its office facilities in India in December 2024[73] - The Company adopted ASU 2016-13 for measuring expected credit losses, but it did not have a material impact on the valuation of its note receivable[48] - Accounts payable decreased significantly to $24,375,000 as of September 30, 2024, from $94,397,000 at December 31, 2023[54]

Financial Performance - The company reported a net loss of $618,627 for the three months ended March 31, 2024, compared to a net loss of $812,084 for the same period in 2023, indicating an improvement of about 23.9%[16] - The company had no revenue reported for the three months ended March 31, 2024, consistent with the same period in 2023[16] - The accumulated deficit increased from $(8,322,769) as of December 31, 2023, to $(8,940,015) as of March 31, 2024, indicating a rise of approximately 7.4%[19] - The total stockholders' equity decreased from $3,097,206 as of December 31, 2023, to $2,524,759 as of March 31, 2024, a decline of about 18.5%[19] - The company incurred interest income of $129 for the three months ended March 31, 2024, compared to $3,647 in the same period of 2023, a decrease of approximately 96.5%[16] - The company’s cash flows from operating activities showed a net cash used of $360,632 for the three months ended March 31, 2024, compared to $687,767 for the same period in 2023, indicating a reduction in cash outflow of about 47.5%[20] Assets and Liabilities - Total assets decreased from $3,421,344 as of December 31, 2023, to $3,035,562 as of March 31, 2024, representing a decline of approximately 11.3%[14] - Cash and restricted cash decreased from $3,174,703 at the beginning of the period to $2,769,620 at the end of the period, a reduction of approximately 12.8%[20] - The total accounts payable and accrued expenses increased to $329,635 as of March 31, 2024, from $152,423 as of December 31, 2023[52] - The company has operating lease liabilities totaling $100,640, with a present value of $92,473 as of March 31, 2024[50] Expenses - General and administrative expenses were $617,374 for the three months ended March 31, 2024, down from $815,731 in the same period of 2023, reflecting a decrease of about 24.2%[16] - For the three months ended March 31, 2024, the company reported depreciation expense of approximately $2,800, compared to $1,000 for the same period in 2023[48] - Cash paid for operating leases was approximately $15,400 for the three months ended March 31, 2024, compared to $12,300 for the same period in 2023[49] Shareholder Information - The weighted average common shares outstanding remained unchanged at 20,421,593 for both periods[16] - As of March 31, 2024, the company had 21,191,593 shares issued and outstanding from an authorized 100,000,000 shares of common stock[57] - At March 31, 2024, there were 3,568,916 warrants outstanding, with diluted net loss per share being the same as basic net loss per share due to anti-dilutive instruments[69] Corporate Developments - The company has a new Chief Executive Officer and is working with consultants to achieve its strategic goals[29] - The company has a reportable segment focused on the development of esports, with 95.3% of total assets located in the United States as of March 31, 2024[46] - The company has incurred related party transactions totaling $30,000 for board stipends during the three months ended March 31, 2024[53] Compliance and Trading Status - The company was notified on April 11, 2023, of non-compliance with Nasdaq's minimum bid price requirement of $1.00 per share, with an initial compliance period until October 9, 2023[70] - On April 18, 2024, the company's common stock was suspended from trading on the Nasdaq Capital Market and currently trades on the OTC Pink Sheets[71] Warrant Information - The estimated fair value of the 2023 Consultant Warrants was $91,000, with $26,000 recognized as expense for the three months ended March 31, 2023[59] - The company recorded total expense of approximately $46,000 and $72,000 during the three months ended March 31, 2024 and 2023, respectively, for warrant amortization[64] - The unamortized warrant expense at March 31, 2024, was approximately $139,000, to be amortized over a weighted-average period of 0.5 years[64] - The company issued 1,886,793 PIPE Warrants with an exercise price of $2.90 per share, which expire 5 years from issuance, with an estimated fair value of $2,093,000[62] - The company issued 172,500 IPO Warrants with an exercise price of $6.60 per share, with an estimated fair value of $474,000[61]

Gaming Audience and Market Growth - The global audience for gaming video content, including esports, reached 1.2 billion viewers in 2020, an 18% increase from 2019[20] - MOGO's esports business is focused on the rapidly-growing Indian market, which is considered one of the largest and fastest-growing esports markets globally[40] Esports Events and Participation - MOGO organized 27 virtual esports tournaments in India from May to December 2021, attracting over 450,000 viewers[21] - The MOGO National Championship 2.0 event in September 2023 featured 16 teams from four geographic regions in India[21] - In 2022, MOGO completed 9 open tournaments over 25 days, 2 inter-university tournaments, and 1 national championship tournament[62] Financials and Funding - MOGO raised over $5 million in 2022, which released SII from its obligation to provide consulting services[26] - MOGO will engage in exclusive negotiations with SII for monetizing esports rights after securing financing of at least $3,500,000[48] - MOGO retains 20% of all Gross Receipts from university esports, with net proceeds allocated 60% to MOGO and 40% to SII[60] - MOGO will pay SII a referral fee of 15% of net revenues from management agreements with athletes[58] Partnerships and Agreements - MOGO issued 2,650,000 restricted common shares to SII as part of the Founders Agreement[25] - MOGO has a non-exclusive license to utilize esports rights granted by SII, including the right to develop and promote esports tournaments[32] - MOGO's partnership with SII includes rights to utilize Team Logos and Name and Likeness for promotional activities[33] - MOGO's consulting services from SII included opportunities in esports within the South Asian region and global university esports[26] - MOGO's esports business began in 2016, partnering with AIU, representing 854 universities, under a 10-year renewable agreement[42] - MOGO has exclusive rights to develop and monetize mobile esports events in collaboration with AIU and EUSAI, which has contracts with 92 leading Indian universities[42] Management and Operations - MOGO is responsible for executing the business plan for esports, including marketing and distribution of MOGO Games and related content[56] - MOGO has retained a team to advise on expanding its esports business, focusing on various revenue streams[66] - MOGO owns all intellectual property rights related to the tournaments and associated marketing[64] - MOGO's management rights for athletes extend until seven years after the management agreement commencement or until the end of the Management Term[57] - MOGO is required to reimburse SII 50% of any excess participation amounts owed to AIU or Participating Universities, up to 20% of the Licensor Participation received[35]

Financial Performance - The net loss attributable to Mobile Global Esports Inc. for the nine months ended September 30, 2023, was $3,546,377, compared to a net loss of $547,889 for the same period in 2022, indicating a substantial increase in losses[16]. - Operating expenses for the nine months ended September 30, 2023, totaled $3,578,785, compared to $1,846,683 for the same period in 2022, reflecting an increase of approximately 94%[16]. - The company reported no revenue for the three and nine months ended September 30, 2023, consistent with the same periods in 2022[16]. - The company incurred a comprehensive loss of $3,552,247 for the nine months ended September 30, 2023, compared to $1,847,936 for the same period in 2022, indicating a worsening financial position[16]. - The net loss per share attributable to common stockholders for the nine months ended September 30, 2023, was $(0.17), compared to $(0.03) for the same period in 2022[16]. - For the nine months ended September 30, 2023, the net loss was $3,550,287 compared to a net loss of $547,889 for the same period in 2022, indicating a significant increase in losses[21]. - The company incurred net cash used by operating activities of $2,474,935 for the nine months ended September 30, 2023, compared to $371,885 for the same period in 2022[21]. - The Company recorded total expense of approximately $69,000 and $208,000 for the three and nine months ended September 30, 2023, respectively, compared to $46,000 and $139,000 for the same periods in 2022[64]. - The Company incurred sponsorship expenses of approximately $24,000 with an entity that shares common ownership with a stockholder during the nine months ended September 30, 2023[52]. Assets and Liabilities - Total assets decreased from $9,256,801 on December 31, 2022, to $6,285,397 as of September 30, 2023, representing a decline of approximately 32%[14]. - Current liabilities increased significantly from $207,816 to $553,565, marking a rise of about 167%[14]. - Cash reserves decreased from $7,539,674 on December 31, 2022, to $4,514,459 as of September 30, 2023, a reduction of about 40%[14]. - The total stockholders' equity decreased from $9,010,533 on December 31, 2022, to $5,665,976 as of September 30, 2023, a decline of about 37%[14]. - The total stockholders' equity as of September 30, 2023, was $5,665,976, a decrease from $9,747,400 as of September 30, 2022[19]. - Total accounts payable and accrued expenses increased to $380,620 as of September 30, 2023, compared to $80,960 as of December 31, 2022, primarily due to accrued payroll and payroll taxes of $90,626[50]. - The Company has operating lease liabilities totaling $130,941 as of September 30, 2023, with a present value of $117,564 after accounting for imputed interest[49]. Shareholder Information - The weighted average common shares outstanding increased from 17,256,256 in 2022 to 20,421,593 in 2023, representing an increase of approximately 18%[16]. - The Company has authorized the issuance of 100,000,000 shares of common stock, with 20,421,593 shares issued and outstanding as of September 30, 2023[56]. - The Company has entered into agreements to issue up to 350,000 shares of common stock to various consultants in the future[68]. - The Company issued common stock from an initial public offering, net of stock issuance costs, totaling $5,464,932[19]. Cash Flow and Investments - The company reported cash and restricted cash of $4,514,459 as of September 30, 2023, down from $9,469,521 at the end of the same period in 2022[21]. - The company reported a net cash increase of $3,045,215 for the nine months ended September 30, 2023, compared to an increase of $9,231,319 for the same period in 2022[21]. - The Company has paid approximately $1,258,000 to a supplier for the development of a software platform, which is not yet in service, and an additional $200,000 for the development of a mobile application as of September 30, 2023[47]. - The Company has committed to pay a supplier $1,200,000 for the development of an Esports Platform, with the software currently in Beta testing and expected to be in service by Q4 2023 or early 2024[66]. - The Company paid $200,000 towards the acquisition of intellectual property for an App under development and agreed to issue 400,000 shares of common stock to the supplier[67]. Warrants and Expenses - The fair value of warrants issued for services was $207,690 for the nine months ended September 30, 2023, compared to $139,440 for the same period in 2022[21]. - The Company issued 170,000 warrants during the nine months ended September 30, 2023, with an estimated fair value of $91,000, of which $68,250 was recognized as an expense[59]. - The estimated fair value of the PIPE Warrants was approximately $2,093,000, while the Placement Agent Warrants had an estimated fair value of approximately $516,000[62]. - The unamortized warrant expense as of September 30, 2023, was approximately $255,000, to be amortized over a weighted-average period of 0.7 years[64]. - The IPO Warrants issued in July 2022 have an exercise price of $6.60 per share and an estimated fair value of approximately $474,000[61]. Other Information - The Company has a controlling interest of 99% in MOGO Pvt Ltd, which contributed approximately 9.2% of the company's net loss for the nine months ended September 30, 2023[24]. - The Company has not identified any impairments of long-lived assets to date, with ongoing reviews for realizability[35]. - As of September 30, 2023, the Company reported property and equipment, net, of $27,271, an increase from $16,822 as of December 31, 2022, reflecting a depreciation expense of approximately $1,000 for the nine months ended September 30, 2023[46]. - The cash paid for operating leases for the nine months ended September 30, 2023, approximated $41,000, with an operating lease cost recorded of approximately $43,000[48]. - Advertising expenses for the three and nine months ended September 30, 2023, totaled approximately $29,000 and $39,000, respectively, compared to nil for the same periods in 2022[70].

Financial Performance - The company reported a net loss of $1,703,845 for the six months ended June 30, 2023, compared to a net loss of $891,352 for the same period in 2022, indicating an increase in losses of approximately 91%[16] - For the six months ended June 30, 2023, the net loss was $1,703,845 compared to a net loss of $177,265 for the same period in 2022, representing an increase in loss of approximately 865%[20] - The net loss per share attributable to common stockholders for the six months ended June 30, 2023, was $(0.08), compared to $(0.04) for the same period in 2022[16] Operating Expenses - Operating expenses for the six months ended June 30, 2023, were $1,732,102, significantly higher than $915,962 for the same period in 2022, reflecting an increase of approximately 89%[16] - General and administrative expenses included approximately $13,000 in advertising costs for the six months ended June 30, 2023, compared to nil for the same period in 2022[66] - The Company paid a total of $178,000 in compensation to its CEO and CFO during the six months ended June 30, 2023[50] Assets and Liabilities - Total current assets decreased from $8,132,921 as of December 31, 2022, to $6,119,374 as of June 30, 2023, representing a decline of approximately 24.8%[14] - Cash and cash equivalents decreased from $7,539,674 as of December 31, 2022, to $6,061,078 as of June 30, 2023, a reduction of about 19.6%[14] - The total stockholders' equity decreased from $9,010,533 as of December 31, 2022, to $7,444,682 as of June 30, 2023, a decline of about 17.4%[14] - The accumulated deficit increased from $(1,549,388) as of December 31, 2022, to $(3,251,331) as of June 30, 2023, representing a deterioration of approximately 109.5%[18] - The company’s total liabilities increased from $246,268 as of December 31, 2022, to $316,809 as of June 30, 2023, an increase of approximately 28.5%[14] Cash Flow - Net cash used by operating activities for the six months ended June 30, 2023 was $952,225, significantly higher than $116,119 for the same period in 2022[20] - The company reported a net cash used in investing activities of $429,490 for the six months ended June 30, 2023, with no such activities reported in the same period of 2022[20] - Cash and restricted cash as of June 30, 2023 totaled $6,084,693, a decrease from $7,559,674 at the beginning of the period[20] Software Development and Investments - As of June 30, 2023, the Company paid approximately $1,241,000 for the development of a software platform, which is currently in Beta testing and expected to be in service in Q3 or Q4 2023[63] - The Company has entered into an agreement for the development of a mobile application and made payments of $200,000 towards this development as of June 30, 2023[64] - The company incurred $416,074 in advances to suppliers for software during the six months ended June 30, 2023, with no such expenses reported in the same period of 2022[20] Other Financial Metrics - The company reported interest income of $28,257 for the six months ended June 30, 2023, compared to $24,610 for the same period in 2022, reflecting an increase of approximately 14%[16] - The company reported a depreciation expense of $2,124 for the six months ended June 30, 2023, compared to no depreciation expense in the same period of 2022[20] - The accumulated depreciation for property and equipment increased from $35 as of December 31, 2022, to $2,159 as of June 30, 2023[45] Accounts Payable and Lease Liabilities - Total accounts payable and accrued expenses increased to $167,427 as of June 30, 2023, compared to $80,960 as of December 31, 2022, reflecting a significant rise of 106%[49] - The Company recorded operating lease costs of approximately $28,000 for the six months ended June 30, 2023, with cash paid for operating leases approximating $26,600[47] - The present value of operating lease liabilities as of June 30, 2023, is $130,846, with total future lease payments amounting to $147,574[48] Stock and Warrants - The Company issued 170,000 warrants with an exercise price of $3.00 per share during the six months ended June 30, 2023, with an estimated fair value of $91,000[56] - The Company has authorized the issuance of 100,000,000 shares of common stock, with 20,421,593 shares issued and outstanding as of June 30, 2023[54] - The Company has committed to issue up to 350,000 shares of common stock in the future as part of agreements with consultants[65] Impact of MOGO Pvt Ltd - MOGO Pvt Ltd comprised approximately 9.3% of the company's net loss for the six months ended June 30, 2023, indicating its impact on overall financial performance[22]

Financial Performance - The company reported a net loss of $812,084 for the three months ended March 31, 2023, compared to a net loss of $91,482 for the same period in 2022, indicating an increase in losses of approximately 789%[16] - Operating expenses for the three months ended March 31, 2023, were $815,731, significantly higher than $91,482 for the same period in 2022, reflecting an increase of approximately 791%[16] - The company had no revenue reported for the three months ended March 31, 2023, consistent with the same period in 2022[16] - Due to the net loss incurred, diluted net loss per share is the same as basic net loss per share for all periods presented[71] Assets and Liabilities - Total current assets decreased from $8,132,921 as of December 31, 2022, to $7,444,163 as of March 31, 2023, representing a decline of approximately 8.5%[14] - The company's accumulated deficit increased from $1,549,388 as of December 31, 2022, to $2,360,480 as of March 31, 2023, representing an increase of approximately 52.2%[14] - The total liabilities rose from $246,268 as of December 31, 2022, to $428,417 as of March 31, 2023, indicating an increase of approximately 73.7%[14] - Cash and cash equivalents decreased from $7,559,674 at the beginning of the period to $6,794,473 at the end of the period, a decrease of approximately 10.1%[21] - Total accounts payable and accrued expenses increased to $222,846 as of March 31, 2023, compared to $80,960 as of December 31, 2022, with significant increases in accrued consulting and professional fees and other accrued expenses[54] Shareholder Information - The weighted average common shares outstanding increased from 16,809,800 in Q1 2022 to 20,421,593 in Q1 2023, an increase of approximately 21.5%[16] - The Company has authorized the issuance of 100,000,000 shares of common stock, with 20,421,593 shares issued and outstanding as of March 31, 2023[59] Compensation and Expenses - The Company’s CEO and CFO received a total compensation of $52,500 during the three months ended March 31, 2023, reflecting the company's commitment to its leadership[55] - The Company recorded total expense of approximately $72,000 for warrant amortization in Q1 2023, compared to $46,000 in Q1 2022[66] Warrants and Commitments - The Company issued 170,000 2023 Consultant Warrants with an exercise price of $3.00, vesting 25% in Q1 2023 and the remainder quarterly through December 31, 2023[60] - The estimated fair value of the 2023 Consultant Warrants was $91,000, with $26,000 recognized as expense for Q1 2023[61] - The estimated fair value of the PIPE Warrants was approximately $2,093,000, with 1,886,793 warrants issued at an exercise price of $2.90[64] - The estimated fair value of the IPO Warrants was approximately $474,000, with 172,500 warrants issued at an exercise price of $6.60[63] - The Company has a commitment of $1,200,000 for the development of an Esports Platform, with $1,041,074 paid as of March 31, 2023[68] Other Financial Information - The Company has $23,305 in restricted cash as of March 31, 2023, up from $20,000 as of December 31, 2022, held in an escrow account from the initial public offering[31] - The cash paid for operating leases for the three months ended March 31, 2023, approximated $11,700, with an operating lease cost recorded of approximately $12,300[51] - The Company has a total of $142,273 in present value of operating lease liabilities as of March 31, 2023, with future lease payments totaling $162,464[52] - The Company has made advance payments totaling $480,000 for potential future services and a deposit of $100,000 for the potential acquisition of an intangible asset as of March 31, 2023[48] - The Company has outstanding principal of approximately $45,000 under a financing agreement for insurance policies, with monthly payments of $15,848 due until June 2023[57] - The Company had an unamortized warrant expense of approximately $576,000 as of March 31, 2023, to be amortized over a weighted-average period of 1.6 years[66] - The Company has no material uncertain tax positions for any of the reporting periods presented, indicating a stable tax position[45] - The Company has no material litigation that could impact its financial position[67] Property and Equipment - As of March 31, 2023, the Company reported property and equipment, net, of $29,399, an increase from $16,822 as of December 31, 2022, reflecting a depreciation expense of approximately $1,000 for the three months ended March 31, 2023[49] MOGO Pvt Ltd Impact - MOGO Pvt Ltd comprised approximately 10.2% of the company's net loss for the three months ended March 31, 2023, compared to nil for the same period in 2022[24]

Financial Performance - Comprehensive loss for the year ended December 31, 2022, was approximately $1,286,000, compared to $262,000 for the period from Inception (March 11, 2021) to December 31, 2021[188]. - General and administrative expenses increased to $1,286,362 in 2022 from $262,360 in 2021, reflecting a rise of $1,024,002, primarily due to increased payroll and related expenses[193]. - As of December 31, 2022, the company had an accumulated deficit of approximately $1,549,000[188]. Cash Flow - Cash and restricted cash as of December 31, 2022, was $7,559,674, up from $238,202 as of December 31, 2021[194]. - Net cash used in operating activities for the year ended December 31, 2022, was $1,444,130, compared to $44,624 for the period from Inception to December 31, 2021, an increase of $1,399,506[202]. - Net cash provided by financing activities for the year ended December 31, 2022, was $9,810,709, compared to $282,826 for the period from Inception to December 31, 2021, an increase of $9,527,883[205]. Capital Raising and Investments - MOGO Inc. raised approximately $9,842,000 in net proceeds from its IPO and private equity placement in July and September 2022[188]. - The company intends to use net proceeds from the IPO and PIPE for operating expenses, marketing, event expenses, and potential acquisitions of game licenses and technology platform agreements[200]. - MOGO Inc. acquired a 99% ownership stake in MOGO Esports Private Limited during 2022, expanding its presence in the esports market[184]. Lease and Asset Management - The total fixed lease payments over three years for new office space in India is approximately $67,000[206]. - The Company has not recorded any impairment losses on long-lived assets to date[214]. Company Classification and Reporting - As an emerging growth company, the Company has opted out of extended transition periods for new accounting standards[215]. - The Company will cease to be an emerging growth company if total annual gross revenues exceed $1.07 billion or if it issues more than $1.0 billion in nonconvertible debt within three years[216]. - The Company is classified as a smaller reporting company, presenting only two years of audited financial statements[217]. - There are currently no off-balance sheet arrangements reported by the Company[218]. - The Company does not have any quantitative and qualitative disclosures about market risk applicable at this time[219].