[Part I. Financial Information](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section details the company's financial position, operating results, and cash flows, highlighting its pre-revenue stage and significant capital infusion from financing activities [Condensed Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The company is in a pre-revenue stage, reporting a net loss of $547,889 for the nine months ended September 30, 2022, with its financial position significantly strengthened by an IPO and a private placement, resulting in cash and cash equivalents of $9.47 million [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The balance sheet reflects a substantial increase in cash and total assets primarily due to proceeds from the Initial Public Offering and a private placement Balance Sheet Highlights (unaudited) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $9,469,521 | $238,202 | | Total current assets | $9,635,546 | $301,200 | | **Total Assets** | **$9,935,546** | **$301,200** | | **Liabilities & Equity** | | | | Total current liabilities | $188,146 | $31,814 | | Total stockholders' equity | $9,747,400 | $269,386 | | **Total Liabilities and Stockholders' Equity** | **$9,935,546** | **$301,200** | - The significant increase in cash and total assets is primarily due to proceeds from the Initial Public Offering (IPO) and a private placement that occurred in 2022[14](index=14&type=chunk)[51](index=51&type=chunk) [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The company generated no revenue during the reported periods, with the net loss increasing significantly due to higher general and administrative expenses Operating Results (unaudited) | Period | Revenue | General & Admin Expenses | Net Loss | Net Loss Per Share | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2022** | $0 | $369,302 | $(370,624) | $(0.02) | | **Nine Months Ended Sep 30, 2022** | $0 | $546,567 | $(547,889) | $(0.03) | - The company generated no revenue during the reported periods, with the net loss increasing significantly, driven by higher general and administrative expenses as the company scaled its operations post-inception[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Financing activities were the primary source of cash, driven by proceeds from the issuance of common stock in an IPO and a private placement, while cash was used for software development Cash Flow Summary for the Nine Months Ended Sep 30, 2022 (unaudited) | Activity | Cash Flow | | :--- | :--- | | Net cash used by operating activities | $(371,885) | | Net cash used by investing activities | $(300,000) | | Net cash provided by financing activities | $9,903,204 | | **Net increase in cash and cash equivalents** | **$9,231,319** | - Financing activities were the primary source of cash, driven by net proceeds from the issuance of common stock in an IPO and a private placement, totaling approximately **$9.9 million**[22](index=22&type=chunk)[83](index=83&type=chunk) - Cash used in investing activities consisted of a **$300,000** advance payment to a supplier for software development[22](index=22&type=chunk)[45](index=45&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's incorporation, its rights to commercialize esports events in India, significant capital raises through an IPO and PIPE, and commitments for platform development - The company was incorporated in March 2021 and has rights to commercialize esports events for **76 universities in India**[23](index=23&type=chunk) - In July 2022, the company raised gross proceeds of **$6.9 million** through an IPO, and in September 2022, it raised an additional **$5.0 million** through a private equity placement (PIPE)[51](index=51&type=chunk) - The company has committed to a total cost of **$1,200,000** for the development of an Esports Platform, with **$300,000** paid as of September 30, 2022[45](index=45&type=chunk) - In October 2022, the company established a subsidiary in India, MOGO Esports Pvt Ltd, for which operations have not yet commenced[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's formation to expand an existing esports business in India, focusing on university-level competitions, noting its pre-revenue stage with an accumulated deficit of approximately $800,000, and operations financed through an IPO and a PIPE, which raised combined net proceeds of approximately $9.89 million, believed sufficient for about two years of operational needs, with the increase in net loss attributed to higher G&A expenses as the company builds its infrastructure [Overview and Recent Events](index=18&type=section&id=Overview%20and%20Recent%20Events) The company was formed in March 2021 to expand an esports business in India, currently operating at a deficit, and has recently secured significant funding through an IPO and PIPE - The company was formed in March 2021 to expand an esports business started by Sports Industry of India (SII) in 2016, focusing on the Indian university esports market[60](index=60&type=chunk) - As of September 30, 2022, the company had an accumulated deficit of approximately **$800,000** and expects to incur significant expenses and operating losses for the foreseeable future[63](index=63&type=chunk) Recent Financing Activities (2022) | Event | Gross Proceeds | Net Proceeds | | :--- | :--- | :--- | | **IPO (July 2022)** | $6,900,000 | ~$5,465,000 | | **PIPE (September 2022)** | $5,000,001 | ~$4,422,000 | [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company has not generated any revenue to date, and general and administrative expenses have significantly increased due to scaling operations and public company costs - The company has not generated any revenue or cost of revenue to date[67](index=67&type=chunk) - General and administrative expenses for the nine months ended Sep 30, 2022, were **$546,567**, a significant increase from **$28,985** in the prior period, driven by increased payroll, insurance, public company costs, professional fees, and approximately **$139,000** in non-cash expense for warrants issued for services[72](index=72&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash position significantly improved due to substantial proceeds from financing activities, which management believes will be sufficient for approximately two years of operations - As of September 30, 2022, the company had cash and cash equivalents of **$9,469,521**, up from **$238,202** at the end of 2021[73](index=73&type=chunk) - Management believes the net proceeds from the IPO and PIPE will be sufficient to meet cash and operational requirements for approximately two years[75](index=75&type=chunk) - Net cash provided by financing activities was **$9.9 million** for the nine months ended Sep 30, 2022, primarily from the IPO and PIPE, compared to **$0.31 million** in the prior period from common stock sales[83](index=83&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this item is not applicable, indicating it does not have significant exposure to market risks such as interest rate risk, foreign currency exchange risk, or commodity price risk at this stage - The company has determined that quantitative and qualitative disclosures about market risk are not applicable for this reporting period[88](index=88&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2022, with no material changes to internal control over financial reporting identified during the quarter - Based on an evaluation as of September 30, 2022, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[89](index=89&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[90](index=90&type=chunk) [Part II. Other Information](index=24&type=section&id=Part%20II.%20Other%20Information) This section covers the company's legal status, identifies key business risks, and lists the exhibits filed with the quarterly report [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently subject to any material legal proceedings or claims - The company is not currently subject to any legal proceedings or claims[91](index=91&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company identifies numerous risks associated with its development-stage business, including market acceptance uncertainty, reliance on a limited license, dependence on third-party technology, regulatory challenges, and the need for future financing - The business is a development-stage company with a limited operating history and no guarantee of achieving profitability[107](index=107&type=chunk) - The company will require additional financing to fully fund its business plan, and there is no certainty such financing will be available on reasonable terms[111](index=111&type=chunk)[112](index=112&type=chunk) - The business relies on a license from Sports Industry of India (SII) for rights to **76 Indian universities**, which is limited in scope and term, and subject to risks such as universities withdrawing or SII defaulting on its obligations[99](index=99&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk) - Operations are concentrated in India, exposing the company to regulatory uncertainty (especially regarding games of skill vs. chance), political instability, and foreign currency exchange risks[96](index=96&type=chunk)[98](index=98&type=chunk)[133](index=133&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including officer certifications (pursuant to Sarbanes-Oxley Act Sections 302 and 906) and the financial statements formatted in iXBRL - The exhibits filed with the Form 10-Q include CEO and CFO certifications and interactive data files (iXBRL)[162](index=162&type=chunk)[164](index=164&type=chunk)

Financial Performance - The company reported a net loss of $177.265 million for the six months ended June 30, 2022, compared to a net loss of $150 for the same period in 2021[20]. - Cash and cash equivalents decreased to $68.735 million as of June 30, 2022, down from $238.202 million at the beginning of the period, representing a decrease of approximately 71.2%[20]. - The company had no revenue reported for the three and six months ended June 30, 2022, maintaining the same status as the previous year[15]. - Research and development expenses for the six months ended June 30, 2022, were $92.960 million, while general and administrative expenses were $84.305 million[15]. Assets and Equity - As of June 30, 2022, total assets decreased to $185.081 million from $301.200 million as of December 31, 2021, reflecting a decline of approximately 38.6%[14]. - Total stockholders' equity as of June 30, 2022, was $185.081 million, down from $269.386 million as of December 31, 2021, indicating a decrease of approximately 31.4%[14]. - The company issued common stock with an additional paid-in capital of $623.025 million as of June 30, 2022, compared to $530.065 million at the end of 2021[14]. Stock and Warrants - As of June 30, 2022, the company had 16,809,800 shares of common stock issued and outstanding[40]. - The company issued 1,725,000 shares of common stock through an IPO in July 2022, raising total gross proceeds of $6,900,000[37]. - At June 30, 2022, there were 1,000,000 warrants outstanding with an exercise price of $1.00[41]. - The company recorded an expense of approximately $93,000 related to warrants during the six months ended June 30, 2022[43]. - The company has authorized the issuance of 10,000,000 shares of preferred stock, with none issued as of June 30, 2022[39]. Risks and Future Outlook - The company anticipates potential risks from increased competition and the ongoing impact of the COVID-19 pandemic on its operations and financial condition[12]. - The company has no current intention to update forward-looking statements except as required by law, indicating a cautious approach to future projections[11]. Financial Instruments and Tax Positions - The fair value of financial instruments held by the company approximates their carrying amounts due to short maturities[28]. - The company has not identified any assets or liabilities required to be presented on the balance sheet at fair value as of June 30, 2022[30]. - The company has not incurred any losses related to credit risk as it places cash with high-quality financial institutions[31]. - The company has no material uncertain tax positions for any of the reporting periods presented[34]. - The company adopted ASU 2019-12 on January 1, 2022, which did not have a material effect on its financial statements[36].