UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | Delaware | 94-3263974 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 3000 El Camino Real, | | | Bldg. 4, Suite 200, Palo Alto, CA | 94306 | (Address of principal executive offices) (Zip Code) (650) 340-1888 (Registrant's telephone number, including area code) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-13387 Mega Matrix Corp. (Exact name of Registrant as Specified in Its Charter) | Delaware | 94-3263974 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13387 MEGA MATRIX CORP. (Exact name of registrant as specified in its charter) | Delaware | 94-3263974 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employ ...

PART I - Financial Information [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) The unaudited financial statements reflect the company's transition to GameFi, showing decreased assets and a net loss for the period [Condensed Consolidated Balance Sheets](index=5&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets decreased to $11.5 million by June 30, 2022, driven by reduced cash, while digital and intangible assets emerged Condensed Consolidated Balance Sheet Highlights (USD) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,967,400 | $7,380,700 | | Digital assets | $314,500 | $0 | | Intangible assets | $888,900 | $0 | | Total assets | $11,458,900 | $14,949,600 | | **Liabilities & Equity** | | | | Total liabilities | $1,966,500 | $3,136,300 | | Total equity | $9,492,400 | $11,813,300 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) GameFi revenue emerged, replacing operating lease revenue, leading to a reduced net loss of $1.7 million for Q2 2022 due to fewer impairment charges Statement of Operations Summary (USD) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Gamefi revenue | $3,200 | $0 | | Operating lease revenue | $0 | $1,470,300 | | Total Revenues | $3,200 | $1,480,700 | | Gross (Loss) Profit | ($530,100) | $1,480,700 | | Total Expenses | $1,164,900 | $4,674,800 | | Net Loss | ($1,697,600) | ($3,197,800) | | Basic Loss Per Share | ($0.06) | ($0.41) | Six-Month Statement of Operations Summary (USD) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Gamefi revenue | $326,800 | $0 | | Operating lease revenue | $120,000 | $4,207,600 | | Total Revenues | $446,800 | $4,014,900 | | Net Loss | ($2,373,900) | ($8,608,100) | | Basic Loss Per Share | ($0.09) | ($1.11) | [Condensed Consolidated Statements of Changes in Equity (Deficit)](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20EQUITY%20(DEFICIT)) Total equity decreased to $9.5 million by June 30, 2022, primarily due to the net loss incurred during the six-month period - Total equity decreased by **$2.3 million** in the first six months of 2022, from $11.8 million to $9.5 million, mainly due to the net loss incurred during the period[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash used in operating activities was $3.4 million for the six months ended June 30, 2022, with no investing or financing activities Cash Flow Summary (USD) | Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash from operating activities | ($3,413,300) | $561,300 | | Net cash from investing activities | $0 | $11,796,100 | | Net cash from financing activities | $0 | ($14,749,000) | | **Net decrease in cash** | **($3,413,300)** | **($2,391,600)** | | Cash at end of period | $3,967,400 | $2,709,300 | [Notes to Consolidated Financial Statements](index=10&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Notes detail the company's transformation, including name change, bankruptcy emergence, fresh start accounting, and new policies for digital assets and segments - On March 25, 2022, the company changed its name from AeroCentury Corp. to **Mega Matrix Corp.** and its ticker from 'ACY' to 'MTMT' to reflect its new focus on the Metaverse and GameFi business[31](index=31&type=chunk) - The company emerged from Chapter 11 bankruptcy on September 30, 2021, and adopted fresh start accounting, making financial statements after this date not comparable to prior periods[36](index=36&type=chunk)[37](index=37&type=chunk) - Digital assets are accounted for as indefinite-lived intangible assets, tested for impairment when circumstances indicate, and are not amortized; subsequent reversal of impairment losses is not permitted[49](index=49&type=chunk) - The company now has two operating segments: GameFi business and the legacy aircraft leasing business; for the six months ended June 30, 2022, the GameFi segment generated **$326,800 in revenue** with a gross loss of $234,300, while the Leasing segment had **$120,000 in revenue** and gross profit[99](index=99&type=chunk)[103](index=103&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the strategic shift to GameFi, the launch of "Mano," and the impact on financial results, noting sufficient liquidity [Overview](index=28&type=section&id=Overview) The company pivoted to GameFi with the "Mano" NFT game launch in March 2022, following its bankruptcy emergence and strategic shift - The company launched its GameFi business and released its first NFT game, **"Mano," on March 25, 2022**, which operates on a "Play-to-earn" model within its "alSpace" metaverse[142](index=142&type=chunk) - Revenue from the Mano game is generated from fees for resetting NFT energy levels, transaction fees for virtual equipment, and synthesis fees for cloning or converting NFTs[144](index=144&type=chunk) - The company emerged from bankruptcy on September 30, 2021, after a Plan Sponsor invested approximately **$11 million** for a 65% stake in the reorganized company[149](index=149&type=chunk)[150](index=150&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Revenues significantly decreased for both three and six-month periods, while operating expenses also fell due to the absence of impairment charges Comparison of Operations for the Three Months Ended June 30 (USD) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenues and Other Income | $3,200 | $1.5 million | | Total Operating Expenses | $1.2 million | $4.7 million | | Impairment of Aircraft | $0 | $2.3 million | Comparison of Operations for the Six Months Ended June 30 (USD) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenues and Other Income | $0.45 million | $4.0 million | | Total Operating Expenses | $2.3 million | $12.6 million | | Impairment of Aircraft | $0 | $4.2 million | | Interest Expense | $0.1 million | $1.9 million | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) With $9.5 million in net assets, the company believes it has sufficient liquidity for the next year, despite $3.4 million cash used in operations - With **$9.5 million in net assets** as of June 30, 2022, management believes there is no longer substantial doubt about the company's ability to continue as a going concern[174](index=174&type=chunk) - Net cash used in operations for the first six months of 2022 was **$3.4 million**, primarily due to payments for salaries, professional fees, and platform maintenance for the new GameFi business[178](index=178&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, the company is exempt from providing market risk disclosures - As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk[186](index=186&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls and procedures were ineffective as of June 30, 2022, due to an un-remediated material weakness in tax review controls - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2022[187](index=187&type=chunk) - The ineffectiveness is due to a previously identified material weakness related to tax review controls for complex transactions, which is still in the process of being enhanced[188](index=188&type=chunk) PART II - Other Information [Legal Proceedings](index=36&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) No material legal proceedings are pending against the company, and no known matters are expected to have a material adverse effect - To the best of management's knowledge, there are no material legal proceedings pending against the company[193](index=193&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A.%20RISK%20FACTORS) Significant risks include regulatory uncertainty regarding digital asset classification as "securities" and the challenge of expanding and monetizing the metaverse business beyond "Mano" - A key risk is the uncertainty of whether its NFTs and Mano coin could be deemed "securities" by regulators like the SEC, which could lead to penalties and adversely affect the business[195](index=195&type=chunk)[196](index=196&type=chunk) - The company acknowledges the need to explore and develop other opportunities in the metaverse to expand its business model beyond the single "Mano" game[200](index=200&type=chunk)[201](index=201&type=chunk) - Future success depends on the ability to develop successful games and monetize its alSpace platform, which is subject to unpredictable factors like consumer preferences and competition[202](index=202&type=chunk)[203](index=203&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities were reported during the period - None[204](index=204&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported - None[205](index=205&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[206](index=206&type=chunk) [Other Information](index=37&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information was reported for this item - None[207](index=207&type=chunk) [Exhibits](index=37&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits, including CEO and CFO certifications and Inline XBRL documents - The report includes required certifications from the CEO and CFO and XBRL data files as exhibits[209](index=209&type=chunk)

Commission File Number: 001-13387 MEGA MATRIX CORP. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Delaware | 94-3263974 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-13387 Mega Matrix Corp. (formerly known as AeroCentury Corp.) (Exact name of Registrant as Specified in Its Cha ...

For the quarterly period ended September 30, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q Commission File Number: 001-13387 AEROCENTURY CORP. ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(b) of the Act: | | | Name of each exchange on which | | --- | --- | --- | | Title of Each Class | Tr ...

Financial Performance - The company reported a net loss of $3.2 million for Q2 2021, compared to a net loss of $13.5 million in Q2 2020, resulting in a basic and diluted loss per share of $(2.07) and $(8.74), respectively[156]. - Revenues and other income decreased by 66% to $1.5 million in Q2 2021 from $4.4 million in Q2 2020, primarily due to a 66% decrease in operating lease revenues[163]. - Total expenses decreased by 76% to $4.7 million in Q2 2021 from $19.2 million in Q2 2020, driven by reductions in asset impairment losses, interest expense, and general administrative expenses[165]. - Revenues and other income decreased by 56% to $4.0 million in the first six months of 2021 from $9.2 million in the same period of 2020[172]. - Total expenses decreased by 66% to $12.6 million in the first six months of 2021 from $36.9 million in the same period of 2020[173]. Chapter 11 Bankruptcy and Reorganization - The company has entered into a definitive agreement for a plan of reorganization to exit Chapter 11, providing $11 million in equity financing[149]. - The Company filed for Chapter 11 bankruptcy on March 29, 2021, and resolved $13.4 million in financing debt through the sale of its ACY E-175 LLC subsidiary, generating $2.1 million in cash proceeds[213]. - The Company recorded $1.0 million of reorganization costs in the first six months of 2021 due to its Chapter 11 filing[178]. - The Bankruptcy Court has scheduled a hearing on August 31, 2021, to consider the approval of the Plan Sponsor Agreement[215]. - The Company has entered into a Plan Sponsor Agreement for a capital investment, contingent upon Bankruptcy Court approval and exiting Chapter 11, with no assurance of compliance with closing conditions[232]. Asset Management and Inventory - The company ended Q2 2021 with a total of ten aircraft and an inventory of spare parts held for sale, with a net book value of approximately $53 million[157]. - The company reclassified all aircraft from held for lease to held for sale due to its Chapter 11 filing, consisting of seven regional jet aircraft and three turboprop aircraft[158]. - The Company recorded impairment charges totaling $2.3 million on five assets held for sale in Q2 2021, compared to $9.7 million in the same period of 2020[166]. - The Company recorded an impairment loss of $1.94 million in Q1 2021 related to the sale of part-out assets for $290,000[162]. Cash Flow and Financing - The Company’s cash flow from operations increased by $1.7 million in the first six months of 2021 compared to the same period in 2020, primarily due to decreases in interest and maintenance payments[203]. - The Company received net cash of $11.8 million from asset sales in the first six months of 2021, compared to $3.2 million in the same period of 2020[208]. - Payments made for interest decreased by $2.6 million in the first half of 2021 due to the deferral of interest on the Company's Drake Indebtedness[204]. - The Company was granted a second PPP Loan of $170,002 in February 2021, maturing on February 11, 2026, with an interest rate of 1.00% per annum[193]. Shareholder Impact and Stock Performance - A cash dividend distribution of $1 million will be made to Legacy ACY Shareholders, funded from the purchase price paid by the Plan Sponsor for the New ACY Shares[147]. - The proposed reorganization plan will result in existing shareholders holding only 35% of the recapitalized Company post-exit[225]. - The issuance of 2,857,143 shares of Common Stock to the Plan Sponsor at $3.85 will dilute existing stockholders' interest to 35%[233]. - The Company’s common stock may decrease in value or become worthless during the Chapter 11 process, with trading being highly speculative[220]. Risks and Uncertainties - The Company may face significant risks and uncertainties during the Chapter 11 process, potentially affecting relationships with suppliers, customers, and employees[224]. - If the Plan Sponsor Agreement is not approved, the Company may transition to a liquidation plan, leading to potential loss of investment for common stockholders[220]. - The Company’s future operations and financial forecasts are highly speculative due to the impact of the COVID-19 pandemic on the aviation industry[229]. - The ongoing COVID-19 Pandemic has caused a dramatic decrease in passenger loads, leading to significant cash flow issues for airlines and impacting the Company's lease obligations[236]. - The Company faces risks from a downturn in the global economy, which could reduce demand for air travel and subsequently affect aircraft leasing[237]. Compliance and Regulatory Issues - The Company received a deficiency letter from NYSE American on September 11, 2020, due to a stockholders' equity deficiency as of June 30, 2020, combined with net losses for the fiscal years ended December 31, 2018, and December 31, 2019[273]. - The Company is required to meet a minimum stockholders' equity threshold of $4.0 million due to reported losses in three of its four most recent fiscal years[274]. - The Company submitted a detailed compliance plan to NYSE American to regain compliance within 18 months of receiving the deficiency letter[275]. - If the Company fails to comply by the end of the 18-month period, its common stock could be de-listed, significantly impacting liquidity and market price[276]. Operational Challenges - The Company may incur unexpected maintenance or repair expenses not covered by lessees, particularly in foreign countries affected by trade wars[262]. - The Company has adopted measures to ensure lessees maintain required insurance coverage, but there may still be uninsured losses or liabilities[269]. - Cybersecurity risks could temporarily impede operations, but the Company believes it has sufficient measures in place to mitigate potential financial impacts[272]. - The Company identified a material weakness in its internal control over financial reporting related to tax review control for complex transactions[283]. - Management is enhancing its tax review control for unusual transactions, but effectiveness has not been determined as of June 30, 2021[284].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-13387 AeroCentury Corp. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) AL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 SITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-13387 AeroCentury Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 94-3263974 (State or Other Jurisdic ...