UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended June 30, 20222023

or

☐ 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: 001-41458

MOBILE GLOBAL ESPORTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (475) 666-8401

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of September 19, 2022,August 14, 2023, there were 18,534,80020,421,593 shares of the registrant’s common stock outstanding.

MOBILE GLOBAL ESPORTS INC.

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this Quarterly Report. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

You should refer tocarefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no material changes from the risk factors previously disclosed therein, except as set in the “Risk Factors” section of this Quarterly Report on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements, including, but not limited to, the impact of the COVID-19 pandemic on our company and our financial condition and results of operations.statements. The forward-looking statements in this Quarterly Report are only predictions, and we may not actually achieve the plans, intentions or expectations included in our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward- looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

These forward-looking statements speak only as of the date of this Quarterly Report. While we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

MOBILE GLOBAL ESPORTS INC.

Condensed Balance SheetSheets

The accompanying footnotes are an integral part of these unaudited financial statements.

MOBILE GLOBAL ESPORTS INC.
Statements of Operations

For the three and six-months ended June 30, 2022 and the three months ended June 30, 2021 and the period from March 11, 2021 (Inception) to June 30, 2021

The accompanying footnotes are an integral part of these unaudited financial statements.

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Stockholders’ EquityOperations (Unaudited)

For the three and six-months ended June 30, 2022 and the threesix months ended June 30, 20212023 and the period from March 11, 2021 (Inception) to June 30, 20212022

The accompanying footnotes are an integral part of these unaudited financial statements.

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Cash FlowsStockholders’ Equity (Unaudited)

For the six-monthssix months ended June 30, 20222023 and the Period from Inception (March 11, 2021) to June 30, 20212022

The accompanying footnotes are an integral part of these unaudited financial statements.

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2023 and 2022

The accompanying footnotes are an integral part of these unaudited financial statements.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 and the Period From March 11, 2021 (Inception) to June 30, 2021

(unaudited)

Note 1 -– Organization and Basis of Presentation

Organization

Mobile Global Esports Inc. (the “Company”(“MOGO Inc”) was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed its name to Mobile Global Esports Inc. on April 21, 2021. The CompanyMOGO Inc has been assigned certain limited rights to commercialize university esports events for 7692 universities in India. The unique advantage of esports is that the events can be virtual, and virtual events bypass any Covid-19 or other pandemic restrictions on in-person events.

During July 2022, MOGO Esports Private Limited (“MOGO Pvt Ltd”) was established and incorporated in India by certain shareholders of MOGO Inc. During November 2022, MOGO Inc acquired approximately 99% of MOGO Pvt Ltd. Prior to October 2022, MOGO Pvt Ltd had limited activity. During October 2022, MOGO Pvt Ltd increased its activity and began operating for the benefit of the Company. The Company determined that MOGO Pvt Ltd was a variable interest entity and it was the primary beneficiary of MOGO Pvt Ltd prior to acquiring 99% of MOGO Pvt Ltd in November 2022. Therefore, the Company has included the results of MOGO Pvt Ltd in its consolidated financial statements from July 13, 2022 (inception of MOGO Pvt Ltd) through June 30, 2023. MOGO Pvt Ltd comprised approximately 3.3% and 1.4% of the Company’s total assets as of June 30, 2023 and December 31, 2022, and 9.3% and nil of the Company’s net loss for the six months ended June 30, 2023 and 2022, and 8.5% and nil of the Company’s net loss for the three months ended June 30, 2023 and 2022, respectively.

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of MOGO Inc and MOGO Pvt Ltd (collectively, the “Company”). MOGO Inc owns a 99% controlling interest in MOGO Pvt Ltd. The value of the non-controlling interest in MOGO Pvt Ltd is immaterial.

Coronavirus (COVID-19)The functional currency of MOGO Pvt Ltd is the Indian Rupee (“INR”). The assets and liabilities of MOGO Pvt Ltd are translated to United States Dollars (“USD”) at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company’s business could be adversely impacted by the effects of the Coronavirus (COVID-19). In addition to global macroeconomic effects, the COVID-19 outbreak and any other related adverse public health developments could cause disruption to our operations. COVID-19 or other disease outbreaks could in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could impact the Company’s operating results. Although the magnitude of the impact of the COVID-19 outbreak on the Company’s business and operations remains uncertain, the continued spread of COVID-19 or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions could adversely impact the Company’s business, financial condition, operating results and cash flows. In addition, the Company could experience disruptions to its business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of its employees to perform their jobs that may impact the Company’s ability to develop and grow its business.

Interim financial statements

The unaudited condensed financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to such rules and regulations. The results of operations for the six months ended June 30, 20222023 are not necessarily indicative of the results expected for the year ending December 31, 2022.2023.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 (unaudited)

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the valuation allowance on deferred tax assets and the estimated value of warrants issued for services.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, amounts held in escrow and all highly-liquid debt instruments with original maturities of three months or less. As of June 30, 2023 and December 31, 2022, the Company did not have any cash equivalents.

Restricted Cash

As of June 30, 2023 and December 31, 2022, the Company has $23,615 and $20,000 of the funds received from the initial public offering held in an escrow account, which is included in Restricted Cash on the consolidated balance sheet. These funds were released to the Company in July 2023.

Property and Equipment

Property and equipment, net, is stated at cost. Depreciation is computed over the estimated useful lives of the assets, generally three to five years, using the straight-line method. Expenditures for maintenance and repairs are charged to operations; major expenditures for renewals and betterments are capitalized and depreciated over their useful lives. Leasehold improvements are amortized over the lesser of the asset life or the life of the lease.

Leases

The Company leases office and warehouse space in India under non-cancelable lease arrangements through MOGO Pvt Ltd. The Company applies the accounting guidance in Accounting Standards Codification (“ASC”) 842, Leases. As such, the Company assesses all arrangements, that convey the right to control the use of property and equipment, at inception, to determine if it is, or contains, a lease based on the unique facts and circumstances present in that arrangement. For those leases identified, the Company determines the lease classification, recognition, and measurement at the lease commencement date.

Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements of operations and comprehensive loss.

The interest rate implicit in the Company’s lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 and the Period From March 11, 2021 (Inception) to June 30, 2021

(unaudited)

Cash EquivalentsLong-Lived Assets

For the purposeThe Company reviews long-lived assets for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the statementremaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash equivalents include time deposits, certificateflows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of deposits, and all highly-liquid debt instruments with original maturitiesdisposal. Any impairment losses would be recorded in the consolidated statements of three months or less. As of June 30, 2022 and December 31, 2021, the Company did notoperations. To date, no such impairments have any cash equivalents.occurred.

Deferred Offering Costs

Deferred offering costs are amounts incurred that are directly related to the offering of the Company’s common stock. These costs will be offset against the proceeds from the Company’s equity offering. See subsequent events below.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and theirtheir current market rate of interest. The three levels of valuation hierarchy are defined as follows:

The Company analyzes all financial instruments with features of both liabilities and equity under Accounting Standards CodificatoinCodification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The Company has determined that the warrants issued to date are freestanding financial instruments that are properly classified as equity.

As of June 30, 20222023 and December 31, 2021,2022, the Company did not identify any assets or liabilities required to be presented on the balance sheet at fair value.

Concentration of credit riskCredit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents.restricted cash. The Company places its cash with high quality financial institutions and at times may exceed the Federal Deposit Insurance Corporation $250,000 insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 and the Period From March 11, 2021 (Inception) to June 30, 2021

(unaudited)

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. At June 30, 2022 and December 31, 2021, there were 1,000,000 warrants outstanding. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for all periods presented.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC(ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company adopted this standard as of January 1, 2022 and the adoption did not have a material effect on the Company’s financial statements and related disclosures.

Subsequent Events

During July 2022, the Company issued 1,725,000 shares of common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). The Company received net proceeds after commissions, fees and expenses of approximately $5,875,000, with $500,000 of these funds currently held in an escrow account for the benefit of the Company. As a result of the IPO, the deferred offering costs of approximately $116,000 were reclassified from deferred offering costs to a reduction of additional paid-in capital in July 2022.

Management has evaluated events that occurred subsequent to the end of the reporting period and there are no other subsequent events to report.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 and the Period From March 11, 2021 (Inception) to June 30, 2021

(unaudited)

Note 3- Stockholders’ Equity3 – Other Current Assets

Other current assets as of December 31, 2022 consist of $480,000 paid to a party as advance payment for potential future services and a deposit of $100,000 paid to a party for the potential purchase of software. No services were provided by the party as of June 30, 2023, and the $480,000 was refunded to the Company in June 2023 with interest of $24,000. The Company finalized the agreement for the purchase of software and the $100,000 deposit was reclassified in Advances to suppliers as of June 30, 2023.

Note 4 – Property and Equipment

Property and equipment consisted of the following as of:

Depreciation expense was approximately $1,000 and $2,000 for the three and six months ended June 30, 2023 and was nil for the three and six months ended June 30, 2022.

Preferred Stock

Note 5 – Advances to Suppliers

As of June 30, 2023 and December 31, 2022, the Company paid funds to a supplier of approximately $1,241,000 for the development of a software platform, which has not been placed in service. In addition, as of June 30, 2023, the Company entered into an agreement for the development of a mobile application (“App”) and made payments of $200,000 towards the development of the App. See Note 11.

Note 6 – Leases

The Company has authorized the issuance of 10,000,000 shares of $0.0001 par value preferred stock. At June 30,office leases in India that are classified as operating leases. These office leases commenced in October 2022 and December 31, 2021, there were nil shares issued and outstanding.

Common Stock

have a term of three years. During January 2023, the Company leased a godown (which is a warehouse) in Borivali (East), Mumbai. This lease has a term of 33 months. The Company has authorizedused its expected incremental borrowing rate of 10.0% in determining the issuancevalue of 100,000,000 shares of $0.0001 par value common stock. At June 30, 2022the right-of-use asset and December 31, 2021, there were 16,809,800 shares issued and outstanding. 

During the period from March 11, 2021 (Inception) to June 30, 2021, the Company had the following transactions in its common stock:

There were no transactions in the Company’s common stock during the six months ended June 30, 2022.2023 approximated $26,600 and the operating lease cost recorded in the Consolidated Statements of Operations and Comprehensive Loss approximated $28,000. The weighted average remaining lease term for the operating leases was 2.3 years and the weighted average discount rate was 10.0%.

The maturities of the operating lease liabilities as of June 30, 2023 are as follows:

Warrants

The following is a summary of warrant activity:

The exercise price for warrants outstanding at June 30, 2022:

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 and the Period From March 11, 2021 (Inception) to June 30, 2021

(unaudited)

On October 21, 2021,Note 7 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of:

Note 8 – Related Party Transactions

Included in related party payable at June 30, 2023 and December 31, 2022 $18,536 and $17,763, respectively, due to Sports Industry of India, Inc., a stockholder of the Company.

During the six months ended June 30, 2023, the Company paid its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) compensation totaling $178,000. The CEO and CFO are shareholders of the Company.

During the six months ended June 30, 2023, the Company paid a total of $36,000 for the quarterly board stipend payable to the Board of Directors for services provided in the first and second quarters of 2023.

Note 9 – Note Payable

During July 2022, the Company entered into an agreement with a financing institution for payment of certain of the Company’s insurance policies. The financing agreement is payable over a twelve-month period ending June 2023 with monthly payments of principal and interest totaling $15,848 per month. As of June 30, 2023 and December 31, 2022, approximately nil and $92,000, respectively, of principal is outstanding under this agreement, and the same amount is included in prepaid expenses.

Note 10 – Stockholders’ Equity

Preferred Stock

The Company has authorized the issuance of 10,000,000 shares of $0.0001 par value preferred stock. At June 30, 2023 and December 31, 2022, there were nil shares issued and outstanding.

Common Stock

The Company has authorized the issuance of 100,000,000 shares of $0.0001 par value common stock. At June 30, 2023 and December 31, 2022, there were 20,421,593 shares issued and outstanding. 

Warrants

During the six months ended June 30, 2023, the Company issued warrants (“2023 Consultant Warrants”) to purchase up to 170,000 shares of the Company’s common stock in exchange for the provision of services. The 2023 Consultant Warrants have an aggregateexercise price of 1,000,000$3.00 per share, expire 6 years from the date of issuance, with 25% vested in the first quarter of 2023 and the remaining shares vest quarterly through December 31, 2023.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 (unaudited)

The Company utilized the Black-Scholes option-pricing model to value the warrants issued and the estimated fair value of the 2023 Consultant Warrants was $91,000, with $45,500 recognized as expense for the six months ended June 30, 2023.

The following table summarizes the assumptions used for estimating the fair value of the 2023 Consultant Warrants issued:

As of June 30, 2023, the Company also had the following warrants outstanding:

The 2021 Consultant Warrants were granted to three individuals (“Consultants”) that willare advising the Company on developing, establishing, operating, commercializing, marketing, promoting, and expanding the Company’s esports business with an aim to commercialize esports tournaments, esports sponsorships, esports advertising revenues, esports merchandise revenues, esports broadcast revenues, esports video revenues, esports game development and marketing and distribution revenues, and all other manner of esports revenue streams for the benefit of the Company. The warrantsConsultant Warrants have an exercise price of $1.00 share and expire in five years.years with 250,000 of these warrants vested immediately and the balance of 750,000 warrants havehaving provisions making the vesting contingent on the Consultants’ performance in meeting goals and milestones set quarterly by the Company. Specifically, the Company will consult with the Consultants and reach agreement on the Consultants’ goals and milestones at the beginning of each calendar quarter. Out of the 750,000 unvested warrants, 62,500 warrants will vest at the end of each quarter, beginning with the quarter endingended March 31, 2022, provided in the Company’s judgement the Consultants have made satisfactory progress over the course of the quarter in meeting set goals and milestones. 62,500 of these warrants vested on March 31, 2022, 62,500 warrants vested on June 30, 2022, 62,500 of these warrants vested on September 30, 2022, 62.500 of these warrants vested on December 31, 2022, and 62,500 of these warrants vested on June 30, 2023. Any 2021 Consultant Warrants not vested on their designated end of quarter vesting date expire.

In conjunction with the Company’s initial public offering (“IPO”) in July 2022, the Company issued warrants (“IPO Warrants”) to purchase up to 172,500 shares of common stock to the underwriters of the IPO.  These IPO Warrants have an exercise price of $6.60 per share, expire 5 years from the date of issuance, and are fully exercisable six months after their issuance. The estimated fair value of the IPO Warrants approximated $474,000. The IPO Warrants are recorded as stock issuance costs but the net impact to the Company’s equity from the issuance of these warrants is nil since these warrants are classified as equity.

In conjunction with a financing in September 2022, the Company issued 1,886,793 PIPE Warrants to investors with an exercise price of $2.90 per share, which expire 5 years from the date of issuance, and are fully exercisable upon issuance. The estimated fair value of the PIPE Warrants approximated $2,093,000. Additionally, 339,623 warrants (“Placement Agent Warrants”) were issued to the placement agent as a part of their fee. The Placement Agent warrants have an exercise price of $2.915 per share, expire 5 years from the date of issuance, and are fully exercisable upon issuance. The estimated fair value of the Placement Agent Warrants approximated $516,000. The Placement Agent Warrants are recorded as stock issuance costs but the net impact to the Company’s equity from the issuance of these warrants is nil since these warrants are classified as equity.

The PIPE Warrants and Placement Agent Warrants also include certain anti-dilution adjustments and potential adjustments upon the occurrence of certain change of control transactions.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2023 and 2022 (unaudited)

The fair value of the warrants is2023 Consultant Warrants and 2021 Consultant Warrants are being amortized to expense over thetheir vesting period. The Company recorded antotal expense of approximately $93,000$66,000 and $46,000$138,000 during the six monthsthree and threesix months ended June 30, 2022.2023, and $46,000 and $93,000 during the three and six months ended June 30, 2022, respectively. At June 30, 2022,2023, the unamortized warrant expense was approximately $465,000,$576,000, which will be amortized into expense through December 2024.a weighted-average period of 1.0 years.

Note 411 – Commitments and Contingencies

Legal

From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company.

Advances to Suppliers

The Company entered into a commitment with a supplier for the development of an Esports Platform for total cost of $1,200,000. As of June 30, 2023, the Company had paid the supplier 100% of the commitment amount and the software was in Beta testing. The Company expects to put the software in service during the 3^rd or 4^th quarter of 2023.

During May 2023, the Company entered into an agreement with a supplier to acquire the intellectual property for an App under development. As of June 30, 2023, the Company had paid the supplier $200,000 toward the purchase of the App and agreed to issue the supplier 400,000 shares of the Company’s common stock. In addition, the Company is committed to pay the supplier an additional amount totaling $200,000 upon the achievement of certain technological milestones related to the development of the App.

Consultants

The Company has entered into various agreements with consultants or other professional advisors and has committed to issue up to 350,000 shares of the Company’s common stock in the future.

Note 512 – Related Party TransactionsGeneral and Administrative Expense

General and administrative costs are expensed as incurred and primarily include personnel costs in the U.S. and India, public filing fees, travel expenses, contractor fees, and professional fees. The Company expenses advertising costs as incurred. Advertising expense consists primarily of event sponsorships and social media advertising and totaled approximately $13,000 for the three and six months ended June 30, 2023. Advertising expense was nil for the three and six months ended June 30, 2022.

Included in accounts payable atNote 13 – Net Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted-average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of warrants that are computed using the treasury stock method.

At June 30, 20222023 and December 31, 20212022, there were 3,568,916 and 3,398,916 warrants outstanding. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted net loss per share is $0 and $30,000, respectively, duethe same as basic net loss per share for all periods presented.

Note 14 – Subsequent Events

Management has evaluated events that occurred subsequent to Sports Industry of India, Inc., a stockholderthe end of the Company.reporting period and there are no subsequent events to report.

Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes appearing in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

Overview

Mobile Global Esports Inc. (“MOGO” or “Mogo,” or the “Company”) was organized in March of 2021 to continue and expand an esports business (the “Business”) created in 2016 by Sports Industry of India (“SII”), in 2016.. Through a series of contracts, the rights to the businessBusiness were assigned to MOGO by SII and its affiliates beginning in October of 2021. MOGO is now building out and expanding the business created by SII, whichSII. MOGO is focused on the rapidly-growing esports industry.industry, with special emphasis on India and other South Asian markets. The Indian market for esports, and particularly university esports events in India, represent, in management’s opinion, one of the largest and fastest growing esports markets in the world.

SII is an American branding, marketing and sports promotion company that, through subsidiaries and affiliates primarily in India and Pakistan, enters into exclusive long-term arrangements with universities for the purpose of promoting, expanding and commercializing university sports programs, creating professional opportunities for university athletes and alumni and developing and marketing university and event-branded merchandise. The SII esports business, which has now been transferred to and is operated by MOGO, is the only business in India to organize and sponsor an officially-sanctioned national championship for university esports. SII holds a 14.5%12.98% minority common share interest in MOGO, butand thus has no controlling interest in MOGO.

Esports are the competitive playing of video games by amateur and professional teams for cash and other prizes. Esports typically take the form of organized, multiplayer video games that include real-time strategy and competition, including virtual fights, first-person shooter and multiplayer online battle arena games. Esports are defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork, but not games of chance or luck. Mobile esports are defined as esports that are streamed on an electronic esports platform and played by individuals or teams on mobile devices, usually smartphones. Competitors participate at large in-person events, small in-person events and virtually from home or computer cafes. Interest in esports is rapidly growing. In 2020, the global audience for gaming video content, including esports, grew to 1.2 billion viewers, an 18 percent increase from 2019, according to Statista, as gaming streams became a popular social activity and distraction during coronavirus-related lockdowns. A DataProt report in January 2023 placed the number of gamers at 1.7 billion.

Management believes that MOGO is the first company specifically focused on mobile esports to become a publicly listed company in the United States.

MOGO’s esports business began in 2016 when SII introduced esports to the Association of Indian Universities (“AIU”), an academic and sports body that represents 854 major universities. AIU sanctioned esports as a championship event in a unique and exclusive 10-year renewable agreement with SII. SII has assigned most of its esports rights under these and other agreements involving esports to MOGO under a series of contracts between the two companies. SII licensed to MOGO exclusive rights to develop, organize, promote and monetize mobile esports events in collaboration with AIU and with a second major university sports association, Elite University Sports Alliance of India Pvt. Ltd. (“EUSAI”), a for-profit subsidiary of SII. EUSAI itself has direct contracts with over 100 leading Indian universities pursuant to which EUSAI is granted exclusive rights to organize and monetize a range of sports, including esports. Although any AIU or EUSAI members may choose to not participate in MOGO’s esports business, the combination of AIU and EUSAI’s member universities potentially gives MOGO access to students attending these 854 Indian universities.

The first SII esports championship was held at Lovely Professional University (LPU) in 2017, the second at Maharshi Dayanand University in 2018 and the third at SRM Institute of Science and Technology in 2019.  The 2020 championships were cancelled during the Covid-19 lockdowns. MOGO sponsored the 2021-2022 championships at LPU in April 2022 and again in 2023. During the period of May through December 2021, MOGO, with the help of SII and SII’s subsidiaries pursuant to their mutual contracts, organized and commercialized a total of 27 virtual esports tournaments in India. These events included inter- and intra-university competitions that reached an aggregate audience of over 450,000 viewers (most of whom were added in the last quarter of calendar year 2021, reflecting recent momentum in interest in university esports), according to SII’s YouTube channel analytics. The events in the 2023-2024 academic year are scheduled to begin in September, including the 4-sport Conference Championships in basketball, volleyball, kabaddi, and esports. MOGO is producing the esports championship.

Management expects commercialization of these events will be similar to events in more developed esports markets, such as South Korea, China and the U.S. Revenue is expected to come from sponsorships, advertising, subscriptions, tickets to future events, branded merchandise and fees. In addition, monetization of the data collected through MOGO’s game platform is expected to provide additional revenues. In the past events, the viewers’ data was collected by third-party streaming services, such as YouTube and Facebook. Once the players and viewers are routed through MOGO’s proprietary game and social media platform, MOGO anticipates collecting the data (names, phone numbers, email addresses, university affiliation, etc.), processing the data, combining the data with other commercially-available data sets, including geo-tracking data, and offering the data to the markets following strict government and university privacy guidelines, particularly since a subset of our users will likely be underage first-year university students. Management believes that the value of the data may become one of the dominant revenue elements in MOGO’s business model.

During May 2023, the Company entered into an agreement to acquire the technology, assets and rights to a former online application focused on “Social Media Peer-to-Peer Challenges” (“Social App”). The Social App would focus on peer-to-peer social challenges, where active users could create challenges between themselves over any future event or action and could set their own non-monetary awards for such challenges. The Social App is also expected to permit participants to create challenges to groups of active users for charitable endeavors, as well as non-charitable promotions, and activities. As of June 30, 2023, the Company had paid $200,000 toward the purchase of the Social App and agreed to issue 400,000 shares of the Company’s common stock. In addition, the Company is committed to pay an additional amount totaling $200,000 upon the achievement of certain technological milestones related to the development of the Social App.

MOGO complies with General Data Protection Regulation (GDPR) protocols as all individual data is fully anonymized. MOGO expects to be creating extremely valuable datasets that also respect individual consent and align with future privacy standards.

Since our inception, we have incurred operating losses. Our net loss was approximately $177,000$891,000 and $1,704,000 for the three and six months ended June 30, 20222023, and $262,000$86,000 and $177,000 for the period from March 11, 2021 (Inception) through December 31, 2021.three and six months ended June 30, 2022. As of June 30, 2022,2023, we had an accumulated deficit of approximately $440,000.$3,251,000. We expect to incur significant expenses and operating losses for the foreseeable future as we continue to implement and execute our business plan and expand our business. We raised approximately $5,875,000$9,887,000 of net proceeds from our initial public offering (“IPO”) and private equity placement in July and September 2022 but we believe we will likely require additional capital beyond this offering if our business is to be successful.

Recent Events

Issuance of Common Stock in IPO

During July 2022, we issued 1,725,000 shares of common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). We received net proceeds after commissions, fees and expenses of approximately $5,875,000,$5,465,000.

Issuance of Common Stock and Warrants in PIPE

During September 2022, we issued 1,886,793 units, each consisting of one share of common stock and one warrant for a total of 1,886,793 shares of common stock and 1,886,793 warrants to acquire our common stock in the future for total gross proceeds of $5,000,001 through a private equity placement agreement (“PIPE”). In conjunction with $500,000this issuance of these funds currently heldcommon stock, 1,886,793 warrants (“PIPE Warrants”) to purchase common stock were issued to the investors having an exercise price of $2.90 per share and 339,623 warrants (“Placement Agent Warrants”) were issued to the placement agent as a part of their fee, having an exercise price of $2.915 per share. The Company received net proceeds, after commissions, fees and expenses of approximately $4,422,000.

Collaboration in Central and South America with Infinity and a Championship Event

In July 2023 we co-produced an escrow accountesports/gaming event in San Jose, Costa Rica, created by Infinity. The host company operates in 11 Central and South American countries and operates two gaming houses. Infinity has also created the first gaming and training enter for our benefit.an esports club in Latin America. With 50 professional gamers under contract and a successful record of winning major events, Infinity is also in the position to provide commercial, production, marketing and management expertise to MOGO.

This agreement with Infinity expands MOGO’s geographic footprint in a rapidly-expanding region and provides a new source of esports revenue.

MOGO’s first major event, scheduled for September 2023, is the 4-sport conference championship at Lovely Professional University (LPU). We will produce the esports segment. The initial rounds will be virtual events, and the top 16 university will play in front of a live audience.

Components of Statements of Operations

Revenue and Cost of Revenue

We have not generated any revenue or cost of revenue to date.

Research and Development Expenses

Research and development expenses consist of We expect to generate revenue during the fair value of warrants issued to consultants that have provided certain advice to the Company on developing, establishing, operating, commercializing, marketing, promoting, and expanding the Company’s esports business. We expense research and development costs as incurred.quarter ending September 30, 2023.

General and Administrative Expenses

General and administrative expenses consist principally of event marketingpersonnel costs, public filing fees, travel expenses, operating expenses for the office in Mumbai, platform, data and development fees,technology expenses, and other professional fees for consulting, legal, auditing and tax services.

Critical Accounting Estimates

We discussed our accounting policies and significant assumptions used in our estimates in Note 2 of our audited financial statements included in our 2022 Form S-1 Registration Statement, as amended (“10K, and that disclosure should be read in conjunction with the Quarterly Report on Form S-1”).10-Q. There have been no material changes during the three and six months ended June 30, 20222023 to our critical accounting policies, significant judgments and estimates disclosed in our Form S-1.10K.

Results of Operations

Three and Six Months Ended June 30, 20222023 compared with the period from March 11, 2021 (Inception) to March 31, 2021Three and toSix Months Ended June 30, 2021, respectively2022

The following table summarizes the results of our operations for each of the three and sixmonthsix month periods ended June 30, 20222023 and the period from March 11, 2021 (Inception) to March 31, 2021 and to June 30, 2021,2022. together with the changes in those items in dollars and as a percentage:  

Research and Development Expenses

Research and development expenses were $46,480 and $92,960 for the three and six months ended June 30, 2022 compared with $0 for the three months ended June 30, 2021 and the period from March 11, 2021 (Inception) to June 30, 2021. The increase is due to the issuance of warrants to consultants that provide certain services to the Company.

General and Administrative Expenses

General and administrative expenses were $39,303$915,962 for the three months ended June 30, 2022,2023, compared with $150$85,783 for the three months ended June 30, 2021.2022. The increase of $39,153in general and administrative expenses was primarily duedriven by an increase of approximately $212,000 in professional and consulting fees, $359,000 in compensation to the increaseU.S. personnel, $50,000 in event marketingaccounting and developmentlegal fees, $52,000 in insurance, $49,000 in travel, and other professional fees for legal, auditing and tax services. $76,000 in expenses incurred by MOGO Pvt Ltd.

General and administrative expenses were $84,305$1,732,102 for the six months ended June 30, 2022,2023, compared with $150$177,265 for the period from March 11, 2021 (Inception) tosix months ended June 30, 2021.2022. The increase of $84,155in general and administrative expenses was primarily duedriven by an increase of approximately $455,000 in professional and consulting fees, $487,000 in compensation to the increaseU.S. personnel, $228,000 in event marketingaccounting and developmentlegal fees, $99,000 in insurance, $74,000 in travel and other professional fees for legal, auditing and tax services.$158,000 in expenses incurred by MOGO Pvt Ltd.

Liquidity and Capital Resources

As of June 30, 20222023 and December 31, 2021,2022, we had cash and restricted cash equivalents of $68,735$6,084,693 and $238,202,$7,559,674, respectively.

We have financed our operations through the issuance of common stock.stock and common stock with warrants. In July 2022, we issued 1,725,000 shares of common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). We received net proceeds after commissions, fees and expenses of approximately $5,875,000,$5,465,000. In September 2022, we issued 1,886,793 shares of common stock along with $500,0001,886,793 warrants, for total gross proceeds of these funds currently held in an escrow account for our benefit.$5,000,001 through a private equity placement (“PIPE”). We received net proceeds after commissions, fees and expenses of approximately $4,422,000.

Funding Requirements

We believe the net proceeds of the IPO and the PIPE will be sufficient to meet our cash, operational and liquidity requirements for approximately two years.at least 12 months after the date of this quarterly report.

We cannot specify with certainty all of the particular uses for the net proceeds to us from the IPO.IPO and the PIPE. Accordingly, our management will have broad discretion in the application of these proceeds.

We intend to use the net proceeds from the IPO and the PIPE for operating expenses, marketing, event expenses, streaming, retention of additional staff in the United States and India, working capital and general corporate purposes, including perhaps acquisitions of game licenses, technology platform agreements, data development and strategic partnerships. Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this IPO.the IPO and the PIPE. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations and the amount of competition we face and other operational factors. We may find it necessary or advisable to use portions of the proceeds from the IPO and the PIPE for other purposes.

Because of the numerous risks and uncertainties associated with establishing a new business in India, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on many factors, including:

See “Risk Factors” for additional risks associated with our substantial capital requirements.

Cash Flows

The following table summarizes our sources and uses of cash and cash equivalents:

restricted cash:

Operating Activities

Net cash used in operating activities increased $115,969by approximately $836,000 for the six months ended June 30, 2023 compared with the six months ended June 30, 2022. The increase was primarily due to an increase in both research and development expenses and general and administrative expenses duringof approximately $1,554,000 offset by changes in prepaid expenses and other current assets of $535,000, accounts payable of $118,000 and the fair value of warrants of $46,000.

Investing Activities

Net cash used in investing activities increased by approximately $429,000 for the six months ended June 30, 20222023 compared with the period from March 11, 2021 (Inception) tosix months ended June 30, 2021.2022. The increase was due to advance payments to suppliers for software and payments for property and equipment.

Financing activities

Net cash used byin financing activities was $53,348 duringincreased by approximately $39,000 for the six months ended June 30, 20222023 compared with $115,705 provided by financing activities during the period from March 11, 2021 (Inception) to June 30, 2021. During the period from March 11, 2021 (Inception) to June 30, 2021, we received $6,100 of proceeds from the sale of common stock and $109,605 of advanced payments for the future issuance of common stock. Subsequent to June 30, 2021, we issued 3,653,500 shares of common stock for $109,605 of advanced payments received. During the six months ended June 30, 2022, we incurred2022. The increase was from payments on the note payable of approximately $92,000 for the six months ended June 30, 2023 combined with a decrease of payments of deferred financingoffering costs associated with the IPO of $53,348.approximately $53,000.

JOBS Act

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

Subject to certain conditions, as an emerging growth company, we rely on certain of these exemptions, including without limitation:

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (ii) the last day of 2027; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Smaller Reporting Company

As a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in addition to providing reduced disclosure about our executive compensation arrangements and business developments, among other reduced disclosure requirements available to smaller reporting companies, we present only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.