MyGo Games Holding (MYGG) 10-Q 2015 Q2 Quarterly report

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended February 28, 2015

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-55080

MyGO Games Holding Co.

(formerly OBJ Enterprises, Inc.)

 (Exact name of registrant as specified in its charter)

Florida	27-1070374
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)
12708 Riata Vista Circle, Suite B-140 Austin, TX 78727	78727
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (832) 900-9366

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

 Yes  þ No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

                                  Yes  o No þ

There were 64,236,407 shares of the Registrant’s common stock, $0.0001 par value, issued and outstanding as of April 20, 2015.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Consolidated Financial Statements(Unaudited)	4
Balance Sheet	4
Statement of Operations	5
Statement of Cash Flows	6
Notes to the Unaudited Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	26
PART II — OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28

PART I — FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve known and unknown risks, uncertainties and assumptions that are difficult to predict which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information. These factors include risks such as:

·   risks related to our ability to continue as a going concern;

·   risks related to our limited operating history and face significant risks and challenges in fully implementing our business plan;

·   risks relate to our limited capital and need to raise additional funds;

·   risks related to our ability to successfully generate revenues and achieve profitability;

·   risks related to our ability to hire qualified programmers and other professionals to expand our business;

·   risks related to intense competition in our industry;

·   risks related to our ability to manage our growth;

·   risks related to our ability to maintain state of the art software;

·   risks related to our ability to effectively scale and adapt our technology;

·   risks related to capacity strength and infrastructure failures and security breaches;

·   risks related to our board of directors and independent oversight of management;

·   risks related to our acquisition activities;

·   risks related to our intellectual property rights; and

·   risks related to our common stock.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements, please see “Item 1A. Risk Factors” below in this Annual Report on Form 10-K. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.

OTHER PERTINENT INFORMATION

When used in this report, the terms, “MGGH,” “we,” the “Company,” “our,” and “us” refers to MyGO Games Holding Co., a Florida corporation.

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ITEM 1. FINANCIAL STATEMENTS

MYGO GAMES HOLDING CO.

CONSOLIDATED BALANCE SHEET

	February 28,			August 31,
	2015			2014
Assets	(Unaudited)
Current assets:
Cash	$	387		$	491,256
Other current receivable		1,176			10,357
Total current assets		1,563			501,613
Other assets:
Prepaid expenses		39,433			30,829
Deposits		13,886			13,886
Total other assets		53,319			44,715
Property and equipment
Office furniture and fixtures		12,388			12,388
Accumulated depreciation		(1,524	)		(180	)
Total property and equipment		10,864			12,208
Intangible assets		2,187,251			2,187,251
Accumulated amortization		(508,336	)		(143,792	)
Total intangible assets		1,678,915			2,043,459
TOTAL ASSETS	$	1,744,661		$	2,601,995
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	623,468		$	582,761
Advances payable		458,185			633,160
Current portion of convertible notes payable, net of discount of $448,173 and $58,695, respectively		503,019			731,220
Total current liabilities		1,584,672			1,947,141
Convertible notes payable, net of discount of $0 and $149,386, respectively		851,450			840,479
Total liabilities		2,436,122			2,787,620
Stockholders’ deficit:
Common stock; $0.0001 par value; 250,000,000 shares authorized; 49,236,407 and 35,436,407 shares issued and outstanding at February 28, 2015 and August 31, 2014, respectively		4,924			3,543
Additional paid in capital		9,322,679			5,220,994
Accumulated deficit		(10,019,064	)		(5,410,162	)
Total stockholders’ deficit		(691,461	)		(185,625	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,744,661		$	2,601,995

The accompany notes are an integral part of these unaudited consolidated financial statements.

4

MYGO GAMES HOLDING CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

 (Unaudited)

	Six months ended February 28,						Three months ended February 28,
	2015			2014			2015			2014
REVENUE
Software Sales	$	9,878		$	525		$	6,061		$	—
GROSS PROFIT		9,878			525			6,061			—
OPERATING EXPENSES
Game design expense		225,819			—			135,762			—
General and administrative expenses		650,513			272,578			281,793			136,910
Compensation (stock based compensation $3,065,783 and $0 respectively)		3,497,414			—			638,739			—
Loss on acquisition of 20% of Novalon		—			25,000			—			—
LOSS FROM OPERATIONS		(4,363,868	)		(297,053	)		(1,050,233	)		(136,910	)
OTHER INCOME (EXPENSE)
Interest income		8			—			—			—
Other income		9			—			9			—
Interest expense		(237,770	)		(238,927	)		(104,889	)		(180,452	)
Loss on debt settlement		(7,282	)		—			(7,282	)		—
NET LOSS	$	(4,608,903	)	$	(535,980	)	$	(1,162,395	)	$	(317,362	)
NET LOSS PER COMMON SHARE  –  Basic and fully diluted	$	(0.11	)	$	(0.03	)	$	(0.02	)	$	(0.02	)
COMMON SHARES OUTSTANDING Weighted Average Basic and fully diluted		40,617,726			18,043,981			47,647,396			18,043,981

The accompany notes are an integral part of these unaudited consolidated financial statements.

5

MYGO GAMES HOLDING CO.

CONSOLIDATED STATEMENT OF CASH FLOWS

 (Unaudited)

	Six months ended February 28,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(4,608,903	)	$	(535,980	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		—			—
Loss on acquisition of 20% of Novalon		—			25,000
Loss on settlement of debt		7,282
Amortization of discount on convertible notes payable		114,908			216,182
Depreciation and amortization		365,889			—
Stock based compensation		3,065,783			—
Changes in operating assets and liabilities:
Other current receivable		9,181			(277	)
Prepaid expenses		(8,604	)		—
Accounts payable and accrued liabilities		40,708			79,418
Accrued interest payable		122,862			22,745
NET CASH USED IN OPERATING ACTIVITIES		(890,894	)		(192,912	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to acquire 20% of Novalon		—			(25,000	)
NET CASH USED IN INVESTING ACTIVITIES		—			(25,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		400,025			158,490
NET CASH PROVIDED BY FINANCING ACTIVITIES		400,025			158,490
NET DECREASE IN CASH		(490,869	)		(59,422	)
CASH, at the beginning of the period		491,256			75,190
CASH, at the end of the period	$	387		$	15,768
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transaction:
Refinance of advances into convertible notes payable	$	475,000		$	158,490
Amount of convertible notes converted into common stock	$	675,000		$	317,780

The accompany notes are an integral part of these unaudited consolidated financial statements.

6

MYGO GAMES HOLDING CO.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. General Organization and Business

OBJ Enterprises, Inc. (the “Company”), a Florida corporation, was formed as Obscene Jeans Corp. to design, develop, wholesale, market, distribute and sell a woman’s line of apparel using the name “Obscene Brand Jeans.” On July 27, 2012, the Company changed its name to OBJ Enterprises, Inc. On June 27, 2014 the Company changed their name to MyGO Games Holding Co.

On May 21, 2014, the Company entered into a Joint Venture Agreement (“Agreement”) with Great Outdoors, LLC (“GO”). Pursuant to the Agreement, the Company and GO created My Go Games LLC (“MGG”) to operate the joint venture. The purpose of the joint venture is to expand upon the Company’s and GO’s existing games – “GO Hunting: Shooting Sports” and “GO Hunting: Archery Edition” - and develop and commercialize new games. MGG was owned by GO (80%) and the Company (20%). The Agreement calls for the Company and GO to enter into a Member Control Agreement which permits the appointment of three governors, two to be appointed by GO and one to be appointed by the Company.

The Agreement grants the Company the right to acquire GO and MGG or their assets in exchange for an amount of shares of common stock equal to 80% of the post-issuance number of shares of the Company’s common stock.

On June 19, 2014 the Company completed the acquisition of MGG.  The original terms included the issuance of approximately 50 M shares of the Company’s stock to GO for the remaining 80% of the MGG.  These terms were amended and a settlement between the Company, GO and Daniel Hammett was reached that included GO giving back the 50 M common shares and new 7.5 M shares were issued at a price of $0.146 per share.  The Company also assumed GO debt of $1 M.   See Note 5 - Acquisition

Note 2. Going Concern

For the quarter ended February 28, 2015, the Company had a net loss of $4,608,903 and negative cash flow from operating activities of $890,894. As of February 28, 2015, the Company has negative working capital of $1,583,109.  The Company has emerged from the development stage, but is still ramping up production and sales.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.  See management plans below.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to fully implement the Company’s business plan.  Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations.  There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable.  The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company which will be used to finance the Company’s future growth.  However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability.  The Company’s long term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

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Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended August 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six months ended February 28, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending August 31, 2015.

Basis of Consolidation

The consolidated financial statements for the quarter ended February 28, 2015 include the operations of the Company and its wholly-owned subsidiary, My Go Games LLC.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

Research and development expenses - Expenditures for research and development of products are expensed as incurred.  There has been $225,819 of development costs, included in game design expense in the statement of operations incurred for the period ended February 28, 2015.

Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

Property and Equipment

Property and equipment is located at the Company's headquarters in Austin, TX and is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, beginning in the month after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment:

Description	Useful Lives
Computer hardware	5 years
Computer software	3 years
Furniture and Office Equipment	5 years

8

Intangible assets -Below is a table identifying the intangible assets subject to amortization.  At August 31, 2014, management determined that the remaining net book value of its Intellectual property related to the My Go Games LLC acquisitions should be valued as follows:

Original values of Intangible assets
Purchased intangible assets	$	2,187,251
Estimated future amortization (years)	3 years
Amortization to-date	$	508,336

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually.  The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows are less than the carrying amount of the asset.  The Company did not record any impairment charge for the periods ended February 28, 2015 and 2014.

Revenue recognition – We derive revenue from the sale of virtual goods to MyGO Gamers – individuals who play our online or mobile games - and from the sale of advertising within our online and mobile games to our brand-partners – companies who seek to have their products featured in online and mobile games.

Online and Mobile Games

Currently, we operate half of our games as live services that allow MyGO Gamers to initially download the game and play the game for free. Within these games, MyGO Gamers can purchase virtual currency to obtain virtual goods to enhance their game-playing experience. Primarily, MyGO Gamers pay for our virtual currency – GO Bucks – using payment methods such as credit cards or PayPal.  The other half of our games are available for download for approximately $1.00.  Revenue from payments for initial download is recognized as though the game is a durable good (discussed below).

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the MyGO Gamer; (3) the collection of our fees is reasonably assured; and (4) the amount of fees to be paid by the customer is fixed or determinable. For purposes of determining when the service has been provided to the MyGO Gamer, we have determined that an implied obligation exists to the paying MyGO Gamer to continue displaying the purchased virtual goods within the online game over their estimated life or until they are consumed. The proceeds from the sales of virtual goods are initially recorded in deferred revenue. We categorize our virtual goods as either consumable or durable. Consumable virtual goods, such as energy or ammo, represent goods that can be consumed by a specific MyGO Gamer action. Common characteristics of consumable goods may include virtual goods that are no longer displayed on the MyGO Gamer’s game board after a short period of time, do not provide the MyGO Gamer any continuing benefit following consumption or often times enable a MyGO Gamer to perform an in-game action immediately. For the sale of consumable virtual goods, we recognize revenue as the goods are consumed. Durable virtual goods, such as bows, rifles, or levels, represent virtual goods that are accessible to the MyGO Gamer over an extended period of time. We recognize revenue from the sale of durable virtual goods ratably over the estimated average playing period of paying MyGO Gamers for the applicable game, which represents our best estimate of the average life of our durable virtual goods. If we do not have the ability to differentiate revenue attributable to durable virtual goods from consumable virtual goods for a specific game, we recognize revenue from the sale of durable and consumable virtual goods for that game ratably over the estimated average period that paying MyGO Gamers typically play our games (as further discussed below), which are estimated to range from three to 24 months. Future paying MyGO Gamer usage patterns and behavior may differ from the historical usage patterns and therefore the estimated average playing periods may change in the future.

Currently, we have limited data to determine the consumption dates for our consumable virtual goods or to differentiate revenue attributable to durable virtual goods from consumable virtual goods. As we continue to improve our data capture capabilities, we will secure the necessary data for substantially all of our games, thus allowing us to recognize revenue related to consumable goods upon consumption. We expect that in future periods there will be changes in the mix of durable and consumable virtual goods sold, reduced virtual good sales in existing games, changes in estimates in average paying MyGO Gamer life and/or changes in our ability to make such estimates. When such changes occur, and in particular if more of our revenue in any period is derived from goods for which revenue is recognized over the estimated average playing period, or that period increases on average, the amount of revenue that we recognize in a future period may be reduced, perhaps significantly.

9

On a quarterly basis, we determine the estimated average playing period for paying MyGO Gamers by game beginning at the time of a MyGO Gamers’ first purchase in that game and ending on a date when that paying MyGO Gamer is no longer playing the game. To determine when paying MyGO Gamers are no longer playing a given game, we analyze monthly cohorts of paying MyGO Gamers for that game who made their first in-game payment between one and 12 months prior to the beginning of each quarter and determine whether each MyGO Gamer within the cohort is an active or inactive MyGO Gamer as of the date of our analysis. To determine which MyGO Gamers are inactive, we analyze the dates that each paying MyGO Gamer last logged into that game. We determine a paying MyGO Gamer to be inactive once they have reached a period of inactivity for which it is probable (defined as at least 80%) that a MyGO Gamer will not return to a specific game. For the payers deemed inactive as of our analysis date we analyze the dates they last logged into that game to determine the rate at which inactive MyGO Gamers stopped playing. Based on these dates we then project a date at which all paying MyGO Gamers for each monthly cohort are expected to cease playing our games. We then average the time periods from first purchase date and the date the last MyGO Gamer is expected to cease playing the game for each of the monthly cohorts to determine the total playing period for that game. To determine the estimated average playing period we then divide this total playing period by two. The use of this “average” approach assumes that paying MyGO Gamers become inactive at a relatively consistent rate for each of our games. If future data indicates paying MyGO Gamers do not become inactive at a relatively consistent rate, we will modify our calculations accordingly. If a new game is launched and only a limited period of paying MyGO Gamer data is available for our analysis, then we also consider other factors, such as the estimated average playing period for other recently launched games with similar characteristics, to determine the estimated average playing period.

Advertising Revenues and Costs – We have contractual relationships with our brand-partners for advertisements within our games. We recognize advertising revenue as advertisements are delivered to customers as long as evidence of the arrangement exists (executed contract), the price is fixed and determinable, and we have assessed collectability as reasonably assured. Certain branded virtual goods and sponsorships are deferred and recognized over the estimated average life of the branded virtual good or as the branded virtual good is consumed, similar to game revenue.  All arrangements directly between us and brand-partners are recognized gross equal to the price paid to us by the end advertiser since we are the primary obligor, and we determine the price.  The Company recognized no advertising revenue and $5,114 of advertising costs, included in general and administrative expense on the statement of operations, for the period ended February 28, 2015. The Company recognized no advertising revenue and no advertising costs for the period ended February 28, 2014.

Stock-Based Compensation - The Company follows the provisions of ASC 718, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Sholes pricing model for determining the fair value of stock based compensation. The Company accounts for the non-employee share based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees.

Income taxes -The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions.  When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has not yet filed any tax returns and believes that future tax positions taken will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

10

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Since the Company has not yet filed any tax returns, as of February 28, 2015, all prior tax years are still subject to audit.

Earnings (Loss) Per Share – Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At February 28, 2015, the Company had 99,689,302 potentially dilutive common shares compared to 0 in the same period of 2014.

Financial instruments – In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities.  The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2009 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2015 and 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

The following table presents assets that were measured and recognized at fair value as of February 28, 2015 and 2014 and the quarters then ended on a recurring and nonrecurring basis:

							Total
							Realized
Description	Level 1		Level 2		Level 3		Loss
	$	—	$	—	$	—	$	—
Totals	$	—	$	—	$	—	$	—

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Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02,Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:



Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and



Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

Note 4. Joint Ventures

On May 9, 2012 (revised on June 9, 2012), the Company engaged Street Source, LLC to act as an independent gaming developer for the Company through a joint venture agreement. The primary focus of this partnership is to develop online and social games leveraging emerging consumer gaming portals; such as smart phones and mobile devices.  On May 21, 2013, the joint venture formed Novalon Technologies, LLC (“Novalon”) to act as the operating entity for the joint venture. The Company owned 80% of Novalon and Street Source, LLC retained a 20% ownership stake.

On October 4, 2013, the Company purchased Street Source’s interest in Novalon and Street Source’s rights to 20% of the game and resulting profits from the Revised Joint Venture Agreement. As of the date of this report, Novalon’s brand name and intellectual property under Novalon Games are a wholly owned subsidiary of the Company. The Company paid a total of $25,000 to acquire this interest from Street Source, with $20,000 paid immediately and the remaining $5,000 paid upon the successful completion of the Creature Taverns game. This acquisition represented the acquisition of the remaining 20% of Novalon as the Company owned 80% under the Revised Joint Venture Agreement. This was an acquisition of a company controlled by the Company. No amounts were recognized on the balance sheet as a result of this acquisition as Novalon had no assets prior to the acquisition. In accordance with ASC 985-20-25-1, all costs incurred to establish technological feasibility of a computer software product to be sold are research and development costs. The costs to acquire Novalon were expensed as a loss on the acquisition of 20% of Novalon. As of August 31, 2014, the assets acquired in this transaction are not considered to be core to the current business strategy.

On May 21, 2013, the joint venture formed Novalon Technologies, LLC (“Novalon”) as the operating entity for the joint venture.

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On July 20, 2013, the Company entered into a joint venture agreement (the “Agreement”) with Bluff Wars, Inc. (“BWI”) to develop the Android version of its existing game Bluff Wars. The purpose of the Agreement is to fund the development and launch of Bluff Wars within the Android marketplace. The Company funded the development of Bluff Wars (Android version) for $30,000 during the year ended August 31, 2014. This represented the Company’s full commitment under the Agreement. The Company also has the option to work further with developer Fangtooth Studios and BWI to market, design and distribute existing and planned games for online, social and mobile applications. The Company has also agreed to market the game and place it in the Google Play® platform. The Android version of the game was launched in September 2013. We began to generate revenue from the sale of the game at that time.

Note 5.  Acquisitions

Acquisition of My Go Games, LLC

On June 19, 2014, the Company entered into a share exchange agreement (the “Share Exchange Agreement”)with Great Outdoors, LLC, a Delaware limited liability company (“GO”) and My GO Games, LLC, a Minnesota limited liability company (“MGG”), subsequently changed for a post-closing adjustment, pursuant to which the Company originally issued 50,323,526 shares of its common stock, adjusted down to 7,500,000 shares (see further discussion below), (the “Exchange Shares”) for all of the issued and outstanding membership interests of MGG held by GO (the “Share Exchange”). Prior to the Share Exchange MGG was owned 20% by the Company and 80% by GO.

GO is owned 100% by Daniel Hammett a former director of the Company and following the closing of the Share Exchange became the Company’s Chief Executive Officer.  He was subsequently removed on September 10, 2014.

Following the closing of the Share Exchange on June 19, 2014, MGG became a wholly-owned subsidiary of the Company.  The Share Exchange requires the Company to amend its articles of incorporation to (i) increase the total number of shares of common stock that the Company has authority to issue to 250,000,000 shares of common stock, par value $0.0001 (the “Authorized Share Increase”); (ii) change the name of the Company from “OBJ Enterprises, Inc.” to “MyGO Games Holding Co.” (the “NameChange”); and (iii) stagger positions on the Company’s Board of Directors into three classes, with the term of office of two director positions to expire at the annual meeting of shareholders next ensuing; another two director positions to expire one year after the annual meeting next ensuing; and another three director positions to expire two years after the annual meeting next ensuing (the “Staggered BoardApproval”).

On October 31, 2014 the Company entered into an agreement with Mr. Hammett and Great Outdoors, LLC (“Great Outdoors”).   The Company and Mr. Hammett agreed to the following revised acquisition terms:

The parties agreed to a post-closing adjustment to the share exchange agreement between the Parties dated June 19, 2014, (i) to adjust the purchase price from 50,323,526 shares of the Registrant to 7,500,000 shares of the Company, (ii) to amend the transfer of liabilities to include claims by Umur Ozal in the amount of $500,000 in principal, Shahid Ramzan in the amount of $100,000 in principal, and certain other Great Outdoors note holders who were sent note exchange agreements on June 20, 2014, totaling $400,000 in principal, and (iii) to amend the transfer of liabilities to include certain legal expenses incurred by Great Outdoors.  In addition Mr. Hammett resigned from the board of directors and employment with the Company and MYGO Subsidiary.

The Company accounted for the acquisition utilizing the acquisition method of accounting in accordance with ASC 805 "Business Combinations".

The revised purchase price, not including acquisition costs paid by the Company that were expensed and totaled $122,459:

Original investment	$	477,354
Stock issued		1,095,000
Convertible debt		1,000,000
Purchase price	$	2,572,354

Assets Acquired:

Cash and receivables  net of payables of $47,669	$	385,103
Software and service contracts		2,187,251
Purchase price	$	2,572,354

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Note 6.  Intangible Assets 

Intangible assets consist of the following:

	August 31,
	2014		2013
Software and service contracts	$	2,187,251	$	-
Total intangible assets	$	2,187,251	$	-

The above assets were placed in service as of June 19, 2014; as of February 28, 2015 accumulated amortization of $508,336 and amortization expense for the six months ended February 28, 2015 was $364,545.  The Company will amortize the assets over a useful life of three years.  The Company determined that the future cash flows to be provided from these assets exceed the carrying amount as of February 28, 2015 and therefore determined that no impairment charge was necessary.

Note 7. Accounts Payable

A former service provider has notified the Company of a lawsuit filed over unpaid monies for services rendered.  The Company was formally served on December 31, 2014.  The Company disagrees with the amounts owed, but has $196,278 accrued on the books until this matter is resolved.

Note 8. Advances from Third Parties

During the six months ended February 28, 2015 and 2014, the Company received net, non-interest bearing advances from certain third parties totaling $400,025 and $158,490, respectively.  These advances on the balance sheet totaled $458,185 and $633,160 for the period ended February 28, 2015 and August 31 2014 respectively.  The Company also assumed a liability in the form of advance in the amount of $100,000 during the settlement with Great Outdoors. This advance was settled on January 19, 2015 for 2,300,000 shares of common stock. No amounts were due under these advances as of February 28, 2015. These advances are not collateralized and are due on demand.

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Note 9. Convertible Notes

Convertible notes payable consist of the following as of February 28, 2015 and August 31, 2014:

	February 28, 2015			August 31, 2014
Convertible note payable, dated January 31, 2013, bearing interest at 10% per annum, matures on January 31, 2015 and convertible into shares of common stock at $0.10		243			243
Convertible note payable, dated February 28, 2014, bearing interest at 10% per annum, matures on February 29, 2016 and convertible into shares of common stock at $0.05		158,490			158,490
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05		25,000			25,000
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05		25,000			25,000
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05		91,500			91,500
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		8,500			8,500
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		25,000			25,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		200,000			200,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		25,000			25,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		75,000			75,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		100,000			100,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		50,000			50,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		100,000			100,000
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		25,000			25,000
Convertible note payable, dated February 28, 2014, bearing interest at 15% per annum, matures on May 31, 2016 and convertible into shares of common stock at $0.05		—			500,000
Convertible note payable, dated July 30, 2014, bearing interest at 15% per annum, matures on January 30, 2016 and convertible into shares of common stock at $0.05		250,000			—
Convertible note payable, dated July 25, 2014, bearing interest at 15% per annum, matures on January 25, 2016 and convertible into shares of common stock at $0.05		200,000			—
Convertible note payable, dated August 30, 2014, bearing interest at 15% per annum, matures on February 29, 2016 and convertible into shares of common stock at $0.05		25,000			—
Accrued interest payable		118,909			71,047
Total convertible notes payable and accrued interest		1,802,642			1,779,780
Less: current portion of convertible notes payable and accrued interest net of current discount		(503,019	)		(731,220	)
Less: total remaining discount on convertible notes payable		(448,173	)		(208,081	)
Noncurrent convertible notes payable, net of discount and purchase	$	851,450		$	840,479

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On October 31, 2014 the Company assumed convertible debts of GO due to various investors in the amount of $308,500.  The Convertible Promissory Note bears interest at 7% per annum and is payable along with accrued interest on May 31, 2016. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.05 per share. (See Note 5)

On October 31, 2014 the Company assumed convertible debts of GO due to various investors in the amount of $91,500.  The Convertible Promissory Note bears interest at 7% per annum and is payable along with accrued interest on May 31, 2015. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.05 per share. (See Note 5)

On October 31, 2014 the Company assumed convertible debts of GO due to Ozal in the amount of $500,000.  The Convertible Promissory Note bears interest at 10% per annum if paid back in cash and 15% if converted to stock. This note is payable along with accrued interest on May 31, 2016. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.05 per share. On November 5, 2014 this convertible note and $75,000 of interest was converted into 11,500,000 common shares of the Company. (See Note 5)

During the quarter ended November 30, 2014, the Company completed the conversion of three advances made to the Company totaling $475,000 into convertible notes.  These notes bear an interest rate of 10% per annum if paid in cash and 15% per annum if paid in common stock of the company.  These Convertible Promissory Notes mature 18 months after issuance and are convertible into common stock at the option of the holder at the rate of $0.05 per share.  The Company recognized a beneficial conversion feature on these notes as described below. (See Note 5)

The Company evaluated the terms of these notes in accordance with ASC 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $170,413 on January 31, 2013, $172,450 on May 31, 2013, $323,895 on August 31, 2013, 158,490 on February 28, 2014, 96,600 on April 30, 2014, $80,000 on July 29, 2014, $250,000 on July 30, 2014, and $25,000 on August 29, 2014. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Note Payable. The discount to the Convertible Note Payable is being amortized to interest expense over the life of the note.

During the quarter ended November 30, 2014, Mr. Ozal elected to convert principal and accrued interest in the amounts shown below into shares of common stock at a rate of $0.05 per share. This note originally matured on May 31, 2015. There were no unamortized discounts on the principal converted below.  No gain or loss was recognized on the conversions as they occurred within the terms of the agreement.

Date	Amount Converted		Number of Shares Issued
November 5, 2014	$	575,000		11,500,000
Total	$	575,000		11,500,000

Note 10. Common Stock

During the six months ended February 28, 2015, the Company issued 11,500,000 shares of common stock for conversion of Convertible Notes Payable in the amount of $575,000. See Note 9.  On September 15, 2014 the Company issued 25,000,000 in restricted stock to employees and advisory board members.  This stock vests annually over 2 years. On February 10, 2015 the Company had an employee terminate their relationship with the Company 2,000,000 shares of the restricted stock were forfeited due to lack of vesting.  The Company settled a cash advance debt in the amount of $100,000 on January 19, 2015 for 2,300,000 shares of common stock.

During the six months ended February 28, 2015, the Company has issued shares of common stock as a result of the conversion of Convertible Note Payable as detailed in the following table:

Date	Amount Converted		Common Shares Issued
November 5, 2014		575,000		11,500,000
Total	$	575,000		11,500,000

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Note 11. Share - Based Payments –  Share Options

During the quarters ended February 28, 2015 and 2014, the Company expensed an additional $466,117 and $nil, respectively, of share-based payments. The total share-based payments for the six months ended February 28, 2015 and 2014 were $3,065,783 and $nil.  The Company is using the accelerated method of recognizing stock based compensation expense.

On December 23, 2014 the Company acquired equipment, licenses and software, from Fangtooth Inc., for consideration of 800,000 stock options exercisable at $0.05 and expire on December 23, 2016.  These options were valued at $11,639 using the Black-Scholes model.  The vesting period was immediate and has a life of 2 years.  The model assumed 200% volatility and 2.82% risk free rate.  Market price of the stock on the grant date was $0.02.

On January 19, 2015 the Company modified stock options granted to a debt holder from 2,500,000 to 3,000,000.  The exercise price remained at $0.05, but the expiration date became December 31, 2017 instead of December 31, 2024.  This transaction was reached as part of the Ramzan settlement of the $100,000 debt included in advances payable on the balance sheet as of August 31, 2014. This Advance was converted on January 19, 2015 into 2,300,000 of common stock along with the modified option grant above. The company recognized a loss of $7,282 on this settlement.

During the quarter ended February 28, 2015 no stock options were exercised.  During the period ended February 28, 2014, no stock options were outstanding.

A summary of the status of the options issued below as at February 28, 2015 and 2014, and changes during the periods ended on those dates is presented below. These options were not issued under a stock option plan.

	Options		Weighted Average Exercise Price $
Balance outstanding August 31, 2013		-		-
Options granted		30,160,000		0.05
Balance outstanding August 31, 2014		30,160,000		0.05
Options granted		33,275,000		0.05
Balance outstanding February 28, 2015		63,435,000		0.05

The market price of the Company’s common stock was $0.0421 as of February 28, 2015; there is no intrinsic value of the above options.

During the period ended February 28, 2015, the Company issued stock options to directors, officers, employees and contractors of the Company outstanding as follows:

As of November 30, 2014
Grant Date	Options Issued		Exercise Price $		Vesting Terms	Expiration date
September 15, 2014		200,000		0.05	A	September 15, 2024
September 15, 2014		15,000,000		0.05	B	December 31, 2024
September 15, 2014		2,025,000		0.05	C	December 31, 2024
September 15, 2014		11,000,000		0.05	D	December 31, 2024
October 30, 2014		1,250,000		0.05	D	October 30, 2017
December 23, 2014		3,000,000		0.05	D	December 31, 2017
January 19, 2015		800,000		0.05	D	January 19, 2017
		33,275,000

A.  Options vest 1/3 on September 15, 2015, another 1/3 September 15, 2016 and the final 1/3 September 15, 2017.

B.  Options vest 67% immediately and 33% on December 31, 2015.

C.  Options vest 1/3 on December 31, 2014, another 1/3 December 31, 2015 and the final 1/3 December 31, 2016.

D.  Option vest 100% immediately.

The fair value of the options granted were measured based on the Black-Scholes Option Pricing Model.  The expected volatility is estimated by considering historic weighted average share price volatility.  The total fair value of all outstanding options is $4,080,418 of which $1,014,636 has not been recognized.

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The inputs used in the measurement of fair value at the grant date of the share-based payments were as follows:

Grant Date	Fair Value at Grant Date		Share Price at Grant Date		Exercise Price		Expected Volatility (weighted average)			Expected Life (weighted average)		Expected Dividends		Risk Free Interest Rate
May 27, 2014	$	0.049	$	0.0501	$	0.05		202	%		5		-		2.82	%
June 4, 2014	$	0.078	$	0.0788	$	0.05		202	%		5		-		2.82	%
June 15, 2014	$	0.155	$	0.1550	$	0.10		202	%		5		-		2.82	%
September 15, 2014	$	0.093	$	0.0950	$	0.05		198	%		5		-		2.82	%
October 30, 2014	$	0.046	$	0.0501	$	0.05		197	%		5		-		2.82	%
January 19, 2015	$	0.015	$	0.0200	$	0.05		200	%		2		-		2.82	%

The following table summarizes the weighted average exercise price and the weighted average remaining contractual life of the options outstanding and exercisable at February 28, 2015:

Outstanding									Exercisable
Exercise Price $		Options Outstanding		Expiry date	Weighted Average Remaining Life (years)		Weighted Average Exercise Price $		Options Exercisable		Weighted Average Exercise Price $
$	0.05		30,000,000	December 31, 2024		9.85	$	0.05		10,000,000		0.05
$	0.05		125,000	June 15, 2021		6.30	$	0.05		91,667		0.05
$	0.10		35,000	June 15, 2021		6.30	$	0.10		11,667		0.10
$	0.05		1,250,000	October 31, 2017		2.67	$	0.05		1,250,000		0.05
$	0.05		28,225,000	December 31,2024		9.85	$	0.05		23,500,000		0.05
$	0.05		3,000,000	December 31, 2017		2.84		0.05
$	0.05		800,000	December 23, 2017		1.89		0.05		800,000		0.05
			63,435,000							34,853,334		0.05

Note 12. Subsequent Events

Subsequent to the period ended February 28, 2015 the Company

On March 29, 2015, the Company determined it is in the best interest of the Company and its shareholders to satisfy $625,000 of original principal by executing a Forced Conversion of the subject Debentures.  The Converted Debt, consisting of $625,000 principal outstanding and $37,928 of interest outstanding, be satisfied by the exercise of the Corporations right to Forced Conversion and the resulting issuance of 13,258,575 shares of common stock of the Corporation.

On March 30, 2015, the Board accepted Paul Watson’s resignation from the Company’s President, Chief Marketing Officer and Director positions.  As per the terms of a settlement agreement with Paul Watson, dated March 29, 2015, authorizes the issuance of a common stock purchase option grant to Paul Watson. The grant shall be for the purchase of 7,500,000 shares at $0.05 per share for a term of one year from the date of grant. The Grant shall be fully vested upon the date of grant; the shares underlying the option grant are not be registered and are subject to standard restrictions.

On March 30, 2015, G. Jonathan Pina was appointed Chairman of the Board.

On April 13, 2015, the board decided it was in the best interest of the Company and its shareholders to dissolve the Advisory Board.  This resulted in the advisory board members not meeting the vesting requirements for the September 15, 2014 restricted stock issuance.  Therefore, 20,000,000 shares of unvested restricted stock will be cancelled.

On April 20, 2015, the Company signed closing documents to acquire assets from Trendabl Inc.  The transaction has an effective date of January 1, 2015.  This transaction would have the following estimated impacts on the current financial statements. The estimated costs to the company were $100,000 less revenue of roughly $30,000 over the effective date of January 1, 2015 to February 28, 2015 and the addition of the cost of goods sold estimated at $20,000 over the same period.  This would be a net decrease in cash of an additional $90,000 and a net decrease in operating loss of $10,000.  In addition to the above cash costs, the Company will issue 15,000,000 common shares at a price of $0.0238, closing price on December 31, 2014, for total stock consideration of $357,000.    The Company’s intangible asset will also increase by an estimated $447,000, with estimated amortization expense of $24,833 to be recognized. The Company also granted Trendabl Inc. 5,000,000 stock options that vest pro-rata each month from the date of closing to December 31, 2015.  The stock options are exercisable at $0.05 a share and are available for exercise for a term of three years after the vesting date.

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ITEM 2. 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 financial statements and related notes which appear elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements, please see “Cautionary Note Regarding Forward-Looking Statements” above.

Overview

MyGO Games Holding Co. (the “Company”)(“MGGH”), a Florida corporation, was formed on September 21, 2009 (Date of Inception) as Obscene Jeans Corp. to design, develop, wholesale, market, distribute and sell a woman’s line of apparel using the name “Obscene Brand Jeans.” On July 27, 2012, the Company changed its name to OBJ Enterprises, Inc. (“OBJE”) and on June 23, 2014 changed its name to MyGO Games Holding Co.

On October 4, 2013, the Company purchased Street Source’s interest in Novalon and Street Sources’s rights to 20% of the game and resulting profits from the Revised Joint Venture Agreement. As of the date of this report, Novalon’s brand name and intellectual property under Novalon Games are a wholly owned subsidiary of the Company. The Company paid a total of $25,000 to acquire this interest from Street Source, with $20,000 paid immediately and the remaining $5,000 paid upon the successful completion of the Creature Taverns game. This acquisition represented the acquisition of the remaining 20% of Novalon as the Company owned 80% under the Revised Joint Venture Agreement. This was an acquisition of a company controlled by the Company. No amounts were recognized on the balance sheet as a result of this acquisition as Novalon had no assets prior to the acquisition. In accordance with ASC 985-20-25-1, all costs incurred to establish technological feasibility of a computer software product to be sold are research and development costs. The costs to acquire Novalon were expensed as a loss on the acquisition of 20% of Novalon.

On March 11, 2014, our wholly-owned subsidiary, Novalon Technologies LLC (“Novalon”), entered into a Software and Development and License Agreement (the “Development Agreement”) with Corv Studios LLC. (“Corv”).

On March 5, 2014, Novalon entered into a Software License Agreement (the “License Agreement”) with Corv. Under the terms of the License Agreement, Novalon agreed to pay $10,000 for a non-exclusive license for the Pac-Ball application currently available on the Android platform (“Pac-Ball”) for a period of two years. In exchange, Novalon will have the right to sell the game and retain 50% of the revenue generated from those sales.

On May 21, 2014, we entered into a Joint Venture Agreement (“Agreement”) with Great Outdoors, LLC (“GO”). Pursuant to the Agreement, the Company and GO created My Go Games LLC (“MGG”) to operate the joint venture. The purpose of the joint venture was to expand upon the Company’s and GO’s existing games – “GO Hunting: Shooting Sports” and “GO Hunting: Archery Edition” - and develop and commercialize new games. MGG was owned by GO (80%) and the Company (20%). The Agreement called for the Company and GO to enter into a Member Control Agreement which permits the appointment of three governors, two to be appointed by GO and one to be appointed by the Company.

The Agreement granted the Company the right to acquire GO and MGG or their assets in exchange for an amount of shares of common stock equal to 80% of the post-issuance number of shares of the Company’s common stock.

On June 19, 2014, we entered into a share exchange agreement (the “Share Exchange Agreement”)with Great Outdoors, LLC, a Delaware limited liability company (“GO”) and My GO Games, LLC, a Minnesota limited liability company (“MGG”), pursuant to which the Company originally issued 50,323,526 shares of its common stock adjusted down to 7,500,000 shares see further discussion below (the “Exchange Shares”) for all of the issued and outstanding membership interests of MGG held by GO (the “Share Exchange”).  GO is owned 100% by Daniel Hammett a former director of the Company and the Company’s former Chief Executive Officer.

Following the closing of the Share Exchange on June 19, 2014, MGG became a wholly-owned subsidiary of the Company.  The Share Exchange required the Company to amend its articles of incorporation to (i) increase the total number of shares of common stock that the Company had authority to issue to 250,000,000 shares of common stock, par value $0.0001 (the “Authorized Share Increase”); (ii) change the name of the Company from “OBJ Enterprises, Inc.” to “MyGO Games Holding Co.” (the “NameChange”); and (iii) stagger positions on the Company’s Board of Directors into three classes, with the term of office of two director positions to expire at the annual meeting of shareholders next ensuing; another two director positions to expire one year after the annual meeting next ensuing; and another three director positions to expire two years after the annual meeting next ensuing (the “Staggered BoardApproval”).

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In connection with the Share Exchange, the Company, GO and MGG entered into amended option agreements (the “Option Amendments”) with each of Daniel Hammett, Daniel Miller, and Paul Watson and certain employees of MGG that amended option agreements that MGG previously had entered into with each such persons.  Pursuant to each Option Amendment, in consideration for each such person’s continued employment at MGG, such person, the Company and MGG agreed that options to purchase membership interests of MGG were replaced with options to purchase shares of the Company’s shares of common stock at $0.05 per share (the “Company Options”).  Under these Company Options such persons have the right to acquire up to 82,660,000 shares of common stock of the Company.  

On June 19, 2014, in connection with the Share Exchange, Paul Watson, the Company’s Chief Executive Officer and Secretary prior to consummation of the Share Exchange, resigned as Chief Executive Officer and Secretary of the Company.  Mr. Watson continued as the Company’s Chief Strategy Officer, President, Chief Financial Officer and Treasurer. In connection with the Share Exchange, on June 19, 2014, the Company’s Board of Directors appointed Daniel Hammett as Chief Executive Officer and Daniel Miller as Chief Operating Officer and Secretary.  

Additional information about the Share Exchange is available on the Company’s reports on Form 8-K, filed with the SEC on June 25, 2014 and November 5, 2014. 

On September 4, 2014, Mr. Daniel Hammett delivered his resignation as a director of the Company.

On September 10, 2014, the Registrant's board of directors removed Mr. Hammett as Chairperson and Chief Executive Officer of the Company.  Mr. Hammett's removal was in relation to the disagreement with the Company over alleged violations of the Company's Code of Business and Ethical Conduct. Mr. Hammett disputed that the board of directors has taken valid action to remove him from his offices.

On September 10, 2014, the Company's board of directors removed Mr. Daniel Miller as Chief Operating Officer and Secretary of the Company.  Mr. Miller's removal was in relation to the disagreement with the Company over alleged violations of the Company's Code of Business and Ethical Conduct. The alleged violations have been the subject of an ongoing internal investigation by independent counsel hired by the Company. Mr. Miller disputed that the board of directors has taken valid action to remove him from his offices.

On September 11, 2014 the Company filed suit against Mr. Hammett and Mr. Miller in the District Court of Travis County, Texas as a result of the internal investigation of the possible breaches of the Company's Code of Business and Ethical Conduct.

On October 30, 2014 the Company entered into a settlement agreement with Mr. Miller in relation to the disputes previously described.  The Company and Mr. Miller agreed to the following key points:

1)   Mr. Miller agreed to resign all employment with the Company in exchange for the Company agreeing to pay Mr. Miller severance in an amount equal to the payroll rate Mr. Miller was paid prior to his resignation ($12,500 per month minus FICA and standard payroll tax withholdings), which shall be payable in accordance with the Company’s normal pay cycle up through February 28, 2015; the Company will further ensure no lapse in health insurance coverage for Mr. Miller through February 28, 2015;

2)   Mr. Miller agreed to resign from the Board of Directors of the Company;

3)   Mr. Miller agreed to release and forfeit all of his current option grants in the Company (22,500,000 stock options exercisable at $0.05 per share) in exchange for the Company issuing to Mr. Miller 1,250,000 stock options with an exercise price of $0.05 per shares exercisable for three years after the date of grant, with such options being fully vested and immediately exercisable, subject to applicable waiting periods prescribed by federal and state securities laws;

All liabilities related to this settlement have been accrued as of August 31, 2014.

For additional information on the above settlements is available on the Form 8-K’s filed with the SEC on November 5, 2014.

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On October 31, 2014 the Company entered into a settlement agreement with Mr. Hammett and Great Outdoors, LLC (“Great Outdoors”) in relation to the disputes previously above.   The Company and Mr. Hammett agreed to the following key points:

1)   Mr. Hammett agreed to resign all employment with the Company and MyGO Subsidiary and withdraw all objections to his resignation from the Board of Directors of the Company on September 4, 2014, in exchange for the Registrant and MyGO Subsidiary agreeing to pay Mr. Hammett $25,000 in one lump sum payment;

2)   Mr. Hammett agreed for a period of one (1) year from the settlement effective date, that he will not operate, design, market, or otherwise work in the hunting games industry, either in his own name or in association with others. He further agrees that he will not offer his services as a consultant, employee, independent contractor or otherwise in the hunting games industry, whether directly or indirectly.

3)   Mr. Hammett and/or Great Outdoors shall release and forfeit back to the Company all common stock and all of the option rights of the Company afforded to them under Mr. Hammett’s employment agreement and the merger between the Company and Great Outdoors. In addition, the parties agreed to a post-closing adjustment to the share exchange agreement between the Parties dated June 19, 2014, (i) to adjust the purchase price from 50,323,526 shares of the Registrant to 7,500,000 shares of the Company, (ii) to amend the transfer of liabilities to include claims by Umur Ozal in the amount of $500,000 in principal, Shahid Ramzan in the amount of $100,000 in principal, and certain other Great Outdoors note holders who were sent note exchange agreements on June 20, 2014, totaling $400,000 in principal, and (iii) to amend the transfer of liabilities to include certain legal expenses incurred by Great Outdoors. Mr. Hammett further agrees to a prohibition on the sale of more than 750,000 shares per quarter for a period of eighteen months.

All liabilities related to this settlement have been accrued as of August 31, 2014.

As of February 28, 2015, we had minimal revenues. We have incurred losses since inception, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations. As of February 28, 2015, we had $387 cash. We have subsequently received some restricted funding to stratify payroll and other urgent expenses.

How We Intend to Generate Revenue

We have pay-to-play and free-to-play games in our portfolio of gaming applications.  As a result, we generate revenue through various channels and mechanisms, namely: game sales; brand-partnerships & advertising; virtual currency and virtual item sales; and brand-partner product sales.

Game Sales

Pay-To-Play.  For our pay-to-play games, we generate revenue through the sale of the games to MyGO Gamers.  Generally, the cost of the games is less than $1.00, and we recognize revenue from the sale of the game at the time of purchase, however as the Company improves its tracking and analytics capabilities, the Company will transition to recognizing revenue ratably over the estimated average period MyGO Gamers typically play the purchased game (see Revenue Recognition), which is estimated to range from three to 24 months, depending on the title.  Upgraded editions or new level packages can be developed and sold to augment a legacy title that proves popular to continue monetization.

Free-to-Play.  For our free-to-play games, we operate our games as free downloadable games. We generate revenue primarily from the in-game sale of virtual currency and items to our MyGO Gamers and in-game advertising to our brand-partners.

Brand-Partnerships & Advertising

We generate a portion of our revenue from brand-partners who want to be featured in our games.  The revenue generated is part fixed and part variable; however, at this time, all revenue from brand-partnerships & advertising is a small overall contributor to our total revenue.

The fixed component of brand-partner revenue is paid upon signing of an initial agreement with a brand-partner.  As part of the agreement, the brand-partner will pay a fixed amount to remain featured in the game; the revenue is recognized ratably over the term of the agreement.

The variable component of brand-partner revenue results from the sale of Brand-Partner Product Sales (see below).

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Virtual Currency & Virtual Items

In our games developed by MGG, we incorporate a virtual currency – GO Bucks – that can only be redeemed for virtual items within the game and cannot be withdrawn. At this time, virtual currency purchased in one of our games cannot be used in another of our games. Revenue from the sale of our virtual currency is recognized at the time of purchase; however as the Company improves its tracking and analytics capabilities, the Company will transition to recognize revenue when the MyGO Gamer purchases an item with the virtual currency.

Our MyGO Gamers can purchase virtual items, which enhance and expand their game experience. These virtual items include items such as extra lives and skill-enhancing boosters, as well as the ability to unlock additional game content. Our micro-transaction model includes multiple opportunities throughout gameplay for our MyGO Gamers to buy virtual items. A typical “consumable” virtual item is used immediately. We offer “durable” virtual items in some of our games.  A MyGO Gamer can use these items over extended periods of gameplay, and they typically have a higher purchase price. Nearly all virtual items are purchased with GO Bucks.  The majority of our sales of virtual items are consumable in nature, with durable goods making up a relatively small percentage of the total mix.

The platform provider used by our MyGO Gamers processes most virtual currency purchases. Nearly all purchases of virtual items are made through Apple’s iOS, Google’s Android, Amazon’s Kindle and Stripe platforms. These platforms typically charge us approximately 30% of the after-tax payments they collect, which reflects their normal terms of trade.

Brand-Partner Product Sales

We generate a portion of our revenue from brand-partners who want to be featured in our games.  The revenue generated is part fixed and part variable; however, at this time, all revenue from brand-partnerships & advertising is a small overall contributor to our total revenue.

The variable component of brand-partner revenue results from the sale of a brand-partner’s products that are featured in our game or games.  Our MyGO Gamers are provided the ability to play with real-world products virtually in our games; as a result, some MyGO Gamers choose to purchase the real-world product from our brand-partners.  When a purchase is made from a brand-partner by a MyGO Gamer, we receive a referral fee or commission from the brand-partner.  Revenue from the real product sale is recognized upon finalization of the product sale to the MyGO Gamer and recognized by us immediately.

Factors Affecting Our Performance

Studio and Game Development

We have invested in expanding our operations within the United States and abroad. We plan to continue to invest in our existing game studios, while creating additional studio capacity so that we can continue to develop new game IPs, operate existing titles and release new titles on an ongoing basis.  Our ability to hire quality engineering, technical and creative staff will be important for successful new game launches and to sustain our profitability.

Content Development: New Game Launches and Franchise Expansion

We have built a unique and differentiated model for developing and scaling our games. Our future revenue will depend on our ability to continue to efficiently develop and launch high-quality titles that become and remain popular, while expanding our existing successful game franchises. The success and timing of our title and franchise developments could vary in the future, which may in turn impact our future financial performance on a quarterly or annual basis.

Our Technology Platform

We have developed a proprietary technology infrastructure that offers a unique gameplay for our MyGO Gamers, creates an integrated development and service platform for our game studios, and provides scalability and efficiency across our core operations. This infrastructure has been a critical factor in support of our MyGO Gamer growth and has allowed us to maintain robust service levels for our MyGO Gamers while scaling our operations. Our ability to expand and enhance our technology and infrastructure will determine the scale of operation we can support and the quality of service we are able to provide our MyGO Gamers, as well as the required level of capital investment in the future, which in turn may affect our future financial performance and profitability.

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Distribution Platforms and MyGO Gamer Acquisition Channels

Our future success will depend on our ability to attract and retain brand-partners and MyGO Gamers and to provide our games on the most relevant platforms. To the extent that the way MyGO Gamers access and interact with our games changes, either through the introduction of new technologies, distribution platforms, or devices, or through changes to existing MyGO Gamer acquisition channels, the effectiveness and engagement with our games, as well as our ability to reach MyGO Gamers and potential MyGO Gamers, may vary, which may in turn affect our financial performance and future profitability.

Sustaining and Growing Our MyGO Gamer Network

We believe that building and sustaining a sizeable and loyal network of MyGO Gamers is critical to our future success, as the size of our MyGO Gamer network determines the maximum potential audience for the purchase of virtual items. The majority of our MyGO Gamer acquisition has been through unpaid channels. This allows us to achieve an attractive customer acquisition cost. Our ability to continue acquiring MyGO Gamers at attractive rates of return, sustain our current base of MyGO Gamers and maintain our network to enable cross-selling across our portfolio of games may change, which could in turn impact our financial performance.

Delivering MyGO Gamer Engagement

The ability of our games to engage and maintain the interest of our MyGO Gamers and encourage repeated play of not only a specific game, but our entire portfolio of games, on a regular basis, is critical to building a dynamic MyGO Gamer network that creates demand for the purchase of virtual items. The enduring quality of the games we develop, and our MyGO Gamers’ ability to access them on the most relevant platforms, may directly impact our MyGO Gamer engagement and in turn impact our financial performance.

Monetization

While MyGO Gamers are able to play most of our games for free, we generate the majority of our revenue from in-game sales of virtual currency and virtual items. Our ability to create engaging and relevant content and to offer virtual items, which enhance the MyGO Gamer experience, and therefore maintain or increase their propensity to purchase more, will be critical to our financial performance. Future monetization will therefore depend on the quality of the games we develop and distribute, and our ability to convert and retain MyGO Gamers as paying MyGO Gamers.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with US GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with US GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended August 31, 2014 on Form 10-K.

Plan of Operations

We do not have adequate funds to satisfy our working capital requirements for the next twelve months. We will need to raise additional capital to continue our operations. We began to generate modest revenue after the end of the period covered by this report; however, we do not expect that those revenues will be adequate to fund our operations in the near term. We anticipate needing anywhere from $1M-$2.5M for our current operations depending on the level of activity. Currently available cash is not sufficient to allow us to fully fund our operations. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status, we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

If we are unable to raise additional funds we will not be able to implement our business plan. Due to the fact that many of the milestones are dependent on each other, if we do not raise any additional capital we will not be able to implement any facets of our business plan.

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We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer and director in order to finance our businesses activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

Results of Operations

We incurred a net loss of $4,608,903 for the six months ended February 28, 2015. During this period, net cash used by operations was $890,894. As of February 28, 2015, we had working capital deficit of $1,583,109.

We continue to rely on additional funding to address operating shortfalls and do not foresee a change in this situation in the immediate future. We cannot guarantee we will be successful in our business operations. Our business is subject to inherent risks, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. Our management will continue to attempt to secure financing through various means including borrowing and investment from institutions, strategic partners and private individuals, but there is no assurance additional capital will be available to the Company when needed or on acceptable terms.

Six months ended February 28, 2015 compared to the six months ended February 28, 2014.

Revenue

Revenue increased to $9,878 for the six months ended February 28, 2015, compared to $525 for the six months ended February 28, 2014. We began generating revenue from the sales of our games during the six months ended February 28, 2014. No revenue was generated prior to that time.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $650,513 and $272,578 for the six months ended February 28, 2015 and 2014, respectively. The increase was primarily due to an increase in costs associated with acquiring new office space and $305,151 in depreciation and amortization.

Game Design Expenses

The Company recognized $225,819 and $nil in game design expenses for the six months ended February 28, 2015 and 2014 respectively.  The increase is due to the Company acquiring intellectual property and ramping up game development.

Compensation

The Company recognized $3,497,414 in compensation expense for the six months ended February 28, 2015 and $0 for the same period 2014.  This is primarily due to stock based compensation expense of $3,065,783.  The Company has issued 63,435,000 stock options to employees and advisory board members over the last eight months.  There were no stock options granted in the same period 2014. These options were valued using the Black-Scholes model to find the aggregate fair value and amortized using the accelerated amortization method.  The Company had no employees until May of 2014.

Loss from Operations

We recognized losses from operations of $4,363,868 and $297,053 for the six months ended February 28, 2015 and 2014, respectively. The increase in the loss from operations was due to stock based compensation and depreciation and amortization discussed above.

Interest Expense

Interest expense decreased from $238,927 for the six months ended February 28, 2014 to $237,770 for the six months ended February 28, 2015. Interest expense for the six months ended February 28, 2015 included amortization of discount on convertible notes payable in the amount of $65,285, compared to $216,182 for the comparable period of 2014. The remaining decrease in amortization of discount on convertible notes is the result of the Company entering into more interest-bearing convertible notes payable that are at or above market price.

Net Loss

We incurred a net loss of $4,608,903 for the six months ended February 28, 2015 as compared to $535,980 for the comparable period of 2014. The increase in the net loss was primarily the result of the stock based compensation expense and increase in general and administrative expenses discussed above.

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Liquidity and Capital Resources

At February 28, 2015, we had cash balance of $387.  The Company has negative working capital of $1,583,108. Net cash used in operating activities for the six months ended February 28, 2015 was $890,984.

We anticipate needing approximately $1,000,000 to $2,500,000 to fund our operations and to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and we have not entered into any agreements that would obligate a third party to provide us with capital.

As of the date of this filing, the current funds available to the Company may not be sufficient to continue maintaining its reporting status with the Securities and Exchange Commission (“SEC”). Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all business activity. As such, any investment previously made would be lost in its entirety.

To date the Company has been able to fund operations through the sale of stock and by obtaining cash advances. The Company will have to seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our consolidated financial statements.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Additional Financing

The Company intends to seek additional financing through means such as borrowings from institutions, strategic partners or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. The Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Management conducted its evaluation based on the framework inInternal Control – Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission (COSO).  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at August 31, 2014, such disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We determined our disclosure controls and procedures were not effective based on the material weaknesses in our internal control over financial reporting as described below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 11, 2014, the Corporation filed Cause No. D-1-GN-14-003406 – MyGO Games Holding, Co. and My Go Games, LLC, v. Daniel Hammett and Daniel Miller – in the District Court of Travis County, Texas, 98th Judicial District (the “Litigation”).  The Litigation arose from the previously disclosed investigation of possible breaches of the Corporation’s Code of Business and Ethical Conduct by Mr. Hammett, a former director and officer of the Registrant, and Mr. Miller, a current director (who has been asked to resign) and former officer of the Registrant.  The Registrant continues to investigate the possible breaches of the Registrant’s Code of Business and Ethical Conduct by Mr. Hammett and Mr. Miller and may amend its pleadings, during or at the completion of its investigation. Mr. Hammett disputes that he has resigned as a director of the Corporation or that proper corporate action has been taken to remove him from his executive offices of the Corporation.  Mr. Miller disputes that proper corporate actions has been taken to remove him from his executive officers of the Corporation. Both Mr. Hammett and Mr. Miller dispute that they committed any violations of the Corporation’s Code of Business and Ethical Conduct.

On October 30, 2014 the Company entered into a settlement agreement with Mr. Miller in relation to the disputes previously described and dismissed the lawsuit against Mr. Miller.

On October 31, 2014 the Company entered into a settlement agreement with Mr. Hammett and Great Outdoors, LLC (“Great Outdoors”) in relation to the disputes previously described and dismissed the lawsuit against Mr. Hammett.

On December 31, 2014, a former service provider formally served the Company regarding a lawsuit filed over unpaid monies for services rendered.  The Company was formally served on December 31, 2014.  The Company disagrees with the amounts owed, but has $196,278 accrued on the books until this matter is resolved.

ITEM 1A. RISK FACTORS

See Risk Factors in the August 31, 2014 10K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended February 28, 2015, the Company issued shares of common stock as a result of the conversion of Convertible Notes Payable. No additional consideration was paid in connection with the conversion of the Convertible Notes Payable and the Company did not receive any additional proceeds from such conversions.  The shares of common stock were issued pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided under Section 3(a)(9) of the Securities Act and/or Section 4(a)(2) of the Securities Act based on the representations of the holders of the Convertible Notes Payable to the Company of certain matters related to the conversions.

Date	Amount Converted		Common Shares Issued
November 5, 2014	$	575,000	11,500,000
Total	$	575,000	11,500,000

During the six months ended February 28, 2015, we issued a 10% cash 15% stock Series A Convertible Notes in the amount of $475,000 USD.  The Notes are convertible at the option of the holders into shares of common stock of the Company, and at the holder’s option, accrued interest.  The Notes mature 18 months from the date of issuance.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

3.1	Articles of Incorporation 1
3.2	Amended and Restated Bylaws 3
3.3	Amended Articles of Incorporation dated June 27, 2012 2
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended 4
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 4
101	XBRL Interactive data 4
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to Exhibit 3.1 to our Form S-1 filed with the Commission on April 14, 2010

(2) Incorporated by reference to Exhibit 3.3 to our Form 10-Q filed with the Commission on July 16, 2012

(3) Incorporated by reference to Exhibit 3.01 to our Form 8-K filed with the Commission on June 25, 2014

(4) Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MyGo Games Holding Co.
Date: April 20, 2015	BY: /s/ G. Jonathan Pina
	G. Jonathan Pina
	Chief Executive Officer Chief Financial Officer (Principal Executive Officer)

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