UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
Form
10-K/A
Amendment
No.1
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2019
Commission
File Number: 000-53949
Good
Gaming, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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37-1902603
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
Number)
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415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
(Address
of principal executive offices and Zip Code)
(888)
295-7279
Registrant’s
telephone number, including area code
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act: n/a
Securities
registered pursuant to section 12(g) of the Act: n/a
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ]
NO [X]
Indicate
by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO
[ ]
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
No [X]
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 [X] NO [ ]
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 [X] NO
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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.
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Large
Accelerated Filer
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[ ]
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Accelerated
Filer
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[ ]
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Non-accelerated
Filer (Do not check if a smaller
reporting
company)
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[ ]
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Smaller
Reporting
Company
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[X]
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Emerging
Growth Company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
State
the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2017: $ 393,180.
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 53,988,755
as of March 12, 2019.
Explanatory
Note
Good
Gaming, Inc. (together with its subsidiary, the “Company” sometimes referred to as “we”, “us”
or “our”) is filing this Amendment No. 1 (“Amendment No. 1” or “Form 10K/A”) to its Annual
Report on Form 10-K for the period ended December 31, 2019, originally filed on March 30, 2020 (the “Original Form 10-K”),
solely to correct a typographical error in Item 9A Controls and Procedures. Based on the evaluation of these disclosure controls
and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31,
2019, not June 30, 2018.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Amendment No. 1 also contains
new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Amendment No. 1 includes the
currently dated certifications as exhibits.
Except
as described above, no attempt has been made in this Amendment No. 1 to modify or update the other disclosures in the Original
Form 10-K. Amendment No. 1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 10-K. Accordingly,
Amendment No. 1 should be read in conjunction with the Original Form 10-K.
PART
II
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses
found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were not effective as of December 31, 2019.
We
believe we have applied procedures and processes as necessary to ensure the reliability of our financial reporting regarding this
annual report. Accordingly, the Company believes, based on its knowledge, that: (i) this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements,
and other financial information included in this annual report, fairly present in all material respects our financial condition,
results of operations and cash flows as of and for the periods presented in this annual report.
Management’s
Report on Internal Control Over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act
Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under
the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the
Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December
31, 2019 using the criteria established in “Internal Control - Integrated Framework (2013)” issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not
be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting
as of December 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as
described below.
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1.
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We
do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s
view that such a committee, including a financial expert member, is the important entity-level control over the Company’s
financial statements. Currently, the Board of Directors acts in the capacity of the Audit Committee and does not include a
member that is considered to be independent of management to provide the necessary oversight over management’s activities.
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2.
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We
did not maintain appropriate cash controls – Until June 30, 2017, we did not maintain sufficient internal controls
over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and
did not require dual signature on our bank accounts. From June 30, 2017 through December 31, 2018, due to the change in corporate
officers and board of directors, we have implemented appropriate cash controls and enforced separation of accounting functions
to appropriately maintain cash controls.
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3.
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We
implemented appropriate information technology controls – As of December 31, 2019, we retained copies of all financial
data and material agreements. There is a formal procedure or evidence of normal backup of our data or off-site storage of
the data in the event of theft, misplacement, or loss due to unmitigated factors.
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Accordingly,
we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
As
a result of the material weaknesses described above, we did not maintain effective internal control over financial reporting as
of December 31, 2019 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting
The
Company has engaged in a business of merit and has sufficient personnel available. Our Board of Directors, in particular, has
established the following remediation measures in connection with the aforementioned deficiencies:
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1.
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Our
Board of Directors has nominated a financial expert on our Board of Directors.
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2.
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We
have appointed additional personnel to assist with the preparation of our monthly financial reporting, which includes preparation
of the monthly bank reconciliations.
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Changes
in Internal Control over Financial Reporting
There
are no recent changes in internal controls.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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 on November 24, 2020.
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Good
Gaming, Inc.
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By:
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/s/ David
Dorwart
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David
Dorwart
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/
David
Dorwart
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David
Dorwart
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Chief
Executive Officer and Chairman of the Board
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November
24, 2020
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/s/
Domenic
Fontana
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Domenic
Fontana
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Chief
Financial Officer and Director
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November
24, 2020
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/s/
Jordan
Axt
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Jordan
Axt
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Chief
Marketing Officer and Director
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November
24, 2020
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