Form 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the fiscal quarter ended June 30, 2024

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

For the transition period from to

Commission File Number: 333-273220

GAMER PAKISTAN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

87-3732146

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

35 E Horizon Ridge Pkwy, Suite 110-481

Henderson, Nevada

89002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 702-905-1171

N/A

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		GPAK		The Nasdaq Stock Market LLC

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

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

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

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒

			Emerging Growth Company ☒

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 ☒

At August 19, 2024, there were 25,579,319 shares of the registrant’s common stock outstanding.

GAMER PAKISTAN INC.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	1
	Consolidated Balance Sheets as of June 30,2024 and December 31, 2023	1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30,2024 and 2023	2
	Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30,2024 and 2023	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30,2024 and 2023	4
	Notes to Consolidated Financial Statements for the Three and Six Months Ended June 30,2024 and 2023	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	17

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 6.	Exhibits	18

	Signatures	19

- i -


		June 30			December 31,
	Note	2024			2023

Assets

Current assets:
Cash		$	1,875,746		$	3,371,123
Prepaid expenses and other current assets			45,139			164,022
Total current assets		$	1,920,885		$	3,535,145

Restricted cash	2		413,500			400,000
Furniture and equipment, net	2		686			—
Right-of-use asset, related party	5		57,088			—
Other long-term assets	5		—			54,422
Total assets		$	2,392,159		$	3,989,567

Liabilities

Current liabilities:
Accounts payable and accrued expenses	4	$	49,206		$	170,464
Due to related parties	5		3,238			30,816
Total current liabilities			52,444			201,280

Total liabilities			52,444			201,280

Commitments and contingencies	7

Stockholders’ equity	6

Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding			—			—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 25,579,319 shares issued and outstanding			2,558			2,558
Additional paid-in capital			6,152,033			6,152,033
Accumulated deficit			(3,812,006	)		(2,362,440	)
Accumulated other comprehensive loss			(2,765	)		(3,561	)

Total stockholders' equity - Gamer Pakistan Inc.			2,339,820			3,788,590
Non-controlling interest			(105	)		(303	)
Total stockholders’ equity			2,339,715			3,788,287
Total liabilities and stockholders' equity		$	2,392,159		$	3,989,567


		Six Months			Six Months			Three Months			Three Months
		Ended			Ended			Ended			Ended
	Note	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Revenue	2	$	1,984		$	—		$	52		$	—

Cost of revenue			—			—			—			—

Gross profit			1,984			—			52			—

Operating expenses:
General and administrative expenses	8		1,464,852			131,583			587,695			54,247
Total operating expenses			1,464,852			131,583			587,695			54,247

Total expenses			1,464,852			—			587,695			—

Loss from operations			(1,462,868	)		(131,583	)		(587,643	)		(54,247	)

Interest expense			—			(8,550	)		—			(5,187	)
Interest income			13,500			—			13,500			—

Net loss before income taxes			(1,449,368	)		(140,133	)		(574,143	)		(59,434	)

Income tax expense			—			—			—			—

Net loss		$	(1,449,368	)	$	(140,133	)	$	(574,143	)	$	(59,434	)

Net loss - non-controlling interest		$	198		$	—		$	2,228		$	—
Net loss attributable to Gamer Pakistan Inc.		$	(1,449,566	)	$	(140,133	)	$	(576,371	)	$	(59,434	)

Net loss per share attributable to common stockholders, basic and diluted		$	(0.06	)	$	(0.01	)	$	(0.02	)	$	(0.00	)

Weighted average common shares outstanding, basic and diluted			25,579,319			23,879,319			25,579,319			23,879,319

Comprehensive loss:
Net loss			(1,449,368	)		(140,133	)		(574,143	)		(59,434	)
Unrealized loss on foreign currency translation			796			—			114			—

Total comprehensive loss		$	(1,448,572	)	$	(140,133	)	$	(574,029	)	$	(59,434	)
Comprehensive loss attributable to non-controlling interest			198			—			2,228			—
Comprehensive loss - Gamer Pakistan Inc.			(1,448,770	)		(140,133	)		(576,257	)		(59,434	)


									Accumulated
				Additional					Other			Non-			Total
	Common Stock			Paid-In		Accumulated			Comprehensive			controlling			Stockholders’
	Shares	Amount		Capital		Deficit			Income (Loss)			Interest			Equity

Balance, December 31, 2023	25,579,319	$	2,558	$	6,152,033	$	(2,362,440	)	$	(3,561	)	$	(303	)	$	3,788,287

Net loss	—		—		—		(873,195	)		—			(2,030	)		(875,225	)

Unrealized gain on foreign currency translation	—		—		—		—			682			—			682

Balance, March 31, 2024 (unaudited)	25,579,319	$	2,558	$	6,152,033	$	(3,235,635	)	$	(2,879	)	$	(2,333	)	$	2,913,744

Net loss	—		—		—		(576,371	)		—			2,228			(574,143	)

Unrealized gain on foreign currency translation	—		—		—		—			114			—			114

Balance, June 30, 2024 (unaudited)	25,579,319	$	2,558	$	6,152,033	$	(3,812,006	)	$	(2,765	)	$	(105	)	$	2,339,715


Balance, December 31, 2022	23,879,319	$	2,388	$	541,819	$	(311,632	)	$	—		$	(347	)	$	232,228

Net loss	—		—		—		(80,699	)		—			—			(80,699	)

Balance, March 31, 2023 (unaudited)	23,879,319	$	2,388	$	541,819	$	(392,331	)	$	—		$	(347	)	$	151,529

Net loss	—		—		—		(59,434	)		—			—			(59,434	)

Balance, June 30, 2023 (unaudited)	23,879,319	$	2,388	$	541,819	$	(451,765	)	$	—		$	(347	)	$	92,095


	Six months ended
	June 30, 2024 unaudited			June 30, 2023 unaudited
Cash flows from operating activities

Net loss	$	(1,449,369	)	$	(140,133	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation		64			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		116,926			5,001
Accounts payable and accrued expenses		(121,350	)		(6,138	)
Related Party Payable		(27,615	)		—

Net cash used in operating activities		(1,481,344	)		(141,270	)

Cash flows from investing activities

Payments for property and equipment		(746	)		—

Net cash used in investing activities		(746	)		—

Cash flows from financing activities

Payment of deferred offering costs		—			(40,288	)
Advances from related party		—			75,000
Advances to related party		—			(75,000	)
Issuance of notes payable, short term		—			260,000

Net cash provided by financing activities		—			219,712

Effect of exchange rate changes on cash and restricted cash		213			—

Net increase (decrease) in cash and restricted cash		(1,481,877	)		78,442

Cash and restricted cash as of beginning of period		3,771,123			90,277

Cash and restricted cash as of end of period	$	2,289,246		$	168,719

	June 30, 2024		December 31, 2023

Cash	$	1,875,746	$	3,371,123
Restricted cash		413,500		400,000

Total cash and restricted cash shown in the statements of cash flows	$	2,289,246	$	3,771,123

	●	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

	●	Step 1: Identify the contract with the customer

	●	Step 2: Identify the performance obligations in the contract

	●	Step 3: Determine the transaction price

	●	Step 4: Allocate the transaction price to the performance obligations in the contract

	●	Step 5: Recognize revenue when the company satisfies a performance obligation

	June 30, 2024		December 31, 2023
Accrued professional fees	$	23,592	$	157,338
Other accrued expenses		25,614		13,126
Total	$	49,206	$	170,464

Expected dividend yield	—
Risk-free interest rate	4.7	%
Expected volatility	118	%
Expected life (years)	5

	Three Months Ended											Six Months Ended
	June 30,						$			%		June 30,						$			%
	2024			2023			Change			Change		2024			2023			Change			Change
Revenue	$	52		$	—		$	52			*	$	1,984		$	—		$	1,984			*
Costs and expenses:
Cost of revenue		—			—			—			*		—			—			—			*
General and administrative		587,695			54,247			533,448			**		1,464,852			131,583			1,333,269			**
Total costs and expenses		587,695			54,247			533,448			**		1,464,852			131,583			1,333,269			**
Loss from operations		(587,643	)		(54,247	)		(533,396	)		**		(1,462,868	)		(131,583	)		(1,331,285	)		**
Interest expense		—			(5,187	)		(5,187	)		**		—			(8,550	)		(8,550	)		*
Interest income		—			—			—			*		13,500			—			13,500			*
Net loss	$	(574,143	)	$	(59,434	)	$	(514,709	)		**	$	(1,449,368	)	$	(140,133	)	$	(1,309,235	)		**

*	Not meaningful

**	Change is significantly more than 500%

*	Filed herewith.

**	Furnished herewith.

	GAMER PAKISTAN INC.

DATE: August 19, 2024	By:	/s/ James Knopf
		James Knopf
		Chief Executive Officer

	GAMER PAKISTAN INC.

DATE: August 19, 2024	By:	/s/ Jerry J. Goldstein
		Jerry J. Goldstein
		Interim Chief Financial Officer

Exhibit No.		Document
31.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
101*		The following materials from Gamer Pakistan Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Extensible Business Reporting Language (iXBRL): (i) Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023, (ii) Statements of Operations (unaudited) for the three and six months ended June 30, 2024 and 2023 (iii) Statement of Stockholders’ Equity (unaudited) for the three and six months ended June 30, 2024 and 2023, (iv) Statements of Cash Flows (unaudited) for the six months ended June 30, 2024 and 2023 and (v) Notes to Financial Statements (unaudited).
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SEC Form 10-Q filed by Gamer Pakistan Inc.