Overview

Mobile Global Esports Inc. (“MOGO”) was organized in March 2021 to carry on and expand an esports business started by Sports Industry of India (“SII”) in 2016. Through a series of contracts, the rights to the business were assigned to MOGO by SII and its affiliates beginning in October 2021. MOGO is now building out and expanding the business created by SII, which is focused on the rapidly-growing esports industry, with a special emphasis on India and other South Asian markets.

SII is an American branding, marketing and sports promotion company that, through subsidiaries and affiliates primarily in India and Pakistan, enters into exclusive long-term arrangements with universities for the purpose of promoting, expanding and commercializing university sports programs, creating professional opportunities for university athletes and alumni, and developing and marketing university and event-branded merchandise. The SII esports business, which has now been transferred to and is operated by MOGO, is the only business in India to organize and sponsor an officially-sanctioned national championship for university esports.

Esports are the competitive playing of video games by amateur and professional teams for cash and other prizes. Mobile esports are defined as esports that are streamed on an electronic esports platform and played by individuals or teams on mobile devices, usually smartphones. MOGO’s esports business began in 2016 when SII introduced esports to the Association of Indian Universities (“AIU”), an academic and sports body that represents 854 major universities. AIU sanctioned esports as a championship event in a unique and exclusive 10-year renewable agreement with SII.

Recent Events

On April 11, 2023, MOGO received written notice from the Nasdaq Listing Qualifications Staff indicating that the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market. MOGO was provided an initial period of 180 calendar days, or until October 9, 2023, to regain compliance with the Minimum Bid Price Rule. Subsequently, on October 10, 2023, MOGO was provided an additional 180 calendar day compliance period, or until April 8, 2024, to regain compliance. On April 9, 2024, MOGO was notified that it had not regained compliance, and on April 18, 2024, its common stock was suspended from trading on the Nasdaq Capital Market and currently trades on the OTC Pink Sheets.

Components of Statements of Operations

Revenue and Cost of Revenue MOGO has not generated any significant revenue or cost of revenue to date.

General and Administrative Expenses General and administrative expenses consist principally of personnel costs, public filing fees, travel expenses, operating expenses for the office in Mumbai, and other professional fees for consulting, legal, auditing and tax services.

Critical Accounting Estimates MOGO has not made any material changes during the six months ended June 30, 2024 to its critical accounting policies, significant judgments and estimates disclosed in its Form 10K.

Results of Operations

Three and six months ended June 30, 2024 compared with the Three and six months ended March 31, 2023

The following table summarizes the results of MOGO’s operations for the three and six month periods ended June 30, 2024 and 2023:

| ,,Three Months Ended,,,,,,,,,,,,,,,,Six Months Ended,,,,,,,,,,,,,,, | | ,,June 30,,,,,,,,$,,,,%,,,,June 30,,,,,,,,$,,,,%,,, | | ,,2024,,,,2023,,,,Change,,,,Change,,,,2024,,,,2023,,,,Change,,,,Change,,, | | Revenue,,$,—,,,$,—,,,$,—,,,,,,,$,—,,,$,—,,,$,—,,,,,, | | Costs and expenses:,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | | Cost of revenue,,,—,,,,—,,,,—,,,,,,,,—,,,,—,,,,—,,,,,, | | General and administrative,,,496 585,,,,915 962,,,,(419 377,),,,(46,)%,,,1 114 199,,,,1 732 102,,,,(617 903,),,,(36,)% | | Total costs and expenses,,,496 585,,,,915 962,,,,(419 377,),,,(46,)%,,,1 114 199,,,,1 732 102,,,,(617 903,),,,(36,)% | | Loss from operations,,,(496 585,),,,(915 962,),,,419 377,,,,46,%,,,(1 114 199,),,,(1 732 102,),,,617 903,,,,36,%,, | | Interest income/(expense) net,,,(240,),,,24 610,,,,24 850,,,,101,%,,,(1 253,),,,28 257,,,,29 510,,,,104,%,, | | Net loss,,$,(496 825,),,$,(891 352,),,$,394 527,,,,44,%,,$,(1 115 452,),,$,(1 703 845,),,$,588 393,,,,35,%,, |

• Not meaningful

General and Administrative Expenses General and administrative expenses decreased by approximately $419,000 or 46% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily driven by lower professional and consulting fees, compensation to U.S. personnel, and travel expenses, partially offset by an increase in expenses incurred by MOGO Pvt Ltd.

General and administrative expenses decreased by approximately $618,000 or 36% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily driven by lower professional, accounting, legal and consulting fees, compensation to U.S. personnel, and travel expenses, partially offset by an increase in expenses incurred by MOGO Pvt Ltd.

Liquidity and Capital Resources As of June 30, 2024 and December 31, 2023, MOGO had cash of approximately $2,033,000 and $3,175,000, respectively. MOGO has financed its operations through the issuance of common stock and common stock with warrants, including an initial public offering in July 2022 and a private equity placement in September 2022.

MOGO believes it may need to raise additional funding to meet its cash, operational and liquidity requirements for at least 12 months after the date of this quarterly report. The net proceeds from the IPO and PIPE will be used for operating expenses, marketing, event expenses, streaming, retention of additional staff, working capital and general corporate purposes, including potential acquisitions and strategic partnerships.

Cash Flows The following table summarizes MOGO’s sources and uses of cash for the six months ended June 30, 2024 and 2023:

| ,,Six months Ended,,,,,,, | | ,,June 30,,,,,,, | | ,,2024,,,,2023,,, | | Net cash used in:,,,,,,,,, | | Operating activities,,$,(1 034 531,),,$,(952 225,), | | Investing activities,,,(40 574,),,,(429 490,), | | Financing activities,,,(65 040,),,,(92 307,), | | Effect of exchange rate changes on cash and restricted cash,,,(1 070,),,,(959,), | | Net decrease in cash and restricted cash,,$,(1 141 215,),,$,(1 474 981,), |

JOBS Act As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, MOGO can take advantage of certain exemptions from various reporting requirements. This allows MOGO to delay the adoption of certain accounting standards and provides reduced disclosure about its executive compensation arrangements, among other benefits.

Off-Balance Sheet Arrangements MOGO did not have any off-balance sheet arrangements during the periods presented.