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 ~~September~~March 3031, ~~2023~~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)~~

(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 110-481Henderson, Nevada		89002
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 ~~Capital~~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 ☒

AsAt ofJuly ~~November 20~~25, ~~2023~~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.	~~Condensed~~Consolidated Financial Statements (unaudited)	41
	Condensed Balance Sheets as of September 30, 2023 and December 31, 2022	4
	Consolidated Balance Sheets as of March 31,2024 and December 31, 2023	1
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Consolidated Statements of Operations for the Three Months Ended March 31,2024 and 2023	2
	Condensed Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2023 and 2022	6
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31,2024 and 2023	3
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	7
	Consolidated Statements of Cash Flows for the Three Months Ended March 31,2024 and 2023	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Notes to Consolidated Financial Statements for the Three Months Ended March 31,2024 and 2023	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4.	Controls and Procedures	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION
Item 6.	Exhibits	22
Item 1.	Legal Proceedings	17
	Signatures	23
Item 1A.	Risk Factors	17
Item 6.	Exhibits	18
	Signatures	19

2- ~~Table~~i ~~of Contents~~-

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

~~Certain~~This ~~statements contained in this~~ Quarterly Report on Form 10-Q, contains forward-looking statements. All statements other than statements of historical facts, contained in this Quarterly Report may be ~~considered~~ forward-looking statements. The ~~within~~forward-looking ~~the~~statements ~~meaning~~are ofcontained ~~Section~~principally ~~27A~~in of the ~~Securities~~sections ~~Act~~entitled of“Risk ~~1933~~Factors,” asand ~~amended (the~~ “~~Securities~~Management’s Discussion ~~Act”),~~ and ~~Section~~Analysis ~~21E~~ of ~~the~~Financial ~~Securities~~Condition ~~Exchange~~and ~~Act~~Results of ~~1934~~Operations,” asbut ~~amended~~are ~~(the~~also ~~“Exchange~~contained ~~Act”)~~elsewhere in this Quarterly Report. In Wesome ~~intend~~cases, ~~for~~you ~~all~~can ~~such~~identify forward-looking statements toby beterms ~~covered~~such byas ~~the~~“may,” ~~applicable~~“might,” ~~safe~~“will,” “should,” ~~harbor~~“expects,” ~~provisions~~“plans,” ~~for~~“anticipates,” ~~forward-looking~~“could,” ~~statements~~“would,” “intends,” ~~contained~~“targets,” in“projects,” ~~Section~~“contemplates,” ~~27A~~“believes,” of“estimates,” “predicts,” ~~the~~“potential” ~~Securities~~or ~~Act~~“continue” ~~and~~or ~~Section~~the ~~21E~~negative of ~~the~~these ~~Exchange~~terms ~~Act,~~or asother ~~applicable.~~similar ~~Such forward~~expressions. Forward-looking statements ~~can~~involve ~~generally~~known beand ~~identified~~unknown byrisks, ~~our~~uncertainties ~~use~~and ofother ~~forward-looking~~important ~~terminology~~factors ~~such~~that ~~as “~~may,” ~~“will,”~~cause ~~“expect,”~~our ~~“intend,”~~actual ~~“anticipate~~results,” performance ~~“estimate,”~~or ~~“believe,”~~achievements ~~“seek,”~~to ~~“continue~~be materially different from any future results,” performance or ~~other~~achievements ~~similar~~expressed ~~words~~or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives, and prospects; and (ii) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation:

●

Failure of future market acceptance of our mobile esports products and services;

●

Increased levels of competition;

●

Changes in political, economic or regulatory conditions generally and in the markets in which we operate;

●

Our ability to retain and attract senior management and other key employees;

●

Our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

● Other risks, including those described in the “Risk Factors” discussion.

You should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes from the risk factors previously disclosed therein, except as set in the “Risk Factors” section of this Quarterly Report on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. The forward-looking statements in this Quarterly Report are only predictions, and we may not actually achieve the plans, intentions or expectations included in our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward- looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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

3- ~~Table~~ii ~~of Contents~~-

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

GAMER PAKISTAN INC.

~~Condensed~~Consolidated Balance Sheets

		September 30				December 31,
			March 31			December 31,
		2023				2022
	Note		2024			2023
		(unaudited)				(audited)
Assets
Current assets:
Cash		$	~~71,481~~$	2,418,781		$	903,~~277~~371,123
Other current assets			221,686				167,736
Prepaid expenses and other current assets				103,056			164,022
Total current assets		$	~~293,167~~$	2,521,837		$	~~258~~3,~~013~~535,145
Restricted cash	2			400,000			400,000
Furniture and equipment, net	2			653			—
Right-of-use asset, related party	5			59,127			—
Other long-term assets	5			—			54,422
Total assets			$	2,981,617		$	3,989,567
Liabilities
Current liabilities:
Accounts payable		$	26			$	14,688
Accounts payable and accrued expenses	4		$	37,020		$	170,464
Related party payable			100,450				10,750
Due to related parties	5			30,853			30,816
Accrued interest			13,794				-
Total current liabilities				67,873			201,280
Note payable			260,000				-
Total liabilities				67,873			201,280
Total current liabilities			374,270				25,438
Commitments and contingencies	7
Commitments and contingencies
Stockholders’ equity	6
Stockholders’ equity (deficit)
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding				—			—
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
Common stock, $0.0001 par value, 100,000,000 shares authorized, 23,879,319 and 23,879,319 shares issued and outstanding			2,388				2,388
Additional paid-in capital				6,152,033			6,152,033
Additional paid-in capital			541,819				541,819
Accumulated deficit				(3,235,635	)		(2,362,440	)
Accumulated deficit			(622,705	)			(311,632	)
Accumulated other comprehensive loss				(2,879	)		(3,561	)
Accumulated other comprehensive income (loss)			(2,132	)			-
Total stockholders' equity - Gamer Pakistan Inc.				2,916,077			3,788,590
Total stockholders' equity (deficit) - Gamer Pakistan Inc.			(80,630	)			232,575
Non-controlling interest				(2,333	)		(303	)
Non-controlling interest			(473	)			-
Total stockholders’ equity				2,913,744			3,788,287
Total stockholders’ equity (deficit)			(81,103	)			232,575
Total liabilities and stockholders' equity			$	2,981,617		$	3,989,567
Total liabilities and stockholders' equity (deficit)		$	293,167			$	258,013

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

4- ~~Table~~1 ~~of Contents~~-

~~GAMER~~Table ~~PAKISTAN~~of ~~INC.~~Contents

~~Condensed~~GAMER ~~Statements~~PAKISTAN ~~of Operations (Unaudited)~~INC.

~~For~~Consolidated ~~the~~Statements ~~three~~of ~~and~~Operations ~~nine months ended September 30, 2023 and 2022~~(Unaudited)

	Nine Months			Nine Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenue	$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative expenses		297,405			145,838			165,822			145,763
Total operating expenses		297,405			145,838			165,822			145,763
Loss from operations		(297,405	)		(145,838	)		(165,822	)		(145,763	)
Interest expense		(13,794	)		-			(5,244	)		-
Net loss	$	(311,199	)	$	(145,838	)	$	(171,066	)	$	(145,763	)
Net loss - non-controlling interest	$	(126	)	$	-		$	(126	)	$	-
Net loss attributable to Gamer Pakistan Inc.	$	(311,073	)	$	(145,838	)	$	(170,940	)	$	(145,763	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding,
basic and diluted		23,879,319			22,072,651			23,879,319			22,072,651
Comprehensive loss:
Net loss		(311,199	)		(145,838	)		(171,066	)		(145,763	)
Unrealized loss on foreign currency translation		(2,132	)		-			(2,132	)		-
Total comprehensive loss	$	(313,331	)	$	(145,838	)	$	(173,198	)	$	(145,763	)
Comprehensive loss attributable to non-controlling interest		(126	)		-			(126	)		-
Comprehensive loss - Gamer Pakistan Inc.		(313,205	)		(145,838	)		(173,072	)		(145,763	)

For the three months ended March 31, 2024 and 2023

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


	Note	March 31, 2024			March 31, 2023

Revenue	2	$	1,932		$	—

Cost of revenue			—			—

Gross profit			1,932			—

Operating expenses:
General and administrative expenses	8		877,157			77,337
Total operating expenses			877,157			77,337

Loss from operations			(875,225	)		(77,337	)

Interest expense			—			—

Net loss		$	(875,225	)	$	(77,337	)

Net loss - non-controlling interest		$	(2,030	)	$	—
Net loss attributable to Gamer Pakistan Inc.		$	(873,195	)	$	(77,337	)

Net loss per share attributable to common stockholders, basic and diluted		$	(0.03	)	$	(0.00	)

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

Comprehensive loss:
Net loss			(875,225	)		(77,337	)
Unrealized gain on foreign currency translation			682			—

Total comprehensive loss		$	(874,543	)	$	(77,337	)
Comprehensive loss attributable to non-controlling interest			(2,030	)		—
Comprehensive loss - Gamer Pakistan Inc.			(872,513	)		(77,337	)

5The ~~Table~~accompanying footnotes are an integral part of these ~~Contents~~unaudited consolidated financial statements.

~~GAMER~~- ~~PAKISTAN~~2 ~~INC.~~-

~~Condensed~~Table ~~Statements~~ of ~~Stockholders’ Equity (Deficit) (Unaudited)~~Contents

~~For~~GAMER ~~the~~PAKISTAN ~~nine months ended September 30, 2023 and 2022~~INC.

										Accumulated
					Additional					Other						Total
	Common Stock				Paid-In		Accumulated			Comprehensive			Non-controlling			Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Interest			Equity (Deficit)
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
Net loss		-		-		-		(170,940	)		-			(126	)		(171,066	)
Balance, September 30, 2023 (unaudited)		23,879,319	$	2,388	$	541,819	$	(622,705	)	$	(2,132	)	$	(473	)	$	(81,103	)
Balance, December 31, 2021		22,072,651	$	2,207	$	-	$	-		$	-		$	-		$	2,207
Net loss		-		-		-		(30	)		-			-			(30	)
Balance, March 31, 2022 (unaudited)		22,072,651		2,207		-		(30	)		-			-			2,177
Net loss		-		-		-		(45	)		-			-			(45	)
Balance, June 30, 2022 (unaudited)		22,072,651		2,207		-		(75	)		-			-			2,132
Issuance of common stock		1,367,122		137		409,863		-			-			-			410,000
Net loss		-		-		-		(145,763	)		-			-			(145,763	)
Balance, September 30, 2022 (unaudited)		23,439,773	$	2,344	$	409,863	$	(145,838	)	$	-		$	-		$	266,369

Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

~~The~~For ~~accompanying~~the ~~footnotes~~three ~~are~~months anended ~~integral~~March ~~part~~31, of2024 ~~these~~and ~~unaudited financial statements.~~2023

6 Table of Contents


									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	25,579,319	$	2,558	$	6,152,033	$	(3,235,635	)	$	(2,879	)	$	(2,333	)	$	2,913,744

Balance, December 31, 2022	23,879,319	$	2,388	$	541,819	$	(311,632	)	$	—		$	—		$	232,575

Net loss	—		—		—		(77,337	)		—			—			(77,337	)

Balance, March 31, 2023	23,879,319	$	2,388	$	541,819	$	(388,969	)	$	—		$	—		$	155,238

~~GAMER~~The ~~PAKISTAN~~accompanying ~~INC~~footnotes are an integral part of these unaudited consolidated financial statements.

~~Condensed~~- ~~Statements~~3 ~~of Cash Flows (Unaudited)~~-

~~For~~Table ~~the~~of ~~nine months ended September 30, 2023 and 2022~~Contents

	Nine months ended
	September 30, 2023			September 30, 2022
	unaudited			unaudited
Cash flows from operating activities
Net loss	$	(311,199	)	$	(145,838	)
Changes in operating assets and liabilities:
Prepaid expenses		(529	)		-
Other current assets		5,000			-
Accounts payable and accrued expenses		(14,679	)		-
Accrued interest		13,794			-
Net cash used in operating activities		(307,613	)		(145,838	)
Cash flows from financing activities
Issuance of common stock		-			410,000
Payment of deferred offering costs		(56,934	)		(128,031	)
Advances from related party		89,700			321,000
Proceeds from stock subscription receivable		-			1,502
Issuance of notes payable, short term		260,000			-
Net cash provided by financing activities		292,766			604,471
Effect of exchange rate changes on cash and restricted cash		(2,135	)		-
Net increase (decrease) in cash and restricted cash		(16,982	)		458,633
Cash and restricted cash as of beginning of period		88,463			-
Cash and restricted cash as of end of period	$	71,481		$	458,633

GAMER PAKISTAN INC.

~~The~~Consolidated ~~accompanying~~Statements ~~footnotes are an integral part~~ of ~~these~~Cash ~~unaudited~~Flows ~~financial statements.~~ (Unaudited)

7For ~~Table~~the ofthree ~~Contents~~months ended March 31, 2024 and 2023

GAMER PAKISTAN INC.


	March 31, 2024			March 31, 2023

Cash flows from operating activities

Net loss	$	(875,225	)	$	(77,337	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation		30			—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		54,943			5,001
Other long-term assets		2,028			—
Accounts payable and accrued expenses		(133,542	)		(14,688	)

Net cash used in operating activities		(951,766	)		(87,024	)

Cash flows from investing activities

Payments for furniture and equipment		(680	)		—

Net cash used in investing activities		(680	)		—

Cash flows from financing activities

Payment of stock issuance and deferred offering costs		—			(31,351	)
Proceeds from notes payable, related party		—			260,000

Net cash provided by financing activities		—			228,649

Effect of exchange rate changes on cash and restricted cash		104			—

Net increase (decrease) in cash and restricted cash		(952,342	)		141,625

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

Cash and restricted cash as of end of period	$	2,818,781		$	231,902

Supplemental disclosure of cash flow information

Cash paid for interest	$	—		$	—

Supplemental disclosure of non-cash investing and financing activity

Deferred offering costs reclassified to stock issuance costs	$	—		$	—

~~NOTES~~The TOaccompanying ~~FINANCIAL~~footnotes ~~STATEMENTS~~are an integral part of these unaudited consolidated financial statements.

~~For~~- ~~the~~4 ~~Nine months Ended September 30, 2023 and 2022 (unaudited)~~-

~~Note~~Table ~~1 – Organization and Basis~~ of ~~Presentation~~Contents

Note 1 – Organization and Basis of Presentation

Gamer Pakistan Inc. (the “Gamer Pakistan”) was incorporated on November 23, 2021 under the laws of the State of Delaware. Gamer Pakistan is an interactive esports event promotion and product marketing company.Organization

WeGamer ~~conduct our operations in~~ Pakistan ~~through K2 Gamer (PVT) Ltd~~Inc. (~~“K2~~the “Gamer~~”),~~ ~~and Elite Sports~~ Pakistan ~~Pvt. Ltd. (“ESP~~”), was ~~each~~incorporated aon ~~company~~November ~~duly~~23, ~~incorporated~~2021 under the laws of ~~Pakistan. Pursuant to agreements with~~ the ~~three~~State ~~owners~~ of K2 Delaware. Gamer, wePakistan ~~acquired~~is ~~90%~~an ~~ownership~~interactive ofesports K2event ~~Gamer in November 2022 subject to required approval by the Securities~~ promotion and ~~Exchange~~product ~~Commission~~marketing ~~of Pakistan (“SECP”), which approval was granted in July 2023~~company. ~~We acquired 90% of K2 Gamer so that it could be our operating subsidiary in Pakistan.~~

~~The~~We ~~Company~~conduct ~~determined~~our ~~that~~operations K2in ~~Gamer~~Pakistan ~~was~~through aK2 ~~variable~~Gamer (PVT) ~~interest~~Ltd. ~~entity and it was the primary beneficiary of~~ (“K2 Gamer”), ~~prior~~and toElite ~~acquiring~~Sports ~~90%~~Pakistan ofPvt. ~~K2 Gamer in July 2023~~Ltd. ~~However~~(“ESP”), ~~the~~each ~~activity~~a incompany K2duly ~~Gamer~~incorporated ~~was~~under ~~immaterial prior July 2023 and~~ the laws ~~results~~ of K2Pakistan. ~~Gamer~~Pursuant ~~have~~to ~~only~~agreements ~~been~~with ~~included in~~ the ~~Company’s~~three ~~results~~owners ~~since~~of ~~July 2023.~~ K2 Gamer, ~~comprised~~we ~~approximately~~acquired ~~24.3~~90% ownership of ~~the~~K2 ~~Company’s~~Gamer ~~total~~in ~~assets~~November as2022 ofsubject to ~~September~~required ~~30,~~approval ~~2023,~~by ~~and~~the ~~0.4%~~Securities ofand ~~the~~Exchange ~~Company’s~~Commission ~~net~~of ~~loss~~Pakistan ~~for~~(“SECP”), ~~the~~which ~~nine~~approval ~~months~~was ~~ended~~granted ~~September~~in ~~30,~~July 2023,. We ~~and~~acquired ~~0.8~~90% of ~~the~~K2 ~~Company’s~~Gamer ~~net~~so ~~loss~~that ~~for~~it ~~the~~could ~~three~~be ~~months~~our ~~ended~~operating ~~September~~subsidiary ~~30,~~in ~~2023~~Pakistan.

~~Basis~~The Company determined that K2 Gamer was a variable interest entity and it was the primary beneficiary of ~~Presentation~~K2 Gamer prior to acquiring 90% of K2 Gamer in July 2023. However, the activity in K2 Gamer was immaterial prior to July 2023 and the results of K2 Gamer have only been included in the Company’s results since July 2023. K2 Gamer comprised approximately 2.3% and 1.8% of the Company’s total assets as of March 31, 2024 and December 31, 2023, and 2.3% of the Company’s net loss for the three months ended March 31, 2024.

~~The~~Basis ~~accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States~~ of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Gamer Pakistan and K2 Gamer (collectively, the “Company”). Gamer Pakistan owns a 90% controlling interest in K2 Gamer. The value of the non-controlling interest in K2 Gamer is immaterial.Presentation

The ~~functional~~accompanying ~~currency~~consolidated offinancial K2statements were ~~Gamer~~prepared isin ~~the~~conformity ~~Pakistan~~with ~~Rupee~~accounting ~~(“PKR”).~~principles ~~The~~generally ~~assets~~accepted ~~and~~in ~~liabilities~~the ~~of K2 Gamer are translated to~~ United States ~~Dollars~~of America (“~~USD~~U.S. GAAP”). atThe consolidated ~~period~~financial ~~end exchange rates, while~~ statements ofinclude ~~operations~~the accounts ~~are~~of ~~translated~~Gamer atPakistan ~~the~~and ~~average~~K2 ~~exchange~~Gamer ~~rate~~(collectively, ~~during~~ the ~~period~~“Company”). ~~The~~Gamer Pakistan ~~effects~~owns ofa ~~foreign~~90% ~~currency~~controlling ~~translation~~interest ~~adjustments are included~~ in ~~other~~K2 ~~comprehensive~~Gamer. ~~loss,~~The ~~which~~value ~~is a component~~ of ~~accumulated~~the ~~other~~non-controlling ~~comprehensive~~interest ~~income (loss)~~ in ~~stockholders’~~K2 ~~equity.~~Gamer ~~All~~is ~~significant intercompany accounts and transactions have been eliminated in consolidation~~immaterial.

~~Interim~~The ~~financial~~functional currency of K2 Gamer is the Pakistan Rupee (“PKR”). The assets and liabilities of K2 Gamer are translated to United States Dollars (“USD”) at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive income (loss) in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~The~~Interim ~~unaudited condensed~~ financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to such rules and regulations. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results expected for the year ending December 31, 2023.

8The ~~Table~~unaudited consolidated financial statements are prepared by the Company, pursuant to the rules and regulations of ~~Contents~~the Securities and Exchange Commission (the “SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to such rules and regulations. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the year ending December 31, 2024.

~~GAMER~~Note ~~PAKISTAN~~2 ~~INC.~~– Summary of Significant Accounting Policies

~~NOTES~~Use TOof ~~FINANCIAL STATEMENTS~~Estimates

~~For~~The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~Nine~~reported ~~months~~amounts ~~Ended~~of ~~September~~assets 30and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, ~~2023~~historical experience and ~~2022~~various ~~(unaudited)~~other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include valuation allowance on deferred tax assets.

~~Note~~- 25 ~~– Summary of Significant Accounting Policies~~-

~~Use~~Table of ~~Estimates~~Contents

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

~~Cash~~For ~~Equivalents~~the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three months or less. At March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

~~For~~Restricted the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three months or less. As of September 30, 2023 and December 31, 2022 the Company had approximately $71,000 and 90,000 in cash and cash equivalents, respectively.Cash

~~Stock~~As ~~Subscription~~part ~~Receivable~~of its agreement with the underwriters for the Company’s initial public offering (“IPO”), the Company is required to maintain $400,000 in an escrow account for up to 24 months from the closing of the IPO. Therefore, these funds are recorded as restricted cash as of March 31, 2024 and December 31, 2023 and are a noncurrent asset as this restriction will expire by October 2025.

The ~~Company~~following ~~records~~table ~~stock~~provides ~~issuances~~a atreconciliation ~~the~~of ~~effective~~cash and ~~date.~~restricted Ifcash ~~the~~reported ~~subscription~~within ~~is not funded upon issuance,~~ the ~~Company records a stock subscription receivable as an asset on a~~ balance ~~sheet.~~sheets ~~When~~that ~~stock~~sum ~~subscription receivables are not received prior~~ to the ~~issuance~~total of ~~financial statements,~~ the ~~stock~~same ~~subscription~~such ~~receivable~~amounts isshown ~~reclassified~~in ~~as a contra account to stockholders’ equity on~~ the ~~balance~~statements ~~sheet.~~ of cash flows:

Deferred Offering Costs

	March 31, 2024		December 31, 2023

Cash	$	2,418,781	$	3,371,123
Restricted cash		400,000		400,000

Total cash and restricted cash shown in the statements of cash flows	$	2,818,781	$	3,771,123

~~Deferred~~Furniture offering costs are amounts incurred that are directly related to the offering of the Company’s common stock. These costs will be offset against the proceeds from the Company’s equity offering. The Company had approximately $219,000 and ~~$162~~equipment,~~000~~ ~~in deferred offering costs as of September 30, 2023 and December 31, 2022, respectively, which are recorded in other current assets.~~ net

9Furniture ~~Table~~and equipment, net, is stated at cost. Depreciation is computed over the estimated useful lives of ~~Contents~~the assets, generally three to five years, using the straight-line method. Expenditures for maintenance and repairs are charged to operations; major expenditures for renewals and betterments are capitalized and depreciated over their useful lives. Leasehold improvements are amortized over the lesser of the asset life or the life of the lease.

~~GAMER~~At ~~PAKISTAN~~March ~~INC~~31, 2024, the cost of furniture and equipment was $683 and accumulated depreciation was $30. Depreciation expense was $30 for the three months ended March 31, 2024.

~~NOTES~~Fair TOValue ~~FINANCIAL~~of ~~STATEMENTS~~Financial Instruments

For ~~the~~certain ~~Nine~~of ~~months~~the ~~Ended~~Company’s ~~September~~financial 30instruments, including ~~2023~~cash, restricted cash and ~~2022~~accounts ~~(unaudited)~~payable, the carrying amounts approximate their fair values due to their short maturities.

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

~~For~~● ~~certain~~Level of1 inputs to the ~~Company’s~~valuation ~~financial~~methodology ~~instruments~~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, ~~including~~quoted ~~cash~~prices for identical or similar assets in inactive markets, and ~~accounts~~inputs ~~payable~~that are observable for the asset or liability, either directly or indirectly, for substantially the ~~carrying~~full ~~amounts~~term ~~approximate~~of ~~their~~the ~~fair~~financial ~~values~~instrument. ~~due~~● Level 3 inputs to ~~their~~the ~~short~~valuation ~~maturities~~methodology us one or more unobservable inputs which are significant to the fair value measurement.

~~FASB~~The ~~ASC~~Company ~~Topic~~analyzes ~~820,~~all ~~Fair~~financial ~~Value~~instruments ~~Measurements~~with features ~~and Disclosures, requires disclosure~~ of ~~the~~both ~~fair~~liabilities ~~value~~and ofequity ~~financial~~under ~~instruments held by the Company.~~ FASB ASC Topic ~~825~~480, ~~Financial~~Distinguishing ~~Instruments,~~Liabilities ~~defines~~from ~~fair value~~Equity, and ~~establishes~~FASB aASC ~~three-level~~Topic ~~valuation~~815, Derivatives ~~hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables~~ and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interestHedging. ~~The three levels of valuation hierarchy are defined as follows:~~

•At ~~Level~~March 131, ~~inputs~~2024 ~~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~~December ~~in active markets~~31, ~~quoted prices for identical or similar assets in inactive markets~~2023, ~~and inputs that are observable for~~ the ~~asset~~Company did ornot ~~liability,~~identify ~~either~~any ~~directly~~assets or ~~indirectly,~~liabilities ~~for~~required ~~substantially~~to ~~the~~be ~~full~~presented ~~term~~on of the ~~financial~~balance ~~instrument.~~sheet •at ~~Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the~~ fair value ~~measurement~~.

~~The~~- ~~Company~~6 ~~analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.~~-

AsTable of ~~September 30, 2023 and December 31, 2022, the Company did not identify any assets or liabilities required to be presented on the balance sheet at fair value.~~Contents

Concentration of Credit Risk

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

10Income ~~Table of Contents~~Taxes

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

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

~~For the Nine months Ended September 30, 2023 and 2022 (unaudited)~~Revenue

~~Income~~The ~~Taxes~~Company records revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

~~The~~● ~~Company~~Step ~~accounts~~1: ~~for~~Identify ~~income~~the ~~taxes~~contract ~~in accordance~~ with ~~ASC Topic 740, Income Taxes. ASC 740 requires a company to use~~ the ~~asset~~customer ~~and~~● ~~liability~~Step ~~method~~2: ofIdentify accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~differences~~performance ~~between~~obligations ~~the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when,~~ in the ~~opinion~~contract of● ~~management,~~Step it3: isDetermine ~~more~~the ~~likely~~transaction ~~than~~price ~~not~~● ~~that~~Step ~~some~~4: ~~portion,~~Allocate ~~or all of,~~ the ~~deferred~~transaction ~~tax~~price ~~assets~~to ~~will not~~the beperformance ~~realized. Deferred~~obligations ~~tax~~in ~~assets and liabilities are adjusted for~~ the ~~effects~~contract of● ~~changes~~Step in5: ~~tax~~Recognize ~~laws~~revenue ~~and~~when ~~rates~~the oncompany ~~the~~satisfies ~~date~~a ofperformance ~~enactment.~~obligation

~~Under~~In ~~ASC~~order ~~740,~~to aidentify ~~tax position is recognized as a benefit only if it is “more likely than not” that~~ the ~~tax~~performance ~~position~~obligations ~~would be sustained~~ in a ~~tax~~contract ~~examination,~~ with a ~~tax~~customer, ~~examination~~the ~~being~~Company ~~presumed~~assesses ~~to occur. The amount recognized is~~ the ~~largest~~promised ~~amount~~goods ofor ~~tax~~services ~~benefit~~in ~~that is greater than 50% likely of being realized on examination. For tax positions not meeting~~ the ~~“more~~contract ~~likely~~and ~~than~~identifies ~~not”~~each ~~test,~~distinct nopromised good ~~tax~~or ~~benefit is recorded~~service. ~~The Company has no material uncertain tax positions for any of the reporting periods presented.~~

~~Basic~~If ~~and~~a ~~Diluted~~good ~~Earnings~~or ~~Per~~service ~~Share~~is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified as distinct.

~~Earnings~~The ~~per~~transaction ~~share~~price is ~~calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on~~ the ~~weighted~~amount ~~average number~~ of ~~common~~consideration to ~~shares~~which ~~outstanding.~~an ~~Diluted~~entity ~~EPS~~expects ~~assumes~~to ~~that~~be ~~all~~entitled ~~dilutive~~in ~~securities~~exchange ~~are~~for ~~converted.~~transferring ~~Dilution~~promised isgoods ~~computed~~or byservices ~~applying~~to ~~the~~a ~~treasury stock method~~customer. ~~Under~~The ~~this~~consideration ~~method,~~promised in ~~options~~a ~~and~~contract ~~warrants~~with ~~are~~a ~~assumed~~customer tomay beinclude ~~exercised~~fixed ~~at the beginning of the period (or at the time of issuance~~amounts, ifvariable ~~later)~~amounts, ~~and~~or ~~as if funds obtained thereby were used to purchase common stock at the average market price during the period~~both.

~~There~~Variable ~~were~~consideration nois ~~potentially~~included ~~dilutive~~in ~~instruments~~the ~~outstanding~~transaction price atonly ~~September~~to 30the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any noncash consideration, consideration ~~2023~~payable ~~and~~to ~~December~~the 31customer, ~~2022~~potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price.

~~Recent~~Revenue ~~Accounting~~is ~~Pronouncements~~measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to its customer.

InDuring ~~August~~the ~~2020,~~three ~~the~~months ~~FASB~~ended ~~issued~~March ~~ASU~~31, ~~2020-06~~2024, ~~Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity~~the Company’s ~~Own~~revenue ~~Equity~~consisted ~~(Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number~~ of ~~accounting~~commissions ~~models~~recognized ~~for~~by ~~convertible~~K2 ~~debt~~Gamer ~~instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted~~ for ~~as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital,~~ the ~~embedded~~delivery ~~conversion~~of ~~features no longer are separated from the host contract. ASU 2020-06 also removes~~ certain ~~conditions~~products ~~that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives~~ and ~~Hedging—Contracts~~totaled ~~in Entity’s Own Equity~~approximately $2, ~~and clarify the scope and certain requirements under Subtopic 815-40~~000. InThe ~~addition,~~Company ~~ASU~~had ~~2020-06~~no ~~improves~~revenue ~~the guidance related to the disclosures and earnings-per-share (EPS)~~ for ~~convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet~~ the ~~definition~~three ofmonths aended ~~SEC~~March ~~filer~~31, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023~~, including interim periods within those fiscal years~~. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its financial statements.

~~Management~~- ~~does~~7 not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.-

11 Table of Contents

~~Note 3 - Going Concern Uncertainty~~Leases

The Company ~~has~~leases anoffice ~~accumulated~~space ~~deficit~~in ofPakistan ~~approximately~~under a ~~$623,000~~non-cancelable aslease ofarrangement ~~September~~through ~~30,~~K2 ~~2023~~Gamer. The ~~Company~~building ~~had~~is noowned ~~revenue-generating~~by ~~operations~~the ~~from~~CEO ~~which~~of weK2 ~~generated~~Gamer. ~~revenues~~The ~~through~~Company ~~September~~applies 30the accounting guidance in Accounting Standards Codification (“ASC”) 842, ~~2023~~Leases. ~~The~~ As such, the Company ~~expects~~assesses all arrangements, that itconvey ~~will~~the ~~operate~~right to control the use of property and equipment, at ainception, ~~loss~~to ~~for~~determine ~~the~~if ~~foreseeable~~it ~~future. During~~is, ~~October~~or ~~2023~~contains, ~~the~~a ~~Company~~lease ~~raised~~based ~~gross~~on the ~~proceeds~~unique offacts ~~approximately~~and ~~$6,800,000~~circumstances ~~through~~present ~~its~~in ~~initial~~that ~~public~~arrangement. ~~offering~~For ~~(“IPO”)~~those leases identified, ~~with~~the ~~net~~Company ~~proceeds~~determines ofthe ~~approximately~~lease $5classification,~~435~~ recognition,~~000~~ ~~after~~and ~~deducting~~measurement ~~underwriting~~at ~~discounts~~the ~~and~~lease ~~commissions~~commencement date.

~~Management~~Fixed ~~believes~~lease ~~the~~payments ~~net~~on ~~proceeds~~operating ~~from~~leases ~~the~~are ~~IPO~~recognized over ~~will~~the beexpected ~~sufficient~~term toof ~~meet its cash, operational and liquidity requirements for at least 12 months after~~ the ~~date~~lease ofon ~~this~~a ~~quarterly~~straight-line ~~report~~basis. ~~However,~~ ~~the~~Variable ~~Company~~lease ~~anticipates~~expenses that itare ~~will~~not beconsidered ~~required~~fixed toare ~~raise~~expensed ~~additional~~as ~~funds~~incurred. Fixed ~~through~~and ~~public~~variable orlease ~~private~~expense ~~equity~~on ~~financings~~operating inleases ~~the~~is ~~future~~recognized towithin ~~expand~~operating ~~its~~expenses ~~business.~~within ~~Should such financing not be available in that time-frame,~~ the ~~Company~~accompanying ~~might~~consolidated bestatements of ~~required~~operations toand ~~reduce~~comprehensive ~~its activities~~loss.

~~While~~The ~~management~~interest ofrate implicit in the Company’s lease ~~believes~~contracts ~~that~~is ittypically ~~will~~not bereadily ~~successful~~determinable ~~in its capital formation~~ and ~~planned~~as ~~operating activities~~such, ~~there can be no assurance that~~ the Company ~~will~~uses beits ~~able~~incremental toborrowing ~~raise~~rate ~~additional~~based ~~equity~~on ~~capital or be successful in~~ the ~~development~~information available ~~and~~at ~~commercialization of~~ the ~~products~~lease itcommencement ~~develops~~date, orwhich ~~initiates~~represents ~~collaboration~~an ~~agreements~~internally ~~thereon.~~developed ~~The~~rate ~~accompanying~~that ~~financial~~would ~~statements~~be doincurred ~~not include any adjustments~~ to ~~reflect~~borrow, ~~the possible future effects~~ on ~~the~~a ~~recoverability~~collateralized basis, ~~and~~over ~~classification~~a ofsimilar ~~assets~~term, oran ~~the~~amount ~~amounts~~equal ~~and~~to ~~classification of liabilities that may result from~~ the ~~possible~~lease ~~inability~~payments ofin ~~the Company to continue as~~ a ~~going~~similar ~~concern~~economic environment.

~~Note~~Basic 4-and ~~Note~~Diluted ~~Payable~~Earnings ~~Due~~Per ~~to Related Party~~Share

InEarnings ~~February~~per ofshare ~~2023,~~is ~~the~~calculated ~~Company~~in ~~borrowed~~accordance $with ASC Topic 260,~~000~~ ~~from~~Earnings ~~Sports~~Per ~~Industry~~Share. Basic earnings per share (“EPS”) is based on the weighted average number of ~~India~~common shares ~~Inc~~outstanding. ~~The~~Diluted ~~loan~~EPS ~~bears~~assumes 8%that ~~simple~~all ~~interest,~~dilutive ~~and~~securities isare ~~due~~converted. ~~and~~Dilution ~~payable~~is ~~upon~~computed by applying the ~~earlier~~treasury ofstock method. ~~the~~Under ~~completion~~this ofmethod, options and warrants are assumed to be exercised at the ~~IPO~~beginning byof the ~~Company~~period (or ~~December~~at ~~31,~~the ~~2023. As~~time of ~~September~~issuance, if 30later), ~~2023,~~and ~~there~~as ~~was~~if ~~approximately~~funds ~~$14,000~~obtained ofthereby ~~accrued~~were ~~interest~~used ~~recorded~~to ~~for~~purchase ~~this~~common ~~note~~stock ~~payable.~~at the average market price during the period.

12There ~~Table~~were of170,000 ~~Contents~~warrants outstanding at March 31, 2024 that were potentially dilutive and no potentially dilutive securities outstanding at March 31, 2023.

~~GAMER~~Recent ~~PAKISTAN~~Accounting ~~INC.~~ Pronouncements

~~NOTES~~During TO2023, ~~FINANCIAL~~the ~~STATEMENTS~~Company adopted Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments-Credit Losses. ASU 2016-13 requires organizations to measure all expected credit losses for instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is applicable for the Company’s note receivable. However, the adoption of ASU 2016-13 did not have a material impact to the Company’s consolidated financial statements.

~~For~~Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the ~~Nine~~accompanying ~~months~~consolidated ~~Ended~~financial ~~September~~statements. 30As new accounting pronouncements are issued, ~~2023~~we ~~and~~will ~~2022~~adopt ~~(unaudited)~~those that are applicable under the circumstances.

Note 53 - ~~Due~~Going toConcern ~~Related Party~~Uncertainty

~~Due~~The toCompany ~~related~~has ~~party~~an ~~represents~~accumulated ~~amounts~~deficit ~~due~~of toapproximately $3,236,000 ~~certain~~as ~~stockholders~~of March 31, 2024. ~~These~~The ~~amounts~~Company ~~are~~had ~~unsecured~~minimal revenue-generating operations from which it generated revenues through March 31, ~~payable~~2024. ~~upon~~The ~~demand~~Company ~~and~~expects ~~non-interest~~that ~~bearing~~it will operate at a loss for the foreseeable future. During October 2023, the Company raised gross proceeds of approximately $6,800,000 through its initial public offering (“IPO”), with net proceeds of approximately $5,835,000 after deducting underwriting discounts and commissions.

~~Note~~Management 6believes the net proceeds from the IPO will be sufficient to meet its cash, operational and liquidity requirements for at least 12 months after the date of this annual report. However, the Company anticipates that it will be required to raise additional funds through public or private equity financings in the future to expand its business. Should such financing not be available in that time-frame, ~~Stockholders’~~the ~~Equity~~Company might be required to reduce its activities.

~~Preferred~~While ~~Stock~~management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiate collaboration agreements thereon. 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 classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~The~~- ~~Company~~8 ~~has authorized the issuance of 10,000,000 shares of $0.0001 par value preferred stock. At September 30, 2023, there were nil shares issued and outstanding.~~-

~~Common~~Table ~~Stock~~of Contents

~~The~~Note ~~Company~~4 ~~has~~– ~~authorized~~Accounts ~~the~~Payable ~~issuance of 100,000,000 shares of $0.0001 par value common stock. At September 30, 2023, there were 23,879,319 shares issued~~ and ~~outstanding.~~Accrued Expenses

~~Note~~Accounts 7payable –and ~~Commitments~~accrued ~~and~~expenses ~~Contingencies~~consist of the following at:

Assignment and Consulting Agreement Between ESP and K2 Gamer

	March 31, 2024		December 31, 2023
Accrued professional fees	$	19,400	$	157,338
Other accrued expenses		17,620		13,126
Total	$	37,020	$	170,464

~~Pursuant~~Note to5 an– ~~Assignment~~Related ~~and~~Party Consulting Agreement effective as of January 1, 2022, ESP has assigned its esports rights under a certain Memorandum of Understanding (“MOU”) to K2 Gamer, but remains a holder of the rights. Each of ESP and K2 Gamer is entitled to the esports rights and responsible for the obligations of ESP pursuant to the MOU, but any exercise of the rights or obligations by ESP is subject to the approval of K2 Gamer. K2 Gamer has agreed to provide or cause to be provided funding necessary for the exploitation of rights and the engagement of employees and third parties authorized by K2 Gamer, as well as such compensation as is reasonably determined from time to time. The agreement shall continue until the termination of the MOU.Transactions

~~Spivak~~Note ~~Management~~Payable ~~Inc.~~Due ~~Consulting~~to ~~Agreement~~Related Party

~~Pursuant~~In toFebruary anof ~~agreement dated December 1~~2023, ~~2022,~~ the Company ~~has~~borrowed ~~agreed to pay to Spivak Management Inc. (“SMI”)~~ $~~240~~260,000 from ~~for~~Sports ~~business~~Industry ~~consulting~~of ~~services~~India ~~previously rendered by SMI~~Inc. The ~~amount~~loan isbears ~~payable~~8% ~~monthly~~simple ~~beginning~~interest, inand ~~January~~was ~~2023~~due inand anpayable ~~amount~~upon ofthe ~~$6,000~~earlier ~~per~~of ~~month,~~the ~~subject~~completion toof ~~increase~~the IPO ifby ~~another~~the ~~consultant~~Company toor K2December ~~Gamer~~31, ~~receives a greater monthly fee~~2023. ~~Furthermore,~~This ~~the~~note ~~entire~~payable ~~balance will become due~~ and ~~payable~~approximately ~~within~~$19,500 ~~ten days after any class~~ of K2interest ~~Gamer~~was ~~securities~~repaid ~~becomes~~in ~~publicly~~October ~~traded~~2023.

~~Agreement~~Due ~~with~~to ~~Face~~Related ~~Rebel, LLC~~ Parties

OnAt ~~December~~March 2931, ~~2022,~~2024 ~~the~~and ~~Company~~December ~~entered into a consulting agreement with Face Rebel~~31, ~~LLC.~~2023, todue ~~provide various services and support, including creating marketing materials~~ to ~~promote~~related parties ~~the~~represents ~~Company~~approximately ~~and educate potential business partners about the Company~~$28,000 ~~research,~~due copywriting, design & layout, photo color correction & manipulation, illustrations, revisions, and computer back-up of files. In addition, Face Rebel will assist the Company’s IP attorney with the necessary materials to ~~file~~a UScertain ~~registrations~~stockholder and ~~will~~approximately ~~assist outside vendors with artistic direction and files needed to complete their tasks. Face Rebel will receive~~ $163,000 ~~per~~due ~~month~~to ~~commencing~~certain ~~with~~Directors ~~the closing~~ of ~~the~~K2 ~~Company’s IPO~~Gamer. ~~The~~These amounts ~~agreement~~are ~~will continue until either party gives the other at least ten days’ prior written notice of termination. Face Rebel’s CEO~~unsecured, ~~Keith~~payable ~~Fredriksen,~~upon isdemand ~~Secretary~~ and anon-interest ~~director of the Company~~bearing.

13Other ~~Table~~Related ofParty ~~Contents~~Transactions

~~Kurt~~The ~~Warner~~Company’s ~~Consulting~~Chief ~~Agreement~~Executive Officer (“CEO”) is also the CEO of Pin Stripe Entertainment, Inc. (“Pin Stripe”). The Company made payments to the CEO and Pin Stripe totaling approximately $91,000 and $20,000 for the three months ended March 31, 2024 and 2023, which included compensation for services provided by the CEO to the Company in his role as an officer of the Company, board stipend payments, and certain expense reimbursements.

InThe ~~February~~Company ~~2023,~~had an agreement for Alexander Alexandrov to serve as the ~~Company~~Chief ~~entered~~Technology ~~into~~Officer anof ~~agreement~~the ~~with~~Company. ~~Kurt~~Mr. ~~Warner~~Alexandrov ~~for~~owns ~~his~~Pixel ~~assistance~~Colony, asLLC an(see ~~officer~~Note 7). Pixel Colony, ~~director~~LLC orand ~~other~~Mr. Alexandrov ~~position~~provided ~~with~~services to the Company, asduring ~~shall~~the bethree ~~mutually~~months ~~agreed~~ended March 31, ~~commencing~~2023 onand ~~the~~received ~~first~~payment offrom the ~~month~~Company ~~after~~totaling approximately ~~completion~~$4,000. ofThe agreement was terminated and the ~~IPO~~Company and ~~continuing~~Mr. ~~for~~Alexandrov ~~two~~agreed ~~years~~to ~~for~~a ~~his~~final ~~services. Mr.~~settlement ~~Warner~~for ~~will~~services ~~receive~~provided of $560,000, ~~per~~which ~~month~~is ~~for~~included ~~two~~in ~~years,~~accrued ~~commencing~~expenses ~~upon~~as ~~completion~~ of ~~the~~December ~~IPO.~~31, ~~Mr.~~2023 ~~Warner~~and iswas anpaid ~~investor~~ in ~~the~~January ~~Company~~2024.

~~Letter~~The Company also paid certain shareholders of ~~Intent~~the Company ~~with~~for ~~Nick~~consulting ~~Venezia~~and other services performed during the three months ended March 31, 2024 and 2023 totaling approximately $66,000 and $10,000, respectively.

InThe ~~February 2023, the~~ Company ~~entered~~has ~~into~~an aagreement ~~Letter of Intent~~ with ~~Nick~~Face ~~Venezia~~Rebel, ~~and~~LLC., to ~~Social~~provide ~~Outlier~~various ~~(collectively~~certain ~~“Social~~consulting ~~Outlier”)~~services. ~~pursuant~~Face toRebel’s ~~which~~CEO, ~~subject~~Keith toFredriksen, ~~the~~is ~~negotiation~~Secretary and ~~execution of~~ a ~~definitive~~director ~~agreement,~~of the Company. During ~~and~~the ~~Social~~three ~~Outlier~~months ~~would~~ended ~~form~~March ~~a new company (“Newco”) to design and implement data collection and evaluation~~31, ~~engine~~2024 and ~~platform focused on the Pakistan population. Newco would be 80% owned by the Company and 20% owned by Social Outlier~~2023, ~~and~~ the Company ~~would~~paid ~~make~~Face aRebel ~~financial~~approximately ~~commitment to Newco in the aggregate amount of~~ $~~200~~63,000, ~~payable~~and ~~in four quarterly installments of~~ $5021,000 ~~beginning~~for ~~upon~~services ~~the~~provided (see ~~latter~~Note ~~of when a definitive agreement is signed or the completion of the IPO by the Company~~7). ~~Mr. Venezia will serve as Chief Technical Data Officer of the Company on a part-time basis.~~

~~Agreement~~Muhammad ~~with~~Jamal ~~Pixel~~Qureshi ~~Colony~~is the CEO and Director of K2 Gamer and also owns approximately 5% and 7% of K2 Gamer and ESP, ~~LLC~~respectively. The Company paid ESP approximately $15,000 for services provided for the three months ended March 31, 2023. In addition, at March 31, 2024 and December 31, 2023, ESP owes K2 Gamer approximately $1,000 and $3,000, which is included in prepaid expenses and other current assets.

InRelated ~~February~~Party 2023, the Company entered into a binding MOU with Pixel Colony, LLC (“Pixel”) pursuant to which Pixel will develop and maintain the GAMER Core Platform. The “GAMER Core Platform” is a web platform that will allow the Company to create customized profiles for schools and universities with whom the Company partners. The Company plans to also use the platform to conduct championships/tournaments; host / stream online events, record/display game scores and player statistics and sell tickets and merchandise through the platform and leverage the audience and features into social interactions between the users as well and expand the platform. Pixel may utilize third party developers and hardware. Pixel will provide development services for the GAMER Core Platform, including without limitation ideation, architecture and development services and integration of third-party software. The parties will develop a mutually agreed upon set of features, budget and timeline. Pixel also will be available to provide ongoing development and maintenance to the Company under terms to be negotiated in good faith. The Company is obligated to set aside approximately $1.2 million to be deployed over a two-year period for the services of Pixel and any third-party developers. There is no minimum payment that is guaranteed. The Chief Executive Officer (“CEO”) of Pixel is Alexander Alexandrov and he has a 100% interest in this amount. Either party can terminate the agreement for cause upon 30 days prior written notice, unless the cause is cured within 30 days. Mr. Alexandrov, will serve as Chief Technical Officer of the Company on a part-time basis.Lease

~~Legal~~During 2023, K2 Gamer made an advanced rent payment of approximately $60,000 to the CEO of K2 Gamer for use of a building owned by the CEO. The rent for the building approximates $6,000 per year for the next 10 years starting in January 2024 and the advanced funds are not refundable. At December 31, 2023, approximately $54,000 of this amount was recorded in other long-term assets and $6,000 was included in prepaid expenses and other current assets. The lease commencement date was January 1, 2024 and a right-of-use asset (“ROU asset”) was created at that date for $60,000. The Company recorded lease expense of approximately $2,000 for the three months ended March 31, 2024 and the balance on the ROU asset was approximately $59,000 as of March 31, 2024.

~~From~~- ~~time~~9 to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company.-

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~~GAMER~~Note ~~PAKISTAN~~6 ~~INC.~~- Stockholders’ Equity

~~NOTES~~Preferred ~~TO FINANCIAL STATEMENTS~~Stock

~~For~~The Company has authorized the ~~Nine~~issuance ~~months~~of ~~Ended~~10,000,000 shares ~~September~~of 30$0.0001 par value preferred stock. At March 31, ~~2023~~2024, ~~and~~there ~~2022~~were ~~(unaudited)~~nil shares issued and outstanding.

~~Note~~Common ~~8 – Subsequent Events~~Stock

~~During~~The ~~October 2023, the~~ Company ~~raised~~has ~~gross~~authorized ~~proceeds~~the ofissuance ~~approximately $6,800,000 through its initial public offering (“IPO”), with net proceeds~~ of ~~approximately $5~~100,~~435,~~000 ~~after deducting underwriting discounts and commissions. In addition~~, ~~the Company issued warrants to the underwriters to purchase up to 170,~~000 shares of ~~the Company’s common stock at an exercise price of~~ $50.200001 ~~per~~par ~~share. The~~value ~~warrants~~common ~~have a term of five years~~stock. AsAt aMarch ~~result~~31, ~~of the IPO~~2024, ~~the~~there ~~Company’s~~were 25,579,319 shares ~~began~~issued ~~trading~~and ~~on the Nasdaq Capital Market~~outstanding.

~~Management~~During ~~has~~October ~~evaluated~~2023, ~~events~~the Company raised gross proceeds of approximately $6,800,000 through its initial public offering (“IPO”), with net proceeds of approximately $5,835,000 after deducting underwriting discounts and commissions. As a result of the IPO, deferred offering costs of approximately $225,000 that ~~occurred~~were incurred ~~subsequent~~in 2022 and 2023, were reclassified to stock issuance costs. In addition, the ~~end~~Company issued warrants to the underwriters (“IPO Warrants”) to purchase up to 170,000 shares of the ~~reporting~~Company’s ~~period~~common ~~and~~stock ~~there~~at an exercise price of $5.20 per share. The warrants have a term of five years. The estimated fair value of the IPO Warrants approximated $552,000. The IPO Warrants are norecorded ~~other~~as ~~subsequent~~stock issuance ~~events~~costs but the net impact to ~~report~~the Company’s equity from the issuance of these warrants is nil since these warrants are classified as equity.

15The ~~Table~~Company ofutilized ~~Contents~~the Black-Scholes option-pricing model to value the IPO Warrants issued.

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

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

Note 7 – Commitments and Contingencies

Assignment and Consulting Agreement Between ESP and K2 Gamer

Pursuant to an Assignment and Consulting Agreement effective as of January 1, 2022, ESP has assigned its esports rights under a certain Memorandum of Understanding (“MOU”) to K2 Gamer, but remains a holder of the rights. Each of ESP and K2 Gamer is entitled to the esports rights and responsible for the obligations of ESP pursuant to the MOU, but any exercise of the rights or obligations by ESP is subject to the approval of K2 Gamer. K2 Gamer has agreed to provide or cause to be provided funding necessary for the exploitation of rights and the engagement of employees and third parties authorized by K2 Gamer, as well as such compensation as is reasonably determined from time to time. The agreement shall continue until the termination of the MOU.

Spivak Management Inc. Consulting Agreement

Pursuant to an agreement dated December 1, 2022, the Company has agreed to pay to Spivak Management Inc. (“SMI”) $240,000 for business consulting services rendered by SMI, which was paid upon the commencement of the closing of the Company’s IPO, which occurred in October 2023. In addition, during the three months ended March 31, 2024, the Company utilized SMI for consulting services and paid them $100,000. There are no further obligations or commitments with SMI as of March 31, 2024.

Agreement with Face Rebel, LLC

On December 29, 2022, the Company entered into a consulting agreement with Face Rebel, LLC., to provide various services and support, including creating marketing materials to promote the Company and educate potential business partners about the Company, research, copywriting, design & layout, photo color correction & manipulation, illustrations, revisions, and computer back-up of files. In addition, Face Rebel will assist the Company’s IP attorney with the necessary materials to file US registrations and will assist outside vendors with artistic direction and files needed to complete their tasks. Face Rebel will receive $16,000 per month commencing with the closing of the Company’s IPO. The agreement will continue until either party gives the other at least ten days’ prior written notice of termination. Face Rebel’s CEO, Keith Fredriksen, is Secretary and a director of the Company.

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Kurt Warner Consulting Agreement

In February 2023, the Company entered into an agreement with Kurt Warner for his assistance, as an officer, director or other position with the Company, as shall be mutually agreed, commencing on the first of the month after completion of the IPO and continuing for two years for his services. Mr. Warner will receive $5,000 per month for two years, commencing upon completion of the IPO. Mr. Warner is an investor in the Company.

Letter of Intent with Nick Venezia

In February 2023, the Company entered into a Letter of Intent with Nick Venezia and Social Outlier (collectively “Social Outlier”) pursuant to which, subject to the negotiation and execution of a definitive agreement, the Company and Social Outlier would form a new company (“Newco”) to design and implement data collection and evaluation, engine and platform focused on the Pakistan population. Newco would be 80% owned by the Company and 20% owned by Social Outlier, and the Company would make a financial commitment to Newco in the aggregate amount of $200,000, payable in four quarterly installments of $50,000 beginning upon the latter of when a definitive agreement is signed or the completion of the IPO by the Company. Mr. Venezia will serve as Chief Technical Data Officer of the Company on a part-time basis. During the three months ended March 31, 2024 and 2023, Social Outlier did not provide any services to the Company. The Company has not executed a definitive agreement with Social Outlier.

Agreement with Pixel Colony, LLC

In February 2023, the Company entered into a binding MOU with Pixel Colony, LLC (“Pixel”) pursuant to which Pixel was to develop and maintain the GAMER Core Platform. The "GAMER Core Platform" is a web platform that would allow the Company to create customized profiles for schools and universities with whom the Company partners. The Company planned to also use the platform to conduct championships/tournaments; host / stream online events, record/display game scores and player statistics and sell tickets and merchandise through the platform and leverage the audience and features into social interactions between the users as well and expand the platform. Pixel may utilize third party developers and hardware. Pixel was to provide development services for the GAMER Core Platform, including without limitation ideation, architecture and development services and integration of third-party software. The parties will develop a mutually agreed upon set of features, budget and timeline. Pixel also was to be available to provide ongoing development and maintenance to the Company under terms to be negotiated in good faith. The Company was obligated to set aside approximately $1.2 million to be deployed over a two-year period for the services of Pixel and any third-party developers. There was no minimum payment that is guaranteed. The CEO of Pixel is Alexander Alexandrov and he has a 100% interest in this amount. Either party can terminate the agreement for cause upon 30 days prior written notice, unless the cause is cured within 30 days. Mr. Alexandrov served as Chief Technical Officer of the Company on a part-time basis. During January 2024, the Company and Mr. Alexandrov entered into a Settlement Agreement and Release of Claims that terminated the agreement with Pixel and Mr. Alexandrov. In accordance with the Settlement Agreement and Release of Claims, the Company and Mr. Alexandrov agreed to a final payment of $60,000 to Pixel for services provided under the original agreement and the original agreement has been terminated.

Legal

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

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Note 8 – General and Administrative Expense

General and administrative costs are expensed as incurred and primarily include personnel costs, public filing fees, travel expenses, contractor fees, and professional fees. During the three months ended March 31, 2024, the Company incurred the following general and administrative costs with certain vendors:

Spivak Management Inc.

The Company paid Spivak Management Inc. (“SMI”) $100,000 during the three months ended March 31, 2024 for business consulting services provided. The agreement with SMI has expired and no continuing services are being provided to the Company by SMI. See Note 7.

ST7 Investments, LLC

The Company had an agreement with ST7 Investments, LLC (“ST7”) for the development, technical support, marketing, and upgrades for certain intellectual property and paid ST7 $43,000 during the three months ended March 31, 2024. In April 2024, the Company and ST7 entered into a Settlement Agreement and Release of All Claims pursuant to which the parties separated and settled all disputes between them. Pursuant to such agreement, the Company paid $75,000 to ST7 and quitclaimed to it certain intellectual property ST7 may have acquired for the Company.

Pin Stripe

The Company paid Pin Stripe approximately $91,000 during the three months ended March 31, 2024. See Note 5.

Face Rebel, LLC

The Company paid Face Rebel, LLC approximately $63,000 during the three months ended March 31, 2024. See Note 5 and Note 7.

Note 9 – Subsequent Events

On June 4, 2024, the Staff of Nasdaq notified Gamer Pakistan Inc. (“Company”) that unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities will be delisted from The Nasdaq Stock Market for the reasons set forth below. The Company timely requested a hearing before the Panel, which hearing will be held on July 18, 204. Nasdaq has granted the Company’s request that any trading suspension or delisting action be stayed through the hearing date. Pursuant to the Nasdaq Listing Rules, the Panel may grant an additional extension period. However, there can be no assurance that the Panel will grant the Company an additional extension, or that the Company will be able to regain compliance by the end of any additional extension period.

The reason for the delisting notice is as follows:

On December 4, 2023, Nasdaq had notified the Company that the bid price of its listed security had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until June 3, 2024, to regain compliance with the Rule. The Company has not regained compliance with the Rule and is not eligible for a second 180 day period, because the Company does not meet the $5,000,000 minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market or any of the alternatives set forth under Listing Rule 5550(b).

Separately, on April 18 and May 17, 2024, the Staff notified the Company that since it failed to file the Form 10-K for the year ended December 31, 2023, and the Form 10-Q for the period ended March 31, 2024, the Company no longer met the filing requirement for continued listing on The Nasdaq Stock Market set forth under Listing Rule 5250(c)(1). In light of the foregoing and in accordance with Listing Rule 5810(c)(2)(A), the Staff cannot accept a plan to regain compliance. As such, these matters are an additional and separate basis for delisting the Company’s securities from The Nasdaq Stock Market.

On August 5, 2024, the Company’s was delisted from the Nasdaq Stock Market.

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

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

Overview

We are a development-stage interactive esports event promotion and product marketing company, founded in November 2021. Our initial focus is on creating college, inter- college, inter-university and professional esports events for men’s and women’s teams, particularly esports opportunities involving colleges and universities in Pakistan. Though creating sports opportunities involving colleges and universities in Pakistan likely will remain our primary focus for at least 12 months, thereafter, over time, we intend to expand the range of our esports offerings, expand to other markets and eventually consider live sports. We will endeavor to integrate competitive events that include our teams and leagues with regional and global teams and leagues sponsored by others, including companies formed by certain of our stockholders to promote sports, including esports, in other countries. We have not conducted any operations ourselves, but conduct our operations in Pakistan through K2 Gamer, our 90% owned subsidiary (such acquisition was entered into in November 2022 but was not approved by the SECP until July 2023), and ESP, the affiliate of K2 Gamer with whom K2 Gamer has an assignment and consulting agreement. We acquired 90% of K2 Gamer so that it could be our operating subsidiary in Pakistan. Mr. Muhammed Jamal Qureshi is an owner, ~~of K2 Gamer and ESP as well as~~ CEO and a director of K2 Gamer and ESP.

From inception in November 2021 through the present date, we have focused on having K2 Gamer and/or ESP enter into agreements with universities to undertake esports tournaments endorsed by the universities in which their students will participate, and for which the universities will provide marketing support, building the necessary infrastructure for our business, and conducting initial tournaments. The purpose of our initial tournaments was to refine our logistics and technology, demonstrate competence to universities, and provide a showcase to potential marketing partners, advertisers and other sponsors. We have not yet generated any significant income, nor has K2 Gamer or ESP.

During ~~2023~~2024, we anticipate that we will organize or co-organize approximately 12 or more tournaments. ~~During~~and ~~the balance of 2023,~~ we intend to commence solicitation of marketing partners, advertisers and other sponsors, with the goal of beginning to generate revenue thereafter. There is no assurance that we will succeed in this endeavor, achieve revenues, achieve revenues that exceed the cost of the tournaments, or generate a profit, based on our selling, general and administrative expenses.

16 Table of Contents

Recent Events

Issuance of Common Stock in IPO

During October 2023, we raised gross proceeds of approximately $6,800,000 through our initial public offering (“IPO”), with net proceeds of approximately $5,~~435~~835,000 after deducting underwriting discounts and commissions. In addition, the Company issued warrants to the underwriters to purchase up to 170,000 shares of the Company’s common stock at an exercise price of $5.20 per share. The warrants have a term of five years.

Components of Statements of Operations

Revenue and Cost of Revenue

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

General and Administrative Expenses

General and administrative expenses consist principally of ~~public~~employee ~~filing~~compensation, event marketing and development fees, ~~general~~insurance ~~operating~~expense, ~~expenses~~public listing fees, and other professional fees for consulting, legal, auditing and tax services.

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Critical Accounting Estimates

We discussed our accounting policies and significant assumptions used in our estimates in Note 2 of our audited financial statements included in the financial statements in our ~~registration~~Annual Report ~~statement~~ on Form S10-1K ~~(“Form~~for ~~S-1”),~~the ~~effective~~fiscal asyear ofended ~~September~~December 2831, 2023 (“Form 10-K”), and that disclosure should be read in conjunction with the Quarterly Report on Form 10-Q. There have been no material changes during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 to our critical accounting policies, significant judgments and estimates disclosed in our Form S10-1K.

17 Table of Contents

Results of Operations

Three ~~and Nine~~ months Ended ~~September~~March 3031, ~~2023~~2024 compared with the Three ~~and Nine~~ months Ended ~~September~~March 3031, ~~2022~~2023

The following table summarizes the results of our operations for each of the three month ~~and nine month~~ periods ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, together with the changes in those items in dollars and as a percentage:

	Three Months Ended												~~Nine months Ended~~
	September 30,						$			%			September 30,						$			%
	March 31,						$			%
	2023			2022			Change			Change			2023			2022			Change			Change
	2024			2023			Change			Change
Revenue	$	—1,932		$	—		$	—		*	*		$	—		$	—		$	—		*
Costs and expenses:
Cost of revenue		—			—			—		*	*			—			—			—		*
General and administrative		~~165~~877,~~822~~157			~~145~~77,~~763~~337			20799,~~059~~820			14**	%		~~297,405~~			~~145,838~~			~~151,567~~			~~104~~	%
Total costs and expenses		~~165~~877,~~822~~157			~~145~~77,~~763~~337			20799,~~059~~820			14**	%		~~297,405~~			~~145,838~~			~~151,567~~			~~104~~	%
Loss from operations		(~~165~~875,~~822~~225	)		(~~145~~77,~~763~~337	)		(20797,~~059~~888	)		14**	%		~~(297,405~~	)		~~(145,838~~	)		~~(151,567~~	)		~~104~~	%
Interest income/(expense)		~~(5,244~~—	)		-—			~~(5,244~~—	)	*	*			~~(13,794~~	)		-			~~(13,794~~	)	*
Net loss	$	(~~171~~875,~~066~~225	)	$	(~~145~~77,~~763~~337	)	$	(25797,~~303~~888	)		17**	%	$	~~(311,199~~	)	$	~~(145,838~~	)	$	~~(165,361~~	)		~~113~~	%

* Not meaningful

*	Not meaningful

**	Change is significantly more than 100%

General and Administrative Expenses

General and administrative expenses were approximately $~~166~~877,000 for the three months ended ~~September~~March 3031, ~~2023~~2024, compared with $~~146~~77,000 for the three months ended ~~September~~March 3031, ~~2022~~2023. The increase in general and administrative expenses was primarily driven by an increase of approximately $70230,000 in ~~public~~consulting ~~filing~~ fees, ~~offset~~$224,000 byin aprofessional, accounting ~~decrease~~and ofbusiness ~~approximately~~development fees, $42202,000 in ~~accounting~~payroll, $124,000 in public filing, board stipend and insurance fees.

General and administrative expenses were approximately $297,000 for the nine months ended September 30, 2023, compared with $146,000 for the nine months ended September 30, 2022. The increase in general and administrative expenses was primarily driven by an increase of approximately $70,000 in public filing fees, $29,000 in general operating expenses, and $82,000 in consulting and legal fees, offset by a decrease of approximately $32,000 in accounting fees.

Liquidity and Capital Resources

AsAt ~~of September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, we had cash and restricted cash ~~equivalents~~ of approximately $722,819,000 and $903,771,000, respectively.

We have financed our operations through the issuance of common stock. In October 2023, we issued 1,700,000 shares of common stock for total gross proceeds of $6,800,000 through an initial public offering (“IPO”). We received net proceeds after commissions and fees of approximately $5,~~435~~835,000.

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Funding Requirements

We believe the net proceeds of the IPO will be sufficient to meet our cash, operational and liquidity requirements for atapproximately ~~least~~18 to 24 months ~~after the date of this quarterly report~~.

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

We- ~~intend~~14 to use the net proceeds from the IPO for operating expenses, marketing, event expenses, technology development, retention of additional staff in the United States and Pakistan, working capital and general corporate purposes, including perhaps acquisitions of game licenses, technology platform agreements, data development and strategic partnerships. Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of the IPO. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations and the amount of competition we face and other operational factors. We may find it necessary or advisable to use portions of the proceeds from the IPO for other purposes.-

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

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

Because of the numerous risks and uncertainties associated with establishing a new business in Pakistan, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on many factors, including without limitation:

●

Failure of future market acceptance of our mobile esports products and services;

●

Increased levels of competition;

●

Changes in political, economic or regulatory conditions generally and in the markets in which we operate;

●

Our ability to retain and attract senior management and other key employees;

●

Other risks, including those described in the “Risk Factors” discussion.

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

Cash Flows

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

	Nine months Ended
	Three months Ended
	September 30,
	March 31,
	2023			2022
	2024			2023
Net cash provided by (used in):
Operating activities	$	(~~307~~951,~~613~~766	)	$	(~~145~~87,~~838~~024	)
Investing activities		-(680	)		-—
Financing activities		~~292,766~~—			~~604~~228,~~471~~649
Effect of exchange rate changes on cash and restricted cash		~~(2,135~~104	)		-—
Net increase (decrease) in cash and restricted cash	$	(16952,~~982~~342	)	$	~~458~~141,~~633~~625

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Operating Activities

Net cash used in operating activities increased by approximately $~~162~~865,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The increase was primarily due to an increase in general and administrative expenses of approximately $~~152~~800,000 and a decrease in accounts payable and accrued expenses of $15119,000 offset by ~~changes~~a decrease in other current assets of $550,000.

Investing Activities

We had noan immaterial amount of cash investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~September 30, 2022~~2023.

Financing activities

Net cash ~~used~~provided in financing activities ~~changed~~ decreased by approximately $~~312~~229,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The change was primarily due to approximately $~~412~~260,000 of ~~net~~ proceeds ~~received~~from ina ~~the~~related ~~nine~~party ~~months~~note ~~ended~~payable ~~September~~received ~~30,~~in ~~2022 for~~ the ~~issuance~~three ofmonths ~~common~~ended ~~stock~~March ~~and~~31, ~~collection of stock subscription receivables~~ 2023 compared to nil proceeds in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. ~~The~~This ~~additional change of approximately $100,000~~ was ~~from~~offset aby ~~net~~the ~~increase~~payment of approximately $2931,000 inof ~~proceeds~~deferred offering ~~from~~costs ~~notes~~in ~~payable~~the ~~and~~three ~~advances~~months ~~from~~ended ~~related~~March ~~party~~31, ~~offset~~2023 bycompared ato ~~decrease~~nil ofpayments ~~$71,000~~ in ~~payments~~the ofthree ~~deferred~~months ~~offering~~ended ~~costs~~March 31, 2024.

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JOBS Act

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

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

●

reduced disclosure about our executive compensation arrangements;

●

no advisory votes on executive compensation or golden parachute arrangements; and

●

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

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

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Smaller Reporting Company

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

AsAt ofMarch ~~September 30~~31, ~~2023~~2024, management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of ~~September~~March 3031, ~~2023~~2024.

At March 31, 2024, management has not completed an effective assessment of the Company’s internal controls over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework. Management has concluded that, during the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial reporting.

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1. We lack the necessary corporate accounting resources to maintain adequate segregation of duties.

2. We did not perform an effective risk assessment or monitor internal controls over financial reporting or our cyber security environment.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2023~~2024 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 61. ~~Exhibits~~Legal Proceedings.

~~The~~We ~~exhibits~~are ~~listed~~not oncurrently ~~the~~subject ~~Exhibit~~to ~~Index~~any ~~hereto~~legal ~~are~~proceedings or ~~filed~~claims, orhowever, ~~furnished~~we ~~(as~~may ~~stated~~become ~~therein)~~subject asto ~~part~~legal ofproceedings ~~this~~and ~~Quarterly~~claims ~~Report~~arising onin ~~Form~~connection ~~10-Q~~with the normal course of our business.

~~EXHIBIT~~Item 1A. ~~INDEX~~Risk Factors.

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 September 30, 2023, formatted in Extensible Business Reporting Language (iXBRL): (i) Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022, (ii) Statements of Operations (unaudited) for the nine months ended September 30, 2023 and 2022 (iii) Statement of Stockholders’ Equity (unaudited) for the nine months ended September 30, 2023 and 2022, (iv) Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 2022 and (v) Notes to Financial Statements (unaudited).
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

RISK FACTORS

*You ~~Filed~~should ~~herewith~~carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes from the risk factors previously disclosed therein, except as set forth below;

**We Inwill ~~accordance~~require ~~with~~additional ~~SEC~~financing ~~Release~~in ~~33-8238,~~order to ~~Exhibits~~implement ~~32.1~~ and ~~32.2~~execute ~~are~~our ~~furnished~~business plan, and ~~not~~we ~~filed~~cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

22At ~~Table~~March 31, 2024, we had a cash and restricted cash balance of ~~Contents~~approximately $2,819,000. While management estimates this amount is sufficient to continue with operating activities over the next 12 months, we likely will need to raise additional capital to fund our operations while we implement and execute our business plan and expand our business.

~~SIGNATURES~~We currently do not have any contracts or commitments for additional financing. Any future equity financing may involve substantial dilution to existing shareholders. There can be no assurance that such additional capital will be available on a timely basis, or on terms acceptable to the Company. If adequate funds are not available or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage of strategic acquisitions or investment opportunities or respond to competitive pressures. Such inability to obtain additional financing when needed could have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and prospects.

~~Pursuant~~If towe raise additional funds by issuing equity or convertible debt securities, we will reduce the ~~requirements~~percentage ownership of ~~the~~our ~~Securities~~then-existing ~~Exchange~~stockholders, ~~Act~~and the holders of ~~1934~~those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing stockholders and/or note holders. Additionally, future sales of a substantial number of shares of our Common Stock or other equity-related securities could depress the ~~registrant~~market ~~has~~price ~~duly~~of ~~caused~~our ~~this~~Common ~~report~~Stock in the public market, and could impair our current or future ability to beraise ~~signed~~capital through onthe ~~its~~sale ~~behalf~~of byadditional equity or equity-linked securities or the ~~undersigned~~sale ~~thereunto~~of ~~duly~~debt. ~~authorized~~We cannot predict the effect that future sales of our Common Stock or other equity-related securities would have on the market price of our Common Stock.

	GAMER PAKISTAN INC.
DATE: November 20, 2023	By:	/s/ James Knopf
		James Knopf
		Chief Executive Officer
	GAMER PAKISTAN INC.
DATE: November 20, 2023	By:	/s/ Hemant Jain
		Hemant Jain
		Chief Financial Officer

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23Table of Contents

Item 6. Exhibits.

The exhibits listed on the Exhibit Index hereto are filed or furnished (as stated therein) as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

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 March 31, 2024, formatted in Extensible Business Reporting Language (iXBRL): (i) Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023, (ii) Statements of Operations (unaudited) for the three months ended March 31, 2024 and 2023 (iii) Statement of Stockholders’ Equity (unaudited) for the three months ended March 31, 2024 and 2023, (iv) Statements of Cash Flows (unaudited) for the three months ended March 31, 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).

*	Filed herewith.

**	Furnished 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.

	GAMER PAKISTAN INC.

DATE: August 9, 2024	By:	/s/ James Knopf
		James Knopf
		Chief Executive Officer

	GAMER PAKISTAN INC.

DATE: August 9, 2024	By:	/s/ Jerry J. Goldstein
		Jerry J. Goldstein
		Interim Chief Financial Officer

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Filing Compare · Gamer Pakistan Inc