UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the fiscal quarter ended June 30, 2025

☐ 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: 001-41458

MOBILE GLOBAL ESPORTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86-2684455
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

500 Post Road East Westport, Connecticut		06880
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (872) 300-6671

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		MGAM		OTC Pink Sheets

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 ☒

As of August 12, 2025, there were 47,541,503 shares of the registrant’s common stock outstanding.

MOBILE GLOBAL ESPORTS INC.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (unaudited)	1
	Condensed Balance Sheets as of June 30, 2025 and December 31, 2024	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	2
	Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

Part II. Other Information

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 6.	Exhibits	18

	Signatures	19

Cautionary Note Regarding Forward-Looking Statements

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 forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this Quarterly Report. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

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, 2024. 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.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

MOBILE GLOBAL ESPORTS INC.

Condensed Balance Sheets

		June 30,			December 31,
		2025			2024
	Note	(unaudited)			(audited)

Assets

Current assets:
Cash		$	595,476		$	928,619
Prepaid expenses			101,137			137,094

Total current assets			696,613			1,065,713

Software in progress			40,000			-
Other long-term assets			-			15,606

Total assets		$	736,613		$	1,081,319

Liabilities

Current liabilities:
Accounts payable and accrued expenses	3	$	152,331		$	82,078
Notes payable	4		87,566			-

Total current liabilities			239,897			82,078

Commitments and contingencies	7

Stockholders’ equity	6

Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding			-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 46,541,503 and 27,936,503 shares issued and outstanding			4,654			2,793
Additional paid-in capital			11,989,314			11,660,365
Accumulated deficit			(11,474,918	)		(10,642,727	)
Accumulated other comprehensive loss			(6,763	)		(6,322	)

Total stockholders’ equity - Mobile Global Esports Inc.			512,287			1,014,109
Non-controlling interest			(15,571	)		(14,868	)
Total stockholders’ equity			496,716			999,241
Total liabilities and stockholders’ equity		$	736,613		$	1,081,319

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

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Operations (Unaudited)

For the three and six months ended June 30, 2025 and 2024

		Six Months			Six Months			Three Months			Three Months
		Ended			Ended			Ended			Ended
	Note	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Revenue		$	1,564		$	-		$	-		$	-

Cost of revenue			-			-			-			-

Gross profit			1,564			-			-			-

Operating expenses:
Research and development expenses			-			-			-			-
Selling, general and administrative expenses			845,525			1,114,199			447,378			496,585
Total operating expenses			845,525			1,114,199			447,378			496,585

Loss from operations			(843,961	)		(1,114,199	)		(447,378	)		(496,585	)

Interest income			27			177			6			48
Interest expense			(1,826	)		(1,430	)		(1,826	)		(288	)
Gain on sale of property and equipment			12,866			-			-			-

Net loss before income taxes			(832,894	)		(1,115,452	)		(449,198	)		(496,825	)

Income tax expense			-			-			-			-

Net loss		$	(832,894	)	$	(1,115,452	)	$	(449,198	)	$	(496,825	)

Net loss - non-controlling interest		$	(703	)	$	(3,565	)	$	(809	)	$	(2,184	)
Net loss attributable to Mobile Global Esports Inc.		$	(832,191	)	$	(1,111,887	)	$	(448,389	)	$	(494,641	)

Net loss per share attributable to common stockholders, basic and diluted		$	(0.02	)	$	(0.05	)	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding, basic and diluted			41,793,575			21,214,048			45,459,085			21,236,503

Comprehensive loss:
Net loss			(832,894	)		(1,115,452	)		(449,198	)		(496,825	)
Unrealized gain (loss) on foreign currency translation			(441	)		3,071			(803	)		3,370

Total comprehensive loss		$	(833,335	)	$	(1,112,381	)	$	(450,001	)	$	(493,455	)
Comprehensive loss attributable to non-controlling interest			(703	)		(3,565	)		(809	)		(2,184	)
Comprehensive loss - Mobile Global Esports Inc.			(832,632	)		(1,108,816	)		(449,192	)		(491,271	)

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

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Stockholders’ Equity (Unaudited)

For the three and six months ended June 30, 2025 and 2024

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

Balance, December 31, 2024		27,936,503	$	2,793	$	11,660,365	$	(10,642,727	)	$	(6,322	)	$	(14,868	)	$	999,241

Issuance of common stock for services		16,225,000		1,623		114,427		-			-			-			116,050

Other comprehensive gain		-		-		-		-			362			-			362

Net loss		-		-		-		(383,802	)		-			106			(383,696	)

Balance, March 31, 2025 (unaudited)		44,161,503		4,416		11,774,792		(11,026,529	)		(5,960	)		(14,762	)		731,957

Issuance of common stock for services		1,500,000		150		80,350		-			-			-			80,500

Issuance of common stock with warrants		420,000		42		104,958		-			-			-			105,000

Issuance of common stock with notes payable		460,000		46		29,214		-			-			-			29,260

Other comprehensive loss		-		-		-		-			(803	)		-			(803	)

Net loss		-		-		-		(448,389	)		-			(809	)		(449,198	)

Balance, June 30, 2025 (unaudited)		46,541,503	$	4,654	$	11,976,814	$	(11,474,918	)	$	(6,763	)	$	(15,571	)	$	496,716

Balance, December 31, 2023		21,191,593	$	2,119	$	11,427,419	$	(8,322,769	)	$	(3,032	)	$	(6,531	)	$	3,097,206

Fair value of warrants issued for services		-		-		46,480		-			-			-			46,480

Other comprehensive loss		-		-		-		-			(300	)		-			(300	)

Net loss		-		-		-		(617,246	)		-			(1,381	)		(618,627	)

Balance, March 31, 2024 (unaudited)		21,191,593		2,119		11,473,899		(8,940,015	)		(3,332	)		(7,912	)		2,524,759

Fair value of warrants issued for services		-		-		46,480		-			-			-			46,480

Issuance of common stock		44,910		4		7,496		-			-			-			7,500

Other comprehensive loss		-		-		-		-			3,370			-			3,370

Net loss		-		-		-		(494,641	)		-			(2,184	)		(496,825	)

Balance, June 30, 2024 (unaudited)		21,236,503	$	2,123	$	11,527,875	$	(9,434,656	)	$	38		$	(10,096	)	$	2,085,284

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

MOBILE GLOBAL ESPORTS INC.

Condensed Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2025 and 2024

	Six months ended
	June 30, 2025			June 30, 2024
	unaudited			unaudited

Cash flows from operating activities

Net loss	$	(832,894	)	$	(1,115,452	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		196,550			7,500
Amortization of debt discount		1,826			-
Depreciation		-			5,304
Fair value of warrants issued for services		-			92,960
Amortization of right of use assets		-			27,160
Changes in operating assets and liabilities:
Prepaid expenses		35,994			42,110
Other assets		15,516			(4,544	)
Accounts payable and accrued expenses		70,388			(62,463	)
Operating lease liabilities		-			(27,106	)

Net cash used in operating activities		(512,620	)		(1,034,531	)

Cash flows from investing activities

Advances to suppliers for software		(40,000	)		-
Payments for property and equipment		-			(40,574	)

Net cash used in investing activities		(40,000	)		(40,574	)

Cash flows from financing activities

Issuance of common stock with warrants		105,000			-
Issuance of notes payable		115,000
Repayment of note payable		-			(65,040	)

Net cash provided by financing activities		220,000			(65,040	)

Effect of exchange rate changes on cash		(523	)		(1,070	)

Net decrease in cash		(333,143	)		(1,141,215	)

Cash as of beginning of period		928,619			3,174,703

Cash cash as of end of period	$	595,476		$	2,033,488

Supplemental disclosure of cash flow information

Right of use assets obtained on operating lease commencement	$	-		$	24,634

Warrants issued with notes payable	$	29,260		$	-

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

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Note 1 – Organization and Basis of Presentation

Organization

Mobile Global Esports Inc. (“MOGO Inc” or “MGAM”) was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed its name to Mobile Global Esports Inc. on April 21, 2021. During July 2022, MOGO Esports Private Limited (“MOGO Pvt Ltd”) was established and incorporated in India. During June 2025, MOGO Pvt LTD was determined to have no value and was removed from MOGO Inc.’s records. Also, during June 2025, MGAM announced the beta launch of its flagship product, Dominus Sports, integrated with PUHZL, MGAM’s proprietary artificial intelligence platform. Dominus Baseball is the first product that has been developed by MGAM. Dominus introduces true-to-life simulation gameplay by turning live sports data into full 9-inning box scores using MGAM’s proprietary algorithms. The platform supports collaborative, role-based team ownership, enabling groups of users to manage teams as owners, scouts, coordinators, and general managers in a dynamic, strategic environment. PUHZL uses a combination of deterministic modeling and predictive modeling to drive in-app conversions, delivering personalized suggestions, adaptive chat experiences, and intelligent alerts that evolve with each user’s behavior.

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Interim financial statements

The 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 three and six months ended June 30, 2025 are not necessarily indicative of the results expected for the year ending December 31, 2025.

Liquidity and Going Concern

The Company’s operations are subject to certain risks and uncertainties, including, among others, the Company’s need for additional financing, the ability to attract mobile esports users and viewers to the Company’s offerings, the challenges of establishing a business in India, and reliance on key members of management.

The accompanying financial statements have been prepared on the basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has a limited operating history, has incurred operating losses to date, and expects to incur operating losses for the foreseeable future. In addition, the Company has had significant management turnover in the past year and has significantly decreased its operational activity in India, which could negatively impact the Company’s ability to achieve its strategic direction. Furthermore, the Company may be unable to generate significant revenue within the next year or generate sufficient cash flows to continue its operations. The Company has a new Chief Executive Officer and is working with other consultants and its board of directors to operate the Company. Management believes the current team has the necessary experience to achieve its goals.

The Company has approximately $595,000 of cash and an accumulated deficit of approximately $11,475,000 as of June 30, 2025. Management believes that the Company will need to raise additional capital to continue to operate for the next 12 months from the date of the issuance of the consolidated financial statements. The failure of the Company to raise additional capital and achieve its business objectives could have a material adverse effect on the Company’s results of operations. These conditions, among other factors, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated 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 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, 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 consolidated financial statements include the valuation allowance on deferred tax assets and the estimated value of warrants issued for services.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, amounts held in escrow and all highly-liquid debt instruments with original maturities of three months or less. At June 30, 2025 and December 31, 2024, the Company did not have any cash equivalents.

Software in progress

The Company capitalizes internal-use software based on the guidance in Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The Company expenses costs during the preliminary project stage and capitalizes costs incurred during the application development stage until the software is substantially complete and ready for its intended use. Once the internal-use software is ready for its intended use, costs associated with training and routine maintenance are expensed as incurred. Significant enhancements and ugrades to the software are capitalized provided it is probably that these expenditures will result in additional functionality.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and accounts payable, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. 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:

●

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

●

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

●

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

The Company analyzes all financial instruments with features of both liabilities and equity under Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The Company has determined that the warrants issued to date are freestanding financial instruments that are properly classified as equity.

At June 30, 2025 and December 31, 2024, the Company did not identify any assets or liabilities required to be presented on the balance sheet at fair value.

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.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Revenue

The 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:

	●	Step 1: Identify the contract with the customer

	●	Step 2: Identify the performance obligations in the contract

	●	Step 3: Determine the transaction price

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

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

In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each distinct promised good or service.

If a good or service 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.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Variable consideration is included in the transaction price only to the 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 payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price.

Revenue is 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.

During the six months ended June 30, 2025, the Company received approximately $1,600 of revenue from prize money earned from teams that it sponsored for certain Esports competitions.

Income Taxes

The Company 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.

Under ASC 740, 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.

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Segments

The Company has one reportable segment, which is the development of esports. At June 30, 2025 and December 31, 2024, 89.7% and 85.4% of the Company’s consolidated total assets are located within the United States of America.

Recent Accounting Pronouncements

During 2023, the FASB issued ASU No. 2023-09, Income Taxes. ASU No. 2023-09 amends income tax disclosures to provide information to better asses how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance requires the entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company has adopted the provisions of ASU No. 2023-09 and the adoption did not have a material impact on the Company.

During 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280). ASU No. 2023-07 was issued to improve the disclosures about a public entity’s reportable segments and requires more detailed information about a reportable segment’s expenses. The primary focus of ASU No. 2023-07 is enhanced disclosures about significant segment expenses. The guidance is applicable and effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted the provisions of ASU No. 2023-07 and the adoption did not have a material impact on the Company.

Note 3 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of:

	June 30, 2025		December 31, 2024
Accounts payable	$	60,956	$	69,188
Accrued consulting and professional fees		91,375		-
Other accrued expenses		-		12,890
Total	$	152,331	$	82,078

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Note 4 – Notes Payable

During June 2025, the Company entered into several note payable agreements totaling $115,000. The principal and interest (at 6% per annum) will be due and payable in June 2026. Each holder of a note payable also received shares of common stock equal to the principal amount of the note payable divided by $0.25 upon issuance of the respective note payable. There were 460,000 shares of common stock issued with the notes payable at a value of approximately $29,000. The value of the common stock issued was recorded as a debt discount on the notes payable and is amortized to interest expense over the term of the notes payable on a straight-line basis, which is not materially different from the effective interest method. The common shares issued contain certain time restrictions on when they can be sold by the recipient.

Note 5 – Related Party Transactions

During the three and six months ended June 30, 2025, the Company made payments of approximately $72,000 and $227,000, respectively, to certain stockholders for consulting services provided to the Company, which included payments to the Chief Executive Officer, Chief Operating Officer and a board member. In addition, during the three and six months ended June 30, 2025, the Company issued 1,500,000 and 16,125,000 shares of common stock valued at approximately $81,000 and $184,000, respectively, to various consultants for services provided.

During the three and six months ended June 30, 2025 and 2024, the Company incurred a total of nil and $13,000, and $30,000 and $60,000, respectively, for the quarterly board stipend payable to the Board of Directors for services provided. During the six months ended June 30, 2025, the Company issued 1,600,000 shares of common stock valued at approximately $13,000 for payment of the board stipend.

During the three and six months ended June 30, 2024, the Company paid a stockholder $12,000 and $24,000, respectively, for consulting services.

During May 2024, the Company repaid $62,000, which was loaned to the Company by the Company’s Chief Executive Officer (“CEO”) and another stockholder.

Note 6 – Stockholders’ Equity

Preferred Stock

The Company has authorized the issuance of 10,000,000 shares of $0.0001 par value preferred stock. At June 30, 2025 and December 31, 2024, there were nil shares issued and outstanding.

Common Stock

The Company has authorized the issuance of 100,000,000 shares of $0.0001 par value common stock. At June 30, 2025 and December 31, 2024, there were 46,541,503 and 27,936,503 shares issued and outstanding.

During June 2025, the Company issued 420,000 shares of common stock with warrants to purchase up to 420,000 shares of common stock (“2025 Warrants”) at an exercise price of $0.26 per share through a private stock offering. The total purchase price was $0.25 per share and warrant. The Company recorded the value of the common stock with warrant in common stock and additional-paid-in capital.

Warrants

At June 30, 2025, the Company had the following warrants outstanding:

	Outstanding		Ex Price		Exercisable		Ex Price
2021 Consultant Warrants		1,000,000	$	1.00		1,000,000	$	1.00
IPO Warrants		172,500	$	6.60		172,500	$	6.60
PIPE Warrants		1,886,793	$	2.90		1,886,793	$	2.90
Placement Agent Warrants		339,623	$	2.92		339,623	$	2.92
2025 Warrants		420,000	$	0.26		420,000	$	0.26
2023 Consultant Warrants		170,000	$	3.00		170,000	$	3.00
Total Warrants		3,988,916				3,988,916

MOBILE GLOBAL ESPORTS INC.

NOTES TO FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Note 7 – Commitments and Contingencies

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.

Note 8 – Selling, General and Administrative Expense

Selling, general and administrative costs are expensed as incurred and primarily include consultant costs in the U.S. and India, public filing fees, travel expenses, and professional fees.

Note 9 – Net Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted-average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of warrants that are computed using the treasury stock method.

At June 30, 2025 and December 31, 2024, there were 3,988,916 warrants outstanding. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for all periods presented.

Note 10 – Subsequent Events

During July 2025 and August 2025, the Company issued 1,000,000 shares of common stock to various consultants at a total fair value of approximately $185,000.

During August 2025, the Company issued convertible promissory notes (“Notes”) in the principal amount of $283,000. The Notes bear interest at 10% per annum and have a maturity date of May 30, 2026. In addition, the Notes are convertible into the Company’s common stock beginning six (6) months after issuance at a conversion price equal to 65% multiplied by the Market Price. Market Price means the average of the three (30) lowest trading prices of the common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Notes may be prepaid by the Company at 120% beginning on the date of issuance until ninety (90) days following the issuance date and 125% beginning on the ninety first (91^st) days following the issuance date and ending one hundred eighty (180) days following the issuance date.

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

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 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

Mobile Global Esports Inc. (“MOGO Inc”) was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed its name to Mobile Global Esports Inc. on April 21, 2021. During July 2022, MOGO Esports Private Limited (“MOGO Pvt Ltd”) was established and incorporated in India. During June 2025, MOGO Pvt LTD was determined to have no value and was removed from MOGO Inc.’s records. Also, during June 2025, MGAM announced the beta launch of its flagship product, Dominus Sports, integrated with PUHZL, MGAM’s proprietary artificial intelligence platform. Dominus Baseball is the first product that has been developed by the MGAM. Dominus introduces true-to-life simulation gameplay by turning live sports data into full 9-inning box scores using MGAM’s proprietary algorithms. The platform supports collaborative, role-based team ownership, enabling groups of users to manage teams as owners, scouts, coordinators, and general managers in a dynamic, strategic environment. PUHZL uses a combination of deterministic modeling and predictive modeling to drive in-app conversions, delivering personalized suggestions, adaptive chat experiences, and intelligent alerts that evolve with each user’s behavior.

Components of Statements of Operations

Revenue and Cost of Revenue

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

Selling, General and Administrative Expenses

General and administrative expenses consist principally of consultant costs in the U.S. and India, public filing fees, travel expenses, and professional fees.

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 our 2024 Form 10K, 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 six months ended June 30, 2025 to our critical accounting policies, significant judgments and estimates disclosed in our Form 10K.

Results of Operations

Three and Six months Ended June 30, 2025 compared with the Three and Six months Ended June 30, 2024

The following table summarizes the results of our operations for the three and six months ended June 30, 2025 and 2024, together with the changes in those items in dollars and as a percentage:

	Three Months Ended												Six Months Ended
	June 30,						$			%			June 30,						$			%
	2025			2024			Change			Change			2025			2024			Change			Change
Revenue	$	—		$	—		$	—			*		$	1,564		$	—		$	1,564			*
Costs and expenses:
Cost of revenue		—			—			—			*			—			—			—			*
General and administrative		447,378			496,585			(49,207	)		(10	)%		845,525			1,114,199			(268,674	)		(24	)%
Total costs and expenses		447,378			496,585			(49,207	)		(10	)%		845,525			1,114,199			(268,674	)		(24	)%
Loss from operations		(447,378	)		(496,585	)		49,207			10	%		(843,961	)		(1,114,199	)		270,238			24	%
Other income/(expense), net		(1,820	)		(240	)		(1,580	)		**			11,067			(1,253	)		12,320			**
Net loss	$	(449,698	)	$	(496,825	)	$	47,627			10	%	$	(832,894	)	$	(1,115,452	)	$	282,558			25	%

Not meaningful

Significantly more than 500%

General and Administrative Expenses

General and administrative expenses were approximately $447,000 for the three months ended June 30, 2025, compared with $497,000 for the three months ended June 30, 2024. The decrease in general and administrative expenses was primarily driven by an increase of approximately $92,000 in consulting expense offset by decreases of $40,000 in legal and accounting fees and $115,000 in expenses incurred by MOGO Pvt Ltd as the Company shut down its office in India.

General and administrative expenses were approximately $845,000 for the six months ended June 30, 2025, compared with $1,114,000 for the six months ended June 30, 2024. The decrease in general and administrative expenses was primarily driven by an increase of approximately $234,000 in consulting expense offset by decreases of $179,000 in legal and accounting fees, $94,000 in board fees and US payroll and $224,000 in expenses incurred by MOGO Pvt Ltd as the Company shut down its office in India.

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024, we had cash of approximately $595,000 and $929,000, respectively.

We have financed our operations through the issuance of common stock and common stock with warrants. In July 2022, we issued 1,725,000 shares of common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). We received net proceeds after commissions, fees and expenses of approximately $5,465,000. In September 2022, we issued 1,886,793 shares of common stock along with 1,886,793 warrants, for total gross proceeds of $5,000,001 through a private equity placement (“PIPE”). We received net proceeds after commissions, fees and expenses of approximately $4,422,000.

Funding Requirements

We believe we may need to raise additional funding to meet our cash, operational and liquidity requirements for at least 12 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 and the PIPE. Accordingly, our management will have broad discretion in the application of these proceeds.

We intend to use the net proceeds from the IPO and the PIPE for operating expenses, marketing, event expenses, streaming, retention of additional staff in the United States and India, 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 and the PIPE. 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 and the PIPE for other purposes.

Our future funding requirements will depend on many factors, including:

●

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:

	Six months Ended
	June 30,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(512,620	)	$	(1,034,531	)
Investing activities		(40,000	)		(40,574	)
Financing activities		220,000			(65,040	)
Effect of exchange rate changes on cash		(523	)		(1,070	)
Net decrease in cash	$	(333,143	)	$	(1,141,215	)

Operating Activities

Net cash used in operating activities decreased by approximately $522,000 for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decrease was primarily due to a decrease in net loss of approximately $283,000 and an increase in non-cash expenses for stock and warrants issued for services of $96,000 offset by a change in operating assets and liabilities of $143,000.

Investing Activities

Net cash used in investing activities was unchanged for the six months ended June 30, 2025 compared with the six months ended June 30, 2024.

Financing activities

Net cash used in financing activities increased by approximately $285,000 for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The change was due to an increase if financing raised from the issuance of notes payable and common stock with warrants totaling $220,000 offset by a decrease in payments on the note payable of $65,000 for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

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.

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

As of June 30, 2025, 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 quarterly 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.

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 June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

We are not currently subject to any legal proceedings or claims, however, we may become subject to legal proceedings and claims arising in connection with the normal course of our business.

Item 1A. Risk Factors.

RISK FACTORS

We will require additional financing in order to implement and execute our business plan, and we cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

As of June 30, 2025, we had a cash balance of approximately $595,000. We believe we may need to raise additional funding to meet our cash, operational and liquidity requirements to continue operating for at least 12 months after the date of this quarterly report.

We have obtained some additional financing during the three months ended June 30, 2025 and subsequently. However, we continue to seek additional financing and 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. Any future equity financing may involve substantial dilution to existing shareholders.

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage ownership of our then-existing stockholders, and the holders of 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 market price of our Common Stock in the public market, and could impair our current or future ability to raise capital through the sale of additional equity or equity-linked securities or the sale of debt. 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.

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 Mobile Global Esports Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Extensible Business Reporting Language (iXBRL): (i) Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024, (ii) Statements of Operations (unaudited) for the three and six months ended June 30, 2025 and 2024, (iii) Statements of Cash Flows (unaudited) for the three and six months ended June 30, 2025 and 2024 and (iv) Notes to Financial Statements (unaudited).
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

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.

	MOBILE GLOBAL ESPORTS INC.

DATE: August 14, 2025	By:	/s/ Brett Rosin
		Brett Rosin
		Director and Chief Executive Officer

	MOBILE GLOBAL ESPORTS INC.

DATE: August 14, 2025	By:	/s/ Mark J. Keeley
		Mark J. Keeley
		Chief Financial Officer Consultant

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Mobile Global Esports, Inc. 10-Q