Game Your Game Inc. 10-Q

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. We identified the following deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses related to our financial reporting as of December 31, 2024: (i) lack of adherence to formal policies and procedures; (ii) insufficient risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; (iii) insufficient design and implementation of effective controls to achieve complete and accurate financial reporting and disclosures, including documented controls over the preparation and review of journal entries, account reconciliations and income taxes; and (iv) insufficient resources to appropriately address technical accounting considerations, such as having enough trained accounting and finance personnel. To address each of these material weaknesses, as of December 31, 2025, we implemented measures designed to improve our internal controls over financial reporting. Specifically, we: (i) formalized accounting policies, procedures and review controls relating to the financial close and reporting process, including standardized balance sheet reconciliation and financial statement review procedures; (ii) documented account reconciliation preparation and review controls, including designated preparer and reviewer responsibilities for significant accounts; (iii) enhanced controls and review procedures relating to journal entries, account reconciliations, technical accounting analyses and financial statement disclosures; (iv) enhanced management review controls and implemented appropriate segregation of duties where possible, and enhanced compensating controls in areas where full segregation is not economically feasible, to ensure the initiation, custody, and recording of transactions are adequately controlled; (v) expanded the involvement and oversight of accounting personnel with public company reporting and technical accounting experience; and (vi) engaged third party consultants and advisors with SEC reporting and technical accounting expertise. 47 We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal accounting and financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Management's evaluation of the effectiveness of our internal control over financial reporting was based on the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon that evaluation, and because of the material weaknesses described above, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level. Changes in Internal Control over Financial Reporting Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. We previously identified certain deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses related to our financial reporting as of December 31, 2024, as described above. We have since designed and implemented measures intended to address these material weaknesses. However, because these measures have not yet been in operation for a sufficient period of time to allow management to complete effectiveness testing, we are not yet able to conclude that the material weaknesses have been fully remediated. As a result, the material weaknesses will continue to be considered outstanding until such testing is complete and management has concluded that the measures are operating effectively. As such, other than the ongoing testing and implementation of the measures referenced above, there were no other changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The process of designing and implementing an effective accounting and financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain an accounting and financial reporting system that is adequate to satisfy our reporting obligations. As we continue to test and evaluate our remediation measures, we may determine to take additional actions or modify certain of the measures referenced above in order to further enhance our internal control over financial reporting. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to fully remediate the identified material weaknesses or to avoid potential future material weaknesses. Limitations on Effectiveness of Controls and Procedures Our management, including our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal accounting and financial officer), does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 48 PART II - OTHER INFORMATION