Ultimax Digital, Inc., a Delaware corporation, was incorporated on April 26, 2018 under the name Ultimas, Inc., to solve some of the most significant problems facing video game developers desiring to implement the capability to offer in-game purchases in their video game. In 2020, we pivoted our focus to the publishing of video games and in 2021, we increased our focus to include the development of a Non-Fungible Token marketplace and technology infrastructure to allow other video game developers the ability to add in-game NFT minting by game players. We aim to combine element of a video game studio/publisher (“Ultimax Game Studio”), a marketplace for Non-Fungible Tokens (“Ultimax NFT Marketplace”), an NFT creation middleware developer (“Ultimax NFT Toolkit”), and an NFT studio which produces NFTs to sell in our Ultimax NFT Marketplace (“Ultimax NFT Studio”), and a payment processing platform. We believe that we will offer significant exposure to the rapidly growing and potentially transformative video game and NFT markets, while mitigating downside risk via our diversified model. Leveraging our different elements, we look to cultivate and manage our various business components with the goal of leveraging collaboration and joint go-to-market strategies, such as our planned joint launch of our Ultimax NFT Marketplace and our new free to play video game called StoneHold. While the video game industry is mature in sense that it employs customary business models and revenue strategies, the NFT industry is an early-stage industry with nascent markets, business strategies and revenue models. We believe that the NFT industry has significant growth potential, and that our NFT platform and ecosystem will create an important competitive advantage. The Company had no revenue in 2020 and in 2021. As a result, management and our auditors have concluded that our historical recurring losses from operations and unstable cash flows from operations raise substantial doubt about our ability to continue as a going concern. Ultimax Game Studio The Ultimax Game Studio is focused on game acquisition and re-development. Our Game Studio strategy is to mitigate the risks associated with video game development by acquiring fully developed or nearly completed, high-quality video games from distressed development studios. By doing so, we seek to dramatically reduce the cost of game development and time to market, and reduce the risks associated with market acceptance. In selecting games to acquire, we also seek to balance the “hit” potential of premium games with the steady, substantial revenue opportunities of Free to Play (F2P) games. There are two major advantages to this strategy. First, we are able to leverage the millions of dollars spent by the original studios by acquiring rights for a fraction of the amounts already spent on development. This greatly reduces the substantial, open ended financial risks associated with game development. Second, we are able to review the quality and appeal of a game before acquiring the rights. This reduces the risk that after years of development, a game is not fun, playable or appealing, something that has occurred many times over the history of the video game industry. Simply stated, we are able to evaluate the “hit potential” of a game by actually playing it rather than just looking at pre-development storyboards. Finally, time to market for acquired games is dramatically reduced from years to only six months to a year. Our experienced team of video game industry veterans has successfully acquired the publishing rights to two high-quality, franchise video games We have successfully launched our first game, Geminose, on a worldwide basis. Our second game, StoneHold is now available in a public beta version on the Gamers First platform and will be more widely launched in the first quarter of 2023. Geminose Our first game brought to market is named Geminose - Animal Popstars (“Geminose”), a delightful kids game for the Nintendo Switch, featuring ten international animal musicians and 20 original songs. Geminose is rated E for Everyone by the Entertainment Software Ratings Bureau and aimed at kids 5 to 12 years of age. The game is priced at $39.99 (US). Geminose is sold through two separate retail channels. A packaged version of the game is sold through U & I Entertainment, an establish video game wholesale distributer with worldwide reach. As distributors, U & I Entertainment is responsible for all effort and expense associated with duplicating copies of the game on to cartridges purchased from Nintendo, creating packaging, assembling product, warehousing of product, obtaining purchase orders from retailers, shipping product to retailers and collecting payment from retailer. U & I Entertainment has successfully placed Geminose - Animal Popstars into retailers including Amazon, Target, Walmart and GameStop in the United States, and Game.co, Argos, E.Leclerc, Micromania, Cultura, Media Market, Game.es, FNAC, Xtralife, 4u2Play, Proshop and Gamezone in the EU. A download only copy of Geminose is sold by Nintendo worldwide on its eShop. Nintendo handles all aspects of product download, including collecting credit card payment and payment processing. StoneHold Our second game, StoneHold, is a Free to Play (F2P), multiplayer (two teams of up to five players each), fantasy game in the genre known as a Multiplayer Online Battle Arena (MOBA). We acquired the publishing rights to StoneHold (originally called, Tantra Rumble) from its original developer, Susper S.A, which lacked the resources to complete development and launch the game. In preparation for launch, we changed the name of the game from Tantra Rumble to StoneHold and have been working with our development studio partner Little Orbit, to make substantial improvement to game quality including the re-design of characters, animations, mythology, playability, tone, artwork and theme. Stonehold is now available in a public beta version on the Gamers First platform and will be more widely launched in the first quarter of 2023. Ultimax NFT Marketplace Non-Fungible Tokens or “NFTs” are a rapidly growing use of blockchain technology to securely record the ownership of digital assets, such as, digital art. NFTs have been covered extensively by the media, including a feature article about the use of NFTs in selling artwork that appeared in the New York Times Magazine on May 12, 2021. Based upon our experience with developing both retail products and middleware technologies, we have devised an NFT business strategy that has both retail and underlying infrastructure components in a way that is analogous to and which intersects with our video game retail and infrastructure offering. Our retail NFT strategy mimics the age old trading card model and we are actively designing and developing the Ultimax NFT Marketplace for original sales of NFTs. The Marketplace will allow Ultimax and third party content owners to create NFT-based trading cards for characters in their video games, and in the case of artists and comic book publishers, NFTs based upon their art and characters. While other current NFT ventures are implementing Sotheby-type auctions for NFTs, we believe that strategy will produce hit or miss results, leaning heavily towards miss and making it hard to both predict and sustain revenue. Instead, we are focused on introducing digital collectibles to a wider audience, in a way that is reminiscent of the way concert tickets are sold. The NFT Marketplace is set to launch in the first quarter of 2023. Our NFT Content Strategy There is currently an onrush of NFT market competitors trying to license content for issuance as NFTs. We are engaged in this process as well and are continually trying to identify licensable content which will fit our Ultimax NFT Marketplace strategy. However, unlike competitors, our business model will not rise or fall with signing content licensing deals. Our content strategy has two additional legs—our own proprietary content from our own video games and content funneled to our Ultimax NFT Marketplace via our free Ultimax NFT Toolkit for game developers. Ultimax Proprietary Content Our own games – Geminose and StoneHold – will be rich sources of digital content for the Ultimax NFT Marketplace. This will be especially true of StoneHold. As the popularity of both games increase, we plan to create digital trading cards for the game characters to be offered on the Ultimax NFT Marketplace. Equally as important, using our proprietary content will allow us to develop case studies to share with other video game developers. Licensed Content Our management collectively has decades of experience working in senior positions in the video game and comic book industries. Management is using their experience, knowledge of the industry and long-term business relationship to seek third party content for our Ultimax NFT Marketplace. The initial focus is on well known pop culture content which would fit our NFT trading card model for the Ultimax NFT Marketplace. Once licensed, we will either utilize images provided by the licensor, or commission artists to apply their artistic vision to create their own version of the licensed images. Both will be sold utilizing our weekly “drop” model. Our secondary focus is on original works of contemporary artists which will be created for a “Digital Art Exhibit” section of the NFT Marketplace. We will adapt our sales and revenues models to better accommodate the style of any contemporary artist’s works being sold on the platform. We have executed binding Memorandum of Understanding to acquire rights to create NFTs from the producers of two anthology television series, namely, Creep Show and Day of the Dead. Ultimax NFT Toolkit and Plug-in We believe that the third leg of our content strategy is the most unique and compelling aspect of our NFT offering, and will be a key differentiator from our competitors. Virtually every video game developer is now exploring how to utilize NFTs as an additional revenue source but also are facing the time and expense required to develop their own NFT minting solution, including a technology platform, a workable business strategy, a marketplace and the ability process payments made in either cash or cryptocurrencies. To meet this market opportunity, we are developing our NFT Toolkit. an embeddable programming interface which solves these problems for other game developers. Thus, rather than us being constrained by the need to sign an endless stream of one-off content deals, the Ultimax NFT Toolkit is being designed to create a funnel of NFT content from other game developers. The Ultimax NFT Toolkit will support two kinds of NFT creation by game developers. First, developers will be able to populate the Marketplace with their own set of digital content to be sold with our ranked trading card ranking model. These will be sold utilizing our weekly “drop” model. Second, developers will be able to allow their users to generate or “mint” NFT’s “on the fly” to capture and commemorative game characters and actual in-game action along with visible meta data that shows why the item is exclusive. The Ultimax NFT Toolkit is currently in the development stage, and leverages the experience we gained in our initial development work done in 2018 for a planned payment processing platform which has not yet been developed. It will be released in the second quarter of 2023 with StoneHold being the first game to implement the Ultimax NFT Toolkit and Plug-in. Once installed into an existing video game, a process that should take a developer less than a week, the NFT Plug-in empowers the game with a suite of new features which allows players to instantly capture an aspect of the game, such as a character, edit that character, automatically drop the image into a pre-defined trading card style frame, and finally, ship it to the Ultimax NFT Marketplace for sale. Additional features will allow the gamer to sign the NFT trading card and display the card in the gamer’s profile on the Ultimax NFT Marketplace. The Plug-in implements this entire feature set and all processing is done on Ultimax’s own servers. Except for installing the Plug-in into a video game’s programming code, a relatively simple process, the video game’s developer has no additional work to implement the NFT feature set. The Ultimax NFT Toolkit will be provided free of charge to other game developers and we will share all revenue generated with both the game developer and the games who create the NFTs, turning gamers into money earning creators. This will have the effect of increasing player retention, increasing the amount of time players spend in game, generating revenue from increased in game purchasers and sharing revenue from NFT sales. We were incorporated on April 26, 2018 in the state of Delaware as Ultimas, Inc. On July 26, 2021, we changed our name to Ultimax Digital, Inc. Our principal offices are located at 420 Lexington Avenue, Suite 2320, New York, NY.