Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Elys Game Technology, Corp. | |
Entity Central Index Key | 0001080319 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,011,109 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 21,524,648 | $ 18,945,817 |
Accounts receivable | 249,828 | 162,141 |
Gaming accounts receivable | 1,240,595 | 1,455,710 |
Prepaid expenses | 313,164 | 327,190 |
Related party receivable | 1,457 | 1,519 |
Other current assets | 272,814 | 301,289 |
Total Current Assets | 23,602,506 | 21,193,666 |
Non - Current Assets | ||
Restricted cash | 1,398,750 | 1,098,952 |
Property, plant and equipment | 503,908 | 489,591 |
Right of use assets | 599,252 | 687,568 |
Intangible assets | 10,081,185 | 10,257,582 |
Goodwill | 1,662,976 | 1,663,120 |
Marketable securities | 662,500 | 467,500 |
Total Non - Current Assets | 14,908,571 | 14,664,313 |
Total Assets | 38,511,077 | 35,857,979 |
Current Liabilities | ||
Bank overdraft | 4,769 | 3,902 |
Line of credit - bank | 500,000 | |
Accounts payable and accrued liabilities | 4,859,430 | 7,961,146 |
Gaming accounts payable | 3,542,732 | 3,084,768 |
Taxes payable | 1,306,447 | 946,858 |
Advances from stockholders | 558 | 565 |
Deferred purchase consideration, net of discount of $0 and $7,761 | 17,673 | |
Deferred purchase consideration, Related Party, net of discount of $0 and $5,174 | 376,954 | |
Debentures | 34,547 | |
Operating lease liability | 172,734 | 238,899 |
Financial lease liability | 6,764 | 10,511 |
Bank loan payable – current portion | 142,083 | 138,212 |
Total Current Liabilities | 10,035,517 | 13,314,035 |
Non-Current Liabilities | ||
Deferred tax liability | 1,199,153 | 1,222,513 |
Operating lease liability | 400,027 | 416,861 |
Financial lease liability | 16,568 | 17,265 |
Bank loan payable | 66,885 | |
Other long-term liabilities | 641,276 | 664,067 |
Total Non – Current Liabilities | 2,257,024 | 2,387,591 |
Total Liabilities | 12,292,541 | 15,701,626 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued | ||
Common stock, $0.0001 par value, 80,000,000 shares authorized; 22,011,109 and 20,029,834 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 2,201 | 2,003 |
Additional paid-in capital | 60,080,571 | 53,064,919 |
Accumulated other comprehensive income | (76,140) | 267,948 |
Accumulated deficit | (33,788,096) | (33,178,517) |
Total Stockholders' Equity | 26,218,536 | 20,156,353 |
Total Liabilities and Stockholders’ Equity | $ 38,511,077 | $ 35,857,979 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock - par value | $ 0.0001 | $ 0.0001 |
Preferred stock - authorized | 5,000,000 | 20,000,000 |
Preferred stock - issued | ||
Preferred stock - outstanding | ||
Common Stock - par value | $ 0.0001 | $ 0.0001 |
Common Stock - authorized | 80,000,000 | 80,000,000 |
Common Stock - issued | 22,011,109 | 20,029,834 |
Common Stock - outstanding | 22,011,109 | 20,029,834 |
Deferred purchase consideration [Member] | ||
Debt Discount | $ 0 | $ 7,761 |
Deferred purchase consideration, Related Party [Member] | ||
Debt Discount | $ 0 | $ 5,174 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 14,157,328 | $ 10,170,174 |
Costs and Expenses | ||
Selling expenses | 10,661,815 | 6,215,161 |
General and administrative expenses | 4,145,210 | 2,820,961 |
Total Costs and Expenses | 14,807,025 | 9,036,122 |
(Loss) Income from Operations | (649,697) | 1,134,052 |
Other Income (Expenses) | ||
Interest expense, net | (7,849) | (139,974) |
Amortization of debt discount | (12,833) | (450,229) |
Other income | 281,344 | 11,798 |
Other expense | (26,930) | |
Gain on marketable securities | 195,000 | 130,000 |
Total Other Income (Expenses) | 428,732 | (448,405) |
(Loss) Income Before Income Taxes | (220,965) | 685,647 |
Income tax provision | (388,614) | (528,038) |
Net (Loss) Income | (609,579) | 157,609 |
Other Comprehensive Loss | ||
Foreign currency translation adjustment | (344,088) | (112,030) |
Comprehensive (Loss) Income | $ (953,667) | $ 45,579 |
Loss (Income) per common share – basic and diluted | $ (0.03) | $ 0.01 |
Weighted average number of common shares outstanding – basic and diluted | 21,506,684 | 12,209,833 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2019 | 11,949,042 | ||||
Beginning Balance, Amount at Dec. 31, 2019 | $ 1,194 | $ 32,218,643 | $ (176,717) | $ (23,241,835) | $ 8,801,285 |
Shares issued on conversion of convertible debentures, shares | 123,399 | ||||
Shares issued on conversion of convertible debentures | $ 12 | 395,241 | 395,253 | ||
Common stock issued to settle deferred purchase consideration,shares | 204,437 | ||||
Common stock issued to settle deferred purchase consideration | $ 21 | 842,411 | 842,432 | ||
Common stock issued to settle liabilities | |||||
Restricted stock awards | |||||
Stock based compensation expense | 118,818 | 118,818 | |||
Foreign currency translation adjustment | (112,030) | (130,230) | |||
Net income (loss) | 157,609 | 157,609 | |||
Ending Balance, Shares at Mar. 31, 2020 | 12,276,878 | ||||
Ending Balance, Amount at Mar. 31, 2020 | $ 1,227 | 33,575,113 | (288,747) | (23,084,226) | 10,203,367 |
Beginning Balance, Shares at Dec. 31, 2020 | 20,029,834 | ||||
Beginning Balance, Amount at Dec. 31, 2020 | $ 2,003 | 53,064,919 | 267,948 | (33,178,517) | 20,156,353 |
Proceeds from warrants exercised, shares | 1,488,809 | ||||
Proceeds from warrants exercised | $ 149 | 3,909,832 | 3,909,981 | ||
Common stock issued to settle liabilities, shares | 467,990 | ||||
Common stock issued to settle liabilities | $ 47 | 2,676,854 | 2,676,901 | ||
Restricted stock awards, shares | 24,476 | ||||
Restricted stock awards | $ 2 | 139,998 | 140,000 | ||
Stock based compensation expense | 288,968 | 288,968 | |||
Foreign currency translation adjustment | (344,088) | (344,088) | |||
Net income (loss) | (609,579) | (609,579) | |||
Ending Balance, Shares at Mar. 31, 2021 | 22,011,109 | ||||
Ending Balance, Amount at Mar. 31, 2021 | $ 2,201 | $ 60,080,571 | $ (76,140) | $ (33,788,096) | $ 26,218,536 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Net (Loss) Income | $ (609,579) | $ 157,609 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | |||
Depreciation and amortization | 226,703 | 226,968 | |
Amortization of debt discount | 12,833 | 450,229 | |
Restricted stock awards | 140,000 | ||
Stock option compensation expense | 288,968 | 118,818 | |
Non-cash interest | 4,696 | 79,915 | |
Unrealized (gain) on trading securities | (195,000) | (130,000) | |
Movement in deferred taxation | (23,360) | (23,360) | |
Changes in Operating Assets and Liabilities | |||
Prepaid expenses | 9,975 | (527,184) | |
Accounts payable and accrued liabilities | (209,483) | 602,633 | |
Accounts receivable | (97,362) | 28,867 | |
Gaming accounts receivable | 160,652 | 611,616 | |
Gaming accounts liabilities | 598,643 | 249,102 | |
Taxes payable | 409,121 | 119,131 | |
Due from related parties | (1,975) | 49,417 | |
Other current assets | 16,907 | (37,538) | |
Long term liability | 4,137 | (16,160) | |
Net Cash Provided by Operating Activities | 735,876 | 1,960,063 | |
Cash Flows from Investing Activities | |||
Acquisition of property, plant, and equipment and intangible assets | (80,404) | (51,293) | |
Net Cash Used in Investing Activities | (80,404) | (51,293) | |
Cash Flows from Financing Activities | |||
Proceeds from warrants exercised | 3,909,981 | ||
Proceeds from bank overdraft | 1,053 | ||
Repayment of bank credit line | (500,000) | ||
Repayment of bank loan | (57,176) | (19,942) | |
Redemption of convertible debentures | (27,562) | (8,996) | |
Proceeds from promissory notes, related party | 300,000 | ||
Repayment of deferred purchase consideration | (410,383) | (355,337) | |
Capital finance lease repaid | (3,414) | (3,024) | |
Net Cash provided by (Used in) Financing Activities | 2,912,500 | (87,299) | |
Effect of change in exchange rate | (689,343) | (185,635) | |
Net increase in cash | 2,878,629 | 1,635,836 | |
Cash, cash equivalents and restricted cash – beginning of the period | 20,044,769 | 6,732,515 | $ 6,732,515 |
Cash, cash equivalents and restricted cash – end of the period | 22,923,398 | 8,368,351 | 20,044,769 |
Reconciliation of cash, cash equivalents and restricted cash within the Balance Sheets to the Statement of Cash Flows | |||
Cash and cash equivalents | 21,524,648 | 6,828,398 | $ 18,945,817 |
Restricted cash included in non-current assets | 1,398,750 | 1,539,953 | |
Supplemental disclosure of cash flow information | |||
Cash paid during the period for: Interest | 15,133 | 62,178 | |
Cash paid during the period for: Income tax | 52,385 | 437,767 | |
Cash Flows from Operating Activities | |||
Conversion of convertible debt to common stock | 395,253 | ||
Deferred purchase consideration settled by the issuance of common stock | 842,432 | ||
Common stock issued to settle liabilities | $ 2,676,901 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Established in the state of Delaware in 1998, ELYS GAME TECHNOLOGY, CORP. (“Elys” or the “Company”) is an international, vertically integrated commercial-stage company engaged in various aspects of the leisure gaming industry. The Company’s subsidiaries hold gaming licenses to operate in the Italian and Austrian leisure betting markets offering gaming services, including a variety of lottery, casino gaming and sports betting products through two distribution channels: an online channel and a land-based retail channel. Additionally, the Company is a global gaming technology company (known as a “Provider”), which owns and operates a betting software designed with a unique “distributed model” (“shop-client”) software architecture colloquially named Elys Game Board (the “Platform”). The Platform is a fully integrated “omni-channel” framework that combines centralized technology for updating, servicing and operations with multi-channel functionality to accept all forms of customer payment through the two distribution channels described above. The omni-channel software design is fully integrated with a built-in player gaming account management system and sports book. The entities included in these unaudited condensed consolidated financial statements are as follows: Name Acquisition or Formation Date Domicile Functional Currency Elys Game Technology, Corp. Parent Company USA U.S. Dollar Multigioco Srl (“Multigioco”) August 15, 2014 Italy Euro Ulisse GmbH (“Ulisse”) July 1, 2016 Austria Euro Odissea Betriebsinformatik Beratung GmbH (“Odissea”) July 1, 2016 Austria Euro Virtual Generation Limited (“VG”) January 31, 2019 Malta Euro Newgioco Group Inc. (“NG Canada”) January 17, 2017 Canada Canadian Dollar Elys Technology Group Limited (“Elys”) April 4, 2019 Malta Euro Newgioco Colombia SAS November 22, 2019 Colombia Colombian Peso Elys Gameboard Technologies, LLC May 28, 2020 USA U.S. Dollar The Company operates in two lines of business: (i) provider of certified betting Platform software services to leisure betting establishments in Italy and other countries and; (ii) the operating of web based as well as land based leisure betting establishments situated throughout Italy and web based in Austria. The Company’s operations are carried out through the following three geographically organized groups: a) an operational group is based in Europe and maintains administrative offices headquartered in Rome, Italy with satellite offices for operations administration in Naples and Teramo, Italy and San Gwann, Malta; b) a technology group which is based in Innsbruck, Austria and manages software development, training, and administration; and c) a corporate group which is based in North America and operates out of our principal executive offices in Toronto, Canada and satellite offices in the USA in San Francisco, California, through which we carry-out corporate activities, handle day-to-day reporting and U.S. development planning, and through which various independent contractors and vendors are engaged. |
Accounting Policies and Estimat
Accounting Policies and Estimates | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies and Estimates | 2. Accounting Policies and Estimates Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet at December 31, 2020 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”). All amounts referred to in the Notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. For the purposes of its listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “ Continuous Disclosure Obligations” Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into U.S. Dollars at the exchange rate in effect at quarter end and the results of operations and cash flows at the average rate throughout the quarter. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All revenues were generated in Euro and Colombian Peso during the periods presented. Gains and losses from foreign currency transactions are recognized in current operations. Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, gaming license, privacy, indirect taxes, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using the Company’s website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when it believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If the Company determines that a loss is possible, and a range of the loss can be reasonably estimated, it discloses the range of the possible loss in the Notes to the unaudited condensed Consolidated Financial Statements. The Company evaluates, on a regular basis, developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should any of the Company’s estimates and assumptions change or prove to have been incorrect, it could have a material impact on its business, consolidated financial position, results of operations, or cash flows. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on the Company’s operations or financial condition. The Company has insured and continues to insure against most of these types of claims. Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020, respectively. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN $100,000 per institution, in Italy which is insured by the Italian deposit guarantee fund Fondo Interbancario di Tutela dei Depositi (FITD) up to a limit of €100,000 per institution, and in Germany which is a member of the Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken) up to a limit of €100,000 per institution. Gaming Accounts Receivable Gaming accounts receivable represent gaming deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to the Company’s bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does not require collateral to support customer receivables. The Company recorded no bad debt expense for the three months ended March 31, 2021 and 2020. Gaming Accounts Payable Gaming accounts payable represent customer balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment of winnings from the Company at any time and the payment to customers can be made through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest bearing. Long-Lived Assets The Company evaluates the carrying value of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. Plant and Equipment Plant and equipment is stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of plant and equipment. All other expenditures are recognized as expenses in the statement of operations as incurred. Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows: Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 Intangible Assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. The range of the estimated useful lives is as follows: Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 The Ulisse Bookmaker License has no expiration date and is therefore not amortized but is tested for impairment on an annual basis in terms of ASC 350 using estimated fair value. Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. As of March 31, 2021, there were no qualitative indications that impairment of intangible assets or goodwill may be appropriate. Although the COVID-19 pandemic has had, and is expected to continue to have a significant impact on our land-based business, the impact is expected to be mitigated because web-based turnover generated by the Company has increased. Leases The Company accounts for leases in terms of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the end of the lease term. Leases which imply that the Company will retain ownership at the end of the lease term are classified as financial leases, are included in plant and equipment with a corresponding financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest rate method. Leases which imply that the Company will not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected as a non-current right of use asset with a corresponding operational lease liability raised at the date of lease inception. The right of use asset and the operational lease liability are amortized over the right of use period using the effective interest rate implied in the operating lease agreement. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In Italy, tax years beginning 2015 forward, are open and subject to examination, while in Austria companies are open and subject to inspection for five years and ten years for inspection of serious infractions. In the United States and Canada, tax years beginning 2015 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include license fees, training, installation, and product support services. Revenue is recognized when transfer of control to the customer has been made and the Company’s performance obligation has been fulfilled. License fees are calculated as a percentage of each licensee’s level of activity and are contingent upon the licensee’s usage. The license fees are recognized on an accrual basis as earned. Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options is recognized ratably over the vesting period of the option. In addition, the Company records expense related to Restricted Stock Units (“RSU’s”) granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Forfeitures of stock options and RSUs are recognized as they occur. Stock-based compensation expense for a stock-based award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments. Earnings Per Share Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity and include options and warrants granted and convertible debt, adding back any expenditure directly associated with the convertible instruments, if any. When the Company incurs a net loss, the effect of the Company’s outstanding stock options and warrants and convertible debt are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. Recent Accounting Pronouncements The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. Reporting by segment The Company has two operating segments from which it derives revenue. These segments are: (i) the operating of web based as well as land-based leisure betting establishments situated throughout Italy and only web based distribution in Austria; and (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and other countries. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | 3. Restricted Cash Restricted cash consists of the following: · Cash held in a segregated bank account at Intesa Sanpaolo Bank S.p.A. (“Intesa Sanpaolo Bank”) as collateral against the Company’s operating line of credit with Intesa Sanpaolo Bank. · The Company maintains a $1,000,000 deposit at Metropolitan Commercial bank held as security against a $1,000,000 line of credit. The line of credit was repaid during the three months ended March 31, 2021. See Note 9. |
Property, plant and equipment
Property, plant and equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 4. Property, plant and equipment March 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 64,298 $ (28,851 ) $ 35,447 $ 39,707 Computer and office equipment 984,478 (727,946 ) 256,532 247,572 Fixtures and fittings 288,725 (237,873 ) 50,852 54,465 Vehicles 102,500 (45,357 ) 57,143 63,382 Computer software 222,924 (118,990 ) 103,934 84,465 $ 1,662,925 $ (1,159,017 ) $ 503,908 $ 489,591 The aggregate depreciation charge to operations was $50,777 and $51,125 for the quarter ended March 31, 2021 and 2020, respectively. The depreciation policies followed by the Company are described in Note 2. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 5. Leases Right of use assets are included in the consolidated balance sheet are as follows: March 31, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 599,252 $ 687,568 Right of use assets - finance leases, net of depreciation – included in plant and equipment $ 22,716 $ 27,119 Lease costs consists of the following: Three Months Ended March 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 3,400 $ 3,110 Interest expense on lease liabilities 241 320 Operating lease cost 65,946 61,046 Total lease cost $ 69,587 $ 64,476 Other lease information: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (241 ) $ (320 ) Operating cash flows from operating leases (65,946 ) (61,046 ) Financing cash flows from finance leases (3,414 ) (3,344 ) Weighted average remaining lease term – finance leases 2.62 years 3.53 years Weighted average remaining lease term – operating leases 2.60 years 3.26 years Weighted average discount rate – finance leases 3.70 % 3.54 % Weighted average discount rate – operating leases 3.58 % 3.43 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases are as follows: Amount Remainder of 2021 $ 7,327 2022 9,079 2023 7,274 2024 844 Total undiscounted minimum future lease payments 24,524 Imputed interest (1,192 ) Total finance lease liability $ 23,332 Disclosed as: Current portion $ 6,764 Non-Current portion 16,568 $ 23,332 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Amount Remainder of 2021 $ 185,978 2022 212,842 2023 171,620 2024 30,040 Total undiscounted minimum future lease payments 600,480 Imputed interest (27,719 ) Total operating lease liability $ 572,761 Disclosed as: Current portion $ 172,734 Non-Current portion 400,027 $ 572,761 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following: March 31, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Betting platform software $ 5,689,965 $ (1,111,484 ) $ 4,578,481 $ 4,673,314 Licenses 5,799,629 (910,191 ) 4,889,438 4,917,733 Location contracts 1,000,000 (947,260 ) 52,740 88,455 Customer relationships 870,927 (376,804 ) 494,123 509,237 Trademarks 119,094 (52,691 ) 66,403 68,843 Websites 40,000 (40,000 ) — — $ 13,519,615 $ (3,438,430 ) $ 10,081,185 $ 10,257,582 The Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. The Company recorded $175,829 and $175,748 in amortization expense for finite-lived assets for the three months ended March 31, 2021 and 2020, respectively. Licenses obtained by the Company in the acquisitions of Multigioco and Rifa include a Gioco a Distanza (“GAD”) online license as well as a Bersani and Monti land-based licenses issued by the Italian gaming regulator to Multigioco and Rifa, respectively, as well as an Austrian Bookmaker License through the acquisition of Ulisse. The estimated amortization expense over the next five year period is as follows: Amount Remainder of 2021 $ 446,424 2022 450,371 2023 449,793 2024 448,118 2025 448,118 Total estimated amortization expense $ 2,242,824 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill March 31, 2021 December 31, 2020 Opening balance $ 1,663,120 $ 1,663,385 Foreign exchange movements (144 ) (265 ) Closing balance $ 1,662,976 $ 1,663,120 Goodwill represents the excess purchase price paid over the fair value of assets acquired, including any other identifiable intangible assets. The Company evaluates goodwill for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Marketable Securities | 8. Marketable Securities Investments in marketable securities consists of 2,500,000 shares of Zoompass Holdings (“Zoompass”) and is accounted for at fair value, with changes recognized into earnings. The shares of Zoompass were last quoted on the OTC market at $0.265 per share on March 31, 2021, resulting in an unrealized gain recorded to earnings related to these securities of $195,000 for the three months ended March 31, 2021. |
Line of Credit - Bank
Line of Credit - Bank | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit - Bank | 9. Line of Credit - Bank The Company maintains a $1,000,000 secured revolving line of credit from Metropolitan Commercial Bank in New York, of which $0 was drawn as of March 31, 2021, which bears a fixed rate of interest of 3.00% on the outstanding balance with an interest only monthly minimum payment, and no maturity date as long as the security deposit of $1,000,000 remains in place, see Note 3. |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Convertible Debentures | 10. Convertible Debentures The accounting treatment relating to the convertible debentures issued was in accordance with the guidance in ASC 480 and ASC 815. As of March 31, 2021 and December 31, 2020, the Company has outstanding, Canadian Dollar denominated convertible debentures in the aggregate principal amount of CDN $0 and CDN $35,000 (approximately $27,442), respectively. Convertible debentures of $10,000 and CDN $65,000 (approximately $48,416) that had matured on May 31, 2020 were extended to August 29, 2020, of which CDN $35,000 was acquired by a related party prior to extension, and a further $600,000 and CDN $242,000 (approximately $180,257) that had matured, had the maturity date extended to September 28, 2020, of which $500,000 and CDN $207,000 were acquired by a related party, prior to extension. All of the convertible debentures with extended maturity dates, with the exception of one convertible debenture of CDN $35,000, were repaid during 2020. The remaining convertible debenture of CDN $35,000 was repaid in the current period. During the year ended December 31, 2020, investors in Canadian Dollar convertible debentures converted the aggregate principal amount of CDN $317,600, including interest thereon of CDN $45,029 and investors in U.S. Dollar convertible debentures converted the aggregate principal amount of $400,000, including interest thereon of $70,492 into 230,134 shares of common stock. The Aggregate convertible debentures outstanding consists of the following: March 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ 27,442 $ 3,464,737 Repaid (27,562 ) (2,778,349 ) Conversion to equity — (634,431 ) Foreign exchange movements 120 (24,515 ) — 27,442 Accrued Interest Opening balance 7,105 524,227 Interest expense 4,696 207,595 Repaid (11,833 ) (619,992 ) Conversion to equity — (103,958 ) Foreign exchange movements 32 (767 ) — 7,105 Debenture Discount Opening balance — (627,627 ) Amortization — 627,627 — — Convertible Debentures, net $ — $ 34,547 |
Deferred Purchase Consideration
Deferred Purchase Consideration | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Deferred Purchase Consideration | 11. Deferred Purchase Consideration During the current period, the Company paid the remaining balance of €20,800 (approximately $25,262) to non-related parties in terms of the Virtual Generation promissory note. The movement on deferred purchase consideration to non-related parties consists of the following: March 31, 2021 December 31, 2020 Principal Outstanding Promissory note due to non-related parties $ 25,434 $ 1,802,384 Settled by the issuance of common shares — (724,467 ) Repayment in cash (25,262 ) (1,105,455 ) Foreign exchange movements (172 ) 52,972 — 25,434 Present value discount on future payments Present value discount (7,761 ) (120,104 ) Amortization 7,700 114,333 Foreign exchange movements 61 (1,990 ) — (7,761 ) Deferred purchase consideration, net $ — $ 17,673 |
Bank Loan Payable
Bank Loan Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Bank Loan Payable | 12. Bank Loan Payable In September 2016, the Company obtained a loan of €500,000 (approximately USD $580,000) from Intesa Sanpaolo Bank in Italy, which loan is secured by the Company's assets. The loan has an underlying interest rate of 4.5 points above Euro Inter Bank Offered Rate, subject to quarterly review and is amortized over 57 months ending March 31, 2021. Monthly repayments of €9,760 (approximately USD $11,000) began in January 2017. In terms of a directive by the Italian Government, in order to provide financial relief due to the Covid-10 pandemic, Multigioco was able to suspend repayments of the loan for a period of six months and the maturity date of the loan was extended to March 31, 2022, the interest rate remains the same at 4.5% above the Euro Inter Bank Offered Rate with monthly repayments revised to $9,971. The Company made payments in the aggregate principal amount of €27,773 (approximately USD $33,491) for the three months ended March 31, 2021. |
Other long-term liabilities
Other long-term liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other long-term liabilities | 13. Other long-term liabilities Other long-term liabilities represents the Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees on termination or retirement as well as shop deposits that are held by Ulisse. Balances of other long-term liabilities were as follows: March 31, 2021 December 31, 2020 Severance liability $ 293,254 $ 297,120 Customer deposit balance 348,022 366,947 Total other long-term liabilities $ 641,276 $ 664,067 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related Parties Notes Payable, Related Party On March 11, 2020, the Company received an advance of $300,000 in terms of a Promissory Note (“PN”) entered into with Forte Fixtures and Millwork, Inc., a Company controlled by the brother of our Executive Chairman. The PN bears no interest and is repayable on demand. The movement on notes payable, Related Party, consists of the following: March 31, 2021 December 31, 2020 Principal Outstanding Additions $ — $ 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) — — Promissory Notes Payable – Related Party $ — $ — Convertible notes acquired, Related party Forte Fixtures and Millworks acquired certain convertible notes from third parties that had matured on May 31, 2020. The convertible notes had an aggregate principal amount of $150,000 and only the accrued interest of $70,000 on a note with an aggregate principal amount of $350,000 and notes with an aggregate principal amount of CDN $207,000, the maturity date of these convertible notes was extended to September 28, 2020. The convertible notes together with interest thereon, amounting to $445,020 were repaid between August 23, 2020 and October 21, 2020. As an incentive for extending the maturity date of the convertible debentures, Forte Fixtures was granted two year warrants exercisable for 134,508 shares of common stock at an exercise price of $3.75 per share and three year warrants exercisable for 33,627 shares of common stock at an exercise price of $5.00 per share. These warrants were exercised on December 30, 2020, for gross proceeds of $630,506. Deferred Purchase consideration, Related Party During the current period, the Company paid the remaining balance of €312,500 (approximately $385,121) to related parties in terms of the Virtual Generation promissory note. The movement on deferred purchase consideration consists of the following: Description March 31, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,340 Settled by the issuance of common shares — (482,978 ) Repayment in cash (385,121 ) (471,554 ) Foreign exchange movements 2,993 57,230 — 382,128 Present value discount on future payments Present value discount (5,174 ) (80,069 ) Amortization 5,133 76,222 Foreign exchange movements 41 (1,327 ) — (5,174 ) Deferred purchase consideration, net $ — $ 376,954 Related party (payables) receivables Related party payables and receivables represent non-interest-bearing (payables) receivables that are due on demand. The balances outstanding are as follows: March 31, 2021 December 31, 2020 Related Party payables Luca Pasquini $ (558 ) $ (565 ) Related Party Receivables Luca Pasquini $ 1,457 $ 1,519 Gold Street Capital Gold Street Capital is wholly owned by Gilda Ciavarella, the spouse of Mr. Ciavarella. Gold Street Capital acquired certain convertible notes that had matured on May 31, 2020, amounting to CDN $35,000 from third parties, the maturity date of these convertible notes was extended to September 28, 2020. The convertible notes together with interest thereon, amounting to CDN $44,062 (approximately $34,547) was outstanding at December 31, 2020. This amount was repaid during the current period end. As an incentive for extending the maturity date of the convertible debentures, all debenture holders, including Gold Street Capital, were granted two-year warrants exercisable at an exercise price of $3.75 per share, and three-year warrants exercisable at an exercise price of $5.00 per share. Gold Street Capital was granted two year-warrants exercisable for 9,533 shares of common stock at $3.75 per share and three-year warrants exercisable for 2,383 shares of common stock at $5.00 per share. Luca Pasquini On January 31, 2019, the Company acquired VG for €4,000,000 (approximately $4,576,352), Mr. Pasquini was a 20% owner of VG and was due gross proceeds of €800,000 (approximately $915,270). The gross proceeds of €800,000 was to be settled by a payment in cash of €500,000 over a twelve month period and by the issuance of common stock valued at €300,000 over an eighteen month period. As of March 31, 2021, the Company has paid Mr. Pasquini the full cash amount cash of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217, in settlement of accrued compensation due to him. Amounts due to and from Luca Pasquini is for advances made to various subsidiaries for working capital purposes. Michele Ciavarella Mr. Ciavarella agreed to receive $140,000 of his 2021 fiscal year compensation as a restricted stock award, on January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common stock valued at $140,000 on the date if issue. On January 22, 2021, the Company issued Mr. Ciavarella 175,396 shares of common stock valued at $1,003,265, in settlement of accrued compensation due to him. Gabriele Peroni On January 31, 2019, the Company acquired Virtual Generation Limited for €4,000,000 (approximately $4,576,352), Mr. Peroni was a 20% owner of Virtual Generation and was due gross proceeds of €800,000 (approximately $915,270). The gross proceeds of €800,000 was to be settled by a payment in cash of €500,000 over a twelve month period and by the issuance of common stock valued at €300,000 over an eighteen month period. As of March 31, 2020, the Company has paid Mr. Peroni the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Peroni 74,294 shares of common stock valued at $424,962, in settlement of accrued compensation due to him. Alessandro Marcelli On January 22, 2021, the Company issued Mr. Marcelli 34,002 shares of common stock valued at $194,491, in settlement of accrued compensation due to him. Franco Salvagni On January 22, 2021, the Company issued Mr. Salvagni 70,807 shares of common stock valued at $405,016, in settlement of accrued compensation due to him. Beniamino Gianfelici On January 22, 2021, the Company issued Mr. Gianfelici 63,278 shares of common stock valued at $361,950, in settlement of accrued compensation due to him. Steven Shallcross On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 shares of common stock valued at $30,000, in settlement of directors’ fees due to him. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity | 15. Stockholders’ Equity For the three months ended March 31, 2021, the Company issued a total of 467,990 shares of common stock, valued at $2,676,901 for the settlement of compensation and directors’ fees to certain of the Company’s related parties, refer note 14 above. Between January 4, 2021 and March 29, 2021, investors exercised warrants for 1,485,809 shares of common stock for gross proceeds of $3,909,981 at an average exercise price of $2.63 per share. On January 22, 2021, the Company issued 24,476 restricted shares of common stock valued at $140,000 to Michele Ciavarella in terms of a compensation election he made for the 2021 fiscal year. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Warrants | 16. Warrants A summary of all of the Company’s warrant activity during the period January 1, 2020 to March 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 1,089,474 $ 4.00 $ 4.00 Granted 5,374,371 2.50 to 5.00 2.62 Forfeited/cancelled (1,089,474 ) 4.00 4.00 Exercised (3,321,226 ) 2.50 to 5.00 2.62 Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,485,809 ) 2.50 to 3.75 2.62 Outstanding March 31, 2021 567,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of March 31, 2021: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 507,173 4.39 $ 2.50 507,173 $ 2.50 $3.75 48,395 1.16 3.75 48,395 3.75 $5.00 11,768 1.37 5.00 11,768 5.00 567,336 4.05 $ 2.66 567,336 $ 2.66 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock Options | 17. Stock Options In September 2018, our stockholders approved our 2018 Equity Incentive Plan, which provides for a maximum of 1,150,000 awards that can be issued as options, stock appreciation rights, restricted stock, stock units, other equity awards or cash awards. On October 1, 2020, the Board approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Plan”) to increase the maximum number of shares that may be granted as an award under the Plan to any non-employee director during any one calendar year to: (i) chairperson or lead director – 300,000 shares of common stock; and (ii) other non-employee director - 250,000 shares of common stock, which reflects an increase in the annual limits for awards to be granted to non-employee directors under the Plan. On November 20, 2020, the Company held its 2020 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 1,850,000 shares of common stock. In addition, pursuant to the employment agreement entered into with Mr. Monteverdi, granted a non-plan option to purchase 648,000 shares of common stock that vest pro rata on each of September 1, 2021, September 1, 2022, September 1, 2023 and September 1, 2024. The Company issued a ten year option exercisable for 50,000 shares at an exercise price of $2.62 to an employee. The options awarded during the three months ended March 31, 2021 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Three months ended March 31, 2021 Exercise price $ 2.62 Risk free interest rate 0.92 % Expected life of options 10 years Expected volatility of underlying stock 229.8 % Expected dividend rate 0 % As of March 31, 2021, there was an aggregate of 1,024,938 options to purchase shares of common stock granted under the Company’s 2018 Equity Incentive Plan and 1,975,062 reserved for future grants. A summary of all of the Company’s option activity during the period January 1, 2020 to March 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 315,938 $ 2.72 to 2.96 $ 2.84 Granted 1,307,000 1.84 to 2.03 1.95 Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2020 1,622,938 $ 1.84 to 2.96 2.11 Granted 50,000 2.62 2.62 Forfeited/cancelled — — — Exercised — — — Outstanding March 31, 2021 1,672,938 $ 1.84 to 2.96 $ 2.12 The following tables summarize information about stock options outstanding as of March 31, 2021: Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted Average exercise price Number of shares Weighted average exercise price $ 1.84 648,000 9.48 — $ 2.03 659,000 9.51 158,167 $ 2.62 50,000 9.67 — $ 2.72 25,000 5.25 25,000 $ 2.80 220,625 8.48 82,917 $ 2.96 70,313 8.27 70,313 1,672,938 9.25 $ 2.12 336,397 $ 2.47 As of March 31, 2021, there were unvested options to purchase 1,336,542 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $2,447,604 which is expected to be recognized over a period of 41 months. The intrinsic value of the options at March 31, 2021 was $5,311,604. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 18. Revenues The following table represents disaggregated revenues from our gaming operations for the three months ended March 31, 2021 and 2020. Net Gaming Revenues represents Turnover (also referred to as “Handle”), the total bets processed for the period, less customer winnings paid out, commissions paid to agents, and taxes due to government authorities, while Commission Revenues represents commissions on lotto ticket sales and Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. Three Months Ended March 31, 2021 2020 Turnover Web-based $ 231,332,159 $ 92,376,106 Land-based 11,825,830 23,602,084 Total Turnover 243,157,989 115,978,190 Winnings/Payouts Web-based 215,598,415 86,095,623 Land-based 10,164,937 18,191,402 Total Winnings/payouts 225,763,352 104,287,025 Gross Gaming Revenues Web-based 15,733,744 6,280,483 Land-based 1,660,893 5,410,682 Gross Gaming Revenues $ 17,394,637 $ 11,691,165 Less: ADM Gaming Taxes (3,329,038 ) (1,530,795 ) Net Gaming Revenues $ 14,065,599 $ 10,160,370 Betting platform software and services 91,729 9,804 Revenue $ 14,157,328 $ 10,170,174 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | 19. Net Income (Loss) per Common Share Basic income (loss) per share is based on the weighted-average number of common shares outstanding during each period. Diluted income (loss) per share is based on basic shares as determined above, plus the incremental shares that would be issued upon the assumed exercise of “in-the-money” options and warrants using the treasury stock method and the inclusion of all convertible securities, including convertible debentures, assuming these securities were converted at the beginning of the period or at the time of issuance, if later, adding back any direct incremental expenses related to the convertible securities, including interest expense, debt discount amortization. The computation of diluted net income (loss) per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. The computation of the diluted income per share for the three months ended March 31, 2020, after the add back of interest income of $79,300 and amortization of debt discount of $396,010 was anti-dilutive. For the three months ended March 31, 2021 and 2020, the following options, warrants and convertible debentures were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Description Three Months ended March 31, 2021 Three Months ended March 31, 2020 Options 1,672,938 315,938 Warrants 567,336 1,067,486 Convertible debentures — 1,106,250 2,240,274 2,489,674 |
Segmental Reporting
Segmental Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segmental Reporting | 20. Segmental Reporting The Company has two reportable operating segments. These segments are: (i) Betting establishments The operating of web based as well as land based leisure betting establishments situated throughout Italy; and (ii) Betting platform software and services Provider of certified betting Platform software services to leisure betting establishments in Italy and 11 other countries. The operating assets and liabilities of the reportable segments are as follows: March 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 2,081 $ 44,157 $ 34,166 $ 80,404 Assets Current assets 12,300,829 822,379 10,479,298 23,602,506 Non-current assets 7,081,460 6,169,034 1,658,077 14,908,571 Liabilities Current liabilities (8,675,683 ) (698,241 ) (661,593 ) (10,035,517 ) Non-current liabilities (1,055,027 ) (1,201,997 ) — (2,257,024 ) Intercompany balances 4,273,141 (318,375 ) (3,954,766 ) — Net asset position $ 13,924,720 $ 4,772,800 $ 7,521,016 $ 26,218,536 The segment operating results of the reportable segments are disclosed as follows: March 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 14,065,599 $ 91,729 $ — $ — $ 14,157,328 Intercompany Service revenue 97,624 802,112 — (899,736 ) — 14,163,223 893,841 — (899,736 ) 14,157,328 Operating expenses Intercompany service expense 802,112 97,624 — (899,736 ) — Selling expenses 10,657,764 4,051 — — 10,661,815 General and administrative expenses 1,687,969 1,264,188 1,193,053 — 4,145,210 13,147,845 1,365,863 1,193,053 (899,736 ) 14,807,025 Income (Loss) from operations 1,015,378 (472,022 ) (1,193,053 ) — (649,697 ) Other (expense) income Interest expense, net (2,692 ) (3 ) (5,154 ) — (7,849 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Other income 280,882 462 — — 281,344 Other expense (24,118 ) (2.812 ) — — (26,930 ) Gain on marketable securities — — 195,000 — 195,000 Total other (expenses) income 254,072 (2,353 ) 177,013 — 428,732 (Loss) Income before Income Taxes 1,269,450 (474,375 ) (1,016,040 ) — (220,965 ) Income tax provision (393,410 ) 4,796 — — (388,614 ) Net (Loss) Income $ 876,040 $ (469,579 ) $ (1,016,040 ) $ — $ (609,579 ) The operating assets and liabilities of the reportable segments are as follows: March 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 28,758 $ 22,534 $ — $ 51,293 Assets Current assets 7,928,294 365,476 359,852 8,653,622 Non-current assets 12,633,088 6,514,244 1,279,174 20,426,506 Liabilities Current liabilities (5,911,483 ) (503,558 ) (9,918,078 ) (16,333,119 ) Non-current liabilities (1,227,525 ) (1,316,117 ) — (2,543,642 ) Intercompany balances 6,130,287 227,718 (6,358,005 ) — Net asset position $ 19,552,661 $ 5,287,763 $ (14,637,057 ) $ 10,203,367 The segment operating results of the reportable segments are disclosed as follows: March 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 10,160,370 $ 9,804 $ — $ — $ 10,170,174 Intercompany Service revenue 25,090 799,714 — (824,804 ) — 10,185,460 809,518 — (824,804 ) 10,170,174 Operating expenses Intercompany service expense 799,714 25,090 — (824,804 ) — Selling expenses 6,210,347 553,897 — — 6,764,244 General and administrative expenses 1,245,510 444,538 581,830 — 2,271,878 8,255,571 1,023,525 581,830 (824,804 ) 9,036,122 Income (Loss) from operations 1,929,889 (214,007 ) (581,830 ) — 1,134,052 Other (expense) income Interest expense, net (49,349 ) 3 (90,628 ) — (139,974 ) Amortization of debt discount — — (450,229 ) — (450,229 ) Gain on marketable securities — — 130,000 — 130,000 Other income 11,798 — — — 11,798 Total other (expenses) income (37,551 ) 3 (410,857 ) — (448,405 ) Income (Loss) before Income Taxes 1,892,338 (214,004 ) (992,687 ) — 685,647 Income tax provision (545,868 ) (5,530 ) 23,360 — (528,038 ) Net Income (Loss) $ 1,346,470 $ (219,534 ) $ (969,327 ) $ — $ 157,609 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were issued and did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies and Estim_2
Accounting Policies and Estimates (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet at December 31, 2020 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”). All amounts referred to in the Notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. For the purposes of its listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “ Continuous Disclosure Obligations” |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. |
Foreign operations | Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into U.S. Dollars at the exchange rate in effect at quarter end and the results of operations and cash flows at the average rate throughout the quarter. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All revenues were generated in Euro and Colombian Peso during the periods presented. Gains and losses from foreign currency transactions are recognized in current operations. |
Business Combinations | Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Loss Contingencies | Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, gaming license, privacy, indirect taxes, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using the Company’s website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when it believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If the Company determines that a loss is possible, and a range of the loss can be reasonably estimated, it discloses the range of the possible loss in the Notes to the unaudited condensed Consolidated Financial Statements. The Company evaluates, on a regular basis, developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should any of the Company’s estimates and assumptions change or prove to have been incorrect, it could have a material impact on its business, consolidated financial position, results of operations, or cash flows. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on the Company’s operations or financial condition. The Company has insured and continues to insure against most of these types of claims. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. |
Derivative Financial Instruments | Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020, respectively. The Company primarily places cash balances in the USA with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN $100,000 per institution, in Italy which is insured by the Italian deposit guarantee fund Fondo Interbancario di Tutela dei Depositi (FITD) up to a limit of €100,000 per institution, and in Germany which is a member of the Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken) up to a limit of €100,000 per institution. |
Gaming Accounts Receivable | Gaming Accounts Receivable Gaming accounts receivable represent gaming deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to the Company’s bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does not require collateral to support customer receivables. The Company recorded no bad debt expense for the three months ended March 31, 2021 and 2020. |
Gaming Accounts Payable | Gaming Accounts Payable Gaming accounts payable represent customer balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment of winnings from the Company at any time and the payment to customers can be made through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest bearing. |
Long-Lived Assets | Long-Lived Assets The Company evaluates the carrying value of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. |
Plant and Equipment | Plant and Equipment Plant and equipment is stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of plant and equipment. All other expenditures are recognized as expenses in the statement of operations as incurred. Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows: Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 |
Intangible Assets | Intangible Assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. The range of the estimated useful lives is as follows: Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 The Ulisse Bookmaker License has no expiration date and is therefore not amortized but is tested for impairment on an annual basis in terms of ASC 350 using estimated fair value. |
Goodwill | Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. As of March 31, 2021, there were no qualitative indications that impairment of intangible assets or goodwill may be appropriate. Although the COVID-19 pandemic has had, and is expected to continue to have a significant impact on our land-based business, the impact is expected to be mitigated because web-based turnover generated by the Company has increased. |
Leases | Leases The Company accounts for leases in terms of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the end of the lease term. Leases which imply that the Company will retain ownership at the end of the lease term are classified as financial leases, are included in plant and equipment with a corresponding financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest rate method. Leases which imply that the Company will not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected as a non-current right of use asset with a corresponding operational lease liability raised at the date of lease inception. The right of use asset and the operational lease liability are amortized over the right of use period using the effective interest rate implied in the operating lease agreement. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In Italy, tax years beginning 2015 forward, are open and subject to examination, while in Austria companies are open and subject to inspection for five years and ten years for inspection of serious infractions. In the United States and Canada, tax years beginning 2015 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include license fees, training, installation, and product support services. Revenue is recognized when transfer of control to the customer has been made and the Company’s performance obligation has been fulfilled. License fees are calculated as a percentage of each licensee’s level of activity and are contingent upon the licensee’s usage. The license fees are recognized on an accrual basis as earned. |
Stock-based Compensation | Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options is recognized ratably over the vesting period of the option. In addition, the Company records expense related to Restricted Stock Units (“RSU’s”) granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Forfeitures of stock options and RSUs are recognized as they occur. Stock-based compensation expense for a stock-based award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments. |
Earnings Per Share | Earnings Per Share Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity and include options and warrants granted and convertible debt, adding back any expenditure directly associated with the convertible instruments, if any. When the Company incurs a net loss, the effect of the Company’s outstanding stock options and warrants and convertible debt are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
Reporting by segment | Reporting by segment The Company has two operating segments from which it derives revenue. These segments are: (i) the operating of web based as well as land-based leisure betting establishments situated throughout Italy and only web based distribution in Austria; and (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and other countries. |
Accounting Policies and Estim_3
Accounting Policies and Estimates (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Plant and Equipment Estimated Useful Life | Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 |
Intangible Assets Useful Life | Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 |
Plant and equipment (Tables)
Plant and equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Plant and Equipment | March 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 64,298 $ (28,851 ) $ 35,447 $ 39,707 Computer and office equipment 984,478 (727,946 ) 256,532 247,572 Fixtures and fittings 288,725 (237,873 ) 50,852 54,465 Vehicles 102,500 (45,357 ) 57,143 63,382 Computer software 222,924 (118,990 ) 103,934 84,465 $ 1,662,925 $ (1,159,017 ) $ 503,908 $ 489,591 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Right of use assets | March 31, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 599,252 $ 687,568 Right of use assets - finance leases, net of depreciation – included in plant and equipment $ 22,716 $ 27,119 Lease costs consists of the following: Three Months Ended March 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 3,400 $ 3,110 Interest expense on lease liabilities 241 320 Operating lease cost 65,946 61,046 Total lease cost $ 69,587 $ 64,476 Other lease information: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (241 ) $ (320 ) Operating cash flows from operating leases (65,946 ) (61,046 ) Financing cash flows from finance leases (3,414 ) (3,344 ) Weighted average remaining lease term – finance leases 2.62 years 3.53 years Weighted average remaining lease term – operating leases 2.60 years 3.26 years Weighted average discount rate – finance leases 3.70 % 3.54 % Weighted average discount rate – operating leases 3.58 % 3.43 % |
Finance lease liability | Amount Remainder of 2021 $ 7,327 2022 9,079 2023 7,274 2024 844 Total undiscounted minimum future lease payments 24,524 Imputed interest (1,192 ) Total finance lease liability $ 23,332 Disclosed as: Current portion $ 6,764 Non-Current portion 16,568 $ 23,332 |
Operating lease liability | Amount Remainder of 2021 $ 185,978 2022 212,842 2023 171,620 2024 30,040 Total undiscounted minimum future lease payments 600,480 Imputed interest (27,719 ) Total operating lease liability $ 572,761 Disclosed as: Current portion $ 172,734 Non-Current portion 400,027 $ 572,761 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | March 31, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Betting platform software $ 5,689,965 $ (1,111,484 ) $ 4,578,481 $ 4,673,314 Licenses 5,799,629 (910,191 ) 4,889,438 4,917,733 Location contracts 1,000,000 (947,260 ) 52,740 88,455 Customer relationships 870,927 (376,804 ) 494,123 509,237 Trademarks 119,094 (52,691 ) 66,403 68,843 Websites 40,000 (40,000 ) — — $ 13,519,615 $ (3,438,430 ) $ 10,081,185 $ 10,257,582 |
Amortization Expense | Amount Remainder of 2021 $ 446,424 2022 450,371 2023 449,793 2024 448,118 2025 448,118 Total estimated amortization expense $ 2,242,824 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | March 31, 2021 December 31, 2020 Opening balance $ 1,663,120 $ 1,663,385 Foreign exchange movements (144 ) (265 ) Closing balance $ 1,662,976 $ 1,663,120 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Convertible Debentures | March 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ 27,442 $ 3,464,737 Repaid (27,562 ) (2,778,349 ) Conversion to equity — (634,431 ) Foreign exchange movements 120 (24,515 ) — 27,442 Accrued Interest Opening balance 7,105 524,227 Interest expense 4,696 207,595 Repaid (11,833 ) (619,992 ) Conversion to equity — (103,958 ) Foreign exchange movements 32 (767 ) — 7,105 Debenture Discount Opening balance — (627,627 ) Amortization — 627,627 — — Convertible Debentures, net $ — $ 34,547 |
Deferred Purchase Considerati_2
Deferred Purchase Consideration (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Deferred Purchase Consideration | March 31, 2021 December 31, 2020 Principal Outstanding Promissory note due to non-related parties $ 25,434 $ 1,802,384 Settled by the issuance of common shares — (724,467 ) Repayment in cash (25,262 ) (1,105,455 ) Foreign exchange movements (172 ) 52,972 — 25,434 Present value discount on future payments Present value discount (7,761 ) (120,104 ) Amortization 7,700 114,333 Foreign exchange movements 61 (1,990 ) — (7,761 ) Deferred purchase consideration, net $ — $ 17,673 |
Other long-term liabilities (Ta
Other long-term liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other long-term liabilities | March 31, 2021 December 31, 2020 Severance liability $ 293,254 $ 297,120 Customer deposit balance 348,022 366,947 Total other long-term liabilities $ 641,276 $ 664,067 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | March 31, 2021 December 31, 2020 Principal Outstanding Additions $ — $ 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) — — Promissory Notes Payable – Related Party $ — $ — |
Deferred Purchase consideration, Related Party | Description March 31, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,340 Settled by the issuance of common shares (482,978 ) Repayment in cash (385,121 ) (471,554 ) Foreign exchange movements 2,993 57,230 382,128 Present value discount on future payments Present value discount (5,174 ) (80,069 ) Amortization 5,133 76,222 Foreign exchange movements 41 (1,327 ) (5,174 ) Deferred purchase consideration, net $ $ 376,954 |
Related Party Receivables | March 31, 2021 December 31, 2020 Related Party payables Luca Pasquini $ (558 ) $ (565 ) Related Party Receivables Luca Pasquini $ 1,457 $ 1,519 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Warrants | Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 1,089,474 $ 4.00 $ 4.00 Granted 5,374,371 2.50 to 5.00 2.62 Forfeited/cancelled (1,089,474 ) 4.00 4.00 Exercised (3,321,226 ) 2.50 to 5.00 2.62 Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,485,809 ) 2.50 to 3.75 2.62 Outstanding March 31, 2021 567,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of March 31, 2021: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 507,173 4.39 $ 2.50 507,173 $ 2.50 $3.75 48,395 1.16 3.75 48,395 3.75 $5.00 11,768 1.37 5.00 11,768 5.00 567,336 4.05 $ 2.66 567,336 $ 2.66 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Assumptions | Three months ended March 31, 2021 Exercise price $ 2.62 Risk free interest rate 0.92 % Expected life of options 10 years Expected volatility of underlying stock 229.8 % Expected dividend rate 0 % |
Stock option activity | Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 315,938 $ 2.72 to 2.96 $ 2.84 Granted 1,307,000 1.84 to 2.03 1.95 Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2020 1,622,938 $ 1.84 to 2.96 2.11 Granted 50,000 2.62 2.62 Forfeited/cancelled — — — Exercised — — — Outstanding March 31, 2021 1,672,938 $ 1.84 to 2.96 $ 2.12 |
Stock options outstanding | Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted Average exercise price Number of shares Weighted average exercise price $ 1.84 648,000 9.48 — $ 2.03 659,000 9.51 158,167 $ 2.62 50,000 9.67 — $ 2.72 25,000 5.25 25,000 $ 2.80 220,625 8.48 82,917 $ 2.96 70,313 8.27 70,313 1,672,938 9.25 $ 2.12 336,397 $ 2.47 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Three Months Ended March 31, 2021 2020 Turnover Web-based $ 231,332,159 $ 92,376,106 Land-based 11,825,830 23,602,084 Total Turnover 243,157,989 115,978,190 Winnings/Payouts Web-based 215,598,415 86,095,623 Land-based 10,164,937 18,191,402 Total Winnings/payouts 225,763,352 104,287,025 Gross Gaming Revenues Web-based 15,733,744 6,280,483 Land-based 1,660,893 5,410,682 Gross Gaming Revenues $ 17,394,637 $ 11,691,165 Less: ADM Gaming Taxes (3,329,038 ) (1,530,795 ) Net Gaming Revenues $ 14,065,599 $ 10,160,370 Betting platform software and services 91,729 9,804 Revenue $ 14,157,328 $ 10,170,174 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | Description Three Months ended March 31, 2021 Three Months ended March 31, 2020 Options 1,672,938 315,938 Warrants 567,336 1,067,486 Convertible debentures — 1,106,250 2,240,274 2,489,674 |
Segmental Reporting (Tables)
Segmental Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment reporting | March 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 2,081 $ 44,157 $ 34,166 $ 80,404 Assets Current assets 12,300,829 822,379 10,479,298 23,602,506 Non-current assets 7,081,460 6,169,034 1,658,077 14,908,571 Liabilities Current liabilities (8,675,683 ) (698,241 ) (661,593 ) (10,035,517 ) Non-current liabilities (1,055,027 ) (1,201,997 ) — (2,257,024 ) Intercompany balances 4,273,141 (318,375 ) (3,954,766 ) — Net asset position $ 13,924,720 $ 4,772,800 $ 7,521,016 $ 26,218,536 The segment operating results of the reportable segments are disclosed as follows: March 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 14,065,599 $ 91,729 $ — $ — $ 14,157,328 Intercompany Service revenue 97,624 802,112 — (899,736 ) — 14,163,223 893,841 — (899,736 ) 14,157,328 Operating expenses Intercompany service expense 802,112 97,624 — (899,736 ) — Selling expenses 10,657,764 4,051 — — 10,661,815 General and administrative expenses 1,687,969 1,264,188 1,193,053 — 4,145,210 13,147,845 1,365,863 1,193,053 (899,736 ) 14,807,025 Income (Loss) from operations 1,015,378 (472,022 ) (1,193,053 ) — (649,697 ) Other (expense) income Interest expense, net (2,692 ) (3 ) (5,154 ) — (7,849 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Other income 280,882 462 — — 281,344 Other expense (24,118 ) (2.812 ) — — (26,930 ) Gain on marketable securities — — 195,000 — 195,000 Total other (expenses) income 254,072 (2,353 ) 177,013 — 428,732 (Loss) Income before Income Taxes 1,269,450 (474,375 ) (1,016,040 ) — (220,965 ) Income tax provision (393,410 ) 4,796 — — (388,614 ) Net (Loss) Income $ 876,040 $ (469,579 ) $ (1,016,040 ) $ — $ (609,579 ) The operating assets and liabilities of the reportable segments are as follows: March 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 28,758 $ 22,534 $ — $ 51,293 Assets Current assets 7,928,294 365,476 359,852 8,653,622 Non-current assets 12,633,088 6,514,244 1,279,174 20,426,506 Liabilities Current liabilities (5,911,483 ) (503,558 ) (9,918,078 ) (16,333,119 ) Non-current liabilities (1,227,525 ) (1,316,117 ) — (2,543,642 ) Intercompany balances 6,130,287 227,718 (6,358,005 ) — Net asset position $ 19,552,661 $ 5,287,763 $ (14,637,057 ) $ 10,203,367 The segment operating results of the reportable segments are disclosed as follows: March 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 10,160,370 $ 9,804 $ — $ — $ 10,170,174 Intercompany Service revenue 25,090 799,714 — (824,804 ) — 10,185,460 809,518 — (824,804 ) 10,170,174 Operating expenses Intercompany service expense 799,714 25,090 — (824,804 ) — Selling expenses 6,210,347 553,897 — — 6,764,244 General and administrative expenses 1,245,510 444,538 581,830 — 2,271,878 8,255,571 1,023,525 581,830 (824,804 ) 9,036,122 Income (Loss) from operations 1,929,889 (214,007 ) (581,830 ) — 1,134,052 Other (expense) income Interest expense, net (49,349 ) 3 (90,628 ) — (139,974 ) Amortization of debt discount — — (450,229 ) — (450,229 ) Gain on marketable securities — — 130,000 — 130,000 Other income 11,798 — — — 11,798 Total other (expenses) income (37,551 ) 3 (410,857 ) — (448,405 ) Income (Loss) before Income Taxes 1,892,338 (214,004 ) (992,687 ) — 685,647 Income tax provision (545,868 ) (5,530 ) 23,360 — (528,038 ) Net Income (Loss) $ 1,346,470 $ (219,534 ) $ (969,327 ) $ — $ 157,609 |
Accounting Policies and Estim_4
Accounting Policies and Estimates (Details Narrative) - Mar. 31, 2021 | USD ($) | CAD ($) | EUR (€) |
Accounting Policies [Abstract] | |||
FDIC Insured Amount | $ 250,000 | $ 100,000 | € 100,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2021 | |
Computer and Office equipment [Member] | Minimum [Member] | |
Useful Life | 3 years |
Computer and Office equipment [Member] | Maximum [Member] | |
Useful Life | 5 years |
Furniture and fittings [Member] | Minimum [Member] | |
Useful Life | 7 years |
Furniture and fittings [Member] | Maximum [Member] | |
Useful Life | 10 years |
Computer Software [Member] | Minimum [Member] | |
Useful Life | 3 years |
Computer Software [Member] | Maximum [Member] | |
Useful Life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Useful Life | 4 years |
Vehicles [Member] | Maximum [Member] | |
Useful Life | 5 years |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details 2) | 3 Months Ended |
Mar. 31, 2021 | |
Betting platform system [Member] | |
Useful Life | 15 years |
Multigioco and Rifa ADM Licenses [Member] | Minimum [Member] | |
Useful Life | 1 year 5 months |
Multigioco and Rifa ADM Licenses [Member] | Maximum [Member] | |
Useful Life | 7 years |
Location contracts [Member] | Minimum [Member] | |
Useful Life | 5 years |
Location contracts [Member] | Maximum [Member] | |
Useful Life | 7 years |
Customer relationships [Member] | Minimum [Member] | |
Useful Life | 10 years |
Customer relationships [Member] | Maximum [Member] | |
Useful Life | 15 years |
Trademarks[Member] | |
Useful Life | 14 years |
Website [Member] | |
Useful Life | 5 years |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Security deposit | $ 1,000,000 | |
Line of Credit | $ 500,000 | |
Metropolitan Commercial bank [Member] | ||
Line of Credit | $ 1,000,000 |
Plant and equipment - Plant and
Plant and equipment - Plant and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment | $ 503,908 | $ 489,591 |
Leasehold improvements [Member] | ||
Property, Plant and equipment, gross | 64,298 | |
Accumulated Depreciation | 28,851 | |
Property, plant and equipment | 35,447 | 39,707 |
Computer and office equipment [Member] | ||
Property, Plant and equipment, gross | 984,478 | |
Accumulated Depreciation | 727,946 | |
Property, plant and equipment | 256,532 | 247,572 |
Fixtures and fittings [Member] | ||
Property, Plant and equipment, gross | 288,725 | |
Accumulated Depreciation | 237,873 | |
Property, plant and equipment | 50,852 | 54,465 |
Vehicles [Member] | ||
Property, Plant and equipment, gross | 102,500 | |
Accumulated Depreciation | 45,357 | |
Property, plant and equipment | 57,143 | 63,382 |
Computer software [Member] | ||
Property, Plant and equipment, gross | 222,924 | |
Accumulated Depreciation | 118,990 | |
Property, plant and equipment | $ 103,934 | $ 84,465 |
Plant and equipment (Details Na
Plant and equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Charges | $ 50,777 | $ 51,125 |
Leases - Right of use assets (D
Leases - Right of use assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Right of use assets - operating leases, net of amortization | $ 599,252 | $ 687,568 | |
Right of use assets - finance leases, net of depreciation included in property, plant and equipment | 22,716 | $ 27,119 | |
Amortization of right-of-use assets | 3,400 | $ 3,110 | |
Interest expense on lease liabilities | 241 | 320 | |
Finance lease cost | 3,641 | 3,430 | |
Operating lease cost | 65,946 | 61,046 | |
Total lease cost | 69,587 | 64,476 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | (241) | (320) | |
Operating cash flows from operating leases | (65,946) | (61,046) | |
Financing cash flows from finance leases | $ (3,414) | $ (3,344) | |
Weighted average remaining lease term - finance leases | 2 years 226 days 7 hours 12 minutes | 3 years 193 days 10 hours 48 minutes | |
Weighted average remaining lease term - operating leases | 2 years 219 days | 3 years 94 days 21 hours 36 minutes | |
Weighted average discount rate- finance leases | 3.70% | 3.54% | |
Weighted average discount rate- operating leases | 3.58% | 3.43% |
Leases - Finance lease liabilit
Leases - Finance lease liability (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 7,327 | |
2022 | 9,079 | |
2023 | 7,274 | |
2024 | 844 | |
Total undiscounted minimum future lease payments | 24,524 | |
Imputed interest | (1,192) | |
Total finance lease liability | 23,332 | |
Current portion | 6,764 | $ 10,511 |
Non-Current portion | $ 16,568 | $ 17,265 |
Leases - Operating lease liabil
Leases - Operating lease liability (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 185,978 | |
2022 | 212,842 | |
2023 | 171,620 | |
2024 | 30,040 | |
Total undiscounted minimum future lease payments | 600,480 | |
Imputed interest | (27,719) | |
Total operating lease liability | 572,761 | |
Current portion | 172,734 | $ 238,899 |
Non-Current portion | $ 400,027 | $ 416,861 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible assets | $ 10,081,185 | $ 10,257,582 |
Betting platform system [Member] | ||
Intangible assets, gross | 5,689,965 | |
Accumulated amortization | 1,111,484 | |
Intangible assets | 4,578,481 | 4,673,314 |
License [Member] | ||
Intangible assets, gross | 5,799,629 | |
Accumulated amortization | 910,191 | |
Intangible assets | 4,889,438 | 4,917,733 |
Location contracts [Member] | ||
Intangible assets, gross | 1,000,000 | |
Accumulated amortization | 947,260 | |
Intangible assets | 52,740 | 88,455 |
Customer relationships [Member] | ||
Intangible assets, gross | 870,927 | |
Accumulated amortization | 376,804 | |
Intangible assets | 494,123 | |
Trademarks[Member] | ||
Intangible assets, gross | 119,094 | |
Accumulated amortization | 52,691 | |
Intangible assets | 66,403 | 509,237 |
Website [Member] | ||
Intangible assets, gross | 40,000 | |
Accumulated amortization | $ 40,000 | |
Intangible assets | $ 68,843 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Undiscounted minimum future lease payments | $ 2,242,824 | $ 448,118 | $ 448,118 | $ 449,793 | $ 450,371 | $ 446,424 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization Expense | $ 175,829 | $ 175,748 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening balance | $ 1,663,120 | $ 1,663,385 |
Foreign exchange movements | (144) | (265) |
Goodwill | $ 1,662,976 | $ 1,663,120 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | ||
Marketable securities, shares | 2,500,000 | |
Per Share | $ 0.265 | |
Gain (Loss) on marketable securities | $ 195,000 | $ 130,000 |
Line of Credit - Bank (Details
Line of Credit - Bank (Details Narrative) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Interest rate | 3.00% |
Security deposit | $ 1,000,000 |
Convertible Debentures - Conver
Convertible Debentures - Convertible Debentures (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accrued Interest | ||
Accrued interest, opening balance | ||
Interest expense | 22,521 | |
Accrued interest, ending balance | ||
Debenture Discount | ||
Convertible Debenture | 34,547 | |
Convertible Debentures [Member] | ||
Convertible Debt, gross | 27,442 | 3,464,737 |
Repaid | (27,562) | (2,778,349) |
Conversion to equity | (634,431) | |
Foreign exchange movements | 120 | (24,515) |
Convetible debt, ending | 27,442 | |
Accrued Interest | ||
Accrued interest, opening balance | 7,105 | 524,227 |
Interest expense | 4,696 | 207,595 |
Repaid | (11,833) | (619,992) |
Conversion to equity | (103,958) | |
Foreign exchange movements | 32 | (767) |
Accrued interest, ending balance | 7,105 | |
Debenture Discount | ||
Debenture Discount, opening balance | (627,627) | |
Amortization | 627,627 | |
Debenture Discount, ending balance |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($) | Mar. 31, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Mar. 31, 2021CAD ($) | Dec. 31, 2020CAD ($) | |
Payment on convertible debt | $ 14,465 | |||||
Interest | 22,521 | |||||
Issuance of common shares | (724,467) | |||||
Convertible Debentures, USA [Member] | ||||||
Convertible Debentures | 27,442 | $ 35,000 | ||||
Payment on convertible debt | $ 35,000 | |||||
Princpal | 400,000 | |||||
Interest | 70,492 | |||||
Issuance of common shares | $ 230,134 | |||||
Convertible Debentures, Canadian [Member] | ||||||
Princpal | $ 317,600 | |||||
Interest | $ 45,029 | |||||
Debt, US [Member] | ||||||
Convertible Debentures | 10,000 | |||||
Debt, CDN [Member] | ||||||
Convertible Debentures | 48,416 | $ 65,000 | ||||
Debt acquired by related party | $ 35,000 | |||||
Convertible Debentures, USA [Member] | ||||||
Convertible Debentures | $ 600,000 | |||||
Expiration date | Sep. 28, 2020 | Sep. 28, 2020 | ||||
Convertible Debentures, Canadian [Member] | ||||||
Convertible Debentures | $ 180,257 | $ 242,000 | ||||
Debt acquired by related party | $ 500,000 | $ 207,000 |
Deferred Purchase Considerati_3
Deferred Purchase Consideration - Deferred Purchase Consideration (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | |
Principal Outstanding | |||
Promissory note due to non-related parties | $ 25,434 | $ 1,802,384 | |
Settled by the issuance of common shares | (724,467) | ||
Repayment in cash | (25,262) | € (20,800) | (1,105,455) |
Foreign exchange movements | (172) | 52,972 | |
Ending balance | 25,434 | ||
Present value discount on future payments | |||
Present value discount, beginning | (7,761) | (120,104) | |
Amortization | 7,700 | 114,333 | |
Foreign exchange movements | 61 | (1,990) | |
Present value discount, ending | (7,761) | ||
Deferred purchase consideration, net | $ 17,673 |
Bank Loan Payable (Details Narr
Bank Loan Payable (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016EUR (€) | |
Payment on loan | $ 14,465 | |||||
Intesa Sanpaolo Bank [Member] | ||||||
Bank Loan | $ 580,000 | € 500,000 | ||||
Points | 4.50% | 4.50% | ||||
Number of payments | 57 | 57 | ||||
Monthly payments | 9,971 | $ 11,000 | € 9,760 | |||
Payment on loan | $ 33,491 | € 27,773 |
Other long-term liabilities - O
Other long-term liabilities - Other long-term liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Severance liability | $ 293,254 | $ 297,120 |
Customer deposit balance | 348,022 | 366,947 |
Total other long-term liabilities | $ 641,276 | $ 664,067 |
Related Parties - Related Parti
Related Parties - Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Principal Outstanding | ||
Opening balance | ||
Additions | $ 300,000 | |
Repayment | (200,000) | |
Applied to warrant exercise | (100,000) | |
Ending Balance | ||
Accrued Interest | ||
Accrued interest, opening balance | ||
Interest expense | 22,521 | |
Repayment | (14,465) | |
Applied to warrant exercise | $ (8,056) |
Related Parties - Deferred Purc
Related Parties - Deferred Purchase consideration, Related Party (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | |
Principal Outstanding | |||
Promissory note due to non-related parties | $ 25,434 | $ 1,802,384 | |
Settled by the issuance of common shares | (724,467) | ||
Repayment in cash | (25,262) | € (20,800) | (1,105,455) |
Foreign exchange movements | (172) | 52,972 | |
Ending balance | 25,434 | ||
Present value discount on future payments | |||
Present value discount, beginning | (7,761) | (120,104) | |
Amortization | 7,700 | 114,333 | |
Foreign exchange movements | 61 | (1,990) | |
Present value discount, ending | (7,761) | ||
Deferred purchase consideration, Related Party, net of discount of $56,989 | 376,954 | ||
Related party Deferred Purchase Consideration [Member] | |||
Principal Outstanding | |||
Promissory note due to non-related parties | 382,128 | 1,279,340 | |
Settled by the issuance of common shares | (482,978) | ||
Repayment in cash | (385,121) | € (312,500) | (471,554) |
Foreign exchange movements | 2,993 | 57,230 | |
Ending balance | 382,128 | ||
Present value discount on future payments | |||
Present value discount, beginning | (5,174) | (80,069) | |
Amortization | 5,133 | 76,222 | |
Foreign exchange movements | 41 | (1,327) | |
Present value discount, ending | $ (5,174) |
Related Parties - Related Party
Related Parties - Related Party Receivables (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Advances from stockholders | $ (558) | $ (565) |
Related party receivable | 1,457 | 1,519 |
Luca Pasquini [Member] | ||
Advances from stockholders | (558) | (565) |
Related party receivable | $ 1,457 | $ 1,519 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2019USD ($) | Jan. 31, 2019EUR (€) | Mar. 31, 2021USD ($)shares | Mar. 31, 2021EUR (€)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2018shares | |
Proceeds from Convertible Debt | $ (27,562) | $ (8,996) | |||||||
Stock Options available | shares | 1,024,938 | 1,024,938 | 1,850,000 | 1,850,000 | 1,150,000 | ||||
Proceeds from warrants exercised | $ 3,909,981 | ||||||||
Forte Fixtures and Millworks [Member] | |||||||||
Debt acquired by related party, principal | $ 150,000 | ||||||||
Debt acquired by related party, interest | 70,000 | ||||||||
Convertible Debentures | $ 350,000 | $ 207,000 | |||||||
Maturity date | Sep. 28, 2020 | Sep. 28, 2020 | |||||||
Stock option term | 2 years | 2 years | |||||||
Stock Options available | shares | 134,508 | 134,508 | |||||||
Warrant exercised, share | shares | 3.75 | 3.75 | |||||||
Proceeds from warrants exercised | $ 630,506 | ||||||||
Payments on Loan | $ 445,020 | ||||||||
Forte Fixtures and Millworks [Member] | |||||||||
Stock option term | 3 years | 3 years | |||||||
Stock Options available | shares | 33,627 | 33,627 | |||||||
Warrant exercised, share | shares | 5 | 5 | |||||||
Gold Street Capital [Member] | |||||||||
Proceeds from Convertible Debt | $ 35,000 | ||||||||
Convertible Debentures | $ 34,547 | $ 44,062 | |||||||
Stock option term | 2 years | 2 years | |||||||
Warrant exercised, share | shares | 3.75 | 3.75 | |||||||
Proceeds from warrants exercised | $ 9,533 | ||||||||
Gold Street Capital [Member] | |||||||||
Stock option term | 3 years | 3 years | |||||||
Warrant exercised, share | shares | 5 | 5 | |||||||
Proceeds from warrants exercised | $ 2,383 | ||||||||
Luca Pasquini [Member] | |||||||||
Proceeds from warrants exercised | € | € 4,000,000 | ||||||||
Purchase price | $ 4,576,352 | ||||||||
Issuance of common stock, shares | shares | 112,521 | 112,521 | |||||||
Issuance of common stock, value | 300,000 | $ 334,791 | € 300,000 | ||||||
Purchase price paid in cash | 915,270 | 800,000 | |||||||
Payments on Loan | 500,000 | $ 604,380 | € 500,000 | ||||||
Total payments | € | 800,000 | ||||||||
Virtual Generation bonus earnout | 561,351 | ||||||||
Stock based compensation, shares | shares | 44,968 | 44,968 | |||||||
Stock based compensation | $ 257,217 | ||||||||
Michele Ciavarella [Member] | |||||||||
Stock based compensation, shares | shares | 24,476 | 24,476 | |||||||
Stock based compensation | $ 140,000 | ||||||||
Michele Ciavarella [Member] | |||||||||
Stock based compensation, shares | shares | 175,396 | 175,396 | |||||||
Stock based compensation | $ 1,003,265 | ||||||||
Gabriele Peroni [Member] | |||||||||
Proceeds from warrants exercised | € | 4,000,000 | ||||||||
Purchase price | 4,576,352 | ||||||||
Issuance of common stock, shares | shares | 112,521 | 112,521 | |||||||
Issuance of common stock, value | 300,000 | $ 334,791 | € 300,000 | ||||||
Purchase price paid in cash | 915,270 | 800,000 | |||||||
Payments on Loan | 500,000 | $ 604,380 | € 500,000 | ||||||
Total payments | € | € 800,000 | ||||||||
Virtual Generation bonus earnout | $ 561,351 | ||||||||
Stock based compensation, shares | shares | 74,294 | 74,294 | |||||||
Stock based compensation | $ 424,962 | ||||||||
Alessandro Marcelli [Member] | |||||||||
Stock based compensation, shares | shares | 34,002 | 34,002 | |||||||
Stock based compensation | $ 194,491 | ||||||||
Franco Salvagni [Member] | |||||||||
Stock based compensation, shares | shares | 70,807 | 70,807 | |||||||
Stock based compensation | $ 405,016 | ||||||||
Beniamino Gianfelici [Member] | |||||||||
Stock based compensation, shares | shares | 63,278 | 63,278 | |||||||
Stock based compensation | $ 361,950 | ||||||||
Steven Shallcross [Member] | |||||||||
Stock based compensation, shares | shares | 5,245 | 5,245 | |||||||
Stock based compensation | $ 30,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Proceeds from warrants exercised | $ 3,909,981 | |
Related Parties [Member] | ||
Stock based compensation, shares | 467,990 | |
Stock based compensation | $ 2,676,901 | |
Warrants [Member] | ||
Warrants exercised, shares | 1,485,809 | |
Proceeds from warrants exercised | $ 3,909,981 | |
Warrant exercised, share | 2.63 |
Warrants - Warrants (Details)
Warrants - Warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrant Shares [Rollforward] | ||
Outstanding at beginning of period | 2,053,145 | 1,089,474 |
Granted during the period | 5,374,371 | |
Forfeited/cancelled during the period | (1,089,474) | |
Excercised during the period | (1,485,809) | (3,321,226) |
Outstanding at end of period | 567,336 | 2,053,145 |
Weighted Average Exercise Price Per Common Share | ||
Outstanding at beginning of period | $ 2.63 | $ 4 |
Granted during the period | 2.62 | |
Forfeited/Canceled during the period | 4 | |
Exercised during the period | 2.62 | 2.62 |
Outstanding at end of period | $ 2.66 | $ 2.63 |
Weighted Average Life per Warrant | ||
Outstanding at beginning of period | 4 years 5 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant [Member] | |||
Number of shares | 567,336 | 2,053,145 | 1,089,474 |
Weighted average remianing years | 4 years 5 days | ||
Weighted average exercise price | $ 2.66 | $ 2.63 | $ 4 |
$2.50 [Member] | |||
Number of shares | 507,173 | ||
Weighted average remianing years | 4 years 3 months 9 days | ||
Weighted average exercise price | $ 2.50 | ||
$3.75 [Member] | |||
Number of shares | 48,395 | ||
Weighted average remianing years | 1 year 1 month 6 days | ||
Weighted average exercise price | $ 3.75 | ||
$5.00 [Member] | |||
Number of shares | 11,768 | ||
Weighted average remianing years | 1 year 3 months 7 days | ||
Weighted average exercise price | $ 5 |
Stock Options - Stock option As
Stock Options - Stock option Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Class of Stock [Line Items] | |
Exercise price | $ 2.62 |
Risk free interest rate | 0.92% |
Expected life of options | P10Y |
Expected volatility of underlying stock | 229.80% |
Expected dividend rate | 0.00% |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock option Activity | ||
Options outstanding, shares | 1,672,938 | |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price | $ 2.12 | |
Stock option [Member] | ||
Stock option Activity | ||
Options outstanding, shares | 1,622,938 | 315,938 |
Granted | 50,000 | 1,307,000 |
Options outstanding, shares | 1,672,938 | 1,622,938 |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price | $ 2.11 | $ 2.84 |
Granted | 2.62 | 1.95 |
Options outstanding, weighted average exercise price | $ 2.12 | $ 2.11 |
Stock Options - Stock options o
Stock Options - Stock options outstanding (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Options outstanding, shares | 1,672,938 |
Options oustanding, weighted average remaining years | 9 years 2 months 5 days |
Options outstanding, weighted average exercise price | $ / shares | $ 2.12 |
Options exercisable, shares | 336,397 |
Options exercisable, weighted average exercise price | $ / shares | $ 2.47 |
$1.84[Member] | |
Exercise price per share | $ / shares | $ 1.84 |
Options outstanding, shares | 648,000 |
Options oustanding, weighted average remaining years | 9 years 4 months 8 days |
$2.03[Member] | |
Exercise price per share | $ / shares | $ 2.03 |
Options outstanding, shares | 659,000 |
Options oustanding, weighted average remaining years | 9 years 5 months 1 day |
Options exercisable, shares | 158,167 |
$2.62[Member] | |
Exercise price per share | $ / shares | $ 2.72 |
Options outstanding, shares | 50,000 |
Options oustanding, weighted average remaining years | 9 years 6 months 7 days |
$2.72[Member] | |
Exercise price per share | $ / shares | $ 2.80 |
Options outstanding, shares | 25,000 |
Options oustanding, weighted average remaining years | 5 years 2 months 5 days |
Options exercisable, shares | 25,000 |
$2.80[Member] | |
Exercise price per share | $ / shares | $ 2.96 |
Options outstanding, shares | 220,625 |
Options oustanding, weighted average remaining years | 8 years 4 months 8 days |
Options exercisable, shares | 82,917 |
$2.96[Member] | |
Options outstanding, shares | 70,313 |
Options oustanding, weighted average remaining years | 8 years 2 months 7 days |
Options exercisable, shares | 70,313 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Oct. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2018 |
Stock options available | 1,024,938 | 1,850,000 | 1,150,000 | |||
Stock options for future grants | 1,975,062 | |||||
Unvested options, shares | 1,336,542 | |||||
Unvested options, amount | $ 2,447,604 | |||||
Intrinsic Value of stock options | $ 5,311,604 | |||||
Director [Member] | ||||||
Stock options available | 300,000 | |||||
Non-Employee Director [Member] | ||||||
Stock options available | 250,000 | |||||
Mr. Monteverdi [Member] | ||||||
Stock options available | 648,000 | |||||
Per share | $ 1.84 | |||||
Employee [Member] | ||||||
Stock options available | 50,000 | |||||
Per share | $ 2.62 |
Revenues - Revenues (Details)
Revenues - Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Turnover | $ 243,157,989 | $ 115,978,190 |
Less: Winnings/payouts | 225,763,352 | 104,287,025 |
Gross Gaming Revenues | 17,394,637 | 11,691,165 |
Less: ADM Gaming Taxes | (3,329,038) | (1,530,795) |
Net Gaming Revenues | 14,065,599 | 10,160,370 |
Betting platform software and services | 91,729 | 9,804 |
Revenue | 14,157,328 | 10,170,174 |
Web-based [Member] | ||
Total Turnover | 231,332,159 | 92,376,106 |
Less: Winnings/payouts | 215,598,415 | 86,095,623 |
Gross Gaming Revenues | 15,733,744 | 6,280,483 |
Land-based [Member] | ||
Total Turnover | 11,825,830 | 23,602,084 |
Less: Winnings/payouts | 10,164,937 | 18,191,402 |
Gross Gaming Revenues | $ 1,660,893 | $ 5,410,682 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Earnings per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Options | 1,672,938 | 315,938 |
Warrants | 567,336 | 1,067,486 |
Convertible debentures | 1,106,250 | |
Anti-dilutive shares | 2,240,274 | 2,489,674 |
Net Income (Loss) per Common _4
Net Income (Loss) per Common Share (Details Narrative) - Dilutive income per share | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Interest Income | $ 79,300 |
Amortization of debt discount | $ 396,010 |
Segmental Reporting - Segment r
Segmental Reporting - Segment reporting (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Purchase of Non-Current assets | $ 80,404 | $ 51,293 | |
Assets | |||
Total Current Assets | 23,602,506 | 8,653,622 | $ 21,193,666 |
Total Non-Current Assets | 14,908,571 | 20,426,506 | 14,664,313 |
Liabilities | |||
Total Current Liabilities | (10,035,517) | (16,333,119) | (13,314,035) |
Total Non-Current Liabilities | (2,257,024) | (2,543,642) | $ (2,387,591) |
Intercompany balances | |||
Net Asset position | 26,218,536 | 10,203,367 | |
Betting establishments [Member] | |||
Purchase of Non-Current assets | 2,081 | 28,758 | |
Assets | |||
Total Current Assets | 12,300,829 | 7,928,294 | |
Total Non-Current Assets | 7,081,460 | 12,633,088 | |
Liabilities | |||
Total Current Liabilities | (8,675,683) | (5,911,483) | |
Total Non-Current Liabilities | (1,055,027) | (1,227,525) | |
Intercompany balances | 4,273,141 | 6,130,287 | |
Net Asset position | 13,924,720 | 19,552,661 | |
Betting Platform Software and Services [Member] | |||
Purchase of Non-Current assets | 44,157 | 22,534 | |
Assets | |||
Total Current Assets | 822,379 | 365,476 | |
Total Non-Current Assets | 6,169,034 | 6,514,244 | |
Liabilities | |||
Total Current Liabilities | (698,241) | (503,558) | |
Total Non-Current Liabilities | (1,201,997) | (1,316,117) | |
Intercompany balances | (318,375) | 227,718 | |
Net Asset position | 4,772,800 | 5,287,763 | |
All Other [Member] | |||
Purchase of Non-Current assets | 34,166 | ||
Assets | |||
Total Current Assets | 10,479,298 | 359,852 | |
Total Non-Current Assets | 1,658,077 | 1,279,174 | |
Liabilities | |||
Total Current Liabilities | (661,593) | (9,918,078) | |
Total Non-Current Liabilities | |||
Intercompany balances | (3,954,766) | (6,358,005) | |
Net Asset position | $ 7,521,016 | $ (14,637,057) |
Segmental Reporting (Details Na
Segmental Reporting (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Gaming Revenues | $ 14,157,328 | $ 10,170,174 |
Intercompany Service revenue | ||
Revenue | 14,157,328 | 10,170,174 |
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | 10,661,815 | 6,215,161 |
General and administrative expenses | 4,145,210 | 2,820,961 |
Total Costs and Expenses | 14,807,025 | 9,036,122 |
Income (Loss) from operations | (649,697) | 1,134,052 |
Other (Expenses) Income | ||
Interest expense, net | (7,849) | (139,974) |
Amortization of debt discount | (12,833) | (450,229) |
Other income | 281,344 | 11,798 |
Other expense | (26,930) | |
Gain on marketable securities | 195,000 | 130,000 |
Total other (expenses) income | 428,732 | (448,405) |
(Loss) Income before Income Taxes | (220,965) | 685,647 |
Income taxes provision | (388,614) | (528,038) |
Net (Loss) Income | (609,579) | 157,609 |
Betting establishments [Member] | ||
Net Gaming Revenues | 14,065,599 | 10,160,370 |
Intercompany Service revenue | 97,624 | 25,090 |
Revenue | 14,163,223 | 10,185,460 |
Operating expenses | ||
Intercompany service expense | 802,112 | 799,714 |
Selling expenses | 10,657,764 | 6,210,347 |
General and administrative expenses | 1,687,969 | 1,245,510 |
Total Costs and Expenses | 13,147,845 | 8,255,571 |
Income (Loss) from operations | 1,015,378 | 1,929,889 |
Other (Expenses) Income | ||
Interest expense, net | (2,692) | (49,349) |
Amortization of debt discount | ||
Other income | 280,882 | 11,798 |
Other expense | (24,118) | |
Gain on marketable securities | ||
Total other (expenses) income | 254,072 | (37,551) |
(Loss) Income before Income Taxes | 1,269,450 | 1,892,338 |
Income taxes provision | (393,410) | (545,868) |
Net (Loss) Income | 876,040 | 1,346,470 |
Betting Platform Software and Services [Member] | ||
Net Gaming Revenues | 91,729 | 9,804 |
Intercompany Service revenue | 802,112 | 799,714 |
Revenue | 893,841 | 809,518 |
Operating expenses | ||
Intercompany service expense | 97,624 | 25,090 |
Selling expenses | 4,051 | 553,897 |
General and administrative expenses | 1,264,188 | 444,538 |
Total Costs and Expenses | 1,365,863 | 1,023,525 |
Income (Loss) from operations | (472,022) | (214,007) |
Other (Expenses) Income | ||
Interest expense, net | (3) | 3 |
Amortization of debt discount | ||
Other income | 462 | |
Other expense | (2,812) | |
Gain on marketable securities | ||
Total other (expenses) income | (2,353) | 3 |
(Loss) Income before Income Taxes | (474,375) | (214,004) |
Income taxes provision | 4,796 | (5,530) |
Net (Loss) Income | (469,579) | (219,534) |
All Other [Member] | ||
Net Gaming Revenues | ||
Intercompany Service revenue | ||
Revenue | ||
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | ||
General and administrative expenses | 1,193,053 | 581,830 |
Total Costs and Expenses | 1,193,053 | 581,830 |
Income (Loss) from operations | (1,193,053) | (581,830) |
Other (Expenses) Income | ||
Interest expense, net | (5,154) | (90,628) |
Amortization of debt discount | (12,833) | (450,229) |
Other income | ||
Other expense | ||
Gain on marketable securities | 195,000 | 130,000 |
Total other (expenses) income | 177,013 | (410,857) |
(Loss) Income before Income Taxes | (1,016,040) | (992,687) |
Income taxes provision | 23,360 | |
Net (Loss) Income | (1,016,040) | (969,327) |
Adjustment [Member] | ||
Net Gaming Revenues | ||
Intercompany Service revenue | (899,736) | (824,804) |
Revenue | (899,736) | (824,804) |
Operating expenses | ||
Intercompany service expense | (899,736) | (824,804) |
Selling expenses | ||
General and administrative expenses | ||
Total Costs and Expenses | (899,736) | (824,804) |
Income (Loss) from operations | ||
Other (Expenses) Income | ||
Interest expense, net | ||
Amortization of debt discount | ||
Other income | ||
Other expense | ||
Gain on marketable securities | ||
Total other (expenses) income | ||
(Loss) Income before Income Taxes | ||
Income taxes provision | ||
Net (Loss) Income |