Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39170 | |
Entity Registrant Name | ELYS GAME TECHNOLOGY, CORP. | |
Entity Central Index Key | 0001080319 | |
Entity Tax Identification Number | 33-0823179 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 130 Adelaide Street, West | |
Entity Address, Address Line Two | Suite 701 | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | M5H 2K4 | |
City Area Code | 628 | |
Local Phone Number | 258-514 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ELYS | |
Security Exchange Name | NASDAQ | |
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 | 23,297,932 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 9,408,035 | $ 18,945,817 |
Accounts receivable | 126,810 | 162,141 |
Gaming accounts receivable | 1,291,802 | 1,455,710 |
Prepaid expenses | 802,153 | 327,190 |
Related party receivable | 1,438 | 1,519 |
Other current assets | 495,649 | 301,289 |
Total Current Assets | 12,125,887 | 21,193,666 |
Non-Current Assets | ||
Restricted cash | 1,393,404 | 1,098,952 |
Property, plant and equipment | 444,608 | 489,591 |
Right of use assets | 581,944 | 687,568 |
Intangible assets | 20,324,314 | 10,257,582 |
Goodwill | 28,687,156 | 1,663,120 |
Marketable securities | 175,000 | 467,500 |
Total Non - Current Assets | 51,606,426 | 14,664,313 |
Total Assets | 63,732,313 | 35,857,979 |
Current Liabilities | ||
Bank overdraft | 4,705 | 3,902 |
Line of credit - bank | 500,000 | |
Accounts payable and accrued liabilities | 4,225,564 | 7,961,146 |
Gaming accounts payable | 3,420,042 | 3,084,768 |
Taxes payable | 789,407 | 946,858 |
Related party payable | 51,397 | 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 | |
Convertible debentures | 34,547 | |
Operating lease liability | 71,574 | 238,899 |
Financial lease liability | 2,107 | 10,511 |
Bank loan payable – current portion | 75,680 | 138,212 |
Total Current Liabilities | 8,640,476 | 13,314,035 |
Non-Current Liabilities | ||
Deferred tax liability | 3,371,517 | 1,222,513 |
Operating lease liability | 492,215 | 416,861 |
Financial lease liability | 16,346 | 17,265 |
Bank loan payable | 146,325 | 66,885 |
Contingent purchase consideration | 25,286,033 | |
Other long-term liabilities | 357,577 | 664,067 |
Total Non – Current Liabilities | 29,670,013 | 2,387,591 |
Total Liabilities | 38,310,489 | 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; 23,297,932 and 20,029,834 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 2,330 | 2,003 |
Additional paid-in capital | 65,640,086 | 53,064,919 |
Accumulated other comprehensive (deficit) income | (145,969) | 267,948 |
Accumulated deficit | (40,074,623) | (33,178,517) |
Total Stockholders' Equity | 25,421,824 | 20,156,353 |
Total Liabilities and Stockholders’ Equity | $ 63,732,313 | $ 35,857,979 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 |
Common Stock, Shares, Issued | 23,297,932 | 20,029,834 |
Common Stock, Shares, Outstanding | 23,297,932 | 20,029,834 |
Deferred Purchase Consideration [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 7,761 |
Deferred Purchase Consideration Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 5,174 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 8,030,082 | $ 9,701,796 | $ 33,877,359 | $ 24,682,239 |
Costs and Expenses | ||||
Selling expenses | 6,054,757 | 7,154,623 | 26,333,156 | 17,327,150 |
General and administrative expenses | 5,075,300 | 3,156,505 | 13,975,455 | 8,860,893 |
Total Costs and Expenses | 11,130,057 | 10,311,128 | 40,308,611 | 26,188,043 |
Loss from Operations | (3,099,975) | (609,332) | (6,431,252) | (1,505,804) |
Other (Expenses) Income | ||||
Other income | 74,327 | 37,273 | 444,689 | 62,933 |
Other expense | (384) | (109,623) | (28,522) | (109,623) |
Interest expense, net of interest income | (4,705) | (56,093) | (14,748) | (229,166) |
Change in fair value of contingent purchase consideration | (569,076) | (569,076) | ||
Amortization of present value discount | (43,604) | (12,833) | (780,678) | |
Loss on extinguishment of convertible debt | (719,390) | |||
(Loss) gain on marketable securities | (200,000) | (250,000) | (292,500) | 472,500 |
Total Other (Expenses) Income | (699,838) | (422,047) | (472,990) | (1,303,424) |
Loss Before Income Taxes | (3,799,813) | (1,031,379) | (6,904,242) | (2,809,228) |
Income tax provision | 284,636 | (181,902) | 8,136 | (771,999) |
Net Loss | (3,515,177) | (1,213,281) | (6,896,106) | (3,581,227) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (154,572) | 218,193 | (413,917) | 124,679 |
Comprehensive Loss | $ (3,669,749) | $ (995,088) | $ (7,310,023) | $ (3,456,548) |
Loss per common share – basic and diluted | $ (0.15) | $ (0.08) | $ (0.31) | $ (0.27) |
Weighted average number of common shares outstanding – basic and diluted | 23,080,193 | 14,525,372 | 22,205,785 | 13,057,608 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,194 | $ 32,218,643 | $ (176,717) | $ (23,241,835) | $ 8,801,285 |
Shares, Issued, Beginning Balance at Dec. 31, 2019 | 11,949,042 | ||||
Shares issued on conversion of convertible debentures | $ 12 | 395,241 | 395,253 | ||
Shares issued on conversion of convertible debentures, shares | 123,399 | ||||
Common stock issued to settle deferred purchase consideration | $ 21 | 842,411 | 842,432 | ||
Common stock issued to settle deferred purchase consideration, shares | 204,437 | ||||
Stock based compensation expense | 118,818 | 118,818 | |||
Foreign currency translation adjustment | (112,030) | (112,030) | |||
Net loss | 157,609 | 157,609 | |||
Ending balance, value at Mar. 31, 2020 | $ 1,227 | 33,575,113 | (288,747) | (23,084,226) | 10,203,367 |
Shares, Issued, Ending Balance at Mar. 31, 2020 | 12,276,878 | ||||
Shares issued on conversion of convertible debentures | $ 11 | 333,074 | 333,085 | ||
Shares issued on conversion of convertible debentures, shares | 103,586 | ||||
Common stock issued to settle deferred purchase consideration | $ 11 | 273,736 | 273,747 | ||
Common stock issued to settle deferred purchase consideration, shares | 114,538 | ||||
Stock based compensation expense | 79,971 | 79,971 | |||
Fair value of warrants issued on convertible debt extensions | 719,390 | 719,390 | |||
Foreign currency translation adjustment | 18,516 | 18,516 | |||
Net loss | (2,525,555) | (2,525,555) | |||
Ending balance, value at Jun. 30, 2020 | $ 1,249 | 34,981,284 | (270,231) | (25,609,781) | 9,102,521 |
Shares, Issued, Ending Balance at Jun. 30, 2020 | 12,495,002 | ||||
Shares issued on conversion of convertible debentures | 10,666 | 10,666 | |||
Shares issued on conversion of convertible debentures, shares | 3,341 | ||||
Common stock issued to settle deferred purchase consideration | $ 4 | 91,261 | 91,265 | ||
Common stock issued to settle deferred purchase consideration, shares | 35,130 | ||||
Stock based compensation expense | 45,301 | 45,301 | |||
Public offering proceeds | $ 417 | 10,005,832 | 10,006,249 | ||
Public offering proceeds, shares | 4,166,666 | ||||
Expenses related to public offering | 1,040,127 | 1,040,127 | |||
Foreign currency translation adjustment | 218,193 | 218,193 | |||
Net loss | (1,213,281) | (1,213,281) | |||
Expenses related to public offering | (1,040,127) | (1,040,127) | |||
Ending balance, value at Sep. 30, 2020 | $ 1,670 | 44,094,217 | (52,038) | (26,823,062) | 17,220,787 |
Shares, Issued, Ending Balance at Sep. 30, 2020 | 16,700,139 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2,003 | 53,064,919 | 267,948 | (33,178,517) | 20,156,353 |
Shares, Issued, Beginning Balance at Dec. 31, 2020 | 20,029,834 | ||||
Proceeds from warrants exercised | $ 149 | 3,909,832 | 3,909,981 | ||
Proceeds from warrants exercised | 1,488,809 | ||||
Common stock issued to settle liabilities | $ 47 | 2,676,854 | 2,676,901 | ||
Common stock issued to settle liabilities, Shares | 467,990 | ||||
Restricted stock awards | $ 2 | 139,998 | 140,000 | ||
Restricted stock awards, Shares | 24,476 | ||||
Stock based compensation expense | 288,968 | 288,968 | |||
Foreign currency translation adjustment | (344,088) | (344,088) | |||
Net loss | (609,579) | (609,579) | |||
Ending balance, value at Mar. 31, 2021 | $ 2,201 | 60,080,571 | (76,140) | (33,788,096) | 26,218,536 |
Shares, Issued, Ending Balance at Mar. 31, 2021 | 22,011,109 | ||||
Proceeds from warrants exercised | $ 1 | 12,499 | 12,500 | ||
Proceeds from warrants exercised | 5,000 | ||||
Stock based compensation expense | 291,162 | 291,162 | |||
Foreign currency translation adjustment | 84,743 | 84,743 | |||
Net loss | (2,771,350) | (2,771,350) | |||
Ending balance, value at Jun. 30, 2021 | $ 2,202 | 60,384,232 | 8,603 | (36,559,446) | 23,835,591 |
Shares, Issued, Ending Balance at Jun. 30, 2021 | 22,016,109 | ||||
Shares issued in consideration of acquisition | $ 127 | 4,544,177 | 4,544,304 | ||
Shares issued in consideration of acquisition, shares | 1,265,823 | ||||
Proceeds from warrants exercised | $ 1 | 39,999 | 40,000 | ||
Proceeds from warrants exercised | 16,000 | ||||
Stock based compensation expense | 671,678 | 671,678 | |||
Foreign currency translation adjustment | (154,572) | (154,572) | |||
Net loss | (3,515,177) | (3,515,177) | |||
Ending balance, value at Sep. 30, 2021 | $ 2,330 | $ 65,640,086 | $ (145,969) | $ (40,074,623) | $ 25,421,824 |
Shares, Issued, Ending Balance at Sep. 30, 2021 | 23,297,932 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Net Loss | $ (6,896,106) | $ (3,581,227) | |
Adjustments to reconcile net loss to net cash Used in Operating Activities | |||
Depreciation and amortization | 885,437 | 700,994 | |
Change in fair value of contingent purchase consideration | 569,076 | ||
Amortization of present value discount | 12,833 | 780,678 | |
Restricted stock awards | 140,000 | ||
Stock option compensation expense | 1,251,808 | 244,090 | |
Non-cash interest | 6,788 | 199,536 | |
Loss on extinguishment of convertible debt | 719,390 | ||
Unrealized loss (gain) on trading securities | 292,500 | (472,500) | |
Movement in deferred taxation | (116,896) | (70,080) | |
Bad debt expense | 214,820 | ||
Gain on Government relief loan forgiven | (7,992) | ||
Changes in Operating Assets and Liabilities (Net of assets acquired and liabilities assumed) | |||
Prepaid expenses | (458,601) | (107,876) | |
Accounts payable and accrued liabilities | (1,095,287) | 148,579 | |
Accounts receivable | 79,467 | 32,520 | |
Gaming accounts receivable | 89,293 | 205,253 | |
Gaming accounts liabilities | 516,302 | 2,970 | |
Taxes payable | (110,385) | 431,741 | |
Due from related parties | (1,968) | (4,842) | |
Other current assets | (134,648) | 136,074 | |
Long term liabilities | (280,230) | 7,013 | |
Net Cash Used in Operating Activities | (5,258,609) | (412,867) | |
Cash Flows from Investing Activities | |||
Acquisition of subsidiary, net of cash of $26,161 | (5,973,839) | ||
Acquisition of property, plant and equipment and intangible assets | (135,835) | (172,674) | |
Net Cash Used in Investing Activities | (6,109,674) | (172,674) | |
Cash Flows from Financing Activities | |||
Proceeds from public offering, less expenses related to public offering of $1,040,127 | 8,966,122 | ||
Proceeds from warrants exercised | 3,962,482 | ||
Proceeds from bank overdraft | 1,045 | ||
Repayment of bank credit line | (500,000) | (1,000,000) | |
Repayment of bank loan | (100,850) | (30,539) | |
Redemption of convertible debentures | (27,562) | (3,010,655) | |
Proceeds from promissory notes, related party | 301,071 | ||
Proceeds from Government relief loan | 29,822 | ||
Repayment of Government relief loan | (25,438) | ||
Repayment of deferred purchase consideration – non-related parties | (385,121) | (455,827) | |
Repayment of deferred purchase consideration – related parties | (25,262) | (92,444) | |
Repayment of financial leases | (8,108) | (10,222) | |
Net Cash Provided by (Used in) Financing Activities | 2,891,186 | 4,697,328 | |
Effect of change in exchange rate | (766,233) | 302,444 | |
Net (decrease) increase in cash | (9,243,330) | 4,414,231 | |
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 | 10,801,439 | 11,146,746 | $ 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 | 9,408,035 | 10,572,496 | |
Restricted cash included in non-current assets | 1,393,404 | 574,250 | |
Supplemental disclosure of cash flow information | |||
Interest | 22,609 | 570,492 | |
Income tax | 266,211 | 378,616 | |
Supplemental cash flow disclosure for non-cash activities | |||
Conversion of convertible debt to common stock | 739,004 | ||
Deferred purchase consideration settled by the issuance of common stock | 1,207,444 | ||
Common stock issued to settle liabilities | 2,676,901 | ||
Common shares issued in consideration of acquisition (Refer Note 3 below) | $ 4,544,304 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Acquistion of subsidary, cash payment | $ 26,161 | |
Payments of Stock Issuance Costs | $ 1,040,127 |
1. Nature of Business
1. Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. 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. On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 6,000,000 4.74 The Sellers will have an opportunity to receive up to an additional $38 million 38,000,000 plus a potential premium of 10% (or $3.8 million) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued . Any excess not approved by shareholders or exceeding the cap will be paid in cash. On September 1, 2021, the Company issued a press release announcing the approval of its first license in Washington DC, a Class B Managed Service Provider and Class B Operator licenses to operate a sportsbook within the Grand Central Bar and Grill located in the Adams Morgan area of Washington, D.C. which commenced sports betting in October 2021. 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. (“Elys”) 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 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 Bookmakers Company US LLC July 15, 2021 USA U.S. Dollar The Company operates in two lines of business: (i) the operating of web based betting as well as land based leisure betting establishments situated throughout Italy and; (ii) provider of certified betting Platform software services to global leisure betting establishments and operators. The Company’s operations are carried out through the following four geographically organized groups: a) an operational group based in Europe that maintains administrative offices headquartered in Rome, Italy with satellite offices for operations administration in Naples and Teramo, Italy and San Gwann, Malta; b) a recently acquired operational group based in the US with offices in Las Vegas, Nevada; c) a technology group which is based in Innsbruck, Austria and manages software development, training, and administration; and d) a corporate group which is based in North America and operates out of our principal executive suite in Toronto, Canada and satellite executive suites in the USA in San Francisco, California and Delray Beach, Florida, 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. |
2. Accounting Policies and Esti
2. Accounting Policies and Estimates | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
2. 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 and nine months ended September 30, 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, Colombian Peso and US Dollars 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 contingent purchase consideration due on the acquisition of subsidiaries is measured at fair value on an annual basis. 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 September 30, 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 $ 250,000 100,000 €100,000 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 and nine months ended September 30, 2021 and a bad debt expense of $ 214,820 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. Property, 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: Plant and Equipment Useful lives 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 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 units exceed their fair values 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 units exceeds their fair value. If the carrying amount of the reporting units exceeds their fair value, an asset impairment charge will be recognized in an amount equal to that excess. As of September 30, 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 property, 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. Contingent Purchase Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of the purchase price consideration for acquisitions. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). An increase in the earn-out expected to be paid will result in a charge to operations in the year that the anticipated fair value of contingent consideration increases, while a decrease in the earn-out expected to be paid will result in a credit to operations in the year that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. Additional information regarding contingent consideration is provided in Note 3. 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 web based in the (ii) provider of certified betting Platform software services to global leisure betting establishments and operators. The recent acquisition of Bookmakers Company US LLC is reported under the Company’s certified betting platform software services segment. |
3. Acquisition of subsidiaries
3. Acquisition of subsidiaries | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
3. Acquisition of subsidiaries | 3. Acquisition of subsidiaries On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304 on the date of acquisition. The Sellers will have an opportunity to receive up to an additional $38,000,000 (undiscounted) plus a potential undiscounted premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The fair value of the contingent purchase The goodwill of $27,024,383 arising on consolidation consists largely of the reputation and knowledge of USB in the sports betting market in the US markets which should facilitate the Company’s penetration into the US market. All of the goodwill was assigned to the None of the goodwill is expected to be deducted for income tax purposes. In terms of the agreement, the preliminary purchase price was allocated to the fair market value of tangible and intangible assets acquired and liabilities assumed as follows: Amount Consideration Cash 6,000,000 1,265,823 shares of common stock at fair market value 4,554,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 26,161 Other Current assets 151,284 Property, plant and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 10,972,233 Less: liabilities assumed Current liabilities assumed (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 $ 35,261,261 The amount of revenue and earnings include in the Company’s consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2021 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2020. 17 ELYS GAME TECHNOLOGY, CORP. Notes to Unaudited Condensed Consolidated Financial Statements Revenue Earnings Actual from July 15, 2021 to September 30, 2021 $ 121,552 $ (395,566 ) 2021 Supplemental pro forma from January 1, 2021 to September 30, 2021 $ 34,288,462 $ (7,154,851 ) 2020 Supplemental pro forma from January 1, 2020 to September 30, 2020 $ 24,992,504 $ (4,810,317 ) The 2021 Supplemental pro forma information was adjusted to exclude $120,479 of non-recurring acquisition costs, in addition, the 2021 and 2020 supplemental pro forma information was adjusted to account for amortization of intangibles on acquisition of $579,619 and $802,550 , respectively. |
4. Restricted Cash
4. Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
4. Restricted Cash | 4. 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 1,000,000 |
5. Property, plant and equipmen
5. Property, plant and equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
5. Property, plant and equipment | 5. Property, plant and equipment September 30, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 63,436 $ (33,484 ) $ 29,952 $ 39,707 Computer and office equipment 1,016,822 (776,040 ) 240,782 247,572 Fixtures and fittings 289,679 (243,407 ) 46,272 54,465 Vehicles 101,148 (52,126 ) 49,022 63,382 Computer software 227,216 (148,636 ) 78,580 84,465 $ 1,698,301 $ (1,253,693 ) $ 444,608 $ 489,591 The aggregate depreciation charge to operations was $ 162,594 173,983 |
6. Leases
6. Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
6. Leases | 6 . Leases Right of use assets are included in the consolidated balance sheet are as follows: September 30, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 581,944 $ 687,568 Right of use assets - finance leases, net of depreciation – included in property, plant and equipment $ 17,867 $ 27,119 Lease costs consists of the following: Nine Months Ended September 30, 2021 2020 Finance lease cost: Amortization of financial lease assets $ 8,071 $ 9,509 Interest expense on lease liabilities 642 903 Operating lease cost 201,308 186,308 Total lease cost $ 210,021 $ 196,720 Other lease information: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (642 ) $ (903 ) Operating cash flows from operating leases (201,308 ) (186,308 ) Financing cash flows from finance leases (8,108 ) (9,319 ) Weighted average remaining lease term – finance leases 2.43 2.90 Weighted average remaining lease term – operating leases 1.95 3.07 Weighted average discount rate – finance leases 3.73 % 3.60 % Weighted average discount rate – operating leases 3.23 % 3.42 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases are as follows: Finance lease liability Amount Remainder of 2021 $ 2,272 2022 8,957 2023 7,177 2024 833 Total undiscounted minimum future lease payments 19,239 Imputed interest (786 ) Total finance lease liability $ 18,453 Disclosed as: Current portion $ 2,107 Non-Current portion 16,346 $ 18,453 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Operating lease liability Amount Remainder of 2021 $ 76,162 2022 269,988 2023 209,319 2024 29,637 Total undiscounted minimum future lease payments 585,106 Imputed interest (21,317 ) Total operating lease liability $ 563,789 Disclosed as: Current portion $ 71,574 Non-Current portion 492,215 $ 563,789 |
7. Intangible Assets
7. Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
7. Intangible Assets | 7. Intangible Assets Intangible assets consist of the following: September 30, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Betting platform software $ 5,689,965 $ (1,301,150 ) $ 4,388,815 $ 4,673,314 Licenses 5,797,954 (955,554 ) 4,842,400 4,917,733 Location contracts 1,000,000 (1,000,000 ) — 88,455 Customer relationships 8,145,927 (491,237 ) 7,654,690 509,237 Trademarks 1,537,972 (86,396 ) 1,451,576 68,843 Non-compete agreements 2,096,000 (109,167 ) 1,986,833 — Websites 40,000 (40,000 ) — — $ 24,307,818 $ (3,983,504 ) $ 20,324,314 $ 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 $ 722,843 527,011 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: Amortization Expense Amount Remainder of 2021 $ 390,124 2022 1,520,415 2023 1,519,836 2024 1,518,174 2025 1,278,007 2026 994,173 Total estimated amortization expense $ 7,220,729 |
8. Goodwill
8. Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
8. Goodwill | 8. Goodwill September 30, 2021 December 31, 2020 Opening balance $ 1,663,120 $ 1,663,385 Acquisition of Bookmakers company US LLC 27,024,383 — Foreign exchange movements (347 ) (265 ) Closing balance $ 28,687,156 $ 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. |
9. Marketable Securities
9. Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
9. Marketable Securities | 9. Marketable Securities Investments in marketable securities consists of 2,500,000 The shares of Zoompass were last quoted on the OTC market at $0.07 $292,500 |
10. Line of Credit - Bank
10. Line of Credit - Bank | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
10. Line of Credit - Bank | 10. Line of Credit - Bank The Company maintains a $ 1,000,000 $0 3.00 1,000,000 |
11. Convertible Debentures
11. Convertible Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debentures | |
11. Convertible Debentures | 11. 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 September 30, 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 65,000 $48,416 35,000 $600,000 $242,000 $180,257 September 28, 2020 $500,000 $207,000 $35,000 $35,000 in the first quarter of 2021. debt acquired by a related party During the year ended December 31, 2020, investors in Canadian Dollar convertible debentures converted the aggregate principal amount of CDN $ 317,600 45,029 400,000 70,492 230,134 The Aggregate convertible debentures outstanding consists of the following: Convertible Debentures September 30, 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 |
12. Deferred Purchase Considera
12. Deferred Purchase Consideration | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Purchase Consideration | |
12. Deferred Purchase Consideration | 12. Deferred Purchase Consideration During the nine month 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: Deferred Purchase Consideration September 30, 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 |
13. Bank Loan Payable
13. Bank Loan Payable | 9 Months Ended |
Sep. 30, 2021 | |
Federal Home Loan Banks [Abstract] | |
13. Bank Loan Payable | 13. Bank Loan Payable In September 2016, the Company obtained a loan of € 500,000 580,000 4.5 57 months ending June 30, 2021 with monthly repayments of € 9,760 in terms of a directive by the Italian Government, in order to provide financial relief due to the Covid-19 pandemic, Multigioco was able to suspend repayments of the loan for a period of six months and extend the maturity date of the loan to March 31, 2022, the interest rate remained the same at 4.5% above the Euro Inter Bank Offered Rate and monthly repayments were revised to € 9,971 . The Company made payments under the loan in the aggregate principal amount of € 84,294 100,850 |
14. Contingent purchase conside
14. Contingent purchase consideration | 9 Months Ended |
Sep. 30, 2021 | |
Contingent Purchase Consideration | |
14. Contingent purchase consideration | 14. Contingent purchase consideration In terms of the acquisition of USB disclosed in Note 3 above, the Sellers will have an opportunity to receive up to an additional $38,000,000 plus a potential premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The Company had an independent third party valuation entity perform a Purchase Price Analysis which included the probability of the Sellers achieving the additional proceeds of $41,800,000. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Due to the uncertainty regarding the achievement of the stated unadjusted accumulated EBITA milestones and the methodology in determining the number of shares to be issued during each earnout period and the potential restriction on the number of shares available for issue, the contingent purchase consideration is classified as a liability. September 30, 2021 Contingent purchase consideration Contingent purchase consideration measured on the acquisition of USB $ 24,716,957 Settled by the issuance of common shares — Repayment in cash — Changes in fair value 569,076 Contingent consideration at September 30, 2021 25,286,033 |
15. Other long-term liabilities
15. Other long-term liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
15. Other long-term liabilities | 15. Other long-term liabilities Other long-term liabilities represent 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: Other long-term liabilities September 30, 2021 December 31, 2020 Severance liability $ 338,475 $ 297,120 Customer deposit balance 19,102 366,947 Total other long-term liabilities $ 357,577 $ 664,067 |
16. Related Parties
16. Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
16. Related Parties | 16. Related Parties Notes Payable, Related Party On March 11, 2020, the Company received an advance of $ 300,000 The movement on notes payable, Related Party, consists of the following: Note Payable, Related Party September 30, 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 $70,000 $350,000 $207,000 $445,020 As an incentive for extending the maturity date of the convertible debentures, Forte Fixtures was granted 2 134,508 3.75 6 33,627 $5.00 630,506 Deferred Purchase consideration, Related Party During the first and second quarter, 312,500 385,121 The movement on deferred purchase consideration consists of the following: Deferred Purchase consideration Description September 30, 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: Related Party Receivables September 30, 2021 December 31, 2020 Related Party payables Related Party payables Luca Pasquini $ (543 ) $ (565 ) Related Party payables Victor Salerno (50,854 ) — Related Party payables (51,397 ) $ (565 ) Related Party Receivables Related Party Receivables Luca Pasquini $ 1,438 $ 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 44,062 34,547 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 5.00 9,533 2,383 Luca Pasquini On January 31, 2019, the Company acquired VG for € 4,000,000 $4,576,352 800,000 915,270 800,000 500,000 300,000 500,000 604,380 112,521 300,000 334,791 On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217 On July 11, 2021, the Company entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was € 390,000 459,572 34 On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company. Victor Salerno On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the $6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of common stock issued on closing. Together with the consummation of the acquisition of USB, the Company entered into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025 (the “Salerno Employment Agreement”), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of $0 and thereafter $ 150,000 Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year’s salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. If Mr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result in Mr. Salerno being paid all unpaid salary and expenses and one times annual salary. Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. On September 13, 2021, the board of directors of the Company appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, Bookmakers Company US LLC (“US Bookmaking”), to serve as a member of the Board. Prior to the acquisition of USB, Mr. Salerno had advanced USB $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and repayable on December 31, 2023. Michele Ciavarella Mr. Ciavarella agreed to receive $ 140,000 24,476 On January 22, 2021, the Company issued Mr. Ciavarella 175,396 1,003,265 On July 15, 2021, Michele Ciavarella, Executive Chairman of the Company, was appointed as the interim Chief Executive Officer and President of the Company, effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive Chairman and interim Chief Executive Officer until the earlier of his resignation or removal from office. Matteo Monteverdi Mr. Monteverdi resigned as the Company’s Chief Executive Officer and President to become the Company’s Head of Special Projects. Gabriele Peroni On January 31, 2019, the Company acquired Virtual Generation Limited for € 4,000,000 4,576,352 €800,000 $915,270 800,000 500,000 €300,000 500,000 $604,380 112,521 300,000 334,791 On January 22, 2021, the Company issued Mr. Peroni 74,294 424,962 Alessandro Marcelli On January 22, 2021, the Company issued Mr. Marcelli 34,002 194,491 Franco Salvagni On January 22, 2021, the Company issued Mr. Salvagni 70,807 405,016 Beniamino Gianfelici On January 22, 2021, the Company issued Mr. Gianfelici 63,278 361,950 Paul Sallwasser On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 5.10 Steven Shallcross On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 30,000 On September 13, 2021, the Company granted Mr. Shallcross ten year options exercisable for 13,600 5.10 Mark Korb On July 5, 2021, the Company entered into an employment agreement dated July 1, 2021 with Mark Korb, the Company’s Chief Financial Officer, (the “Korb Employment Agreement”), to employ Mr. Korb, on a full-time basis commencing September 1, 2021, as Chief Financial Officer for a term of four (4) years, at an annual base salary of $360,000 $2,000 400,000 4.03 In addition, the Korb Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If his employment is terminated by the Company other than for “Cause,” death or Disability or by Mr. Korb for “Good Reason” (each as defined in the Korb Employment Agreement), he will be entitled to receive from the Company in equal installments over a six month period (1) an amount equal to one (1) times the sum of: (A) his base salary and (B) an amount equal to the highest annual MBO Bonus (as defined in the Korb Employment Agreement”) paid to him (if any) in respect of the two (2) most recent fiscal years of the Company but not more than his MBO Bonus for the-then current fiscal year (provided if such termination occurs within the first twelve (12) months of the Agreement, the amount shall be Mr. Korb’s MBO Bonus for the-then current fiscal year); (2) in lieu of any MBO Bonus for the year in which such termination occurs, payment of an amount equal to (A) the MBO Bonus (if any) which would have been payable to Mr. Korb had he remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Mr. Korb was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs. In addition, he will be entitled to continue to receive under the Employment Agreement an amount equal to the reimbursement of up to $2,000 a month in third-party medical and welfare benefits for Mr. Korb and his dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Korb becomes eligible to receive such coverage under a subsequent employer’s insurance plan. Mr. Korb’s receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to his employment with the Company and the termination of his employment, and compliance with the restrictive covenants described in the following paragraph. If the Korb Employment Agreement is terminated by the Company for cause or by Mr. Korb for Good Reason, then Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the termination date and all expenses incurred by him prior to the termination date. The Korb Employment Agreement also provides that upon the Disability ( as defined in the Korb Employment Agreement) of Mr. Korb or his death, Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the date of his declared Disability or death and all expenses incurred by him prior to such date and one times his base salary. Pursuant to the Korb Employment Agreement, Mr. Korb has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Korb has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. Andrea Mandel-Mantello On June 29, 2021, the board of directors of the Company appointed Mr. Mandel-Mantello to serve as a member of the Board. The appointment was effective immediately and Mr. Mandel-Mantello will serve on the audit committee. On September 13, 2021, the Company granted Mr. Mandel-Montello ten year options exercisable for 13,600 5.10 Phillipe Blanc On July 1, 2021, Philippe Blanc resigned as a director of the Company, simultaneously with Mr. Blanc’s resignation as a director of the Company, the Company entered into a consulting agreement with Mr. Blanc to provide for his future services in a consulting capacity over two years. Mr. Blanc will receive € 105,000 |
17. Stockholders_ Equity
17. Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
17. Stockholders’ Equity | 17. Stockholders’ Equity For the nine months ended September 30, 2021, the Company issued a total of 467,990 2,676,901 Between January 4, 2021, and September 21, 2021, investors exercised warrants for 1,506,809 3,962,481 2.63 On January 22, 2021, the Company issued 24,476 140,000 On July 15, 2021, the Company issued 1,265,823 shares of common stock to the Sellers of USB, at $4.74 per share for a total of $6,000,000, representing 50% of the initial purchase consideration. |
18. Warrants
18. Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
18. Warrants | 18. Warrants A summary of all of the Company’s warrant activity during the period January 1, 2020 to September 30, 2021 is as follows: Warrants Number of shares Exercise price per share Weighted average exercise price Warrants: Number of Shares Warrants: Exercise price per share Warrants: 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 (1,506,809 ) 2.50 to 3.75 2.63 Outstanding September 30, 2021 546,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of September 30, 2021: Warrants outstanding, Exercise Price Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 486,173 3.88 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.66 3.75 48,395 3.75 $5.00 11,768 0.87 5.00 11,768 5.00 546,336 3.53 $ 2.66 546,336 $ 2.66 |
19. Stock Options
19. Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
19. Stock Options | 19. Stock Options In September 2018, our stockholders approved our 2018 Equity Incentive Plan, which provides for a maximum of 1,150,000 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 – 300,000 250,000 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 In addition, pursuant to the employment agreement entered into with Mr. Monteverdi, the Company granted Mr. Monteverdi a non-plan option to purchase 648,000 $1.84 During the period ended September 30, 2021, the Company issued ten year options to purchase 720,000 2.62 4.20 On July 1, 2021, in compliance with the 400,000 $4.03 On August 31, 2021, due to the resignation of an employee, unvested options for 50,000 On September 13, 2021, the Company granted the non-executive members of its board ten year options to purchase 48,500 5.10 The options awarded during the nine months ended September 30, 2021 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Assumptions Nine months ended September 30, 2021 Exercise price $ 2.62 to 5.10 Risk free interest rate 0.92 to 1.63 % Expected life of options 10 Expected volatility of underlying stock 223 to 229.8 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2020 to September 30, 2021 is as follows: Stock Option Activity Number of shares Exercise price per share Weighted average exercise price Stock Option Activity 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 1,168,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding September 30, 2021 2,741,438 $ 1.84 to 5.10 $ 2.16 The following tables summarize information about stock options outstanding as of September 30, 2021: 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 8.98 162,000 $2.03 659,000 9.01 316,333 $2.72 25,000 4.75 25,000 $2.80 220,625 7.98 110,495 $2.96 70,313 7.77 70,313 $4.03 1,020,000 9.76 51,667 $4.07 25,000 9.79 — $4.20 25,000 9.59 — $5.10 48,500 9.96 — 2,741,438 9.16 $ 2.91 735,807 $ 2.36 As of September 30, 2021, there were unvested options to purchase 2,005,630 $6,093,119 The intrinsic value of the options at September 30, 2021 was $ 5,534,868 As of September 30, 2021, there was an aggregate of 2,093,438 492,466 414,096 |
20. Revenues
20. Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
20. Revenues | 20. Revenues The following table represents disaggregated revenues from our gaming operations for the three months and nine months ended September 30, 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, and taxes due to government authorities, while Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Turnover Turnover web-based $ 162,471,799 $ 117,879,687 $ 613,678,568 $ 300,111,151 Turnover land-based 1,193,778 25,823,099 13,237,738 53,635,357 Total Turnover 163,665,577 143,702,786 626,916,306 353,746,508 Winnings/Payouts Winnings web-based 152,328,198 110,841,093 572,975,466 281,541,363 Winnings land-based 1,031,217 21,495,660 11,362,524 43,286,978 Total Winnings/payouts 153,359,415 132,336,753 584,337,990 324,828,341 Gross Gaming Revenues 10,306,162 11,366,033 42,578,316 28,918,167 Less: ADM Gaming Taxes 2,515,570 1,698,192 9,129,881 4,294,680 Net Gaming Revenues 7,790,592 9,667,841 33,448,435 24,623,487 Service Revenues 239,490 33,955 428,924 58,752 Revenue $ 8,030,082 $ 9,701,796 $ 33,877,359 $ 24,682,239 |
21. Net loss per Common Share
21. Net loss per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
21. Net loss per Common Share | 21. Net 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, present value 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 and nine months ended September 30, 2021 and 2020 was anti-dilutive due to the losses realized. For the three months and nine months ended September 30, 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: Net loss per Common Share Description Three and nine Months ended September 30, 2021 Three and nine Months ended September 30, 2020 Options 2,741,438 963,938 Warrants 546,336 5,374,371 3,287,774 6,338,309 |
22. Segmental Reporting
22. Segmental Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
22. Segmental Reporting | 22. 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 web based in the (ii) Betting platform software and services Provider of certified betting Platform software services to global leisure betting establishments and operators. The operating assets and liabilities of the reportable segments are as follows: Segment Reporting September 30, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 25,502 $ 37,881,164 $ 43,552 $ 37,950,218 Assets Current assets 8,587,092 1,308,003 2,230,792 12,125,887 Non-current assets 6,783,911 43,666,430 1,156,085 51,606,426 Liabilities Current liabilities (6,499,182 ) (915,762 ) (1,225,532 ) (8,640,476 ) Non-current liabilities (765,779 ) (3,618,200 ) (25,286,034 ) (29,670,013 ) Intercompany balances 4,247,985 (705,171 ) (3,542,814 ) — Net asset position $ 12,354,027 $ 39,735,300 $ (26,667,503 ) $ 25,421,824 The segment operating results of the reportable segments are disclosed as follows: Nine months ended September 30, 2021 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 33,448,435 $ 428,924 $ — $ — $ 33,877,359 Intercompany Service revenue 271,518 3,323,848 — (3,595,366 ) — Total revenue 33,719,953 3,752,772 — (3,595,366 ) 33,877,359 Operating expenses Intercompany service expense 3,323,848 271,518 — (3,595,366 ) — Selling expenses 26,318,643 14,513 — — 26,333,156 General and administrative expenses 5,251,863 4,204,834 4,518,758 — 13,975,455 Total operating expenses 34,894,354 4,490,865 4,518,758 (3,595,366 ) 40,308,611 (Loss) Income from operations (1,174,401 ) (738,093 ) (4,518,758 ) — (6,431,252 ) Other income (expense) Other income 434,624 2,073 7,992 — 444,689 Other expense (23,954 ) (4,568 ) — — (28,522 ) Interest expense, net (7,486 ) (2,109 ) (5,153 ) — (14,748 ) Change in fair value of contingent purchase consideration — — (569,076 ) — (569,076 ) Amortization of present value discount — — (12,833 ) — (12,833 ) Loss on conversion of debt Loss on marketable securities — — (292,500 ) — (292,500 ) Total other income (expense) 403,184 (4,604 ) (871,570 ) — (472,990 ) (Loss) Income before Income Taxes (771,217 ) (742,697 ) (5,390,328 ) — (6,904,242 ) Income tax provision (50,666 ) 58,802 — — 8,136 Net Loss $ (821,883 ) $ (683,895 ) $ (5,390,328 ) $ — $ (6,896,106 ) The operating assets and liabilities of the reportable segments are as follows: September 30, 2020 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 112,506 $ 60,168 $ — $ 172,674 Assets Current assets 6,940,838 265,782 4,944,614 12,151,234 Non-current assets 12,490,886 6,311,200 620,090 19,422,176 Liabilities Current liabilities (5,847,368 ) (489,859 ) (5,385,225 ) (11,722,452 ) Non-current liabilities (1,320,714 ) (1,279,434 ) (30,023 ) (2,630,171 ) Intercompany balances 4,591,801 (61,400 ) (4,530,401 ) — Net asset position $ 16,855,443 $ 4,746,289 $ (4,380,945 ) $ 17,220,787 The segment operating results of the reportable segments are disclosed as follows: Nine months ended September 30, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 24,623,487 $ 58,752 $ — $ — $ 24,682,239 Intercompany Service revenue 62,159 1,971,089 — (2,033,248 ) — Total Revenue 24,685,646 2,029,841 — (2,033,248 ) 24,682,239 Operating expenses Intercompany service expense 1,971,089 62,159 — (2,033,248 ) — Selling expenses 17,316,388 10,762 — — 17,327,150 General and administrative expenses 3,216,798 2,750,780 2,893,315 — 8,860,893 Total operating expenses 22,504,275 2,823,701 2,893,315 (2,033,248 ) 26,188,043 (Loss) income from operations 2,181,371 (793,860 ) (2,893,315 ) — (1,505,804 ) Other (expense) income Other income 62,888 45 — — 62,933 Other expense (109,098 ) (525 ) — — (109,623 ) Interest expense, net (2,292 ) (66 ) (226,808 ) — (229,166 ) Amortization of present value discount — — (780,678 ) — (780,678 ) Loss on conversion of debt — — (719,390 ) — (719,390 ) Loss on marketable securities — — 472,500 — 472,500 Total other (expenses) income (48,502 ) (546 ) (1,254,376 ) — (1,303,424 ) Income (Loss) before Income Taxes 2,132,869 (794,406 ) (4,147,691 ) — (2,809,228 ) Income tax provision (674,273 ) 64,386 (162,112 ) — (771,999 ) Net Income (Loss) $ 1,458,596 $ (730,020 ) $ (4,309,803 ) $ — $ (3,581,227 ) |
23. Subsequent Events
23. Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
23. Subsequent Events | 23. 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. |
2. Accounting Policies and Es_2
2. Accounting Policies and Estimates (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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, Colombian Peso and US Dollars 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 contingent purchase consideration due on the acquisition of subsidiaries is measured at fair value on an annual basis. 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 September 30, 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 $ 250,000 100,000 €100,000 |
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 and nine months ended September 30, 2021 and a bad debt expense of $ 214,820 |
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. |
Property, Plant and Equipment | Property, 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: Plant and Equipment Useful lives 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 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 units exceed their fair values 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 units exceeds their fair value. If the carrying amount of the reporting units exceeds their fair value, an asset impairment charge will be recognized in an amount equal to that excess. As of September 30, 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 property, 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. |
Contingent Purchase Consideration | Contingent Purchase Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of the purchase price consideration for acquisitions. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). An increase in the earn-out expected to be paid will result in a charge to operations in the year that the anticipated fair value of contingent consideration increases, while a decrease in the earn-out expected to be paid will result in a credit to operations in the year that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. Additional information regarding contingent consideration is provided in Note 3. |
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 web based in the (ii) provider of certified betting Platform software services to global leisure betting establishments and operators. The recent acquisition of Bookmakers Company US LLC is reported under the Company’s certified betting platform software services segment. |
2. Accounting Policies and Es_3
2. Accounting Policies and Estimates (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Plant and Equipment Useful lives | Plant and Equipment Useful lives 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 Useful lives | Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 |
3. Acquisition of subsidiaries
3. Acquisition of subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of subsidiaries | Amount Consideration Cash 6,000,000 1,265,823 shares of common stock at fair market value 4,554,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 26,161 Other Current assets 151,284 Property, plant and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 10,972,233 Less: liabilities assumed Current liabilities assumed (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 $ 35,261,261 |
5. Property, plant and equipm_2
5. Property, plant and equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Plant and equipment | September 30, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 63,436 $ (33,484 ) $ 29,952 $ 39,707 Computer and office equipment 1,016,822 (776,040 ) 240,782 247,572 Fixtures and fittings 289,679 (243,407 ) 46,272 54,465 Vehicles 101,148 (52,126 ) 49,022 63,382 Computer software 227,216 (148,636 ) 78,580 84,465 $ 1,698,301 $ (1,253,693 ) $ 444,608 $ 489,591 |
6. Leases (Tables)
6. Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Right of use assets are included in the consolidated balance sheet are as follows: | Right of use assets are included in the consolidated balance sheet are as follows: September 30, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 581,944 $ 687,568 Right of use assets - finance leases, net of depreciation – included in property, plant and equipment $ 17,867 $ 27,119 Lease costs consists of the following: Nine Months Ended September 30, 2021 2020 Finance lease cost: Amortization of financial lease assets $ 8,071 $ 9,509 Interest expense on lease liabilities 642 903 Operating lease cost 201,308 186,308 Total lease cost $ 210,021 $ 196,720 Other lease information: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (642 ) $ (903 ) Operating cash flows from operating leases (201,308 ) (186,308 ) Financing cash flows from finance leases (8,108 ) (9,319 ) Weighted average remaining lease term – finance leases 2.43 2.90 Weighted average remaining lease term – operating leases 1.95 3.07 Weighted average discount rate – finance leases 3.73 % 3.60 % Weighted average discount rate – operating leases 3.23 % 3.42 % |
Leases - Finance lease liability | Finance lease liability Amount Remainder of 2021 $ 2,272 2022 8,957 2023 7,177 2024 833 Total undiscounted minimum future lease payments 19,239 Imputed interest (786 ) Total finance lease liability $ 18,453 Disclosed as: Current portion $ 2,107 Non-Current portion 16,346 $ 18,453 |
Leases - Operating lease liability | Operating lease liability Amount Remainder of 2021 $ 76,162 2022 269,988 2023 209,319 2024 29,637 Total undiscounted minimum future lease payments 585,106 Imputed interest (21,317 ) Total operating lease liability $ 563,789 Disclosed as: Current portion $ 71,574 Non-Current portion 492,215 $ 563,789 |
7. Intangible Assets (Tables)
7. Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | September 30, 2021 December 31, 2020 Cost Accumulated amortization Net book value Net book value Betting platform software $ 5,689,965 $ (1,301,150 ) $ 4,388,815 $ 4,673,314 Licenses 5,797,954 (955,554 ) 4,842,400 4,917,733 Location contracts 1,000,000 (1,000,000 ) — 88,455 Customer relationships 8,145,927 (491,237 ) 7,654,690 509,237 Trademarks 1,537,972 (86,396 ) 1,451,576 68,843 Non-compete agreements 2,096,000 (109,167 ) 1,986,833 — Websites 40,000 (40,000 ) — — $ 24,307,818 $ (3,983,504 ) $ 20,324,314 $ 10,257,582 |
Intangible Assets - Amortization Expense | Amortization Expense Amount Remainder of 2021 $ 390,124 2022 1,520,415 2023 1,519,836 2024 1,518,174 2025 1,278,007 2026 994,173 Total estimated amortization expense $ 7,220,729 |
8. Goodwill (Tables)
8. Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | September 30, 2021 December 31, 2020 Opening balance $ 1,663,120 $ 1,663,385 Acquisition of Bookmakers company US LLC 27,024,383 — Foreign exchange movements (347 ) (265 ) Closing balance $ 28,687,156 $ 1,663,120 |
11. Convertible Debentures (Tab
11. Convertible Debentures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debentures | |
Convertible Debentures | Convertible Debentures September 30, 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 |
12. Deferred Purchase Conside_2
12. Deferred Purchase Consideration (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Purchase Consideration | |
Deferred Purchase Consideration | Deferred Purchase Consideration September 30, 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 |
14. Contingent purchase consi_2
14. Contingent purchase consideration (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Contingent Purchase Consideration | |
Contigent Purchase Consideration | September 30, 2021 Contingent purchase consideration Contingent purchase consideration measured on the acquisition of USB $ 24,716,957 Settled by the issuance of common shares — Repayment in cash — Changes in fair value 569,076 Contingent consideration at September 30, 2021 25,286,033 |
15. Other long-term liabiliti_2
15. Other long-term liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other long-term liabilities | Other long-term liabilities September 30, 2021 December 31, 2020 Severance liability $ 338,475 $ 297,120 Customer deposit balance 19,102 366,947 Total other long-term liabilities $ 357,577 $ 664,067 |
16. Related Parties (Tables)
16. Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note Payable, Related Party September 30, 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 $ — $ — |
Related Parties - Deferred Purchase consideration, Related Party | Deferred Purchase consideration Description September 30, 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 | Related Party Receivables September 30, 2021 December 31, 2020 Related Party payables Related Party payables Luca Pasquini $ (543 ) $ (565 ) Related Party payables Victor Salerno (50,854 ) — Related Party payables (51,397 ) $ (565 ) Related Party Receivables Related Party Receivables Luca Pasquini $ 1,438 $ 1,519 |
18. Warrants (Tables)
18. Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Warrants Number of shares Exercise price per share Weighted average exercise price Warrants: Number of Shares Warrants: Exercise price per share Warrants: 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 (1,506,809 ) 2.50 to 3.75 2.63 Outstanding September 30, 2021 546,336 $ 2.50 to 5.00 $ 2.66 |
Warrants oustanding, exercise price (Details Narrative) | Warrants outstanding, Exercise Price Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 486,173 3.88 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.66 3.75 48,395 3.75 $5.00 11,768 0.87 5.00 11,768 5.00 546,336 3.53 $ 2.66 546,336 $ 2.66 |
19. Stock Options (Tables)
19. Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock option Assumptions | Assumptions Nine months ended September 30, 2021 Exercise price $ 2.62 to 5.10 Risk free interest rate 0.92 to 1.63 % Expected life of options 10 Expected volatility of underlying stock 223 to 229.8 % Expected dividend rate 0 % |
Stock Option Activity | Stock Option Activity Number of shares Exercise price per share Weighted average exercise price Stock Option Activity 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 1,168,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding September 30, 2021 2,741,438 $ 1.84 to 5.10 $ 2.16 |
Stock Options - Stock options outstanding | 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 8.98 162,000 $2.03 659,000 9.01 316,333 $2.72 25,000 4.75 25,000 $2.80 220,625 7.98 110,495 $2.96 70,313 7.77 70,313 $4.03 1,020,000 9.76 51,667 $4.07 25,000 9.79 — $4.20 25,000 9.59 — $5.10 48,500 9.96 — 2,741,438 9.16 $ 2.91 735,807 $ 2.36 |
20. Revenues (Tables)
20. Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Turnover Turnover web-based $ 162,471,799 $ 117,879,687 $ 613,678,568 $ 300,111,151 Turnover land-based 1,193,778 25,823,099 13,237,738 53,635,357 Total Turnover 163,665,577 143,702,786 626,916,306 353,746,508 Winnings/Payouts Winnings web-based 152,328,198 110,841,093 572,975,466 281,541,363 Winnings land-based 1,031,217 21,495,660 11,362,524 43,286,978 Total Winnings/payouts 153,359,415 132,336,753 584,337,990 324,828,341 Gross Gaming Revenues 10,306,162 11,366,033 42,578,316 28,918,167 Less: ADM Gaming Taxes 2,515,570 1,698,192 9,129,881 4,294,680 Net Gaming Revenues 7,790,592 9,667,841 33,448,435 24,623,487 Service Revenues 239,490 33,955 428,924 58,752 Revenue $ 8,030,082 $ 9,701,796 $ 33,877,359 $ 24,682,239 |
21. Net loss per Common Share (
21. Net loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net loss per Common Share Description Three and nine Months ended September 30, 2021 Three and nine Months ended September 30, 2020 Options 2,741,438 963,938 Warrants 546,336 5,374,371 3,287,774 6,338,309 |
22. Segmental Reporting (Tables
22. Segmental Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting September 30, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 25,502 $ 37,881,164 $ 43,552 $ 37,950,218 Assets Current assets 8,587,092 1,308,003 2,230,792 12,125,887 Non-current assets 6,783,911 43,666,430 1,156,085 51,606,426 Liabilities Current liabilities (6,499,182 ) (915,762 ) (1,225,532 ) (8,640,476 ) Non-current liabilities (765,779 ) (3,618,200 ) (25,286,034 ) (29,670,013 ) Intercompany balances 4,247,985 (705,171 ) (3,542,814 ) — Net asset position $ 12,354,027 $ 39,735,300 $ (26,667,503 ) $ 25,421,824 The segment operating results of the reportable segments are disclosed as follows: Nine months ended September 30, 2021 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 33,448,435 $ 428,924 $ — $ — $ 33,877,359 Intercompany Service revenue 271,518 3,323,848 — (3,595,366 ) — Total revenue 33,719,953 3,752,772 — (3,595,366 ) 33,877,359 Operating expenses Intercompany service expense 3,323,848 271,518 — (3,595,366 ) — Selling expenses 26,318,643 14,513 — — 26,333,156 General and administrative expenses 5,251,863 4,204,834 4,518,758 — 13,975,455 Total operating expenses 34,894,354 4,490,865 4,518,758 (3,595,366 ) 40,308,611 (Loss) Income from operations (1,174,401 ) (738,093 ) (4,518,758 ) — (6,431,252 ) Other income (expense) Other income 434,624 2,073 7,992 — 444,689 Other expense (23,954 ) (4,568 ) — — (28,522 ) Interest expense, net (7,486 ) (2,109 ) (5,153 ) — (14,748 ) Change in fair value of contingent purchase consideration — — (569,076 ) — (569,076 ) Amortization of present value discount — — (12,833 ) — (12,833 ) Loss on conversion of debt Loss on marketable securities — — (292,500 ) — (292,500 ) Total other income (expense) 403,184 (4,604 ) (871,570 ) — (472,990 ) (Loss) Income before Income Taxes (771,217 ) (742,697 ) (5,390,328 ) — (6,904,242 ) Income tax provision (50,666 ) 58,802 — — 8,136 Net Loss $ (821,883 ) $ (683,895 ) $ (5,390,328 ) $ — $ (6,896,106 ) The operating assets and liabilities of the reportable segments are as follows: September 30, 2020 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 112,506 $ 60,168 $ — $ 172,674 Assets Current assets 6,940,838 265,782 4,944,614 12,151,234 Non-current assets 12,490,886 6,311,200 620,090 19,422,176 Liabilities Current liabilities (5,847,368 ) (489,859 ) (5,385,225 ) (11,722,452 ) Non-current liabilities (1,320,714 ) (1,279,434 ) (30,023 ) (2,630,171 ) Intercompany balances 4,591,801 (61,400 ) (4,530,401 ) — Net asset position $ 16,855,443 $ 4,746,289 $ (4,380,945 ) $ 17,220,787 The segment operating results of the reportable segments are disclosed as follows: Nine months ended September 30, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 24,623,487 $ 58,752 $ — $ — $ 24,682,239 Intercompany Service revenue 62,159 1,971,089 — (2,033,248 ) — Total Revenue 24,685,646 2,029,841 — (2,033,248 ) 24,682,239 Operating expenses Intercompany service expense 1,971,089 62,159 — (2,033,248 ) — Selling expenses 17,316,388 10,762 — — 17,327,150 General and administrative expenses 3,216,798 2,750,780 2,893,315 — 8,860,893 Total operating expenses 22,504,275 2,823,701 2,893,315 (2,033,248 ) 26,188,043 (Loss) income from operations 2,181,371 (793,860 ) (2,893,315 ) — (1,505,804 ) Other (expense) income Other income 62,888 45 — — 62,933 Other expense (109,098 ) (525 ) — — (109,623 ) Interest expense, net (2,292 ) (66 ) (226,808 ) — (229,166 ) Amortization of present value discount — — (780,678 ) — (780,678 ) Loss on conversion of debt — — (719,390 ) — (719,390 ) Loss on marketable securities — — 472,500 — 472,500 Total other (expenses) income (48,502 ) (546 ) (1,254,376 ) — (1,303,424 ) Income (Loss) before Income Taxes 2,132,869 (794,406 ) (4,147,691 ) — (2,809,228 ) Income tax provision (674,273 ) 64,386 (162,112 ) — (771,999 ) Net Income (Loss) $ 1,458,596 $ (730,020 ) $ (4,309,803 ) $ — $ (3,581,227 ) |
1. Nature of Business (Details
1. Nature of Business (Details Narrative) | 6 Months Ended |
Jul. 05, 2021USD ($)$ / sharesshares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consideration paid for Equity of USB, shares | shares | 1,265,823 |
Consideration paid for Equity of USB | $ 6,000,000 |
Consideration paid for Equity of USB, price per share | $ / shares | $ 4.74 |
Additional potential premium | $ 38,000,000 |
Additional potential premium, shares | aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued |
Plant and Equipment Useful live
Plant and Equipment Useful lives (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Fixtures and fittings | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Fixtures and fittings | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 10 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 4 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Intangible Useful lives (Detail
Intangible Useful lives (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Intellectual Property [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 15 years |
Licensing Agreements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 1 year 6 months |
Licensing Agreements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Contractual Rights [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Contractual Rights [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 10 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 18 years |
Trademarks [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 10 years |
Trademarks [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 14 years |
Websites | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Noncompete Agreements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 4 years |
2. Accounting Policies and Es_4
2. Accounting Policies and Estimates (Details Narrative) | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021EUR (€) | |
Accounting Policies [Abstract] | ||||
FDIC Insured Amount | $ 250,000 | $ 100,000 | € 100,000 | |
Bad Debt Expense | $ 214,820 |
Acquisition of subsidiaries (De
Acquisition of subsidiaries (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jul. 05, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 6,000,000 | |
Stock Issued During Period, Value, Acquisitions | $ 4,544,304 | 4,554,304 |
Contingent purchase consideration | $ 24,716,957 | 24,716,957 |
Total purchase consideration | 35,261,261 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||
Cash | 26,161 | |
Other Current assets | 151,284 | |
Property, plant and equipment | 788 | |
Other non-current assets | 4,000 | |
Tradenames/Trademarks | 1,419,000 | |
Customer relationships | 7,275,000 | |
Non-compete agreements | 2,096,000 | |
10,972,233 | ||
Current liabilities assumed | (264,135) | |
Non-current liabilities assumed | (205,320) | |
Imputed Deferred taxation on identifiable intangible acquired | 2,265,900 | |
Net identifiable assets acquired and liabilities assumed | 8,236,878 | |
Goodwill | $ 27,024,383 |
4. Restricted Cash (Details Nar
4. Restricted Cash (Details Narrative) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Secured Debt | $ 1,000,000 | ||
Line of Credit, Current | $ 1,000,000 | $ 500,000 |
Plant and equipment (Details)
Plant and equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,698,301 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,253,693) | |
Property, Plant and Equipment, Net | 444,608 | $ 489,591 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 63,436 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (33,484) | |
Property, Plant and Equipment, Net | 29,952 | 39,707 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,016,822 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (776,040) | |
Property, Plant and Equipment, Net | 240,782 | 247,572 |
Fixtures and fittings | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 289,679 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (243,407) | |
Property, Plant and Equipment, Net | 46,272 | 54,465 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 101,148 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (52,126) | |
Property, Plant and Equipment, Net | 49,022 | |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 63,382 | |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 227,216 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (148,636) | |
Property, Plant and Equipment, Net | $ 78,580 | $ 84,465 |
5. Property, plant and equipm_3
5. Property, plant and equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 162,594 | $ 173,983 |
Right of use assets are include
Right of use assets are included in the consolidated balance sheet are as follows: (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Right of use assets - operating leases, net of amortization | $ 581,944 | $ 687,568 | |
Right of use assets - finance leases, net of depreciation – included in property, plant and equipment | 17,867 | $ 27,119 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Amortization of financial lease assets | 8,071 | $ 9,509 | |
Interest expense on lease liabilities | 642 | 903 | |
Operating lease cost | 201,308 | 186,308 | |
Total lease cost | 210,021 | 196,720 | |
Operating cash flows from finance leases | (642) | (903) | |
Operating cash flows from operating leases | (201,308) | (186,308) | |
Financing cash flows from finance leases | $ (8,108) | $ (9,319) | |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 5 months 4 days | 2 years 10 months 24 days | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 11 months 12 days | 3 years 25 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 3.73% | 3.60% | |
Operating Lease, Weighted Average Discount Rate, Percent | 3.23% | 3.42% |
Leases - Finance lease liabilit
Leases - Finance lease liability (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 2,272 | |
2022 | 8,957 | |
2023 | 7,177 | |
2024 | 833 | |
Total undiscounted minimum future lease payments | 19,239 | |
Imputed interest | (786) | |
Total finance lease liability | 18,453 | |
Current portion | 2,107 | $ 10,511 |
Non-Current portion | $ 16,346 | $ 17,265 |
Leases - Operating lease liabil
Leases - Operating lease liability (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 76,162 | |
2022 | 269,988 | |
2023 | 209,319 | |
2024 | 29,637 | |
Total undiscounted minimum future lease payments | 585,106 | |
Imputed interest | (21,317) | |
Total operating lease liability | 563,789 | |
Current portion | 71,574 | $ 238,899 |
Non-Current portion | $ 492,215 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 24,307,818 | |
Accumulated amortization | (3,983,504) | |
Net book value | 20,324,314 | $ 10,257,582 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,689,965 | |
Accumulated amortization | (1,301,150) | |
Net book value | 4,388,815 | 4,673,314 |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,797,954 | |
Accumulated amortization | (955,554) | |
Net book value | 4,842,400 | 4,917,733 |
Contractual Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,000,000 | |
Accumulated amortization | (1,000,000) | |
Net book value | 88,455 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,145,927 | |
Accumulated amortization | (491,237) | |
Net book value | 7,654,690 | 509,237 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,537,972 | |
Accumulated amortization | (86,396) | |
Net book value | 1,451,576 | 68,843 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,096,000 | |
Accumulated amortization | (109,167) | |
Net book value | 1,986,833 | |
Websites | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 40,000 | |
Accumulated amortization | (40,000) | |
Net book value | $ 0 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Operating Lease, Payments | $ 7,220,729 | $ 994,173 | $ 1,278,007 | $ 1,518,174 | $ 1,519,836 | $ 1,520,415 | $ 390,124 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening balance | $ 1,663,120 | $ 1,663,385 |
Acquisition of Bookmakers company US LLC | 27,024,383 | |
Foreign exchange movements | (347) | (265) |
Closing balance | $ 28,687,156 | $ 1,663,120 |
7. Intangible Assets (Details N
7. Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 722,843 | $ 527,011 |
9. Marketable Securities (Detai
9. Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | ||||
Marketable securities, shares | 2,500,000 | |||
Investment Company, Gain (Loss) on Investment, Per Share | $ 0.07 | |||
Marketable Securities, Gain (Loss) | $ 200,000 | $ 250,000 | $ 292,500 | $ (472,500) |
10. Line of Credit - Bank (Deta
10. Line of Credit - Bank (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Line of Credit Facility, Current Borrowing Capacity | $ 1,000,000 |
Proceeds from Bank Debt | $ 0 |
Line of Credit Facility, Interest Rate at Period End | 3.00% |
Cash Collateral for Borrowed Securities | $ 1,000,000 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Interest | ||
Opening balance | ||
Interest expense | 22,521 | |
Debenture Discount | ||
Convertible Debt, Current | 34,547 | |
Convertible Debt [Member] | ||
Debt Conversion [Line Items] | ||
Opening balance | 27,442 | 3,464,737 |
Repaid | (27,562) | (2,778,349) |
Conversion to equity | (634,431) | |
Foreign exchange movements | 120 | (24,515) |
27,442 | ||
Accrued Interest | ||
Opening balance | 7,105 | 524,227 |
Interest expense | 4,696 | 207,595 |
Repaid | (11,833) | (619,992) |
Conversion to equity | (103,958) | |
Foreign exchange movements | 32 | (767) |
7,105 | ||
Debenture Discount | ||
Opening balance | (627,627) | |
Amortization | 627,627 | |
11. Convertible Debentures (Det
11. Convertible Debentures (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Sep. 30, 2021CAD ($) | Dec. 31, 2020CAD ($) | |
Short-term Debt [Line Items] | ||||||||
Interest | $ 22,521 | |||||||
Convertible Debentures C D N [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | 27,442 | $ 0 | $ 35,000 | |||||
Princpal | $ 317,600 | |||||||
Interest | $ 45,029 | |||||||
Debt U S [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | $ 10,000 | 10,000 | ||||||
Debt C D N [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | 48,416 | 48,416 | 65,000 | |||||
debt acquired by a related party | $ 35,000 | $ 35,000 | $ 35,000 | |||||
Convertible Debentures 2 U S A [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | $ 600,000 | 600,000 | ||||||
Debt Conversion, Converted Instrument, Expiration or Due Date | Sep. 28, 2020 | Sep. 28, 2020 | ||||||
Convertible Debentures C D N 2 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | $ 180,257 | $ 180,257 | $ 242,000 | |||||
debt acquired by a related party | $ 500,000 | $ 207,000 | ||||||
Convertible Debentures U S A [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Princpal | 400,000 | |||||||
Interest | 70,492 | |||||||
Issuance of common shares | $ 230,134 |
Deferred Purchase Consideration
Deferred Purchase Consideration (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Present value discount on future payments | ||
Deferred purchase consideration, net | $ 17,673 | |
Deferred Purchase Consideration [Member] | ||
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) |
13. Bank Loan Payable (Details
13. Bank Loan Payable (Details Narrative) - Intesa Sanpaolo Bank [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | |
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items] | ||||||
Advances from Federal Home Loan Banks | $ 580,000 | € 500,000 | ||||
Weighted Average Rate, Interest-bearing Foreign Deposits, Point in Time | 4.50% | 4.50% | ||||
Debt Instrument, Frequency of Periodic Payment | 57 months ending June 30, 2021 with monthly repayments of € | |||||
Debt Instrument, Periodic Payment | € 9,971 | € 9,760 | ||||
Repayments of Debt | $ 100,850 | € 84,294 |
Contigent Purchase Consideratio
Contigent Purchase Consideration (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 05, 2021 | Dec. 31, 2020 | |
Contingent Purchase Consideration | ||||||
Contingent purchase consideration measured on the acquisition of USB | $ 24,716,957 | $ 24,716,957 | $ 24,716,957 | |||
Change in fair value | 569,076 | 569,076 | ||||
Contingent consideration at September 30, 2021 | $ 25,286,033 | $ 25,286,033 |
Other long-term liabilities (De
Other long-term liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Severance liability | $ 338,475 | $ 297,120 |
Customer deposit balance | 19,102 | 366,947 |
Total other long-term liabilities | $ 357,577 | $ 664,067 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 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 |
Related Parties - Deferred Purc
Related Parties - Deferred Purchase consideration, Related Party (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | |
Present value discount on future payments | |||
Deferred purchase consideration, net | $ 376,954 | ||
Related Party Deferred Purchase Consideration [Member] | |||
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) | € (312,500) | (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) |
Related Party Receivables (Deta
Related Party Receivables (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related Party payables | $ (51,397) | $ (565) |
Related Party Receivables | 1,438 | 1,519 |
Luca Pasquini [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party payables | (543) | (565) |
Related Party Receivables | 1,438 | 1,519 |
Victor Salerno [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party payables | $ (50,854) |
16. Related Parties (Details Na
16. Related Parties (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2021USD ($) | Jan. 22, 2021USD ($)shares | Jan. 31, 2019USD ($) | Jan. 31, 2019CAD ($) | Jan. 31, 2019EUR (€) | Mar. 11, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2021EUR (€)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Jul. 05, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2020USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020CAD ($)shares | Sep. 13, 2021$ / sharesshares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2018shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock options | shares | 1,850,000 | 1,850,000 | 1,150,000 | |||||||||||||||||
Proceeds from Convertible Debt | $ (27,562) | $ (3,010,655) | ||||||||||||||||||
Proceeds from warrants exercised | 3,962,482 | |||||||||||||||||||
Issuance of common stock, value | $ 4,544,304 | $ 4,554,304 | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 360,000 | |||||||||||||||||||
Employee Benefits and Share-based Compensation | $ 2,000 | |||||||||||||||||||
Compensation | € | € 105,000 | |||||||||||||||||||
Software Service, Support and Maintenance Arrangement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Professional Fees | $ 459,572 | € 390,000 | ||||||||||||||||||
Related Party Deferred Purchase Consideration [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Repayment in cash | $ 385,121 | € 312,500 | $ 471,554 | |||||||||||||||||
Victor Salerno [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 150,000 | |||||||||||||||||||
Forte Fixtures Millworks [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from Related Party Debt | $ 300,000 | |||||||||||||||||||
Debt acquired by related party, principal | 150,000 | |||||||||||||||||||
Debt acquired by related party, interest | 70,000 | |||||||||||||||||||
Convertible Debentures | 350,000 | $ 207,000 | ||||||||||||||||||
Payments on Loan | $ 445,020 | |||||||||||||||||||
Stock option term | 2 years | 2 years | ||||||||||||||||||
Stock options | shares | 134,508 | 134,508 | ||||||||||||||||||
Warrant exercised, share | shares | 3.75 | 3.75 | ||||||||||||||||||
Proceeds from Convertible Debt | $ 630,506 | |||||||||||||||||||
Forte Fixtures Millworks 2 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock option term | 6 years | 6 years | ||||||||||||||||||
Stock options | shares | 33,627 | 33,627 | ||||||||||||||||||
Warrant exercised, share | shares | 5 | 5 | ||||||||||||||||||
Gold Street Capital [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Convertible Debentures | $ 34,547 | $ 44,062 | ||||||||||||||||||
Warrant exercised, share | shares | 3.75 | 3.75 | ||||||||||||||||||
Proceeds from Convertible Debt | $ 35,000 | |||||||||||||||||||
Proceeds from warrants exercised | $ 9,533 | |||||||||||||||||||
Gold Street Capital 2 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Warrant exercised, share | shares | 5 | 5 | ||||||||||||||||||
Proceeds from warrants exercised | $ 2,383 | |||||||||||||||||||
Luca Pasquini [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Payments on Loan | € 500,000 | 604,380 | 500,000 | |||||||||||||||||
Purchase price | $ 4,576,352 | $ 4,000,000 | ||||||||||||||||||
Purchase price paid in cash | 915,270 | 800,000 | ||||||||||||||||||
Total payments | € | 800,000 | |||||||||||||||||||
Issuance of common stock, value | 300,000 | $ 334,791 | € 300,000 | |||||||||||||||||
Issuance of common stock, shares | shares | 112,521 | 112,521 | ||||||||||||||||||
Stock based compensation | $ 257,217 | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.00% | 34.00% | ||||||||||||||||||
Michele Ciavarella [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 140,000 | $ 140,000 | ||||||||||||||||||
Stock based compensation, shares | shares | 24,476 | 24,476 | 24,476 | |||||||||||||||||
Michele Ciavarella 2 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 1,003,265 | |||||||||||||||||||
Stock based compensation, shares | shares | 175,396 | 175,396 | ||||||||||||||||||
Gabriele Peroni [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Payments on Loan | 500,000 | $ 604,380 | € 500,000 | |||||||||||||||||
Purchase price | 4,576,352 | 4,000,000 | ||||||||||||||||||
Purchase price paid in cash | $ 915,270 | 800,000 | ||||||||||||||||||
Total payments | € | 800,000 | |||||||||||||||||||
Issuance of common stock, value | € 300,000 | $ 334,791 | € 300,000 | |||||||||||||||||
Issuance of common stock, shares | shares | 112,521 | 112,521 | ||||||||||||||||||
Stock based compensation | $ 424,962 | |||||||||||||||||||
Stock based compensation, shares | shares | 74,294 | 74,294 | ||||||||||||||||||
Alessandro Marcelli [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 194,491 | |||||||||||||||||||
Stock based compensation, shares | shares | 34,002 | 34,002 | ||||||||||||||||||
Franco Salvagni [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 405,016 | |||||||||||||||||||
Stock based compensation, shares | shares | 70,807 | 70,807 | ||||||||||||||||||
Beniamino Gianfelici [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 361,950 | |||||||||||||||||||
Stock based compensation, shares | shares | 63,278 | 63,278 | ||||||||||||||||||
Paul Sallwasser [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock options | shares | 21,300 | |||||||||||||||||||
Exercise Price | $ / shares | $ 5.10 | |||||||||||||||||||
Steven Shallcross [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock options | shares | 13,600 | |||||||||||||||||||
Stock based compensation | $ 30,000 | |||||||||||||||||||
Stock based compensation, shares | shares | 5,245 | 5,245 | ||||||||||||||||||
Exercise Price | $ / shares | $ 5.10 | |||||||||||||||||||
Mark Korb [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock options | shares | 400,000 | |||||||||||||||||||
Exercise Price | $ / shares | $ 4.03 | |||||||||||||||||||
Andrea Mandel Mantello [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Exercise Price | $ / shares | $ 5.10 |
17. Stockholders_ Equity (Detai
17. Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jan. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 3,962,482 | |||
Michele Ciavarella [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 24,476 | 24,476 | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 140,000 | $ 140,000 | ||
Related Party [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 467,990 | |||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 2,676,901 | |||
Warrant Holder [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,506,809 | |||
Proceeds from Issuance of Warrants | $ 3,962,481 | |||
[custom:WarrantsExcercisedDuringPeriod] | 2.63 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants: Number of Shares | ||
Outstanding, shares | 2,053,145 | 1,089,474 |
Granted | 5,374,371 | |
Forfeited/cancelled | (1,089,474) | |
Exercised | (1,506,809) | (3,321,226) |
Oustanding, shares | 546,336 | 2,053,145 |
Warrants: Exercise price per share | ||
Outstanding, exercise price | $ 4 | |
Warrants: Weighted average exercise price | ||
Outstanding, weighted average exercise price | $ 2.63 | 4 |
Granted | 2.62 | |
Forfeited/cancelled | 4 | |
Exercised | 2.63 | 2.62 |
Outstanding, weighted average exercise price | 2.66 | 2.63 |
Minimum [Member] | ||
Warrants: Exercise price per share | ||
Outstanding, exercise price | 2.50 | |
Granted | 2.50 | |
Forfeited/cancelled | 4 | |
Exercised | 2.50 | 2.50 |
Outstanding, exercise price | 2.50 | 2.50 |
Maximum [Member] | ||
Warrants: Exercise price per share | ||
Outstanding, exercise price | 5 | |
Granted | 5 | |
Exercised | 3.75 | 5 |
Outstanding, exercise price | $ 5 | $ 5 |
Warrants oustanding, exercise p
Warrants oustanding, exercise price (Details Narrative) - $ / shares | 3 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.66 | ||
Warrant Price 2. 50 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of shares | 486,173 | ||
Weighted average remianing years | 3 years 10 months 17 days | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | ||
Warrant Price 3. 75 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of shares | 48,395 | ||
Weighted average remianing years | 7 months 28 days | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | ||
Warrant Price 5. 00 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of shares | 11,768 | ||
Weighted average remianing years | 10 months 13 days | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of shares | 546,336 | 2,053,145 | 1,089,474 |
Weighted average remianing years | 3 years 6 months 10 days |
Stock option Assumptions (Detai
Stock option Assumptions (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Exercise price | $ 2.62 |
Exercise price | $ 5.10 |
Risk free interest rate | 0.92% |
Risk free interest rate | 1.63% |
Expected life of options | 10 |
Expected volatility of underlying stock | 223.00% |
Expected volatility of underlying stock | 229.80% |
Expected dividend rate | 0.00% |
Stock Option Activity (Details)
Stock Option Activity (Details) - $ / shares | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stock Option Activity | |||
Forfeited/cancelled | 50,000 | ||
Options outstanding, shares | 2,741,438 | ||
Weighted Average exercise price | |||
Options Outstanding, weighted average exercise price | $ 2.91 | ||
Forfeited/cancelled | (50,000) | ||
Share-based Payment Arrangement [Member] | |||
Stock Option Activity | |||
Options outstanding, shares | 1,622,938 | 1,622,938 | 315,938 |
Granted | 1,168,500 | 1,307,000 | |
Forfeited/cancelled | 50,000 | ||
Exercised | |||
Expired | |||
Options outstanding, shares | 2,741,438 | 1,622,938 | |
Weighted Average exercise price | |||
Options Outstanding, weighted average exercise price | $ 2.84 | ||
Granted | $ 3.15 | 1.95 | |
Forfeited/cancelled | 2.62 | ||
Exercised | |||
Expired | |||
Options Outstanding, weighted average exercise price | 2.16 | $ 2.11 | |
Options Outstanding, weighted average exercise price | $ 2.11 | $ 2.11 | |
Forfeited/cancelled | (50,000) | ||
Share-based Payment Arrangement [Member] | Minimum [Member] | |||
Exercise price per share | |||
Stock Option Exercise price per share | 1.84 | $ 1.84 | $ 2.72 |
Granted | 2.62 | 1.84 | |
Stock Option Exercise price per share | 1.84 | 1.84 | |
Weighted Average exercise price | |||
Stock Option, Exercise Price, Decrease | 2.62 | ||
Share-based Payment Arrangement [Member] | Maximum [Member] | |||
Exercise price per share | |||
Stock Option Exercise price per share | $ 2.96 | 2.96 | 2.96 |
Granted | 5.10 | 2.03 | |
Stock Option Exercise price per share | $ 5.10 | $ 2.96 |
Stock Options - Stock options o
Stock Options - Stock options outstanding (Details) | 3 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,741,438 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 1 month 28 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 735,807 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.91 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | 2.36 |
Exercise Price 1. 84 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 1.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 648,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years 11 months 23 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 162,000 |
Exercise Price 2. 03 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 2.03 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 659,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 3 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 316,333 |
Exercise Price 2. 72 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 2.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 9 months |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 25,000 |
Exercise Price 2. 80 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 2.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 220,625 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 11 months 23 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 110,495 |
Exercise Price 2. 96 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 2.96 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 70,313 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 9 months 7 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 70,313 |
Exercise Price 4. 03 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 4.03 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,020,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 9 months 3 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 51,667 |
Exercise Price 4. 07 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 4.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 9 months 14 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 |
Exercise Price 4. 20 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 4.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 7 months 2 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 |
Exercise Price 5. 10 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share Price | $ / shares | $ 5.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 48,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 11 months 15 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 |
19. Stock Options (Details Narr
19. Stock Options (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | |||||||
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 13, 2021 | Jul. 02, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Oct. 01, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options available | 1,850,000 | 1,150,000 | |||||||
Unvested options, forfeited | 50,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,005,630 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 6,093,119 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 5,534,868 | ||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,093,438 | ||||||||
Restrictred shares granted | 492,466 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 414,096 | ||||||||
Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options available | 300,000 | ||||||||
Share-based Payment Arrangement, Nonemployee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options available | 250,000 | ||||||||
Mr Monteverdi [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options available | 648,000 | ||||||||
Temporary Equity, Redemption Price Per Share | $ 5.10 | $ 1.84 | |||||||
Share-based Payment Arrangement, Employee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options available | 48,500 | 400,000 | 720,000 | ||||||
Temporary Equity, Redemption Price Per Share | $ 4.03 | $ 4.20 | |||||||
Share-based Payment Arrangement, Employee [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Temporary Equity, Redemption Price Per Share | $ 2.62 |
Revenues (Details)
Revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total Turnover | $ 163,665,577 | $ 143,702,786 | $ 626,916,306 | $ 353,746,508 |
Total Winnings/payouts | 153,359,415 | 132,336,753 | 584,337,990 | 324,828,341 |
Gross Gaming Revenues | 10,306,162 | 11,366,033 | 42,578,316 | 28,918,167 |
Less: ADM Gaming Taxes | 2,515,570 | 1,698,192 | 9,129,881 | 4,294,680 |
Net Gaming Revenues | 7,790,592 | 9,667,841 | 33,448,435 | 24,623,487 |
Service Revenues | 239,490 | 33,955 | 428,924 | 58,752 |
Revenue | 8,030,082 | 9,701,796 | 33,877,359 | 24,682,239 |
Turnover web-based | ||||
Total Turnover | 162,471,799 | 117,879,687 | 613,678,568 | 300,111,151 |
Total Winnings/payouts | 152,328,198 | 110,841,093 | 572,975,466 | 281,541,363 |
Turnover land-based | ||||
Total Turnover | 1,193,778 | 25,823,099 | 13,237,738 | 53,635,357 |
Total Winnings/payouts | $ 1,031,217 | $ 21,495,660 | $ 11,362,524 | $ 43,286,978 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Options | 2,741,438 | 963,938 |
Warrants | 546,336 | 5,374,371 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net Gaming Revenue | $ 33,877,359 | $ 24,682,239 | ||
Intercompany Service revenue | ||||
Total Revenue | $ 8,030,082 | $ 9,701,796 | 33,877,359 | 24,682,239 |
Operating expenses | ||||
Intercompany service expense | ||||
Selling expenses | 6,054,757 | 7,154,623 | 26,333,156 | 17,327,150 |
General and administrative expenses | 5,075,300 | 3,156,505 | 13,975,455 | 8,860,893 |
(Loss) income from operations | (3,099,975) | (609,332) | (6,431,252) | (1,505,804) |
Other (expense) income | ||||
Other income | 74,327 | 37,273 | 444,689 | 62,933 |
Other expense | (384) | (109,623) | (28,522) | (109,623) |
Interest expense, net | (4,705) | (56,093) | (14,748) | (229,166) |
Change in fair value of contingent purchase consideration | (569,076) | (569,076) | ||
Amortization of present value discount | (43,604) | (12,833) | (780,678) | |
Loss on conversion of debt | (719,390) | |||
Loss on marketable securities | (200,000) | (250,000) | (292,500) | 472,500 |
Total other (expenses) income | (699,838) | (422,047) | (472,990) | (1,303,424) |
Income (Loss) before Income Taxes | (3,799,813) | (1,031,379) | (6,904,242) | (2,809,228) |
Income tax provision | 284,636 | (181,902) | 8,136 | (771,999) |
Net Income (Loss) | $ (3,515,177) | $ (1,213,281) | (6,896,106) | (3,581,227) |
Betting establishments | ||||
Segment Reporting Information [Line Items] | ||||
Net Gaming Revenue | 33,448,435 | 24,623,487 | ||
Intercompany Service revenue | 271,518 | 62,159 | ||
Total Revenue | 33,719,953 | 24,685,646 | ||
Operating expenses | ||||
Intercompany service expense | 3,323,848 | 1,971,089 | ||
Selling expenses | 26,318,643 | 17,316,388 | ||
General and administrative expenses | 5,251,863 | 3,216,798 | ||
(Loss) income from operations | (1,174,401) | 2,181,371 | ||
Other (expense) income | ||||
Other income | 434,624 | 62,888 | ||
Other expense | (23,954) | (109,098) | ||
Interest expense, net | (7,486) | (2,292) | ||
Change in fair value of contingent purchase consideration | ||||
Amortization of present value discount | ||||
Loss on conversion of debt | ||||
Loss on marketable securities | ||||
Total other (expenses) income | 403,184 | (48,502) | ||
Income (Loss) before Income Taxes | (771,217) | 2,132,869 | ||
Income tax provision | (50,666) | (674,273) | ||
Net Income (Loss) | (821,883) | 1,458,596 | ||
Betting platform software and services | ||||
Segment Reporting Information [Line Items] | ||||
Net Gaming Revenue | 428,924 | 58,752 | ||
Intercompany Service revenue | 3,323,848 | 1,971,089 | ||
Total Revenue | 3,752,772 | 2,029,841 | ||
Operating expenses | ||||
Intercompany service expense | 271,518 | 62,159 | ||
Selling expenses | 14,513 | 10,762 | ||
General and administrative expenses | 4,204,834 | 2,750,780 | ||
(Loss) income from operations | (738,093) | (793,860) | ||
Other (expense) income | ||||
Other income | 2,073 | 45 | ||
Other expense | (4,568) | (525) | ||
Interest expense, net | (2,109) | (66) | ||
Change in fair value of contingent purchase consideration | ||||
Amortization of present value discount | ||||
Loss on conversion of debt | ||||
Loss on marketable securities | ||||
Total other (expenses) income | (4,604) | (546) | ||
Income (Loss) before Income Taxes | (742,697) | (794,406) | ||
Income tax provision | 58,802 | 64,386 | ||
Net Income (Loss) | (683,895) | (730,020) | ||
All other | ||||
Segment Reporting Information [Line Items] | ||||
Net Gaming Revenue | ||||
Intercompany Service revenue | ||||
Total Revenue | ||||
Operating expenses | ||||
Intercompany service expense | ||||
Selling expenses | ||||
General and administrative expenses | 4,518,758 | 2,893,315 | ||
(Loss) income from operations | (4,518,758) | (2,893,315) | ||
Other (expense) income | ||||
Other income | 7,992 | |||
Other expense | ||||
Interest expense, net | (5,153) | (226,808) | ||
Change in fair value of contingent purchase consideration | (569,076) | |||
Amortization of present value discount | (12,833) | (780,678) | ||
Loss on conversion of debt | (719,390) | |||
Loss on marketable securities | (292,500) | 472,500 | ||
Total other (expenses) income | (871,570) | (1,254,376) | ||
Income (Loss) before Income Taxes | (5,390,328) | (4,147,691) | ||
Income tax provision | (162,112) | |||
Net Income (Loss) | (5,390,328) | (4,309,803) | ||
Scenario, Adjustment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Gaming Revenue | ||||
Intercompany Service revenue | (3,595,366) | (2,033,248) | ||
Total Revenue | (3,595,366) | (2,033,248) | ||
Operating expenses | ||||
Intercompany service expense | (3,595,366) | (2,033,248) | ||
Selling expenses | ||||
General and administrative expenses | ||||
(Loss) income from operations | ||||
Other (expense) income | ||||
Other income | ||||
Other expense | ||||
Interest expense, net | ||||
Change in fair value of contingent purchase consideration | ||||
Amortization of present value discount | ||||
Loss on conversion of debt | ||||
Loss on marketable securities | ||||
Total other (expenses) income | ||||
Income (Loss) before Income Taxes | ||||
Income tax provision | ||||
Net Income (Loss) |
Segment reporting_ Operating as
Segment reporting: Operating assets and liabilities (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Payments for Purchase of Other Assets | $ 37,950,218 | $ 172,674 | |
Assets | |||
Current assets | 12,125,887 | 12,151,234 | $ 21,193,666 |
Non-current assets | 51,606,426 | 19,422,176 | 14,664,313 |
Liabilities | |||
Current liabilities | (8,640,476) | (11,722,452) | (13,314,035) |
Non-current liabilities | (29,670,013) | (2,630,171) | $ (2,387,591) |
Intercompany balances | |||
Net asset position | 25,421,824 | 17,220,787 | |
Betting establishments | |||
Segment Reporting Information [Line Items] | |||
Payments for Purchase of Other Assets | 25,502 | 112,506 | |
Assets | |||
Current assets | 8,587,092 | 6,940,838 | |
Non-current assets | 6,783,911 | 12,490,886 | |
Liabilities | |||
Current liabilities | (6,499,182) | (5,847,368) | |
Non-current liabilities | (765,779) | (1,320,714) | |
Intercompany balances | 4,247,985 | 4,591,801 | |
Net asset position | 12,354,027 | 16,855,443 | |
Betting platform software and services | |||
Segment Reporting Information [Line Items] | |||
Payments for Purchase of Other Assets | 37,881,164 | 60,168 | |
Assets | |||
Current assets | 1,308,003 | 265,782 | |
Non-current assets | 43,666,430 | 6,311,200 | |
Liabilities | |||
Current liabilities | (915,762) | (489,859) | |
Non-current liabilities | (3,618,200) | (1,279,434) | |
Intercompany balances | (705,171) | (61,400) | |
Net asset position | 39,735,300 | 4,746,289 | |
All other | |||
Segment Reporting Information [Line Items] | |||
Payments for Purchase of Other Assets | 43,552 | ||
Assets | |||
Current assets | 2,230,792 | 4,944,614 | |
Non-current assets | 1,156,085 | 620,090 | |
Liabilities | |||
Current liabilities | (1,225,532) | (5,385,225) | |
Non-current liabilities | (25,286,034) | (30,023) | |
Intercompany balances | (3,542,814) | (4,530,401) | |
Net asset position | $ (26,667,503) | $ (4,380,945) |