Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 | 258-5148 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | ELYS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 67,531,340 | ||
Entity Common Stock, Shares Outstanding | 23,674,277 | ||
Auditor Location | Zurich, Switzerland | ||
Auditor Name | BDO AG | ||
Auditor Firm ID | 5988 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 7,319,765 | $ 18,945,817 |
Accounts receivable | 271,161 | 162,141 |
Gaming accounts receivable | 2,418,492 | 1,455,710 |
Prepaid expenses | 968,682 | 327,190 |
Related party receivable | 1,413 | 1,519 |
Other current assets | 403,972 | 301,289 |
Total Current Assets | 11,383,485 | 21,193,666 |
Non - Current Assets | ||
Restricted cash | 386,592 | 1,098,952 |
Property and equipment | 490,079 | 489,591 |
Right of use assets | 589,288 | 687,568 |
Intangible assets | 15,557,561 | 10,257,582 |
Goodwill | 16,164,337 | 1,663,120 |
Marketable securities | 7,499 | 467,500 |
Total Non - Current Assets | 33,195,356 | 14,664,313 |
Total Assets | 44,578,841 | 35,857,979 |
Current Liabilities | ||
Bank overdraft | 7,520 | 3,902 |
Line of credit - bank | 500,000 | |
Accounts payable and accrued liabilities | 6,820,279 | 7,961,146 |
Gaming accounts payable | 2,610,305 | 3,084,768 |
Taxes payable | 47,787 | 946,858 |
Advances from stockholders | 502 | 565 |
Deferred purchase consideration, net of discount of $0 and $7,761 | 17,673 | |
Deferred purchase consideration - related parties, net of discount of $0 and $5,174 | 0 | 376,954 |
Promissory notes payable - related parties | 51,878 | |
Debentures | 34,547 | |
Operating lease liability | 244,467 | 238,899 |
Financial lease liability | 8,347 | 10,511 |
Bank loan payable - current portion | 36,094 | 138,212 |
Total Current Liabilities | 9,827,179 | 13,314,035 |
Non-Current Liabilities | ||
Contingent Purchase Consideration | 12,859,399 | |
Deferred tax liability | 3,291,978 | 1,222,513 |
Operating lease liability | 340,164 | 416,861 |
Financial lease liability | 7,716 | 17,265 |
Bank loan payable | 151,321 | 66,885 |
Other long-term liabilities | 359,567 | 664,067 |
Total Non – Current Liabilities | 17,010,145 | 2,387,591 |
Total Liabilities | 26,837,324 | 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; 23,363,732 and 20,029,834 shares issued and outstanding as of December 31, 2021 and 2020 | 2,336 | 2,003 |
Additional paid-in capital | 66,233,292 | 53,064,919 |
Accumulated other comprehensive (loss) income | (251,083) | 267,948 |
Accumulated deficit | (48,243,028) | (33,178,517) |
Total Stockholders' Equity | 17,741,517 | 20,156,353 |
Total Liabilities and Stockholders’ Equity | $ 44,578,841 | $ 35,857,979 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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 | 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 | 23,363,732 | 20,029,834 |
Common Stock, Shares, Outstanding | 23,363,732 | 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 (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 45,546,791 | $ 37,266,367 |
Costs and Expenses | ||
Selling expenses | 36,274,752 | 26,109,221 |
General and administrative expenses | 18,817,959 | 13,789,391 |
Impairment of indefinite lived assets and goodwill | 17,350,628 | 4,900,000 |
Total Costs and Expenses | 72,443,339 | 44,798,612 |
Loss from Operations | (26,896,548) | (7,532,245) |
Other (Expenses) Income | ||
Interest expense, net | (20,985) | (328,663) |
Amortization of debt discount | (12,833) | (818,182) |
Change in fair value of contingent purchase consideration | 11,857,558 | |
Other income | 227,788 | 165,375 |
Other expense | (49,967) | (86,933) |
Loss on extinguishment of convertible debt | (719,390) | |
(Loss) gain on marketable securities | (460,000) | 290,000 |
Total Other Income (Expenses) | 11,541,561 | (1,497,793) |
Loss Before income taxes | (15,354,987) | (9,030,038) |
Income tax benefit (provision) | 290,476 | (906,644) |
Net Loss | (15,064,511) | (9,936,682) |
Other Comprehensive Loss | ||
Foreign currency translation adjustment | (519,031) | 444,665 |
Comprehensive Loss | $ (15,583,542) | $ (9,492,017) |
Loss per common share - basic and diluted | $ (0.67) | $ (0.71) |
Weighted average number of common shares outstanding - basic and diluted | 22,500,716 | 14,047,725 |
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 | $ 23 | 738,981 | 739,004 | ||
Shares issued on conversion of convertible debentures, shares | 230 | ||||
Common stock issued to settle deferred purchase consideration | $ 36 | 1,207,409 | 1,207,445 | ||
Common stock issued to settle deferred purchase consideration, shares | 354,105 | ||||
Common stock issued to settle liabilities | $ 1 | 46,665 | 46,666 | ||
Common stock issued to settle liabilities, shares | 8,469 | ||||
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) | |||
Proceeds from warrants exercised | $ 328 | 8,541,568 | 8,541,896 | ||
Proceeds from warrants exercised, shares | 3,278,004 | ||||
Promissory note, related party applied to warrant exercise | $ 4 | 108,052 | 108,056 | ||
Promissory note, related party applied to warrant exercise, shares | 43,222 | ||||
Fair value of warrants issued on debt extension | 719,390 | 719,390 | |||
Stock based compensation expense | 518,506 | 518,506 | |||
Foreign currency translation adjustment | 444,665 | 444,665 | |||
Net loss | (9,936,682) | (9,936,682) | |||
Ending balance, value at Dec. 31, 2020 | $ 2,003 | 53,064,919 | 267,948 | (33,178,517) | 20,156,353 |
Shares, Issued, Ending Balance at Dec. 31, 2020 | 20,029,834 | ||||
Common stock issued to settle liabilities | $ 53 | 2,676,849 | 2,676,902 | ||
Common stock issued to settle liabilities, shares | 533,790 | ||||
Proceeds from warrants exercised | $ 151 | 3,962,330 | 3,962,481 | ||
Proceeds from warrants exercised, shares | 1,509,809 | ||||
Acquisition of Bookmakers Company US, LLC | $ 127 | 4,544,177 | 4,544,304 | ||
Acquisition of Bookmakers Company US, LLC, shares | 1,265,823 | ||||
Shares issued for services | $ 2 | 139,998 | 140,000 | ||
Shares issued for services, shares | 24,476 | ||||
Stock based compensation expense | 1,845,019 | 1,845,019 | |||
Foreign currency translation adjustment | (519,031) | (519,031) | |||
Net loss | (15,064,511) | (15,064,511) | |||
Ending balance, value at Dec. 31, 2021 | $ 2,336 | $ 66,233,292 | $ (251,083) | $ (48,243,028) | $ 17,741,517 |
Shares, Issued, Ending Balance at Dec. 31, 2021 | 23,363,732 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (15,064,511) | $ (9,936,682) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,351,174 | 1,058,113 |
Amortization of debt discount | 12,833 | 818,182 |
Impairment of license and goodwill | 17,350,628 | 4,900,000 |
Non-cash interest | 9,265 | 216,268 |
Change in Fair Value Contingent Consideration | (11,857,558) | |
Unrealized (gain) loss on marketable securities | 460,000 | (290,000) |
Shares issued for services | 140,000 | |
Stock based compensation expense | 1,845,019 | 518,506 |
Loss on extinguishment of convertible debt | 719,390 | |
Gain on settlement of liabilities | (7,977) | |
Bad debt expense | (98,167) | 13,051 |
Deferred taxation movement | (196,434) | (93,441) |
Changes in Operating Assets and Liabilities | ||
Prepaid expenses | (632,012) | (97,913) |
Accounts payable and accrued liabilities | 1,663,340 | 78,013 |
Accounts receivable | (145,367) | (55,750) |
Gaming accounts receivable | (933,273) | (53,047) |
Gaming accounts payable | (270,063) | 1,282,510 |
Taxes payable | (865,174) | 580,224 |
Due from related parties | (1,979) | (302) |
Retirement Obligation | 86,480 | |
Other current assets | (44,626) | 187,390 |
Long term liabilities | (355,109) | (10,005) |
Net Cash used in Operating Activities | (7,553,511) | (165,493) |
Cash Flows from Investing Activities | ||
Acquisition of property and equipment, and intangible assets | (717,080) | (291,501) |
Acquisition of Bookmakers Company US, LLC, net of cash of $26,161 | (5,973,839) | |
Net Cash used in Investing Activities | (6,690,919) | (291,501) |
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 | 8,541,896 |
Proceeds from bank overdraft | 4,047 | 3,641 |
Repayment of bank line of credit | (500,000) | (500,000) |
Repayment of bank loan | (133,742) | (62,364) |
Repayment of debentures | (27,562) | (2,778,349) |
Proceeds from promissory note – related party | 300,000 | |
Repayment of promissory note- related party | (200,000) | |
Proceeds from Government relief loan | 30,146 | |
Repayment of government relief loan | (27,586) | |
Deferred purchase price payments | (410,383) | (1,577,010) |
Repayment of finance leases | (10,172) | (12,666) |
Net Cash provided by Financing Activities | 2,857,084 | 12,711,416 |
Effect of change in exchange rate | (951,066) | 1,057,832 |
Net (decrease) increase in cash | (12,338,412) | 13,312,254 |
Cash and cash equivalents and restricted cash– beginning of the year | 20,044,769 | 6,732,515 |
Cash and cash equivalents and restricted cash – end of the year | 7,706,357 | 20,044,769 |
Cash and cash equivalents | 7,319,765 | 18,945,817 |
Restricted cash included in non-current assets | 386,592 | 1,098,952 |
Supplemental disclosure of cash flow information | ||
Interest | 39,682 | 741,510 |
Income tax | 805,030 | 359,863 |
Supplemental cash flow disclosure for non-cash activities | ||
Conversion of convertible debt to common stock | 739,004 | |
Promissory note, related party, applied to warrant exercise | 108,056 | |
Deferred purchase consideration settled by the issuance of common stock | 1,207,445 | |
Settlement of liabilities by the issuance of common stock | 2,676,902 | 46,666 |
Acquisition of Bookmakers Company US, LLC by the issuance of common stock | $ 4,544,304 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Acquistion of Bookmakers Company US, LLC | $ 26,161 | |
Payments of Stock Issuance Costs | $ 1,040,127 |
1. Nature of Business
1. Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Nature of Business | 1. Nature of Business On November 2, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect its corporate name change from Newgioco Group, Inc. to Elys Game Technology, Corp. Established in the state of Delaware in 1998, Elys Game Technology, Corp (“Elys” or the “Company”), the Company provides Gaming services in the US market via our recently acquired subsidiary Bookmakers Company US, LLC (“USB”) in certain licensed states where we offer bookmaking and platform services to the Company’s customers. The Company’s intention is to focus its attention on expanding the US market. The Company recently began operation in Washington DC through a Class B Managed Service Provider and Class B Operator license to operate a sportsbook within the Grand Central Bar and Grill located in the Adams Morgan area of Washington, D.C., and in October 2021 we entered into an agreement with Ocean Resort Casino in Atlantic City, New Jersey, to provide platform and bookmaking services, Ocean Resort Casino began using the Company’s platform and bookmaking services in March 2022. The Company also provides gaming services in Italy through its subsidiary, Multigioco, which operations are carried out via both land-based or online retail gaming licenses regulated by the ADM that permits the Company to distribute leisure betting products such as sports betting, and virtual sports betting products through both physical, land-based retail locations as well as online through our licensed website www.newgioco.it or commercial webskins linked to the Company’s licensed website and through mobile devices. Management decided to focus its attention on developing the US market for future growth and allowed the Austrian Bookmakers license, that is regulated by the Austrian Federal Finance Ministry (“BMF”), to be revoked by not renewing required monetary deposits. Additionally, the Company is a global gaming technology company which owns and operates a betting software designed with a unique “distributed model” architecture colloquially named Elys Game Board (the “Platform”) through its Odissea subsidiary. 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, built-in sports book and a virtual sports platform through its Virtual Generation subsidiary. The Platform also provides seamless application programming interface integration of third-party supplied products such as online casino, poker, lottery and horse racing and has the capability to incorporate e-sports and daily fantasy sports providers. Our corporate group is based in North America, which includes an executive suite situated in Las Vegas, Nevada and a Canadian office in Toronto, Ontario through which we carry-out corporate activities, handle day-to-day reporting and U.S. development planning, and through which various employees, independent contractors and vendors are engaged. The Company and its subsidiaries are as follows: Name Acquisition or Formation Date Domicile Functional Currency Elys Game Technology, Corp. Parent Company USA US 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 (“Virtual Generation”) 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 US Dollar Bookmakers Company US, LLC (“USB”) July 15, 2021 USA US Dollar F-8 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 $4,544,304 $6,000,000 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. Refer to footnote 3 and 14 below. The Company operates in two lines of business: (i) provider of certified betting platform software services to leisure betting establishments in Italy and 9 other countries and; (ii) the operating of web based as well as land-based leisure betting establishments situated throughout Italy. The Company’s operations are carried out through the following three geographically organized groups: a) an operational group is based in Europe and maintains administrative offices headquartered in Rome, Italy with satellite offices for operations administration in Naples and Teramo, Italy and San Gwann, Malta; b) a technology group which is based in Innsbruck, Austria and manages software development, training and administration; and c) a corporate group which is based in North America and maintains an executive suite in Las Vegas, Nevada and a Canadian office in Toronto, through which we carry-out corporate activities, handle day-to-day reporting and U.S. development planning, and through which various employees, independent contractors and vendors are engaged. |
2. Accounting Policies and Esti
2. Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
2. Accounting Policies and Estimates | 2. Accounting Policies and Estimates Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The company previously had a secondary listing on the NEO exchange in Canada, which was terminated with effect from December 31, 2021. For the purposes of its previous 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 consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company transactions are eliminated upon consolidation. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into US Dollars at the exchange rate in effect at year end and the results of operations and cash flows at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). Revenues were generated in US Dollars, Euros and Colombian Pesos during the years 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 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 intangible assets and goodwill, the collectability of receivables, leasing arrangements, convertible debentures, contingent purchase consideration, 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 records adjustments when necessary. Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, 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 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 developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. Cash and Cash Equivalents The Company primarily places cash balances in the U.S. 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 a release from the bad debt provision of $98,167 13,051 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 and Equipment Property 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 property 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 from impairment on an annual basis in terms of ASC 350 using estimated fair value. The company impaired the remaining balance of $ 4,827,914 Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. In terms of ASC 350, the Company performed a qualitative assessment and based on the outcome of the quantitative analysis, performed a quantitative assessment on its goodwill as of December 31, 2021 and determined that an impairment of $12,522,714 was considered necessary. 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 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 2016 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 2017 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include software licensing fees, training, installation, and product support services. The Company does not sell its proprietary software. 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. · Training fees, installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services. 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 reflects the dilutive impact on the number of shares outstanding should they be exercised. Securities that have the potential to dilute shareholder's interests include unexercised stock options and warrants as well as unconverted debentures. 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 In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. The FASB issued several additional 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 (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and 9 other countries. |
3. Acquisition of subsidiaries
3. Acquisition of subsidiaries | 12 Months Ended |
Dec. 31, 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 4,544,304 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 consideration of $24,716,957 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 U.S. market. None of the goodwill is expected to be deducted for income tax purposes. In terms of the agreement, the 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 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 Total purchase consideration $ 35,261,261 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2021 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2020. Proforma Revenue and Earnings Revenue Earnings Actual from July 15, 2021 to December 31, 2021 $ 363,030 $ (398,279 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 45,957,894 $ (15,887,232 ) 2020 Supplemental pro forma from January 1, 2020 to December 31, 2020 $ 37,607,873 $ (11,491,873 ) The 2021 Supplemental pro forma information was adjusted to exclude $ 125,479 579,519 1,070,067 |
4. Restricted Cash
4. Restricted Cash | 12 Months Ended |
Dec. 31, 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 a bank loan with Intesa Sanpaolo Bank for Multigioco. In the prior year we held funds at Wirecard Bank as a security deposit for Ulisse betting operations, this deposit was returned during the current year. · In the prior year, the Company maintained a $500,000 500,000 |
5. Property and equipment
5. Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
5. Property and equipment | 5. Property and equipment December 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 62,338 $ (35,078 ) $ 27,260 $ 39,707 Computer and office equipment 1,000,849 (777,635 ) 223,214 247,572 Fixtures and fittings 385,871 (250,438 ) 135,433 54,465 Vehicles 99,467 (54,630 ) 44,837 63,382 Computer software 224,854 (165,519 ) 59,335 84,465 $ 1,773,379 $ (1,283,300 ) $ 490,079 $ 489,591 The aggregate depreciation charge to operations was $ 230,033 354,552 |
6. Leases
6. Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
6. Leases | 6. Leases The Company’s portfolio of leases contains both finance and operating leases that relate to real estate agreements, vehicles and office equipment agreements. Operating leases Real estate agreements The Company has several property lease agreements in Italy and Austria and one lease agreement in the US, which have terms in excess of a twelve month period, these property leases are for our administrative operations in these countries. The Company does not and does not intend to take ownership of the properties at the end of the lease term. Vehicle agreements The Company leases several vehicles for business use purposes, the terms of these leases range from twenty four to thirty six months. The Company does not and does not intend to take ownership of the vehicles at the end of the lease term. Finance Leases Office equipment agreements The Company has entered into several finance leases for office equipment, the term of these leases range from thirty six to sixty months. The Company takes ownership of the office equipment at the end of the lease term. Right of use assets Right of use assets included in the consolidated balance sheet are as follows: December 31, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 589,288 $ 687,568 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 15,520 $ 27,119 Lease costs consists of the following: Year ended December 31, 2021 2020 Finance lease cost: $ 10,906 $ 14,040 Amortization of right-of-use assets 10,102 12,870 Interest expense on lease liabilities 804 1,170 Operating lease cost 244,639 265,081 Total lease cost $ 255,545 $ 279,121 Other lease information: Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (804 ) $ (1,170 ) Operating cash flows from operating leases (244,639 ) (265,081 ) Financing cash flows from finance leases (10,172 ) (12,666 ) Right-of-use assets obtained in exchange for new finance leases - 470 Right-of-use assets disposed of under operating leases prior to lease maturity (224,793 ) (21,588 ) Right-of -use assets obtained in exchange for new operating leases $ 406,276 $ 84,918 Weighted average remaining lease term – finance leases 1.93 2.74 Weighted average remaining lease term – operating leases 2.60 2.83 Weighted average discount rate – finance leases 3.73 % 3.65 % Weighted average discount rate – operating leases 2.73 % 3.59 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases as of December 31, 2021 is as follows: Finance lease liability Amount 2022 $ 8,802 2023 7,053 2024 818 Total undiscounted minimum future lease payments 16,673 Imputed interest (611 ) Total finance lease liability $ 16,063 Disclosed as: Current portion $ 8,347 Non-Current portion 7,716 $ 16,063 Operating lease liability The amount of future minimum lease payments under operating leases as of December 31, 2021 is as follows: Operating lease liability Amount 2022 $ 257,455 2023 190,132 2024 80,541 2025 46,416 2026 31,741 Total undiscounted minimum future lease payments 606,285 Imputed interest (21,654 ) Total operating lease liability $ 584,631 Disclosed as: Current portion $ 244,467 Non-Current portion 340,164 $ 584,631 |
7. Intangible Assets
7. Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
7. Intangible Assets | 7. Intangible Assets 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. Intangible assets consist of the following: December 31, 2021 December 31, 2020 Cost Impairment charge Accumulated amortization Net book Net book Betting platform software $ 6,149,537 $ — $ (1,403,642 ) $ 4,745,895 $ 4,673,314 Licenses 5,794,966 (4,827,914 ) (963,639 ) 3,413 4,917,733 Location contracts 1,000,000 — (1,000,000 ) — 88,455 Customer relationships 8,145,927 — (607,394 ) 7,538,533 509,237 Trademarks 1,537,817 — (123,930 ) 1,413,887 68,843 Non-compete agreement 2,096,000 — (240,167 ) 1,855,833 — Websites 40,000 — (40,000 ) — — $ 24,764,247 $ (4,827,914 ) $ (4,378,772 ) $ 15,557,561 $ 10,257,582 The Company recorded $ 1,120,757 $703,191 $4,827,914 4,900,000 The estimated amortization expense over the next five-year period is as follows: Amortization Expense Amount 2021 $ 1,552,219 2022 1,548,806 2023 1,548,806 2024 1,308,640 2025 1,024,805 Total estimated amortization expense $ 6,983,276 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. In assessing the impairment of indefinite lived licenses, the Company first performed a qualitative impairment test to determine if any impairment indicators were present, impairment indicators were noted for indefinite life intangibles assets in the Ulisse operation. The impairment process used was as follows: · based on qualitative impairment indicators bring present; · the Company utilized management’s December 2022 annual operational budget cash flows for the 2022 year together with forecasted cash flows for the next four-year period ending in 2026; · the budgeted and forecasted cash flows were adjusted for taxation at the Company’s current effective tax rate; · working capital cash flow movements were estimated for the budget and the forecast period using historical experience; · property and equipment cash flow additions for the budget and forecast period were estimated using historical experience and known cash flows; · net cash flow as determined by the above, were forecast in perpetuity by using the forecast growth rate and the Company’s estimated Weighted Average Cost of Capital (“WACC”); · The forecast future cash flows were discounted back to present value using the WACC; · WACC was determined by comparing the Company’s beta to that of certain peer companies and determining what a reasonable WACC was compared to our calculated internal WACC, we determined that due to recent volatility in the Company’s common stock price that a reasonable peer WACC is 14.75%. The COVID-19 pandemic has resulted in the closure of our land-based operations in the Italian market for an extended period of time and as the pandemic evolved and the markets in which the Company operated continued to experience resurgences of the virus, we remain uncertain as to the long-term impact on the Company’s land-based operations. As such, the Company has made a strategic decision to transfer its Ulisse customer relationships in Italy to Multigioco ahead of license renewals which are expected to take place within the next one to two years. The combined Multigioco and Ulisse business under the Multigioco entity, which is an Italian based operator, substantially increases the Company’s market share in Italy, and may improve the possibility of renewing our Italian licenses. Ulisse is based in Austria and during the fourth quarter of 2021, management decided to apply its limited resources and concentrate all of its efforts on developing the US and North American markets, thereby deciding to allow the Austrian bookmaking license to lapse by not renewing the cash deposits required to retain the license. The license under which Ulisse operated in Italy, was not transferable to Multigioco and accordingly, based on a quantitative impairment analysis, an impairment charge of the remaining carrying value of the license of $4,827,914 is considered appropriate. The Company believes that the remaining carrying amounts of its intangible assets are recoverable. However, if adverse events were to occur or circumstances were to change indicating that the carrying amount of such assets may not be fully recoverable, the assets would be reviewed for impairment and the assets may be further impaired. |
8. Goodwill
8. Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
8. Goodwill | 8. Goodwill December 31, 2021 December 31, 2020 Cost Opening balance as of January 1, $ 1,663,120 $ 1,663,385 Acquisition of USB 27,024,383 — Foreign exchange movements (452 ) (265 ) Closing balance as of December 31. 28,687,051 1,663,120 Accumulated Impairment charge Opening balance as of January 1, — — Impairment charge (12,522,714 ) — Closing balance as of December 31, (12,522,714 ) — Goodwill, net of impairment charges $ 16,164,337 $ 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 reporting unit 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. As discussed under note 14 below - contingent purchase consideration he forecasts provided by the vendors at the time of performing the business valuation, factoring in the ability to source new customers. The customer acquisition process has proven to take longer than expected with a resultant downward revision of new customers acquired over the forecast period and the resultant downward impact on forecasted revenue streams. The Company reviewed the forecasts and made appropriate adjustments based on our current understanding of the addressable market, the growth rates forecast by third party market analysts, the Company’s expected share of revenue and the expectation of how many new clients the Company would realistically be able to add over the forecast period. Management is currently forecasting expected discounted cash flows over the forecast period to be approximately 40% lower than originally estimated. This has a significant impact on the current valuation of USB, resulting in a goodwill impairment charge of approximately $12,522,714. |
9. Marketable Securities
9. Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
9. Marketable Securities | 9. Marketable Securities Investments in marketable securities consists of 2,500,000 On December 31, 2021, the shares of Zoompass were last quoted at $ 0.003 460,000 290,000 |
10. Line of Credit - Bank
10. Line of Credit - Bank | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
10. Line of Credit - Bank | 10. Line of Credit - Bank The Company withdrew its security deposit of $500,000 during the current fiscal year thereby cancelling the $500,000 $500,000 3% $500,000 |
11. Convertible Debentures
11. Convertible Debentures | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debentures | |
11. Convertible Debentures | 11. Convertible Debentures On February 26, 2018, the Company issued debenture units to certain accredited investors (the “February 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $ 1,000 10% 31.25 $5.00 February 25, 2020 20 670,000 521,900 20,938 13,875 3.20 4.00 In April 2018, the Company issued debenture units to certain investors (the “April 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $ 1,000 10% 31.25 5.00 20 135,000 $105,200 4,218 2,700 3.20 4.00 On April 19, 2018, the Company re-issued debenture units that were first issued to certain investors between January 24, 2017 and January 31, 2018 in order to simplify the various debentures into a single series with the same terms as new convertible debenture units issued on February 26, 2018 (the “April 19, 2018 Debentures”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $1,000 10% 31.25 $5.00 20 1,436,000 1,118,600 44,875 28,720 3.20 4.00 On May 11, 2018, the Company issued debenture units to certain investors (the “May 11, 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $ 1,000 10% 31.25 $5.00 May 11, 2020 20 $131,000 102,000 4,093 2,620 3.20 4.00 On May 31, 2018, the Company closed a private placement offering of up to 7,500 10% $1,000 26 135.25 1,000 20 104.06 The proceeds received from the convertible debentures were net of finders fees paid to certain brokers. In addition, the Company also issued: (i) shares of common stock to the convertible debenture holders; (iii) certain two year warrants exercisable for shares of common stock at an exercise price of $4.00 per share; (iii) in conjunction with the finders fees paid, the Company also issued warrants to certain brokers on the same terms and conditions as the warrants issued to the convertible debenture holders. The convertible debentures were convertible into shares of common stock at a conversion price of $3.20 per share. The May Warrants and broker warrants were exercisable at an exercise price of $4.00 per share and expired on May 31, 2020. The accounting treatment of the above is as follows: (i) The convertible debentures were recorded at gross value; (ii) The cash fee paid to the brokers was $ 427,314 (iii) The shares of common stock issued to the convertible debenture holders were valued at $ 582,486 (iv) The warrants issued to the convertible debenture holders and brokers were valued at $ 2,929,712 The total debt discount above amounted to $ 6,524,567 Convertible debentures of $10,000 65,000 $48,416 35,000 $600,000 $242,000 $180,257 September 28, 2020 $500,000 $207,000 As an incentive for extending the maturity date of the convertible debentures, the debenture holders were granted two year warrants exercisable for 301,644 $3.75 144,041 72,729 5.00 36,010 $35,000 35,000 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 December 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ 27,442 $ 3,464,737 Repaid (27,562 ) (2,778,349 ) Conversion to equity — (634,431 ) Foreign exchange movements 120 (24,515 ) — 27,442 Accrued Interest Opening balance 7,105 524,227 Interest expense 4,696 207,595 Repaid (11,833 ) (619,992 ) Conversion to equity — (103,958 ) Foreign exchange movements 32 (767 ) — 7,105 Debenture Discount Opening balance — (627,627 ) Amortization — 627,627 — — Convertible Debentures, net $ — $ 34,547 |
12. Deferred Purchase Considera
12. Deferred Purchase Consideration | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Purchase Consideration | |
12. Deferred Purchase Consideration | 12. Deferred Purchase Consideration In terms of the acquisition of Virtual Generation on January 31, 2019, the Company issued non-interest bearing promissory notes of € 3,803,000 1,521,200 2,281,800 The promissory notes payable to non-related parties are to be settled as follows: (a) an aggregate of € 1,435,200 23 62,400 (b) an aggregate of €846,600 49,800 Pursuant to the terms of the Purchase Agreement that the Company entered into with Virtual Generation, the Company agreed to pay the sellers of Virtual Generation an earnout payment in shares of our common stock equal to an aggregate amount of € 500,000 561,500 18,449,380 132,735 $4.23 300,000 336,810 The future payments on the promissory notes were discounted to present value using the Company’s average cost of funding of 10%. The discount was being amortized over the repayment period of the promissory note using the effective interest rate method. During the year ended December 31, 2021, the Company paid the remaining balance of € 20,800 to non-related parties in terms of the Virtual Generation promissory note. The movement on deferred purchase consideration consists of the following: Deferred Purchase Consideration December 31, 2021 December 31, 2020 Principal Outstanding Promissory note due to non-related parties $ 25,434 $ 1,802,384 Settled by the issuance of common shares — (724,467 ) Repayment in cash (25,262 ) (1,105,455 ) Foreign exchange movements (172 ) 52,972 — 25,434 Present value discount on future payments Present value discount (7,761 ) (120,104 ) Amortization 7,700 114,333 Foreign exchange movements 61 (1,990 ) — (7,761 ) Deferred purchase consideration, net $ — $ 17,673 |
13. Bank Loan Payable
13. Bank Loan Payable | 12 Months Ended |
Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | |
13. Bank Loan Payable | 13. Bank Loan Payable In September 2016, the Company obtained a loan of € 500,000 545,000 4.5% 57 9,760 In terms of a directive by the Italian Government, in order to provide financial relief due to the Covid-10 pandemic, Multigioco was able to suspend repayments of the loan for a period of six months and the maturity date of the loan was extended to March 31, 2022, the interest rate remains the same at 4.5% above the Euro Inter Bank Offered Rate with monthly repayments revised to $ 9,971 The Company made payments of € 119,641 141,578 113,029 133,754 €6,612 7,824 Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of USB with a principal outstanding of $ 150,000 3.75% $731 Since acquisition of USB, The Company has repaid capital of $ 1,168 5,524 The maturity of bank loans payable as of December 31, 2021 is as follows: Amount 2022 $ 36,094 2023 3,151 2024 3,272 2025 3,396 2026 and thereafter 141,502 Total finance lease liability $ 187,415 Disclosed as: Current portion $ 36,094 Non-Current portion 151,321 $ 187,415 |
14. Contingent Purchase Conside
14. Contingent Purchase Consideration | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure 14.Contingent Purchase Consideration Abstract | |
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. December 31, 2021 Opening balance as of January 1, $ — 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 (11,857,558 ) Closing balance as of December 31, $ 12,859,399 |
15. Other Long-term Liabilities
15. Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
15. Other Long-term Liabilities | 15. Other Long-term Liabilities Other long-term liabilities represent the following: Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees on termination or retirement; · In the prior year, shop deposits that were previously held by Ulisse. Balances of other long-term liabilities were as follows: Other long-term liabilities December 31, 2021 December 31, 2020 Severance liability $ 359,567 $ 297,120 Customer deposit balance — 366,947 Total other long term liabilities $ 359,567 $ 664,067 |
16. Related Parties
16. Related Parties | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ — $ — Additions — 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) Settled by issuance of common shares — — — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) Conversion to equity — — — — Promissory Notes Payable – Related Party $ — $ — Convertible notes acquired, Related Party Forte Fixtures and Millworks, Inc. 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 and Millworks, Inc., was granted 2 134,508 3.75 3 33,627 $5.00 630,506 Deferred Purchase consideration, Related Party In terms of the acquisition of Virtual Generation on January 17, 2019, the Company issued non-interest bearing promissory notes in the principal amount of €3,803,000 owing to both related parties and non-related parties. The value of the promissory notes payable to non-related parties was €2,281,800 and to related parties was €1,521,200. The related party promissory notes are due to Luca Pasquini, an employee and previously a director of the Company and Gabriele Peroni, an employee and previously an officer of the Company. The promissory notes were to be settled as follows: (a) an aggregate of €956,800 in cash in 23 equal and consecutive monthly instalments of €41,600 with the first such payment due and payable on the date that is one month after the closing of the acquisition (the “Closing Date”); and (b) an aggregate of €564,400 in shares of the Company’s common stock in 17 equal and consecutive monthly instalments of €33,200 as determined by the average of the closing prices of such shares on the last 10 trading days immediately preceding the determination date of each monthly issuance, commencing on March 1, 2019. Pursuant to the terms of the Purchase Agreement that the Company entered into with Virtual Generation, the Company agreed to pay the Virtual Generation Sellers an earnout payment in shares of our common stock equal to an aggregate amount of €500,000 (approximately $561,500), if the amounts of bets made by users of the Virtual Generation platform grew by more than 5% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on the 18,449,380 tickets sold in 2019 the Virtual Generation sellers qualified for the earnout payment of 132,735 shares of common stock at a price of $4.23 per share, which shares were issued effective January 2020. The amount due to the related party Virtual Generation Sellers amounted to €200,000 (approximately $224,540) and was settled during January 2020 by the issuance of 53,094 shares of common stock at $4.23 per share. first and second quarter, 312,500 385,121 The movement on deferred purchase consideration consists of the following: Deferred Purchase consideration Description December 31, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,430 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 December 31, 2021 December 31, 2020 Related Party payables Related Party payables Luca Pasquini $ (502 ) $ (565 ) Related Party payables Victor Salerno (51,878 ) — Related Party payables (51,380 ) $ (565 ) Related Party Receivables Related Party Receivables Luca Pasquini $ 1,413 $ 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 Virtual Generation 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 58,000 2.03 On January 22, 2021, the Company issued Mr. Pasquini 44,968 $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 October 14, 2021, the Company entered into a further agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage. On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company. ELYS GAME TECHNOLOGY, CORP Notes to the Consolidated Financial Statements 16. Related Parties (continued) Michele Ciavarella On October 1, 2020, the Company granted to Mr. Ciavarella, a ten year option to purchase 140,000 $2.03 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. 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 6,000,000 860,760 1,265,823 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. In September 13, 2021, the Board appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, 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. Matteo Monteverdi Effective September 21, 2020, the Board appointed Mr. Monteverdi, as President of the Company and effective December 30, 2020, Mr. Monteverdi was appointed as the Chief Executive Officer of the Company. Mr. Monteverdi has previously served as an independent strategic advisor to the Company since March 2020 and has developed a firm understanding of the unique technological capabilities of the Company’s Elys Game Board betting platform and has established a strong rapport with the Company’s current management team. In connection with his appointment, the Company and Mr. Monteverdi entered into a written employment agreement (the “Employment Agreement”) for an initial four-year term, which provides for the following compensation terms: · an annual base salary of $395,000 subject to increase, but not decrease, at the discretion of the Board; · the opportunity to earn a Management by Objectives bonus (“MBO Bonus”) of 0 to 100% of annual base salary with a target bonus of 50% upon the achievement of 100% of a target objective that is mutually agreed on by both the Company and Mr. Monteverdi; and · Equity Incentive Options to purchase 648,000 shares of common stock that vest pro rata on each of September 1, 2021, September 1, 2022, September 1, 2023 and September 1, 2024. Mr. Monteverdi is also eligible to participate in the Company’s 2018 Equity Incentive Plan and to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company or in the alternative may substitute the payment amount that would be paid for health benefits towards contributions to a 401k plan. In addition, the Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr. Monteverdi for “good reason” (each as defined in his agreement), he would be entitled to receive from the Company in equal installments over a period of six (6) months (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 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 Executive’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. Monteverdi 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. Monteverdi 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. Monteverdi and his dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Monteverdi becomes eligible to receive such coverage under a subsequent employer’s insurance plan. Mr. Monteverdi’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. On July 15, 2021, Mr. Monteverdi resigned as the Company’s Chief Executive Officer and President to become the Company’s Head of Special Projects, all other terms of the employment contract remain the same. Gabriele Peroni On January 31, 2019, the Company acquired Virtual Generation 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 October 1, 2020, the Company granted to Mr. Peroni a ten year option to purchase 36,000 $2.03 On January 22, 2021, the Company issued Mr. Peroni 74,294 424,962 Alessandro Marcelli On October 1, 2020, the Company granted to Mr. Marcelli a ten year option to purchase 56,000 $2.03 On January 22, 2021, the Company issued Mr. Marcelli 34,002 194,491 Franco Salvagni On October 1, 2020, the Company granted to Mr. Salvagni a ten year option to purchase 36,000 $2.03 On January 22, 2021, the Company issued Mr. Salvagni 70,807 405,016 Beniamino Gianfelici On October 1, 2020, the Company granted to Mr. Gianfelici a ten year option to purchase 35,000 $2.03 On January 22, 2021, the Company issued Mr. Gianfelici 63,278 361,950 Paul Sallwasser On October 1, 2020, the Company granted to Mr. Sallwasser a ten year option to purchase 55,000 $2.03 On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 5.10 Steven Shallcross On October 1, 2020, the Company granted to Mr. Shallcross a ten year option to purchase 35,000 2.03 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 Mr. Shallcross earned cash directors fees of $ 40,000 and $35,000 Mark Korb On October 1, 2020, the Company granted to Mr. Korb a ten year option to purchase 58,000 $2.03 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 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. On January 5, 2022, Mark Korb resigned as Chief Financial Officer of the Company. In connection with his resignation, the Company entered into an amendment to Mr. Korb’s employment agreement with the Company to provide that he will be employed by the Company as a non-executive employee with the title “Head of Corporate Affairs”, reporting directly to the Executive Chairman and that in such capacity he will be responsible for, among other things, various corporate initiatives and activities related to growth and capital strategies. All other terms of the employment agreement remain the same. Andrea Mandel-Mantello On June 29, 2021, the Board 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 Mr. Mandel-Mantello earned cash directors fees of $ 20,000 Phillipe Blanc On October 1, 2020, the Company appointed Mr. Philippe Blanc as a director of the Company. On October 1, 2020, the Company granted to Mr. Blanc a ten year option to purchase 55,000 $2.03 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 Carlo Reali On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer. We do not have a formal employment or other compensation related agreement with Mr. Reali; however, Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of $ 71,200 . Richard Cooper On October 1, 2020 Mr. Cooper resigned as a director of the Company. Mr. Cooper received cash director fees of $ 30,000 Clive Kabatznik On May 15, 2020, Mr. Kabatznik resigned as a director of the Company. M k Director Fees 10,000 D |
17. Stockholders_ Equity
17. Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
17. Stockholders’ Equity | 17. Stockholders’ Equity For the year ended December 31, 2021, the Company issued a total of 533,790 $3,012,481 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 4.74 $4,544,304 The Company issued the following shares of common stock to promissory note holders in terms of the agreement entered into for the acquisition of Virtual Generation. · On January 1, 2020, 22,030 93,077 · On January 1, 2020, 132,735 561,350 · On February 27, 2020, 23,890 91,541 · On March 1, 2020, 25,690 96,372 · On April 1, 2020, 61,040 90,745 · On May 1, 2020, 24,390 91,265 · On June 1, 2020, 29,300 92,321 · On July 1, 2020, 35,130 91,265 For the year ended December 31, 2020, the Company issued a total of 230,326 739,004 On August 17, 2020, the Company closed its underwritten public offering of 4,166,666 $2.40 9,999,998 800,000 2.50 The Company granted the underwriters a forty-five day option to purchase up to 624,999 shares of common stock and/or warrants at a price of $2.39 per share and $0.01 per five year warrant exercisable for one share of common stock at an exercise price of $2.50 per share. The underwriters were also issued a three year warrant exercisable for 208,333 shares of common stock at an exercise price of $3.00 per share. On September 3, 2020, the underwriters executed a partial exercise of the option to purchase 624,999 0.01 500 5,250 On December 30, 2020, the Company entered into a settlement agreement with its previous chairman whereby it issued 8,469 46,666 Between December 18, 2020 and December 31, 2020, investors exercised warrants for 3,321,226 8,541,896 108,056 |
18. Warrants
18. Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
18. Warrants | 18. Warrants On May 31, 2020, in terms of convertible debt extension agreements entered into with investors, the Company granted two year warrants exercisable for 301,644 shares of common stock at an exercise price of $3.75 per share until May 31, 2022 and three year warrants exercisable for 72,729 shares of common stock at an exercise price of $5.00 per share until May 31, 2023. In terms of the underwritten public offering disclosed in note 16 above, the Company granted 4,166,666 208,333 624,999 Notes to the Consolidated Financial Statements 18. Warrants (continued) The warrants issued during the year ended December 31, 2020, were assessed in terms of ASC 480-10, Distinguishing between Liabilities and Equity, and ASC 815-10, Derivatives and Hedging Transactions The warrants awarded during the year ended December 31, 2020 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Year ended December 31, 2020 Exercise price $2.50 to $5.00 Risk free interest rate 0.16 to 0.29 % Expected life of warrants 2 to 5 years Expected volatility of underlying stock 139.5 to 183.5 Expected dividend rate 0 % A summary of all of the Company’s warrant activity during the period January 1, 2020 to December 31, 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 Expired — — — Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 5.00 2.63 Outstanding December 31, 2021 546,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of December 31, 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 3.63 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.41 3.75 48,395 3.75 $5.00 11,768 0.61 5.00 11,768 5.00 546,336 3.28 $ 2.66 546,336 $ 2.66 The outstanding warrants have an intrinsic value of $257,672 |
19. Stock Options
19. Stock Options | 12 Months Ended |
Dec. 31, 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 shares of common stock; and (ii) other non-employee director - 250,000 shares of common stock, which reflects an increase in the annual limits for awards to be granted to non-employee directors under the Plan. On November 20, 2020, the Company held its 2020 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 1,850,000 shares of common stock. On October 29, 2021, the Board approved an Amendment to the Plan (“Amendment No. 2”) to increase by 4,000,000 the number of shares that may be granted under the Plan. Amendment No. 2 to the 2018 Plan will increase the number of shares of common stock with respect to which awards may be granted under the 2018 Plan from an aggregate of 3,000,000 shares of common stock to 7,000,000 shares of common stock. On December 8, 2021, the Company held its 2021 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved amendment 2 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 4,000,000 shares of common stock. During September 2020, in terms of the employment agreement entered into with Mr. Monteverdi, the Company granted options to purchase 648,000 shares of common stock that vest pro rata on each of September 1, 2021, September 1, 2022, September 1, 2023 and September 1, 2024. On October 1, 2020, the Board granted to each of Michele Ciavarella, Alessandro Marcelli, Luca Pasquini, Gabriele Peroni, Frank Salvagni, Beniamino Gianfelici and Mark Korb, an option to purchase 140,000, 56,000, 58,000, 36,000, 36,000, 35,000 and 58,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a thirty-six month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share. On October 1, 2020, the Board also granted to each of Paul Sallwasser, Steven Shallcross and Philippe Blanc, as non-executive members of the Board, an option to purchase 55,000, 35,000 and 55,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a twelve month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share. On October 1, 2020, the board granted options to purchase 95,000 shares of common stock to various employees at an exercise price of $2.03 per share. During the period ended December 31, 2021, the Company issued ten year options to purchase 745,000 shares at exercise prices ranging from $2.62 to $4.20 per share to employees. On July 1, 2021, in compliance with the terms of an employment agreement entered into with Mr. Korb, the Company’s CFO, the Company granted him ten year options to purchase 400,000 shares of common stock at an exercise price of $4.03 per share vesting annually commencing on September 1, 2022. On August 31, 2021, due to the resignation of an employee, unvested options for 50,000 shares of common stock were forfeited by the employee. On September 13, 2021, the Company granted the non-executive members of its board ten year options to purchase 48,500 shares of common stock at an exercise price of $5.10 per share, as a component of annual compensation. The options awarded during the year ended December 31, 2021 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Assumptions Year ended December 31, 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 206.8 to 229.8 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2020 to December 31, 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 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 The following table summarize information about stock options outstanding as of December 31, 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 8.73 162,000 $2.03 659,000 8.75 359,1673 $2.72 25,000 4.50 25,000 $2.80 220,625 7.73 124,284 $2.96 70,313 7.52 70,313 $3.43 25,000 9.97 — $4.03 1,020,000 9.51 103,333 $4.07 25,000 9.54 — $4.20 25,000 9.34 — $5.10 48,500 9.71 12,125 2,766,438 8.91 $ 2.92 856,222 $ 2.49 As of December 31, 2021, there were unvested options to purchase 1,910,216 5,585,571 The intrinsic value of the options at December 31, 2021 was $ 1,493,536 As of December 31, 2021, there was an aggregate of 2,766,438 492,466 3,741,046 |
20. Revenues
20. Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
20. Revenues | 20. Revenues The following table represents disaggregated revenues from our gaming operations for the years ended December 31, 2021 and 2020. Net Gaming Revenues represents Turnover (also referred to as “Handle”), the total bets processed for the period, less customer winnings paid out, commissions paid to agents, and taxes due to government authorities, while Commission Revenues represents commissions on lotto ticket sales and Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. For the Year Ended December 31, 2021 2020 Handle (Turnover) Handle web-based $ 826,789,619 $ 505,369,803 Handle land-based 15,071,218 68,888,592 Total Handle (Turnover) 841,860,837 574,258,395 Winnings/Payouts Winnings web-based 771,852,252 473,794,175 Winnings land-based 12,842,577 56,467,865 Total Winnings/Payouts 784,694,829 530,262,040 Gross Gaming Revenues 57,166,008 43,996,355 Less: ADM Gaming Taxes 12,657,930 6,874,752 Net Gaming Revenues 44,508,078 37,121,603 Betting platform software and services 1,038,713 144,764 Revenues $ 45,546,791 $ 37,266,367 |
21. Net Loss per Common Share
21. Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
21. Net Loss per Common Share | 21. Net Loss per Common Share Basic loss per share is based on the weighted-average number of common shares outstanding during each year. Diluted 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” 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. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the years ended December 31, 2021 and 2020, the following options, warrants and convertible debentures were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Net Loss Per Share Description Year ended December 31, 2021 Year ended December 31, 2020 Options 2,766,438 1,622,938 Warrants 546,336 2,053,145 Convertible debentures — 10,796 3,312,774 3,686,879 |
22. Income Taxes
22. Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
22. Income Taxes | 22. Income Taxes The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the years ended December 31, 2021 and December 31, 2020. The Company's Italian subsidiaries are governed by the income tax laws of Italy. The corporate tax rate in Italy is 27.9 The Company's Austrian subsidiaries are governed by the income tax laws of Austria. The corporate tax rate in Austria is 25% The Company's Canadian subsidiary is governed by the income tax laws of Canada and the Province of Ontario. The combined Federal and Provincial corporate tax rate in Canada is 26.5% The Company's Colombian subsidiary is governed by the income tax laws of Colombia. The corporate tax rate in Colombia is 31% The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The reconciliation of income tax expense at the U.S. statutory rate of 21% December 31, 2021 December 31, 2020 U.S. Statutory rate $ 3,224,547 $ 1,896,305 Items not allowed for tax purposes (1,705,372 ) (2,113,651 ) Foreign tax rate differential (2,367 ) (90,772 ) Additional foreign taxation 27,495 (36,939 ) Withholding tax on dividends — (162,112 ) Prior year over provision 125,887 — Movement in valuation allowances (1,379,714 ) (323,114 ) Other differences - (76,361 ) Income tax benefit (expense) $ 290,476 $ (906,644 ) The Company has accumulated a net operating loss carry forward (“NOL”) of approximately $ 27.7 million 2.3 million 11.1 million 16.6 million Utilization of NOLs are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules. Under Italian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, up to the limit of 80% of taxable annual income. This restriction does not apply to the operating loss incurred in the first three years of the Company's activity, which are therefore available for 100% offsetting. Under Austrian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, up to the limit of 75% of taxable annual income. Under Canadian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. The provisions for income taxes consist of currently payable income tax in Colombia, Italy, Malta and Austria and deferred tax movements on intangible assets. The benefit (provision) for income taxes are summarized as follows: December 31, 2021 December 31, 2020 Current $ 94,041 $ (837,973 ) Withholding tax — (162,112 ) Deferred 196,434 93,441 Income tax benefit (expense) $ 290,476 $ (906,644 ) The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities are as follows: December 31, 2021 December 31, 2020 Working capital movements $ 247,563 $ 693,465 Property and equipment — 6,925 Net loss carryforward - Foreign 443,100 135,568 Net loss carryforward - US 5,815,807 3,752,678 6,506,470 4,588,636 Less valuation allowance (6,506,470 ) (4,588,636 ) Deferred tax assets — — Intangible assets (3,291,978 ) (1,222,514 ) Deferred Tax Liability $ (3,291,978 ) $ (1,222,514 ) The Net loss carry forward for US entities includes an adjustment of $ 0.5 million The following tax years remain subject to examination: USA: Generally three years from the date of tax return filing which is currently the 2018 to 2020 tax years. Italy: Generally five years from the date of filing which is currently the 2016 to 2020 tax years. Austria: Generally tax years 2019 and 2020. Malta: Eight years from fiscal year end which is currently 2013 to 2020. Colombia: Three years in the case of taxable profits and five years where taxable losses are realized. The Company is not currently under examination and it has not been notified of a pending examination. There are no unrecognized tax benefits. |
23. Segmental Reporting
23. Segmental Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
23. Segmental Reporting | 23. 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. (ii) Betting platform software and services Provider of certified betting Platform software services to leisure betting establishments in Italy and 9 other countries. The operating assets and liabilities of the reportable segments are as follows: Segment Reporting December 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 135,272 $ 538,256 $ 43,552 $ 717,080 Assets Current assets 8,648,505 1,291,700 1,443,280 11,383,485 Non-Current assets 1,980,100 31,203,882 11,374 33,195,356 Liabilities Current liabilities (7,610,577 ) (652,368 ) (1,564,234 ) (9,827,179 ) Non-Current liabilities (667,871 ) (16,342,274 ) - (17,010,145 ) Intercompany balances 4,359,786 (1,677,692 ) (2,682,094 ) — Net asset position $ 6,709,943 $ 13,823,248 $ (2,791,674 ) $ 17,741,517 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 44,508,078 $ — $ — $ — $ 44,508,078 Betting platform and services revenue 152,550 886,163 — — 1,038,713 Intercompany Service revenue 321,775 4,211,774 — (4,533,549 ) — 44,982,403 5,097,937 — (4,533,549 ) 45,546,791 Operating expenses Intercompany service expense 4,211,774 321,775 — (4,533,549 ) — Selling expenses 36,227,544 47,208 — — 36,274,752 General and administrative expenses 6,634,535 5,848,437 6,334,987 — 18,817,959 Impairment of license 4,827,914 12,522,714 — — 17,350,628 51,901,767 18,740,134 6,334,987 (4,533,549 ) 72,443,339 Loss from operations (6,919,364 ) (13,642,197 ) (6,334,987 ) — (26,896,548 ) Other Income (expenses) Interest expense, net (11,169 ) (4,662 ) (5,154 ) — (20,985 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Change in fair value of contingent purchase consideration — 11,857,558 — — 11,857,558 Other income 217,251 2,560 7,977 — 227,788 Other expense (23,705 ) (26,262 ) — — (49,967 ) Loss on extinguishment of convertible debt Loss on marketable securities — — (460,000 ) — (460,000 ) Total other income (expenses) 182,377 11,829,194 (470,010 ) — 11,541,561 Loss before Income Taxes (6,736,987 ) (1813,003 ) (6,804,997 ) — (15,354,987 ) Income tax provision 119,890 170,586 — — 290,476 Net Loss $ (6,617,097 ) $ (1,642,417 ) $ (6,804,997 ) $ — $ (15,064,511 ) Notes to the Consolidated Financial Statements 23. Segmental Reporting (continued) The operating assets and liabilities of the reportable segments are as follows: December 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 172,095 $ 117,703 $ 1,703 $ 291,501 Assets Current assets 10,966,901 430,625 9,796,140 21,193,666 Non-Current assets 7,475,455 6,250,418 938,440 14,664,313 Liabilities Current liabilities (8,238,101 ) (648,881 ) (4,427,053 ) (13,314,035 ) Non-Current liabilities (1,130,752 ) (1,225,477 ) (31,362 ) (2,387,591 ) Intercompany balances 4,259,281 382,598 (4,641,879 ) — Net asset position $ 13,332,784 $ 5,189,283 $ 1,634,286 $ 20,156,353 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 37,121,603 $ — $ — $ — $ 37,121,603 Betting platform and other services revenue — 144,764 — — 144,764 Intercompany Service revenue 84,172 3,604,523 — (3,688,695 ) — 37,205,775 3,749,287 — (3,688,695 ) 37,266,367 Operating expenses Intercompany service expense 3,604,523 84,172 — (3,688,695 ) — Selling expenses 26,107,189 2,032 — — 26,109,221 General and administrative expenses 4,918,986 3,906,439 4,963,966 — 13,789,391 Impairment of license 4,900,000 — — — 4,900,000 39,530,698 3,992,643 4,963,966 (3,688,695 ) 44,798,612 Loss from operations (2,324,923 ) (243,356 ) (4,963,966 ) — (7,532,245 ) Other (expense) income Interest expense, net (6,492 ) (71 ) (322,100 ) — (328,663 ) Amortization of debt discount — — (818,182 ) — (818,182 ) Other income 161,472 3,903 — — 165,375 Other expense (28,757 ) (58,176 ) — — (86,933 ) Loss on extinguishment of convertible debt — — (719,390 ) — (719,390 ) Gain on marketable securities — — 290,000 — 290,000 Total other (expenses) income 126,223 (54,344 ) (1,569,672 ) — (1,497,793 ) Loss before Income Taxes (2,198,700 ) (297,700 ) (6,533,638 ) — (9,030,038 ) Income tax provision (796,991 ) 52,459 (162,112 ) — (906,644 ) Net Loss $ (2,995,691 ) $ (245,241 ) $ (6,695,750 ) $ — $ (9,936,682 ) |
24. Subsequent Events
24. Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
24. Subsequent Events | 24. Subsequent Events To date, the current conflict between Russia and Ukraine has not had a direct impact on the Company. We do not have any exposure to either Russia or Ukraine from a business or personnel perspective. However a prolonged conflict or the spill-over of war into other European countries may, in, future impact on macro-economic conditions which could affect consumer spending adversely and consequently our operations. On March 18, 2022, the Company granted our interim CFO, Carlo Reali, an option exercisable for 100,000 $2.50 60,000 2.50 Up until April 13, 2022, in terms of an Open Market Sale Agreement with Jefferies LLC pursuant to which we may offer and sell its shares of common stock from time to time, through Jeffries, we sold a total of 147,710 331,520 10,253 The Company has evaluated subsequent events through the date the financial statements were issued, other than disclosed above, we did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
2. Accounting Policies and Es_2
2. Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The company previously had a secondary listing on the NEO exchange in Canada, which was terminated with effect from December 31, 2021. For the purposes of its previous listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “Continuous Disclosure Obligations” |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company transactions are eliminated upon consolidation. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Foreign operations | Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into US Dollars at the exchange rate in effect at year end and the results of operations and cash flows at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). Revenues were generated in US Dollars, Euros and Colombian Pesos during the years 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 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 intangible assets and goodwill, the collectability of receivables, leasing arrangements, convertible debentures, contingent purchase consideration, 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 records 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, 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 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 developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. |
Derivative Financial Instruments | Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company primarily places cash balances in the U.S. 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 a release from the bad debt provision of $98,167 13,051 |
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 and Equipment | Property and Equipment Property 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 property 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 from impairment on an annual basis in terms of ASC 350 using estimated fair value. The company impaired the remaining balance of $ 4,827,914 |
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: |
Goodwill | Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. In terms of ASC 350, the Company performed a qualitative assessment and based on the outcome of the quantitative analysis, performed a quantitative assessment on its goodwill as of December 31, 2021 and determined that an impairment of $12,522,714 was considered necessary. |
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 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 2016 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 2017 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include software licensing fees, training, installation, and product support services. The Company does not sell its proprietary software. 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. · Training fees, installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services. |
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 reflects the dilutive impact on the number of shares outstanding should they be exercised. Securities that have the potential to dilute shareholder's interests include unexercised stock options and warrants as well as unconverted debentures. |
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 In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. The FASB issued several additional 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 (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and 9 other countries. |
2. Accounting Policies and Es_3
2. Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 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 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 Total purchase consideration $ 35,261,261 |
Acquisition Combined Earnings | Proforma Revenue and Earnings Revenue Earnings Actual from July 15, 2021 to December 31, 2021 $ 363,030 $ (398,279 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 45,957,894 $ (15,887,232 ) 2020 Supplemental pro forma from January 1, 2020 to December 31, 2020 $ 37,607,873 $ (11,491,873 ) |
5. Property and equipment (Tabl
5. Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Plant and equipment | December 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 62,338 $ (35,078 ) $ 27,260 $ 39,707 Computer and office equipment 1,000,849 (777,635 ) 223,214 247,572 Fixtures and fittings 385,871 (250,438 ) 135,433 54,465 Vehicles 99,467 (54,630 ) 44,837 63,382 Computer software 224,854 (165,519 ) 59,335 84,465 $ 1,773,379 $ (1,283,300 ) $ 490,079 $ 489,591 |
6. Leases (Tables)
6. Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Right of use assets included in the consolidated balance sheet are as follows: | Right of use assets included in the consolidated balance sheet are as follows: December 31, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 589,288 $ 687,568 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 15,520 $ 27,119 Lease costs consists of the following: Year ended December 31, 2021 2020 Finance lease cost: $ 10,906 $ 14,040 Amortization of right-of-use assets 10,102 12,870 Interest expense on lease liabilities 804 1,170 Operating lease cost 244,639 265,081 Total lease cost $ 255,545 $ 279,121 Other lease information: Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (804 ) $ (1,170 ) Operating cash flows from operating leases (244,639 ) (265,081 ) Financing cash flows from finance leases (10,172 ) (12,666 ) Right-of-use assets obtained in exchange for new finance leases - 470 Right-of-use assets disposed of under operating leases prior to lease maturity (224,793 ) (21,588 ) Right-of -use assets obtained in exchange for new operating leases $ 406,276 $ 84,918 Weighted average remaining lease term – finance leases 1.93 2.74 Weighted average remaining lease term – operating leases 2.60 2.83 Weighted average discount rate – finance leases 3.73 % 3.65 % Weighted average discount rate – operating leases 2.73 % 3.59 % |
Leases - Finance lease liability | Finance lease liability Amount 2022 $ 8,802 2023 7,053 2024 818 Total undiscounted minimum future lease payments 16,673 Imputed interest (611 ) Total finance lease liability $ 16,063 Disclosed as: Current portion $ 8,347 Non-Current portion 7,716 $ 16,063 |
Leases - Operating lease liability | Operating lease liability Amount 2022 $ 257,455 2023 190,132 2024 80,541 2025 46,416 2026 31,741 Total undiscounted minimum future lease payments 606,285 Imputed interest (21,654 ) Total operating lease liability $ 584,631 Disclosed as: Current portion $ 244,467 Non-Current portion 340,164 $ 584,631 |
7. Intangible Assets (Tables)
7. Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | December 31, 2021 December 31, 2020 Cost Impairment charge Accumulated amortization Net book Net book Betting platform software $ 6,149,537 $ — $ (1,403,642 ) $ 4,745,895 $ 4,673,314 Licenses 5,794,966 (4,827,914 ) (963,639 ) 3,413 4,917,733 Location contracts 1,000,000 — (1,000,000 ) — 88,455 Customer relationships 8,145,927 — (607,394 ) 7,538,533 509,237 Trademarks 1,537,817 — (123,930 ) 1,413,887 68,843 Non-compete agreement 2,096,000 — (240,167 ) 1,855,833 — Websites 40,000 — (40,000 ) — — $ 24,764,247 $ (4,827,914 ) $ (4,378,772 ) $ 15,557,561 $ 10,257,582 |
Intangible Assets - Amortization Expense | Amortization Expense Amount 2021 $ 1,552,219 2022 1,548,806 2023 1,548,806 2024 1,308,640 2025 1,024,805 Total estimated amortization expense $ 6,983,276 |
8. Goodwill (Tables)
8. Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | December 31, 2021 December 31, 2020 Cost Opening balance as of January 1, $ 1,663,120 $ 1,663,385 Acquisition of USB 27,024,383 — Foreign exchange movements (452 ) (265 ) Closing balance as of December 31. 28,687,051 1,663,120 Accumulated Impairment charge Opening balance as of January 1, — — Impairment charge (12,522,714 ) — Closing balance as of December 31, (12,522,714 ) — Goodwill, net of impairment charges $ 16,164,337 $ 1,663,120 |
11. Convertible Debentures (Tab
11. Convertible Debentures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debentures | |
Convertible Debentures | Convertible Debentures December 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ 27,442 $ 3,464,737 Repaid (27,562 ) (2,778,349 ) Conversion to equity — (634,431 ) Foreign exchange movements 120 (24,515 ) — 27,442 Accrued Interest Opening balance 7,105 524,227 Interest expense 4,696 207,595 Repaid (11,833 ) (619,992 ) Conversion to equity — (103,958 ) Foreign exchange movements 32 (767 ) — 7,105 Debenture Discount Opening balance — (627,627 ) Amortization — 627,627 — — Convertible Debentures, net $ — $ 34,547 |
12. Deferred Purchase Conside_2
12. Deferred Purchase Consideration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Purchase Consideration | |
Deferred Purchase Consideration | Deferred Purchase Consideration December 31, 2021 December 31, 2020 Principal Outstanding Promissory note due to non-related parties $ 25,434 $ 1,802,384 Settled by the issuance of common shares — (724,467 ) Repayment in cash (25,262 ) (1,105,455 ) Foreign exchange movements (172 ) 52,972 — 25,434 Present value discount on future payments Present value discount (7,761 ) (120,104 ) Amortization 7,700 114,333 Foreign exchange movements 61 (1,990 ) — (7,761 ) Deferred purchase consideration, net $ — $ 17,673 |
13. Bank Loan Payable (Tables)
13. Bank Loan Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | |
The maturity of bank loans payable as of December 31, 2021 is as follows: | The maturity of bank loans payable as of December 31, 2021 is as follows: Amount 2022 $ 36,094 2023 3,151 2024 3,272 2025 3,396 2026 and thereafter 141,502 Total finance lease liability $ 187,415 Disclosed as: Current portion $ 36,094 Non-Current portion 151,321 $ 187,415 |
14. Contingent Purchase Consi_2
14. Contingent Purchase Consideration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure 14.Contingent Purchase Consideration Abstract | |
Contigent Purchase Consideration | December 31, 2021 Opening balance as of January 1, $ — 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 (11,857,558 ) Closing balance as of December 31, $ 12,859,399 |
15. Other Long-term Liabiliti_2
15. Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other long-term liabilities | Other long-term liabilities December 31, 2021 December 31, 2020 Severance liability $ 359,567 $ 297,120 Customer deposit balance — 366,947 Total other long term liabilities $ 359,567 $ 664,067 |
16. Related Parties (Tables)
16. Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note Payable, Related Party December 31, 2021 December 31, 2020 Principal Outstanding Opening balance $ — $ — Additions — 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) Settled by issuance of common shares — — — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) Conversion to equity — — — — Promissory Notes Payable – Related Party $ — $ — |
Related Parties - Deferred Purchase consideration, Related Party | Deferred Purchase consideration Description December 31, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,430 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 December 31, 2021 December 31, 2020 Related Party payables Related Party payables Luca Pasquini $ (502 ) $ (565 ) Related Party payables Victor Salerno (51,878 ) — Related Party payables (51,380 ) $ (565 ) Related Party Receivables Related Party Receivables Luca Pasquini $ 1,413 $ 1,519 |
18. Warrants (Tables)
18. Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants - Assumptions | Year ended December 31, 2020 Exercise price $2.50 to $5.00 Risk free interest rate 0.16 to 0.29 % Expected life of warrants 2 to 5 years Expected volatility of underlying stock 139.5 to 183.5 Expected dividend rate 0 % |
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 Expired — — — Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 5.00 2.63 Outstanding December 31, 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 3.63 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.41 3.75 48,395 3.75 $5.00 11,768 0.61 5.00 11,768 5.00 546,336 3.28 $ 2.66 546,336 $ 2.66 |
19. Stock Options (Tables)
19. Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock option Assumptions | Assumptions Year ended December 31, 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 206.8 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 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 |
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 8.73 162,000 $2.03 659,000 8.75 359,1673 $2.72 25,000 4.50 25,000 $2.80 220,625 7.73 124,284 $2.96 70,313 7.52 70,313 $3.43 25,000 9.97 — $4.03 1,020,000 9.51 103,333 $4.07 25,000 9.54 — $4.20 25,000 9.34 — $5.10 48,500 9.71 12,125 2,766,438 8.91 $ 2.92 856,222 $ 2.49 |
20. Revenues (Tables)
20. Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | For the Year Ended December 31, 2021 2020 Handle (Turnover) Handle web-based $ 826,789,619 $ 505,369,803 Handle land-based 15,071,218 68,888,592 Total Handle (Turnover) 841,860,837 574,258,395 Winnings/Payouts Winnings web-based 771,852,252 473,794,175 Winnings land-based 12,842,577 56,467,865 Total Winnings/Payouts 784,694,829 530,262,040 Gross Gaming Revenues 57,166,008 43,996,355 Less: ADM Gaming Taxes 12,657,930 6,874,752 Net Gaming Revenues 44,508,078 37,121,603 Betting platform software and services 1,038,713 144,764 Revenues $ 45,546,791 $ 37,266,367 |
21. Net Loss per Common Share (
21. Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Loss Per Share Description Year ended December 31, 2021 Year ended December 31, 2020 Options 2,766,438 1,622,938 Warrants 546,336 2,053,145 Convertible debentures — 10,796 3,312,774 3,686,879 |
22. Income Taxes (Tables)
22. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Income tax expense | December 31, 2021 December 31, 2020 U.S. Statutory rate $ 3,224,547 $ 1,896,305 Items not allowed for tax purposes (1,705,372 ) (2,113,651 ) Foreign tax rate differential (2,367 ) (90,772 ) Additional foreign taxation 27,495 (36,939 ) Withholding tax on dividends — (162,112 ) Prior year over provision 125,887 — Movement in valuation allowances (1,379,714 ) (323,114 ) Other differences - (76,361 ) Income tax benefit (expense) $ 290,476 $ (906,644 ) |
Income Taxes - Benefit (Provision) Income tax expense | December 31, 2021 December 31, 2020 Current $ 94,041 $ (837,973 ) Withholding tax — (162,112 ) Deferred 196,434 93,441 Income tax benefit (expense) $ 290,476 $ (906,644 ) |
Income Taxes - Deferred tax assets and liabilities | December 31, 2021 December 31, 2020 Working capital movements $ 247,563 $ 693,465 Property and equipment — 6,925 Net loss carryforward - Foreign 443,100 135,568 Net loss carryforward - US 5,815,807 3,752,678 6,506,470 4,588,636 Less valuation allowance (6,506,470 ) (4,588,636 ) Deferred tax assets — — Intangible assets (3,291,978 ) (1,222,514 ) Deferred Tax Liability $ (3,291,978 ) $ (1,222,514 ) |
23. Segmental Reporting (Tables
23. Segmental Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting December 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 135,272 $ 538,256 $ 43,552 $ 717,080 Assets Current assets 8,648,505 1,291,700 1,443,280 11,383,485 Non-Current assets 1,980,100 31,203,882 11,374 33,195,356 Liabilities Current liabilities (7,610,577 ) (652,368 ) (1,564,234 ) (9,827,179 ) Non-Current liabilities (667,871 ) (16,342,274 ) - (17,010,145 ) Intercompany balances 4,359,786 (1,677,692 ) (2,682,094 ) — Net asset position $ 6,709,943 $ 13,823,248 $ (2,791,674 ) $ 17,741,517 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 44,508,078 $ — $ — $ — $ 44,508,078 Betting platform and services revenue 152,550 886,163 — — 1,038,713 Intercompany Service revenue 321,775 4,211,774 — (4,533,549 ) — 44,982,403 5,097,937 — (4,533,549 ) 45,546,791 Operating expenses Intercompany service expense 4,211,774 321,775 — (4,533,549 ) — Selling expenses 36,227,544 47,208 — — 36,274,752 General and administrative expenses 6,634,535 5,848,437 6,334,987 — 18,817,959 Impairment of license 4,827,914 12,522,714 — — 17,350,628 51,901,767 18,740,134 6,334,987 (4,533,549 ) 72,443,339 Loss from operations (6,919,364 ) (13,642,197 ) (6,334,987 ) — (26,896,548 ) Other Income (expenses) Interest expense, net (11,169 ) (4,662 ) (5,154 ) — (20,985 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Change in fair value of contingent purchase consideration — 11,857,558 — — 11,857,558 Other income 217,251 2,560 7,977 — 227,788 Other expense (23,705 ) (26,262 ) — — (49,967 ) Loss on extinguishment of convertible debt Loss on marketable securities — — (460,000 ) — (460,000 ) Total other income (expenses) 182,377 11,829,194 (470,010 ) — 11,541,561 Loss before Income Taxes (6,736,987 ) (1813,003 ) (6,804,997 ) — (15,354,987 ) Income tax provision 119,890 170,586 — — 290,476 Net Loss $ (6,617,097 ) $ (1,642,417 ) $ (6,804,997 ) $ — $ (15,064,511 ) Notes to the Consolidated Financial Statements 23. Segmental Reporting (continued) The operating assets and liabilities of the reportable segments are as follows: December 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 172,095 $ 117,703 $ 1,703 $ 291,501 Assets Current assets 10,966,901 430,625 9,796,140 21,193,666 Non-Current assets 7,475,455 6,250,418 938,440 14,664,313 Liabilities Current liabilities (8,238,101 ) (648,881 ) (4,427,053 ) (13,314,035 ) Non-Current liabilities (1,130,752 ) (1,225,477 ) (31,362 ) (2,387,591 ) Intercompany balances 4,259,281 382,598 (4,641,879 ) — Net asset position $ 13,332,784 $ 5,189,283 $ 1,634,286 $ 20,156,353 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 37,121,603 $ — $ — $ — $ 37,121,603 Betting platform and other services revenue — 144,764 — — 144,764 Intercompany Service revenue 84,172 3,604,523 — (3,688,695 ) — 37,205,775 3,749,287 — (3,688,695 ) 37,266,367 Operating expenses Intercompany service expense 3,604,523 84,172 — (3,688,695 ) — Selling expenses 26,107,189 2,032 — — 26,109,221 General and administrative expenses 4,918,986 3,906,439 4,963,966 — 13,789,391 Impairment of license 4,900,000 — — — 4,900,000 39,530,698 3,992,643 4,963,966 (3,688,695 ) 44,798,612 Loss from operations (2,324,923 ) (243,356 ) (4,963,966 ) — (7,532,245 ) Other (expense) income Interest expense, net (6,492 ) (71 ) (322,100 ) — (328,663 ) Amortization of debt discount — — (818,182 ) — (818,182 ) Other income 161,472 3,903 — — 165,375 Other expense (28,757 ) (58,176 ) — — (86,933 ) Loss on extinguishment of convertible debt — — (719,390 ) — (719,390 ) Gain on marketable securities — — 290,000 — 290,000 Total other (expenses) income 126,223 (54,344 ) (1,569,672 ) — (1,497,793 ) Loss before Income Taxes (2,198,700 ) (297,700 ) (6,533,638 ) — (9,030,038 ) Income tax provision (796,991 ) 52,459 (162,112 ) — (906,644 ) Net Loss $ (2,995,691 ) $ (245,241 ) $ (6,695,750 ) $ — $ (9,936,682 ) |
1. Nature of Business (Details
1. Nature of Business (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 15, 2021 | Jul. 05, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stock Issued During Period, Shares, Purchase of Assets | 1,265,823 | |
Stock Issued During Period, Value, Purchase of Assets | $ 4,544,304 | |
Asset Acquisition, Consideration Transferred | $ 6,000,000 | |
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) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021EUR (€) | |
Accounting Policies [Abstract] | ||||
Cash, FDIC Insured Amount | $ 250,000 | $ 100,000 | € 100,000 | |
Bad Debt Provision | 98,167 | |||
Bad Debt Provision | $ 13,051 | |||
Impairment Charge | $ 4,827,914 | $ 4,900,000 |
Acquisition of subsidiaries (De
Acquisition of subsidiaries (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 05, 2021 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 6,000,000 | |
Stock Issued During Period, Value, Acquisitions | 4,554,304 | $ 4,544,304 |
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 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 |
Acquisition Combined Earnings (
Acquisition Combined Earnings (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenue | $ 363,030 | $ 45,957,894 | $ 37,607,873 |
Earnings | 398,279 | 15,887,232 | 11,491,873 |
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ (398,279) | $ (15,887,232) | $ (11,491,873) |
3. Acquisition of subsidiarie_2
3. Acquisition of subsidiaries (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 05, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 1,265,823 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,544,304 | |||
Fair Value contingent purchase consideration | $ 24,716,957 | |||
Acquisition Costs, Period Cost | $ 125,479 | |||
Other Depreciation and Amortization | $ 579,519 | $ 1,070,067 |
4. Restricted Cash (Details Nar
4. Restricted Cash (Details Narrative) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Secured Debt | $ 500,000 | ||
Line of Credit, Current | $ 500,000 | $ 500,000 |
Plant and equipment (Details)
Plant and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,773,379 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,283,300) | |
Property, Plant and Equipment, Net | 490,079 | $ 489,591 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 62,338 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (35,078) | |
Property, Plant and Equipment, Net | 27,260 | 39,707 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,000,849 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (777,635) | |
Property, Plant and Equipment, Net | 223,214 | 247,572 |
Fixtures and fittings | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 385,871 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (250,438) | |
Property, Plant and Equipment, Net | 135,433 | 54,465 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 99,467 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (54,630) | |
Property, Plant and Equipment, Net | 44,837 | |
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 | 224,854 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (165,519) | |
Property, Plant and Equipment, Net | $ 59,335 | $ 84,465 |
5. Property and equipment (Deta
5. Property and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 230,033 | $ 354,552 |
Right of use assets included in
Right of use assets included in the consolidated balance sheet are as follows: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Right of use assets - operating leases, net of amortization | $ 589,288 | $ 687,568 |
Right of use assets - finance leases, net of depreciation – included in property and equipment | 15,520 | 27,119 |
Amortization of right-of-use assets | 10,102 | 12,870 |
Interest expense on lease liabilities | 804 | 1,170 |
Operating lease cost | 244,639 | 265,081 |
Total lease cost | 255,545 | 279,121 |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | (804) | (1,170) |
Operating cash flows from operating leases | (244,639) | (265,081) |
Financing cash flows from finance leases | (10,172) | (12,666) |
Right-of-use assets obtained in exchange for new finance leases | 470 | |
Right-of-use assets disposed of under operating leases prior to lease maturity | $ (224,793) | $ (21,588) |
Finance Lease, Weighted Average Remaining Lease Term | 1 year 11 months 4 days | 2 years 8 months 26 days |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 7 months 6 days | 2 years 9 months 29 days |
Finance Lease, Weighted Average Discount Rate, Percent | 3.73% | 3.65% |
Operating Lease, Weighted Average Discount Rate, Percent | 2.73% | 3.59% |
Leases - Finance lease liabilit
Leases - Finance lease liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 8,802 | |
2023 | 7,053 | |
2024 | 818 | |
Total undiscounted minimum future lease payments | 16,673 | |
Imputed interest | (611) | |
Total finance lease liability | 16,063 | |
Current portion | 8,347 | $ 10,511 |
Non-Current portion | $ 7,716 | $ 17,265 |
Leases - Operating lease liabil
Leases - Operating lease liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 257,455 | |
2023 | 190,132 | |
2024 | 80,541 | |
2025 | 46,416 | |
2026 | 31,741 | |
Total undiscounted minimum future lease payments | 606,285 | |
Imputed interest | (21,654) | |
Total operating lease liability | 584,631 | |
Current portion | 244,467 | $ 238,899 |
Non-Current portion | $ 340,164 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 24,764,247 | |
Impairment charge | 4,827,914 | |
Accumulated amortization | (4,378,772) | |
Net book | 15,557,561 | $ 10,257,582 |
Goodwill, Impaired, Accumulated Impairment Loss | (4,827,914) | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,149,537 | |
Impairment charge | ||
Accumulated amortization | (1,403,642) | |
Net book | 4,745,895 | 4,673,314 |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,794,966 | |
Impairment charge | 4,827,914 | |
Accumulated amortization | (963,639) | |
Net book | 3,413 | 4,917,733 |
Goodwill, Impaired, Accumulated Impairment Loss | (4,827,914) | |
Contractual Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,000,000 | |
Impairment charge | ||
Accumulated amortization | (1,000,000) | |
Net book | 88,455 | |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,145,927 | |
Impairment charge | ||
Accumulated amortization | (607,394) | |
Net book | 7,538,533 | 509,237 |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,537,817 | |
Impairment charge | ||
Accumulated amortization | (123,930) | |
Net book | 1,413,887 | 68,843 |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,096,000 | |
Impairment charge | ||
Accumulated amortization | (240,167) | |
Net book | 1,855,833 | |
Goodwill, Impaired, Accumulated Impairment Loss | ||
Websites | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 40,000 | |
Impairment charge | ||
Accumulated amortization | (40,000) | |
Net book | $ 0 | |
Goodwill, Impaired, Accumulated Impairment Loss |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) | 12 Months Ended | 60 Months Ended | ||||
Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2025 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Operating Lease, Payments | $ 1,024,805 | $ 1,308,640 | $ 1,548,806 | $ 1,548,806 | $ 1,552,219 | $ 6,983,276 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening balance as of January 1, | $ 1,663,120 | $ 1,663,385 |
Acquisition of USB | 27,024,383 | |
Foreign exchange movements | (452) | (265) |
Impairment charge | (12,522,714) | |
Goodwill, net of impairment charges | $ 16,164,337 | $ 1,663,120 |
7. Intangible Assets (Details N
7. Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,120,757 | $ 703,191 |
Impariment Charge | $ 4,827,914 | $ 4,900,000 |
9. Marketable Securities (Detai
9. Marketable Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | ||
Investements in marketable securities | 2,500,000 | |
Investment Company, Gain (Loss) on Investment, Per Share | $ 0.003 | |
Unrealized Gain (Loss) on Investments | $ 460,000 | $ 290,000 |
10. Line of Credit - Bank (Deta
10. Line of Credit - Bank (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Cancel Line of Credit | $ 500,000 | |
Proceeds from Bank Debt | $ 500,000 | |
Line of Credit Facility, Interest Rate at Period End | 3.00% | |
Cash Collateral for Borrowed Securities | $ 500,000 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Interest | ||
Opening balance | ||
Interest expense | 22,521 | |
Debenture Discount | ||
Convertible Debt, Current | 34,547 | |
Convertible Debt [Member] | ||
Debt Conversion [Line Items] | ||
Opening balance | 27,442 | 3,464,737 |
Repaid | (27,562) | (2,778,349) |
Conversion to equity | (634,431) | |
Foreign exchange movements | 120 | (24,515) |
27,442 | ||
Accrued Interest | ||
Opening balance | 7,105 | 524,227 |
Interest expense | 4,696 | 207,595 |
Repaid | (11,833) | (619,992) |
Conversion to equity | (103,958) | |
Foreign exchange movements | 32 | (767) |
7,105 | ||
Debenture Discount | ||
Opening balance | (627,627) | |
Amortization | 627,627 | |
11. Convertible Debentures (Det
11. Convertible Debentures (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020CAD ($) | |
Short-term Debt [Line Items] | ||||||||
Warrant price | $ / shares | $ 2.66 | $ 2.66 | ||||||
Broker Fee | $ 427,314 | |||||||
Common stock issued with debt | 582,486 | |||||||
Warrants issued for convertible debentures | 2,929,712 | |||||||
Debt Discount | $ 6,524,567 | 6,524,567 | ||||||
Debt Instrument, Increase, Accrued Interest | $ 22,521 | |||||||
Warrant Price 3. 75 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Warrant price | $ / shares | $ 3.75 | $ 3.75 | ||||||
Debt acquired by related party | $ 144,041 | |||||||
Issuance of common shares | $ 301,644 | |||||||
Conversion price | $ / shares | 3.75 | $ 3.75 | ||||||
Warrant Price 5. 00 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Warrant price | $ / shares | 5 | $ 5 | ||||||
Debt acquired by related party | $ 36,010 | |||||||
Issuance of common shares | $ 72,729 | |||||||
Conversion price | $ / shares | $ 5 | $ 5 | ||||||
February 2018 Private Placemen [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debenture carrying value, note payable | $ 1,000 | $ 1,000 | ||||||
Interest rate | 10.00% | 10.00% | ||||||
Warrants to purchase shares | shares | 31.25 | 31.25 | 31.25 | |||||
Initial Warrant price | $ / shares | $ 5 | $ 5 | ||||||
Maturity date | Feb. 25, 2020 | Feb. 25, 2020 | ||||||
Resticted common stock, shares | shares | 20 | 20 | ||||||
Proceeds from private placement | $ 521,900 | $ 670,000 | ||||||
Shares issued for warrants, shares | shares | 20,938 | 20,938 | ||||||
Shares issued for private placement, shares | shares | 13,875 | 13,875 | ||||||
Price per share | $ / shares | 3.20 | $ 3.20 | ||||||
Warrant price | $ / shares | $ 4 | $ 4 | ||||||
April 2018 Private Placemen [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debenture carrying value, note payable | $ 1,000 | $ 1,000 | ||||||
Warrants to purchase shares | shares | 31.25 | 31.25 | 31.25 | |||||
Initial Warrant price | $ / shares | $ 5 | $ 5 | ||||||
Resticted common stock, shares | shares | 20 | 20 | ||||||
Proceeds from private placement | $ 105,200 | $ 135,000 | ||||||
Shares issued for warrants, shares | shares | 4,218 | 4,218 | ||||||
Shares issued for private placement, shares | shares | 2,700 | 2,700 | ||||||
Price per share | $ / shares | 3.20 | $ 3.20 | ||||||
Warrant price | $ / shares | $ 4 | $ 4 | ||||||
April 192018 Private Placemen [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debenture carrying value, note payable | $ 1,000 | $ 1,000 | ||||||
Interest rate | 10.00% | 10.00% | ||||||
Warrants to purchase shares | shares | 31.25 | 31.25 | 31.25 | |||||
Initial Warrant price | $ / shares | $ 5 | $ 5 | ||||||
Resticted common stock, shares | shares | 20 | 20 | ||||||
Proceeds from private placement | $ 1,118,600 | $ 1,436,000 | ||||||
Shares issued for warrants, shares | shares | 44,875 | 44,875 | ||||||
Shares issued for private placement, shares | shares | 28,720 | 28,720 | ||||||
May 2018 Private Placemen [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debenture carrying value, note payable | $ 1,000 | |||||||
Interest rate | 10.00% | 10.00% | ||||||
Warrants to purchase shares | shares | 31.25 | 31.25 | 31.25 | |||||
Initial Warrant price | $ / shares | $ 5 | $ 5 | ||||||
Maturity date | May 11, 2020 | May 11, 2020 | ||||||
Resticted common stock, shares | shares | 20 | 20 | ||||||
Proceeds from private placement | $ 102,000 | $ 131,000 | ||||||
Shares issued for warrants, shares | shares | 4,093 | 4,093 | ||||||
Shares issued for private placement, shares | shares | 2,620 | 2,620 | ||||||
Price per share | $ / shares | 3.20 | $ 3.20 | ||||||
Warrant price | $ / shares | $ 4 | $ 4 | ||||||
May 312018 Private Placement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debenture carrying value, note payable | $ 1,000 | $ 1,000 | $ 1,000 | |||||
Interest rate | 10.00% | 10.00% | ||||||
Warrants to purchase shares | shares | 26 | 26 | 26 | |||||
Initial Warrant price | $ / shares | $ 135.25 | $ 135.25 | ||||||
Resticted common stock, shares | shares | 20 | 20 | ||||||
Price per share | $ / shares | $ 104.06 | $ 104.06 | ||||||
Private Placement , units | shares | 7,500 | 7,500 | ||||||
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 related party | $ 35,000 | |||||||
Payment on convertible debt | $ 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 related party | $ 500,000 | $ 207,000 | ||||||
Convertible Debentures C D N [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement | $ 317,600 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 45,029 | |||||||
Convertible Debentures U S A [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Issuance of common shares | 230,134 | |||||||
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement | 400,000 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 70,492 |
Deferred Purchase Consideration
Deferred Purchase Consideration (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | |
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) | € (20,800) | (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) |
12. Deferred Purchase Conside_3
12. Deferred Purchase Consideration (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 20, 2020USD ($) | Jan. 20, 2020EUR (€) | Jan. 31, 2019EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019EUR (€) | |
Deferred Purchase Consideration [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Repayments of Notes Payable | $ 25,262 | € 20,800 | $ 1,105,455 | |||||
Virtual Generation [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Promissory note payable | € 3,803,000 | |||||||
Total payments | € 1,435,200 | |||||||
Number of payments | 23 | |||||||
Monthly installments | € 62,400 | |||||||
Share issued for acquisition | 846,600 | |||||||
Share issued for acquisition, installments | 49,800 | |||||||
Virtual Generation bonus earnout | $ 336,810 | € 300,000 | $ 561,500 | € 500,000 | ||||
Tickets sold | 18,449,380 | 18,449,380 | ||||||
Shares issued | shares | 132,735 | |||||||
Share price | $ / shares | $ 4.23 | |||||||
Virtual Generation [Member] | Related Party [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Promissory note payable | 1,521,200 | |||||||
Virtual Generation [Member] | Non Related Party [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Promissory note payable | € 2,281,800 |
The maturity of bank loans paya
The maturity of bank loans payable as of December 31, 2021 is as follows: (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Federal Home Loan Banks [Abstract] | ||
2022 | $ 36,094 | |
2023 | 3,151 | |
2024 | 3,272 | |
2025 | 3,396 | |
2026 and thereafter | 141,502 | |
Total finance lease liability | 187,415 | |
Current portion | 36,094 | |
Non-Current portion | $ 151,321 | $ 66,885 |
13. Bank Loan Payable (Details
13. Bank Loan Payable (Details Narrative) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 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 | $ 187,415 | $ 187,415 | |||||
SBA Loan | 150,000 | $ 150,000 | |||||
Federal Home Loan Bank, Advances, Activity for Year, Average Interest Rate for Year | 3.75% | 3.75% | |||||
Monthly Installments | 731 | ||||||
Repaid Capital | $ 1,168 | ||||||
Accrued and unpaid interest | $ 5,524 | 5,524 | |||||
Intesa Sanpaolo Bank [Member] | |||||||
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items] | |||||||
Advances from Federal Home Loan Banks | $ 545,000 | € 500,000 | |||||
Weighted Average Rate, Interest-bearing Foreign Deposits, Point in Time | 4.50% | 4.50% | |||||
Debt Instrument, Frequency of Periodic Payment | 57 | ||||||
Debt Instrument, Periodic Payment | € | € 9,971 | € 9,760 | |||||
Repayments of Debt | 141,578 | € 119,641 | |||||
Principal Payment | 133,754 | 113,029 | |||||
Interest Payment | $ 7,824 | € 6,612 |
Contigent Purchase Consideratio
Contigent Purchase Consideration (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 05, 2021 | |
Disclosure 14.Contingent Purchase Consideration Abstract | |||
Contingent purchase consideration measured on the acquisition of USB | $ 24,716,957 | $ 24,716,957 | |
Changes in fair value | (11,857,558) | ||
Closing balance as of December 31, | $ 12,859,399 |
14. Contingent Purchase Consi_3
14. Contingent Purchase Consideration (Details Narrative) | 12 Months Ended |
Dec. 31, 2022USD ($) | |
Disclosure 14.Contingent Purchase Consideration Abstract | |
Additional Proceeds Potential | $ 41,800,000 |
Other long-term liabilities (De
Other long-term liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Severance liability | $ 359,567 | $ 297,120 |
Customer deposit balance | 366,947 | |
Total other long term liabilities | $ 359,567 | $ 664,067 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Principal Outstanding | ||
Opening balance | ||
Additions | 300,000 | |
Repayment | (200,000) | |
Applied to warrant exercise | (100,000) | |
Accrued Interest | ||
Interest expense | 22,521 | |
Repayment | (14,465) | |
Applied to warrant exercise | (8,056) | |
Promissory Notes Payable – Related Party |
Related Parties - Deferred Purc
Related Parties - Deferred Purchase consideration, Related Party (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | |
Principal Outstanding | |||
Promissory notes due to related parties | |||
51,878 | |||
Present value discount on future payments | |||
Deferred purchase consideration, net | 0 | 376,954 | |
Related Party Deferred Purchase Consideration [Member] | |||
Principal Outstanding | |||
Promissory notes due to related parties | 382,128 | 1,279,430 | |
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 | |
0 | 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) | |
$ 0 | $ (5,174) |
Related Party Receivables (Deta
Related Party Receivables (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related Party payables | $ (51,380) | $ (565) |
Related Party Receivables | 1,413 | 1,519 |
Luca Pasquini [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party payables | (502) | (565) |
Related Party Receivables | 1,413 | 1,519 |
Victor Salerno [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party payables | $ (51,878) |
16. Related Parties (Details Na
16. Related Parties (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2021USD ($) | Jan. 22, 2021USD ($)shares | Jan. 31, 2019USD ($) | Jan. 31, 2019CAD ($) | Jan. 31, 2019EUR (€) | Mar. 11, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2021EUR (€)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Jul. 15, 2021USD ($)shares | Jul. 05, 2021USD ($)shares | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020CAD ($)shares | Mar. 18, 2022$ / sharesshares | Sep. 13, 2021$ / sharesshares | Dec. 31, 2020CAD ($)shares | Oct. 01, 2020$ / sharesshares | Dec. 31, 2019shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ | $ 300,000 | |||||||||||||||||||||
Stock Options available | 1,150,000 | |||||||||||||||||||||
Proceeds from warrants exercised | $ | 3,962,482 | 8,541,896 | ||||||||||||||||||||
Issuance of common stock, value | $ | $ 4,554,304 | $ 4,544,304 | ||||||||||||||||||||
Cash Acquired from Acquisition | $ | $ 4,080,000 | |||||||||||||||||||||
Asset Acquisition, Price of Acquisition, Expected | $ | $ 6,000,000 | |||||||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 860,760 | |||||||||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 1,265,823 | |||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 360,000 | |||||||||||||||||||||
Compensation Expense, Excluding Cost of Good and Service Sold | € | € 105,000 | |||||||||||||||||||||
Luca Pasquini [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.00% | 34.00% | 34.00% | 34.00% | 34.00% | 34.00% | 34.00% | |||||||||||||||
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] | ||||||||||||||||||||||
Repayments of Notes Payable | $ 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 available | 134,508 | 134,508 | ||||||||||||||||||||
Warrant exercised, share | 3.75 | 3.75 | ||||||||||||||||||||
Proceeds from Convertible Debt | $ | $ 630,506 | |||||||||||||||||||||
Forte Fixtures Millworks 2 [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock option term | 3 years | 3 years | ||||||||||||||||||||
Stock Options available | 33,627 | 33,627 | ||||||||||||||||||||
Warrant exercised, share | 5 | 5 | ||||||||||||||||||||
Gold Street Capital [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Convertible Debentures | $ 34,547 | $ 44,062 | ||||||||||||||||||||
Warrant exercised, share | 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 | 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 | |||||||||||||||||||
Stock Options available | 58,000 | |||||||||||||||||||||
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 | 112,521 | 112,521 | ||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 44,968 | |||||||||||||||||||||
Stock based compensation | $ | $ 257,217 | |||||||||||||||||||||
Michele Ciavarella [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 140,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 24,476 | 24,476 | 24,476 | |||||||||||||||||||
Stock based compensation | $ | $ 140,000 | $ 140,000 | ||||||||||||||||||||
Michele Ciavarella 2 [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock based compensation, shares | 175,396 | |||||||||||||||||||||
Stock based compensation | $ | $ 1,003,265 | |||||||||||||||||||||
Gabriele Peroni [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments on Loan | 500,000 | 604,380 | € 500,000 | |||||||||||||||||||
Stock Options available | 36,000 | |||||||||||||||||||||
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 | 112,521 | 112,521 | ||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 74,294 | |||||||||||||||||||||
Stock based compensation | $ | $ 424,962 | |||||||||||||||||||||
Alessandro Marcelli [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 56,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 34,002 | |||||||||||||||||||||
Stock based compensation | $ | $ 194,491 | |||||||||||||||||||||
Franco Salvagni [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 36,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 70,807 | |||||||||||||||||||||
Stock based compensation | $ | $ 405,016 | |||||||||||||||||||||
Beniamino Gianfelici [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 35,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Stock based compensation, shares | 63,278 | |||||||||||||||||||||
Stock based compensation | $ | $ 361,950 | |||||||||||||||||||||
Paul Sallwasser [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 21,300 | 55,000 | ||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.10 | $ 2.03 | ||||||||||||||||||||
Steven Shallcross [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 13,600 | 35,000 | ||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.10 | $ 2.03 | ||||||||||||||||||||
Stock based compensation, shares | 5,245 | |||||||||||||||||||||
Stock based compensation | $ | $ 30,000 | |||||||||||||||||||||
Director Fees | $ | 40,000 | $ 35,000 | ||||||||||||||||||||
Mark Korb [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 58,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Andrea Mandel Mantello [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 13,600 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.10 | |||||||||||||||||||||
Director Fees | $ | 20,000 | |||||||||||||||||||||
Phillipe Blanc [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 55,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.03 | |||||||||||||||||||||
Carlo Reali [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock Options available | 100,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.50 | |||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ | 71,200 | |||||||||||||||||||||
Richard Cooper [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Director Fees | $ | 30,000 | |||||||||||||||||||||
Olive Kabatznik [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Director Fees | $ | $ 10,000 |
17. Stockholders_ Equity (Detai
17. Stockholders’ Equity (Details Narrative) - USD ($) | Apr. 02, 2020 | Jan. 03, 2020 | Jan. 02, 2020 | Mar. 28, 2022 | Jan. 22, 2021 | Sep. 03, 2020 | Aug. 17, 2020 | Jul. 02, 2020 | May 01, 2020 | Jun. 02, 2020 | Mar. 01, 2020 | Feb. 27, 2020 | Dec. 31, 2021 | Jul. 15, 2021 | Jul. 05, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Proceeds from Issuance of Warrants | $ 3,962,482 | $ 8,541,896 | ||||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 1,265,823 | |||||||||||||||||
Accelerated Share Repurchases, Initial Price Paid Per Share | $ 4.74 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,544,304 | |||||||||||||||||
Acquisition of Bookmakers Company US, LLC | $ 4,554,304 | $ 4,544,304 | ||||||||||||||||
Common stock issued with debentures | 739,004 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,006,249 | |||||||||||||||||
Underwriting commissions | $ 10,253 | |||||||||||||||||
Conversion price | $ 2.66 | $ 2.66 | ||||||||||||||||
Common stock issued to settle liabilities, shares | 8,469 | |||||||||||||||||
Common stock issued to settle liabilities | $ 46,666 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,321,226 | |||||||||||||||||
Proceeds from warrants exercised | $ 8,541,896 | |||||||||||||||||
Promissory note, related party applied to warrant exercise | $ 108,056 | |||||||||||||||||
Equity Option [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Warrants exercised, shares | 624,999 | |||||||||||||||||
Underwriting commissions | $ 500 | |||||||||||||||||
Conversion price | $ 0.01 | |||||||||||||||||
Warrants exercised, amount | $ 5,250 | |||||||||||||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,166,666 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 2.40 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 9,999,998 | |||||||||||||||||
Underwriting commissions | $ 800,000 | |||||||||||||||||
Conversion price | $ 2.50 | |||||||||||||||||
Debentures Subject to Mandatory Redemption [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Common stock issued with debentures, shares | 230,326 | |||||||||||||||||
Common stock issued with debentures | $ 739,004 | |||||||||||||||||
Virtual Generation [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Share issued for acquisition, shares | 132,735 | 22,030 | 25,690 | 23,890 | ||||||||||||||
Acquisition of Bookmakers Company US, LLC | $ 561,350 | $ 93,077 | $ 96,372 | $ 91,541 | ||||||||||||||
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 | 533,790 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 3,012,481 | |||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Warrants exercised, shares | 1,506,809 | |||||||||||||||||
Proceeds from Issuance of Warrants | $ 3,962,481 | |||||||||||||||||
[custom:WarrantsExcercisedDuringPeriod] | 2.63 | |||||||||||||||||
Virtual Generation [Member] | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Share issued for acquisition, shares | 61,040 | 35,130 | 24,390 | 29,300 | ||||||||||||||
Acquisition of Bookmakers Company US, LLC | $ 90,745 | $ 91,265 | $ 91,265 | $ 92,321 |
Warrants - Assumptions (Details
Warrants - Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Exercise price, minimum | $ 2.62 | |
Exercise price, maximum | $ 5.10 | |
Risk free interest rate, minimum | 0.92% | |
Risk free interest rate, maximum | 1.63% | |
Expected life of options | 8 years 10 months 28 days | |
Expected volatility of underlying stock, minimum | 206.80% | |
Expected volatility of underlying stock, maximum | 229.80% | |
Expected dividend rate | 0.00% | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price, minimum | $ 2.50 | |
Exercise price, maximum | $ 5 | |
Risk free interest rate, minimum | 0.16% | |
Risk free interest rate, maximum | 0.29% | |
Expected life of options | 2 years | |
Expected life of options | 5 years | |
Expected volatility of underlying stock, minimum | 139.50% | |
Expected volatility of underlying stock, maximum | 183.50% | |
Expected dividend rate | 0.00% |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 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 |
Temporary Equity, Redemption Price Per Share | 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 | 5 | 5 |
Outstanding, exercise price | $ 5 | $ 5 |
18. Warrants (Details Narrative
18. Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Aug. 17, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrants | 4,166,666 | |
[custom:FairValueAdjustmentOfWarrants1] | $ 257,672 | |
Class Of Warrant Or Righ Three Year Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants | 208,333 | |
Class Of Warrant Or Right Five Year Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants | 624,999 |
Warrants oustanding, exercise p
Warrants oustanding, exercise price (Details Narrative) - $ / shares | 3 Months Ended | ||
Dec. 31, 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 7 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 | 4 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 | 7 months 9 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 3 months 10 days |
Stock option Assumptions (Detai
Stock option Assumptions (Details) | 12 Months Ended |
Dec. 31, 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 | 206.80% |
Expected volatility of underlying stock | 229.80% |
Expected dividend rate | 0.00% |
Stock Option Activity (Details)
Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option Activity | ||
Options outstanding, shares | 2,766,438 | |
Weighted Average exercise price | ||
Options Outstanding, weighted average exercise price | $ 2.92 | |
Share-based Payment Arrangement [Member] | ||
Stock Option Activity | ||
Options outstanding, shares | 1,622,938 | 315,938 |
Granted | 1,193,500 | 1,307,000 |
Forfeited/cancelled | 50,000 | |
Exercised | ||
Expired | ||
Options outstanding, shares | 2,766,438 | 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 | 2.92 | $ 2.11 |
Options Outstanding, weighted average exercise price | $ 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 | $ 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 |
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 | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,766,438 | 2,766,438 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years 10 months 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 856,222 | 856,222 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.92 | $ 2.92 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | 2.49 | 2.49 |
Exercise Price 1. 84 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 1.84 | $ 1.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 648,000 | 648,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years 8 months 23 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 162,000 | 162,000 |
Exercise Price 2. 03 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 2.03 | $ 2.03 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 659,000 | 659,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 359.1673 | 359.1673 |
Exercise Price 2. 72 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 2.72 | $ 2.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 6 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 25,000 | 25,000 |
Exercise Price 2. 80 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 2.80 | $ 2.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 220,625 | 220,625 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 8 months 23 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 124,284 | 124,284 |
Exercise Price 2. 96 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 2.96 | $ 2.96 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 70,313 | 70,313 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 6 months 7 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 70,313 | 70,313 |
Exercise Price 3. 43 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 3.43 | $ 3.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 11 months 19 days | |
Exercise Price 4. 03 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 4.03 | $ 4.03 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,020,000 | 1,020,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 6 months 3 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 103,333 | 103,333 |
Exercise Price 4. 07 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 4.07 | $ 4.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 6 months 14 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 0 |
Exercise Price 4. 20 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 4.20 | $ 4.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 4 months 2 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 0 |
Exercise Price 5. 10 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share Price | $ / shares | $ 5.10 | $ 5.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 48,500 | 48,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 9 years 8 months 15 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 12,125 | 12,125 |
19. Stock Options (Details Narr
19. Stock Options (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Options available | 1,150,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,910,216 | |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 5,585,571 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,493,536 | |
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 | 2,766,438 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 492,466 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,741,046 |
Revenues (Details)
Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Handle (Turnover) | $ 841,860,837 | $ 574,258,395 |
Total Winnings/Payouts | 784,694,829 | 530,262,040 |
Gross Gaming Revenues | 57,166,008 | 43,996,355 |
Less: ADM Gaming Taxes | 12,657,930 | 6,874,752 |
Net Gaming Revenues | 44,508,078 | 37,121,603 |
Betting platform software and services | 1,038,713 | 144,764 |
Revenues | 45,546,791 | 37,266,367 |
Winnings web-based | ||
Total Handle (Turnover) | 826,789,619 | 505,369,803 |
Total Winnings/Payouts | 771,852,252 | 473,794,175 |
Winnings land-based | ||
Total Handle (Turnover) | 15,071,218 | 68,888,592 |
Total Winnings/Payouts | $ 12,842,577 | $ 56,467,865 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Options | 2,766,438 | 1,622,938 |
Warrants | 546,336 | 2,053,145 |
Convertible debentures | 10,796 | |
3,312,774 | 3,686,879 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. Statutory rate | $ 3,224,547 | $ 1,896,305 |
Items not allowed for tax purposes | 1,705,372 | 2,113,651 |
Foreign tax rate differential | (2,367) | (90,772) |
Additional foreign taxation | 27,495 | (36,939) |
Withholding tax on dividends | (162,112) | |
Prior year over provision | 125,887 | |
Movement in valuation allowances | (1,379,714) | (323,114) |
Other differences | (76,361) | |
Income tax benefit (expense) | $ 290,476 | $ (906,644) |
Income Taxes - Benefit (Provisi
Income Taxes - Benefit (Provision) Income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 94,041 | $ (837,973) |
Withholding tax | 162,112 | |
Deferred | $ 196,434 | $ 93,441 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Working capital movements | $ 247,563 | $ 693,465 |
Property and equipment | 6,925 | |
Net loss carryforward - Foreign | 443,100 | 135,568 |
Net loss carryforward - US | 5,815,807 | 3,752,678 |
6,506,470 | 4,588,636 | |
Less valuation allowance | (6,506,470) | (4,588,636) |
Intangible assets | (3,291,978) | (1,222,514) |
Deferred Tax Liability | $ (3,291,978) | $ (1,222,514) |
22. Income Taxes (Details Narra
22. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Italy corporate tax rate | 27.90% | |
Austrian corporate tax rate | 25.00% | |
Canadian corporate tax rate | 26.50% | |
Colombia corporate tax rate | 31.00% | |
U.S. statutory rate | 21.00% | |
Net operating loss carryforward | $ 27,700,000 | |
Net operating loss carryforward adjustments on prior year | 2,300,000 | |
Net operating loss to expire | $ 11,100,000 | |
Tax Credit Carryforward, Amount | $ 16,600,000 | |
Net loss carryforward for US Entities | $ 500,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net Gaming Revenue | $ 44,508,078 | $ 37,121,603 |
Betting platform and other services revenue | 1,038,713 | 144,764 |
Intercompany Service revenue | ||
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | 36,274,752 | 26,109,221 |
General and administrative expenses | 18,817,959 | 13,789,391 |
Impairment of license | 17,350,628 | 4,900,000 |
Loss from operations | (26,896,548) | (7,532,245) |
Other (expense) income | ||
Interest expense, net | (20,985) | (328,663) |
Amortization of debt discount | (12,833) | (818,182) |
Change in fair value of contingent purchase consideration | 11,857,558 | |
Other income | 227,788 | 165,375 |
Other expense | (49,967) | (86,933) |
Loss on extinguishment of convertible debt | (719,390) | |
Gain on marketable securities | (460,000) | 290,000 |
Total other (expenses) income | 11,541,561 | (1,497,793) |
Loss before Income Taxes | (15,354,987) | (9,030,038) |
Income tax provision | 290,476 | (906,644) |
Net Loss | (15,064,511) | (9,936,682) |
All other | ||
Segment Reporting Information [Line Items] | ||
Net Gaming Revenue | ||
Betting platform and other services revenue | ||
Intercompany Service revenue | ||
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | ||
General and administrative expenses | 6,334,987 | 4,963,966 |
Impairment of license | ||
Loss from operations | (6,334,987) | (4,963,966) |
Other (expense) income | ||
Interest expense, net | (5,154) | (322,100) |
Amortization of debt discount | (12,833) | (818,182) |
Change in fair value of contingent purchase consideration | ||
Other income | 7,977 | |
Other expense | ||
Loss on extinguishment of convertible debt | (719,390) | |
Gain on marketable securities | (460,000) | 290,000 |
Total other (expenses) income | (470,010) | (1,569,672) |
Loss before Income Taxes | (6,804,997) | (6,533,638) |
Income tax provision | (162,112) | |
Net Loss | (6,804,997) | (6,695,750) |
Betting platform software and services | ||
Segment Reporting Information [Line Items] | ||
Net Gaming Revenue | ||
Betting platform and other services revenue | 886,163 | 144,764 |
Intercompany Service revenue | 4,211,774 | 3,604,523 |
Operating expenses | ||
Intercompany service expense | 321,775 | 84,172 |
Selling expenses | 47,208 | 2,032 |
General and administrative expenses | 5,848,437 | 3,906,439 |
Impairment of license | 12,522,714 | |
Loss from operations | (13,642,197) | (243,356) |
Other (expense) income | ||
Interest expense, net | (4,662) | (71) |
Amortization of debt discount | ||
Change in fair value of contingent purchase consideration | 11,857,558 | |
Other income | 2,560 | 3,903 |
Other expense | (26,262) | (58,176) |
Loss on extinguishment of convertible debt | ||
Gain on marketable securities | ||
Total other (expenses) income | 11,829,194 | (54,344) |
Loss before Income Taxes | (1,813,003) | (297,700) |
Income tax provision | 170,586 | 52,459 |
Net Loss | (1,642,417) | (245,241) |
Adjustments | ||
Segment Reporting Information [Line Items] | ||
Net Gaming Revenue | ||
Betting platform and other services revenue | ||
Intercompany Service revenue | (4,533,549) | (3,688,695) |
Operating expenses | ||
Intercompany service expense | (4,533,549) | (3,688,695) |
Selling expenses | ||
General and administrative expenses | ||
Impairment of license | ||
Loss from operations | ||
Other (expense) income | ||
Interest expense, net | ||
Amortization of debt discount | ||
Change in fair value of contingent purchase consideration | ||
Other income | ||
Other expense | ||
Loss on extinguishment of convertible debt | ||
Gain on marketable securities | ||
Total other (expenses) income | ||
Loss before Income Taxes | ||
Income tax provision | ||
Net Loss | ||
Betting establishments | ||
Segment Reporting Information [Line Items] | ||
Net Gaming Revenue | 44,508,078 | 37,121,603 |
Betting platform and other services revenue | 152,550 | |
Intercompany Service revenue | 321,775 | 84,172 |
Operating expenses | ||
Intercompany service expense | 4,211,774 | 3,604,523 |
Selling expenses | 36,227,544 | 26,107,189 |
General and administrative expenses | 6,634,535 | 4,918,986 |
Impairment of license | 4,827,914 | 4,900,000 |
Loss from operations | (6,919,364) | (2,324,923) |
Other (expense) income | ||
Interest expense, net | (11,169) | (6,492) |
Amortization of debt discount | ||
Change in fair value of contingent purchase consideration | ||
Other income | 217,251 | 161,472 |
Other expense | (23,705) | (28,757) |
Loss on extinguishment of convertible debt | ||
Gain on marketable securities | ||
Total other (expenses) income | 182,377 | 126,223 |
Loss before Income Taxes | (6,736,987) | (2,198,700) |
Income tax provision | 119,890 | (796,991) |
Net Loss | $ (6,617,097) | $ (2,995,691) |
Segment reporting_ Operating as
Segment reporting: Operating assets and liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Payments for Purchase of Other Assets | $ 717,080 | $ 291,501 |
Assets | ||
Current assets | 11,383,485 | 21,193,666 |
Non-Current assets | 33,195,356 | 14,664,313 |
Liabilities | ||
Current liabilities | (9,827,179) | (13,314,035) |
Non-Current liabilities | (17,010,145) | (2,387,591) |
Intercompany balances | ||
Net asset position | 17,741,517 | 20,156,353 |
All other | ||
Segment Reporting Information [Line Items] | ||
Payments for Purchase of Other Assets | 43,552 | 1,703 |
Assets | ||
Current assets | 1,443,280 | 9,796,140 |
Non-Current assets | 11,374 | 938,440 |
Liabilities | ||
Current liabilities | (1,564,234) | (4,427,053) |
Non-Current liabilities | (31,362) | |
Intercompany balances | (2,682,094) | (4,641,879) |
Net asset position | (2,791,674) | 1,634,286 |
Betting platform software and services | ||
Segment Reporting Information [Line Items] | ||
Payments for Purchase of Other Assets | 538,256 | 117,703 |
Assets | ||
Current assets | 1,291,700 | 430,625 |
Non-Current assets | 31,203,882 | 6,250,418 |
Liabilities | ||
Current liabilities | (652,368) | (648,881) |
Non-Current liabilities | (16,342,274) | (1,225,477) |
Intercompany balances | (1,677,692) | 382,598 |
Net asset position | 13,823,248 | 5,189,283 |
Betting establishments | ||
Segment Reporting Information [Line Items] | ||
Payments for Purchase of Other Assets | 135,272 | 172,095 |
Assets | ||
Current assets | 8,648,505 | 10,966,901 |
Non-Current assets | 1,980,100 | 7,475,455 |
Liabilities | ||
Current liabilities | (7,610,577) | (8,238,101) |
Non-Current liabilities | (667,871) | (1,130,752) |
Intercompany balances | 4,359,786 | 4,259,281 |
Net asset position | $ 6,709,943 | $ 13,332,784 |
24. Subsequent Events (Details
24. Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Mar. 28, 2022 | Mar. 18, 2022 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,150,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 147,710 | ||
Sale of Stock, Consideration Received on Transaction | $ 331,520 | ||
Payments for Commissions | $ 10,253 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 60,000 | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2.50 | ||
Carlo Reali [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 100,000 | ||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2.50 |