Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2019 | Nov. 18, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ESPORTS ENTERTAINMENT GROUP, INC. | |
Entity Central Index Key | 0001451448 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 88,916,869 | |
Entity File Number | 0-54853 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Current assets | ||
Cash | $ 39,990 | $ 43,412 |
Prepaid expenses and other current assets - related parties | 126,044 | 190,280 |
Prepaid expenses and other current assets | 174,498 | 213,817 |
Total current assets | 340,532 | 447,509 |
Fixed assets | 14,361 | 16,577 |
Intangible assets | 70,632 | 81,226 |
Other non-current assets | 6,833 | 16,480 |
TOTAL ASSETS | 432,358 | 561,792 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 774,058 | 607,448 |
Due to shareholder | 1,551 | 1,551 |
Convertible note | 2,818,605 | 290,720 |
Derivative liabilities | 4,615,214 | 4,655,031 |
Total liabilities | 8,209,428 | 5,554,750 |
Stockholders' equity (deficit) | ||
Common stock $0.001 par value; 500,000,000 shares authorized, 87,988,118 and 87,738,118 shares issued and outstanding as of June 30, 2019 and 2018, respectively | 87,988 | 87,738 |
Additional paid-in capital | 5,128,913 | 4,873,491 |
Equity to be issued | 30,000 | 230,000 |
Accumulated deficit | (13,023,971) | (10,184,187) |
Total stockholders' deficit | (7,777,070) | (4,992,958) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 432,358 | $ 561,792 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 87,988,118 | 87,738,118 |
Common Stock, shares outstanding | 87,988,118 | 87,738,118 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||
General and administrative | $ 692,934 | $ 872,780 |
Total operating expenses | 692,934 | 872,780 |
Operating loss | (692,934) | (872,780) |
Interest expense | (711,895) | (143) |
Net amortization of debt discount and premium on convertible debt | 289,911 | |
Change in fair market value of derivative liabilities | 1,070,716 | |
Loss on extinguishment of debt | (2,795,582) | |
Loss before income taxes | (2,839,784) | (872,923) |
Income tax expense | ||
Net loss | $ (2,839,784) | $ (872,923) |
Basic and diluted loss per common share | $ (0.03) | $ (0.01) |
Weighed average number of common shares outstanding, basic and diluted | 87,941,922 | 85,519,585 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Equity to be Issued | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2018 | $ 83,581 | $ 3,606,257 | $ 379,102 | $ (3,802,822) | $ 266,118 |
Beginning Balance, shares at Jun. 30, 2018 | 83,581,259 | ||||
Common stock issued for services | $ 165 | 139,335 | (127,500) | 12,000 | |
Common stock issued for services, shares | 165,000 | ||||
Common stock issued for cash, net of costs | $ 207 | 30,793 | (31,000) | ||
Common stock issued for cash, net of costs, shares | 206,667 | ||||
Warrants exercised for cash | $ 2,927 | 466,072 | (220,602) | 248,397 | |
Warrants exercised for cash, shares | 2,926,667 | ||||
Issuance of stock options | 126,829 | 126,829 | |||
Equity to be issued | 62,000 | 62,000 | |||
Net loss for the period | (872,923) | (872,923) | |||
Ending Balance at Sep. 30, 2018 | $ 86,880 | 4,369,286 | 62,000 | (4,675,745) | (157,579) |
Ending Balance, shares at Sep. 30, 2018 | 86,879,593 | ||||
Beginning Balance at Jun. 30, 2019 | $ 87,738 | 4,873,491 | 230,000 | (10,184,187) | (4,992,958) |
Beginning Balance, shares at Jun. 30, 2019 | 87,738,118 | ||||
Common stock and warrants issued for services | $ 250 | 199,750 | (200,000) | ||
Common stock and warrants issued for services, shares | 250,000 | ||||
Stock based compensation for options issued to employees | 55,672 | 55,672 | |||
Net loss for the period | (2,839,784) | (2,839,784) | |||
Ending Balance at Sep. 30, 2019 | $ 87,988 | $ 5,128,913 | $ 30,000 | $ (13,023,971) | $ (7,777,070) |
Ending Balance, shares at Sep. 30, 2019 | 87,988,118 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (2,839,784) | $ (872,923) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 153,241 | 126,829 |
Amortization and depreciation | 12,810 | 12,821 |
Net amortization of debt discount and premium on convertible debt | (289,911) | |
Change in the fair market value of derivative liabilities | (1,070,716) | |
Loss on extinguishment of debt | 2,795,582 | |
Non-cash interest expense | 613,113 | |
Stock issuance | 74,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (740) | |
Prepaid expenses | 15,633 | 226,172 |
Accounts payable and accrued expenses | 166,610 | 124,039 |
Net cash used in operating activities | (443,422) | (309,802) |
Cash flows from investing activities: | ||
Rent security deposit | (16,480) | |
Purchase of equipment | (1,652) | |
Net cash used in investing activities | (18,132) | |
Cash flows from financing activities: | ||
Proceeds from promissory convertible note | 475,000 | 50,000 |
Deferred financing costs | (35,000) | (50,000) |
Proceeds from exercise of warrants | 248,397 | |
Net cash provided by financing activities | 440,000 | 248,397 |
Net decrease in cash | (3,422) | (79,537) |
Cash, beginning of period | 43,412 | 100,167 |
Cash, end of period | 39,990 | 20,630 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
Extinguishment of derivative liability associated with extinguishment of convertible notes | 1,426,323 | |
Extinguishment of debt discount associated with extinguishment of convertible notes | 1,909,280 | |
Debt discount and derivative associated with amended and restated note | 1,367,896 | |
Increase in principal amount of convertible debt associated with amended and restated note | 660,000 | |
Derivative liability associated with convertible notes entered into | 1,354,301 | |
Debt discount associated with notes entered into | $ 522,500 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Sep. 30, 2019 | |
Nature of Operations [Abstract] | |
Nature of Operations | Note 1 – Nature of Operations Esports Entertainment Group, Inc. (formerly VGambling Inc.) (the “Company”) was incorporated in the state of Nevada on July 22, 2008. On April 18, 2017, the majority of the shareholders of the Company’s common stock voted to approve a change of the name of the Company from VGambling, Inc. to Esports Entertainment Group, Inc. The Company operates a licensed online gambling platform focused purely on the esports industry. Utilizing our peer-to-peer wagering system, we offer real money betting exchange style wagering on esports events from around the world in a secure environment. A betting exchange allows players to bet against one another rather than a bookmaker. Players can offer odds to, or request odds from, other players who wish to wager. Where traditional bookmakers risk going head-to-head with gamblers on markets, a betting exchange takes on no risk on the particular outcome of an event. Instead, a betting exchange provides the platform for its customers to match bets against one another and takes a small commission on winnings. Betting exchanges are becoming an increasingly integral part of the global gambling landscape, in many cases enabling customers to obtain better odds, more transparency and an experience that feels intuitively fairer. We believe that we are currently the only online gambling company focused on esports to offer bet exchange style wagering or player versus player (“PvP”) betting, on professional esports events. Further, the platform also facilitates gambling through “pool betting” whereby a group of people, be it a fan base of a team or a player or a group of friends and family, can pay a fixed price into a “pool” and then make a selection on an outcome, related to a tournament or game in esport. After the event has finished, those that selected the winner get an equal share of the pool. At the current time, under our existing Curacao license, we are able to accept wagers from residents of over 149 jurisdictions including Canada, Japan, Germany and South Africa. The Company does not accept wagers from United States residents at this time. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | Note 2 – Basis of Presentation and Going Concern The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has incurred recurring losses and additional future losses are anticipated as the Company has not yet been able to generate revenue. The Company’s activities are subject to significant risks and uncertainties, including failing to obtain the licenses required to operate its gambling business, failing to secure the additional funding required to fully operationalize the Company’s business, and the risk of existing or future competitors offering similar or more advanced technology. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2019, the Company had an accumulated deficit of $13,023,971 and a working capital deficiency of $7,868,896. The Company has not generated any revenues during the three months ended September 30, 2019 and 2018. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s evaluations are based on relevant conditions and events that are known and reasonably to be knowable as of November 19, 2019. Based on the following, management believes that it is probable that management will be unable to meet its obligations as they come due within one year that the financial statements are issued. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2019. The consolidated balance sheet as of June 30, 2019 was derived from the audited consolidated financial statements as of and for the year ended. The consolidated statements include the accounts of the Company and its wholly owned subsidiaries Esports Services Antigua Ltd., Vie Esports Services B.V., Esports Services (Malta) Limited and Esports Entertainment (Malta) Ltd. All material intercompany transactions and balances have been eliminated on consolidation. Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. Income (Loss) Per Share Basic income (loss) per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods when the Company has income, the Company calculates basic earnings per share using the two-class method, if required, pursuant to ASC 260 Earnings Per Share. The two-class method was required effective with the issuance of convertible preferred stock in the past because this class of stock qualified as a participating security, giving the holder the right to receive dividends should dividends be declared on common stock. Under the two-class method, earnings for a period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three months ended September 30, 2019 and 2018 because their inclusion would have been antidilutive. As of September 30, 2019 2018 Common stock equivalents: Common stock options 779,120 819,120 Warrants issued with notes and placement agent warrants 12,065,846 6,815,004 Convertible notes 5,637,500 - Equity to be issued 40,000 100,000 Totals 18,522,466 7,734,124 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. In February 2016, the FASB issued Accounting Standards Codification (ASC) 842, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective July 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted all practical expedients and elected the following accounting policies related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of twelve months or less; and ● The option to not separate lease and non-lease components for equipment leases. The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. Adoption of this standard did not result in the recognition of operating lease right-of-use assets or liability as of July 1, 2019. The Company's accounting for finance leases remained substantially unchanged. The standard did not materially impact operating results or liquidity. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share- based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The guidance was adopted effective July 1, 2019, and the adoption of this ASU did not have a material effect on its consolidated financial statements. In July 2017 the FASB issued ASU 2017-11, "Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and The following are new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40). This ASU addresses customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance to determine the impact it may have on the Company's financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The ASU eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU adds new disclosure requirements for Level 3 measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. The Company is evaluating the effect of adopting this new accounting guidance to determine the impact it may have on the Company's financial statements. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Fixed assets as of September 30, 2019 and June 30, 2019 consists the following: September 30, June 30, Computer equipment $ 14,450 $ 14,450 Furniture and equipment 20,241 20,241 Total 34,691 34,691 Accumulated depreciation (20,330 ) (18,114 ) Net carrying value $ 14,361 $ 16,577 During the three months ended September 30, 2019 and 2018, the Company recorded total depreciation expense of $2,216 and $2,228, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Intangible assets as of September 30, 2019 and June 30, 2019 consists the following: September 30, June 30, Online gaming website $ 127,133 $ 127,133 Accumulated amortization (56,501 ) (45,907 ) Net carrying value $ 70,632 $ 81,226 During the three months ended September 30, 2019 and 2018, the Company recorded total amortization expense of $10,594 and $10,593, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 6. Related Party Transactions The Company entered into transactions and owes balances related to cash to officers and directors. a) The Company currently leases office space from the Chief Executive Officer of the Company, Grant Johnson. During the three months ended September 30, 2019 and 2018, the Company incurred rent of $1,200 for both periods, charged by its Chief Executive Officer. As of September 30, 2019 and 2018, the Company owed $1,200 and $2,751, respectively, to its Chief Executive Officer related to rent payments. b) The Company provides an expense advance to David Watt, a Director of the Company. For the three months ended September 30, 2019 and 2018, the Company had provided an expense advance of $0 and $1,055, respectively, to Mr. Watt. As of September 30, 2019 and June 30, 2018, the Company included in prepaid expenses and other current assets – related party $16,050 for both periods related to David Watt’s expense advance. c) During the three months ended September 30, 2019 and 2018, Swiss Interactive Software GmbH (“Swiss”) charged the Company software consulting fees of $20,505 and $0, respectively, related to the development of the Company’s online gaming website. Mr. Rozum is the controlling shareholder of Swiss and a was director and the CTO of the Company until his resignation on September 19, 2019. As of September 30, 2019 and June 30, 2019, the Company owed $36,650 and $93,265, respectively to Swiss. d) During the three months ended September 30, 2019 and 2018, Ardmore Software SP.Z.O.O. (“Ardmore”) charged the Company IT consulting fees of $0 and $56,223, respectively and rent expense, totaling $0 and $17,277, respectively. Mr. Rozum is the controlling shareholder of Ardmore and was director and the CTO of the Company until his resignation on September 19, 2019. As of September 30, 2019 and June 30, 2018, the Company owed $9,230 for both periods to Ardmore. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and contingencies Swiss Interactive – Related Party On April 7, 2019, the Company entered into a software transfer agreement with Swiss Interactive for the purchase of the Licensed Software for consideration of $1,700,000, the consummation of which is contingent upon either the Company's completion of a (i) any private placement offerings or registered public offerings pursuant to which the Company received proceeds in excess of $6,000,000 or (ii) any private or public offerings in connection with the listing of the Company's securities on a national securities exchange ("Qualified Offering"). If the Company does not complete a Qualified Offering within six months of the execution date of the transfer agreement, such agreement becomes void and the Company and Swiss Interactive are required to continue to abide by the terms of the existing agreement on the Licensed Software. As of October 7, 2019, the Company has not completed a Qualified Financing and the Company and Swiss Interactive continues to abide by the terms of the existing agreement on the Licensed Software. Consultant Agreements On June 12, 2014, the Company entered into a Betting Gaming Platform Software Agreement with Swiss Interactive Software GmbH. The monthly fees due under the agreement are based on the percentage of total revenues per month ranging from 5.0% to 10.0%. Monthly fees for platform support and maintenance services are set at a minimum of 2,500 Euros ($2,859) and a maximum of 25,000 Euros ($28,595). The Company must provide 30 days' notice to terminate the agreement. On August 1, 2017, the Company entered into a consulting agreement with a consultant for compensation of $48,000 per year. If the Company's generates revenues exceeding $1,000,000 per month for three consecutive months the base annual salary will increase to $72,000 per year. On July 13, 2018, the Company entered into an agreement in principle with J. Gunnar & Co., a third party, to assist the Company with an offering of common stock of the Company or any other financing. Pursuant to this agreement, the Company advanced $50,000 for expenses which has been included in prepaid expenses as a deferred financing cost as of September 30, 2019 and June 30, 2018. In the event the agreement is terminated, the Company has agreed to reimburse the third party for the full amount of accountable expenses incurred to such date, up to a maximum of $200,000. This agreement is subject to execution of a definitive underwriting agreement. Contingencies Boustead Securities, LLC ("Boustead") has notified the Company that it owes Boustead $192,664, as well as warrants to purchase 1,417,909 shares of common stock of the Company, as compensation for their acting as the placement agent for the sale of Company securities between June 2017 and 2018. Unless this matter is settled, Boustead has notified us that they plan to file an arbitration claim to resolve this dispute. Management believes this claim to be without merit as it is management's position that Boustead has been paid in full for the services provided and that no further cash or warrants are owed. The JAMS arbitration is scheduled for the end of January 2020. The Company was notified that a claim was made against the Company for approximately $117,000, as compensation for financing commissions in 2017. It is our position that we have paid Boustead in full for the services it provided to us. We have denied that we owe Boustead any additional cash or warrants and have filed motions to dismiss these claims as well as filed counterclaims against Boustead. We plan to continue to vigorously defend the Company against these claims. On December 19, 2018, Mr. Bryan Whatley, filed the first amended complaint against the Company (the "Defendant") in the United States District Court in the District of Nevada for breach of contract in connection with its acting as a finder to assist the Company in finding potential investors. In their complaint, they sought damages in excess of $85,000 plus warrants to purchase shares of the Company's common stock. The Company filed an answer to the first amended complaint denying the existence of a contract between the Company and Mr. Whatley, among other things. Management believes this claim to be without merit as it is management's position that there was no contract. We plan to continue to vigorously defend the Company against this claim. The deadline for Mr. Whatley to respond to the Company's answer was April 12, 2019, and no such response was filed. On April 23, 2019, the Company filed a motion to dismiss with the United States District Court of the State of Nevada. On August 27, 2019, an order that the Defendant's motion to dismiss was granted. |
Convertible Debt
Convertible Debt | 3 Months Ended |
Sep. 30, 2019 | |
Convertible Debt [Abstract] | |
Convertible Debt | Note 8 – Convertible Debt $2,200,000 Secured Convertible Note On November 13, 2018 (the "November 13, 2018 Offering"), the Company issued face value $2,200,000 5% Senior Convertible Notes issued at a 10% original issue discount along with 3,666,666 warrants for net proceeds of $2,000,000 (the "Notes"). Cash fees paid for financing costs were $336,193. The Notes are secured by all of our assets and accrues interest at 5% per annum, payable in cash at maturity. However, the principal amount may be converted at the option of the holder at any time during the term to maturity into shares of our common stock at a conversion price of $0.60 per share subject to adjustment for capital reorganization events and subsequent sales by the Company of shares of its common stock at a price per share below $0.60. The Notes also contain certain traditional default provisions that are linked to credit or interest risks, such as bankruptcy proceedings, liquidation events and corporate existence. The Company has concluded that the Notes contain an embedded conversion option that is indexed to the Company's stock which contain an optional cash settlement feature. Therefore, the embedded conversion option is subject to classification in the Company's financial statement in liabilities at fair value both at inception and subsequently pursuant to ASC 815. In connection with the issuance of the Note, the Company issued the holders warrants to purchase our common stock. The warrant is exercisable until November 13, 2021 for 3,666,666 of shares at a purchase price of $0.75 per share subject to adjustment for capital reorganization events and subsequent sales by the Company of shares of its common stock at a price per share below $0.75. The Company has concluded that the Warrants contain an optional cash settlement feature. Therefore, the Warrants are subject to classification in the Company's financial statement in liabilities at fair value both at inception and subsequently pursuant to ASC 815. Additionally, the Company issued its placement agents warrants to purchase its common stock. The warrant is exercisable until December 12, 2023 for 733,333 of shares at a purchase price of $0.75 per share subject to adjustment for capital reorganization events and subsequent sales by the Company of shares of its common stock at a price per share below $0.75. The Company has concluded that the Warrants contain an optional cash settlement feature. Therefore, the Warrants are subject to classification in the Company's financial statement in liabilities at fair value both at inception and subsequently pursuant to ASC 815. On July 17, 2019, the Company and the investors (the "Investors") in its November 13, 2018 Offering entered into Waiver Agreements (the "Waiver Agreements"). Pursuant to the terms of the Waiver Agreement, the Investors waived the exercise of remedies with regard to certain breaches of agreements and any an all events of defaults between the Company and the Investors, including the Notes, Warrants, and Securities Purchase Agreements (the "Transaction Documents"). In consideration for the Investors entrance into the Waiver Agreements, the Company increased the principal amount of each Note issued in the November 13, 2018 Offering by 30%, in the form of an Amended and Restated Senior Secured Convertible Promissory Note (the "Amended and Restated Note"). Additionally, for its role as lead investor, facilitator and negotiating the terms of the Waiver Agreement, the Company issued to Cavalry Fund I LP warrants to purchase 50,000 shares of Common Stock exercisable on or after October 1, 2019 for a term of three (3) years from such date at an exercise price of $0.75 per share (the "Cavalry Warrant"). On November 19, 2019, the Company and the Investors in its November 13, 2018 Offering have agreed to or entered into subsequent Waiver Agreements (the "November Waiver Agreements"). Pursuant to the terms of the November Waiver Agreement, the Investors agreed to waive the exercise of remedies with regard to any and all events of default between the Company and the Investors, in connection with the Transaction Documents and agreed to extend the maturity of their Notes until February 14, 2020. Certain of the November Waiver Agreements are subject to continuing discussions regarding partial repayment. In consideration for the Investors entrance into the Waiver Agreements, the Company has agreed to issue to each Investor an additional Warrant (the "Additional Warrant") to purchase such number of shares of the Company's Common Stock equal to 5% of the Warrant Shares initially issuable to such Investor under the Warrant issued to such Investor in the November 13, 2018 Offering, as amended. The Additional Warrant shall have an exercise price of $0.75 per share and shall be in form substantially the same as the Warrants issued in the November 13, 2018 Offering, provided that no cashless provision, ratchet provision or piggyback registration provisions shall be contained in the Additional Warrants. Debt Extinguishment Accounting The Company evaluated the debt modification for the Amended and Restated Note in accordance with ASC 470-50 and concluded that the debt qualified for debt extinguishment as the 10% cash flow test was met. As a result, the $2,200,000 Secured Convertible Note was written off and the Amended and Restated Note was recorded at fair value as of July 17, 2019. The Company wrote off the remaining principal balance of $2,200,000 and recorded the Amended and Restated Note at fair market value in the amount of $4,476,412. Of the $4,476,412 fair market value, $2,860,000 represents the face amount of the Amended and Restated Note and $1,616,412 represents the deemed premium paid for the Amended and Restated Note which was recorded as additional debt principal to be amortized over the remaining life of the Amended and Restated Note. For the three months ended September 30, 2019, the Company recorded a reduction to amortization expense in the amount of $1,115,972 for the amortization of the deemed premium and a loss on extinguishment of debt in the amount of $2,795,582. Private Placement Offerings On August 14, 2019 and August 29, 2019, the Company consummated the initial closings ("Initial Closings") of a private placement offering (the "Offerings") whereby the Company entered into those certain securities purchase agreement (the "August 2019 Purchase Agreements") with seven (7) accredited investors (the "August Investors"). Pursuant to the August 2019 Purchase Agreements, the Company issued the August Investors those certain convertible promissory notes (the "August Convertible Promissory Notes") in the aggregate principal amount of $522,500 (including a 10% original issue discount) and warrants (the "August Investor Warrants") to purchase 870,834 shares of the Company's common stock for aggregate gross proceeds of $475,000. The August Convertible Promissory Notes accrue interest at a rate of 5% per annum and are initially convertible into shares of the Company's common stock at a conversion price of $0.60 per share, subject to adjustment (the "Conversion Price"). The August Convertible Promissory Notes contain a mandatory conversion mechanism whereby unpaid principal and accrued interest on the August Convertible Promissory Notes, upon the closing of a Qualified Offering (as defined therein) converts into shares of the Company's Common Stock at the lower of (i) the Conversion Price and (ii) 80% of the offering price in the Qualified Offering. The August Convertible Promissory Notes contain customary events of default (each an "Event of Default") and mature on August 14, 2020 and August 29, 2020. If an Event of Default occurs, the outstanding principal amount of the August Convertible Promissory Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the August Convertible Promissory Notes will become, at the holder's election, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means the sum of 130% of the outstanding principal amount of the August Convertible Promissory Notes plus accrued and unpaid interest, including default interest of 18% per year, and all other amounts, costs, expenses and liquidated damages due in respect of the August Convertible Promissory Notes. Pursuant to the August 2019 Purchase Agreements, each August Investor was entitled to 100% warrant coverage, such that August Investor received the same number of August Investor Warrants to purchase shares of Common Stock as is the number of shares of Common Stock initially issuable upon conversion of its August Convertible Promissory Note as of the date of issuance. The August Investor Warrants are exercisable at a price of $0.75 per share, subject to adjustment from the date of issuance through August 14, 2022 and August 29, 2019. Joseph Gunnar & Co., LLC (the "Placement Agent") acted as placement agent for the Offering and received cash compensation of $35,000 and warrants to purchase 128,334 shares of the Company's common stock, at an initial exercise price of $0.75 per share, subject to adjustment ("Agent Warrants"). The Agent Warrants may be exercised on a "cashless" basis and expire in August 14, 2024 and August 29, 2014. Accounting for the Amended and Restated Notes and Convertible Promissory Notes The Company evaluated the terms and conditions of the Amended and Restated Notes and Convertible Promissory Notes issued in the private placement offerings under the guidance of ASC 815. Because the economic characteristics and risks of the equity-linked conversion options are clearly and closely related to a debt-type host and the conversion features contain an optional cash settlement, the conversion features require classification and measurement as derivative financial instruments. Further, these features individually were not afforded the exemption normally available to derivatives indexed to a company's own stock. Accordingly, our evaluation resulted in the conclusion that this compound derivative financial instrument requires bifurcation and liability classification, at fair value. The compound derivative financial instrument consists of an embedded conversion feature. Current standards contemplate that the classification of financial instruments requires evaluation at each report date. The following tables reflect the allocation of the purchase on the financing dates: Secured Convertible Notes Face Value September 30, 2019 June 30, 2019 Face value of Amended and Restated Note, including net deemed premium of $500,440 and $0, respectively $ 3,360,440 $ 2,200,000 Face value of Convertible Promissory Notes 522,500 - Total face value 3,882,940 2,200,000 Aggregate debt discount (1,064,335 ) (1,919,280 ) Carrying value $ 2,818,605 $ 290,720 The carrying value of the aggregate secured convertible notes at September 30, 2019 and June 30, 2019 was $2,818,605 and $290,720, respectively. Discounts and premiums on the convertible notes arise from (i) the allocation of basis to other instruments issued in the transaction, (ii) fees paid directly to the creditor and (iii) initial recognition at fair value, which is greater than face value. Discounts and premiums are amortized through charges to and reductions to amortization of interest expense using the effective interest rate method over the term of the debt agreement. Amortization of debt discounts amounted to $826,061 and amortization of debt premium amounted to $1,115,972, which resulted in income from net amortization in the amount of $289,911 during the three months ended September 30, 2019. During the three months ended September 30, 2018, the Company recorded no amortization. Derivative Liabilities The carrying value of the compound embedded derivative and warrant derivative liabilities are on the balance sheet, with changes in the carrying value being recorded as a change in fair market value of derivative liabilities on the statements of operations and comprehensive loss. The components of the compound embedded derivative and warrant derivative liabilities as of September 30, 2019 are as follows: Our financing giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivatives: $3,382,500 face value secured convertible notes 5,637,500 $ 1,944,404 Warrant derivative liabilities (Issued with Notes) 4,537,500 2,310,630 Warrant derivative liabilities (Placement agent Warrants) 911,667 360,180 11,086,667 $ 4,615,214 The components of the compound embedded derivative and warrant derivative liabilities as of June 30, 2019 are as follows: Our financing giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivatives: $2,200,000 face value secured convertible notes 3,666,667 $ 1,777,363 Warrant derivative liabilities (Issued with Notes) 3,666,667 2,398,057 Warrant derivative liabilities (Placement agent Warrants) 733,333 479,611 8,066,666 $ 4,655,031 Fair Value Considerations GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: Level 1 valuations Level 2 valuations Level 3 valuations Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of September 30, 2019. Amounts at Fair Value Measurement Liabilities Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,944,404 $ - $ - $ 1,944,404 Derivative liability – warrants 2,670,810 - - 2,670,810 Total $ 4,615,214 $ - $ - $ 4,615,214 Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2019. Amounts at Fair Value Measurement Liabilities Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,777,363 $ - $ - $ 1,777,363 Derivative liability – warrants 2,877,668 - - 2,877,668 Total $ 4,655,031 $ - $ - $ 4,655,031 The table below provides a summary of the changes in fair value, including net transfers in and/or out of all financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2019: Amount Balance at June 30, 2019 $ 4,655,031 Change due to extinguishment of debt (1,426,323 ) Change due to acquired amended and restated note 1,723,029 Change due to issuance of warrants 734,193 Change in fair value of derivative liabilities (129,665 ) Change in fair value of warrant liabilities (941,051 ) $ 4,615,214 The fair value of the derivative conversion features and warrant liabilities as of September 30, 2019 were calculated using a Monte-Carlo option model valued with the following assumptions: September 30, Dividend yield 0% Expected volatility 136.3% - 269.6% Risk free interest rate 1.9% - 2.2% Contractual term (in years) 0.12 - 4.20 Conversion/Exercise price $0.60 - $0.75 Changes in the observable input values would likely cause material changes in the fair value of the Company's Level 3 financial instruments. The features embedded in the secured convertible notes and the warrants were valued using a Monte Carlo based valuation model. The Monte Carlo valuation technique was utilized because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) that are necessary to fair value these instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, the Company projects and discounts future cash flows applying probability-weighted to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company's common stock. Because derivative financial instruments are initially and subsequently carried at fair values, the Company's income will reflect the volatility in these estimate and assumption changes. |
Common Stock
Common Stock | 3 Months Ended |
Sep. 30, 2019 | |
Common Stock [Abstract] | |
Common Stock | Note 9 – Common Stock Issued Common Stock During the three months ended September 30, 2019, the Company issued 250,000 shares of its common stock related to a consulting agreement dated June 4, 2019. These shares were recorded as equity to be issued at June 30, 2019, and during the three months ended September 30, 2019, the Company recorded $200,000 as a reduction to equity to be issued. As of September 30, 2019, the Company recorded a prepaid expense in the amount of $166,667 related to the value of the common stock granted for future services to be rendered. During the three months ended September 30, 2018, the Company issued 1,660,000 shares of its common stock related to the exercise warrants with a weighed average exercise price of $0.17 per share. During the three months ended September 30, 2018, the Company issued 1,266,667 shares of its common stock related equity to be issued for the exercise of warrants in a previous period with an exercise price of $0.15 per share. The Company recorded these shares as equity to be issued at June 30, 2018 and did not receive any cash proceeds during the three months ended September 30, 2018. For the three months ended September 30, 2018, the Company recorded $220,602 as a reduction in equity to be issued. During the three months ended September 30, 2018, the Company issued 206,667 shares of its common stock related to a subscription agreement entered into in a previous period. The Company recorded these shares as equity to be issued at June 30, 2018 and did not receive any cash proceeds during the three months ended September 30, 2018. For the three months ended September 30, 2018, the Company recorded $31,000 as a reduction in equity to be issued. During the three months ended September 30, 2018, the Company issued 165,000 shares of its common stock related to services received in a previous period. The Company recorded these shares as equity to be issued at June 30, 2018. For the three months ended September 30, 2018, the Company recorded $127,500 as a reduction in equity to be issued and $6,000 as stock based compensation. |
Warrants
Warrants | 3 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 10 – Warrants A summary of the Company's warrant activities is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Intrinsic Value Outstanding, June 30, 2019 10,916,678 $ 0.42 2.09 years $ 2,563,939 Issued 1,049,168 0.75 - - Exercised - - - - Expired (20,000 ) 4.00 - - Outstanding and Exercisable, September 30, 2019 11,945,846 $ 0.41 1.94 years $ 2,681,939 There were no warrants exercised during the three months ended September 30, 2019. The intrinsic value of the warrants exercised during the three months September 30, 2018 was $1,622,800. As at September 30, 2019, the following warrants were outstanding: Expiry Date Number of Warrants Issued and Exercisable Weighted Average Exercise Price December 2019 66,680 $ 0.15 February 2020 350,000 0.15 March 2020 1,336,666 0.15 June 2020 450,000 0.18 July 2020 540,000 0.22 August 2020 900,000 0.25 May 2021 120,000 0.75 November 2021 3,666,666 0.75 March 2022 2,733,333 0.15 August 2022 953,334 0.75 October 2022 50,000 0.75 December 2023 733,333 0.75 August 2024 45,834 0.75 11,945,846 $ 0.41 |
Stock Options
Stock Options | 3 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 11 – Stock Options On August 1, 2017, the Company adopted the 2017 Stock Incentive Plan (the "2017 Plan") whereby incentive stock options issued to employees, officers, and directors of the Company shall not exceed 2,500,000 of which the purchase price of the stock options shall not be less than 100% of the fair market value of the Company's common stock and the period for exercising the stock options not exceed 10 years from the date of grant. The option price per share with respect to each option shall be determined by the committee for non-qualified stock options. A summary of the Company's stock option activity is as follows: Number of Options Weighted Average Exercise Price Outstanding, June 30, 2019 779,120 $ 0.70 Granted - - Exercised - - Cancelled - - Outstanding, September 30, 2019 779,120 $ 0.70 As of September 30, 2019, the following options were outstanding: Expiry Date Number of Options Issued Number of Options Exercisable Weighted Average Exercise Price August 2020 50,000 50,000 $ 0.70 June 2021 200,000 200,000 0.70 August 2023 529,120 529,120 0.70 779,120 779,120 $ 0.70 As of September 30, 2019, the weighted average remaining life of the options was 3.59 years. During the three months ended September 30, 2019 and 2018, the Company recorded stock-based compensation expense of $119,908 and $126,829, respectively, which has been recorded as stock based compensation in the statements of operations. As of September 30, 2019 and 2018, there was $487,736 and $221,123, respectively, of unrecognized expense related to non-vested stock-based compensation arrangements. The following table provides the details of the total stock-based payments expense during the three months ended September 30, 2019 and 2018: June 30, June 30, Employees and directors stock-based payments $ 55,672 $ 126,829 Amortization of prepaid expense 97,569 - Total $ 153,241 $ 126,829 |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2019 | |
Segmented Information [Abstract] | |
Segment Information | Note 12 – Segment Information The following tables summarizes financial information by geographic segment. For the three months ended September 30, 2019: Antigua Malta Curacao U.S. Total Net loss $ 8,875 $ 21,966 $ 28,908 $ 2,780,035 $ 2,839,784 For the three months ended September 30, 2018: Antigua Malta Curacao U.S. Total Net loss $ 112,483 $ 8,641 $ 30,684 $ 721,115 $ 872,923 As of September 30, 2019: Antigua Malta Curacao U.S. Total Assets $ 125,624 $ 35,561 $ 7,095 $ 264,078 $ 432,358 As of June 30, 2019: Antigua Malta Curacao U.S. Total Assets $ 202,546 $ 6,833 $ 7,095 $ 345,318 $ 561,792 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On October 1, 2019, the Company issued 33,333 shares of its common stock in relation to a sponsorship agreement On October 8, 2019, the Company issued 626,693 shares of its common stock upon the exercise of 168,725 warrants upon a cashless exercise. On October 9, 2019, the Company issued 168,725 shares of its common stock upon the exercise of 168,725 warrants upon a cashless exercise. On October 30, 2019, the Company issued 100,000 shares of its common stock in relation to a consulting agreement. On November 19, 2019, the Company and the Investors in its November 13, 2018 Offering have agreed to or entered into subsequent Waiver Agreements (the "November Waiver Agreements"). Pursuant to the terms of the November Waiver Agreement, the Investors agreed to waive the exercise of remedies with regard to any and all events of default between the Company and the Investors, in connection with the Transaction Documents and agreed to extend the maturity of their Notes until February 14, 2020. Certain of the November Waiver Agreements are subject to continuing discussions regarding partial repayment. In consideration for the Investors entrance into the Waiver Agreements, the Company has agreed to issue to each Investor an additional Warrant (the "Additional Warrant") to purchase such number of shares of the Company's Common Stock equal to 5% of the Warrant Shares initially issuable to such Investor under the Warrant issued to such Investor in the November 13, 2018 Offering, as amended. The Additional Warrant shall have an exercise price of $0.75 per share and shall be in form substantially the same as the Warrants issued in the November 13, 2018 Offering, provided that no cashless provision, ratchet provision or piggyback registration provisions shall be contained in the Additional Warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2019. The consolidated balance sheet as of June 30, 2019 was derived from the audited consolidated financial statements as of and for the year ended. The consolidated statements include the accounts of the Company and its wholly owned subsidiaries Esports Services Antigua Ltd., Vie Esports Services B.V., Esports Services (Malta) Limited and Esports Entertainment (Malta) Ltd. All material intercompany transactions and balances have been eliminated on consolidation. Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods when the Company has income, the Company calculates basic earnings per share using the two-class method, if required, pursuant to ASC 260 Earnings Per Share. The two-class method was required effective with the issuance of convertible preferred stock in the past because this class of stock qualified as a participating security, giving the holder the right to receive dividends should dividends be declared on common stock. Under the two-class method, earnings for a period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred stock based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three months ended September 30, 2019 and 2018 because their inclusion would have been antidilutive. As of September 30, 2019 2018 Common stock equivalents: Common stock options 779,120 819,120 Warrants issued with notes and placement agent warrants 12,065,846 6,815,004 Convertible notes 5,637,500 - Equity to be issued 40,000 100,000 Totals 18,522,466 7,734,124 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. In February 2016, the FASB issued Accounting Standards Codification (ASC) 842, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective July 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted all practical expedients and elected the following accounting policies related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of twelve months or less; and ● The option to not separate lease and non-lease components for equipment leases. The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. Adoption of this standard did not result in the recognition of operating lease right-of-use assets or liability as of July 1, 2019. The Company's accounting for finance leases remained substantially unchanged. The standard did not materially impact operating results or liquidity. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share- based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The guidance was adopted effective July 1, 2019, and the adoption of this ASU did not have a material effect on its consolidated financial statements. In July 2017 the FASB issued ASU 2017-11, "Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and The following are new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40). This ASU addresses customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance to determine the impact it may have on the Company's financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The ASU eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU adds new disclosure requirements for Level 3 measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. The Company is evaluating the effect of adopting this new accounting guidance to determine the impact it may have on the Company's financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of weighted average diluted common shares outstanding for antidilutive | As of September 30, 2019 2018 Common stock equivalents: Common stock options 779,120 819,120 Warrants issued with notes and placement agent warrants 12,065,846 6,815,004 Convertible notes 5,637,500 - Equity to be issued 40,000 100,000 Totals 18,522,466 7,734,124 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | September 30, June 30, Computer equipment $ 14,450 $ 14,450 Furniture and equipment 20,241 20,241 Total 34,691 34,691 Accumulated depreciation (20,330 ) (18,114 ) Net carrying value $ 14,361 $ 16,577 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, June 30, Online gaming website $ 127,133 $ 127,133 Accumulated amortization (56,501 ) (45,907 ) Net carrying value $ 70,632 $ 81,226 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Convertible Debt [Abstract] | |
Schedule of allocation purchase of financing dates | Secured Convertible Notes Face Value September 30, 2019 June 30, 2019 Face value of Amended and Restated Note, including net deemed premium of $500,440 and $0, respectively $ 3,360,440 $ 2,200,000 Face value of Convertible Promissory Notes 522,500 - Total face value 3,882,940 2,200,000 Aggregate debt discount (1,064,335 ) (1,919,280 ) Carrying value $ 2,818,605 $ 290,720 |
Schedule of embedded derivative and warrant derivative liabilities | The components of the compound embedded derivative and warrant derivative liabilities as of September 30, 2019 are as follows: Our financing giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivatives: $3,382,500 face value secured convertible notes 5,637,500 $ 1,944,404 Warrant derivative liabilities (Issued with Notes) 4,537,500 2,310,630 Warrant derivative liabilities (Placement agent Warrants) 911,667 360,180 11,086,667 $ 4,615,214 The components of the compound embedded derivative and warrant derivative liabilities as of June 30, 2019 are as follows: Our financing giving rise to derivative financial instruments Indexed Shares Fair Values Compound embedded derivatives: $2,200,000 face value secured convertible notes 3,666,667 $ 1,777,363 Warrant derivative liabilities (Issued with Notes) 3,666,667 2,398,057 Warrant derivative liabilities (Placement agent Warrants) 733,333 479,611 8,066,666 $ 4,655,031 |
Schedule of fair Value financial Assets and Liabilities Measured on a Recurring Basis | Amounts at Fair Value Measurement Liabilities Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,944,404 $ - $ - $ 1,944,404 Derivative liability – warrants 2,670,810 - - 2,670,810 Total $ 4,615,214 $ - $ - $ 4,615,214 Amounts at Fair Value Measurement Using Level 3 Liabilities Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 1,777,363 $ - $ - $ 1,777,363 Derivative liability – warrants 2,877,668 - - 2,877,668 Total $ 4,655,031 $ - $ - $ 4,655,031 |
Schedule of fair Value financial liabilities measured at fair value on a recurring basis using significant unobservable | Amount Balance at June 30, 2019 $ 4,655,031 Change due to extinguishment of debt (1,426,323 ) Change due to acquired amended and restated note 1,723,029 Change due to issuance of warrants 734,193 Change in fair value of derivative liabilities (129,665 ) Change in fair value of warrant liabilities (941,051 ) $ 4,615,214 |
Schedule of fair value of the derivative conversion features and warrant liabilities | September 30, Dividend yield 0% Expected volatility 136.3% - 269.6% Risk free interest rate 1.9% - 2.2% Contractual term (in years) 0.12 - 4.20 Conversion/Exercise price $0.60 - $0.75 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Intrinsic Value Outstanding, June 30, 2019 10,916,678 $ 0.42 2.09 years $ 2,563,939 Issued 1,049,168 0.75 - - Exercised - - - - Expired (20,000 ) 4.00 - - Outstanding and Exercisable, September 30, 2019 11,945,846 $ 0.41 1.94 years $ 2,681,939 |
Schedule of warrants outstanding | Expiry Date Number of Warrants Issued and Exercisable Weighted Average Exercise Price December 2019 66,680 $ 0.15 February 2020 350,000 0.15 March 2020 1,336,666 0.15 June 2020 450,000 0.18 July 2020 540,000 0.22 August 2020 900,000 0.25 May 2021 120,000 0.75 November 2021 3,666,666 0.75 March 2022 2,733,333 0.15 August 2022 953,334 0.75 October 2022 50,000 0.75 December 2023 733,333 0.75 August 2024 45,834 0.75 11,945,846 $ 0.41 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Options Weighted Average Exercise Price Outstanding, June 30, 2019 779,120 $ 0.70 Granted - - Exercised - - Cancelled - - Outstanding, September 30, 2019 779,120 $ 0.70 |
Schedule of options outstanding | Expiry Date Number of Options Issued Number of Options Exercisable Weighted Average Exercise Price August 2020 50,000 50,000 $ 0.70 June 2021 200,000 200,000 0.70 August 2023 529,120 529,120 0.70 779,120 779,120 $ 0.70 |
Schedule of stock-based payments expense | June 30, June 30, Employees and directors stock-based payments $ 55,672 $ 126,829 Amortization of prepaid expense 97,569 - Total $ 153,241 $ 126,829 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Convertible Debt [Abstract] | |
Schedule of financial information by geographic segment | Antigua Malta Curacao U.S. Total Net loss $ 8,875 $ 21,966 $ 28,908 $ 2,780,035 $ 2,839,784 For the three months ended September 30, 2018: Antigua Malta Curacao U.S. Total Net loss $ 112,483 $ 8,641 $ 30,684 $ 721,115 $ 872,923 As of September 30, 2019: Antigua Malta Curacao U.S. Total Assets $ 125,624 $ 35,561 $ 7,095 $ 264,078 $ 432,358 As of June 30, 2019: Antigua Malta Curacao U.S. Total Assets $ 202,546 $ 6,833 $ 7,095 $ 345,318 $ 561,792 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (13,023,971) | $ (10,184,187) |
Working capital deficiency | $ 7,868,896 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Weighted average diluted common shares outstanding for antidilutive | 18,522,466 | 7,734,124 |
Common Stock Options [Member] | ||
Weighted average diluted common shares outstanding for antidilutive | 779,120 | 819,120 |
Warrant [Member] | ||
Weighted average diluted common shares outstanding for antidilutive | 12,065,846 | 6,815,004 |
Convertible Debt Securities [Member] | ||
Weighted average diluted common shares outstanding for antidilutive | 5,637,500 | |
Equity to be issued [Member] | ||
Weighted average diluted common shares outstanding for antidilutive | 40,000 | 100,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Total | $ 34,691 | $ 34,691 |
Accumulated depreciation | (20,330) | (18,114) |
Net carrying value | 14,361 | 16,577 |
Computer equipment [Member] | ||
Total | 14,450 | 14,450 |
Furniture and equipment [Member] | ||
Total | $ 20,241 | $ 20,241 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fixed Assets [Member] | ||
Fixed Assets (Textual) | ||
Depreciation expense | $ 2,216 | $ 2,228 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Accumulated amortization | $ (56,501) | $ (45,907) |
Net carrying value | 70,632 | 81,226 |
Online gaming website [Member] | ||
Total | $ 127,133 | $ 127,133 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Intangible Assets [Member] | ||
Intangible Assets (Textual) | ||
Total amortization expense | $ 10,594 | $ 10,593 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
David Watt [Member] | ||
Related Party Transactions (Textuals) | ||
Related Party Transactions, Description | The Company provides an expense advance to David Watt, a Director of the Company. For the three months ended September 30, 2019 and 2018, the Company had provided an expense advance of $0 and $1,055, respectively, to Mr. Watt. As of September 30, 2019 and June 30, 2018, the Company included in prepaid expenses and other current assets - related party $16,050 for both periods related to David Watt's expense advance. | |
Swiss Interactive Software GmbH [Member] | ||
Related Party Transactions (Textuals) | ||
Related Party Transactions, Description | Swiss Interactive Software GmbH ("Swiss") charged the Company software consulting fees of $20,505 and $0, respectively, related to the development of the Company's online gaming website. Mr. Rozum is the controlling shareholder of Swiss and a was director and the CTO of the Company until his resignation on September 19, 2019. As of September 30, 2019 and June 30, 2019, the Company owed $36,650 and $93,265, respectively to Swiss. | |
Ardmore Software SP.Z.O.O [Member] | ||
Related Party Transactions (Textuals) | ||
Related Party Transactions, Description | The Company IT consulting fees of $0 and $56,223, respectively and rent expense, totaling $0 and $17,277, respectively. Mr. Rozum is the controlling shareholder of Ardmore and a was director and the CTO of the Company until his resignation on September 19, 2019. As of September 30, 2019 and June 30, 2018, the Company owed $9,230 for both periods to Ardmore. | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textuals) | ||
Rent incurred | $ 1,200 | $ 1,200 |
Rent payments | $ 1,200 | $ 2,751 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 07, 2019 | Dec. 19, 2018 | Jul. 13, 2018 | Aug. 03, 2017 | Jun. 12, 2014 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 |
Commitments and Contingencies (Textual) | ||||||||
Swiss interactive related party,Description | (i) any private placement offerings or registered public offerings pursuant to which the Company received proceeds in excess of $6,000,000 or (ii) any private or public offerings in connection with the listing of the Company's securities on a national securities exchange ("Qualified Offering"). If the Company does not complete a Qualified Offering within six months of the execution date of the transfer agreement, such agreement becomes void and the Company and Swiss Interactive are required to continue to abide by the terms of the existing agreement on the Licensed Software. As of October 7, 2019, the Company has not completed a Qualified Financing and the Company and Swiss Interactive continues to abide by the terms of the existing agreement on the Licensed Software. | |||||||
Consideration | $ 1,700,000 | |||||||
Consultant agreements, Description | The Company has agreed to reimburse the third party for the full amount of accountable expenses incurred to such date, up to a maximum of $200,000. | The Company entered into a consulting agreement with a consultant for compensation of $48,000 per year. If the Company's generates revenues exceeding $1,000,000 per month for three consecutive months the base annual salary will increase to $72,000 per year. | Monthly fees due under the agreement are based on the percentage of total revenues per month ranging from 5.0% to 10.0%. Monthly fees for platform support and maintenance services are set at a minimum of 2,500 Euros ($2,859) and a maximum of 25,000 Euros ($28,595). The Company must provide 30 days' notice to terminate the agreement. | |||||
Deferred financing cost | $ 50,000 | $ 50,000 | ||||||
Contingency, Description | Boustead Securities, LLC (“Boustead”) has notified the Company that it owes Boustead $192,664, as well as warrants to purchase 1,417,909 shares of common stock of the Company, as compensation for their acting as the placement agent for the sale of Company securities between June 2017 and 2018. | |||||||
Contingency claim | $ 117,000 | |||||||
Damages in excess | $ 85,000 | |||||||
General and administrative | $ 692,934 | $ 872,780 | ||||||
Minimum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Total revenues , percentage | 5.00% | |||||||
Maximum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Total revenues , percentage | 10.00% |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Convertible Debt Abstract | ||
Face value of Amended and Restated Note, including net deemed premium of $500,440 | $ 3,360,440 | $ 2,200,000 |
Face value of Convertible Promissory Notes | 522,500 | |
Total face value | 3,882,940 | 2,200,000 |
Aggregate debt discount | (1,064,335) | (1,919,280) |
Carrying value | $ 2,818,605 | $ 290,720 |
Convertible Debt (Details 1)
Convertible Debt (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Fair Values [Member] | ||
Compound embedded derivatives: | ||
$4,571,327 face value secured convertible notes | $ 1,944,404 | $ 1,777,363 |
Warrant derivative liabilities (Issued with Notes) | 2,310,630 | 2,398,057 |
Warrant derivative liabilities (Placement agent Warrants) | 360,180 | 479,611 |
Embedded derivatives Total | 4,615,214 | 4,655,031 |
Indexed Shares [Member] | ||
Compound embedded derivatives: | ||
$4,571,327 face value secured convertible notes | 5,637,500 | 3,666,667 |
Warrant derivative liabilities (Issued with Notes) | 4,537,500 | 3,666,667 |
Warrant derivative liabilities (Placement agent Warrants) | 911,667 | 733,333 |
Embedded derivatives Total | $ 11,086,667 | $ 8,066,666 |
Convertible Debt (Details 2)
Convertible Debt (Details 2) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Liabilities | ||
Derivative liability - conversion feature | $ 1,944,404 | $ 1,777,363 |
Derivative liability - warrants | 2,670,810 | 2,877,668 |
Total | 4,615,214 | 4,655,031 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liability - conversion feature | ||
Derivative liability - warrants | ||
Total | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative liability - conversion feature | ||
Derivative liability - warrants | ||
Total | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liability - conversion feature | 1,944,404 | 1,777,363 |
Derivative liability - warrants | 2,670,810 | 2,877,668 |
Total | $ 4,615,214 | $ 4,655,031 |
Convertible Debt (Details 3)
Convertible Debt (Details 3) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Convertible Debt Abstract | ||
Balance at June 30, 2019 | $ 4,655,031 | |
Change due to extinguishment of debt | (1,426,323) | |
Change due to acquired amended and restated note | 1,723,029 | |
Change due to issuance of warrants | 734,193 | |
Change in fair value of derivative liabilities | (129,665) | |
Change in fair value of warrant liabilities | (941,051) | |
Balance | $ 4,615,214 | $ 4,655,031 |
Convertible Debt (Details 4)
Convertible Debt (Details 4) | 3 Months Ended |
Sep. 30, 2019$ / shares | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected volatility | 136.30% |
Risk free interest rate | 1.90% |
Contractual term (in years) | 1 month 13 days |
Conversion/Exercise price | $ 0.60 |
Maximum [Member] | |
Expected volatility | 269.60% |
Risk free interest rate | 2.20% |
Contractual term (in years) | 4 years 2 months 12 days |
Conversion/Exercise price | $ 0.75 |
Convertible Debt (Details Textu
Convertible Debt (Details Textual) - USD ($) | Nov. 13, 2018 | Aug. 31, 2019 | Aug. 31, 2019 | Aug. 14, 2019 | Jul. 17, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Financing Costs | $ (35,000) | $ (50,000) | ||||||||
Fair Value of Placement Agent Warrants | 415,307 | |||||||||
Secured convertible notes | $ 2,200,000 | $ 290,720 | $ 0 | |||||||
Warrants for net proceeds, shares | 3,666,666 | |||||||||
Warrants for net proceeds | $ 2,000,000 | |||||||||
Original issue discount | 10.00% | |||||||||
Conversion price | $ 0.60 | |||||||||
Stock price per share | $ 0.60 | |||||||||
Purchase price of shares | 733,333 | |||||||||
Debt discounts | 336,193 | |||||||||
Fair value of warrants | 415,307 | |||||||||
Amortization debt discounts | $ (289,911) | $ 826,061 | ||||||||
Face value | $ 2,200,000 | |||||||||
Accrues interest | 5.00% | 5.00% | ||||||||
Warrant shares initially issuable | $ 0.41 | $ 0.41 | $ 0.42 | |||||||
Secured convertible note | $ 3,882,940 | $ 3,882,940 | $ 2,200,000 | |||||||
Loss on extinguishment of debt | $ (2,795,582) | |||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Amorization of debt premium | $ (289,911) | |||||||||
Amorization of debt premium | 1,115,972 | $ 1,115,972 | ||||||||
Aggregate secured convertible notes | $ 2,818,605 | $ 2,818,605 | $ 290,720 | |||||||
Joseph Gunnar Co LLC [Member] | ||||||||||
Purchase price of shares | 128,334 | |||||||||
Warrant shares initially issuable | $ 0.75 | $ 0.75 | ||||||||
Cash compensation | $ 35,000 | $ 35,000 | ||||||||
Joseph Gunnar Co LLC [Member] | Minimum [Member] | ||||||||||
Warrant expire date | Aug. 14, 2024 | |||||||||
Joseph Gunnar Co LLC [Member] | Maximum [Member] | ||||||||||
Warrant expire date | Aug. 29, 2014 | |||||||||
AugustI nvestor Warrant [Member] | ||||||||||
Purchase price of shares | 870,834 | |||||||||
Common stock par value | $ 0.001 | |||||||||
Common stock aggregate proceeds | $ 475,000 | |||||||||
Private Placement [Member] | ||||||||||
Original issue discount | 10.00% | |||||||||
Conversion price | $ 0.60 | $ 0.60 | ||||||||
Convertible promissory note | $ 522,500 | |||||||||
Interest rate | 5.00% | 5.00% | ||||||||
Convertible debt, description | (i) the Conversion Price and (ii) 80% of the offering price in the Qualified Offering. The August Convertible Promissory Notes contain customary events of default (each an "Event of Default") and mature on August 14, 2020 and August 29, 2020 | |||||||||
Outstanding principal amount | 130.00% | 130.00% | ||||||||
Accrued interest rate percentage | 18.00% | 18.00% | ||||||||
Private Placement [Member] | Purchase agreement [Member] | ||||||||||
Warrant shares initially issuable | $ 0.75 | $ 0.75 | ||||||||
Warrant coverage | 100.00% | 100.00% | ||||||||
Amended and Restated Note [Member] | ||||||||||
Debt extinguishment | 10.00% | 10.00% | ||||||||
Secured convertible note | $ 2,200,000 | $ 2,200,000 | ||||||||
Amended and Restated debt fair market value | $ 4,476,412 | |||||||||
Fair market value face amount | 2,860,000 | |||||||||
Deemed premium paid | $ 1,616,412 | |||||||||
Amortization expense | 1,115,972 | |||||||||
Loss on extinguishment of debt | $ 2,795,582 | |||||||||
Waiver Agreements [Member] | ||||||||||
Investment company | (i) increased the principal amount of each Note issued in the November 13, 2018 Offering by 30%, in the form of an Amended and Restated Senior Secured Convertible Promissory Note (the "Amended and Restated Note"). Additionally, for its role as lead investor, facilitator and negotiating the terms of the Waiver Agreement, the Company issued to Cavalry Fund I LP warrants to purchase 50,000 shares of Common Stock exercisable on or after October 1, 2019 for a term of three (3) years from such date at an exercise price of $0.75 per share (the "Cavalry Warrant"). | |||||||||
Warrant shares initially issuable | $ 0.75 | |||||||||
Warrant initially issuable | 5.00% | |||||||||
Secured Convertible Note [Member] | ||||||||||
Original issue discount | 5.00% | |||||||||
Stock price per share | $ 0.75 | |||||||||
Purchase price of shares | 3,666,666 | |||||||||
Purchase price | 0.75 |
Common Stock (Details)
Common Stock (Details) - $ / shares | 3 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 04, 2019 | |
Common stock, shares issued | 87,988,118 | 87,738,118 | ||
Exercise price of warrants | $ 0.41 | $ 0.42 | ||
Common Stock [Member] | ||||
Common stock, description | The Company issued 1,660,000 shares of its common stock related to the exercise warrants with a weighed average exercise price of $0.17 per share. | |||
Common Stock [Member] | Equity to be Issued [Member] | ||||
Common stock, shares issued | 1,266,667 | |||
Common stock, description | The Company recorded these shares as equity to be issued at June 30, 2018 and did not receive any cash proceeds during the three months ended September 30, 2018. For the three months ended September 30, 2018, the Company recorded $220,602 as a reduction in equity to be issued. | |||
Exercise price of warrants | $ 0.15 | |||
Common Stock [Member] | Subscription Agreement [Member] | ||||
Common stock, shares issued | 206,667 | |||
Common stock, description | The Company recorded these shares as equity to be issued at June 30, 2018 and did not receive any cash proceeds during the three months ended September 30, 2018. For the three months ended September 30, 2018, the Company recorded $31,000 as a reduction in equity to be issued. | |||
Common Stock [Member] | Consulting Agreement [Member] | ||||
Common stock, shares issued | 250,000 | |||
Common stock, description | The Company recorded $200,000 as a reduction to equity to be issued. As of September 30, 2019, the Company recorded a prepaid expense in the amount of $166,667 related to the value of the common stock granted for future services to be rendered. | |||
Common Stock [Member] | Service [Member] | ||||
Common stock, shares issued | 165,000 | |||
Common stock, description | The Company recorded these shares as equity to be issued at June 30, 2018. For the three months ended September 30, 2018, the Company recorded $127,500 as a reduction in equity to be issued and $6,000 as stock based compensation. |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of warrants, Ending | 11,945,846 |
Weighted-Average Exercise Price,Beginning | $ / shares | $ 0.42 |
Weighted Average Exercise Price, Ending | $ / shares | $ 0.41 |
Warrant [Member] | |
Number of Warrants, Beginning | 10,916,678 |
Number of Warrants, Issued | 1,049,168 |
Number of Warrants, Exercised | |
Number of Warrants, Expired | (20,000) |
Number of warrants, Ending | 11,945,846 |
Weighted-Average Exercise Price,Beginning | $ / shares | $ 0.42 |
Weighted Average Exercise Price, Issued | $ / shares | 0.75 |
Weighted Average Exercise Price,Exercised | $ / shares | |
Weighted Average Exercise Price,Expired | $ / shares | 4 |
Weighted Average Exercise Price, Ending | $ / shares | $ 0.41 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 1 month 2 days |
Weighted Average Remaining Life (Years), Outstanding and Exercisable | 1 year 11 months 8 days |
Intrinsic Value, Outstanding | 2,563,939 |
Intrinsic Value Issued | |
Intrinsic Value, Exercised | |
Intrinsic Value Expired | |
Intrinsic Value Outstanding Exercisable | 2,681,939 |
Warrants (Details 1)
Warrants (Details 1) - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 |
Weighted Average Exercise Price | $ 0.41 | $ 0.42 |
Number of Warrants Issued and Exercisable | 11,945,846 | |
Warrant One [Member] | ||
Weighted Average Exercise Price | $ 0.15 | |
Number of Warrants Issued and Exercisable | 66,680 | |
Expiry Date | Dec. 31, 2019 | |
Warrant Two [Member] | ||
Weighted Average Exercise Price | $ 0.15 | |
Number of Warrants Issued and Exercisable | 350,000 | |
Expiry Date | Feb. 29, 2020 | |
Warrant Three [Member] | ||
Weighted Average Exercise Price | $ 0.15 | |
Number of Warrants Issued and Exercisable | 1,366,666 | |
Expiry Date | Mar. 31, 2020 | |
Warrant Four [Member] | ||
Weighted Average Exercise Price | $ 0.18 | |
Number of Warrants Issued and Exercisable | 450,000 | |
Expiry Date | Jun. 30, 2020 | |
Warrant Five [Member] | ||
Weighted Average Exercise Price | $ 0.22 | |
Number of Warrants Issued and Exercisable | 540,000 | |
Expiry Date | Jul. 31, 2020 | |
Warrant Six [Member] | ||
Weighted Average Exercise Price | $ 0.25 | |
Number of Warrants Issued and Exercisable | 900,000 | |
Expiry Date | Aug. 31, 2020 | |
Warrant Seven [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 120,000 | |
Expiry Date | May 31, 2021 | |
Warrant Eight [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 3,666,666 | |
Expiry Date | Nov. 30, 2021 | |
Warrant Nine [Member] | ||
Weighted Average Exercise Price | $ 0.15 | |
Number of Warrants Issued and Exercisable | 2,733,333 | |
Expiry Date | Mar. 31, 2022 | |
Warrant Ten [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 953,334 | |
Expiry Date | Aug. 31, 2022 | |
Warrant Eleven [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 50,000 | |
Expiry Date | Oct. 30, 2022 | |
Warrant tewelve [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 733,333 | |
Expiry Date | Dec. 31, 2023 | |
Warrant thirteen [Member] | ||
Weighted Average Exercise Price | $ 0.75 | |
Number of Warrants Issued and Exercisable | 45,834 | |
Expiry Date | Aug. 31, 2024 |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Warrants Details Textual Abstract | ||||
Warrants exercised | 3,390,912 | 825,834 | ||
Intrinsic value of warrants exercised | $ 1,461,648 | $ 1,825,730 | $ 622,800 |
Stock Options (Details)
Stock Options (Details) - Equity Option [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | |
Number of options outstanding, Beginning | 779,120 | |
Number of options, Granted | ||
Number of options, Exercised | ||
Number of options outstanding, Ending | 779,120 | |
Weighted average exercise price, Beginning | $ 0.70 | $ 0.70 |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Cancelled | ||
Weighted average exercise price, Ending | $ 0.70 |
Stock Options (Details 1)
Stock Options (Details 1) | 3 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Options Issued | 779,120 |
Number of Options Exercisable | 579,120 |
Weighted Average Exercise Price | $ / shares | $ 0.70 |
August 2020 [Member] | |
Number of Options Issued | 50,000 |
Number of Options Exercisable | 50,000 |
Weighted Average Exercise Price | $ / shares | $ 0.70 |
Expiry Date | Aug. 31, 2020 |
August 2023 [Member] | |
Number of Options Issued | 529,120 |
Number of Options Exercisable | 529,120 |
Weighted Average Exercise Price | $ / shares | $ 70 |
Expiry Date | Aug. 31, 2023 |
June 2021 [Member] | |
Number of Options Issued | 200,000 |
Number of Options Exercisable | 200,000 |
Weighted Average Exercise Price | $ / shares | $ 0.70 |
Expiry Date | Jun. 30, 2021 |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Total | $ 153,241 | $ 126,829 |
Employees and directors stock-based payments [Member] | ||
Total | 55,672 | 126,829 |
Amortization of prepaid expense [Member] | ||
Total | $ 97,569 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | Nov. 13, 2018 | Aug. 02, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Stock Options (Textual) | ||||
Purchase price of stock | 733,333 | |||
Stock based compensation expense | $ 119,908 | $ 126,829 | ||
Weighted average remaining life | 3 years 7 months 2 days | |||
Unrecognized expense | $ 487,736 | $ 221,123 | ||
Employee Stock Option [Member] | ||||
Stock Options (Textual) | ||||
Purchase price of stock | 2,500,000 | |||
Percentage of fair market value | 100.00% | |||
Stock options not exceed | 10 years |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | |
Net loss | $ (2,839,784) | $ (872,923) | |
Assets | 432,358 | $ 561,792 | |
Antigua | |||
Net loss | 8,875 | 112,483 | |
Assets | 125,624 | 202,546 | |
Malta | |||
Net loss | 21,966 | 8,641 | |
Assets | 35,561 | 6,833 | |
Curacao | |||
Net loss | 28,908 | 30,684 | |
Assets | 7,095 | 7,095 | |
U.S. | |||
Net loss | 2,780,035 | $ 721,115 | |
Assets | $ 264,078 | $ 345,318 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 13, 2018$ / shares | Oct. 30, 2019shares | Oct. 09, 2019shares | Oct. 08, 2019shares | Oct. 02, 2019shares |
Warrant [Member] | |||||
Subsequent Events (Textual) | |||||
Intially issuable warrants shares percentage | 0.05 | ||||
Exercisable price | $ / shares | $ 0.75 | ||||
Subsequent Event [Member] | Warrant [Member] | |||||
Subsequent Events (Textual) | |||||
Issunace of common stock shares | 168,725 | 626,693 | |||
Issauance of warrants upon a cashless excercie | 168,725 | 168,725 | |||
Subsequent Event [Member] | Sponsorship Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Issunace of common stock shares | 33,333 | ||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Issunace of common stock shares | 10,000 |