Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-40334 | |
Entity Registrant Name | Esports Technologies, Inc. | |
Entity Central Index Key | 0001829966 | |
Entity Tax Identification Number | 85-3201309 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 197 California Ave. Ste. 302 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89104 | |
City Area Code | (702) | |
Local Phone Number | 481-1779 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | EBET | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,231,333 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash | $ 12,459,191 | $ 0 |
Accounts receivable, net | 0 | 33,839 |
Deferred financing costs | 0 | 50,000 |
Prepaid expenses | 708,148 | 0 |
Other current assets | 26,387 | 0 |
Total current assets | 13,193,726 | 83,839 |
Long term assets: | ||
Software and equipment, net | 86,436 | 0 |
Intangible assets - cryptocurrency | 955 | 44,562 |
Intangible assets - domain names, net | 2,239,606 | 2,239,606 |
Intangible assets - license agreements, net | 1,772,484 | 0 |
Total assets | 17,293,207 | 2,368,007 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 767,066 | 55,760 |
Accounts payable, related party | 0 | 152,888 |
Convertible notes payable, net of discount | 1,086,311 | 0 |
Liabilities to users | 18,824 | 8,809 |
Total current liabilities | 1,872,201 | 217,457 |
Convertible notes payable, net of discount | 0 | 116,667 |
Other long-term liabilities, net of discount | 453,178 | 422,409 |
Total liabilities | 2,325,379 | 756,533 |
Stockholders' equity: | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 0 issued and outstanding | 0 | 0 |
Common stock; $0.001 par value, 100,000,000 shares authorized, 13,111,155 and 7,340,421 shares issued and outstanding as of June 30, 2021, and September 30, 2020, respectively | 13,111 | 7,340 |
Additional paid-in capital | 25,488,245 | 3,053,660 |
Accumulated deficit | (10,533,528) | (1,449,526) |
Total stockholders’ equity | 14,967,828 | 1,611,474 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 17,293,207 | $ 2,368,007 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,111,155 | 7,340,421 |
Common stock, shares outstanding | 13,111,155 | 7,340,421 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 41,356 | $ 63,740 | $ 85,984 | $ 141,618 |
Cost of revenue | 0 | (27,971) | (24,724) | (80,138) |
Gross profit | 41,356 | 35,769 | 61,260 | 61,480 |
Operating expenses: | ||||
Sales and marketing expenses | 964,836 | 0 | 1,238,780 | 0 |
Product and technology expenses | 1,176,848 | 0 | 2,286,228 | 15,635 |
Acquisition costs | 139,235 | 0 | 139,235 | 0 |
General and administrative expenses | 1,340,042 | 64,685 | 4,123,163 | 93,116 |
Total operating expenses | 3,620,961 | 64,685 | 7,787,406 | 108,751 |
Income (loss) from operations | (3,579,605) | (28,916) | (7,726,146) | (47,271) |
Other expenses: | ||||
Interest expense | (368,001) | 0 | (1,335,621) | 0 |
Foreign currency loss | (10,005) | 1,262 | (22,235) | 1,262 |
Total other expense | (378,006) | 1,262 | (1,357,856) | 1,262 |
Income (loss) before provision for income taxes | (3,957,611) | (27,654) | (9,084,002) | (46,009) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (3,957,611) | $ (27,654) | $ (9,084,002) | $ (46,009) |
Net income (loss) per common share – basic and diluted | $ (0.38) | $ 0 | $ (0.85) | $ (0.01) |
Weighted average common shares outstanding – basic and diluted | 10,549,765 | 7,340,421 | 10,650,966 | 7,340,421 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 7,340 | $ 953,660 | $ (876,271) | $ 84,729 |
Beginning balance, shares at Sep. 30, 2019 | 7,340,421 | |||
Net loss | (23,428) | (23,428) | ||
Ending balance, value at Dec. 31, 2019 | $ 7,340 | 953,660 | (899,699) | 61,301 |
Ending balance, shares at Dec. 31, 2019 | 7,340,421 | |||
Beginning balance, value at Sep. 30, 2019 | $ 7,340 | 953,660 | (876,271) | 84,729 |
Beginning balance, shares at Sep. 30, 2019 | 7,340,421 | |||
Net loss | (46,009) | |||
Ending balance, value at Jun. 30, 2020 | $ 7,340 | 953,660 | (922,280) | 38,720 |
Ending balance, shares at Jun. 30, 2020 | 7,340,421 | |||
Beginning balance, value at Dec. 31, 2019 | $ 7,340 | 953,660 | (899,699) | 61,301 |
Beginning balance, shares at Dec. 31, 2019 | 7,340,421 | |||
Net loss | 5,073 | 5,073 | ||
Ending balance, value at Mar. 31, 2020 | $ 7,340 | 953,660 | (894,626) | 66,374 |
Ending balance, shares at Mar. 31, 2020 | 7,340,421 | |||
Net loss | (27,654) | (27,654) | ||
Ending balance, value at Jun. 30, 2020 | $ 7,340 | 953,660 | (922,280) | 38,720 |
Ending balance, shares at Jun. 30, 2020 | 7,340,421 | |||
Beginning balance, value at Sep. 30, 2020 | $ 7,340 | 3,053,660 | (1,449,526) | 1,611,474 |
Beginning balance, shares at Sep. 30, 2020 | 7,340,421 | |||
Shares and warrants issued for cash, net | $ 2,000 | 3,646,071 | 3,648,071 | |
Shares and warrants issued for cash, net, shares | 2,000,000 | |||
Stock-based compensation | $ 683 | 1,321,343 | 1,322,026 | |
Stock-based compensation, shares | 683,334 | |||
Shares issued due to conversion of notes payable | $ 375 | 187,125 | 187,500 | |
Shares issued due to conversion of notes payable, shares | 375,000 | |||
Stock warrants issued for asset acquisition | 57,252 | 57,252 | ||
Net loss | (2,750,731) | (2,750,731) | ||
Ending balance, value at Dec. 31, 2020 | $ 10,398 | 8,265,451 | (4,200,257) | 4,075,592 |
Ending balance, shares at Dec. 31, 2020 | 10,398,755 | |||
Beginning balance, value at Sep. 30, 2020 | $ 7,340 | 3,053,660 | (1,449,526) | 1,611,474 |
Beginning balance, shares at Sep. 30, 2020 | 7,340,421 | |||
Net loss | (9,084,002) | |||
Ending balance, value at Jun. 30, 2021 | $ 13,111 | 25,488,245 | (10,533,528) | 14,967,828 |
Ending balance, shares at Jun. 30, 2021 | 13,111,155 | |||
Beginning balance, value at Dec. 31, 2020 | $ 10,398 | 8,265,451 | (4,200,257) | 4,075,592 |
Beginning balance, shares at Dec. 31, 2020 | 10,398,755 | |||
Shares and warrants issued for cash, net | $ 251 | 719,435 | 719,686 | |
Shares and warrants issued for cash, net, shares | 250,014 | |||
Stock-based compensation | 700,000 | 700,000 | ||
Net loss | (2,375,660) | (2,375,660) | ||
Ending balance, value at Mar. 31, 2021 | $ 10,649 | 9,684,886 | (6,575,917) | 3,119,618 |
Ending balance, shares at Mar. 31, 2021 | 10,648,769 | |||
Shares and warrants issued for cash, net | $ 2,400 | 13,511,800 | 13,514,200 | |
Shares and warrants issued for cash, net, shares | 2,400,000 | |||
Shares issued for intangible assets | 1,456,650 | 1,456,650 | ||
Cashless exercise of warrants | $ 62 | (62) | ||
Cashless exercise of warrants, shares | 62,386 | |||
Stock-based compensation | 834,971 | 834,971 | ||
Net loss | (3,957,611) | (3,957,611) | ||
Ending balance, value at Jun. 30, 2021 | $ 13,111 | $ 25,488,245 | $ (10,533,528) | $ 14,967,828 |
Ending balance, shares at Jun. 30, 2021 | 13,111,155 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flow from operating activities: | ||
Net loss | $ (9,084,002) | $ (46,009) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,187,913 | 0 |
Depreciation and amortization expense | 178,339 | 0 |
Stock-based compensation | 2,856,997 | 0 |
Bad debt expense | 50,932 | 0 |
Gain on cryptocurrency settlement | (45,267) | (1,369) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (35,252) | (125,553) |
Prepaid expenses and other | (623,026) | 0 |
Accounts payable and accrued liabilities | 775,277 | 0 |
Accounts payable - related parties | (152,888) | 105,118 |
Liabilities to users | (8,432) | 96 |
Net cash used in operating activities | (4,899,409) | (67,717) |
Cash flow from investing activities: | ||
Purchase of software and equipment | (103,259) | 0 |
Purchase of other long-term assets | (420,098) | 0 |
Net cash used by investing activities | (523,357) | 0 |
Cash flow from financing activities: | ||
Proceeds from equity issuance, net of costs of capital | 17,881,957 | 0 |
Net cash provided by financing activities | 17,881,957 | 0 |
NET CHANGE IN CASH | 12,459,191 | (67,717) |
CASH AT BEGINNING OF PERIOD | 0 | 67,717 |
CASH AT END OF PERIOD | 12,459,191 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash transactions | ||
Stock warrant issued for asset acquisition | 57,282 | 0 |
Stock issued for conversion of notes payable | 187,500 | 0 |
Stock issuable for intangible asset | $ 1,456,650 | $ 0 |
ORGANIZATION, NATURE OF OPERATI
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | 9 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN Organization Esports Technologies, Inc. (“Esports Tech”) was formed on September 24, 2020 as a Nevada corporation. Esports Tech is a technology company creating and operating platforms focused on esports and competitive gaming. The Company operates under a Curacao gaming sublicense and can provide online betting services to various countries around the world. The majority of the Company’s customers are based in the Philippines. The Company’s consolidated financial statements include its accounts and the accounts of its 100% owned subsidiaries, namely Global E-Sports Entertainment Group, LLC (“Global E-Sports”), ESEG Limited (“ESEG”) and Gogawi Entertainment Group (“Gogawi”) (collectively referred to as the “Company,” “we,” “our,” or “us”). Global E-Sports, a Nevada limited liability company, was incorporated in Nevada on June 28, 2016. ESEG, a Belize company was incorporated on October 31, 2016. Gogawi, a Cypress company was incorporated on December 8, 2018 and has always been a wholly owned subsidiary of ESEG. On December 8, 2020, the Company incorporated Esportsbook Technologies Limited (“Esportsbook”) in Ireland as a wholly-owned subsidiary of Esports Tech. All amounts included in this Form 10-Q are expressed in U.S. Dollars, unless otherwise noted. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and generated negative cash flows from operations since inception. In April 2021, the Company completed its Initial Public Offering (“IPO”) and issued 2,400,000 $14,400,000 13,514,200 Impact of COVID-19 The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread, has severely impacted the U.S. and world economies. Economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for the Company’s products and the Company’s operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include: (i) changing demand for the Company’s online betting products; and (ii) increasing contraction in the capital markets. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the consolidated financial statements are as follows: Basis of Presentation The accompanying unaudited financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended June 30, 2021, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2021. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2020 included in our Form S-1 filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Intangible Assets Cryptocurrencies There is currently no specific guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrencies held are accounted for as an indefinite-lived intangible asset under ASC 350, Intangible – Goodwill and Other The Company uses its cryptocurrencies to pay vendors and users. The Company also receives payments on its receivables and player deposits in cryptocurrency. Gains and losses realized upon settlement of cryptocurrencies are also recorded in general and administrative expense in our consolidated statements of operations. Other Intangible Assets The Company’s other intangible asset consist of internet domain names, which are an indefinite-lived intangible. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Liabilities to Users The Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation No single customer exceeded more than 10% of revenue during the three and nine months ended June 30, 2021 and 2020. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue. Performance Obligations The Company operates an online betting platform allowing users to place wagers on a variety of live sporting events and esports events. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated to affiliates are recorded as a reduction to gross gaming revenue. Cost of Revenue Cost of revenue consists of third-party costs associated with the betting software platform and amortization of capitalized software costs. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 9 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
LONG-LIVED ASSETS | NOTE 3 – LONG-LIVED ASSETS Software and equipment The Company’s software and equipment consisted of the following as of June 30, 2021 and September 30, 2020: Schedule of software and equipment June 30, 2021 September 30, 2020 Software $ 160,511 $ – Total software and equipment 160,511 – Accumulated depreciation (74,075 ) – Software and equipment, net $ 86,436 $ – On November 5, 2020, the Company entered into an asset purchase agreement with a third party to acquire certain proprietary technology data. The Company made a cash payment of $ 61,425 32,000 0.25 57,252 118,677 110,000 100,000 The software costs above relate to acquired components of the Company’s new platform which is being depreciated over an expected useful life. Intangible Assets On September 1, 2020, the Company’s wholly-owned subsidiary, ESEG, entered into domain purchase agreements to acquire the rights to certain domain names from third parties. The cost to acquire the domain names was $ 2,239,606 2,100,000 March 1, 2022 10 675,000 September 1, 2025 535,394 The following table presents the activities of the Company’s cryptocurrency holdings for the three and nine months ended June 30, 2021: Cryptocurrency activity table Cryptocurrency at September 30, 2020 $ 44,562 Additions of cryptocurrency 36,605 Payments of cryptocurrency (125,480 ) Gain on cryptocurrency 45,268 Cryptocurrency at June 30, 2021 $ 955 Additions of cryptocurrency during the nine months ended June 30, 2021 represent settlement of outstanding accounts receivable of $ 18,158 $ 18,447 63,971 and prepaid expenses of $ 61,509 License Agreement On October 1, 2020, the Company entered into an option agreement which gave the Company rights to acquire a license for proprietary technology related to online betting. The Company paid $133,770 $286,328 65,000 $1,456,650 $1,876,748. $104,264 |
CONVERTIBLE NOTES PAYABLE AND O
CONVERTIBLE NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES | 9 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES | NOTE 4 – CONVERTIBLE NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES On September 1, 2020, ESEG entered into three promissory notes, with a combined principal amount of $ 2,100,000 10 March 1, 2022 675,000 535,394 279,516 255,878 453,178 422,409 221,822 252,591 On September 26, 2020, the Company assumed the notes payable with principal of $2,100,000 from ESEG. In connection with this assumption, Esports Tech issued each of the lenders a conversion option at a fixed price of $0.50 per share and issued 2,015,000 0.30 5 265,779 The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85% based on a peer group of companies; 2) dividend yield of 0%; 3) risk-free rate of 0.26%; and 4) an expected term of five years. The $2,100,000 debt discount will be amortized through the maturity date of the convertible notes payable. During the three months ended December 31, 2020, a total of $ 187,500 375,000 826,189 1,086,311 116,774 1,187,913 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY The Company is currently authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001. In addition, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors. During the three months ended December 31, 2020, the Company received gross cash proceeds of $ 4,000,000 2,000,000 351,929 173,625 2.00 5 228,500 In January 2021, the Company sold 250,014 750,042 30,314 8,750 3 5 228,500 In February 2021, the Company entered into an agreement with a consultant where the Company agreed to issue warrants to purchase 4,166 5 3 37,500 In April 2021, the Company completed its IPO and issued 2,400,000 14,400,000 13,514,200 885,800 168,000 5 7.20 5,474,076 2020 Stock Plan In December 2020, the Company adopted the Esports Technologies, Inc. 2020 Stock Plan, or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants. Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes. The number of shares of the common stock that may be issued under the 2020 Plan is 4,000,000 3,462,598 537,402 Common Stock Awards During the nine months ended June 30, 2021, the Company agreed to award a total of restricted stock units that convert into common stock to various employees, consultants and officers under the 2020 Plan. Of the restricted stock unit awarded, 755,250 will vest annually over a period of one to four years, 300,000 will vest upon the completion of various performance goals related to the operations of the Company, and 200,000 shares of common stock underlying awards made to the Company’s CEO will vest equally upon reaching trailing twelve months revenue of $10 million and $20 million. The Company estimated the fair value of the awards granted prior to the IPO, at $2 per share based on recent sales of common stock. Awards granted after the IPO, the closing price of the Company’s stock on the grant date is used to determine the fair value. In November 2020, the Company entered into four consulting agreements under which the Company issued a total of 683,334 During the three and nine months ended June 30, 2021, the Company recognized a total of $ 501,716 1,940,249 5,258,844 Warrants As discussed above, the Company has issued common stock warrants in connection with its fundraising activities to brokers, an asset purchase agreement and convertible notes issued during the year ended September 30, 2020. The following table summarizes warrant activity during the three and nine months ended June 30, 2021: Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Outstanding at September 30, 2020 2,015,000 $ 0.30 4.24 Granted 386,541 3.63 4.58 Cancelled – – – Expired – – – Exercised (66,000 ) (2.00 ) 4.33 Outstanding at June 30, 2021 2,335,541 $ 0.89 4.29 Exercisable at June 30, 2021 2,335,541 $ 0.89 4.29 The outstanding and exercisable common stock warrants had an estimated intrinsic value of $ 47,110,395 5,474,076 8,819 57,252 Options During the three months ended June 30, 2021, the Company entered into various agreements with employees and consultants whereby the Company agreed to award a total of 96,000 4 During the three months ended March 31, 2021, the Company entered into various agreements with employees, consultants and directors whereby the Company agreed to award a total of 402,000 150,000 20,000 During the three months ended December 31, 2020, the Company entered into various agreements with employees and consultants whereby the Company agreed to award a total of 2,014,348 90,000 100,000 1,390,000 70,313 200,000 57,250 The following table summarizes option activity during the nine months ended June 30, 2021: Schedule of option activity Common Stock Options Shares Weighted Weighted Outstanding at September 30, 2020 – $ – – Granted 2,512,348 1.63 9.09 Cancelled (220,000 ) 0.50 9.81 Expired – – – Exercised – – – Outstanding at June 30, 2021 2,292,348 $ 1.73 8.61 Exercisable at June 30, 2021 144,348 $ 0.96 8.71 During the three and nine months ended June 30, 2021, the Company recognized stock-based compensation expense of $ 834,971 2,856,998 2021, of $ 1,552,573 4,701,717 The Company estimated the fair value of the stock options awarded using a Black-Scholes option pricing model and the following assumptions: 1) stock price of $2 to $3 per share; 2) dividend yield of 0%; 3) risk-free rate of between 0.22% and 0.90%; 4) expected term of between 3.5 and 6.25 years; 5) an exercise price between $0.25 and $22.89 and 6) expected volatility of between 82.3% and 95.33% based on a peer group of public companies. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES On September 2, 2020, the Company entered into a financial advisor agreement with Boustead Securities LLC, the representative of the underwriters in the Company’s initial public offering, to provide services related to fundraising on the Company’s planned public listing. The Company agreed to pay the financial advisor a success fee of 4% of any gross proceeds from any debt financing, and a 7% success fee related to any equity or convertible debt financing, subject to customary approval by the regulatory authorities. In April 2021, the Company completed its IPO and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. The Company paid underwriting fees of $ 885,800 168,000 7.20 5 On September 26, 2020, the Company entered into a consulting agreement with a registered foreign broker dealer for fundraising services and paid 10% of any gross proceeds through capital raises from non-US investors introduced by the consultant, up to a maximum payment to the consultant of $200,000 and the consultant also received warrants to purchase shares of the Company’s common stock at an exercise price of $2.00 per share. These warrants were exercised in April 2021 and were converted into 62,386 |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 9 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | NOTE 7 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. Common shares issuable under convertible debt, stock options and common stock warrants were excluded from the calculation of diluted net loss per share due to their antidilutive effect. Calculation of earnings per share Three Months Ended Nine Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator Net income (loss) $ (3,957,611 ) $ (27,654 ) $ (9,084,002 ) $ (46,009 ) Denominator Basic and Diluted weighted average common shares 10,549,765 7,340,421 10,650,966 7,340,421 ) Basic and diluted net income (loss) per common share $ (0.38 ) $ (0.00 ) $ (0.85 ) $ (0.01 ) |
TRANSACTION WITH RELATED PARTIE
TRANSACTION WITH RELATED PARTIES | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
TRANSACTION WITH RELATED PARTIES | NOTE 8 – TRANSACTION WITH RELATED PARTIES The Company owed $ 155,228 152,888 On November 10, 2020, the Company entered into an employment agreement with Michal Barden, a family member of the Company’s Chief Operating Officer, to serve as the Company’s marketing director. The employment agreement provides for an annual salary of $132,000, a technology allowance of $5,000, and an award of 30,000 shares of common stock in the Company, vesting in four equal annual installments. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended June 30, 2021, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2021. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2020 included in our Form S-1 filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. |
Intangible Assets | Intangible Assets Cryptocurrencies There is currently no specific guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrencies held are accounted for as an indefinite-lived intangible asset under ASC 350, Intangible – Goodwill and Other The Company uses its cryptocurrencies to pay vendors and users. The Company also receives payments on its receivables and player deposits in cryptocurrency. Gains and losses realized upon settlement of cryptocurrencies are also recorded in general and administrative expense in our consolidated statements of operations. Other Intangible Assets The Company’s other intangible asset consist of internet domain names, which are an indefinite-lived intangible. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. |
Liabilities to Users | Liabilities to Users The Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation No single customer exceeded more than 10% of revenue during the three and nine months ended June 30, 2021 and 2020. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue. Performance Obligations The Company operates an online betting platform allowing users to place wagers on a variety of live sporting events and esports events. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated to affiliates are recorded as a reduction to gross gaming revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of third-party costs associated with the betting software platform and amortization of capitalized software costs. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
LONG-LIVED ASSETS (Tables)
LONG-LIVED ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of software and equipment | Schedule of software and equipment June 30, 2021 September 30, 2020 Software $ 160,511 $ – Total software and equipment 160,511 – Accumulated depreciation (74,075 ) – Software and equipment, net $ 86,436 $ – |
Cryptocurrency activity table | Cryptocurrency activity table Cryptocurrency at September 30, 2020 $ 44,562 Additions of cryptocurrency 36,605 Payments of cryptocurrency (125,480 ) Gain on cryptocurrency 45,268 Cryptocurrency at June 30, 2021 $ 955 Additions of cryptocurrency during the nine months ended June 30, 2021 represent settlement of outstanding accounts receivable of $ 18,158 $ 18,447 63,971 and prepaid expenses of $ 61,509 License Agreement On October 1, 2020, the Company entered into an option agreement which gave the Company rights to acquire a license for proprietary technology related to online betting. The Company paid $133,770 $286,328 65,000 $1,456,650 $1,876,748. $104,264 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Outstanding at September 30, 2020 2,015,000 $ 0.30 4.24 Granted 386,541 3.63 4.58 Cancelled – – – Expired – – – Exercised (66,000 ) (2.00 ) 4.33 Outstanding at June 30, 2021 2,335,541 $ 0.89 4.29 Exercisable at June 30, 2021 2,335,541 $ 0.89 4.29 |
Schedule of option activity | Schedule of option activity Common Stock Options Shares Weighted Weighted Outstanding at September 30, 2020 – $ – – Granted 2,512,348 1.63 9.09 Cancelled (220,000 ) 0.50 9.81 Expired – – – Exercised – – – Outstanding at June 30, 2021 2,292,348 $ 1.73 8.61 Exercisable at June 30, 2021 144,348 $ 0.96 8.71 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of earnings per share | Calculation of earnings per share Three Months Ended Nine Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator Net income (loss) $ (3,957,611 ) $ (27,654 ) $ (9,084,002 ) $ (46,009 ) Denominator Basic and Diluted weighted average common shares 10,549,765 7,340,421 10,650,966 7,340,421 ) Basic and diluted net income (loss) per common share $ (0.38 ) $ (0.00 ) $ (0.85 ) $ (0.01 ) |
ORGANIZATION, NATURE OF OPERA_2
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - IPO [Member] | 7 Months Ended |
Apr. 30, 2021USD ($)shares | |
SaleOfStockLineItems [Line Items] | |
Stock issued new, shares | shares | 2,400,000 |
Proceeds from issuance of stock | $ 14,400,000 |
Proceeds from Issuance of Common Stock | $ 13,514,200 |
LONG-LIVED ASSETS (Details - So
LONG-LIVED ASSETS (Details - Software) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 160,511 | $ 0 |
Accumulated depreciation | (74,075) | 0 |
Accumulated depreciation | 74,075 | 0 |
Software and equipment, net | 86,436 | 0 |
Software And Equipment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 160,511 | $ 0 |
LONG-LIVED ASSETS (Details - Cr
LONG-LIVED ASSETS (Details - Crytocurrency) | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Cryptocurrency | $ 44,562 |
Additions of cryptocurrency | 36,605 |
Payments of cryptocurrency | (125,480) |
Gain on cryptocurrency | 45,268 |
Cryptocurrency | $ 955 |
LONG-LIVED ASSETS (Details Narr
LONG-LIVED ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Nov. 05, 2020 | Jun. 30, 2021 | May 03, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Sep. 30, 2020 | Oct. 01, 2020 | Sep. 01, 2020 | |
Asset Acquisition [Line Items] | |||||||||
Payment for technology data | $ 103,259 | $ 0 | |||||||
Unamortized discount | $ 826,189 | 826,189 | |||||||
Additions of cryptocurrency | 36,605 | ||||||||
Payments of cryptocurrency | (125,480) | ||||||||
Payment for option | 420,098 | $ 0 | |||||||
Stock Issued During Period, Value, Purchase of Assets | 1,456,650 | ||||||||
Online Betting Technology [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Purchase of Assets | 65,000 | ||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,456,650 | ||||||||
[custom:IntangibleAssetsLicenseAgreements-0] | $ 1,876,748 | ||||||||
Amortization of Intangible Assets | 104,264 | ||||||||
Accounts Receivable [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Additions of cryptocurrency | 18,158 | ||||||||
Net Deposits [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Additions of cryptocurrency | 18,447 | ||||||||
Accounts Payable And Accrued Expenses [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payments of cryptocurrency | 63,971 | ||||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payments of cryptocurrency | $ 61,509 | ||||||||
Internet Domain Names [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 2,100,000 | ||||||||
Debt maturity date | Mar. 1, 2022 | ||||||||
Debt interest rate | 10.00% | ||||||||
Debt balloon payment | $ 675,000 | ||||||||
Debt balloon payment date | Sep. 1, 2025 | ||||||||
Unamortized discount | $ 535,394 | ||||||||
Internet Domain Names [Member] | ESEG Limited [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Investment Owned, at Cost | $ 2,239,606 | ||||||||
Upon Execution Of Agreement [Member] | Online Betting Technology [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payment for option | $ 133,770 | ||||||||
Upon Exercise Of Option [Member] | Online Betting Technology [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payment for option | $ 286,328 | ||||||||
Warrants [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Warrant exercise price | $ 0.89 | $ 0.89 | $ 0.30 | ||||||
Stock issued for asset acquisition | 386,541 | ||||||||
Technology Data [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payment for technology data | $ 61,425 | ||||||||
Total consideration paid | $ 118,677 | ||||||||
Stock issued for asset acquisition | 100,000 | ||||||||
Technology Data [Member] | Annual Salary [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Payment to acquire intangible assets | $ 110,000 | ||||||||
Technology Data [Member] | Warrants [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Warrants issued | 32,000 | ||||||||
Warrant exercise price | $ 0.25 | ||||||||
Fair value of warrants granted | $ 57,252 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 01, 2020 | Sep. 30, 2020 | Sep. 01, 2025 | Sep. 26, 2020 | |
Debt Instrument [Line Items] | |||||||
Notes payable | $ 1,086,311 | ||||||
Debt discount | 826,189 | ||||||
Debt converted, amount converted | $ 187,500 | ||||||
Debt converted, shares issued | 375,000 | ||||||
Accrued interest | 116,774 | ||||||
Amortization of debt discount | $ 1,187,913 | $ 0 | |||||
Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrant exercise price | $ 0.89 | $ 0.30 | |||||
ESEG Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 2,100,000 | ||||||
Debt interest rate | 10.00% | ||||||
Debt maturity date | Mar. 1, 2022 | ||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 675,000 | ||||||
Debt discount | $ 535,394 | ||||||
Loss on extinguishment of debt | $ 265,779 | ||||||
ESEG Promissory Notes [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued | 2,015,000 | ||||||
Warrant exercise price | $ 0.30 | ||||||
Warrant term | 5 years | ||||||
ESEG Promissory Notes [Member] | Promissory Notes Payable 1 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 279,516 | ||||||
ESEG Promissory Notes [Member] | Other Long Term Liabilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 453,178 | 422,409 | |||||
Debt discount | $ 221,822 | $ 255,878 | $ 252,591 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Warrant activity) - Warrants [Member] | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | shares | 2,015,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.30 | |
Weighted Average Remaining Life, beginning | 4 years 2 months 26 days | |
Number of Warrants Granted | shares | 386,541 | |
Weighted Average Exercise Price Granted | $ / shares | $ 3.63 | |
Weighted Average Remaining Life, granted | 4 years 6 months 29 days | |
Number of Warrants Cancelled | shares | 0 | |
Weighted Average Exercise Price Cancelled | $ / shares | ||
Number of Warrants Expired | shares | 0 | |
Weighted Average Exercise Price Expired | $ / shares | ||
Number of Warrants Exercised | shares | (66,000) | |
Weighted Average Exercise Price Exercised | $ / shares | $ (2) | |
Weighted Average Remaining Life Exercised | 4 years 3 months 29 days | |
Number of Warrants Outstanding, Ending | shares | 2,335,541 | 2,335,541 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 0.89 | $ 0.89 |
Weighted Average Remaining Life, ending | 4 years 3 months 14 days | |
Number of Warrants Exercisable, Ending | shares | 2,335,541 | 2,335,541 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.89 | $ 0.89 |
Weighted Average Remaining Life, exercisable | 4 years 3 months 14 days |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option Activity) - Stock Options [Member] | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning | shares | 0 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | |
Number of Options Granted | shares | 2,512,348 |
Weighted Average Exercise Price Granted | $ / shares | $ 1.63 |
Weighted Average Remaining Contractual Term Granted | 9 years 1 month 2 days |
Number of Options Forfeited | shares | (220,000) |
Weighted Average Exercise Price Forfeited | $ / shares | $ 0.50 |
Weighted Average Remaining Contractual Term Cancellations and Forfeitures | 9 years 9 months 21 days |
Number of Options Expired | shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | |
Number of Options Exercised | shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | |
Number of Options Outstanding, Ending | shares | 2,292,348 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 1.73 |
Weighted Average Remaining Contractual Term Outstanding | 8 years 7 months 9 days |
Number of Options Exercisable, Ending | shares | 144,348 |
Weighted Average Exercise Price Exercisable, Ending | $ / shares | $ 0.96 |
Weighted Average Remaining Contractual Term Exercisable | 8 years 8 months 15 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | |||
Nov. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Feb. 28, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||||||||
Share-based compensation | $ 2,856,997 | $ 0 | |||||||
Options vesting Period | 4 years | ||||||||
Common Stock Awards [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based compensation | $ 501,716 | 1,940,249 | |||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 5,258,844 | 5,258,844 | |||||||
Common Stock Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 47,110,395 | 47,110,395 | |||||||
Common Stock Warrants [Member] | Asset Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:WarrantFairValue-0] | 57,252 | $ 57,252 | |||||||
Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock granted under plan | 2,512,348 | ||||||||
Share-based compensation | 834,971 | $ 2,856,998 | |||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 4,701,717 | 4,701,717 | |||||||
Options granted | 402,000 | 2,014,348 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,552,573 | $ 1,552,573 | |||||||
Stock Options [Member] | One To Four Years [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 1,390,000 | ||||||||
Stock Options [Member] | Completion Of Ipo [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 70,313 | ||||||||
Stock Options [Member] | Coo Goals [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 200,000 | ||||||||
Stock Options [Member] | Hiring Of Cfo [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 57,250 | ||||||||
Plan 2020 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock authorized under plan | 4,000,000 | 4,000,000 | |||||||
Stock granted under plan | 3,462,598 | ||||||||
Shares remaining under plan | 537,402 | 537,402 | |||||||
Plan 2020 [Member] | Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted | 96,000 | ||||||||
Consultant [Member] | Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted | 20,000 | ||||||||
Brokers [Member] | Common Stock Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:WarrantFairValue-0] | $ 5,474,076 | $ 5,474,076 | |||||||
Consultants [Member] | Common Stock Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:WarrantFairValue-0] | $ 8,819 | $ 8,819 | |||||||
Consultants [Member] | Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted | 90,000 | ||||||||
Two Board Members [Member] | Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted | 150,000 | ||||||||
Board Member [Member] | Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted | 100,000 | ||||||||
IPO [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 13,514,200 | ||||||||
Stock issued new, shares | 2,400,000 | ||||||||
Payment of stock issuance costs | $ 885,800 | ||||||||
Proceeds from issuance of stock | $ 14,400,000 | ||||||||
IPO [Member] | Underwriter [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 168,000 | ||||||||
Warrant exercise price | $ 7.20 | ||||||||
Warrant term | 5 years | ||||||||
[custom:WarrantFairValue-0] | $ 5,474,076 | ||||||||
Common Stock [Member] | Four Consulting Agreements [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock awards granted | 683,334 | ||||||||
Common Stock [Member] | December 2020 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 4,000,000 | ||||||||
Stock issued new, shares | 2,000,000 | ||||||||
Payment of stock issuance costs | $ 351,929 | ||||||||
Common Stock [Member] | January 2021 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 750,042 | ||||||||
Stock issued new, shares | 250,014 | ||||||||
Payment of stock issuance costs | $ 30,314 | ||||||||
Warrants [Member] | Consultant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 4,166 | ||||||||
Warrant exercise price | $ 3 | ||||||||
Warrant term | 5 years | ||||||||
Consulting expense | $ 37,500 | ||||||||
Warrants [Member] | December 2020 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 173,625 | ||||||||
Warrant exercise price | $ 2 | ||||||||
Warrant term | 5 years | ||||||||
Fair value of warrants granted | $ 228,500 | ||||||||
Warrants [Member] | January 2021 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 8,750 | ||||||||
Warrant exercise price | $ 3 | ||||||||
Warrant term | 5 years | ||||||||
Fair value of warrants granted | $ 228,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 7 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Consulting Agreement [Member] | |
SaleOfStockLineItems [Line Items] | |
Warrants converted, shares issued | shares | 62,386 |
IPO [Member] | |
SaleOfStockLineItems [Line Items] | |
Payment of stock issuance costs | $ | $ 885,800 |
IPO [Member] | Underwriters [Member] | |
SaleOfStockLineItems [Line Items] | |
Payment of stock issuance costs | $ | $ 885,800 |
Warrants issued | shares | 168,000 |
Warrant exercise price | $ / shares | $ 7.20 |
Warrant term | 5 years |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||||||
Net income (loss) | $ (3,957,611) | $ (2,375,660) | $ (2,750,731) | $ (27,654) | $ 5,073 | $ (23,428) | $ (9,084,002) | $ (46,009) |
Denominator | ||||||||
Basic and Diluted weighted average common shares | 10,549,765 | 7,340,421 | 10,650,966 | 7,340,421 | ||||
Basic and diluted net income (loss) per common share | $ (0.38) | $ 0 | $ (0.85) | $ (0.01) |
TRANSACTION WITH RELATED PART_2
TRANSACTION WITH RELATED PARTIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Gogawi [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 155,228 | $ 152,888 |