SharpLink Gaming (SBET) 10-K 4 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	SHARPLINK GAMING LTD.
Entity Central Index Key	0001025561
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		26,880,250
Entity Public Float			$ 21,461,158
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-1025561
Entity Incorporation State Country Code	L3
Entity Tax Identification Number	98-1657258
Entity Address Address Line 1	333 Washington Avenue North
Entity Address Address Line 2	Suite 104
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55401
City Area Code	612
Local Phone Number	293-0619
Security 12b Title	Ordinary Shares
Trading Symbol	SBET
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false
Auditor Firm Id	677
Auditor Location	Raleigh, North Carolina
Auditor Name	Cherry Bekaert LLP

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 39,324,529	$ 6,065,461
Restricted cash	11,132,957	0
Accounts receivable, net of allowance	823,530	956,555
Contract assets	219,116	147,913
Prepaid expenses and other current asset	1,100,433	217,296
Current assets from discontinued operations	1,310,000	2,101,209
Total current assets	53,910,565	9,488,434
Investment, cost	200,000	200,000
Equipment, net	60,218	55,105
Right-of-use asset - operating lease	230,680	165,522
Intangibles
Intangible assets, net	3,727,933	5,551,540
Goodwill	6,916,095	3,511,167
Non-current assets from discontinued operations	0	1,588,058
Total assets	65,045,491	20,559,826
Current Liabilities
Accounts payable and accrued expenses	2,125,707	1,404,022
Contract liabilities	2,166,451	308,058
Due to Affiliate	0	93,954
Prize liability	6,061,434	0
Due to Seller	0	691,523
Customer deposits	42,171,589	0
Line of credit	4,120,651	0
Current portion of long-term debt	1,018,918	0
Current portion of lease liability	31,070	29,265
Current liabilities from discontinued operations	1,215,153	3,333,733
Total current liabilities	58,911,033	5,860,555
Long-Term Liabilities
Deferred tax liability	6,206	5,581
Debt, less current portion	2,931,698	0
Lease liability, less current portion	210,037	136,257
Non-current liabilities from discontinued operations	0	365,977
Total liabilities	62,058,974	6,368,370
Stockholders' Equity
Ordinary shares, $0.02 par value; authorized shares 92,900,000 issued and outstanding shares: 26,880,250 and 22,360,987, respectively	537,731	447,346
Treasury stock, 900 ordinary shares at cost	(29,000)	(29,000)
Additional paid-in capital	76,039,604	72,101,783
Accumulated deficit	(73,565,641)	(58,332,263)
Total stockholders' equity	2,986,517	14,191,456
Total liabilities and stockholders' equity	65,045,491	20,559,826
Series A-1 preferred stock
Stockholders' Equity
Preferred stock, value	1,326	1,094
Series B Preferred Stock [Member]
Stockholders' Equity
Preferred stock, value	$ 2,496	$ 2,496

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, shares authorized		6,000,000
Treasury stock, shares	900	900
Series B Preferred Stock [Member]
Liquidation preference	$ 595,245	$ 274,939
Preferred stock, par value	$ 0.02	$ 0.02
Preferred stock, shares authorized	3,700,000	3,700,000
Preferred stock, shares issued	124,810	124,810
Preferred stock, shares outstanding	124,810	124,810
Series A Preferred Stock [Member]
Liquidation preference	$ 138,414	$ 118,741
Preferred stock, par value	$ 0.02	$ 0.02
Preferred stock, shares authorized	2,600,000	2,600,000
Preferred stock, shares issued	66,303	54,737
Preferred stock, shares outstanding	66,303	54,737
8% Redeemable convertible preferred stock [Member]
Ordinary shares, per share	$ 0.02	$ 0.02
Ordinary shares, shares authorized	92,900,000	92,900,000
Ordinary shares, shares issued	26,880,250	22,360,987
Ordinary shares, shares outstanding	26,880,250	22,360,987
Preferred stock, par value		$ 0.01

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 7,288,029	$ 2,635,757
Cost of revenues	6,154,434	2,935,119
Gross profit	1,133,595	(299,362)
Operating expenses
Selling, general, and administrative expenses	11,884,112	9,894,146
Commitment fee expense	0	23,301,206
Goodwill and intangible asset impairment expenses	4,726,000	0
Total operating expenses	16,610,112	33,195,352
Operating loss from continuing operations	(15,476,517)	(33,494,714)
Other income and (expense)
Interest income	72,000	29,055
Interest expense	(137,519)	0
Other Income	250,000	0
Total other income and expense	184,481	29,055
Net loss before income taxes from continuing operations	(15,292,036)	(33,465,659)
Provision for income tax expenses	11,366	4,171
Loss from continuing operations	(15,303,402)	(33,469,830)
Income (loss) from discontinued operations, net of tax	70,024	(22,174,305)
Net loss	(15,233,378)	(55,644,135)
Net loss from continuing operations
available to ordinary shareholders	(15,312,264)	(34,250,214)
Net income (loss) from discontinued operations
available to ordinary shareholders	70,024	(22,174,305)
Net loss from continuing And Discountinued operations	$ (15,242,240)	$ (56,424,519)
Denominator for basic and diluted net loss per share:
Weighted average shares outstanding	24,879,602	14,300,311
Net loss per share - Basic and diluted
Net loss from continuing operations per share	$ 0.62	$ (2.40)
Net income (loss) from discontinued operations per share	0	(1.54)
Net loss per share	$ 0.62	$ 3.94

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Total	Orinary Shares [Member]	Series A 1 Preferred Stock [Member]	Additional Paid-In Capital	Treasury Stock	Stock Subscriptions [Member]	Retained Earnings (Accumulated Deficit)	Series B Preferred Stock [Member]
Balance, shares at Dec. 31, 2020		10,750,768
Balance, amount at Dec. 31, 2020	$ 1,355,511	$ 215,014	$ 0	$ 3,833,891	$ 0	$ (5,266)	$ (2,688,128)	$ 0
Net loss	(55,644,135)	0	0	0	0	0	(55,644,135)	0
Stock-based compensation expense	1,656,674	$ 0	0	1,656,674	0	0	0	0
Stock option exercises, shares		25,917
Stock option exercises, amount	24,263	$ 518	0	23,745	0	0	0	0
Collection of stock subscription	5,266	0	0	0	0	5,266	0	0
Series A Preferred Stock discount accretion	(373,560)	0	0	(373,560)	0	0	0	0
Series A Preferred Stock dividend accretion	(91,192)	$ 0	0	(91,192)	0	0	0	0
Dividends on Series A Preferred Stock in common stock, shares		51,832
Dividends on Series A Preferred Stock in common stock, amount	94,700	$ 1,165	$ 0	93,535	0	0	0	0
Issuance of Series A-1 preferred stock in exchange for Series A preferred stock, shares			1,230,956
Issuance of Series A-1 preferred stock in exchange for Series A preferred stock, amount	1,729,101	0	$ 24,619	1,704,482	0	0	0	0
Issuance of series A-1 preferred stock in exchange for commitment fee, shares			700,989
Issuance of series A-1 preferred stock in exchange for commitment fee, amount	4,766,727	0	$ 14,020	4,752,707	0	0	0	$ 0
Issuance of Series B preferred stock in Series A-1 preferred stock, shares								3,692,865
Issuance of Series B preferred stock in Series A-1 preferred stock, amount	25,111,479	$ 0	0	25,037,622	0	0	0	$ 73,857
Vesting of warrant upon Go Public Transaction, shares		850,330
Vesting of warrant upon Go Public Transaction, amount	2,001,677	$ 17,007	$ 0	1,984,670	0	0	0	0
Conversion of Series A-1 preferred stock into ordinary shares, shares		1,931,945	(1,931,945)
Conversion of Series A-1 preferred stock into ordinary shares, amount	0	$ 38,639	$ (38,639)	0	0	0	0	$ 0
Conversion of Series B preferred stock into ordinary shares, shares		3,568,055						(3,568,055)
Conversion of Series B preferred stock into ordinary shares, amount	0	$ 71,361	$ 0	0	0	0	0	$ (71,361)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares			54,737
Dividends on Series B preferred stock in Series A-1 preferred stock, amount	0	$ 0	$ 1,094	(1,094)	0	0	0	0
Issuance of ordinary shares in MTS Merger, shares		3,162,951
Issuance of ordinary shares in MTS Merger, amount	22,110,032	$ 63,258	0	22,075,774	(29,000)	0	0	0
Issuance of ordinary shares in FourCubed Acquisition, shares		606,114
Issuance of ordinary shares in FourCubed Acquisition, amount	1,606,202	$ 12,122	0	1,594,080	0	0	0	0
Issuance of ordinary shares, prefunded warrants and regular warrants to institutional investor, shares		1,413,075
Issuance of ordinary shares, prefunded warrants and regular warrants to institutional investor, amount	9,838,711	$ 28,262	$ 0	9,810,449	0	0	0	$ 0
Balance, shares at Dec. 31, 2021		22,360,987	54,737					124,810
Balance, amount at Dec. 31, 2021	14,191,456	$ 447,346	$ 1,094	72,101,783	(29,000)	0	(58,332,263)	$ 2,496
Net loss	(15,233,378)						(15,233,378)
Stock-based compensation expense	2,486,152	0	$ 0	2,486,152	0	0	0	0
Dividends on Series B preferred stock in Series A-1 preferred stock, shares			11,566
Dividends on Series B preferred stock in Series A-1 preferred stock, amount		$ 0	$ 232	(232)
Issuance of ordinary shares for services, shares		200,000
Issuance of ordinary shares for services, amount	172,000	$ 4,000	0	168,000	0	0	0	0
Issuance of ordinary shares in SportsHub Gaming Network Acquisition, shares		4,319,263
Issuance of ordinary shares in SportsHub Gaming Network Acquisition, amount	1,370,287	$ 86,385	$ 0	1,283,902	0	0	0	$ 0
Balance, shares at Dec. 31, 2022		26,880,250	66,303					124,810
Balance, amount at Dec. 31, 2022	$ 2,986,517	$ 537,731	$ 1,326	$ 76,039,605	$ (29,000)	$ 0	$ (73,565,641)	$ 2,496

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (15,303,402)	$ (33,469,830)
Net income (loss) from discontinued operations, net of tax	70,024	(22,174,305)
Net loss	(15,233,378)	(55,644,135)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	1,165,517	206,246
Amortization of loan costs	8,073	0
Amortization of prepaid stock issued for services	43,000	0
Deferred tax expense	625	1,172
Stock-based compensation expense	2,486,151	1,656,674
Commitment fee expense	0	23,301,206
Gain on disposal of equipment	2,594	0
Goodwill and intangible asset impairment expenses	4,726,000	0
Write off of amounts related to acquisition of FourCubed	(303,523)	0
Advisory expenses in exchange for warrant	0	2,001,677
Changes in assets and liabilities
Accounts receivable	319,737	(175,645)
Contract assets	(71,203)	127,424
Prepaid expenses and other current assets	1,068,832	(203,585)
Other long-term assets	0	0
Accrued expenses and other current liabilities	1,012,947	798,026
Other long-term liabilities	0	(98,360)
Contract liabilities	(1,715,892)	0
Net cash used for operating activities - continuing operations	(6,490,519)	(5,854,995)
Net cash used for operating activities - discontinued operations	553,133	(215,879)
Net cash used for operating activities	(5,937,386)	(6,070,874)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for equipment	(25,707)	(58,807)
Capital expenditures for internally developed software	(137,565)	(201,436)
Investment in Quintar	0	(200,000)
Proceeds from the sale of equipment	4,493	0
Cash and restricted cash acquired in SportsHub Gaming Network Merger	48,859,270	0
Payments relating to the acquisition of FourCubed	(388,000)	(5,883,477)
Net cash generated by/(used) for investing activities - continuing operations	48,312,491	(6,343,720)
Net cash generated by (used) for investing activities - discontinued operations	(10,423)	1,932,000
Net cash generated by/(used) for investing activities	48,302,068	(4,411,720)
CASH FLOWS FROM FINANCING ACTIVITIES:
Collection of stock subscription	0	5,266
Proceeds from debt	3,250,000	0
Repayments of debt	(549,225)	0
Payments of debt issue costs	(25,432)	0
Net advances to and proceeds from Affiliate	0	(190,155)
Proceeds from issuance of Series B preferred stock	0	6,000,000
Proceeds from issuance of ordinary shares, prefunded warrants and regular warrants, net of issuance costs	0	9,838,711
Proceeds from the exercise of stock options	0	24,263
Net cash generated by financing activities - continuing operations	2,675,343	15,678,085
Net cash generated by financing activities - discontinued operations	0	0
Net cash generated by financing activities	2,675,343	15,678,085
Net change in cash and restricted cash	45,040,025	5,195,491
Cash and restricted cash, beginning of year	6,065,461	2,585,180
Less cash from discontinued operations	648,000	1,715,210
Cash and restricted cash, end of year	50,457,486	6,065,461
Cash	39,324,529	6,065,461
Restricted cash	11,132,957	0
Cash included in current assets from discontinued operations		1,715,210
Total cash and restricted cash	50,457,486	6,065,461
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	109,165	0
Cash paid for taxes	19,916	0
NON-CASH INVESTING ACTIVITIES:
Issuance of ordinary shares in MTS Merger	0	22,110,032
Issuance of ordinary shares in FourCubed Acquisition	0	1,606,602
Issuance of ordinary shares in SportsHub Gaming Network Merger	1,370,287	0
Issuance of ordinary shares for advisory services	172,000	0
Consideration due for FourCubed Acquisition	0	691,523
NON-CASH FINANCING ACTIVITIES:
Series A Preferred Stock discount accretion	0	373,560
Series A Preferred Stock dividend accretion	0	91,192
Dividends on Series A Preferred Stock in common stock	0	94,700
Issuance of Series A-1 preferred stock in ordinary shares	0	1,729,101
Issuance of Series A-1 preferred stock in exchange for commitment fee	0	4,766,727
Issuance of Series B preferred stock in exchange for commitment fee	0	25,111,479
Dividends on Series B preferred stock in Series A-1 preferred stock	8,862	315,632
Conversion of Series A-1 preferred stock into ordinary shares	0	6,495,828
Conversion of Series B preferred stock into ordinary shares	0	24,262,771
Dividend due to forgiveness of MTS intercompany loan	$ 2,039,000	$ 0

NET ASSETS AND LIABILITIES ASSU

NET ASSETS AND LIABILITIES ASSUMED IN ACQUISITION OF SPORTSHUB GAMING NETWORK	Dec. 31, 2022 USD ($)
Accounts receivable	$ 776,530
Prepaids and other assets	1,100,433
Operating right-of-use asset	230,680
Accounts payable and accrued liabilities	(2,125,707)
NET ASSETS AND LIABILITIES ASSUMED IN ACQUISITION OF SPORTSHUB GAMING NETWORK [Member
Cash and Restricted Cash	48,859,270
Accounts receivable	186,712
Prepaids and other assets	1,916,932
Operating right-of-use asset	95,793
Equipment	11,953
Goodwill and intangible assets	7,358,703
Accounts payable and accrued liabilities	(284,345)
Customer obligations	(42,600,997)
Prize liabilties	(5,056,120)
Note payable	(5,387,851)
Other long-term liabilities	(106,703)
Deferred Revenue	(3,574,285)
Deferred tax liability	(48,775)
Net assets acquired	$ 1,370,287

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 1 – Summary of Significant Accounting Policies Nature of Business SharpLink Gaming Ltd. (the "Company” or "SharpLink,” formerly Mer Telemanagement Services or "MTS”), is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Gaming Network (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the "MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol "SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders own 86% of the Company, on a fully diluted and as-converted basis, and has majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represents a reverse acquisition in which SharpLink, Inc. is the accounting acquirer and legacy MTS is the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination. Principles of Consolidation The accompanying consolidated financial statements include the accounts of SharpLink Gaming Ltd. and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation. We operate in four reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. See Note 16. Functional Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income, net within the consolidated statements of operations. Purchase Accounting The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in Provision for Income Taxes. Discontinued Operations In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company completed the sale of MTS on December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. Restricted Cash Restricted cash consists of funds held for payment of prize liabilities for its various daily and seasonal peer-to-peer fantasy games, as well as private fantasy league dues from customers who utilize the services offered via the Company’s secure online payment and league dues management website. The Company maintains separate accounts to segregate users’ funds from operational funds. Concentrations of Credit Risk Cash and restricted cash are deposited with major banks in the United States, Israel and Hong Kong. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the FDIC limit per bank is $250,000. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. The following represents the cash and restricted cash on hand at December 31, 2022 by banking institution and does not include any reduction for the FDIC insured limit of $250,000. Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 $ 50,457,486 The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. Accounts Receivable The Company’s policy for estimating the allowance for credit losses on accounts receivables considers several factors including historical loss experience, the age of delinquent receivable balances due, and economic conditions. Specific customer reserves are made during review of significant outstanding balances due, in which customer creditworthiness and current economic trends may indicate that it is probable the receivable will not be recovered. Accounts receivables are written off after collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in selling, general and administrative expense. Allowance for credit losses as of December 31, 2022 and 2021 were $0 and $0, respectively. During the years ended December 31, 2022 and 2021, no amount of the allowance for credit losses balance was collected. Investment, cost During the year ended December 31, 2021, the Company invested $200,000 in Quintar, Inc. an augmented reality company headquartered in California. This investment provided the Company with 280,903 shares, which equates to an 1.12% ownership interest in Quintar. SharpLink does not exercise significant control over Quintar due to its minority ownership role and the fact that SharpLink does not have a seat on Quintar’s Board of Directors, nor hold any special voting rights. As a result, of the Company’s lack of influence over Quintar and the fact that the valuation of Quintar is not easily determinable (privately held business with few transactions) the Company accounts for the Quintar investment through the cost method of accounting. The Company reviews the investment for impairment at each reporting period based on current conditions. This is informed by Quintar’s operating results and financing activities. No impairment was indicated related to the Quintar investment for the year ended December 31, 2022 and 2021. Equipment Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2022 and 2021, was $25,345 and $28,891, respectively. Accumulated depreciation as of December 31, 2022 and 2021 was $100,733 and $86,989, respectively. Leases The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For a lease with terms greater than year, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Intangible and Long-Lived Assets Intangible assets consist of internally developed software, customer relationships, trade names and acquired technology and are carried at cost less accumulated amortization. The Company amortizes the cost of identifiable intangible assets on a straight-line basis over the expected period of benefit, which ranges from three to ten years. Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years. The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $137,565 and $201,436 of costs in the development of its software for the years ended December 31, 2022 and 2021, respectively. The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. In accordance with the approval by the Company’s Board of Directors to sell MTS in June 2022, management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge for $1,224,671. The impairment charge was determined based on an assessment of the realization of assets, the ultimate disposition of liabilities and the related carrying value of assets. The impairment charge has been included in the Loss from Discontinued Operations, net of tax line item in the consolidated statement operations for the year ended December 31, 2022. Goodwill and Impairment The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the goodwill may be impaired. Factors that could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry or economic trends. The Company completes impairment reviews for its reporting units using a fair-value method based on management’s judgments and assumptions. When performing its annual impairment assessment, the Company evaluates the recoverability of goodwill assigned to each of its reporting units by comparing the estimated fair value of the respective reporting unit to the carrying value, including goodwill. The Company estimates fair value utilizing the income approach and the market approach or a combination of both income and market approaches. The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. The Company recorded goodwill impairment of $1,515,000, which was due to the loss of access to players in the Russian market due to the exit of FourCubed’s largest customer from that market (see Note 3 – Acquisitions – FourCubed – Purchase Price Allocation). The extent of impairment was determined based upon the projected performance of the reporting unit, as determined using an income approach valuation methodology. Key assumptions included in the determination of the reporting unit’s fair value included revenue growth, operating margin, long-term growth rate and discount rate. During the year ended December 31, 2021, the Company recorded goodwill impairment of $21,722,213 in the Enterprise TEM reporting unit, which is included in the Enterprise TEM operating segment. The Enterprise TEM reporting unit had goodwill of $858,819 and a negative carrying amount of net assets as of December 31, 2021. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material. Accounts Payable The composition of accounts payable and accrued expenses are as follows: December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 $ 2,125,707 $ 1,404,022 Prize Liability The Company’s prize liability consists of funds to be paid to participants of the various fantasy games hosted by the Company. These prizes are paid to the participants once a fantasy game has concluded and final winners have been determined. Customer Deposits The Company’s liability for customer obligations is in wallet accounts and accounts on the SportsHub platform. Cash related to these accounts may be drawn at the customer’s request. Severance Pay Certain of the Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 ("Section 14”). Pursuant to Section 14, the Company’s employees, covered by this section, are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, which are made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s balance sheet. With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $342,000 and $366,000 for December 31, 2022 and 2021, respectively, is recorded in other current liabilities from discontinued operations in the consolidated balance sheet. The value of these deposits of $279,000 and $284,000 for December 31, 2022 and 2021, respectively, is recorded in current assets from discontinued operations in the consolidated balance sheet. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. Transactions with SportsHub Prior to December 22, 2022 (see Note 3 – Acquisitions – SportsHub Games Network, Inc.), SportsHub owned approximately 40% of the outstanding ordinary shares of the Company. SportsHub has historically paid direct expenses incurred by the Company’s Sports Gaming Client Services business unit (“STI”), which includes salaries and related expenses for the employees of STI. SportsHub collects cash on behalf of STI’s revenue generating activities. The Company was allocated cost of revenue and selling, general, and administrative expenses totaling $285,673 from January 1, 2022 through December 22, 2022 and $284,625, for the year ended December 31, 2021, for costs incurred by SportsHub that were clearly applicable to the current and future revenue producing activities of the Company. Management has allocated these expenses using judgement based on the most reasonable method for the type of expense. Allocation methods were based on headcount, budgeting, salaries expense, and revenue depending on the nature of the expense. Redeemable Preferred Stock Issued with a Commitment Fee The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for a redeemable equity instrument issued with a freestanding-instruments (e.g. commitment fee), such as in the issuance upon the date the SharpLink stock is listed or quoted on any trading market (Going Public Transaction). In circumstances in which redeemable convertible preferred stock is issued with a commitment fee, the proceeds from the issuance of the convertible preferred stock are first allocated to the commitment fee at its full estimated fair value. The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Going Public Transaction, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021. Treasury Stock Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity at the time of such event. Warrants The Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 83,334 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheet. Revenue The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Advertising and Marketing Expenses The Company incurred $459,976 in advertising and marketing expenses for the year ended December 31, 2022. The Affiliate Marketing Services – United States and the Affiliate Marketing Services – International operating segments generate revenue by earning commissions from sportsbooks and casino operators when a new depositor is directed to them by our affiliate marketing websites. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Sports Gaming Client Services operating segments’ performance obligations are satisfied over time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Company’s SportsHub operating segment collects fees from customers for daily and season-long online fantasy sports games in advance and recognizes the related fees over the term of the online fantasy game. It also collects various forms of fee revenue from customers using its wallet system platform. Its performance obligation is to provide these customers with an online platform to collect entry fees, provide transparency into league transactions, encourage timely payment of entry fees, safeguard funds during the season and facilitate end-of-season prize payouts. Fee revenue related to payment transactions is deferred until the end of the specific season. Other types of fee revenue are recognized on a transactional basis when users complete transactions or when a customer’s account becomes inactive under the terms of the user agreement. SportsHub also provides sports simulation software that customers pay a fee to access over a period of time. SportsHub provides and maintains the software throughout the duration of the season, which constitutes a single performance obligation and revenue is recognized over the term of the service. SportsHub also collects subscription fees from users of its Fantasy National Golf Club. Its performance obligation under these contracts is to provide subscribers with access to SportsHub’s intellectual property. Revenue is initially deferred and recognized ratably over the subscription period. Any discounts, promotional incentives or waived entry fees are treated as a reduction in revenue. Any promotions where funds are issued to a user’s wallet account are recognized as marketing expenses, included in selling, general, and administrative expenses. Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service period. The Company estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. Income Taxe s The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, net operating losses, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. Net Loss Per Share Basic net loss per share is calculated by dividing net loss available to ordinary shareholders, adjusted for preferred stock discount accretion and dividends accrued on preferred stock, by the weighted-average number of ordinary shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if potential ordinary shares (also known as common) had been issued if such additional ordinary shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential ordinary shares have been excluded, as their effect would be anti-dilutive. At December 31, 2022, dividend accrued in Preferred Series A-1 stock of 66,303 shares, total issuable shares of Series B preferred stock of 124,810, total stock options of 2,889,124 and warrants of 4,003,593 were not included in the net loss per share calculation. Fair Value Measurements The Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles, which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability. Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our most critical estimates include those related to purchase accounting, intangibles and long-lived assets, goodwill and impairment, stock based compensation, discontinued operations and revenue recognition. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Contingencies From time to time, we may beco

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2022
Going Concern
Going Concern	Note 2 – Going Concern In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the year ending December 31, 2022, the Company had a net loss from continuing operations as of December 31, 2022 and 2021 of $15,303,402 and $33,469,830, respectively; and $6,510,965 and $5,854,995 of cash used in operating activities as of December 31, 2022 and 2021, respectively. To fund these planned losses from operations, the Company secured additional financing through a $3,250,000 term loan in January 2022, as described in Note 8 - Debt. To fund future operations, as described in Note 19, on February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank and executed a revolving promissory note of $7,000,000. Moreover, on February 14, 2023, the Company entered into a Securities Purchase Agreement (the "SPA”) with Alpha Capital Anstalt ("Alpha”), a current shareholder of the Company, pursuant to which the Company issued to Alpha an 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture (the "Debenture”) in the aggregate principal amount of $4,400,000 for a purchase price of $4,000,000. The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2022
Acquisitions
Acquisitions	Note 3 – Acquisitions Mer Telemanagement Solutions Ltd. (“MTS”) Description of the Transaction On July 26, 2021, Mer Telemanagement Solutions Ltd. (“MTS”), New SL Acquisition Corp., a wholly owned subsidiary of MTS (“Merger Sub”) and privately held SharpLink, Inc. (“SharpLink, Inc.”) entered into an Agreement and Plan of Merger (the "Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into SharpLink, Inc., with SharpLink, Inc. surviving as a wholly-owned subsidiary of legacy MTS (the “Reverse Merger” or “MTS Merger”). Following the MTS Merger, the Company changed its name from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. (the “Company”). On a pro forma and fully-diluted basis for the Company, SharpLink, Inc. shareholders own approximately 86% of the Company, inclusive of a stock option pool of 10% of the fully-diluted outstanding share capital of the Company, and legacy MTS securityholders own approximately 14% of the fully-diluted outstanding capital of the Company. As a result of the MTS Merger, each outstanding share of SharpLink, Inc. common stock was converted into the right to receive SharpLink Gaming Ltd. ordinary shares as calculated pursuant to the Exchange Ratio, as defined in the Merger Agreement. Each outstanding share of SharpLink, Inc. Series A preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series A-1 preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series B preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series B preferred stock, calculated pursuant to the Exchange Ratio. In connection with a closing condition of the Merger Agreement, a major shareholder of both legacy MTS and SharpLink, Inc., invested $6,000,000 in exchange for 3,692,865 shares of SharpLink Gaming Ltd. Series B preferred stock. Identification of Accounting Acquirer As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86% of the Company on a fully diluted and as-converted basis, and held a majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’ executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represented a reverse acquisition in which SharpLink, Inc. was the accounting acquirer and legacy MTS was the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which have been measured at estimated fair value as of the date of the business combination. Purchase Price The purchase price was based on the legacy MTS closing share price of $6.80 on July 26, 2021 and 2,492,162 and 670,789 of Ordinary Shares and Preferred Shares, respectively, outstanding as of July 26, 2021, as well as the fair value of 108,334 share options and warrants outstanding as of July 26, 2021. The following table represents the purchase consideration paid in the MTS Merger. Schedule of purchase consideration MTS issued and outstanding ordinary shares immediately prior to Merger 3,162,951 MTS share price on July 26, 2021 $ 6.80 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 The fair values of the MTS warrants and options, which are further disclosed in Notes 10 and 12, respectively, were determined using a Black Scholes option-pricing model with the following assumptions: Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 Purchase Price Allocation The MTS assets and liabilities were measured at estimated fair values at July 26, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of July 26, 2021 were as follows: Schedule of fair value of assets acquired and liabilities assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 $ 483,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the MTS Merger in the go-public transaction. During the year ended December 31, 2021, $21,722,213 of the MTS goodwill was impaired. The goodwill created in the acquisition is not expected to be deductible for tax purposes. The allocation of purchase price is subject to finalization during a period not to exceed one year from the acquisition date. Adjustments to the preliminary allocation of purchase price may occur related to finalization of income taxes. Transaction Costs SharpLink’s transaction costs incurred in connection with the MTS Merger were $3,084,341 for the year ended December 31, 2021. These costs were primarily comprised of professional fees, recorded in selling, general and administrative expenses in the consolidated statement of operations. The transaction costs are not expected to be deductible for tax purposes. Results of the Legacy MTS Business Subsequent to the Acquisition For the year ended December 31, 2021, the legacy MTS business had revenues and net loss of $1,517,001 and $22,173,554, respectively, which includes the impact of purchase accounting adjustments and goodwill impairment of $21,722,213. These results are included in the consolidated statements of operations for the period from July 26, 2021 through December 31, 2021. The financial results of the MTS business have been reflected as the Company’s Enterprise TEM segment from the date of acquisition. FourCubed Description of the Transaction On December 31, 2021, SharpLink Gaming Ltd., through its wholly owned subsidiary FourCubed Acquisition Company, LLC, acquired certain business assets of FourCubed (“FourCubed Acquisition”) for total consideration of $6,886,523 in cash and 606,114 ordinary shares of SharpLink Gaming Ltd. with an acquisition date fair value of $1,606,202. Consideration of $6,195,000 was paid on the date of closing, $130,000 plus repayment of cash acquired of $311,523 is due within 45 days after closing and $250,000 is due within six months after closing and subject to indemnity claims. Subsequent to closing, the seller is able to earn up to an additional 587,747 ordinary shares of SharpLink Gaming Ltd. by maintaining employment and meeting certain performance conditions (“ Earnout” Earnout The Company accounts for an earnout as business combination consideration or compensation in accordance with ASC 805, Business Combinations, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. Based on the terms of the agreement, the number of ordinary shares to be paid is fixed as of the agreement date and is paid in the form of ordinary shares in multiple tranches, contingent on continued employment and the achievement of performance milestones, such as business activities, revenue targets and gross margin targets. In March 2022, the seller’s employment was terminated. No performance-based milestones were achieved prior to termination. As the earnout is contingent upon achieving specified milestones and continued employment, the Company does not expect to recognize compensation cost related to the earnout. Purchase Price The purchase price was based on the cash consideration paid and 606,114 ordinary shares issued and valued at the closing share price of $2.65 on December 31, 2021. The following table represents the purchase consideration to be paid in the FourCubed Acquisition. Schedule of purchase consideration Ordinary shares issued to seller 606,114 Ordinary share price on December 31, 2021 $ 2.65 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 Purchase Price Allocation The FourCubed assets and liabilities were measured at estimated fair values at December 31, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including customer attrition rates, cost to recreate intellectual property and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 31, 2021 were as follows: Schedule of fair value of the assets acquired and liabilities assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 $ 4,928,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill, which is attributed to expected synergies and expanded market opportunities from combining the Company’s operations with FourCubed. The goodwill created in the acquisition is expected to be deductible for tax purposes. FourCubed earns advertising commissions from online gambling sites for connecting individuals to the sites. FourCubed has one performance obligation: to make the connection between the individual and the online gambling site. FourCubed is compensated for that delivery through a cost per acquisition model (CPA) or revenue share model. In February 2022, FourCubed was notified by Entain plc, a gaming operator from which FourCubed earned over 85 percent of its revenues, that it intends to exit the Russian market. FourCubed estimates that approximately 40 percent of its annual revenue, with an estimated operating income margin of 25 percent, is earned from players in the Russian market. The Company recorded $3,211,000 of impairment of the customer relationship and a goodwill impairment of $1,515,000, which was due to the loss of access to players in the Russian market due to the exit of FourCubed’s largest customer from that market. The extent of impairment was determined based upon the projected performance of the reporting unit, as determined using an income approach valuation methodology. Key assumptions included in the determination of the reporting unit’s fair value included revenue growth, operating margin, long-term growth rate and discount rate. Transaction Costs Transaction costs incurred in connection with the FourCubed Acquisition were $67,130 for the year ended December 31, 2021. These costs were primarily comprised of professional fees, recorded in selling, general and administrative expenses in the consolidated statement of operations. The transaction costs are expected to be deductible for tax purposes. SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022 (the “Close Date”), SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary) acquired all of the outstanding capital stock of SportsHub, via an Agreement and Plan of Merger, dated as of September 6, 2022 (“Merger Agreement”). In accordance with the terms of the Equity Purchase Agreement between the Acquirer, the Acquiree and an individual acting as the SportsHub stockholders’ representative (“the Stockholder Representative”): · SharpLink issued an aggregate of 4,319,263 ordinary shares to the equity holders of SportsHub, on a fully diluted basis. An additional aggregate of 405,862 ordinary shares are being held in escrow for SportsHub shareholders who have yet to provide the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the Merger Agreement. · SportsHub has merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. · SportsHub, which owned 8,893,803 ordinary shares of SharpLink prior to the merger, distributed those shares to SportsHub’s stockholders immediately prior to the consummation of the Merger. These shares were not part of the purchase consideration. · SharpLink assumed $5,387,850 of SportsHub’s debt as purchase consideration. Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of Acquiree following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $0.29 on December 22, 2022 and 4,725,125 of Ordinary Shares as well as the fair value of Seller’s term loan of $1,267,199 and line of credit of $4,120,651. The following table represents the purchase consideration paid in the SportsHub Acquisition: Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of fair value of assets acquired and liabilities assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of December 31, 2022, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $83,866 for the year ended December 31, 2022. These costs were primarily comprised of professional fees, recorded in selling, general and administrative expenses in the consolidated statement of operations. The transaction costs are not expected to be deductible for tax purposes. Results of the SportsHub Subsequent to the Acquisition The SportsHub Acquisition had revenues and net income of $951,194 and $42,908 respectively, which includes the impact of purchase accounting adjustments. These results are included in the consolidated statements of operations for the period from December 22, 2022 through December 31, 2022. The financial results of the SportsHub Acquisition have been included in the Company’s SportsHub segment from the date of acquisition. Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the years ended December 31, 2022 and 2021 as if the MTS Merger, FourCubed and SportsHub Acquisition had occurred on January 1, 2021. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $486,141 and $1,324,900 that would have been recognized related to the acquired intangible assets in 2022 and 2021, respectively, (ii) transaction costs and other one-time non-recurring costs which reduced expenses by $5,468,201 in 2021, and (iii) additional interest expense of $94,685 and $119,095 in 2022 and 2021, respectively, from the new debt arrangement described in Note 8. The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of MTS, FourCubed and SportsHub: 2022 2021 Revenues $ 12,108,434 $ 19,695,782 Loss from continuing operations (28,420,775 ) (90,132,215 ) Less: dividends accrued on series B preferred stock — (782,887 ) Net loss from continuing operations available to ordinary shareholders (28,420,775 ) (90,915,102 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (49,000 ) Net loss available to ordinary shareholders (28,350,751 ) (90,964,102 ) Basic and diluted: Net loss from continuing operations per share $ (1.14 ) $ (6.36 ) Net loss from discontinued operations per share — — Net loss per share $ (1.14 ) $ (6.36 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub, MTS Merger and FourCubed Acquisition been completed as of the date indicated or the results that may be obtained in the future.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases
Leases	Note 4 – Leases The Company leases certain office space under a long-term, non-cancelable operating lease agreement. The contract provides the Company the right to substantially all of the economic benefits from the use of the office space and the right to direct the use of the office space, thus it is considered to be or contain a lease. An operating right-of-use (“ROU”) asset and lease liability were recognized based on the present value of the future lease payments over the expected lease term. The lease has an original term that expires in December 2023 with an option to extend the term for three years. The Company has included the optional renewal period in the lease term because the Company determined after considering all economic factors that the Company is reasonably certain to exercise the option to extend the lease. The agreement requires the Company to pay real estate taxes, insurance, and repairs. There was no allocation of consideration to any non-lease component as the amounts were not material. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The Company determined the incremental borrowing rate based on the Company’s applicable borrowing rates under its current financing agreements as of the commencement date of the standard adoption. Operating lease costs are recognized in the results of operations as a single lease cost in selling, general and administrative expenses. Total lease costs for the years ended December 31, 2022 and 2021 was $38,400 and the operating cashflows from operations leases for December 31, 2022 and 2021, was $38,400. The following summarizes the weighted-average remaining lease term and weighted-average discount rate: Schedule of weighted average remaining lease term and weighted-average discount rate 2022 2021 Weighted-average remaining lease term Operating leases 30 months 60 months Weighted-average discount rate Operating leases 5.67 % 6.00 % Maturity of noncancelable operating leases with terms greater than one year as of December 31, 2022 are as follows: Schedule of future minimum lease payment Year Ending December 31, Operating leases 2023 $ 31,070 2024 72,720 2025 67,736 2026 94,675 Total lease payments $ 266,201 Less: interest 25,094 Present value of lease liability $ 241,107

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2022
Intangible Assets
Intangible Assets	Note 5 – Intangible Assets Intangible assets as of December 31, 2022 and 2021 consist of the following: Schedule of Intangible assets Weighted-average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2022 Customer relationships 5-10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3-5 1,437,050 1,201,739 235,311 Internally developed software 5 749,147 288,530 460,617 Trade names 6 640,000 3,405 636,595 Software in development N/A 33,046 — 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Balance, December 31, 2021 Customer relationships 9 $ 4,304,000 $ 131,429 $ 4,172,571 Acquired technology 3 1,214,000 360,357 853,643 Internally developed software 5 654,022 142,050 511,972 Software in development N/A 13,354 — 13,354 $ 6,185,376 $ 633,936 $ 5,551,440 The change in the gross carrying amount of intangible assets as of December 31, 2022 compared to December 31, 2021 was due to acquisition of intangible assets of $2,390,000 from the SportsHub Acquisition, $137,867 of additional costs related to internally developed software that were capitalized during the year, offset by $3,211,000 of impairment charges of the customer relationship from the acquisition of certain business assets of FourCubed, which was due to the loss of access to players in the Russian market caused by the exit of FourCubed’s largest customer from that market. The extent of impairment was determined based upon the projected performance of the asset group and the current valuation of the customer relationship intangible, as determined using the multi-period excess earnings valuation methodology. Key assumptions included in the valuation of the customer relationship included revenue growth attrition, operating margin and discount rate. There is inherent uncertainty included in the assumptions used in intangible impairment testing. A change to any of the assumptions could lead to a future impairment that could be material. Amortization expense for the years ended December 31, 2022 and 2021 was $1,140,472 and $241,253, respectively. Estimated future amortization expense related to the intangible assets placed into service is as follows: Amount 2023 $ 724,564 2024 704,922 2025 673,281 2026 596,306 2027 526,949 Thereafter 465,665 $ 3,691,686

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2022
Goodwill
Goodwill	Note 6 – Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: Schedule of goodwill SportsHub Gaming Sports Gaming Client Services Affiliate Marketing Services - International Total Balance as of December 31, 2021 $ — $ 381,000 $ 3,130,167 $ 3,511,167 Goodwill 4,919,928 — — 4,919,928 Less: Impairment charges — — (1,515,000 ) (1,515,000 ) Balance as of December 31, 2022 $ 4,919,928 $ 381,000 $ 1,615,167 $ 6,916,095 Cumulative goodwill impairment charges $ — $ — $ 1,515,000 $ 1,515,000 For the year ending December 31, 2022, the Company recorded goodwill impairment of $1,515,000, which was due to the loss of access to players in the Russian market due to the exit of FourCubed’s largest customer from that market (see Note 3 – Acquisitions – FourCubed – Purchase Price Allocation). The extent of impairment was determined based upon the projected performance of the reporting unit, as determined using an income approach valuation methodology. Key assumptions included in the determination of the reporting unit’s fair value included revenue growth, operating margin, long-term growth rate and discount rate. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material.

Line of Credit

Line of Credit	12 Months Ended
	Dec. 31, 2022
Line of Credit
Line of Credit	Note 7 – Line of Credit The Company, through the SportsHub Acquisition, has available a variable rate (8.25% as of December 31, 2022) bank line of credit for $5,000,000, expiring June 15, 2023. There was $4,120,651 outstanding as of December 31, 2022.

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt
Debt	Note 8 – Debt On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $3,250,000 term loan agreement with a financial institution. The agreement bears annual interest at a rate of 4.0% and requires a fixed monthly payment of $59,854, consisting of principal and interest, through the term loan’s maturity, which is January 31, 2027. The Company capitalized $25,431 of loan initiation fees associated with the agreement which are presented net within Debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations. For the year ended December 31, 2022, FCAC paid $549,225 and $109,165 in principal and interest, respectively. The remaining principal balance outstanding on the term loan is $2,700,775 as of December 31, 2022, of which $620,173 is due within the next year. In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.25. As of December 31, 2022 FCAC was not in compliance with the quarterly debt service coverage ratio. The bank has waived this non-compliance in the quarterly debt service coverage ratio and has revised the quarterly debt service compliance ratio. Management believes it will be in compliance going forward. Included in the SportsHub liabilities was a $2,000,000 term loan agreement with a financial institution. The agreement bears annual interest at a rate of 5.50% percent and requires a fixed monthly payment of $38,202, consisting of principal and interest, through the term loan’s maturity, which is December 9, 2025. Included in the term loan liability is $29,975 of loan initiation fees associated with the agreement which are presented net within Debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations. A summary of the term loan agreements is noted below: 2022 Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub $ 1,267,200 Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC 2,700,775 3,967,975 Less unamortized debt issuance costs 17,359 Less current portion 1,018,918 Long-term debt $ 2,931,698 The outstanding amount of debt as of December 31, 2022 matures by year as follows: Year Amount 2023 $ 1,018,918 2024 1,066,808 2025 1,119,689 2026 700,256 2027 62,304 Total $ 3,967,975 The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s redomicile to the United States.

Convertible Preferred Stock

Convertible Preferred Stock	12 Months Ended
	Dec. 31, 2022
Convertible Preferred Stock
Convertible Preferred Stock	Note 9 – Convertible Preferred Stock On December 23, 2020, the SharpLink, Inc. board authorized the establishment and designation of 9,000 shares of 8% convertible preferred stock (“Series A preferred stock”) at $0.01 par value. Additionally, the SharpLink, Inc. board reserved 4,150,000 shares of common stock issuable upon the conversion of the shares of Series A preferred stock. On December 23, 2020, SharpLink, Inc. entered into a securities purchase agreement with an investor to issue 2,000 shares of Series A preferred stock for $2,000,000 (“First Tranche”). Terms of the Series A preferred stock are as follows: Voting Dividends Liquidation Conversion Second Tranche Commitment Fee Redemption On June 15, 2021, SharpLink, Inc. entered into the first amendment to the securities purchase agreement, which amended the following terms: Second Tranche Commitment Fee On July 23, 2021, SharpLink, Inc. entered into the second amendment to the securities purchase agreement, which amended the following terms: Second Tranche On July 26, 2021, the Company’s board authorized the establishment and designation of 525,016 shares of Series A-1 Convertible preferred stock ("Series A-1 preferred stock”) at $0.01 par value. Terms of the Series A-1 preferred stock are as follows: Voting Liquidation Conversion Redemption On July 26, 2021, the Company’s board authorized the establishment and designation of 2,765,824 shares of Series B convertible preferred stock ("Series B preferred stock”) at $0.01 par value. Terms of the Series B preferred stock are as follows: Voting Dividends Liquidation Conversion Redemption On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. ("MTS”) (the "MTS Merger”) and changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol "SBET.” The MTS Merger was effectuated by a share exchange in which MTS issued shares to SharpLink, Inc. shareholders, resulting in SharpLink, Inc. shareholders owning approximately 86% of the capital stock of SharpLink Gaming Ltd., on a fully-diluted, as-converted basis. The exchange ratio used to determine the number of shares issued to SharpLink, Inc. shareholders was 1.3352, which was calculated pursuant to the terms of the Merger Agreement. At the Company’s Extraordinary General Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved an Amended and Restated Articles of Association, which was effected upon consummation of the MTS Merger. The Amended and Restated Articles of Association increased the registered share capital to 92,900,000 ordinary shares, 800,000 shares of Series A preferred stock, 2,600,000 shares of Series A-1 preferred stock and 3,700,000 shares of Series B preferred stock, each at a par value of $0.02, reflecting the reverse stock split at a ratio of 1-to-2, which became effective on July 26, 2021 immediately prior to the effectiveness of the MTS Transaction. The terms of the Series A preferred stock, Series A-1 preferred stock and Series B preferred stock authorized by the Company are consistent with the terms of the SharpLink, Inc. Series A preferred stock, Series A-1 preferred stock and Series B preferred stock. The Company’s equity structure was adjusted for all periods presented in the consolidated statements of shareholders’ equity using the exchange ratio established in the Merger Agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition. Ordinary share par value and additional paid-in capital was adjusted for all periods presented in the consolidated statements of shareholders’ equity to reflect the new par value of ordinary shares after the 1-to-2 reverse stock split. The MTS Merger represented a Going Public Transaction. Immediately prior to the MTS Merger, the outstanding shares of the SharpLink, Inc. Series A preferred stock were exchanged for 1,230,956 shares of Series A-1 preferred stock in the Company. Additionally, the holder of the Series A preferred stock received 700,989 shares of Series A-1 preferred stock in the Company to settle the commitment fee and 3,692,862 shares of Series B preferred stock in the Company in exchange for $6,000,000 to settle the second tranche commitment. Subsequent to the July 2021 MTS Merger, the holder of the Series A-1 preferred stock and Series B preferred stock converted 1,931,945 and 3,568,055 shares, respectively, to ordinary shares of the Company, each at a 1:1 ratio. Subsequent to the conversion, the holder maintained 124,810 shares of Series B preferred stock through the year ended December 31, 2021, which accrued dividends in Series A-1 preferred stock amounting to 54,737 outstanding as of December 31, 2021. During 2022, the Series B preferred stock accrued additional dividends in Series A-1 preferred stock of 11,566, for total shares outstanding of 66,303 Preferred Series A-1 and 124,810 shares of Series B Preferred Stock as of December 31 2022.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants
Warrants	Note 10 – Warrants Warrant – Advisory Services On February 1, 2021, SharpLink, Inc. issued a common stock purchase warrant ("warrant”) in exchange for advisory services, which gave the holder the right to purchase up to 636,867 shares of SharpLink, Inc.’s common stock. The terms of the warrant are as follows: Voting and Dividends Exercisability and Termination Dates Exercise Price The warrant is in the scope of ASC 718, Compensation – Stock Compensation, as a share-based payment issued to nonemployees in exchange for services. Compensation costs for a nonemployee share-based payment award with a performance condition, such as the Going Public Transaction, is recognized when the performance condition becomes probable of occurrence, which in SharpLink, Inc.’s case is when the Going Public Transaction is completed. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. The warrant vested and became fully exercisable into 850,330 ordinary shares in the Company immediately prior to the MTS Merger. The warrant’s grant date fair value of $2,001,677 was recognized upon the completion of the Going Public Transaction using a Black Scholes option-pricing model with the following assumptions: Fair value of ordinary shares on grant date $ 2.36 Exercise price $ 0.01 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 % SharpLink, Inc.’s underlying stock was not publicly traded on the issuance date of the warrant but its fair value was estimated using a straight-line calculation, with the benefit of hindsight, between the fair values determined as of December 31, 2021 and July 26, 2021 of $0.63 per share and $6.80 per share, respectively. SharpLink, Inc.’s underlying stock fair value was determined on December 31, 2021 using recent equity financings and on July 26, 2021 using the Company’s publicly traded share price. The Company determined that the straight-line calculation provides the most reasonable basis for the valuation of the warrant issued on February 1, 2021, because the Company did not identify any single event that occurred during this interim period that would have caused a material change in value. The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. Warrants - MTS Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 58,334 ordinary shares, at an exercise price of $2.642, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 25,000 ordinary shares, with a $0 exercise price, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prefunded Warrants and Regular Warrants On November 16, 2021, the Company entered into a Securities Purchase Agreement with an existing institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,413,075 of the Company’s ordinary shares at an offering price of $3.75 per share. In addition, the Company sold to the same investor certain prefunded ordinary share purchase warrants ("Prefunded Warrants”) to purchase 1,253,592 ordinary shares. The Prefunded Warrants were sold at an offering price of $3.74 per warrant share and are exercisable at a price of $0.01 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Prefunded Warrant purchased in the offering, an additional ordinary share purchase warrant, each to purchase one ordinary share ("Regular Warrants”). The Regular Warrants are initially exercisable six months following issuance and terminate four years following issuance. The Regular Warrants have an exercise price of $4.50 per share and are exercisable to purchase an aggregate of 2,666,667 ordinary shares. The terms of the Prefunded Warrants are as follows: Voting and Dividends Vesting Date Termination Date The terms of the Regular Warrants are as follows: Voting and Dividends Vesting Date Termination Date The Prefunded Warrants and Regular Warrants do not require a cash settlement for the warrants. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. The fair value of the Prefunded Warrants and Regular Warrants was determined using a Black Scholes option-pricing model with the following assumptions: Schedule of assumptions Prefunded Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % Schedule of assumptions Regular Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % The fair value of ordinary shares was based on the Company’s publicly traded ordinary share price. The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock and the Company’s publicly traded ordinary shares. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. For the year ended December 31, 2022, there have been no issuances of new warrants, no conversion of outstanding warrants, and all warrants outstanding are fully vested: Schedule of warrant outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — Issued and vested — — — — — — — — Acquired — — — — — — — — Converted to ordinary shares — — — — — — — — Ending balance, December 31, 2022 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 1,253,592 1,253,592 2,666,667 — Acquired — — 83,334 83,334 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 —

Fair Value

Fair Value	12 Months Ended
	Dec. 31, 2022
Fair Value
Fair Value	Note 11 – Fair Value In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy: Level 1 Level 2 Level 3 Assumptions Used in Determining Fair Value of the Commitment Fee at December 31, 2021 The commitment fee, which required the Company to sell to the Series A preferred stock shareholder 3,692,862 shares of Series B preferred stock for $6,000,000 and to issue Series A-1 preferred stock equal to 3% of the Company’s issued and outstanding capital immediately following the Second Tranche (collectively, the commitment fee and second tranche), required the Company to transfer a variable number of shares outside of its control and is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. The Company utilized a Monte Carlo simulation to value the commitment fee. The Company selected this model as it believes it is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the commitment fee. Such assumptions include, among other inputs, stock price volatility, risk-free rate, probability of completing a Going Public Transaction, conversion price of the preferred stock and the underlying stock price. The Company’s underlying stock fair value was determined using a straight-line calculation, consistent with the method described for the Warrant – Advisory Services in Note 10. Immediately prior to the MTS Merger, the holder of the Series A preferred stock received 700,989 shares of Series A-1 preferred stock in the Company to settle the commitment fee. The change in the commitment fee was $23,301,206 for the year ended December 31, 2021 and is recorded in commitment fee expense in the consolidated statement of operations. The value of the exchange of the Series A preferred stock for the commitment fee was determined using the quoted-market price of the Company’s stock on the MTS Merger date, $6.80 per ordinary share, on the settlement date of July 26, 2021. Significant inputs and assumptions used in the valuation model as of December 31, 2021, were as follows: Schedule of inputs and assumptions of valuation model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 0.63 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 52,077,000 The change in the commitment fee between December 31, 2020 and 2021 consisted of the following: Schedule of commitment fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ —

Stock Compensation

Stock Compensation	12 Months Ended
	Dec. 31, 2022
Stock Compensation
Stock Compensation	Note 12 – Stock Compensation During 2020, SharpLink, Inc. approved and adopted the 2020 Stock Incentive Plan (the "2020 plan”), which permits the grant of stock options to its employees, directors and consultants for up to 400,000 shares of SharpLink, Inc. common stock. In connection with the MTS Merger, the Company adopted the 2021 Equity Incentive Plan (the "2021 plan”) and reserved 2,336,632 ordinary shares of the Company for issuance. The Company believes that awards under the 2020 and 2021 plans better align the interests of its employees with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plan. The Company granted 360,000 options under the 2020 plan for the year ended December 31, 2021. In connection with the MTS Merger, the outstanding options were adjusted by the Exchange Ratio of 1.3352 pursuant to the Merger Agreement. The Company granted 2,493,500 and 1,312,000 options under the 2021 plan for the year ended December 31, 2022 and 2021, respectively. To provide for adequate shares to issue to these employees, certain executives forfeited an aggregate 1,140,000 options, 360,000 of which were vested. As a result, 780,000 options are deemed to have been forfeited and 360,000 options are deemed to have expired. In accordance with the provisions of ASC 718, all unrecognized stock compensation associated with these forfeited or expired options must be expensed immediately and resulted in the recognition of $1,655,506 in the second quarter of 2022 which would have otherwise been recognized over approximately the next 18 months. As of December 31, 2022, the Company has reserved 5,436,632 ordinary shares of the Company for issuance. The Company recognized stock compensation expense of $2,486,151 and $1,656,674 for the years ended December 31, 2022 and 2021, respectively. The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the expected term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. All option grants during the year ended December 31, 2022 and 2021 were granted under the 2021 plan subsequent to the MTS Merger. All option grants made under the SharpLink, Inc. 2020 plan were prior to the MTS Merger. SharpLink, Inc.’s underlying stock was not publicly traded, but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. Schedule of estimates the volatility 2022 2021 Expected volatility 51.1 - 53.7% 51.0 - 51.8% Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 - 6.0 5.5 - 6.0 Risk-free rate 1.44 - 4.24% 0.79 - 1.24% Fair value of Ordinary Shares on grant date $0.31 - $1.33 $1.05 - $3.29 The summary of activity under the plans as of December 31, 2022, and change during the year ended December 31, 2022 is as follows: Options Shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2021 1 1,783,567 $ 4.96 $ - - $ 830,250 Granted 2 2,496,500 $ 1.00 $ 0.52 - $ - Exercised - $ - $ - - $ - Forfeited (1,007,796 ) $ 5.46 $ 2.56 - $ - Expired (383,147 ) $ 6.37 $ - - $ - Outstanding as of December 31, 2022 2,889,124 $ 1.14 $ - 9.3 $ 7,750 Exercisable as of December 31, 2022 866,727 $ 1.46 $ - 8.7 $ 7,750 1 Equity structure was adjusted for all periods presented using the exchange ratio, 1.3352, established in the Go-Public Merger Agreement with Mer Telemanagement Solutions Ltd. to reflect the number of shares of SharpLink, Inc. (the accounting acquiree) issued in the reverse acquisition. See Note 3 in the consolidated financial statements accompanying this Annual Report on Form 10-K for a discussion of the MTS Merger. Unamortized stock compensation expense of $1,009,269, and $2,375,624, as of December 31, 2022 and 2021 will be amortized through 2025 for 2,022,403 of unvested stock options as of December 31, 2022. The summary of activity under the plans as of December 31, 2021, and change during the year ended December 31, 2021 is as follows: Options Shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2020 480,664 $ 0.94 - $ Granted 1,337,000 $ 6.21 - $ - Exercised (25,917 ) $ 0.94 - $ - Forfeited (8,180 ) $ 2.04 - $ - Outstanding as of December 31, 2021 1,783,567 $ 4.96 9.4 $ 830,250 Exercisable as of December 31, 2021 658,290 $ 3.78 9.3 $ 571,099

Revenue Recognition

Revenue Recognition	12 Months Ended
	Dec. 31, 2022
Revenue Recognition
Revenue Recognition	Note 13 – Revenue Recognition During the year ended December 31, 2022, the Company combined its revenue into the following categories: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 353,200 $ - $ 2,493,685 $ - $ 2,493,685 Fee revenue - - - 951,196 951,196 Services and other 62,250 3,427,698 - - 3,843,148 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 During the twelve months ended December 31, 2021, the Company combined its revenue into the following categories: Affiliate Marketing Services - U.S. Affiliate Marketing Services -International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 211,528 $ - $ 2,424,229 $ - $ 2,625,737 Services and other - - - - - Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “Right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them. Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation. The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. Generally, the Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved. The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below: For the year ended December 31, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 62,250 $ 3,427,698 $ - $ 808,418 $ 4,298,366 Over time 353,200 - 2,493,685 142,778 2,989,663 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 For the year ended December 31, 2021: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Over time 211,528 - 2,424,229 - $ 2,635,757 Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. The Company recognized contract assets related to direct costs incurred to fulfill the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized. The activity in the contract assets for the years ending December 31, 2022 and 2021 are as follows: Amount Balance as of December 31, 2021 $ 147,913 Labor costs expensed (483,524 ) Labor costs deferred 554,727 Balance as of December 31, 2022 $ 219,116 The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of contract assets and liabilities 2022 2021 Accounts receivable $ 776,530 $ 793,795 Unbilled revenue (reported in accounts receivable) 47,000 162,760 Contract assets 219,116 147,913 Contract liabilities (2,166,451 ) (308,058 ) The activity in the contract liabilities for the years ending December 31, 2022 and 2021 are as follows: Amount Balance as of December 31, 2021 $ (308,058 ) SportsHub acquired balance (3,574,285 ) Revenue recognized or reclassified 2,846,755 Deferred revenue (1,130,863 ) Balance as of December 31, 2022 $ (2,166,451 ) All contract liabilities at December 31, 2022 and 2021 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoice in relation to the timing of revenue as described above. Contracted but unsatisfied performance obligations were approximately $850,000 and 3,246,000 as of December 31, 2022 and 2021, respectively, of which the Company expects to recognize the entire amount in revenue over the next year. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements. The Company had two customers that accounted for approximately 45% of revenue in 2022. There was $572,621 due from these customers at December 31, 2022. The Company had four customers that accounted for approximately 49% of revenue in 2021. There was $456,460 due from these customers at December 31, 2021.

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2022
Segment Information
Segment Information	Note 14 – Segment Information The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management ("Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed Acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022. The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them. The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service ("SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise. The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there. The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2022 and 2021 and was sold in December 2022. (See Note 16.) Any intercompany revenues or expenses are eliminated in consolidation. All of the Company’s operating revenues and expenses, other than those excluded from Adjusted EBITDA as detailed below, are allocated to the Company’s reportable segments. The Company defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense, income tax provision, and depreciation and amortization, and further adjusted for stock compensation expense, transaction expenses, commitment fee expense and impairment expense, as described in the reconciliation below. A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below. Summarized financial information for the Company’s reportable segments as of and for the years ended December 31, 2022 and 2021 is shown below: 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 Cost of revenues 141,736 2,127,555 3,119,178 765,965 - 6,154,434 Income (loss) from operations (9,471,593 ) (5,026,352 ) (1,027,484 ) 48,912 - (15,476,517 ) Income from discontinued operations - - - - 70,024 70,024 Net income (loss) $ (9,183,309 ) $ (5,135,517 ) $ (1,027,484 ) $ 42,908 $ 70,024 $ (15,303,402 ) 2021 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Cost of revenues 64,070 - 2,871,049 - - 2,935,191 Income (loss) from operations (32,773,402 ) - (696,428 ) - - (33,469,830 ) Loss from discontinued operations - - - - (22,174,305 ) (22,174,305 ) Net income (loss) $ (32,774,152 ) $ - $ (696,427 ) $ - $ (22,174,305 ) $ (55,644,135 ) Summarized revenues by country in which the Company operated for the years ended December 31, 2022 and 2021 is shown below: December 31, 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 415,450 $ - $ 2,493,685 $ 951,196 $ - $ 3,860,331 Rest of World - 3,427,698 - - - 3,427,698 Revenues $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 December 31, 2021 United States $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Rest of World - - - - - - Revenues $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 The Company does not have material tangible long-lived assets in foreign jurisdictions. The Company’s Affiliate Marketing Services International and Sports Gaming Client Services segment derives a significant portion of its revenues from several large customers. The table below presents the percentage of consolidated revenues derived from the two segments: Schedule of consolidated revenues 2022 2021 Customer A 35 % 15 % Customer B 10 % 10 % Customer C * % 10 % Customer D * % 14 % * Revenue from customer was less than 10% for the years ended December 31, 2022 and 2021.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes
Income Taxes	Note 15 – Income Taxes Deferred tax assets and liabilities from continuing operations as of December 31, 2022 and 2021 consist of the following: Schedule of Deferred tax assets and liabilities 2022 2021 Deferred tax assets Net operating losses $ 4,891,195 $ 8,927,213 Research and development tax credit 95,597 30,429 Nonqualified stock options 100,373 334,519 Equipment 8,885 1,256 Goodwill 285,511 14,088 Bad debts — 120,608 Intangible Assets 713,206 — Accrued expenses and other 117,511 425,327 Business interest expense — — Gross deferred tax assets 6,212,278 9,853,440 Valuation allowance (6,218,484 ) (9,728,975 ) Net deferred tax assets $ (6,206 ) $ 124,465 Deferred tax liabilities Intangible assets — (130,046 ) Goodwill — — Deferred tax liabilities — (130,046 ) Net deferred tax liability $ (6,206 ) $ (5,558 ) As of December 31, 2022, the Company maintained a valuation allowance against certain deferred tax assets to reduce the total to an amount management believed was appropriate. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As of December 31, 2022, the Company has a federal tax net operating loss carryforward of $21,500,845, which will be available to offset future taxable income indefinitely. The Company has net operating loss carryforwards in various states. The net tax effected value of those state net operating loss carryforwards is $376,018. The state net operating loss carryforwards will begin to expire in 2035 and are available to offset future taxable income or reduce taxes payable through 2040. The Company also has net operating loss carryforwards in foreign jurisdictions of approximately $30,000,000. For the Enterprise TEM division that is classified in discontinued operations (see Note 16), the net operating losses carryforwards have been discontinued due to the sale of MTS on December 31, 2022. The foreign net operating losses related to operations in Israel and Hong Kong that can be carried forward indefinitely. The Company has US federal and state research and development tax credits of $95,597 as of December 31, 2022, that will be available to offset future tax liabilities. Research and development tax credits will begin to expire in 2029. A company’s ability to utilize a portion of its net operating loss carryforwards to offset future taxable income may be subject to certain limitations under Section 382 of the Internal Revenue Code due to changes in the equity ownership of the Company. The Company has not completed a formal Section 382 analysis. In addition, future changes in ownership as defined in Section 382 of the Internal Revenue Code could put limitations on the availability of the net operating loss carryforwards. The Company has deferred assets of $6,683 related to discontinued operations. The provision for (benefit from) income taxes charged to income for the years ended December 31, 2022 and 2021 consist of the following: Schedule of income tax expenses benefits 2022 2021 US current tax expense $ 10,718 $ 2,999 Foreign current tax expense — — US deferred tax expense (benefit) 648 1,172 Provision for income tax expenses (benefit) $ 11,366 $ 4,171 A reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Schedule of Effective tax rate 2022 2021 Income tax benefit at federal statutory rate $ (3,288,865 ) 21.0 % $ (11,678,252 ) 21.0 % State and local income taxes net of federal tax benefit (83,610 ) 0.5 % (267,103 ) 0.5 % Rate differentials -- 0.0 % (4,020 ) 0.0 % Meals and entertainment, non-deductible expenses and tax-exempt income (44,073 ) -0.1 % 72,503 -0.1 % Incentive stock option expense 61,851 -0.1 % 59,055 -0.1 % Nondeductible goodwill impairment 167,130 -8.2 % 4,551,259 -8.2 % Nondeductible commitment fee — -8.8 % 4,893,253 -8.8 % PPP loan forgiveness income — 0.0 % — 0.0 % NQO Cancellations 680,002 0.0 % — 0.0 % Financial Statement True Up (5,919 ) 0.0 % — 0.0 % Change in provision for uncertain tax positions -- 0.0 % 1,177 0.0 % Change in valuation allowance 2,524,850 -4.3 % 2,376,299 -4.3 % Provision for income tax expenses (benefit) $ 11,366 0.0 % $ 4,171 0.0 % The Company has not provided any additional U.S. federal or state income taxes or foreign withholding taxes on the undistributed foreign earnings or basis differences as such differences have been considered indefinitely reinvested in the business. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable because of the complexities associated with its hypothetical calculation. The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, and various other states. The Company is not subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2018. The Company also files in Israel, Hong Kong and other foreign jurisdictions. The Company is not subject to audit in periods prior to 2018 in Israel and 2016, in Hong Kong The other foreign jurisdictions have various tax examination periods. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The following presents the change in accrued uncertain tax positions: Schedule of accrued uncertain tax positions Beginning balance, December 31, 2021 $ 131,100 Uncertain tax position additions 0 Removal for amount related to discontinued operations (131,100 ) Ending balance, December 31, 2022 $ 0 The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. During the years ended December 31, 2022 and 2021, the Company did not recognize material income tax expense related to interest and penalties. The Company’s uncertain tax position balance from continuing operations was $0 at December 31, 2022. The balance from the prior year relates to the MTS discontinued operations and will not be reported in continuing operations.

Discontinued Operation

Discontinued Operation	12 Months Ended
	Dec. 31, 2022
Discontinued Operation
Discontinued Operation	Note 16 – Discontinued Operation In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement with the transaction completed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and December 31, 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. The Company’s Enterprise TEM operating segment entered into contracts with customers to license the rights to use its software products and to provide maintenance, hosting and managed services, support and training to customers. Certain software licenses require customization. The Company sells its products directly to end-users and indirectly through resellers and operating equipment managers, who are considered end users. In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement with the transaction completed on December 31, 2022. The Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract. In accordance with the approval by the Company’s Board of Directors to sell MTS, management undertook an impairment assessment of MTS’ intangible assets and goodwill. Management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge of $1,224,671 in the results for the twelve months ended December 31, 2022, as adjusted post-sale transaction. The impairment charge was determined based on an assessment of the realization of assets, the ultimate disposition of liabilities and the related carrying value of assets. The impairment charge has been included in the Income from Discontinued Operations, net of tax line item in the consolidated statement operations for the year ended December 31, 2022. A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the consolidated statements of operations for the twelve months ended December 31, 2022 and 2021 is summarized in the table below. 2022 2021 Revenues $ 3,734,000 $ 1,515,848 Cost of Revenues 1,900,000 933,986 Gross Profit 1,834,000 581,862 Operating Expenses Selling, general, and administrative expenses 1,515,000 1,032,042 Goodwill and intangible asset impairment expenses 1,224,000 21,722,213 Total operating expenses 2,739,000 22,754,255 Operating Loss from Discontinued Operations (905,000 ) (22,172,393 ) Other Income and Expense Interest income 6,000 - Gain on disposal of subsidiary 997,000 - Total other income and expense 1,003,000 - Net Income Before Income Taxes from discontinued operations 98,000 (22,172,393 ) Provision for income tax expenses for discontinued operations 27,976 1,912 Net Income (Loss) $ 70,024 $ (22,174,305 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of December 31, 2022 and December 31, 2021. Included in total assets as of December 31, 2022 and 2021 is a deferred tax asset of $6,683 and $7,474, respectively, each of which had a full valuation allowance, for a net effect of zero. Carrying amounts of major classes of assets included as part of discontinued operations: December 31, 2022 December 31, 2021 Current Assets Cash $ 648,000 $ 690,181 Restricted cash - 1,025,029 Accounts receivable, net of allowance 191,000 137,405 Prepaid expenses and other current assets 187,000 248,594 Equipment, net 5,000 Other assets 279,000 Total current assets $ 1,310,000 $ 2,101,209 Non-current assets Equipment, net - $ 16,505 Other assets - 283,632 Intangibles and goodwill - 1,287,921 Total non-current assets $ - $ 1,588,058 Carrying amounts of major classes of liability included as part of discontinued operations December 31, 2022 December 31, 2021 Current liabilities Accrued expenses $ 374,879 $ 1,902,477 Contract liabilities 2,000 896,933 Other current liabilities 838,274 534,323 Total current liabilities $ 1,215,153 $ 3,333,733 Non-current liabilities Other long-term liabilities - 365,977 Total liabilities $ 1,215,213 $ 3,699,710 Total assets and liabilities of discontinued operations are presented as current assets from discontinued operations and current liabilities from discontinued operations as of December 31, 2022 on the consolidated balance sheets. Included in the consolidated statement of cash flows for the years ended December 31, 2022 and 2021 were the following, respectively: net cash generated by (used for) operating activities – discontinued operations of $533,133 and ($215,879), net cash generated by (used for) investing activities – discontinued operations of ($10,423) and $1,932,000, net cash generated by financing activities, zero and zero, respectively.

Loss Per Share

Loss Per Share	12 Months Ended
	Dec. 31, 2022
Loss Per Share
Loss Per Share	Note 17 – Loss Per Share The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: December 31, 2022 December 31, 2021 Net loss from continuing operations $ (15,303,402 ) $ (33,469,830 ) Less: discount accretion on series A preferred stock — (373,560 ) Less: dividend accretion on series A preferred stock — (91,192 ) Less: dividends on series B preferred stock (8,862 ) (315,632 ) Net loss from continuing operations available to ordinary shareholders (15,312,264 ) (34,250,214 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (22,174,305 ) Net loss available to ordinary shareholders $ (15,242,240 ) $ (56,424,519 ) Basic and diluted weighted-average shares outstanding 24,879,602 14,300,311 Basic and diluted: Net loss from continuing operations per share $ (0.62 ) $ (2.40 ) Net income (loss) from discontinued operations per share — (1.54 ) Net loss per share $ (0.62 ) $ (3.94 ) The MTS Merger was accounted for as a reverse acquisition. In accordance with ASC 805, Business Combinations The redeemable convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: Schedule of computation of diluted shares outstanding 2022 2021 Stock options 2,889,124 1,783,567 Series A-1 preferred stock 66,303 54,737 Series B preferred stock 124,810 124,810 Earnout — 587,747 MTS warrants 83,334 83,334 Prefunded warrants 1,253,592 1,253,592 Regular warrants 2,666,667 2,666,667 Total 7,083,830 6,554,454

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	Note 18 – Related Party Transactions Through December 21, 2022, SportsHub Games Network (“Affiliate”) owned approximately 40% of the outstanding ordinary shares of the Company. The Affiliate has historically paid direct expenses incurred by the Company’s subsidiary, STI, which includes salaries and related expenses for the employees of STI. The Affiliate collects cash on behalf of the STI’s revenue generating activities. The excess of revenue collected by the Affiliate over the expenses paid by the Affiliate is recorded as a distribution to the Affiliate. Distribution per share has been excluded from disclosure within the consolidated statement of shareholders’ equity as only the Affiliate received the distribution. The Company has generated a payable to the Affiliate for expenses paid on behalf of STI in excess of cash collected by the Affiliate on behalf of STI’s revenue generating activities, which is recorded in Due to Affiliate in the consolidated balance sheet. Alpha Capital Anstalt ("Alpha”) is an investor in the Company, which owns ordinary shares, Series A-1 preferred stock, Series B preferred stock, regular warrants and prefunded warrants. Alpha has a voting interest in the Company of less than 10%, but has an ownership interest in the Company that exceeds 10%. The Company has entered into financing arrangements with Alpha, as disclosed in Notes 9 and 10 to the consolidated financial statements. In February 2023, the Company entered into a convertible note financing arrangement with Alpha for $4.4 million. See Note 19. The Company uses Hays Companies ("Hays”) as an insurance broker. Hays is considered a related party as an executive of Hays serves on the board of directors for the Company. The Company paid $1,198,710 and $728,986 for the years ending December 31, 2022 and 2021, respectively for insurance coverage brokered by Hays. The Company’s director earned no commissions for the placement of these policies. The Company leases office space in Canton, Connecticut from CJEM, LLC (CJEM), which is owned by an executive of the Company. The Company paid rent expense of $38,400 in years ending December 31, 2022 and 2021.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 19 – Subsequent Events On January 20, 2023, the Company held an Extraordinary General Meeting of Shareholders and approved a reverse share split of the Company’s ordinary shares, par value NIS 0.06 per share, by a ratio of up to and including 20:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors; and amendments to the Company’s Amended and Restated Articles and Memorandum of Association to effect such reverse share split. As of the date of this Annual Report on Form 10-K, the Company’s Board of Directors has not effected a reverse stock split. On February 13, 2023, SharpLink, Inc. (the “Borrower”), a Minnesota corporation and wholly owned subsidiary of the Company, entered into a Revolving Credit Agreement (the "2023 Revolving Credit Agreement”) with Platinum Bank, a Minnesota banking corporation (the "Lender”) and executed a revolving promissory note of $7,000,000 (the "2023 Revolving Note”). The 2023 Revolving Credit Agreement provides for a two-year revolving line of credit (the "2023 Credit Line”) in the original principal amount of $7,000,000. The annual rate of interest to accrue on the outstanding principal balance of the 2023 Credit Line shall be annum interest rate equal to the prime rate plus 50 basis points, with such rate to be adjusted on and effective as of the same day the prime rate changes. The Borrower is subject to normal and customary representations and covenants, including the delivery of audited annual financial statements within 120 days of its fiscal year end. As previously disclosed, on December 22, 2022, the Company consummated a transaction with SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and SportsHub Games Network, Inc., a Delaware corporation. As a result, SportsHub Games Network, Inc. merged with and into SHGN Acquisition Corp., with SHGN Acquisition Corp. remaining as the surviving corporation and wholly owned subsidiary of the Company. After the merger, SHGN Acquisition Corp. (“New Borrower”) entered the following agreements with the Lender to assume the loans of SportsHub Games Network, Inc. (“Existing Borrower”). · On February 13, 2023, the New Borrower as successor by merger to Existing Borrower, LeagueSafe Management, LLC, a Minnesota limited liability company ("LeagueSafe”), Virtual Fantasy Games Acquisition, LLC, a Minnesota limited liability company ("Virtual Fantasy,” and together with LeagueSafe, collectively, the "Guarantors”) entered into a consent, assumption and second amendment agreement with the Lender. LeagueSafe and Virtual Fantasy were the Existing Borrower’s subsidiaries, and as a result of the merger, became the New Borrower’s subsidiaries. · On February 13, 2023, the New Borrower also executed an amended and restated term promissory note payable to the Lender in the principal amount of $1,267,199, which amended and restated the term promissory note dated as of June 9, 2020, executed by the Existing Borrower and payable to the Lender in the original principal amount of $2,000,000. · On February 13, 2023, the New Borrower, LeagueSafe and Virtual Fantasy (together with LeagueSafe, the "Pledgors”) entered into a consent, assumption and third amendment agreement with the Lender. · On February 13, 2023, the New Borrower also executed an amended and restated revolving promissory note payable to the Lender in the principal amount of $5,000,000, which amended and restated the term promissory note dated as of June 9, 2020, executed by the Existing Borrower and payable to the Lender in the original principal amount of $5,000,000. On February 15, 2023, the Company also issued to Alpha the Warrant to purchase 8,800,000 ordinary shares of the Company at an initial exercise price of $0.875. The Warrant is exercisable in whole or in part, at any time on or after February 15, 2023 and before February 15, 2028. The Exercise Price of the Warrant is subject to an initial reset immediately prior to the Company’s filing of a proxy statement that includes the Shareholder Approval Proposal to the lower of $0.875 and the average of the five Nasdaq Official Closing Prices immediately preceding such date the. The Warrant includes a beneficial ownership blocker of 9.99%. The Warrant provides for adjustments to the Exercise Price, in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain fundamental transactions. In the event the Company, at any time while the Warrants are still outstanding, issues or grants any right to re- price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below Exercise Price, Alpha shall be extended full-ratchet anti-dilution protection on the Warrants (reduction in price, only, no increase in number of Warrant Shares, and subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price. On March 10, 2023, Silicon Valley Bank (“SVB”) was placed into the hands of receivers at the FDIC. On this date, SharpLink had approximately $336,000 USDs held in SVB. The FDIC has insured depositors up to $250,000 held in their account. Since that date, SVB has announced they have been acquired and have resumed most normal operations. As of April 3, 2023, we had approximately $140,000 held in SVB.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Nature of Business	SharpLink Gaming Ltd. (the "Company” or "SharpLink,” formerly Mer Telemanagement Services or "MTS”), is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Gaming Network (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the "MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol "SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders own 86% of the Company, on a fully diluted and as-converted basis, and has majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represents a reverse acquisition in which SharpLink, Inc. is the accounting acquirer and legacy MTS is the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination.
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of SharpLink Gaming Ltd. and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation. We operate in four reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level.
Reclassifications	Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. See Note 16.
Functional Currency	The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income, net within the consolidated statements of operations.
Purchase Accounting	The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in Provision for Income Taxes.
Discontinued operations	In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company completed the sale of MTS on December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations.
Restricted cash	Restricted cash consists of funds held for payment of prize liabilities for its various daily and seasonal peer-to-peer fantasy games, as well as private fantasy league dues from customers who utilize the services offered via the Company’s secure online payment and league dues management website. The Company maintains separate accounts to segregate users’ funds from operational funds.
Concentrations of credit risk	Cash and restricted cash are deposited with major banks in the United States, Israel and Hong Kong. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the FDIC limit per bank is $250,000. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. The following represents the cash and restricted cash on hand at December 31, 2022 by banking institution and does not include any reduction for the FDIC insured limit of $250,000. Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 $ 50,457,486 The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees.
Accounts receivable	The Company’s policy for estimating the allowance for credit losses on accounts receivables considers several factors including historical loss experience, the age of delinquent receivable balances due, and economic conditions. Specific customer reserves are made during review of significant outstanding balances due, in which customer creditworthiness and current economic trends may indicate that it is probable the receivable will not be recovered. Accounts receivables are written off after collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in selling, general and administrative expense. Allowance for credit losses as of December 31, 2022 and 2021 were $0 and $0, respectively. During the years ended December 31, 2022 and 2021, no amount of the allowance for credit losses balance was collected.
Investment, cost	During the year ended December 31, 2021, the Company invested $200,000 in Quintar, Inc. an augmented reality company headquartered in California. This investment provided the Company with 280,903 shares, which equates to an 1.12% ownership interest in Quintar. SharpLink does not exercise significant control over Quintar due to its minority ownership role and the fact that SharpLink does not have a seat on Quintar’s Board of Directors, nor hold any special voting rights. As a result, of the Company’s lack of influence over Quintar and the fact that the valuation of Quintar is not easily determinable (privately held business with few transactions) the Company accounts for the Quintar investment through the cost method of accounting. The Company reviews the investment for impairment at each reporting period based on current conditions. This is informed by Quintar’s operating results and financing activities. No impairment was indicated related to the Quintar investment for the year ended December 31, 2022 and 2021.
Equipment	Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2022 and 2021, was $25,345 and $28,891, respectively. Accumulated depreciation as of December 31, 2022 and 2021 was $100,733 and $86,989, respectively.
Leases	The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For a lease with terms greater than year, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.
Intangible and Long-Lived Assets	Intangible assets consist of internally developed software, customer relationships, trade names and acquired technology and are carried at cost less accumulated amortization. The Company amortizes the cost of identifiable intangible assets on a straight-line basis over the expected period of benefit, which ranges from three to ten years. Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years. The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $137,565 and $201,436 of costs in the development of its software for the years ended December 31, 2022 and 2021, respectively. The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. In accordance with the approval by the Company’s Board of Directors to sell MTS in June 2022, management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge for $1,224,671. The impairment charge was determined based on an assessment of the realization of assets, the ultimate disposition of liabilities and the related carrying value of assets. The impairment charge has been included in the Loss from Discontinued Operations, net of tax line item in the consolidated statement operations for the year ended December 31, 2022.
Goodwill and Impairment	The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the goodwill may be impaired. Factors that could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry or economic trends. The Company completes impairment reviews for its reporting units using a fair-value method based on management’s judgments and assumptions. When performing its annual impairment assessment, the Company evaluates the recoverability of goodwill assigned to each of its reporting units by comparing the estimated fair value of the respective reporting unit to the carrying value, including goodwill. The Company estimates fair value utilizing the income approach and the market approach or a combination of both income and market approaches. The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. The Company recorded goodwill impairment of $1,515,000, which was due to the loss of access to players in the Russian market due to the exit of FourCubed’s largest customer from that market (see Note 3 – Acquisitions – FourCubed – Purchase Price Allocation). The extent of impairment was determined based upon the projected performance of the reporting unit, as determined using an income approach valuation methodology. Key assumptions included in the determination of the reporting unit’s fair value included revenue growth, operating margin, long-term growth rate and discount rate. During the year ended December 31, 2021, the Company recorded goodwill impairment of $21,722,213 in the Enterprise TEM reporting unit, which is included in the Enterprise TEM operating segment. The Enterprise TEM reporting unit had goodwill of $858,819 and a negative carrying amount of net assets as of December 31, 2021. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material.
Accounts Payable	The composition of accounts payable and accrued expenses are as follows: December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 $ 2,125,707 $ 1,404,022
Prize Liability	The Company’s prize liability consists of funds to be paid to participants of the various fantasy games hosted by the Company. These prizes are paid to the participants once a fantasy game has concluded and final winners have been determined.
Customer Deposits	The Company’s liability for customer obligations is in wallet accounts and accounts on the SportsHub platform. Cash related to these accounts may be drawn at the customer’s request.
Severance Pay	Certain of the Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 ("Section 14”). Pursuant to Section 14, the Company’s employees, covered by this section, are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, which are made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s balance sheet. With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $342,000 and $366,000 for December 31, 2022 and 2021, respectively, is recorded in other current liabilities from discontinued operations in the consolidated balance sheet. The value of these deposits of $279,000 and $284,000 for December 31, 2022 and 2021, respectively, is recorded in current assets from discontinued operations in the consolidated balance sheet. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements.
Transactions with SportsHub	Prior to December 22, 2022 (see Note 3 – Acquisitions – SportsHub Games Network, Inc.), SportsHub owned approximately 40% of the outstanding ordinary shares of the Company. SportsHub has historically paid direct expenses incurred by the Company’s Sports Gaming Client Services business unit (“STI”), which includes salaries and related expenses for the employees of STI. SportsHub collects cash on behalf of STI’s revenue generating activities. The Company was allocated cost of revenue and selling, general, and administrative expenses totaling $285,673 from January 1, 2022 through December 22, 2022 and $284,625, for the year ended December 31, 2021, for costs incurred by SportsHub that were clearly applicable to the current and future revenue producing activities of the Company. Management has allocated these expenses using judgement based on the most reasonable method for the type of expense. Allocation methods were based on headcount, budgeting, salaries expense, and revenue depending on the nature of the expense.
Redeemable Preferred Stock Issued with a Commitment Fee	The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for a redeemable equity instrument issued with a freestanding-instruments (e.g. commitment fee), such as in the issuance upon the date the SharpLink stock is listed or quoted on any trading market (Going Public Transaction). In circumstances in which redeemable convertible preferred stock is issued with a commitment fee, the proceeds from the issuance of the convertible preferred stock are first allocated to the commitment fee at its full estimated fair value. The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Going Public Transaction, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021.
Treasury Stock	Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity at the time of such event.
Warrants	The Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 83,334 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheet.
Revenue	The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.
Stock-Based Compensation	Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service period. The Company estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield.
Income Taxes	The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, net operating losses, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition.
Net Loss Per Share	Basic net loss per share is calculated by dividing net loss available to ordinary shareholders, adjusted for preferred stock discount accretion and dividends accrued on preferred stock, by the weighted-average number of ordinary shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if potential ordinary shares (also known as common) had been issued if such additional ordinary shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential ordinary shares have been excluded, as their effect would be anti-dilutive. At December 31, 2022, dividend accrued in Preferred Series A-1 stock of 66,303 shares, total issuable shares of Series B preferred stock of 124,810, total stock options of 2,889,124 and warrants of 4,003,593 were not included in the net loss per share calculation.
Fair Value Measurements	The Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles, which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.
Estimates	The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our most critical estimates include those related to purchase accounting, intangibles and long-lived assets, goodwill and impairment, stock based compensation, discontinued operations and revenue recognition. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
Contingencies	From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition and results of operations.
Advertising and Marketing Expenses	The Company incurred $459,976 in advertising and marketing expenses for the year ended December 31, 2022. The Affiliate Marketing Services – United States and the Affiliate Marketing Services – International operating segments generate revenue by earning commissions from sportsbooks and casino operators when a new depositor is directed to them by our affiliate marketing websites. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Sports Gaming Client Services operating segments’ performance obligations are satisfied over time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Company’s SportsHub operating segment collects fees from customers for daily and season-long online fantasy sports games in advance and recognizes the related fees over the term of the online fantasy game. It also collects various forms of fee revenue from customers using its wallet system platform. Its performance obligation is to provide these customers with an online platform to collect entry fees, provide transparency into league transactions, encourage timely payment of entry fees, safeguard funds during the season and facilitate end-of-season prize payouts. Fee revenue related to payment transactions is deferred until the end of the specific season. Other types of fee revenue are recognized on a transactional basis when users complete transactions or when a customer’s account becomes inactive under the terms of the user agreement. SportsHub also provides sports simulation software that customers pay a fee to access over a period of time. SportsHub provides and maintains the software throughout the duration of the season, which constitutes a single performance obligation and revenue is recognized over the term of the service. SportsHub also collects subscription fees from users of its Fantasy National Golf Club. Its performance obligation under these contracts is to provide subscribers with access to SportsHub’s intellectual property. Revenue is initially deferred and recognized ratably over the subscription period. Any discounts, promotional incentives or waived entry fees are treated as a reduction in revenue. Any promotions where funds are issued to a user’s wallet account are recognized as marketing expenses, included in selling, general, and administrative expenses.
Recently Issued Accounting Pronouncements Not Yet Adopted	In June 2016, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments ("ASC 326”), which replaces the existing incurred loss model with a current expected credit loss ("CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward looking CECL model for accounts receivables, guarantees, and other financial instruments. The Company will adopt ASC 326 on January 1, 2023 and does not expect ASC 326 to have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement (“Topic 820”), when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, it does not expect ASU 2022-03 to have a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Schedule of cash and restricted cash on hand	Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 $ 50,457,486
composition of accounts payable and accrued expenses	December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 $ 2,125,707 $ 1,404,022

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2022
Schedule of purchase consideration	Schedule of purchase consideration MTS issued and outstanding ordinary shares immediately prior to Merger 3,162,951 MTS share price on July 26, 2021 $ 6.80 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032
Schedule of assumptions	Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000
Schedule of fair value of assets acquired and liabilities assumed	Schedule of fair value of assets acquired and liabilities assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137
Schedule of fair value of assumptions asset	Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000
Schedule of pro forma financial information	2022 2021 Revenues $ 12,108,434 $ 19,695,782 Loss from continuing operations (28,420,775 ) (90,132,215 ) Less: dividends accrued on series B preferred stock — (782,887 ) Net loss from continuing operations available to ordinary shareholders (28,420,775 ) (90,915,102 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (49,000 ) Net loss available to ordinary shareholders (28,350,751 ) (90,964,102 ) Basic and diluted: Net loss from continuing operations per share $ (1.14 ) $ (6.36 ) Net loss from discontinued operations per share — — Net loss per share $ (1.14 ) $ (6.36 )
Schedule of fair value of the assets acquired and liabilities assumed	Carrying amounts of major classes of assets included as part of discontinued operations: December 31, 2022 December 31, 2021 Current Assets Cash $ 648,000 $ 690,181 Restricted cash - 1,025,029 Accounts receivable, net of allowance 191,000 137,405 Prepaid expenses and other current assets 187,000 248,594 Equipment, net 5,000 Other assets 279,000 Total current assets $ 1,310,000 $ 2,101,209 Non-current assets Equipment, net - $ 16,505 Other assets - 283,632 Intangibles and goodwill - 1,287,921 Total non-current assets $ - $ 1,588,058 Carrying amounts of major classes of liability included as part of discontinued operations December 31, 2022 December 31, 2021 Current liabilities Accrued expenses $ 374,879 $ 1,902,477 Contract liabilities 2,000 896,933 Other current liabilities 838,274 534,323 Total current liabilities $ 1,215,153 $ 3,333,733 Non-current liabilities Other long-term liabilities - 365,977 Total liabilities $ 1,215,213 $ 3,699,710
Four Cubed [Member]
Schedule of purchase consideration	Schedule of purchase consideration Ordinary shares issued to seller 606,114 Ordinary share price on December 31, 2021 $ 2.65 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725
Schedule of fair value of assumptions asset	Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 $ 4,928,000
Schedule of fair value of the assets acquired and liabilities assumed	Schedule of fair value of the assets acquired and liabilities assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725
Sports Hub Games Network Inc [Member]
Schedule of purchase consideration	Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137
Schedule of fair value of assumptions asset	Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 $ 483,000
Schedule of fair value of the assets acquired and liabilities assumed	Schedule of fair value of assets acquired and liabilities assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
Schedule of weighted average remaining lease term and weighted-average discount rate	Schedule of weighted average remaining lease term and weighted-average discount rate 2022 2021 Weighted-average remaining lease term Operating leases 30 months 60 months Weighted-average discount rate Operating leases 5.67 % 6.00 %
Schedule of future minimum lease payment	Schedule of future minimum lease payment Year Ending December 31, Operating leases 2023 $ 31,070 2024 72,720 2025 67,736 2026 94,675 Total lease payments $ 266,201 Less: interest 25,094 Present value of lease liability $ 241,107

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets
Schedule of Intangible assets	Schedule of Intangible assets Weighted-average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2022 Customer relationships 5-10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3-5 1,437,050 1,201,739 235,311 Internally developed software 5 749,147 288,530 460,617 Trade names 6 640,000 3,405 636,595 Software in development N/A 33,046 — 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Balance, December 31, 2021 Customer relationships 9 $ 4,304,000 $ 131,429 $ 4,172,571 Acquired technology 3 1,214,000 360,357 853,643 Internally developed software 5 654,022 142,050 511,972 Software in development N/A 13,354 — 13,354 $ 6,185,376 $ 633,936 $ 5,551,440
Schedule of future amortization expense	Amount 2023 $ 724,564 2024 704,922 2025 673,281 2026 596,306 2027 526,949 Thereafter 465,665 $ 3,691,686

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill
Schedule of goodwill	Schedule of goodwill SportsHub Gaming Sports Gaming Client Services Affiliate Marketing Services - International Total Balance as of December 31, 2021 $ — $ 381,000 $ 3,130,167 $ 3,511,167 Goodwill 4,919,928 — — 4,919,928 Less: Impairment charges — — (1,515,000 ) (1,515,000 ) Balance as of December 31, 2022 $ 4,919,928 $ 381,000 $ 1,615,167 $ 6,916,095 Cumulative goodwill impairment charges $ — $ — $ 1,515,000 $ 1,515,000

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt
summary of term loan agreements	2022 Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub $ 1,267,200 Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC 2,700,775 3,967,975 Less unamortized debt issuance costs 17,359 Less current portion 1,018,918 Long-term debt $ 2,931,698
summary of outstanding amount of debt	Year Amount 2023 $ 1,018,918 2024 1,066,808 2025 1,119,689 2026 700,256 2027 62,304 Total $ 3,967,975

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2022
Schedule of warrant outstanding	Schedule of warrant outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — Issued and vested — — — — — — — — Acquired — — — — — — — — Converted to ordinary shares — — — — — — — — Ending balance, December 31, 2022 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 1,253,592 1,253,592 2,666,667 — Acquired — — 83,334 83,334 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 —
Warrant Advisory Services [Member]
Schedule of assumptions	Fair value of ordinary shares on grant date $ 2.36 Exercise price $ 0.01 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 %
Prefunded Warrants [Member]
Schedule of assumptions	Schedule of assumptions Prefunded Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % Schedule of assumptions Regular Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 %

Fair Value (Tables)

Fair Value (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value
Schedule of inputs and assumptions of valuation model	Schedule of inputs and assumptions of valuation model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 0.63 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 52,077,000
Schedule of commitment fee	Schedule of commitment fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ —

Stock Compensation (Tables)

Stock Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Stock Compensation
Schedule of estimates the volatility	Schedule of estimates the volatility 2022 2021 Expected volatility 51.1 - 53.7% 51.0 - 51.8% Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 - 6.0 5.5 - 6.0 Risk-free rate 1.44 - 4.24% 0.79 - 1.24% Fair value of Ordinary Shares on grant date $0.31 - $1.33 $1.05 - $3.29
Schedule of stock option activity	Options Shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2021 1 1,783,567 $ 4.96 $ - - $ 830,250 Granted 2 2,496,500 $ 1.00 $ 0.52 - $ - Exercised - $ - $ - - $ - Forfeited (1,007,796 ) $ 5.46 $ 2.56 - $ - Expired (383,147 ) $ 6.37 $ - - $ - Outstanding as of December 31, 2022 2,889,124 $ 1.14 $ - 9.3 $ 7,750 Exercisable as of December 31, 2022 866,727 $ 1.46 $ - 8.7 $ 7,750 Options Shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2020 480,664 $ 0.94 - $ Granted 1,337,000 $ 6.21 - $ - Exercised (25,917 ) $ 0.94 - $ - Forfeited (8,180 ) $ 2.04 - $ - Outstanding as of December 31, 2021 1,783,567 $ 4.96 9.4 $ 830,250 Exercisable as of December 31, 2021 658,290 $ 3.78 9.3 $ 571,099

Revenue Recognition (Tables)

Revenue Recognition (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue Recognition
Schedule of revenue	Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 353,200 $ - $ 2,493,685 $ - $ 2,493,685 Fee revenue - - - 951,196 951,196 Services and other 62,250 3,427,698 - - 3,843,148 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 Affiliate Marketing Services - U.S. Affiliate Marketing Services -International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 211,528 $ - $ 2,424,229 $ - $ 2,625,737 Services and other - - - - - Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757
Schedule of revenue recognized point in time and over time	Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 62,250 $ 3,427,698 $ - $ 808,418 $ 4,298,366 Over time 353,200 - 2,493,685 142,778 2,989,663 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Over time 211,528 - 2,424,229 - $ 2,635,757 Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757
Schedule of contract assets and liabilities	Amount Balance as of December 31, 2021 $ 147,913 Labor costs expensed (483,524 ) Labor costs deferred 554,727 Balance as of December 31, 2022 $ 219,116 Schedule of contract assets and liabilities 2022 2021 Accounts receivable $ 776,530 $ 793,795 Unbilled revenue (reported in accounts receivable) 47,000 162,760 Contract assets 219,116 147,913 Contract liabilities (2,166,451 ) (308,058 ) Amount Balance as of December 31, 2021 $ (308,058 ) SportsHub acquired balance (3,574,285 ) Revenue recognized or reclassified 2,846,755 Deferred revenue (1,130,863 ) Balance as of December 31, 2022 $ (2,166,451 )

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Information
Schedule of reportable segments	2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 Cost of revenues 141,736 2,127,555 3,119,178 765,965 - 6,154,434 Income (loss) from operations (9,471,593 ) (5,026,352 ) (1,027,484 ) 48,912 - (15,476,517 ) Income from discontinued operations - - - - 70,024 70,024 Net income (loss) $ (9,183,309 ) $ (5,135,517 ) $ (1,027,484 ) $ 42,908 $ 70,024 $ (15,303,402 ) 2021 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Cost of revenues 64,070 - 2,871,049 - - 2,935,191 Income (loss) from operations (32,773,402 ) - (696,428 ) - - (33,469,830 ) Loss from discontinued operations - - - - (22,174,305 ) (22,174,305 ) Net income (loss) $ (32,774,152 ) $ - $ (696,427 ) $ - $ (22,174,305 ) $ (55,644,135 )
Schedule of revenues by country	December 31, 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 415,450 $ - $ 2,493,685 $ 951,196 $ - $ 3,860,331 Rest of World - 3,427,698 - - - 3,427,698 Revenues $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 December 31, 2021 United States $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Rest of World - - - - - - Revenues $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757
Schedule of consolidated revenues	Schedule of consolidated revenues 2022 2021 Customer A 35 % 15 % Customer B 10 % 10 % Customer C * % 10 % Customer D * % 14 %

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes
Schedule of Deferred tax assets and liabilities	Schedule of Deferred tax assets and liabilities 2022 2021 Deferred tax assets Net operating losses $ 4,891,195 $ 8,927,213 Research and development tax credit 95,597 30,429 Nonqualified stock options 100,373 334,519 Equipment 8,885 1,256 Goodwill 285,511 14,088 Bad debts — 120,608 Intangible Assets 713,206 — Accrued expenses and other 117,511 425,327 Business interest expense — — Gross deferred tax assets 6,212,278 9,853,440 Valuation allowance (6,218,484 ) (9,728,975 ) Net deferred tax assets $ (6,206 ) $ 124,465 Deferred tax liabilities Intangible assets — (130,046 ) Goodwill — — Deferred tax liabilities — (130,046 ) Net deferred tax liability $ (6,206 ) $ (5,558 )
Schedule of income tax expenses benefits	Schedule of income tax expenses benefits 2022 2021 US current tax expense $ 10,718 $ 2,999 Foreign current tax expense — — US deferred tax expense (benefit) 648 1,172 Provision for income tax expenses (benefit) $ 11,366 $ 4,171
Schedule of Effective tax rate	Schedule of Effective tax rate 2022 2021 Income tax benefit at federal statutory rate $ (3,288,865 ) 21.0 % $ (11,678,252 ) 21.0 % State and local income taxes net of federal tax benefit (83,610 ) 0.5 % (267,103 ) 0.5 % Rate differentials -- 0.0 % (4,020 ) 0.0 % Meals and entertainment, non-deductible expenses and tax-exempt income (44,073 ) -0.1 % 72,503 -0.1 % Incentive stock option expense 61,851 -0.1 % 59,055 -0.1 % Nondeductible goodwill impairment 167,130 -8.2 % 4,551,259 -8.2 % Nondeductible commitment fee — -8.8 % 4,893,253 -8.8 % PPP loan forgiveness income — 0.0 % — 0.0 % NQO Cancellations 680,002 0.0 % — 0.0 % Financial Statement True Up (5,919 ) 0.0 % — 0.0 % Change in provision for uncertain tax positions -- 0.0 % 1,177 0.0 % Change in valuation allowance 2,524,850 -4.3 % 2,376,299 -4.3 % Provision for income tax expenses (benefit) $ 11,366 0.0 % $ 4,171 0.0 %
Schedule of accrued uncertain tax positions	Schedule of accrued uncertain tax positions Beginning balance, December 31, 2021 $ 131,100 Uncertain tax position additions 0 Removal for amount related to discontinued operations (131,100 ) Ending balance, December 31, 2022 $ 0

Discontinued Operation (Tables)

Discontinued Operation (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operation
Schedule of operations for major classes	2022 2021 Revenues $ 3,734,000 $ 1,515,848 Cost of Revenues 1,900,000 933,986 Gross Profit 1,834,000 581,862 Operating Expenses Selling, general, and administrative expenses 1,515,000 1,032,042 Goodwill and intangible asset impairment expenses 1,224,000 21,722,213 Total operating expenses 2,739,000 22,754,255 Operating Loss from Discontinued Operations (905,000 ) (22,172,393 ) Other Income and Expense Interest income 6,000 - Gain on disposal of subsidiary 997,000 - Total other income and expense 1,003,000 - Net Income Before Income Taxes from discontinued operations 98,000 (22,172,393 ) Provision for income tax expenses for discontinued operations 27,976 1,912 Net Income (Loss) $ 70,024 $ (22,174,305 )
Schedule of major classes of assets and liabilities	Carrying amounts of major classes of assets included as part of discontinued operations: December 31, 2022 December 31, 2021 Current Assets Cash $ 648,000 $ 690,181 Restricted cash - 1,025,029 Accounts receivable, net of allowance 191,000 137,405 Prepaid expenses and other current assets 187,000 248,594 Equipment, net 5,000 Other assets 279,000 Total current assets $ 1,310,000 $ 2,101,209 Non-current assets Equipment, net - $ 16,505 Other assets - 283,632 Intangibles and goodwill - 1,287,921 Total non-current assets $ - $ 1,588,058 Carrying amounts of major classes of liability included as part of discontinued operations December 31, 2022 December 31, 2021 Current liabilities Accrued expenses $ 374,879 $ 1,902,477 Contract liabilities 2,000 896,933 Other current liabilities 838,274 534,323 Total current liabilities $ 1,215,153 $ 3,333,733 Non-current liabilities Other long-term liabilities - 365,977 Total liabilities $ 1,215,213 $ 3,699,710

Loss Per Share (Tables)

Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Loss Per Share
Schedule of loss per share and weighted-average	December 31, 2022 December 31, 2021 Net loss from continuing operations $ (15,303,402 ) $ (33,469,830 ) Less: discount accretion on series A preferred stock — (373,560 ) Less: dividend accretion on series A preferred stock — (91,192 ) Less: dividends on series B preferred stock (8,862 ) (315,632 ) Net loss from continuing operations available to ordinary shareholders (15,312,264 ) (34,250,214 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (22,174,305 ) Net loss available to ordinary shareholders $ (15,242,240 ) $ (56,424,519 ) Basic and diluted weighted-average shares outstanding 24,879,602 14,300,311 Basic and diluted: Net loss from continuing operations per share $ (0.62 ) $ (2.40 ) Net income (loss) from discontinued operations per share — (1.54 ) Net loss per share $ (0.62 ) $ (3.94 )
Schedule of computation of diluted shares outstanding	Schedule of computation of diluted shares outstanding 2022 2021 Stock options 2,889,124 1,783,567 Series A-1 preferred stock 66,303 54,737 Series B preferred stock 124,810 124,810 Earnout — 587,747 MTS warrants 83,334 83,334 Prefunded warrants 1,253,592 1,253,592 Regular warrants 2,666,667 2,666,667 Total 7,083,830 6,554,454

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Platinum Bank	$ 46,023,871
Bank Vista	2,744,359
Silicon Valley Bank	503,103
Other	1,186,153
Cash and restricted cash on hand	$ 50,457,486

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Accounts payable	$ 851,031	$ 813,621
Accrued wages and payroll expenses	338,166	181,360
Accrued bonus	358,836	117,370
Accrued interest	32,017	0
Other accrued expenses	545,657	291,671
Accounts payable and accrued expenses	$ 2,125,707	$ 1,404,022

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investment, Ownership Percentage	1.12%
Advertising and marketing expenses	$ 459,976
Investments	$ 200,000	$ 200,000
Stock options	2,889,124
Number of shares investment	280,903
Depreciation	$ 25,345	28,891
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	100,733	86,989
Capitalized cost	137,565	201,436
Goodwill impairment expense	1,224,671	1,515,000
Deposits	279,000	284,000
Goodwil Carrying Amount		858,819
Goodwill impairment	21,722,213
General, and administrative expenses	285,673	284,625
Other current liabilities from discontinued operations	$ 342,000	366,000
Monthly salary percentage	8.33%
FDIC limit	$ 250,000
Reduction for the FDIC insured limit	250,000
Allowance for credit	$ 0	$ 0
Series B Preferred Stock [Member]
Warrants issued	4,003,593
Dividend paid in shares	$ 124,810
Series A-1 [Member]
Dividend paid in shares	$ 66,303
Chief Executive Officer [Member]
Warrants issued	83,334
M T S [Member]
Ownership interest	86%

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Going Concern
Net loss from continuing operations		$ (15,303,402)	$ (33,469,830)
Net Cash Provided by (Used in) Operating Activities		(6,510,965)	$ (5,854,995)
Secured additional financing through term loan		3,250,000
Revolving promissory note		$ 7,000,000
Interest Rate	12%	8%	3%
Original Issue Discount		10%
Senior convertible debenture purchase price		$ 4,000,000

Acquisitions (Details)

Acquisitions (Details) - M T S Mergers [Member]	1 Months Ended
	Jul. 26, 2021 USD ($) $ / shares
MTS issued and outstanding ordinary shares immediately prior to Merger	$ 3,162,951
MTS share price | $ / shares	$ 6.80
MTS ordinary shares fair value	$ 21,508,067
MTS warrants and options fair value	601,965
Purchase consideration for accounting acquiree	$ 22,110,032

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 26, 2021	Dec. 31, 2022	Dec. 31, 2021
Expected volatility		58.50%
Expected dividends		0%	0%
Two Point Six Four Two Strike Price [Member]
Fair value of ordinary shares	$ 6.80
Exercise price	$ 2.64
Expected volatility	54.70%
Expected dividends	0%
Expected term (in years)	3 years
Risk-free rate	0.38%
Fair value per warrant	$ 4.49
Warrants	58,334
Fair value	$ 261,965
M T S Warrants Zero Strike Price [Member]
Fair value of ordinary shares	$ 6.80
Exercise price	$ 0
Expected volatility	54.70%
Expected dividends	0%
Expected term (in years)	3 years
Risk-free rate	0.38%
Fair value per warrant	$ 6.80
Warrants	25,000
Fair value	$ 170,000
M T S Options Zero Strike Price [Member]
Fair value of ordinary shares	$ 6.80
Exercise price	$ 0
Expected volatility	54.70%
Expected dividends	0%
Expected term (in years)	3 years
Risk-free rate	0.38%
Fair value per warrant	$ 6.80
Warrants	25,000
Fair value	$ 170,000

Acquisitions (Details 2)

Acquisitions (Details 2) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Jul. 26, 2021
Goodwill	$ 6,916,095	$ 3,511,167
M T S [Member]
Cash			$ 916,000
Restricted cash			1,016,000
Accounts receivable			356,000
Prepaid expenses and other current assets			322,000
Equipment			25,000
Other long-term assets			261,000
Intangible assets			483,000
Total Assets			3,379,000
Accrued expenses			2,129,000
Deferred revenue			914,000
Other current liabilities			495,000
Other long-term liabilities			312,000
Total liabilities			3,850,000
Net assets acquired, excluding goodwill			(471,000)
Goodwill			22,581,032
Purchase consideration for accounting acquiree			$ 22,110,032

Acquisitions (Details 3)

Acquisitions (Details 3) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 26, 2021	Dec. 31, 2022
Customer Relationships [Member]
Weighted Average Useful Life (Years)		10 years
Developed Technology [Member]
Weighted Average Useful Life (Years)		5 years
M T S [Member]
Total	$ 483,000
M T S [Member] | Customer Relationships [Member]
Total	$ 414,000
Weighted Average Useful Life (Years)	4 years
M T S [Member] | Developed Technology [Member]
Total	$ 69,000
Weighted Average Useful Life (Years)	3 years

Acquisitions (Details 4)

Acquisitions (Details 4) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 22, 2022	Dec. 31, 2021	Jul. 26, 2021
Ordinary shares issued to seller	$ 606,114	$ 4,725,125	$ 587,747	$ 83,866
Ordinary share price on December 31, 2021	$ 0.29
Four Cubed [Member]
Ordinary shares issued to seller	$ 606,114		$ 606,114
Ordinary share price on December 31, 2021	$ 2.65		$ 2.65
Consideration in ordinary shares	$ 1,606,202
Cash paid to Seller	6,195,000
Due to Seller	691,523
Purchase consideration	$ 8,492,725

Acquisitions (Details 5)

Acquisitions (Details 5) - USD ($)	Dec. 31, 2022	Dec. 22, 2022	Dec. 31, 2021
Liabilities:
Goodwill	$ 6,916,095		$ 3,511,167
Four Cubed [Member]
Cash		$ 38,255,266	311,523
Assets:
Accounts receivable		186,712	424,593
Prepaid expenses and other current assets		1,916,932	9,468
Intangible assets		2,390,000	4,928,000
Total assets		53,460,660	5,673,584
Accrued expenses		284,345	311,026
Liabilities:
Total liabilities		51,671,227	311,026
Net assets acquired, excluding goodwill		1,789,433	5,362,558
Goodwill		4,968,703	3,130,167
Purchase consideration for accounting acquiree		$ 6,758,137	$ 8,492,725

Acquisitions (Details 6)

Acquisitions (Details 6) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Customer Relationships [Member]
Weighted Average Useful Life (Years)	10 years
Developed Technology [Member]
Weighted Average Useful Life (Years)	5 years
Four Cubed [Member]
Total		$ 4,928,000
Four Cubed [Member] | Customer Relationships [Member]
Total		4,144,000
Weighted Average Useful Life (Years)	10 years
Four Cubed [Member] | Developed Technology [Member]
Total		$ 784,000
Weighted Average Useful Life (Years)	1 year

Acquisitions (Details 7)

Acquisitions (Details 7)	12 Months Ended
	Dec. 31, 2022 USD ($)
Acquisitions
Fair Value of Equity Consideration	$ 1,370,287
Fair Value of Seller Platinum Line of Credit and Loan	5,387,850
Total Purchase Price	$ 6,758,137

Acquisitions (Details 8)

Acquisitions (Details 8) - USD ($)	Dec. 31, 2022	Dec. 22, 2022	Dec. 31, 2021
Assets:
Restricted cash	$ 11,132,957		$ 0
Liabilities:
Goodwill	$ 6,916,095		3,511,167
Four Cubed [Member]
Assets:
Cash		$ 38,255,266	311,523
Restricted cash		10,604,004
Accounts receivable		186,712	424,593
Prepaid expenses and other current assets		1,916,932	9,468
Equipment		11,953
Other long-term assets		95,793
Intangible assets		2,390,000	4,928,000
Total assets		53,460,660	5,673,584
Liabilities:
Accrued expenses		284,345	311,026
Deferred tax liabilities		48,775
Deferred revenue		3,574,285
Other current liabilities		47,657,117
Other long-term liabilities		106,705
Total liabilities		51,671,227	311,026
Net assets acquired, excluding goodwill		1,789,433	5,362,558
Goodwill		4,968,703	3,130,167
Purchase consideration for accounting acquiree		$ 6,758,137	$ 8,492,725

Acquisitions (Details 9)

Acquisitions (Details 9) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total	$ 2,390,000
Total	$ 5,502,243	$ 6,185,376
Trade Names [Member]
Weighted Average Useful Life (Years)	5 years
Total	$ 640,000
Total	$ 640,000
Developed Technology [Member]
Weighted Average Useful Life (Years)	5 years
Total	$ 200,000
Customer Relationships [Member]
Weighted Average Useful Life (Years)	10 years
Total	$ 1,550,000

Acquisitions (Details 10)

Acquisitions (Details 10) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Acquisitions
Revenues	$ 12,108,434	$ 19,695,782
Loss from continuing operations	(28,420,775)	(90,132,215)
Less: dividends accrued on series B preferred stock	0	(782,887)
Net loss from continuing operations available to ordinary shareholders	(28,420,775)	(90,915,102)
Net loss from discontinued operations, net of tax, available to ordinary shareholders	70,024	(49,000)
Net loss available to ordinary shareholders	$ (28,350,751)	$ (90,964,102)
Basic and diluted:
Net loss from continuing operations per share	$ (1.14)	$ (6.36)
Net loss from discontinued operations per share	0	0
Net loss per share	$ (1.14)	$ (6.36)

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 22, 2022	Jul. 26, 2021
Total consideration		$ 6,886,523
Fair value acquisition date		1,606,202
Payment of consideration		6,195,000
Repayment of cash consideration		130,000
Goodwill impaired	$ 21,722,213
Revenues	7,288,029	2,635,757
Impairment of the customer relationship	3,211,000
Goodwill impairment	1,515,000
Net Income (Loss) Attributable to Parent	1,267,199	4,120,651
Net loss	(15,233,378)	(55,644,135)
Goodwill, Purchase Accounting Adjustments	21,722,213
Ordinary shares issued to seller	$ 606,114	587,747	$ 4,725,125	$ 83,866
Ordinary share price	$ 0.29
Amortization expense	$ 486,141	1,324,900
Non-recurring costs	5,387,850
Additional interest expense	94,685	119,095
M T S Mergers [Member]
Transaction Costs	3,084,341
Sports Hub Gaming Network [Member]
Revenues	951,196	42,908
Net loss	42,908
Four Cubed [Member]
Transaction Costs	67,130
Ordinary shares issued to seller	$ 606,114	$ 606,114
Ordinary share price	$ 2.65	$ 2.65
M T S [Member]
Revenues	$ 1,517,001
Invested amount	$ 6,000,000
Series B preferred stock	3,692,865
Shareholders owned	86%
Net loss	$ 22,173,554
Ordinary shares issued	670,789		4,319,263	2,492,162
Options and warrants outstanding				108,334
Ordinary share price				$ 6.80

Leases (Details)

Leases (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Weighted-average remaining lease term	30 years	60 years
Weighted-average discount rate	5.67%	6%

Leases (Details 1)

Leases (Details 1)	Dec. 31, 2022 USD ($)
Leases
2023	$ 31,070
2024	72,720
2025	67,736
2026	94,675
Total lease payments	266,201
Less interest	25,094
Present value of lease liability	$ 241,107

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease cost	$ 38,400	$ 38,400
Operating cash flows from operating leases	$ 38,400	$ 38,400
Description Of Lease Term	The lease has an original term that expires in December 2023 with an option to extend the term for three years

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted-average amortization period	30 years	60 years
Cost	$ 5,502,243	$ 6,185,376
Accumulated Amortization	1,774,310	633,936
Net	$ 3,727,933	$ 5,551,440
Trade Names [Member]
Weighted-average amortization period	5 years
Cost	$ 640,000
Accumulated Amortization	3,405
Net	636,595
Customer Relationships [Member]
Weighted-average amortization period		9 years
Cost	1,550,000
Cost	2,643,000	$ 4,304,000
Accumulated Amortization	280,636	131,429
Net	$ 2,362,364	$ 4,172,571
Internally Developed Software [Member]
Weighted-average amortization period	5 years	5 years
Cost	$ 749,147	$ 654,022
Accumulated Amortization	288,530	142,050
Net	460,617	511,972
Software Development [Member]
Cost	33,046	13,354
Accumulated Amortization	0
Net	$ 33,046	$ 13,354
Maximum [Member] | Customer Relationships [Member]
Weighted-average amortization period	10 years
Maximum [Member] | Technology Based Intangible Assets [Member]
Weighted-average amortization period	5 years	3 years
Minimum [Member] | Customer Relationships [Member]
Weighted-average amortization period	6 years
Minimum [Member] | Technology Based Intangible Assets [Member]
Weighted-average amortization period	3 years	3 years
Cost	$ 1,437,050	$ 1,214,000
Accumulated Amortization	1,201,739	360,357
Net	$ 235,311	$ 853,643

Intangible Assets (Details 1)

Intangible Assets (Details 1)	Dec. 31, 2021 USD ($)
Intangible Assets
2023	$ 724,564
2024	704,922
2025	673,281
2026	596,306
2027	526,949
Thereafter	465,665
Total	$ 3,691,686

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Amortization expense	$ 1,140,472	$ 241,253
Impairment charges	3,211,000
SportsHub Acquisition [Member]
Acquisition of intangible assets	2,390,000
Software Development [Member]
Additional costs	$ 137,867

Goodwill (Details)

Goodwill (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Balance at beginning	$ 3,511,167
Acquisitions	4,919,928
Less: Impairment charges	(1,515,000)
Balance at ending	6,916,095
Cumulative goodwill impairment charges	1,515,000
Affiliate Marketing Services International [Member]
Balance at beginning	3,130,167
Acquisitions	0
Less: Impairment charges	(1,515,000)
Balance at ending	1,615,167
Cumulative goodwill impairment charges	1,515,000
Sports Gaming Client Services [Member]
Balance at beginning	381,000
Acquisitions	0
Less: Impairment charges	0
Balance at ending	381,000
Cumulative goodwill impairment charges	0
Sports Hub Gaming [Member]
Balance at beginning	0
Acquisitions	4,919,928
Less: Impairment charges	0
Balance at ending	4,919,928
Cumulative goodwill impairment charges	$ 0

Goodwill (Details Narrative)

Goodwill (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Less: Impairment charges	$ (1,515,000)
Enterprise T E M [Member]
Less: Impairment charges	$ (1,515,000)

Line of Credit (Details Narrati

Line of Credit (Details Narrative) - SportsHub Acquisition [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Variable interest rate	8.25%
Line of credit	$ 5,000,000
Outstanding balance of credit	$ 4,120,651
Expiry Of Line Of Credit	June 15, 2023

Debt (Details)

Debt (Details)	Dec. 31, 2022 USD ($)
Debt
Note Payable - Bank, $2,000,000 principle, secured by assets of SportsHub	$ 1,267,200
Note Payable - Bank, $3,250,000 principle, secured by assets of FCAC	2,700,775
Debt	3,967,975
Less debt issuance costs	17,359
Less current portion	1,018,918
Long-term debt	$ 2,931,698

Debt (Details 1)

Debt (Details 1)	Dec. 31, 2022 USD ($)
Debt
2023	$ 1,018,918
2024	1,066,808
2025	1,119,689
2026	700,256
2027	62,304
Total	$ 3,967,975

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Jan. 31, 2022	Dec. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Interest rate		12%	8%	3%
Description of guarantee the repayment of the loan			pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s redomicile to the United States
FourCubed Acquisition Company, LLC [Member] | Term Loan Agreement [Member]
Term loan amount	$ 3,250,000
Interest rate	4%
Fixed monthly payment, consisting of principal and interest	$ 59,854
Loan's maturity date	Jan. 31, 2027
Loan initiation fees	$ 25,431
Principal amount paid			$ 549,225
Interest amount paid			109,165
Outstanding term loan			2,700,775
SportsHub Acquisition Liabilities [Member] | Term Loan Agreement [Member]
Term loan amount			$ 2,000,000
Interest rate			5.50%
Fixed monthly payment, consisting of principal and interest			$ 38,202
Loan's maturity date			Dec. 09, 2025
Loan initiation fees			$ 29,975

Convertible Preferred Stock (De

Convertible Preferred Stock (Details Narrative) - USD ($)	1 Months Ended					12 Months Ended
	Dec. 23, 2021	Jul. 26, 2021	Jul. 23, 2021	Jun. 15, 2021	Dec. 23, 2020	Dec. 31, 2022	Dec. 31, 2021
Interest rate	12%					8%	3%
Preferred stock, shares authorized							6,000,000
Conversion price		$ 2.1693
Beneficial ownership limitation		9.99%
Stated Value		$ 2.1693
Shares capital increased		92,900,000
Number of share exchange value							$ 3,692,862
Series A 1 Preferred Stock [Member]
Preferred stock, par value		$ 0.01
Preferred stock, shares authorized		525,016					54,737
Conversion price		$ 2.1693
Shares capital increased		2,600,000					66,303
Number of shares exchanged		1,230,956
Number of share exchange value		$ 700,989				$ 323,721	$ 700,989
Number of shares converted		1,931,945				124,810
Series B Preferred Stock [Member]
Preferred stock, par value						$ 0.02	$ 0.02
Preferred stock, shares authorized						3,700,000	3,700,000
Debt Conversion, Converted Instrument, Amount		$ 2
Shares capital increased		3,700,000					11,566
Number of share exchange value		$ 3,692,862
Number of shares converted		3,568,055
Series A Preferred Stock [Member]
Preferred stock, par value						$ 0.02	$ 0.02
Preferred stock, shares authorized						2,600,000	2,600,000
Shares capital increased		800,000
Series A Preferred Stock [Member] | Second Tranche [Member]
Sales of stock			$ 6,000,000	$ 6,000,000	$ 5,000,000	$ 5,000,000
Interest rate						12%
Sales of stock, shares			2,765,824
8% Redeemable convertible preferred stock [Member]
Preferred stock, par value							$ 0.01
Conversion of preferred stock					4,150,000
Stated Value					$ 0.01	$ 1,000	$ 0.02
8% Redeemable convertible preferred stock [Member] | First Tranche [Member]
Establishment and designation Of shares					9,000
Number of shares issued					2,000
Number of shares issued, value					$ 2,000,000
Interest rate						12%
Series B Convertible Preferred Stock [Member]
Preferred stock, par value		$ 0.01
Preferred stock, shares authorized		2,765,824					124,810

Warrants (Details)

Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected volatility	58.50%
Expected dividends	0%	0%
Warrant Advisory Services [Member]
Fair value of ordinary shares on grant date	$ 2.36
Exercise price	$ 0.01
Expected volatility	58.20%
Expected dividends	0%
Expected term (in years)	5 years
Risk-free rate	0.42%

Warrants (Details 1)

Warrants (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected volatility	58.50%
Expected dividends	0%	0%
Prefunded Warrants [Member]
Fair value of ordinary shares on grant date	$ 3.25
Exercise price	$ 0.01
Expected volatility	50.50%
Expected dividends	0%
Expected term (in years)	4 years
Risk-free rate	1.03%

Warrants (Details 2)

Warrants (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected volatility	58.50%
Expected dividends	0%	0%
Regular Warrants [Member]
Fair value of ordinary shares on grant date	$ 3.25
Exercise price		$ 4.50
Expected volatility	50.50%
Expected dividends	0%
Expected term (in years)	4 years
Risk-free rate	1.03%

Warrants (Details 3)

Warrants (Details 3) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant Advisory Services [Member]
Warrants Outstanding, beginning balace	0
Warrants vested, beginning balace	0	1
Issued and vested	0	1
Acquired	0
Converted to ordinary shares	0	(1)
Warrants Outstanding, ending balace	0	0
Warrants vested, ending balace	83,334	0
Prefunded Warrants [Member]
Warrants Outstanding, beginning balace	1,253,592	125,392
Warrants vested, beginning balace	2,666,667	125,392
Issued and vested	0
Acquired	0
Converted to ordinary shares	0
Warrants Outstanding, ending balace	1,253,592	1,253,592
Warrants vested, ending balace	1,253,592	2,666,667
Regular Warrants [Member]
Warrants Outstanding, beginning balace	2,666,667	2,666,667
Warrants vested, beginning balace	1,253,592
Issued and vested	0	1,253,592
Acquired	0
Converted to ordinary shares	0	1,253,592
Warrants Outstanding, ending balace	2,666,667	2,666,667
Warrants vested, ending balace	0	1,253,592
Warrants M T S [Member]
Warrants Outstanding, beginning balace	83,334	83,334
Warrants vested, beginning balace	83,334
Issued and vested	0
Acquired	0	83,334
Converted to ordinary shares	0
Warrants Outstanding, ending balace	83,334	83,334
Warrants vested, ending balace	83,334	83,334

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Nov. 16, 2021	Jul. 26, 2021	Feb. 01, 2021
Ordinary shares exercisable			1,413,075
Exercise Price		$ 0.63		$ 6.80
Offering price per warrant			$ 3.75
Warrant Advisory Services [Member]
Purchase of warrants					636,867
Ordinary shares exercisable	850,330
Exercise Price					$ 0.01
Warrant's grant date fair value	$ 2,001,677
Prefunded Warrants [Member]
Purchase of warrants			1,253,592
Exercise Price			$ 0.01
Offering price per warrant			$ 3.74
Regular Warrants [Member]
Purchase of warrants			2,666,667
Exercise Price			$ 4.50
Warrants M T S [Member]
Ordinary shares exercisable	25,000
Exercise Price	$ 0
M T S [Member]
Ordinary shares exercisable	58,334
Exercise Price	$ 2.642

Fair Value (Details)

Fair Value (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Fair Value
Probability of a Going Public Transaction	50%
Expected volatility	58.50%
Stock price of public company at the time of measurement | $ / shares	$ 0.63
Date of a Going Public Transaction	Apr. 30, 2021
Pro-forma common shares outstanding at Going Public Transaction date | shares	52,077,000

Fair Value (Details 1)

Fair Value (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value
Commitment Fee, Beginning	$ 0	$ 577,000
Commitment fee expense	$ 0	23,301,206
Issuance of Series A-1 and B preferred stock in exchange for commitment fee		(23,878,206)
Commitment Fee, Ending		$ 0

Fair Value (Details Narrative)

Fair Value (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 23, 2021	Jul. 26, 2021	Dec. 31, 2022	Dec. 31, 2021
Interest rate	12%		8%	3%
Preferred stock, shares authorized				6,000,000
Number of share exchange value				$ 3,692,862
Series A 1 Preferred Stock [Member]
Preferred stock, shares authorized		525,016		54,737
Number of share exchange value		$ 700,989	$ 323,721	$ 700,989
Commitment fee				$ 23,301,206
Ordinary share				$ 6.80

Stock Compensation (Details)

Stock Compensation (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected volatility	58.50%
Expected dividends	0%	0%
Minimum [Member]
Expected volatility	51%	51.10%
Expected term (in years)	5 years 6 months	5 years 6 months
Risk-free rate	1.44%	0.79%
Fair value of ordinary shares on grant date	$ 0.31	$ 1.05
Maximum [Member]
Expected volatility	53.70%	51.80%
Expected term (in years)	6 years	6 years
Risk-free rate	4.24%	1.24%
Fair value of ordinary shares on grant date	$ 1.33	$ 3.29

Stock Compensation (Details 1)

Stock Compensation (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Compensation
Option outstanding, beginning	1,783,567	480,664
Granted	2,496,500	1,337,000
Exercised		(25,917)
Forfeited	(1,007,796)	(8,180)
Expired	383,147
Option outstanding, ending	2,889,124	1,783,567
Exercisable	866,727	658,290
Weighted average exercise price, beginning	$ 4.96	$ 0.94
Granted	1	6.21
Exercised	0	0.94
Forfeited	5.46	2.04
Expired	6.37
Weighted average exercise price, ending	1.14	4.96
Exercisable	1.46	$ 3.78
Weighted average grant date fair value, grant	0.52
Weighted average grant date fair value, Forfeited	$ 2.56
Weighted average remaining contractual term	6 months 7 days	9 years 3 months 18 days
Weighted average remaining contractual term, exercisable	9 years 3 months 18 days	9 years 3 months 18 days
Aggregate intrinsic value, Beginning	$ 830,250
Aggregate intrinsic value	7,750	$ 830,250
Aggregate intrinsic erercisable value	$ 7,750	$ 571,099

Stock Compensation (Details Nar

Stock Compensation (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 26, 2021
Stock-based compensation expense		$ 2,486,151	$ 1,656,674
Option granted		2,496,500	1,337,000
Warrant exercise price			$ 0.63		$ 6.80
Unamortized stock option expense		$ 1,009,269	$ 2,375,624
2000 Plan [Member]
Warrant exercise price			$ 1.3352
Number of ordinary shares authorized for issuance		5,436,632	360,000
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee			1,140,000
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee vested			360,000
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee deemed			780,000
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee deemed dividend expired			360,000
Expenses	$ 1,655,506
2020 Stock Incentive Plan [Member]
Amount of debt converted into shares to warrants, shares				400,000
Number of ordinary shares authorized for issuance				2,336,632
Equity Option [Member]
Option granted		2,493,500	1,312,000

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fee revenue	$ 7,288,029	$ 2,633,604
Sports Hub Gaming Network [Member]
Fee revenue	951,196
Affiliate Marketing Services International [Member]
Fee revenue	3,427,698
Sports Gaming Client Services [Member]
Fee revenue	2,493,685	2,424,228
Service, Other [Member]
Fee revenue	3,843,148	210,376
Affiliate Marketing Services United States [Member]
Fee revenue	415,450	210,376
Fee revenue [Member]
Fee revenue	951,196
Fee revenue [Member] | Sports Hub Gaming Network [Member]
Fee revenue	951,196
Fee revenue [Member] | Affiliate Marketing Services International [Member]
Fee revenue	0
Fee revenue [Member] | Sports Gaming Client Services [Member]
Fee revenue	0
Fee revenue [Member] | Affiliate Marketing Services United States [Member]
Fee revenue	0
Services and other [Member] | Sports Hub Gaming Network [Member]
Fee revenue	0
Services and other [Member] | Affiliate Marketing Services International [Member]
Fee revenue	3,427,698
Services and other [Member] | Sports Gaming Client Services [Member]
Fee revenue	0
Services and other [Member] | Affiliate Marketing Services United States [Member]
Fee revenue	62,250	210,376
Software License [Member] | Sports Hub Gaming Network [Member]
Fee revenue	0
Software License [Member] | Affiliate Marketing Services International [Member]
Fee revenue	0
Software License [Member] | Sports Gaming Client Services [Member]
Fee revenue	2,493,685	2,424,228
Software License [Member] | Affiliate Marketing Services United States [Member]
Fee revenue	353,200
Software License [Member] | Total [Member]
Fee revenue	$ 2,493,685	$ 2,634,604

Revenue Recognition (Details 1)

Revenue Recognition (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues	$ 7,288,029	$ 2,635,756
Sports Hub Gaming Network [Member]
Revenues	951,196	0
Affiliate Marketing Services International [Member]
Revenues	3,427,698	0
Sports Gaming Client Services [Member]
Revenues	2,493,685	2,424,229
Affiliate Marketing Services United States [Member]
Revenues	415,450	211,528
Transferred at Point in Time [Member]
Revenues	4,298,366
Transferred at Point in Time [Member] | Sports Hub Gaming Network [Member]
Revenues	808,418
Transferred at Point in Time [Member] | Affiliate Marketing Services International [Member]
Revenues	3,427,698	0
Transferred at Point in Time [Member] | Sports Gaming Client Services [Member]
Revenues	0	2,424,229
Transferred at Point in Time [Member] | Affiliate Marketing Services United States [Member]
Revenues	62,250	211,528
Transferred over Time [Member]
Revenues	2,989,663	2,625,737
Transferred over Time [Member] | Sports Hub Gaming Network [Member]
Revenues	142,778	0
Transferred over Time [Member] | Affiliate Marketing Services International [Member]
Revenues	0	0
Transferred over Time [Member] | Sports Gaming Client Services [Member]
Revenues	2,493,685	$ 2,635,757
Transferred over Time [Member] | Affiliate Marketing Services United States [Member]
Revenues	$ 353,200

Revenue Recognition (Details 2)

Revenue Recognition (Details 2)	12 Months Ended
	Dec. 31, 2022 USD ($)
Revenue Recognition
Beginning balance	$ 147,913
Labor costs expensed	554,727
Labor costs deferred	(483,524)
Ending balance	$ 219,116

Revenue Recognition (Details 3)

Revenue Recognition (Details 3) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition
Accounts receivable, net of allowance for credit losses	$ 776,530	$ 793,795
Unbilled revenue (reported in accounts receivable)	47,000	162,760
Contract assets	219,116	147,913
Contract liabilities	$ (2,166,451)	$ (308,058)

Revenue Recognition (Details 4)

Revenue Recognition (Details 4) - Sports Hub Acquired [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Beginning balance	$ (308,058)
SportsHub acquired balance | shares	(3,574,285)
Revenue recognized or reclassified	$ 2,846,755
Deferred revenue	(1,130,863)
Ending balance	$ (2,166,451)

Revenue Recognition (Details Na

Revenue Recognition (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Unsatisfied performance obligations	$ 850,000	$ 3,246,000
Due from customer	$ 7,288,029	$ 2,635,757
Four Customer [Member] | Revenue Benchmark [Member]
Concentration percentage		49%
Due from customer		$ 456,460
Two Customer [Member] | Revenue Benchmark [Member]
Concentration percentage	45%
Due from customer	$ 572,621

Segment Information (Details)

Segment Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 7,288,029	$ 2,635,757
Cost of revenues	6,154,434	2,935,191
Income (loss) from operations	(15,476,517)	(33,469,830)
Income (loss) from discontinued operations	70,024	(22,174,305)
Net loss	(15,233,378)	(55,644,135)
Cost of revenues	6,154,434	2,935,119
Sports Hub Gaming Network [Member]
Revenue	951,196
Income (loss) from operations	48,912
Net loss	42,908
Cost of revenues	765,965
Affiliate Marketing Services International [Member]
Revenue	3,427,698
Income (loss) from operations	(5,026,352)
Net loss	(5,135,517)	0
Cost of revenues	212,755
Sports Gaming Client Services [Member]
Revenue	2,493,685	2,424,229
Income (loss) from operations	(1,027,484)	(696,427)
Net loss	(1,027,484)	(696,428)
Cost of revenues	3,119,178	2,871,049
Enterprise T E M [Member]
Revenue	0	0
Income (loss) from discontinued operations	70,024	(22,174,305)
Net loss	70,024	(22,174,305)
Affiliate Marketing Services United States [Member]
Revenue	415,450	211,528
Income (loss) from operations	(9,471,593)	(32,773,402)
Net loss	(9,183,309)	(32,774,152)
Cost of revenues	$ 141,736	$ 64,070

Segment Information (Details 1)

Segment Information (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Due from customer	$ 7,288,029	$ 2,635,757
Revenues	7,288,029	2,635,757
UNITED STATES
Due from customer	3,860,331	2,635,757
Rest Of World [Member]
Due from customer	3,427,698	0
Sports Hub Gaming Network [Member]
Due from customer	951,196	42,908
Affiliate Marketing Services International [Member]
Due from customer	3,427,698	0
Affiliate Marketing Services International [Member] | Rest Of World [Member]
Due from customer	3,427,698	0
Sports Gaming Client Services [Member]
Due from customer	2,493,685	2,424,229
Sports Gaming Client Services [Member] | Rest Of World [Member]
Due from customer	0	0
Enterprise T E M [Member]
Due from customer	0	0
Enterprise T E M [Member] | UNITED STATES
Due from customer	0	0
Enterprise T E M [Member] | Rest Of World [Member]
Due from customer	0	0
Affiliate Marketing Services United States [Member]
Due from customer	415,450	211,528
Affiliate Marketing Services United States [Member] | UNITED STATES
Due from customer	415,450	211,528
Affiliate Marketing Services United States [Member] | Rest Of World [Member]
Due from customer	$ 0	$ 0

Segment Information (Details 2)

Segment Information (Details 2)	Dec. 31, 2022	Dec. 31, 2021
Customer A [Member]
Revenue percentage	35%	15%
Customer B [Member]
Revenue percentage	10%	10%
Customer C [Member]
Revenue percentage	0%	10%
Customer D [Member]
Revenue percentage	0%	14%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating losses	$ 4,891,195	$ 8,927,213
Research and development tax credit	95,597	30,429
Nonqualified stock options	100,373	334,519
Equipment	8,885	1,256
Goodwill	285,511	14,088
Bad debts	0	120,608
Intangible Assets	713,206	0
Accrued expenses and other	117,511	425,327
Business interest expense	0	0
Gross deferred tax assets	6,212,278	9,853,440
Valuation allowance	(6,218,484)	(9,728,975)
Net deferred tax assets	(6,206)	124,465
Deferred tax liabilities
Intangible assets	0	(130,046)
Goodwill	0	0
Deferred tax liabilities	0	(130,046)
Net deferred tax liability	$ (6,206)	$ (5,558)

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
US current tax expense	$ 10,718	$ 2,999
Foreign current tax expense	0	0
US deferred tax expense (benefit)	648	1,172
Provision for income tax expenses (benefit)	$ 11,366	$ 4,171

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Income tax benefit at federal statutory rate	$ (3,288,865)	$ (11,678,252)
Income tax benefit at federal statutory rate	21%	21%
State and local income taxes net of federal tax benefit	$ (83,610)	$ 267,103
State and local income taxes net of federal tax benefit	0.50%	0.50%
Rate differentials	$ 0	$ 4,020
Rate differentials	0%	0%
Meals and entertainment, non-deductible expenses and tax-exempt income	$ (44,073)	$ (72,503)
Meals and entertainment, non-deductible expenses and tax-exempt income	(0.10%)	(0.10%)
Incentive stock option expense	$ 61,851	$ 59,055
Incentive stock option expense	(0.10%)	(0.10%)
Nondeductible goodwill impairment	$ 167,130	$ 4,551,259
Nondeductible goodwill impairment	(8.20%)	(8.20%)
Nondeductible commitment fee	$ 0	$ 4,893,253
Nondeductible commitment fee	(8.80%)	(8.80%)
PPP loan forgiveness income	$ 0	$ 0
PPP loan forgiveness income	0%	0%
NQO Cancellations	$ 680,002	$ 0
NQO Cancellations	0%	0%
Financial Statements True Up	$ (5,919)	$ 0
Financial Statement True Up	(13,852)
Change in provision for uncertain tax positions	$ 0	$ 1,177
Change in provision for uncertain tax positions	0%	0%
Change in valuation allowance	$ 2,524,850	$ 2,376,299
Change in valuation allowance	(4.30%)	(4.30%)
Provision for (Benefit from) Income Taxes	$ 11,366	$ 4,171
Provision for (Benefit from) Income Taxes	0%	0%

Income Taxes (Details 3)

Income Taxes (Details 3)	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Taxes
Beginning balance	$ 131,100
Acquired uncertain tax position	0
Removal for amount related to discontinued operations	(131,100)
Ending balance	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred assets of related to discontinued operations	$ 6,683
Uncertain tax position balance from continuing operations	0	$ 131,100
Research and development tax	$ 95,597	$ 30,429
Description of net operating loass expiry	The state net operating loss carryforwards will begin to expire in 2035 and are available to offset future taxable income or reduce taxes payable through 2040
Federal [Member]
Operating Loss Carryforwards	$ 21,500,845
Research and development tax	95,597,000
State [Member]
Operating Loss Carryforwards	376,018
Research and development tax	95,597,000
Foreign Country [Member]
Operating Loss Carryforwards	30,000,000
Vexigo [Member]
Uncertain tax position balance from continuing operations	$ 0

Discontinued Operation (Details

Discontinued Operation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operation
Revenues	$ 3,734,000	$ 1,515,848
Cost of revenues	1,900,000	933,986
Gross profit	1,834,000	581,862
Selling, general, and administrative expenses	1,515,000	1,032,042
Goodwill and intangible asset impairment expenses	1,224,000	21,722,213
Total operating expenses	2,739,000	22,754,255
Operating Loss from Discontinued Operations	(905,000)	(22,172,393)
Interest income	6,000	0
Gain on disposal of subsidiary	997,000	0
Total other income and expense	1,003,000	0
Net Income Before Income Taxes from discontinued operations	98,000	(22,172,393)
Provision for income tax expenses for discontinued operations	27,976	1,912
Net Income from discontinued operations	50,024	22,151,648
Gain (loss) from subsidiary's discontinued operations, net of tax	20,000	(22,657)
Net Income	$ 70,024	$ (22,174,305)

Discontinued Operation (Detai_2

Discontinued Operation (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Restricted cash	$ 11,132,957	$ 0
Liabilities:
Total current liabilities	58,911,033	5,860,555
Total liabilities	62,058,974	6,368,370
Major Classes Of Assets [Member]
Assets:
Cash	648,000	690,181
Restricted cash	0	1,025,029
Accounts receivable	191,000	137,405
Prepaid expenses and other current assets	187,000	248,594
Equipment, net current	5,000
Other assets current	279,000
Total assets	0	2,101,209
Equipment, net	0	16,505
Other assets	0	283,632
Intangible assets	0	1,287,921
Total non-current assets	1,310,000	1,588,058
Liabilities:
Accrued expenses	374,879	1,902,477
Contract liabilities	2,000	896,933
Other current liabilities	838,274	534,323
Total current liabilities	1,215,153	3,333,733
Other long-term liabilities	0	365,977
Total liabilities	$ 1,215,213	$ 3,699,710

Discontinued Operation (Detai_3

Discontinued Operation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operation
Impairment charge	$ 1,224,671
Deferred tax asset	6,683	$ 7,474
Operating activities discontinued operations	533,133	(215,879)
Investing activities discontinued operations	$ (10,423)	$ 1,932,000

Loss Per Share (Details)

Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss Per Share
Net Loss from continuing operations	$ (15,303,402)	$ (33,469,830)
Less: discount accretion on series A preferred stock	0	(373,560)
Less: dividends accrued on series A preferred stock	0	(91,192)
Less: dividends accrued on series B preferred stock	(8,862)	(315,632)
Net loss from continuing operations available to ordinary shareholders	(15,312,264)	(34,250,214)
Net loss from discontinued operations, net of tax, available to ordinary shareholders	70,024	(22,174,305)
Net loss available to ordinary shareholders	$ (15,242,240)	$ (56,424,519)
Basic and diluted weighted-average shares outstanding	24,879,602	14,300,311
Basic and diluted:
Net loss from continuing operations per share	$ (0.62)	$ (2.40)
Net loss from discontinued operations per share	0	(1.54)
Net loss per share	$ (0.62)	$ (3.94)

Loss Per Share (Details 1)

Loss Per Share (Details 1) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total dilutive shares outstanding	7,083,830	6,554,454
Earnout [Member]
Total dilutive shares outstanding	0	587,747
M T S Warrants [Member]
Total dilutive shares outstanding	83,334	83,334
Series B Preferred Stock [Member]
Total dilutive shares outstanding	124,810	124,810
Series A Preferred Stock [Member]
Total dilutive shares outstanding	66,303	54,737
Prefunded Warrants [Member]
Total dilutive shares outstanding	1,253,592	1,253,592
Regular Warrants [Member]
Total dilutive shares outstanding	2,666,667	2,666,667
Equity Option [Member]
Total dilutive shares outstanding	2,889,124	1,783,567

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions
Related party costs	$ 1,198,710	$ 728,986
Rent expenses	38,400	$ 38,400
Convertible note	$ 4,400,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 13, 2023	Dec. 23, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 10, 2023	Feb. 14, 2023
FDIC Insured Amount			$ 250,000
Interest rate		12%	8%	3%
Revolving promissory note			$ 2,931,698
Subsequent Event [Member] | Promissory Note [Member]
Aggregate principal amount	$ 1,267,199
Original principal amount	7,000,000
Subsequent Event [Member] | Promissory Note One [Member]
Original principal amount	5,000,000
Principal amount of promissory note	5,000,000
Subsequent Event [Member] | Senior Convertible Debenture [Member]
Original principal amount	$ 2,000,000
Interest rate	8%
Original Issue Discount, rate	9.99%
Aggregate principal amount						$ 336,000
Purchase price						$ 140,000
Initial conversion price	$ 0.875
Warrants exercisable to purchase aggregate of ordinary shares	8,800,000
Exercise price	$ 0.875
Platinum Bank [Member] | 2023 Revolving Credit Agreement [Member] | Subsequent Event [Member] | Promissory Note [Member]
Revolving promissory note	$ 7,000,000
Silicon Valley Bank [Member] | Subsequent Event [Member]
FDIC Insured Amount					$ 250,000
FDIC insured limit					$ 336,000