Restatement of prior period results | 3. Restatement of prior period results The company identified the following errors in the financial results for the periods ended December 31, 2018 and 2017 and cumulative errors relating to prior periods. Year ended December 31, 2018 · Non-cash amortization of intangibles and depreciation of revalued fixed assets on acquisition, which arose on consolidation, were not expensed in the statement of operations for the year ended December 31, 2018. The non-cash amortization of intangibles and the deprecation of revalued fixed assets which arose on consolidation amounted to $470,591. This amount was incorrectly classified as Other Comprehensive loss in the statement of operations and comprehensive (loss) income. · Certain unrealized foreign exchange movements relating to convertible debt denominated in Canadian Dollars was not recorded in the statement of operations for the year ended December 31, 2018. The unrealized foreign currency loss on convertible debt denominated in Canadian Dollars amounted to $111,527. This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. · Other immaterial adjustments to intercompany balances and others expenses in the aggregate amount of $331 were not recorded as an expense in the statement of operations for the year ended December 31, 2018. This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. · Restatements of the acquisition of plant and equipment and intangibles which were incorrectly netted against depreciation and amortization charge. · Due to an 8 for 1 reverse stock split which took place on December 12, 2019, the outstanding shares and additional paid in capital was adjusted to take into account the effects of the reverse stock split. Year ended December 31, 2017 · An excess amount of $21,183 of non-cash amortization of intangibles and depreciation of revalued fixed assets on acquisition, which arose on consolidation, were expensed in the statement of operations for the year ended December 31, 2017. · Certain unrealized foreign exchange movements relating to convertible debt denominated in Canadian Dollars was not recorded in the statement of operations for the year ended December 31, 2017. The unrealized foreign currency loss on convertible debt denominated in Canadian Dollars amounted to $60,267. This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. · Adjustments to intercompany balances in the aggregate amount of $124,282 were not recorded as an expense in the statement of operations for the year ended December 31, 2018. This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. · Due to an 8 for 1 reverse stock split which took place on December 12, 2019, the outstanding shares and additional paid in capital was adjusted to take into account the effects of the reverse stock split. Prior periods · Non-cash amortization of intangibles and depreciation of revalued fixed assets on acquisition, which arose on consolidation, were not correctly expensed in the statement of operations for the years ended December 31, 2016, 2015 and 2014. The cumulative non-cash amortization of intangibles and the deprecation of revalued fixed assets which arose on consolidation amounted to $339,258. This amount was incorrectly classified as Other Comprehensive loss in the statement of operations and comprehensive (loss) income. · Certain unrealized foreign exchange movements relating to convertible debt denominated in Canadian Dollars was not recorded in the statement of operations for the years ended December 31, 2016 and prior periods. The unrealized foreign currency loss on convertible debt denominated in Canadian Dollars amounted to $(7,182). This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. · Adjustments to intercompany balances in the aggregate amount of $(114,445) were not recorded as an expense in the statement of operations for the years ended December 31, 2016 and prior periods. This amount was incorrectly classified as Other Comprehensive Loss in the statement of operations and comprehensive (loss) income. The cumulative restatement recorded by the Company was as follows: Prior to January 1, 2017 Year ended December 31, 2017 Year ended December 31, 2018 Total Restated Depreciation and amortization $ (339,258 ) $ 21,183 $ (470,591 ) $ (788,666 ) Unrealized foreign exchange expense (7,182 ) (60,267 ) (111,527 ) (178,976 ) Intercompany expense (114,445 ) 124,282 (331 ) 9,506 Total increase in accumulated deficit (460,885 ) 85,198 (582,449 ) (958,136 ) Total Reduction in other Comprehensive loss 489,027 (112,088 ) 646,968 1,023,907 Total Increase in Plant and Equipment and intangibles $ 28,142 $ (26,890 ) $ 64,519 $ 65,771 The reconciliation of the consolidated balance sheet as of December 31, 2018 is as follows: As Previously Reported Depreciation amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Current Assets Cash and cash equivalents $ 6,289,903 $ — $ — $ — $ 6,289,903 Accounts receivable 10,082 — — — 10,082 Gaming accounts receivable 1,021,052 — — — 1,021,052 Prepaid expenses 124,712 — — — 124,712 Related party receivable 49,914 — — — 49,914 Other current assets 55,700 — — — 55,700 Total Current Assets 7,551,363 — — — 7,551,363 Noncurrent Assets Restricted cash 1,560,539 — — — 1,560,539 Property, plant and equipment 354,799 121,248 — — 476,047 Intangible assets 12,583,457 (55,477 ) — — 12,527,980 Goodwill 262,552 — — — 262,552 Investment in non-consolidated entities 275,000 — — — 275,000 Total Noncurrent Assets 15,036,347 65,771 — — 15,102,118 Total Assets $ 22,587,710 $ 65,771 $ — $ — $ 22,653,481 Current Liabilities Line of credit - bank $ 750,000 $ — $ — $ — $ 750,000 Accounts payable and accrued liabilities 4,603,608 — — — 4,603,608 Gaming accounts balances 1,049,423 — — — 1,049,423 Taxes payable 1,056,430 — — — 1,056,430 Advances from stockholders 39,237 — — — 39,237 Liability in connection with acquisition — — — — — Debentures, net of discount 3,942,523 — — — 3,942,523 Derivative liability — — — — — Promissory notes payable – other — — — — — Promissory notes payable – related party 318,078 — — — 318,078 Bank loan payable – current portion 120,920 — — — 120,920 Total Current Liabilities 11,880,219 — — — 11,880,219 Bank loan payable 225,131 — — — 225,131 Other long-term liabilities 608,728 — — — 608,728 Total Liabilities 12,714,078 — — — 12,714,078 Stockholders' Equity Preferred stock, $0.0001 par value; 20,000,000 shares authorized, none issued — — — — — Common Stock, $0.0001 par value, 160,000,000 shares authorized; 9,442,537 shares issued and outstanding as of December 31, 2018* 7,555 — — (6,611 ) 944 Additional paid-in capital 23,956,309 — — 6,611 23,962,920 Accumulated other comprehensive income (1,081,338 ) 854,437 178,976 (9,506 ) (57,431 ) Accumulated deficit (13,008,894 ) (788,666 ) (178,976 ) 9,506 (13,967,030 ) Total Stockholders' Equity 9,873,632 65,771 — — 9,939,403 Total Liabilities and Stockholders’ Equity $ 22,587,710 $ 65,771 $ — $ — $ 22,653,481 * Adjusted for an 8 for 1 reverse stock split effective December 12, 2019. The reconciliation of the consolidated balance sheet as of December 31, 2017 is as follows: As Previously Reported Depreciation amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Current Assets Cash and cash equivalents $ 6,469,858 $ — $ — $ — $ 6,469,858 Accounts receivable 116,489 — — — 116,489 Gaming accounts receivable 1,163,831 — — — 1,163,831 Prepaid expenses 87,692 — — — 87,692 Other current assets 12,543 — — — 12,543 Total Current Assets 7,850,413 — — — 7,850,413 Noncurrent Assets Restricted cash 587,905 — — — 587,905 Property, plant and equipment 280,111 (10,723 ) — — 269,388 Intangible assets 3,245,748 11,975 — — 3,257,723 Goodwill 260,318 — — — 260,318 Investment in non-consolidated entities 1 — — — 1 Total Noncurrent Assets 4,374,083 1,252 — — 4,375,335 Total Assets $ 12,224,496 $ 1,252 $ — $ — $ 12,225,748 Current Liabilities Line of credit - bank $ 177,060 $ — $ — $ — $ 177,060 Accounts payable and accrued liabilities 1,606,560 — — — 1,606,560 Gaming accounts balances 1,274,856 — — — 1,274,856 Taxes payable 1,555,371 — — — 1,555,371 Advances from stockholders 547,809 — — — 547,809 Liability in connection with acquisition 142,245 — — — 142,245 Debentures, net of discount 1,148,107 — — — 1,148,107 Derivative liability 222,915 — — — 222,915 Promissory notes payable – other 100,749 — — — 100,749 Promissory notes payable – related party 318,078 — — — 318,078 Bank loan payable – current portion 121,208 — — — 121,208 Total Current Liabilities 7,214,958 — — — 7,214,958 Bank loan payable 362,808 — — — 362,808 Other long-term liabilities 532,680 — — — 532,680 Total Liabilities 8,110,446 — — — 8,110,446 Stockholders' Equity Preferred stock, $0.0001 par value; 20,000,000 shares authorized, none issued — — — — — Common Stock, $0.0001 par value, 160,000,000 shares authorized; 9,267,949 shares issued and outstanding as of December 31, 2017* 7,415 — — (6,488 ) 927 Additional paid-in capital 14,254,582 — — 6,488 14,261,070 Accumulated other comprehensive income (250,327 ) 319,327 67,449 (9,837 ) 126,612 Accumulated deficit (9,897,620 ) (318,075 ) (67,449 ) 9,837 (10,273,307 ) Total Stockholders' Equity 4,114,050 1,252 — — 4,115,302 Total Liabilities and Stockholders’ Equity $ 12,224,496 $ 1,252 $ — $ — $ 12,225,748 * Adjusted for an 8 for 1 reverse stock split effective December 12, 2019. The reconciliation of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018 is as follows: As Previously Reported Depreciation amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Revenue $ 34,575,097 $ — $ — $ — $ 34,575,097 Costs and Expenses Selling expenses 24,142,110 — — — 24,142,110 General and administrative expenses 10,005,713 470,591 111,527 331 10,588,162 Total Costs and Expenses 34,147,823 470,591 111,527 331 34,730,272 Income (Loss) from Operations 427,274 (470,591 ) (111,527 ) (331 ) (155,175 ) Other (Expenses) Income Interest expense, net of interest income (2,614,837 ) — — — (2,614,837 ) Imputed interest on related party advances (761 ) — — — (761 ) Gain on litigation settlement 516,120 — — — 516,120 Loss on issuance of debt (196,403 ) — — — (196,403 ) Other Expense (75,000 ) — — — (75,000 ) Total Other Expenses (Income) (2,370,881 ) — — — (2,370,881 ) Loss Before Income Taxes (1,943,607 ) (470,591 ) (111,527 ) (331 ) (2,526,056 ) Income tax provision (1,102,701 ) — — — (1,102,701 ) Net Loss $ (3,046,308 ) $ (470,591 ) $ (111,527 ) $ (331 ) $ (3,628,757 ) Other Comprehensive Loss Foreign currency translation adjustment (831,011 ) 535,110 111,527 331 (184,043 ) Comprehensive Loss $ (3,877,319 ) $ 64,519 $ — $ — $ (3,812,800 ) Loss per common share – basic* $ (0.32 ) $ (0.38 ) Loss per common share – diluted* $ (0.32 ) $ (0.38 ) Weighted average number of common shares outstanding – basic* 9,485,993 9,485,993 Weighted average number of common shares outstanding – diluted* 9,485,993 9,485,993 * Adjusted for an 8 for 1 reverse stock split effective December 12, 2019. The reconciliation of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2017 is as follows: As Previously Reported Depreciation and amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Revenue $ 22,865,146 $ — $ — $ — $ 22,865,146 Costs and Expenses Selling expenses 14,672,099 — — — 14,672,099 General and administrative expenses 5,597,881 (21,183 ) 60,267 (124,282 ) 5,512,683 Total Costs and Expenses 20,269,980 (21,183 ) 60,267 (124,282 ) 20,184,782 Income (Loss) from Operations 2,595,166 21,183 (60,267 ) 124,282 2,680,364 Other (Expenses) Income Interest expense, net of interest income (482,367 ) — — — (482,367 ) Changes in fair value of derivative liabilities 257,231 — — — 257,231 Imputed interest on related party advances (24,365 ) — — — (24,365 ) Impairment on investment (6,855 ) — — — (6,855 ) Total Other Expenses (Income) (256,356 ) — — — (256,356 ) Income (Loss) Before Income Taxes 2,338,810 21,183 (60,267 ) 124,282 2,424,008 Income tax provision (972,924 ) — — — (972,924 ) Net Income (Loss) $ 1,365,886 $ 21,183 $ (60,267 ) $ 124,282 $ 1,451,084 Other Comprehensive Income (Loss) Foreign currency translation adjustment 166,304 (48,073 ) 60,267 (124,282 ) 54,216 Comprehensive Income (Loss) $ 1,532,190 $ (26,890 ) $ — $ — $ 1,505,300 Income (loss) per common share – basic* $ 0.15 $ 0.16 Income (loss) per common share – diluted* $ 0.15 $ 0.15 Weighted average number of common shares outstanding – basic* 9,254,079 9,254,079 Weighted average number of common shares outstanding – diluted* 9,418,119 9,418,119 * Adjusted for an 8 for 1 reverse stock split effective December 12, 2019. The reconciliation of the consolidated statement of cash flows for the year ended December 31, 2018 is as follows: As Previously Reported Depreciation amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Cash Flows from Operating Activities Net loss $ (3,046,308 ) $ (470,591 ) $ (111,527 ) $ (331 ) $ (3,628,757 ) Adjustments to reconcile net loss to net cash generated by operating activities Depreciation and amortization 488,464 208,792 — — 697,256 Amortization of deferred costs 58,188 — — — 58,188 Non-cash interest 1,995,128 — — — 1,995,128 Loss on issuance of debt 196,403 — — — 196,403 Imputed interest on advances from stockholders 1,514 — — — 1,514 Unrealized loss on trading securities 75,000 — — — 75,000 Impairment (recovery) of assets (518,354 ) — — — (518,354 ) Bad debt expense 6,354 — — — 6,354 Changes in Operating Assets and Liabilities Prepaid expenses (95,209 ) — — — (95,209 ) Accounts payable and accrued liabilities 3,062,422 — — 331 3,062,753 Accounts receivable 100,053 — — — 100,053 Gaming accounts receivable 142,779 — — — 142,779 Gaming accounts liabilities (225,433 ) — — — (225,433 ) Taxes payable (498,941 ) — — — (498,941 ) Other current assets (43,156 ) — — — (43,156 ) Long term liability 76,048 — — — 76,048 Net Cash Provided by operating Activities 1,774,952 (261,799 ) (111,527 ) — 1,401,626 Cash Flows from Investing Activities Acquisition of property, plant, and equipment, and intangible assets (4,455,099 ) (270,757 ) — — (4,725,856 ) Increase in restricted cash (972,634 ) — — — (972,634 ) Net Cash Used in Investing Activities (5,427,733 ) (270,757 ) — — (5,698,490 ) Cash Flows from Financing Activities Proceeds from bank credit line, net 750,000 — — — 750,000 Repayment of bank loan (137,965 ) — — — (137,965 ) Repayment of bank credit line (177,060 ) — — — (177,060 ) Proceeds from debentures and convertible notes, net of repayment 6,883,906 — — — 6,883,906 Advance to related party (49,914 ) — — — (49,914 ) Purchase of treasury stock (2,261,307 ) — — — (2,261,307 ) Advances from stockholders, net of repayment (508,572 ) — — — (508,572 ) Net Cash Provided by Financing Activities 4,499,088 — — — 4,499,088 Effect of change in exchange rate (1,026,262 ) 532,556 111,527 — (382,179 ) Net decrease in cash (179,955 ) — — — (179,955 ) Cash – beginning of the year 6,469,858 — — — 6,469,858 Cash – end of the year $ 6,289,903 $ — $ — $ — $ 6,289,903 The reconciliation of the consolidated statement of cash flows for the year ended December 31, 2017 is as follows: As Previously Reported Depreciation amortization adjustments Foreign Exchange adjustments Other Adjustments As Restated Cash Flows from Operating Activities Net income $ 1,365,886 $ 21,183 $ (60,267 ) $ 124,282 $ 1,451,084 Adjustments to reconcile net income to net cash generated by operating activities Depreciation and amortization 601,266 (21,183 ) — — 580,083 Amortization of deferred costs 100,329 — — — 100,329 Non-cash interest 205,216 — — — 205,216 Imputed interest on advances from stockholders 24,365 — — — 24,365 Change in fair value of derivative liabilities (257,231 ) — — — (257,231 ) Impairment of assets 6,855 — — — 6,855 Stock issued for services 23,250 — — — 23,250 Bad debt expense 135,953 — — — 135,953 Changes in Operating Assets and Liabilities Prepaid expenses (85,301 ) — — — (85,301 ) Accounts payable and accrued liabilities 482,904 — — — 482,904 Accounts receivable (91,603 ) — — — (91,603 ) Gaming accounts receivable (654,287 ) — — — (654,287 ) Gaming accounts liabilities 435,771 — — — 435,771 Taxes payable 903,187 — — — 903,187 Other current assets (2,304 ) — — — (2,304 ) Customer deposits 138,359 — — — 138,359 Long term liability 26,059 — — — 26,059 Net Cash Provided by operating Activities 3,358,674 — (60,267 ) 124,282 3,422,689 Cash Flows from Investing Activities Acquisition of property, plant, and equipment, and intangible assets (180,722 ) — — — (180,722 ) Increase in restricted cash (45,142 ) — — — (45,142 ) Net Cash Used in Investing Activities (225,864 ) — — — (225,864 ) Cash Flows from Financing Activities Proceeds from bank credit line, net 165,925 — — — 165,925 Repayment of bank loan (109,104 ) — — — (109,104 ) Proceeds from debentures and convertible notes, net of repayment 591,202 — — — 591,202 Repayment to stockholders, net of advances (77,398 ) — — — (77,398 ) Net Cash Provided by Financing Activities 570,625 — — — 570,625 Effect of change in exchange rate 536,001 — 60,267 (124,282 ) 471,986 Net decrease in cash 4,239,436 — — — 4,239,436 Cash – beginning of the year 2,230,422 — — — 2,230,422 Cash – end of the year $ 6,469,858 $ — $ — $ — $ 6,469,858 F-21 |