Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Hyperlink Exhibits | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Elys Game Technology, Corp. | ||
Entity Central Index Key | 0001080319 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,510,057 | ||
Entity Common Stock, Shares Outstanding | 21,974,931 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 18,945,817 | $ 5,182,598 |
Accounts receivable | 162,141 | 152,879 |
Gaming accounts receivable | 1,455,710 | 1,242,005 |
Prepaid expenses | 327,190 | 221,547 |
Related party receivable | 1,519 | 4,123 |
Other current assets | 301,289 | 461,398 |
Total Current Assets | 21,193,666 | 7,264,550 |
Non - Current Assets | ||
Restricted cash | 1,098,952 | 1,549,917 |
Property, plant and equipment | 489,591 | 520,725 |
Right of use assets | 687,568 | 792,078 |
Intangible assets | 10,257,582 | 15,857,027 |
Goodwill | 1,663,120 | 1,663,385 |
Marketable securities | 467,500 | 177,500 |
Total Non - Current Assets | 14,664,313 | 20,560,632 |
Total Assets | 35,857,979 | 27,825,182 |
Current Liabilities | ||
Bank overdraft | 3,902 | |
Line of credit - bank | 500,000 | 1,000,000 |
Accounts payable and accrued liabilities | 7,961,146 | 6,800,765 |
Gaming accounts payable | 3,084,768 | 1,735,650 |
Taxes payable | 946,858 | 298,476 |
Advances from stockholders | 565 | 2,551 |
Deferred purchase consideration, net of discount of $7,761 and $120,104 | 17,673 | 1,682,280 |
Deferred purchase consideration, Related Party, net of discount of $5,174 and $80,069 | 376,954 | 1,199,361 |
Debentures, net of discount of $0 and $627,627 | 34,547 | 3,361,337 |
Operating lease liability | 238,899 | 200,866 |
Financial lease liability | 10,511 | 12,476 |
Promissory notes payable - related party | ||
Bank loan payable- current portion | 138,212 | 124,079 |
Total Current Liabilities | 13,314,035 | 16,417,841 |
Non-Current Liabilities | ||
Deferred tax liability | 1,222,513 | 1,315,954 |
Operating lease liability | 416,861 | 548,747 |
Financial lease liability | 17,265 | 25,025 |
Bank loan payable | 66,885 | 96,786 |
Other long-term liabilities | 664,067 | 619,544 |
Total Non- Current Liabilities | 2,387,591 | 2,606,056 |
Total Liabilities | 15,701,626 | 19,023,897 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued | ||
Common stock, $0.0001 par value, 80,000,000 shares authorized; 20,029,834 and 11,949,042 shares issued and outstanding as of December 31, 2020 and 2019 | 2,003 | 1,194 |
Additional paid-in capital | 53,064,919 | 32,218,643 |
Accumulated other comprehensive income | 267,948 | (176,717) |
Accumulated deficit | (33,178,517) | (23,241,835) |
Total Stockholders Equity | 20,156,353 | 8,801,285 |
Total Liabilities and Stockholders Equity | $ 35,857,979 | $ 27,825,182 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock - par value | $ 0.0001 | $ 0.0001 |
Preferred stock - authorized | 5,000,000 | 20,000,000 |
Preferred stock - issued | ||
Preferred stock - outstanding | ||
Common Stock - par value | $ 0.0001 | $ 0.0001 |
Common Stock - authorized | 80,000,000 | 160,000,000 |
Common Stock - issued | 20,029,834 | 11,949,042 |
Common Stock - outstanding | 20,029,834 | 11,949,042 |
Deferred Purchase Consideration[Member] | ||
Debt Discount | $ 7,761 | |
Deferred Purchase Consideration Related Party[Member] | ||
Debt Discount | 5,174 | |
Debentures[Member] | ||
Debt Discount | $ 0 | $ 627,627 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 37,266,367 | $ 35,583,131 |
Costs and Expenses | ||
Selling expenses | 26,109,221 | 25,583,913 |
General and administrative expenses | 13,789,391 | 12,995,133 |
Impairment of license | 4,900,000 | |
Total Costs and Expenses | 44,798,612 | 38,579,046 |
Loss from Operations | (7,532,245) | (2,995,915) |
Other (Expenses) Income | ||
Interest expense, net | (328,663) | (972,443) |
Amortization of debt discount | (818,182) | (4,154,922) |
Virtual Generation bonus earnout | (561,351) | |
Loss on share issuances | (44,063) | |
Other income | 165,375 | 149,565 |
Other expense | (86,933) | |
Loss on extinguishment of convertible debt | (719,390) | |
Gain (loss) on marketable securities | 290,000 | (97,500) |
Total Other Expenses | (1,497,793) | (5,680,714) |
Loss Before Income Taxes | (9,030,038) | (8,676,629) |
Income tax provision | (906,644) | (598,176) |
Net Loss | (9,936,682) | (9,274,805) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustment | 444,665 | (119,286) |
Comprehensive Loss | $ (9,492,017) | $ (9,394,091) |
Loss per common share- basic and diluted | $ (0.71) | $ (0.91) |
Weighted average number of common shares outstanding- basic and diluted | 14,047,725 | 10,226,432 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2018 | 9,442,537 | ||||
Beginning Balance, Amount at Dec. 31, 2018 | $ 944 | $ 23,962,920 | $ (57,431) | $ (13,967,030) | $ 9,939,403 |
Shares issued on conversion of convertible debentures, shares | 1,866,467 | ||||
Shares issued on conversion of convertible debentures | $ 187 | 5,972,321 | 5,972,508 | ||
Common stock issued to settle deferred purchase consideration,shares | 341,235 | ||||
Common stock issued to settle deferred purchase consideration | $ 34 | 1,027,279 | 1,027,313 | ||
Common stock issued to settle liabilities, shares | 284,721 | ||||
Common stock issued to settle liabilities | $ 28 | 1,009,953 | 1,009,981 | ||
Bonus shares issued to convertible debenture holders, shares | 14,082 | ||||
Bonus shares issued to convertible debenture holders | $ 1 | 45,064 | 45,065 | ||
Stock based compensation expense | 201,106 | 201,106 | |||
Promissory note, related party applied to warrant exercise | |||||
Foreign currency translation adjustment | (119,286) | (119,286) | |||
Net income (loss) | (9,274,805) | (9,274,805) | |||
Ending Balance, Shares at Dec. 31, 2019 | 11,949,042 | ||||
Ending Balance, Amount at Dec. 31, 2019 | $ 1,194 | 32,218,643 | (176,717) | (23,241,835) | 8,801,285 |
Shares issued on conversion of convertible debentures, shares | 230,326 | ||||
Shares issued on conversion of convertible debentures | $ 23 | 738,981 | 739,004 | ||
Common stock issued to settle deferred purchase consideration,shares | 354,105 | ||||
Common stock issued to settle deferred purchase consideration | $ 36 | 1,207,409 | 1,207,445 | ||
Common stock issued to settle liabilities, shares | 8,469 | ||||
Common stock issued to settle liabilities | $ 1 | 46,665 | 46,666 | ||
Bonus shares issued to convertible debenture holders | |||||
Stock based compensation expense | 518,506 | 518,506 | |||
Public offering proceeds, shares | 4,166,666 | ||||
Public offering proceeds | $ 417 | 10,005,832 | 10,006,249 | ||
Expenses related to public offering | 1,040,127 | (1,040,127) | |||
Proceeds from warrants exercised, shares | 3,278,004 | ||||
Proceeds from warrants exercised | $ 328 | 8,541,568 | 8,541,896 | ||
Promissory note, related party applied to warrant exercise, shares | 43,222 | ||||
Promissory note, related party applied to warrant exercise | $ 4 | 108,052 | 108,056 | ||
Fair value of warrants issued on convertible debt extensions | 719,390 | 719,390 | |||
Foreign currency translation adjustment | 444,665 | 444,665 | |||
Net income (loss) | (9,936,682) | (9,936,682) | |||
Ending Balance, Shares at Dec. 31, 2020 | 20,029,834 | ||||
Ending Balance, Amount at Dec. 31, 2020 | $ 2,003 | $ 53,064,919 | $ 267,948 | $ (33,178,517) | $ 20,156,353 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ (9,936,682) | $ (9,274,805) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Depreciation and amortization | 1,058,113 | 946,185 |
Amortization of debt discount | 818,182 | 4,154,922 |
Impairment of license | 4,900,000 | |
Non-cash interest | 216,268 | 745,762 |
Virtual Generation bonus earnout | 561,351 | |
Unrealized (gain) on marketable securities | (290,000) | 97,500 |
Stock option compensation expense | 518,506 | 201,106 |
Loss on extinguishment of convertible debt | 719,390 | |
Bonus shares issued to debenture holders | 45,065 | |
Gain on settlement of liabilities | (1,003) | |
Bad debt expense | 13,051 | |
Deferred taxation movement | (93,441) | (85,654) |
Changes in Operating Assets and Liabilities | ||
Prepaid expenses | (97,913) | (90,353) |
Accounts payable and accrued liabilities | 78,013 | 2,973,916 |
Accounts receivable | (55,750) | (95,147) |
Gaming accounts receivable | (53,047) | (240,559) |
Gaming accounts liabilities | 1,282,510 | 701,029 |
Taxes payable | 580,224 | (438,235) |
Due from related parties | (302) | |
Other current assets | 187,390 | (368,894) |
Long term liability | (10,005) | 22,294 |
Net Cash Provided by (used in) Operating Activities | (165,493) | (145,520) |
Cash Flows from Investing Activities | ||
Acquisition of property, plant, and equipment and intangible assets | (291,501) | (252,198) |
Acquisition of Virtual Generation, net of cash of $47,268 | (216,150) | |
Net Cash used in Investing Activities | (291,501) | (468,348) |
Cash Flows from Financing Activities | ||
Proceeds from public offering, less expenses related to public offering of $1,040,127 | 8,966,122 | |
Proceeds from warrants exercised | 8,541,896 | |
Proceeds from bank overdraft | 3,641 | |
Proceeds from bank credit line | 250,000 | |
Repayment of bank credit line | (500,000) | |
Repayment of bank loan | (62,364) | (118,336) |
Redemption debentures | (2,778,349) | |
Proceeds from promissory notes - related party | 300,000 | |
Repayment of promissory note- related party | (200,000) | |
Proceeds from Government relief loan | 30,146 | |
Deferred purchase price payments | (1,577,010) | (672,871) |
Proceeds from finance leases | 14,989 | |
Repayment of financial leases | (12,666) | (11,371) |
Advance from related party | 58,144 | |
Net Cash provided by (Used in) Financing Activities | 12,711,416 | (479,445) |
Effect of change in exchange rates | 1,057,832 | (24,614) |
Net increase (decrease) in cash | 13,312,254 | (1,117,927) |
Cash, cash equivalents and restricted cash - beginning of the period | 6,732,515 | 7,850,442 |
Cash, cash equivalents and restricted cash - end of the period | 20,044,769 | 6,732,515 |
Reconciliation of cash, cash equivalents and restricted cash within the Balance Sheets to the Statement of Cash Flows | ||
Cash and cash equivalents | 18,945,817 | 5,182,598 |
Restricted cash included in non-current assets | 1,098,952 | 1,549,917 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for: Interest | 741,510 | 227,006 |
Cash paid during the year for: Income tax | 359,863 | 884,295 |
Supplemental cash flow disclosure for non-cash activities | ||
Conversion of convertible debt to common stock | 739,004 | 5,972,508 |
Promissory note, related party, applied to warrant exercise | 108,056 | |
Deferred purchase consideration on acquisition of Virtual Generation | 3,828,133 | |
Common shares issued for the acquisition of subsidiaries | 1,207,445 | 1,027,313 |
Settlement of liabilities by the issuance of common stock | $ 46,666 | $ 1,009,981 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Acquisition of Virtual Generation, cash | $ 47,268 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business On November 2, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect its corporate name change from Newgioco Group, Inc. to Elys Game Technology, Corp. Established in the state of Delaware in 1998, Elys Game Technology, Corp (“Elys” or the “Company”) is an international, vertically integrated commercial-stage company engaged in various aspects of the leisure gaming industry. The Company is an Italian and Austrian licensed gaming operator in the regulated Italian leisure betting market offering gaming services, including a variety of lottery, casino gaming and sports betting products through two distribution channels: an online channel and a land-based retail channel. Additionally, the Company is a global gaming technology company (known as a “Provider”), which owns and operates a betting software designed with a unique “distributed model” (“shop-client”) software architecture colloquially named Elys Game Board (the “Platform”). The Platform is a fully integrated “omni-channel” framework that combines centralized technology for updating, servicing and operations with multi-channel functionality to accept all forms of customer payment through the two distribution channels described above. The omni-channel software design is fully integrated with a built-in player gaming account management system and sports book. The Company and its subsidiaries are as follows: Name Acquisition or Formation Date Domicile Functional Currency Elys Game Technology, Corp. Parent Company USA US Dollar Multigioco Srl (“Multigioco”) August 15, 2014 Italy Euro Ulisse GmbH (“Ulisse”) July 1, 2016 Austria Euro Odissea Betriebsinformatik Beratung GmbH (“Odissea”) July 1, 2016 Austria Euro Virtual Generation Limited (“VG”) January 31, 2019 Malta Euro Newgioco Group Inc. (“NG Canada”) January 17, 2017 Canada Canadian Dollar Elys Technology Group Limited April 4, 2019 Malta Euro Newgioco Colombia SAS November 22, 2019 Colombia Colombian Peso Elys Gameboard Technologies, LLC May 28, 2020 USA US Dollar In January 2019, in connection with the acquisition of VG, the Company acquired Naos Holdings Limited. The Company distributed all of the earnings of Naos Holdings Limited and the remaining Naos legal entity was dissolved with effect from December 31, 2019. The operations of the Company’s prior subsidiary, Rifa Srl, were absorbed into the operations of Multigioco Srl with effect from January 30, 2020, and the remaining Rifa legal entity was dissolved with effect from January 20, 2020. The Company operates in two lines of business: (i) provider of certified betting platform software services to leisure betting establishments in Italy and 9 other countries and; (ii) the operating of web based as well as land-based leisure betting establishments situated throughout Italy. The Company’s operations are carried out through the following three geographically organized groups: a) an operational group is based in Europe and maintains administrative offices headquartered in Rome, Italy with satellite offices for operations administration in Naples and Teramo, Italy and San Gwann, Malta; b) a technology group which is based in Innsbruck, Austria and manages software development, training and administration; and c) a corporate group which is based in North America and maintains an executive suite in San Francisco, California and a Canadian office in Toronto, through which we carry-out corporate activities, handle day-to-day reporting and U.S. development planning, and through which various employees, independent contractors and vendors are engaged. |
Accounting Policies and Estimat
Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies and Estimates | 2. Accounting Policies and Estimates a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For the purposes of its listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “Continuous Disclosure Obligations” b) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company transactions are eliminated upon consolidation. Certain items in the prior periods were reclassified to conform to the current period presentation. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. c) Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into US Dollars at the exchange rate in effect at year end and the results of operations and cash flows at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All revenues were generated in Euro and Colombian Pesos during the years presented. Gains and losses from foreign currency transactions are recognized in current operations. d) Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. e) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived intangible assets and goodwill, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. f) Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, indirect taxes, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using the Company’s website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when it believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If the Company determines that a loss is possible, and a range of the loss can be reasonably estimated, it discloses the range of the possible loss in the Notes to the Consolidated Financial Statements. The Company evaluates, on a regular basis, developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should any of the Company’s estimates and assumptions change or prove to have been incorrect, it could have a material impact on its business, consolidated financial position, results of operations, or cash flows. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on the Company’s operations or financial condition. The Company has insured and continues to insure against most of these types of claims. g) Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. h) Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company determined that the conversion feature of the convertible debt issued in May 2018 did not qualify as a derivative liability and is not bifurcated from the host instrument but contains a beneficial conversion feature. i) Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. The Company had no cash equivalents as of December 31, 2020 and 2019, respectively. The Company primarily places cash balances in the U.S. with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN $100,000 per institution, in Italy which is insured by the Italian deposit guarantee fund Fondo Interbancario di Tutela dei Depositi (FITD) up to a limit of €100,000 per institution, and in Germany which is a member of the Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken) up to a limit of €100,000 per institution. j) Gaming Accounts Receivable Gaming accounts receivable represent gaming deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to the Company’s bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does not require collateral to support customer receivables. The Company recorded a bad debt expense of $90,705 and $163,942 for the years ended December 31, 2020 and 2019, respectively. All balances previously recorded as allowance for doubtful accounts were written off as uncollectible. k) Gaming Accounts Payable Gaming accounts payable represent customer balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment of winnings from the Company at any time and the payment to customers can be made through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest bearing. l) Long Lived Assets The Company evaluates the carrying value of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. m) Property, Plant and Equipment Plant and equipment is stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of plant and equipment. All other expenditures are recognized as expenses in the statement of operations as incurred. Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows: Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 n) Intangible Assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. The range of the estimated useful lives is as follows: Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 The Ulisse Bookmaker License has no expiration date and is therefore not amortized but is tested from impairment on an annual basis in terms of ASC 350 using estimated fair value. o) Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. In terms of ASC 350, the Company skipped the requirement to perform a qualitative assessment and performed a quantitative assessment on its goodwill as of December 31, 2020 and determined that an impairment was not considered necessary. p) Leases The Company accounts for leases in terms of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the end of the lease term. Leases which imply that the Company will retain ownership at the end of the lease term are classified as financial leases, are included in plant and equipment with a corresponding financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest rate method. Leases which imply that the Company will not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected as a non-current right of use asset with a corresponding operational lease liability raised at the date of lease inception. The right of use asset and the operational lease liability are amortized over the right of use period using the effective interest rate implied in the operating lease agreement. q) Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In Italy, tax years beginning 2016 forward, are open and subject to examination, while in Austria companies are open and subject to inspection for five years and ten years for inspection of serious infractions. In the United States and Canada, tax years beginning 2016 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. r) Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include software licensing fees, training, installation, and product support services. The Company does not sell its proprietary software. Revenue is recognized when transfer of control to the customer has been made and the Company’s performance obligation has been fulfilled. License fees are calculated as a percentage of each licensee’s level of activity and are contingent upon the licensee’s usage. The license fees are recognized on an accrual basis as earned. s) Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options is recognized ratably over the vesting period of the option. In addition, the Company records expense related to Restricted Stock Units (“RSU’s”) granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Forfeitures of stock options and RSUs are recognized as they occur. Stock-based compensation expense for a stock-based award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. t) Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments. u) Earnings Per Share Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the dilutive impact on the number of shares outstanding should they be exercised. Securities that have the potential to dilute shareholder's interests include unexercised stock options and warrants as well as unconverted debentures. On December 12, 2019, the Company effected an 1 for 8 reverse stock split, all references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the reverse stock split. v) Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. w) Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): “Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected credit loss methodology that is referred to as the current expected credit loss (CECL) methodology. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments in this update are required to be applied using the modified retrospective method with an adjustment to accumulated deficit and are effective for the Company beginning with fiscal year 2020, including interim periods. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. An entity with trade receivables will be required to use historical loss information, current conditions, and reasonable and supportable forecasts to determine expected lifetime credit losses. Pooling of assets with similar risk characteristics is also required. Since adopted on January 1, 2020, there has not been any material impact on the Company’s financial position, results of operations, and related disclosures. In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740). The Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company’s financial statements is not considered to be material. In August 2020, the FASB issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). Certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. x) Reporting by segment The Company has two operating segments from which it derives revenue. These segments are: (i) the operating of web based as well as land based leisure betting establishments situated throughout Italy, and (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and 9 other countries. y) Comparative Certain expenses amounting to $2,000,579, classified as selling expenses in the prior year were reclassified as general and administrative expenses for comparative purposes. These expenses are related to operating our betting platforms and are more accurately reflected as general and administrative expenses, in line with our current operations. These reclassifications had no impact on net loss or comprehensive loss. |
Acquisition of subsidiaries
Acquisition of subsidiaries | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition of subsidiaries | 3. Acquisition of subsidiaries Virtual Generation Limited (“VG”) Acquisition On January 30, 2019, the Company entered into a Share Exchange Agreement (“VG SPA”), with the shareholders of Virtual Generation (“VG”) organized under the laws of Republic of Malta (the “Sellers”) and acquired all of the issued and outstanding ordinary shares of VG., together with all the ordinary shares of Naos Holding Limited, a company organized under the laws of Republic of Malta (“Naos”) that owned 3,999 of the 4,000 issued and outstanding ordinary shares of VG. VG owns and has developed a virtual gaming software platform. The prior non-operating holding company subsidiary Naos was discontinued with effect on December 31, 2019. Pursuant to the Purchase Agreement, on the Closing Date, the Company agreed to pay the Sellers the previously agreed to consideration of €4,000,000 ($4,576,352) in consideration for all the ordinary shares of VG and Naos, on the Closing Date as follows: (i) a cash payment of €108,000; (ii) the issuance of shares of the Company’s common stock valued at €89,000; and (iii) the delivery of a non-interest bearing promissory note of €3,803,000, providing for the payment of: (a) an aggregate of €2,392,000 in cash in 23 equal and consecutive monthly instalments of €104,000 with the first such payment due and payable on the date that was one month after the Closing Date; and (b) an aggregate of €1,411,000 in shares of the Company’s common stock in 17 equal and consecutive monthly instalments of €83,000 as determined by the average of the closing prices of such shares on the last 10 trading days immediately preceding the determination date of each monthly issuance, which issuances commenced on March 1, 2019. The €3,803,000 promissory note was originally recorded as a liability owing to related parties of €1,521,200 (Note 15) and to third parties of €2,281,800 (Note 12). Pursuant to the terms of the Purchase Agreement that the Company entered into with VG, the Company agreed to pay the sellers of VG an earnout payment in shares of our common stock equal to an aggregate amount of €500,000 (approximately $561,500), if the amounts of bets made by users of the VG platform grew by more than 5% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on the 18,449,380 tickets sold in 2019 the VG sellers qualified for the earnout payment of 132,735 shares of common stock at a price of $4.23 per share, which shares were issued effective January 2020. The earnout payment was considered remote at the time of entering into the transaction and was not recorded as a component of deferred purchase consideration, accordingly it has been expensed through the Statement of Operations for the year ended December 31, 2019. In terms of the agreement, the purchase price was allocated to the fair market value of tangible and intangible assets acquired and liabilities assumed, as follows: Amount Purchase consideration, net of discount of $382,778 $ 4,193,375 Fair value of assets acquired Cash 47,268 Current assets 178,181 Property, Plant and Equipment 41,473 Betting Platform 4,004,594 4,271,516 Less: liabilities assumed (78,141 ) Less: Imputed Deferred taxation on identifiable intangible acquired (Betting Platform) (1,401,608 ) Total identifiable assets less liabilities assumed 2,791,767 Goodwill arising on acquisition 1,401,608 Total purchase consideration $ 4,193,375 The Betting Platform value was determined by management, based on prior experience, and is being amortized over a period of 15 years, the expected useful life. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | 4. Restricted Cash Restricted cash consists of the following: · cash held in a segregated bank account at Intesa Sanpaolo Bank S.p.A. (“Intesa Sanpaolo Bank”) as collateral against a bank loan with Intesa Sanpaolo Bank for Multigioco as well as Wirecard Bank as a security deposit for Ulisse betting operations. · The Company maintains a $1,000,000 deposit at Metropolitan Commercial bank held as security against a $500,000 line of credit. See Note 10. |
Property, Plant and equipment
Property, Plant and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and equipment | 5. Plant and equipment December 31, 2020 December 31, 2019 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 67,004 $ (27,297 ) $ 39,707 $ 32,405 Computer and office equipment 978,113 (730,541 ) 247,572 312,824 Fixtures and fittings 296,971 (242,506 ) 54,465 57,598 Vehicles 106,580 (43,198 ) 63,382 72,526 Computer software 194,577 (110,112 ) 84,465 45,372 $ 1,643,245 $ (1,153,654 ) $ 489,591 $ 520,725 The aggregate depreciation charge to operations was $354,552 and $283,497 for the years ended December 31, 2020 and 2019, respectively. The depreciation policies followed by the Company are described in Note 2. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 6. Leases The Company’s portfolio of leases contains both finance and operating leases that relate to real estate agreements, vehicles and office equipment agreements. Operating leases Real estate agreements The Company has several property lease agreements in Italy and Austria which have terms in excess of a twelve month period, these property leases are for our administrative operations in these countries. The Company does not and does not intend to take ownership of the property at the end of the lease term. Vehicle agreements The Company leases several vehicles for business use purposes, the terms of these leases range from twenty four to thirty six months. The Company does not and does not intend to take ownership of the vehicles at the end of the lease term. Finance Leases Office equipment agreements The Company has entered into several finance leases for office equipment, the term of these leases range from thirty six to sixty months. The Company takes ownership of the office equipment at the end of the lease term. Right of use assets Right of use assets are included in the consolidated balance sheet are as follows: December 31, 2020 December 31, 2019 Non-current assets Right of use assets - operating leases, net of amortization $ 687,568 $ 792,078 Right of use assets - finance leases, net of depreciation – included in property, plant and equipment $ 27,119 $ 37,091 Lease costs consists of the following: Year ended December 31, 2020 2019 Finance lease cost: $ 14,040 $ 13,292 Amortization of right-of-use assets 12,870 11,890 Interest expense on lease liabilities 1,170 1,402 Operating lease cost 265,081 210,881 Total lease cost $ 279,121 $ 224,173 Other lease information: Year ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,170 ) $ (1,252 ) Operating cash flows from operating leases (265,081 ) (210,881 ) Financing cash flows from finance leases (12,666 ) (11,371 ) Right-of-use assets obtained in exchange for new finance leases 470 14,989 Right-of-use assets disposed of under operating leases prior to lease maturity (21,588 ) (81,263 ) Right-of -use assets obtained in exchange for new operating leases $ 84,918 $ 442,281 Weighted average remaining lease term – finance leases 2.74 years 3.46 years Weighted average remaining lease term – operating leases 2.83 years 3.74 years Weighted average discount rate – finance leases 3.65 % 3.52 % Weighted average discount rate – operating leases 3.59 % 3.42 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases as of December 31, 2020 is as follows: Amount 2021 11,342 2022 9,461 2023 7,581 2024 879 Total undiscounted minimum future lease payments 29,263 Imputed interest (1,487 ) Total finance lease liability $ 27,776 Disclosed as: Current portion $ 10,511 Non-Current portion 17,265 $ 27,776 Operating lease liability The amount of future minimum lease payments under operating leases as of December 31, 2020 is as follows: Amount 2021 258,406 2022 221,799 2023 178,842 2024 and beyond 31,304 Total undiscounted minimum future lease payments 690,351 Imputed interest (34,591 ) Total operating lease liability $ 655,760 Disclosed as: Current portion $ 238,899 Non-Current portion 416,861 $ 655,760 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Licenses obtained by the Company in the acquisitions of Multigioco and Rifa include a Gioco a Distanza (“GAD”) online license as well as a Bersani and Monti land-based licenses issued by the Italian gaming regulator to Multigioco and Rifa, respectively, as well as an Austrian Bookmaker License through the acquisition of Ulisse. Intangible assets consist of the following: December 31, 2020 December 31, 2019 Cost Impairment charge Accumulated amortization Net book Net book Betting platform software $ 5,689,965 $ $ (1,016,651 ) $ 4,673,314 $ 5,052,645 Licenses 10,704,888 (4,900,000 ) (887,155 ) 4,917,733 9,929,495 Location contracts 1,000,000 (911,545 ) 88,455 231,312 Customer relationships 870,927 (361,690 ) 509,237 569,700 Trademarks 119,477 (50,634 ) 68,843 73,875 Websites 40,000 (40,000 ) $ 18,425,257 $ (4,900,000 ) $ (3,267,675 ) $ 10,257,582 $ 15,857,027 The Company recorded $703,191 and $771,665 in amortization expense for finite-lived assets for the year ended December 31, 2020 and 2019, respectively, and an impairment provision of $4,900,000 against indefinite lived licenses. The estimated amortization expense over the next five year period is as follows: Amount 2021 622,285 2022 450,403 2023 449,958 2024 448,124 2025 448,124 Total estimated amortization expense 2,418,894 The Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. In assessing the impairment of indefinite lived licenses, the Company first performed a qualitative impairment test to determine if any impairment indicators were present, impairment indicators were noted for indefinite life intangibles assets in the Ulisse operation. The impairment process used was as follows: · based on qualitative impairment indicators bring present; · the Company utilized managements December 2020 annual operational budget cash flows for the 2021 together with forecasted cash flows for the next four year period ending in 2025; · the budgeted and forecasted cash flows were adjusted for taxation at the Company’s current effective tax rate; · working capital cash flow movements were estimated for the budget and the forecast period using historical experience; · plant and equipment cash flow additions for the budget and forecast period were estimated using historical experience and known cash flows; · net cash flow as determined by the above, were forecast in perpetuity by using the forecast growth rate and the Company’s estimated Weighted Average Cost of Capital (“WACC”); · The forecast future cash flows were discounted back to present value using the WACC; · WACC was determined by comparing the Company’s beta to that of certain peer companies and determining what a reasonable WACC was compared to our calculated internal WACC, we determined that due to recent volatility in the Company’s common stock price that a reasonable peer WACC is 10%. The COVID-19 pandemic has resulted in the closure of our land-based operations in the Italian market for an extended period of time and as the pandemic evolves and the markets in which the Company operates continue to experience resurgences of the virus, we are uncertain as to the long-term impact on the Company’s land-based operations. As such, the Company has made a strategic decision to transfer its Ulisse customer relationships in Italy to Multigioco ahead of license renewals which are expected to take place within the next one to two years. The combined Multigioco and Ulisse business under the Multigioco entity, which is an Italian based operator, substantially increases the Company’s market share in Italy, and may improve the possibility of renewing our Italian licenses. Ulisse is based in Austria and may be at a disadvantage and at risk of losing its ability to operate in the Italian market when licenses are renewed. Ulisse will focus on developing gaming solutions for the Austrian and other European markets in the near term. The license under which Ulisse operates in Italy, is not transferable to Multigioco and accordingly, based on a quantitative impairment analysis, an impairment charge of $4,900,000 is considered appropriate. The Company believes that the remaining carrying amounts of its intangible assets are recoverable. However, if adverse events were to occur or circumstances were to change indicating that the carrying amount of such assets may not be fully recoverable, the assets would be reviewed for impairment and the assets may be further impaired. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill December 31, 2020 December 31, 2019 Opening balance $ 1,663,385 $ 262,552 Acquisition of Virtual Generation — 1,401,608 Impairment charge — — Foreign exchange movements (265 ) (775 ) Closing balance $ 1,663,120 $ 1,663,385 Goodwill represents the excess purchase price paid over the fair value of assets acquired, including any other identifiable intangible assets. On January 30, 2019, the Company acquired Virtual Generation Limited, as disclosed in Note 3 above. The goodwill on acquisition arose as the proceeds paid on acquisition exceeded the fair value of the identifiable assets less assumed liabilities and imputed deferred tax liabilities on identifiable intangible assets by $1,401,608. The Company evaluates goodwill for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of the reporting unit to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Marketable Securities | 9. Marketable Securities Investments in marketable securities consists of 2,500,000 shares of Zoompass Holdings (“Zoompass”) and is accounted for at fair value, with changes recognized in earnings. On December 31, 2020, the shares of Zoompass were last quoted at $0.187 per share on the OTC market, resulting in an unrealized gain recorded to earnings related to these securities of $290,000, The Company recorded an unrealized loss of $97,500 for the year ended December 31, 2019. |
Line of Credit - Bank
Line of Credit - Bank | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Line of Credit - Bank | 10. Line of Credit - Bank The Company maintains a $1,000,000 secured revolving line of credit from Metropolitan Commercial Bank in New York, of which $500,000 was drawn as of December 31, 2020, which bears a fixed rate of interest of 3.00% on the outstanding balance with an interest only monthly minimum payment, and no maturity date as long as the security deposit of $1,000,000 remains in place, see Note 4. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Convertible Debentures | 11. Convertible Debentures On February 26, 2018, the Company issued debenture units to certain accredited investors (the “February 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of issuance, (ii) warrants to purchase up to 31.25 shares of the Company’s common stock at an exercise price equal to the lesser of $5.00 or 125% of the proposed initial Canadian public offering price per warrant, expiring on February 25, 2020, and (iii) 20 shares of restricted common stock. The investors in the February 2018 Private Placement purchased an aggregate principal amount of CDN $670,000 ($521,900) debentures and received warrants to purchase up to 20,938 shares of the Company’s common stock and 13,875 shares of common stock. As a result of the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the February 2018 Private Placement debentures plus any accrued and unpaid interest may have been converted into shares of the Company’s common stock at a price equal to $3.20 per share and the warrants could have been exercised at a price equal to $4.00 per share. In April 2018, the Company issued debenture units to certain investors (the “April 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of issuance, (ii) warrants to purchase up to 31.25 shares of the Company’s common stock at an exercise price equal to the lesser of $5.00 or 125% of the proposed initial Canadian public offering price per warrant, expiring in April 2020, and (iii) 20 shares of restricted common stock. The investors in the April 2018 Private Placement purchased an aggregate principal amount of CDN $135,000 ($105,200) debentures and received warrants to purchase up to 4,218.75 shares of the Company’s common stock and 2,700 shares of restricted common stock. As a result of the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the April 2018 Private Placement debentures plus any accrued and unpaid interest may have been converted into shares of the Company’s common stock at a price equal to $3.20 per share and the warrants could have been exercised at a price equal to $4.00 per share. On April 19, 2018, the Company re-issued debenture units that were first issued to certain investors between January 24, 2017 and January 31, 2018 in order to simplify the various debentures into a single series with the same terms as new convertible debenture units issued on February 26, 2018 (the “April 19, 2018 Debentures”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of issuance, (ii) warrants to purchase up to 31.25 shares of the Company’s common stock at an exercise price equal to the lesser of $5.00 or 125% of the proposed initial Canadian public offering price per warrant, expiring on April 19, 2020, and (iii) 20 shares of restricted common stock. The investors in the April 19, 2018 Private Placement received an aggregate principal amount of CDN $1,436,000 ($1,118,600) debentures, warrants to purchase up to 44,875 shares of the Company’s common stock and 28,720 restricted shares of common stock. As a result of the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the April 19, 2018 Debentures plus any accrued and unpaid interest could have been converted into shares of the Company’s common stock at a price equal to $3.20 per share and the warrants could have been exercised at a price equal to $4.00 per share. On May 11, 2018, the Company issued debenture units to certain investors (the “May 11, 2018 Private Placement”). Each debenture unit was comprised of (i) a debenture in the principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of issuance, (ii) warrants to purchase up to 31.25 shares of the Company’s common stock at an exercise price equal to the lesser of $5.00 or 125% of the proposed initial Canadian public offering price per warrant, expiring on May 11, 2020, and (iii) 20 shares of restricted common stock. The investors in the May 11, 2018 Private Placement purchased an aggregate principal amount of CDN $131,000 ($102,000) debentures and received warrants to purchase up to 4,093.75 shares of the Company’s common stock and 2,620 restricted shares of common stock. As a result of the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the May 11, 2018 Private Placement plus any accrued and unpaid interest could have been converted into shares of the Company’s common stock at a price equal to $3.20 per share and the warrants could have been exercised at a price equal to $4.00 per share. On May 31, 2018, the Company closed a private placement offering of up to 7,500 units and entered into Subscription Agreements (the “Agreements”) with certain accredited investors (the “May 31, 2018 Private Placement”). The units were offered in both U.S. and Canadian dollar denominations. Each unit sold to U.S. investors was sold at a per unit price of $1,000 and was comprised of (i) a 10% convertible debenture in the principal amount of $1,000 (the “U.S. Debentures”) maturing on May 31, 2020, (ii) 26 shares of our common stock and (ii) warrants to purchase up to 135.25 shares of the Company’s common stock (the “U.S. Warrants”). Each unit sold to Canadian investors was sold at a per unit price of CND $1,000 and was comprised of (i) a 10% convertible debenture in the principal amount of CND $1,000 (the “Canadian Debentures” and together with the U.S. Debentures, the “May Debentures”), (ii) 20 shares of our common stock and (ii) warrants to purchase up to 104.06 shares of our common stock (the “Canadian Warrants” and together with the U.S. Warrants, the “May Warrants”). The proceeds received from the convertible debentures were net of finders fees paid to certain brokers. In addition, the Company also issued: (i) shares of common stock to the convertible debenture holders; (iii) certain two year warrants exercisable for shares of common stock at an exercise price of $4.00 per share; (iii) in conjunction with the finders fees paid, the Company also issued warrants to certain brokers on the same terms and conditions as the warrants issued to the convertible debenture holders. The convertible debentures were convertible into shares of common stock at a conversion price of $3.20 per share. The May Warrants and broker warrants were exercisable at an exercise price of $4.00 per share and expired on May 31, 2020. The accounting treatment of the above is as follows: (i) The convertible debentures were recorded at gross value; (ii) The cash fee paid to the brokers was $427,314 and the fair value of the warrants issued to the brokers were valued at fair value as described in (iv) below and were recorded as a debt discount against the gross value of the convertible debentures; (iii) The shares of common stock issued to the convertible debenture holders were valued at $582,486, the market price of the common stock on the date of issue and were recorded as debt discount against the gross value of the convertible debt; (iv) The warrants issued to the convertible debenture holders and brokers were valued at $2,929,712 using a Black-Scholes valuation model. These warrants were equity classified with a beneficial conversion feature. The total debt discount above amounted to $6,524,567 which was being amortized over the two year life of the debentures on a straight line basis. Convertible debentures of $10,000 and CDN $65,000 (approximately $48,416) that had matured on May 31, 2020 were extended to August 29, 2020, of which CDN $35,000 was acquired by a related party prior to extension, and a further $600,000 and CDN $242,000 (approximately $180,257) that had matured, had the maturity date extended to September 28, 2020, of which $500,000 and CDN $207,000 were acquired by a related party, prior to extension. As an incentive for extending the maturity date of the convertible debentures, the debenture holders were granted two year warrants exercisable for 301,644 shares of common stock at an exercise price of $3.75 per share, of which 144,041 were granted to related parties and three year warrants exercisable for 72,729 shares of common stock at an exercise price of $5.00 per share, of which 36,010 were issued to related parties. All of the convertible debentures with extended maturity dates, with the exception of one convertible debenture of CDN $35,000, were repaid during 2020. The remaining convertible debenture of CDN $35,000 was repaid in 2021. During the year ended December 31, 2020, investors in Canadian Dollar convertible debentures converted the aggregate principal amount of CDN $317,600, including interest thereon of CDN $45,029 and investors in US Dollar convertible debentures converted the aggregate principal amount of $400,000, including interest thereon of $70,492 into 230,134 shares of common stock. The Aggregate convertible debentures outstanding consists of the following: December 31, 2020 December 31, 2019 Principal Outstanding Opening balance $ 3,464,737 $ 8,529,751 Repaid (2,778,349 ) — Conversion to equity (634,431 ) (5,240,736 ) Foreign exchange movements (24,515 ) 175,722 27,442 3,464,737 Accrued Interest Opening balance 524,227 520,523 Interest expense 207,595 719,004 Repaid (619,992 ) — Conversion to equity (103,958 ) (731,731 ) Foreign exchange movements (767 ) 15,504 7,105 524,227 Debenture Discount Opening balance (627,627 ) (4,587,228 ) Amortization 627,627 3,959,601 — (627,627 ) Convertible Debentures, net $ 34,547 $ 3,361,337 |
Deferred Purchase Consideration
Deferred Purchase Consideration | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Deferred Purchase Consideration | 12. Deferred Purchase Consideration In terms of the acquisition of Virtual Generation on January 31, 2019, disclosed in Note 3 above, the Company issued non-interest bearing promissory notes of €3,803,000 owing to both related parties and non-related parties. The value of the promissory notes payable related parties was €1,521,200 and to non-related parties was €2,281,800. The promissory notes payable to non-related parties are to be settled as follows: (a) an aggregate of €1,435,200 in cash in 23 equal and consecutive monthly instalments of €62,400 with the first such payment due and payable on the date that was one month after the Closing Date; and (b) an aggregate of €846,600 in shares of the Company’s common stock in 17 equal and consecutive monthly instalments of €49,800 as determined by the average of the closing prices of such shares on the last 10 trading days immediately preceding the determination date of each monthly issuance, which issuances commenced on March 1, 2019. Pursuant to the terms of the Purchase Agreement that the Company entered into with VG, the Company agreed to pay the sellers of VG an earnout payment in shares of our common stock equal to an aggregate amount of €500,000 (approximately $561,500), if the amounts of bets made by users of the VG platform grew by more than 5% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on the 18,449,380 tickets sold in 2019 the VG sellers qualified for the earnout payment of 132,735 shares of common stock at a price of $4.23 per share, which shares were issued effective January 2020. The earnout payment was considered remote at the time of entering into the transaction and was not recorded as a component of deferred purchase consideration, accordingly it has been expensed through the statement of operations for the year ended December 31, 2019. The amount due to the non-related party VG sellers amounted to €300,000 (approximately $336,810). The future payments on the promissory notes were discounted to present value using the Company’s average cost of funding of 10%. The discount is being amortized over the repayment period of the promissory note using the effective interest rate method. The movement on deferred purchase consideration consists of the following: Description December 31, 2020 December 31, 2019 Principal Outstanding Promissory note due to non-related parties $ 1,802,384 $ 2,745,811 Additional earnout earned — 336,810 Settled by the issuance of common shares (724,467 ) (616,387 ) Repayment in cash (1,105,455 ) (607,555 ) Foreign exchange movements 52,972 (56,295 ) 25,434 1,802,384 Present value discount on future payments Present value discount (120,104 ) (242,089 ) Amortization 114,333 117,192 Foreign exchange movements (1,990 ) 4,793 (7,761 ) (120,104 ) Deferred purchase consideration, net $ 17,673 $ 1,682,280 |
Bank Loan Payable
Bank Loan Payable | 12 Months Ended |
Dec. 31, 2020 | |
Bank Loan Payable | |
Bank Loan Payable | 13. Bank Loan Payable In September 2016, the Company obtained a loan of €500,000 (approximately $545,000) from Intesa Sanpaolo Bank in Italy, which loan is secured by the Company's assets. The loan has an underlying interest rate of 4.5% above the Euro Inter Bank Offered Rate, subject to quarterly review and is amortized over 57 months ending March 31, 2021. Monthly repayments of €9,760 began in January 2017. In terms of a directive by the Italian Government, in order to provide financial relief due to the Covid-10 pandemic, Multigioco was able to suspend repayments of the loan for a period of six months and the maturity date of the loan was extended to March 31, 2022, the interest rate remains the same at 4.5% above the Euro Inter Bank Offered Rate with monthly repayments revised to $9,971. The Company made payments of €59,396 (approximately $67,783) which included principal of €54,638 (approximately $62,353) and interest of €4,758 approximately $5,430) for the year ended December 31, 2020. |
Other long term liabilities
Other long term liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Other long term liabilities | 14. Other Long-term Liabilities Other long-term liabilities represent the following: · Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees on termination or retirement; · Shop deposits that are held by Ulisse. Balances of other long-term liabilities were as follows: December 31, 2020 December 31, 2019 Severance liability $ 297,120 $ 211,734 Customer deposit balance 366,947 407,810 Total other long term liabilities $ 664,067 $ 619,544 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties Notes Payable, Related Party On March 11, 2020, the Company received an advance of $300,000 in terms of a Promissory Note (“PN”) entered into with Forte Fixtures and Millwork, Inc., a Company controlled by the brother of our Executive Chairman. The PN bears no interest and is repayable on demand. The movement on notes payable, Related Party, consists of the following: December 31, 2020 December 31, 2019 Principal Outstanding Opening balance $ — $ 318,078 Additions 300,000 — Repayment (200,000 ) — Applied to warrant exercise (100,000 ) — Settled by issuance of common shares — (318,078 ) — — Accrued Interest Opening balance — 113,553 Interest expense 22,521 25,830 Repayment (14,465 ) — Applied to warrant exercise (8,056 ) — Conversion to equity — (139,383 ) — — Promissory Notes Payable – Related Party $ — $ — Convertible notes acquired, Related Party Forte Fixtures and Millworks acquired certain convertible notes from third parties that had matured on May 31, 2020. The convertible notes had an aggregate principal amount of $150,000 and only the accrued interest of $70,000 on a note with an aggregate principal amount of $350,000 and notes with an aggregate principal amount of CDN $207,000, the maturity date of these convertible notes was extended to September 28, 2020. The convertible notes together with interest thereon, amounting to $445,020 were repaid between August 23, 2020 and October 21, 2020. As an incentive for extending the maturity date of the convertible debentures, Forte Fixtures was granted two year warrants exercisable for 134,508 shares of common stock at an exercise price of $3.75 per share and three year warrants exercisable for 33,627 shares of common stock at an exercise price of $5.00 per share. These warrants were exercised on December 30, 2020, for gross proceeds of $630,506. Deferred Purchase consideration, Related Party In terms of the acquisition of VG on January 17, 2019, disclosed in Note 3 above, the Company issued non-interest bearing promissory notes in the principal amount of €3,803,000 owing to both related parties and non-related parties. The value of the promissory notes payable to non-related parties was €2,281,800 and to related parties was €1,521,200. The related party promissory notes are due to Luca Pasquini, a director and officer of the Company and Gabriele Peroni, an officer of the Company. The promissory notes were to be settled as follows: (a) an aggregate of €956,800 in cash in 23 equal and consecutive monthly instalments of €41,600 with the first such payment due and payable on the date that is one month after the closing of the acquisition (the “Closing Date”); and (b) an aggregate of €564,400 in shares of the Company’s common stock in 17 equal and consecutive monthly instalments of €33,200 as determined by the average of the closing prices of such shares on the last 10 trading days immediately preceding the determination date of each monthly issuance, commencing on March 1, 2019. Pursuant to the terms of the Purchase Agreement that the Company entered into with VG, the Company agreed to pay the VG Sellers an earnout payment in shares of our common stock equal to an aggregate amount of €500,000 (approximately $561,500), if the amounts of bets made by users of the VG platform grew by more than 5% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on the 18,449,380 tickets sold in 2019 the VG sellers qualified for the earnout payment of 132,735 shares of common stock at a price of $4.23 per share, which shares were issued effective January 2020. The amount due to the related party VG Sellers amounted to €200,000 (approximately $224,540) and was settled during January 2020 by the issuance of 53,094 shares of common stock at $4.23 per share. The movement on deferred purchase consideration consists of the following: Description December 31, 2020 December 31, 2019 Principal Outstanding Promissory notes due to related parties $ 1,279,430 $ 1,830,541 Additional earnout earned — 224,540 Settled by the issuance of common shares (482,978 ) (410,925 ) Repayment in cash (471,554 ) (328,734 ) Foreign exchange movements 57,230 (35,992 ) 382,128 1,279,430 Present value discount on future payments Present value discount (80,069 ) (161,393 ) Amortization 76,222 78,128 Foreign exchange movements (1,327 ) 3,196 (5,174 ) (80,069 ) Deferred purchase consideration, net $ 376,954 $ 1,199,361 Related party (payables) receivables Related party payables and receivables represent non-interest-bearing (payables) receivables that are due on demand. The balances outstanding are as follows: December 31, 2020 December 31, 2019 Related Party payables Gold Street Capital Corp. $ — $ (2,551 ) Luca Pasquini (565 ) — $ (565 ) $ (2,551 ) Related Party Receivables Luca Pasquini $ 1,519 $ 4,123 Gold Street Capital Gold Street Capital is wholly owned by Gilda Ciavarella, the spouse of Mr. Ciavarella. Amounts due to Gold Street Capital Corp., the major stockholder of Elys, are for reimbursement of expenses. During the period 2017 to 2019, Gold Street Capital funded the Company operations utilizing personal credit cards. These shareholder loan accounts were only refunded when the Company had available cash. The shareholder claimed reimbursement of the calculated interest expense of these shareholder loans at the rate of 18.99%, resulting in an interest charge of $50,494 for the year ended December 31, 2020. No interest was charged in prior periods. Gold Street Capital acquired certain convertible notes that had matured on May 31, 2020, amounting to CDN $35,000 from third parties, the maturity date of these convertible notes was extended to September 28, 2020. The convertible notes together with interest thereon, amounting to CDN $44,062 (approximately $34,547) was outstanding at December 31, 2020. This amount was repaid subsequent to period end. As an incentive for extending the maturity date of the convertible debentures, all debenture holders, including Gold Street Capital, were granted two-year warrants exercisable at an exercise price of $3.75 per share, and three-year warrants exercisable at an exercise price of $5.00 per share. Gold Street Capital was granted two year-warrants exercisable for 9,533 shares of common stock at $3.75 per share and three-year warrants exercisable for 2,383 shares of common stock at $5.00 per share. On September 4, 2019, the Company issued 15,196 shares of common stock to Gold Street Capital in settlement of $48,508 of advances made to the Company for certain reimbursable expenses. Luca Pasquini Amounts due to Luca Pasquini is for advances made to various subsidiaries for working capital purposes and receivables for expense advances. On January 31, 2019, the Company acquired VG for €4,000,000 (approximately $4,576,352), Mr. Pasquini was a 20% owner of VG and was due gross proceeds of €800,000 (approximately $915,270). The gross proceeds of €800,000 was to be settled by a payment in cash of €500,000 over a twelve month period and by the issuance of common stock valued at €300,000 over an eighteen month period. As of December 31, 2020, the Company has paid Mr. Pasquini cash of €333,100 (approximately $399,061) and issued 112,521 shares valued at €300,000 (approximately $334,791). In addition, due to the attainment of an earnout clause per the agreement, a further €500,000 (approximately $561,351) was earned as of December 31, 2019, of which Mr. Pasquini’s share was €100,000 (approximately $112,270), which earnout was settled by the issue of 26,547 shares of common stock during January 2020. On August 29, 2019, the Company granted to Mr. Pasquini, ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On October 1, 2020, the Company granted to Mr. Pasquini a ten year option to purchase 58,000 shares of common stock at an exercise price of $2.03 per share. Michele Ciavarella On December 30, 2020, Mr. Ciavarella resigned as the Chief Executive Officer of the Company and retained the position as Executive Chairman. In connection with Mr. Ciavarella’s appointment as the Executive Chairman, the Company entered into an amendment, dated December 30, 2020 to his employment agreement, dated December 31, 2018, as amended on July 5, 2019, by and between the Company and Mr. Ciavarella. Pursuant to the Amendment, Mr. Ciavarella’s: (i) position at the Company was changed to Executive Chairman; (ii) term of employment was extended three years to December 31, 2024; and (iii) base salary was increased to $500,000. The Amendment further provides that in lieu of cash, and to the extent shares are then available for grant under the Company’s 2018 Equity Incentive Plan, as amended, Mr. Ciavarella may elect to receive, as of the first business day in January of each year of employment, up to 50% of his base salary as a restricted stock grant of shares of the Company’s common stock under the Plan, vesting monthly over a 12-month period. For the year ended December 31, 2021, Mr. Ciavarella has agreed to receive $140,000 of his base salary as a restricted stock grant. On July 5, 2019, the Company granted to Mr. Ciavarella, the then Chief Executive Officer and Chairman of the board , ten year options to purchase 39,375 shares of common stock at an exercise price of $2.96 per share. On August 29, 2019, the Company granted to Mr. Ciavarella ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On September 4, 2019, Mr. Ciavarella converted $500,000 of accrued salaries into 125,000 shares of common stock at a conversion price of $4.00 per share. On October 1, 2020, the Company granted to Mr. Ciavarella, a ten year option to purchase 140,000 shares of common stock at an exercise price of $2.03 per share. Matteo Monteverdi Effective September 21, 2020, the Board of Directors (the “Board”) appointed Mr. Monteverdi, as President of the Company and effective December 30, 2020, Mr. Monteverdi was appointed as the Chief Executive Officer of the Company. Mr. Monteverdi has previously served as an independent strategic advisor to the Company since March 2020 and has developed a firm understanding of the unique technological capabilities of the Company’s Elys Game Board betting platform and has established a strong rapport with the Company’s current management team. In connection with his appointment, the Company and Mr. Monteverdi entered into a written employment agreement (the “Employment Agreement”) for an initial four-year term, which provides for the following compensation terms: · an annual base salary of $395,000 subject to increase, but not decrease, at the discretion of the Board; · the opportunity to earn a Management by Objectives bonus (“MBO Bonus”) of 0 to 100% of annual base salary with a target bonus of 50% upon the achievement of 100% of a target objective that is mutually agreed on by both the Company and Mr. Monteverdi; and · Equity Incentive Options to purchase 648,000 shares of common stock that vest pro rata on each of September 1, 2021, September 1, 2022, September 1, 2023 and September 1, 2024. Mr. Monteverdi is also eligible to participate in the Company’s 2018 Equity Incentive Plan and to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company or in the alternative may substitute the payment amount that would be paid for health benefits towards contributions to a 401k plan. In addition, the Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr. Monteverdi for “good reason” (each as defined in his agreement), he would be entitled to receive from the Company in equal installments over a period of six (6) months (1) an amount equal to one (1) times the sum of: (A) his base salary and (B) an amount equal to the highest annual MBO Bonus paid to him (if any) in respect of the two (2) most recent fiscal years of the Company but not more than his MBO Bonus for the-then current fiscal year (provided if such termination occurs within the first twelve (12) months of the Agreement, the amount shall be Executive’s MBO Bonus for the-then current fiscal year); (2) in lieu of any MBO Bonus for the year in which such termination occurs, payment of an amount equal to (A) the MBO Bonus (if any) which would have been payable to Mr. Monteverdi had he remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Mr. Monteverdi was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs. In addition, he will be entitled to continue to receive under the Employment Agreement an amount equal to the reimbursement of up to $2,000 a month in third-party medical and welfare benefits for Mr. Monteverdi and his dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Monteverdi becomes eligible to receive such coverage under a subsequent employer’s insurance plan. Mr. Monteverdi’s receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to his employment with the Company and the termination of his employment, and compliance with the restrictive covenants described in the following paragraph. Gabriele Peroni On January 31, 2019, the Company acquired VG for €4,000,000 (approximately $4,576,352), Mr. Peroni was a 20% owner of VG and was due gross proceeds of €800,000 (approximately $915,270). The gross proceeds of €800,000 was to be settled by a payment in cash of €500,000 over a twelve month period and by the issuance of common stock valued at €300,000 over an eighteen month period. As of December 31, 2020, the Company has paid Mr. Peroni cash of €354,400 (approximately $424,579) and issued 112,521 shares valued at €300,000 (approximately $334,791). In addition, due to the attainment of an earnout clause per the agreement, a further €500,000 (approximately $561,351) was earned as of December 31, 2019, of which Mr. Peroni’s share was €100,000 (approximately $112,270), which earnout was settled by the issue of 26,547 shares of common stock during January 2020. On August 29, 2019, the Company granted to Mr. Peroni, ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On October 1, 2020, the Company granted to Mr. Peroni a ten year option to purchase 36,000 shares of common stock at an exercise price of $2.03 per share. Mr. Peroni received salary payments through his wholly owned private company Dueci Srl. Alessandro Marcelli On August 29, 2019, the Company granted to Mr. Marcelli, an officer of the Company, ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On October 1, 2020, the Company granted to Mr. Marcelli a ten year option to purchase 56,000 shares of common stock at an exercise price of $2.03 per share. Mr. Marcelli received salary payments through his wholly owned private company AB Consulting Srl. Franco Salvagni On August 29, 2019, the Company granted to Mr. Salvagni, an officer of the Company, ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On October 1, 2020, the Company granted to Mr. Salvagni a ten year option to purchase 36,000 shares of common stock at an exercise price of $2.03 per share. Mr. Salvagni received salary payments through his wholly owned private company FSDS Srl. Beniamino Gianfelici On August 29, 2019, the Company granted to Mr. Gianfelici, an officer of the Company, ten year options to purchase 25,000 shares of common stock at an exercise price of $2.80 per share. On October 1, 2020, the Company granted to Mr. Gianfelici a ten year option to purchase 35,000 shares of common stock at an exercise price of $2.03 per share. Mr. Gianfelici received salary payments through his wholly owned private company FG Immobiliare Srl. Mark Korb On July 5, 2019, the Company granted to Mr. Korb, the chief financial officer of the Company, seven year options to purchase 25,000 shares of common stock at an exercise price of $2.72 per share. On October 1, 2020, the Company granted to Mr. Korb a ten year option to purchase 58,000 shares of common stock at an exercise price of $2.03 per share. Mr. Korb billed the Company through his wholly owned private company Korb Management Services, LLC. Paul Sallwasser On July 5, 2019, the Company granted to Mr. Sallwasser, a director of the Company, ten year options to purchase 20,625 shares of common stock at an exercise price of $2.96 per share. On October 1, 2020, the Company granted to Mr. Sallwasser a ten year option to purchase 55,000 shares of common stock at an exercise price of $2.03 per share. Steven Shallcross On July 5, 2019, the Company granted to Mr. Shallcross, a director of the Company, ten year options to purchase 10,313 shares of common stock at an exercise price of $2.96 per share. On October 1, 2020, the Company granted to Mr. Shallcross a ten year option to purchase 35,000 shares of common stock at an exercise price of $2.03 per share. Phillipe Blanc On October 1, 2020, the Company appointed Mr. Philippe Blanc as a director of the Company. On October 1, 2020, the Company granted to Mr. Blanc a ten year option to purchase 55,000 shares of common stock at an exercise price of $2.03 per share. Richard Cooper Mr. Cooper received director fees of $30,000 and $15,000 for the years ended December 31, 2020 and 2019, respectively. Clive Kabatznik Mr. Kabatznik received director fees of $10,000 and $30,000 for the years ended December 31, 2020 and 2019, respectively. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders Equity | 16. Stockholders’ Equity The Company issued the following shares of common stock to promissory note holders in terms of the agreement entered into for the acquisition of Virtual Generation, as disclosed in Note 3 above. · On January 1, 2020, 22,030 shares of common stock valued at $93,077; · On January 1, 2020, 132,735 shares of common stock valued at $561,350; · On February 27, 2020, 23,890 shares of common stock valued at $91,541; · On March 1, 2020, 25,690 shares of common stock valued at $96,372; · On April 1, 2020, 61,040 shares of common stock valued at $90,745; · On May 1, 2020, 24,390 shares of common stock valued at $91,265; · On June 1, 2020, 29,300 shares of common stock valued at $92,321; · On July 1, 2020, 35,130 shares of common stock valued at $91,265. On April 22, 2019, the Company issued 14,083 shares of common stock, valued at $45,066, to certain convertible debenture holders as an incentive for them to transfer their convertible debentures to another investor. Between September 4, 2019 and September 17, 2019, the Company issued 284,721 shares of common stock, valued at $728,884 in settlement of promissory notes amounting to $457,461 and other liabilities amounting to $553,525. For the year ended December 31, 2020, the Company issued a total of 230,326 shares of common stock, valued at $739,004, upon the conversion of convertible debentures into equity and for the year ended December 31, 2019, the Company issued a total of 1,866,528 shares of common stock, valued at $5,972,507, upon the conversion of convertible debentures into equity (Note 11). On August 17, 2020, the Company closed its underwritten public offering of 4,166,666 units at a price of $2.40 per unit for gross proceeds of $9,999,998, before underwriting commission of $800,000 and other offering expenses. Each unit consists of one share of common stock and one five year warrant exercisable for one share of common stock at an exercise price of $2.50 per share. The Company granted the underwriters a forty-five day option to purchase up to 624,999 shares of common stock and/or warrants at a price of $2.39 per share and $0.01 per five year warrant exercisable for one share of common stock at an exercise price of $2.50 per share. The underwriters were also issued a three year warrant exercisable for 208,333 shares of common stock at an exercise price of $3.00 per share. On September 3, 2020, the underwriters executed a partial exercise of the option to purchase 624,999 units and purchased only the warrants at a purchase price of $0.01 per warrant, less underwriters commission of $500, for net proceeds of $5,250. On December 30, 2020, the Company entered into a settlement agreement with its previous chairman whereby it issued 8,469 shares of common stock at a value of $46,666 to settle the balance owing to $46,666. Between December 18, 2020 and December 31, 2020, investors exercised warrants for 3,321,226 shares of common stock at exercise prices ranging from $2.50 to $5.00 per share for gross proceeds of $8,541,896, and the use of proceeds from promissory notes, related party of $108,056 was applied to the warrant exercise. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Warrants | 17. Warrants In connection with the convertible debenture agreements entered into with accredited investors in the first and second quarters of 2018, for each $1,000 debenture unit the Company issued two-year warrants to purchase up to 135.28 shares of the Company’s common stock and for each CDN $1,000 debenture unit the Company issued two-year warrants to purchase up to 104.06 shares of the Company’s common stock at an exercise price of $4.00 per share. These warrants expired unexercised. On May 31, 2020, in terms of convertible debt extension agreements entered into with investors, the Company granted two year warrants exercisable for 301,644 shares of common stock at an exercise price of $3.75 per share until May 31, 2022 and three year warrants exercisable for 72,729 shares of common stock at an exercise price of $5.00 per share until May 31, 2023. In terms of the underwritten public offering disclosed in note 16 above, the Company granted 4,166,666 five year warrants, exercisable at $2.50 per share to the subscribers. In addition, the Company granted the underwriter 208,333 three year warrants exercisable at $3.00 per share, and in terms of the underwriters’ over-allotment option, the Company granted an additional 624,999 five year warrants exercisable at $2.50 per share to the Underwriter. The warrants issued during the year ended December 31, 2020, were assessed in terms of ASC480-10, Distinguishing between Liabilities and Equity Derivatives and Hedging Transactions The warrants awarded during the year ended December 31, 2020 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Year ended December 31, 2020 Exercise price $2.50 to $5.00 Risk free interest rate 0.16 to 0.29 % Expected life of warrants 2 to 5 years Expected volatility of underlying stock 139.5 to 183.5 Expected dividend rate 0 % A summary of all of the Company’s warrant activity during the period January 1, 2019 to December 31, 2020 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2019 1,089,474 $ 4.00 $ 4.00 Granted — — — Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2019 1,089,474 $ 4.00 $ 4.00 Granted 5,374,371 2.50 to 5.00 2.62 Forfeited/cancelled (1,089,474 ) 4.00 4.00 Exercised (3,321,226 ) 2.50 - 5.00 2.62 Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 $ 2.63 The following tables summarize information about warrants outstanding as of December 31, 2020: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 1,747,949 4.65 $ 2.50 1,747,949 $ 2.50 $3.00 208,333 2.63 3.00 208,333 3.00 $3.75 57,761 1.41 3.75 57,761 3.75 $5.00 39,102 2.17 5.00 39,102 5.00 2,053,145 4.31 $ 2.63 2,053,145 $ 2.63 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | 18. Stock options In September 2018, our stockholders approved our 2018 Equity Incentive Plan, which provides for a maximum of 1,150,000 awards that can be issued as options, stock appreciation rights, restricted stock, stock units, other equity awards or cash awards. On October 1, 2020, the Board approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Plan”) to increase the maximum number of shares that may be granted as an award under the Plan to any non-employee director during any one calendar year to: (i) chairperson or lead director – 300,000 shares of common stock; and (ii) other non-employee director - 250,000 shares of common stock, which reflects an increase in the annual limits for awards to be granted to non-employee directors under the Plan. On November 20, 2020, the Company held its 2020 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 1,850,000 shares of common stock. During July 2019, we issued an aggregate of 95,313 options to purchase common stock, of which options to purchase 25,000 shares of common stock were issued to our Chief Financial Officer, options to purchase 39,375 shares of common stock were issued to our Chief Executive Officer and options to purchase 30,938 shares of common stock were issued to directors. During August 2019, we issued an aggregate of 150,000 options to purchase shares of common stock of which options to purchase 25,000 shares of common stock were issued to each of Michele Ciavarella, our Chief Executive Officer, Alessandro Marcelli, our Vice President of Operations, Luca Pasquini, our Vice President of Technology, Gabriele Peroni, our Vice President Business Development, Franco Salvagni, our Vice President of Land-based Operations and Beniamino Gianfelici, our Vice President Regulatory Affairs. On November 11,2019 the Company granted options to purchase 70,625 shares of common stock to various employees at an exercise price of $2.80 per share. During September 2020, in terms of the employment agreement entered into with Mr. Monteverdi, the Company granted options to purchase 648,000 shares of common stock that vest pro rata on each of September 1, 2021, September 1, 2022, September 1, 2023 and September 1, 2024. On October 1, 2020, the Board granted to each of Michele Ciavarella, Alessandro Marcelli, Luca Pasquini, Gabriele Peroni, Frank Salvagni, Beniamino Gianfelici and Mark Korb, an option to purchase 140,000, 56,000, 58,000, 36,000, 36,000, 35,000 and 58,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a thirty-six month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share. On October 1, 2020, the Board also granted to each of Paul Sallwasser, Steven Shallcross and Philippe Blanc, as non-executive members of the Board, an option to purchase 55,000, 35,000 and 55,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a twelve month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share. On October 1, 2020, the board granted options to purchase 95,000 shares of common stock to various employees at an exercise price of $2.03 per share. The options awarded during the year ended December 31, 2020 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Year ended December 31, 2020 Exercise price Risk free interest rate 0.68% Expected life of options 10 years Expected volatility of underlying stock 231.1 to 231.4 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2019 to December 31, 2020 is as follows: Number of shares Exercise price per share Weighted average exercise price Granted 315,938 $2.72 to $2.96 $ 2.84 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2019 315,938 $2.72 to $2.96 $ 2.84 Granted 1,307,000 $1.84 to $2.03 $ 1.95 Forfeited/Cancelled — — — Exercised — — — Outstanding December 31, 2020 1,622,938 $1.84 to $2.96 $ 2.11 The following tables summarize information about stock options outstanding as of December 31, 2020: Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted Average exercise price Number of shares Weighted average exercise price $ 1.84 648,000 9.73 — $ 2.03 659,000 9.75 79,083 — $ 2.72 25,000 5.50 25,000 $ 2.80 220,625 8.73 69,128 $ 2.96 70,313 8.52 70,313 1,622,938 9.49 $ 2.11 243,524 $2.59 The weighted-average grant-date fair values of options granted during the year ended December 31, 2020 was $2,542,423 ($1.95 per share). $518,106 was recorded as compensation cost for the year ended December 31, 2020. As of December 31, 2020, there were unvested options to purchase $1,379,414 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $2,722,022 which is expected to be recognized over a period of 44 months. The intrinsic value of the options at December 31, 2020 was $6,151,366. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues | 19. Revenues The following table represents disaggregated revenues from our gaming operations for the years ended December 31, 2020 and 2019. Net Gaming Revenues represents Turnover (also referred to as “Handle”), the total bets processed for the period, less customer winnings paid out, commissions paid to agents, and taxes due to government authorities, while Commission Revenues represents commissions on lotto ticket sales and Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. For the Year Ended December 31, 2020 2019 Handle (Turnover) Handle web-based $ 505,369,803 $ 328,385,837 Handle land-based 68,888,592 125,747,337 Total Handle (Turnover) $ 574,258,395 $ 454,133,174 Winnings/Payouts Winnings web-based 473,794,175 309,214,993 Winnings land-based 56,467,865 105,011,619 Total Winnings/Payouts 530,262,040 414,226,612 Gross Gaming Revenues $ 43,996,355 $ 39,906,562 Less: ADM Gaming Taxes 6,874,752 4,697,085 Net Gaming Revenues $ 37,121,603 $ 35,209,477 Betting platform software and services 144,764 373,654 Revenues $ 37,266,367 $ 35,583,131 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | 20. Net Loss per Common Share Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above, plus the incremental shares that would be issued upon the assumed exercise of “in-the-money” warrants using the treasury stock method and the inclusion of all convertible securities, including convertible debentures, assuming these securities were converted at the beginning of the period or at the time of issuance, if later. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the years ended December 31, 2020 and 2019, the following options, warrants and convertible debentures were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Description Year ended December 31, 2020 Year ended December 31, 2019 Options 1,622,938 315,938 Warrants 2,053,145 1,089,474 Convertible debentures 10,796 1,246,551 3,686,879 2,651,963 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the years ended December 31, 2020 and December 31, 2019. The Company's Italian subsidiaries are governed by the income tax laws of Italy. The corporate tax rate in Italy is 27.9% (IRES at 24% plus IRAP ordinary at 3.9%) on income reported in the statutory financial statements after appropriate tax adjustments. The Company's Austrian subsidiaries are governed by the income tax laws of Austria. The corporate tax rate in Austria is 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company's Canadian subsidiary is governed by the income tax laws of Canada and the Province of Ontario. The combined Federal and Provincial corporate tax rate in Canada is 26.5% on income reported in the statutory financial statements after appropriate tax adjustments. The Company's Colombian subsidiary is governed by the income tax laws of Colombia. The corporate tax rate in Colombia is 31% on income reported in the statutory financial statements after appropriate tax adjustments. The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The reconciliation of income tax expense at the U.S. statutory rate of 21% during 2020 and 2019, to the Company’s effective tax rate is as follows: December 31, 2020 December 31, 2019 U.S. Statutory rate $ 1,896,305 $ 1,822,092 Items not allowed for tax purposes (2,113,651 ) (1,142,776 ) Foreign tax rate differential (90,772 ) (66,163 ) Additional foreign taxation (36,939 ) (15,190 ) Withholding tax on dividends (162,112 ) — Prior year over provision — 1,167 Prior year net operating loss adjustment — (917,820 ) Movement in valuation allowances (323,114 ) (279,486 ) Other differences (76,361 ) — Income tax expense $ (906,644 ) $ (598,176 ) The Company has accumulated a net operating loss carry forward (“NOL”) of approximately $17.9 million as of December 31, 2020 in the U.S. The U.S. NOL carry forward includes adjustments based on prior year assessments of $0.3 million due the assessment of tax losses carried forward. Net operating losses of $11.1 million expire from 2033 to 2037 and a further $6.8 million has an indefinite life. The company also has net operating loss carry forwards in Italy, Austria and Malta of approximately €0.11 million ($0.15 million) and in Canada of approximately CDN $0.4 million ($0.33 million). The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the NOL. The Company periodically evaluates whether it is more likely than not that it will generate sufficient taxable income to realize the deferred income tax asset. At the present time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly, a 100% valuation allowance has been established to offset the asset. Utilization of NOLs are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules. Under Italian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, up to the limit of 80% of taxable annual income. This restriction does not apply to the operating loss incurred in the first three years of the Company's activity, which are therefore available for 100% offsetting. Under Austrian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, up to the limit of 75% of taxable annual income. Under Canadian tax law, the operating loss carryforwards available for offset against future profits can be used indefinitely. The provisions for income taxes consist of currently payable income tax in Italy, Malta and Austria and deferred tax movements on intangible assets. The provisions for income taxes are summarized as follows: December 31, 2020 December 31, 2019 Current $ (837,973 ) $ (683,830 ) Withholding tax (162,112 ) — Deferred 93,441 85,654 Total $ (906,644 ) $ (598,176 ) The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities are as follows: December 31, 2020 December 31, 2019 Working capital movements $ 693,465 $ 641,089 Plant and equipment 6,925 — Net loss carryforward - Foreign 135,568 119,251 Net loss carryforward - US 3,752,678 3,505,182 4,588,636 4,265,522 Less valuation allowance (4,588,636 ) (4,265,522 ) Deferred tax assets $ $ — Intangible assets $ (1,222,514 ) $ (1,315,954 ) Deferred Tax Liability $ (1,222,514 ) $ (1,315,954 ) The Net loss carry forward for US entities includes an adjustment of $0.3 million based on taxation assessments which differed to the amounts originally provided for. The following tax years remain subject to examination: USA: Generally three years from the date of tax return filing which is currently the 2018 to 2020 tax years. Italy: Generally five years from the date of filing which is currently the 2016 to 2020 tax years. Austria: Generally tax years 2019 and 2020. Malta: Eight years from fiscal year end which is currently 2013 to 2020. Colombia: Three years in the case of taxable profits and five years where taxable losses are realized. The Company is not currently under examination and it has not been notified of a pending examination. There are no unrecognized tax benefits. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segmental Reporting | 22. Segmental Reporting The Company has two reportable operating segments. These segments are: (i) Betting establishments The operating of web based as well as land-based leisure betting establishments situated throughout Italy (ii) Betting platform software and services Provider of certified betting Platform software services to leisure betting establishments in Italy and 11 other countries. The operating assets and liabilities of the reportable segments are as follows: December 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 172,095 $ 117,703 $ 1,703 $ 291,501 Assets Current assets 10,966,901 430,625 9,796,140 21,193,666 Non-Current assets 7,475,455 6,250,418 938,440 14,664,313 Liabilities Current liabilities (8,238,101 ) (648,881 ) (4,427,053 ) (13,314,035 ) Non-Current liabilities (1,130,752 ) (1,225,477 ) (31,362 ) (2,387,591 ) Intercompany balances 4,259,281 382,598 (4,641,879 ) — Net asset position $ 13,332,784 $ 5,189,283 $ 1,634,286 $ 20,156,353 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 37,121,603 $ 144,764 $ $ $ 37,266,367 Intercompany Service revenue 84,172 3,604,523 (3,688,695 ) 37,205,775 3,749,287 (3,688,695 ) 37,266,367 Operating expenses Intercompany service expense 3,604,523 84,172 (3,688,695 ) Selling expenses 26,107,189 2,032 26,109,221 General and administrative expenses 4,918,986 3,906,439 4,963,966 13,789,391 Impairment of license 4,900,000 4,900,000 39,530,698 3,992,643 4,963,966 (3,688,695 ) 44,798,612 Loss from operations (2,324,923 ) (243,356 ) (4,963,966 ) (7,532,245 ) Other (expense) income Interest expense, net (6,492 ) (71 ) (322,100 ) (328,663 ) Amortization of debt discount (818,182 ) (818,182 ) Other income 161,472 3,903 165,375 Other expense (28,757 ) (58,176 ) (86,933 ) Loss on extinguishment of convertible debt (719,390 ) (719,390 ) Gain on marketable securities 290,000 290,000 Total other (expenses) income 126,223 (54,344 ) (1,569,672 ) ( 1,497,793 ) Loss before Income Taxes (2,198,700 ) (297,700 ) (6,533,638 ) (9,030,038 ) Income tax provision (796,991 ) 52,459 (162,112 ) (906,644 ) Net Loss $ (2,995,691 ) $ (245,241 ) $ (6,695,750 ) $ $ (9,936,682 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2019 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 202,042 $ 5,456,358 $ — $ 5,658,400 Assets Current assets 6,620,800 470,127 216,948 7,307,875 Non-Current assets 12,761,177 6,615,905 1,183,550 20,560,632 Liabilities Current liabilities (5,395,212 ) (615,564 ) (10,450,390 ) (16,461,166 ) Non-Current liabilities (1,266,145 ) (1,339,911 ) — (2,696,056 ) Intercompany balances 5,461,766 423,926 (5,885,692 ) — Net asset position $ 18,182,386 $ 5,554,483 $ (14,935,584 ) $ 8,801,285 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2019 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 35,209,477 $ 373,654 $ — $ — $ 35,583,131 Intercompany Service revenue 452,776 2,839,211 — (3,291,987 ) — 35,662,253 3,212,865 — (3,291,987 ) 35,583,131 Operating expenses Intercompany service expense 2,839,211 452,776 — (3,291,987 ) — Selling expenses 25,583,913 2,000,579 — — 27,584,492 General and administrative expenses 5,109,135 1,294,617 4,590,802 — 10,994,554 33,532,259 3,747,972 4,590,802 (3,291,987 ) 38,579,046 (Loss) income from operations 2,129,994 (535,107 ) (4,590,802 ) — (2,995,915 ) Other (expense) income Interest expense, net (190,206 ) 3 (782,240 ) — (972,443 ) Amortization of debt discount — — (4,154,922 ) — (4,154,922 ) Virtual Generation earnout — — (561,351 ) — (561,351 ) Loss on share issuances — — (44,063 ) — (44,063 ) Other income 114,818 — 34,747 — 149,565 Loss on marketable securities — — (97,500 ) — (97,500 ) Total other (expenses) income (75,388 ) 3 (5,605,329 ) — (5,680,714 ) Loss before Income Taxes 2,054,606 (535,104 ) (10,196,131 ) — (8,676,629 ) Income tax provision (641,528 ) (43,352 ) — — (598,176 ) Net Loss $ 1,413,078 $ (491,752 ) $ (10,196,131 ) $ — $ (9,274,802 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events Warrants exercised Subsequent to year end, warrants were exercised for 1,150,776 shares of common stock for gross proceeds of $2,876,940, additionally, brokers warrants were exercised for 208,333 shares of common stock for gross proceeds of $624,999 and other debenture warrants were exercised for 36,709 shares for gross proceeds of $171,839. Deferred purchase consideration The deferred purchase consideration of €333,300 ($407,552) was repaid. Convertible debenture The remaining convertible debenture of CDN $35,000 ($27,442), including interest thereon was repaid. Line of Credit On January 11, 2021, the company repaid the outstanding balance of $500,000 on the revolving line of credit at Metropolitan Commercial Bank in full. The Company has evaluated subsequent events through the date the financial statements were issued, other than disclosed above, we did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies and Estim_2
Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For the purposes of its listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “Continuous Disclosure Obligations” |
Principles of consolidation | b) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company transactions are eliminated upon consolidation. Certain items in the prior periods were reclassified to conform to the current period presentation. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Foreign operations | c) Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into US Dollars at the exchange rate in effect at year end and the results of operations and cash flows at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All revenues were generated in Euro and Colombian Pesos during the years presented. Gains and losses from foreign currency transactions are recognized in current operations. |
Business Combinations | d) Business Combinations The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Use of Estimates | e) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived intangible assets and goodwill, the collectability of receivables, leasing arrangements, convertible debentures, contingencies and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected by external conditions, including those unique to the Company’s industry and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. |
Loss Contingencies | f) Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, indirect taxes, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using the Company’s website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when it believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If the Company determines that a loss is possible, and a range of the loss can be reasonably estimated, it discloses the range of the possible loss in the Notes to the Consolidated Financial Statements. The Company evaluates, on a regular basis, developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges of possible losses disclosed and makes adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should any of the Company’s estimates and assumptions change or prove to have been incorrect, it could have a material impact on its business, consolidated financial position, results of operations, or cash flows. To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on the Company’s operations or financial condition. The Company has insured and continues to insure against most of these types of claims. |
Fair Value Measurements | g) Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments. |
Derivative Financial Instruments | h) Derivative Financial Instruments ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company determined that the conversion feature of the convertible debt issued in May 2018 did not qualify as a derivative liability and is not bifurcated from the host instrument but contains a beneficial conversion feature. |
Cash and Cash Equivalents | i) Cash and Cash Equivalents The Company considers all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. The Company had no cash equivalents as of December 31, 2020 and 2019, respectively. The Company primarily places cash balances in the U.S. with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution, in Canada which are insured by the Canadian Deposit Insurance Corporation up to a limit of CDN $100,000 per institution, in Italy which is insured by the Italian deposit guarantee fund Fondo Interbancario di Tutela dei Depositi (FITD) up to a limit of €100,000 per institution, and in Germany which is a member of the Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken) up to a limit of €100,000 per institution. |
Gaming Accounts Receivable | j) Gaming Accounts Receivable Gaming accounts receivable represent gaming deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to the Company’s bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does not require collateral to support customer receivables. The Company recorded a bad debt expense of $90,705 and $163,942 for the years ended December 31, 2020 and 2019, respectively. All balances previously recorded as allowance for doubtful accounts were written off as uncollectible. |
Gaming Accounts Payable | k) Gaming Accounts Payable Gaming accounts payable represent customer balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used or withdrawn by the customers. Customers can request payment of winnings from the Company at any time and the payment to customers can be made through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest bearing. |
Long-Lived Assets | l) Long Lived Assets The Company evaluates the carrying value of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. |
Property, Plant and Equipment | m) Property, Plant and Equipment Plant and equipment is stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they increase the future economic benefits embodied in an item of plant and equipment. All other expenditures are recognized as expenses in the statement of operations as incurred. Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put into operation. The range of the estimated useful lives is as follows: Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 |
Intangible Assets | n) Intangible Assets Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses. Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. The range of the estimated useful lives is as follows: Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 The Ulisse Bookmaker License has no expiration date and is therefore not amortized but is tested from impairment on an annual basis in terms of ASC 350 using estimated fair value. |
Goodwill | o) Goodwill The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. In terms of ASC 350, the Company skipped the requirement to perform a qualitative assessment and performed a quantitative assessment on its goodwill as of December 31, 2020 and determined that an impairment was not considered necessary. termined that there were no indicators present to perform a quantitative assessment on the fair value of goodwill. |
Leases | p) Leases The Company accounts for leases in terms of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition of financial leases or operation leases, by evaluating the terms of the lease, including the following; the duration of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the end of the lease term. Leases which imply that the Company will retain ownership at the end of the lease term are classified as financial leases, are included in plant and equipment with a corresponding financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest rate method. Leases which imply that the Company will not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected as a non-current right of use asset with a corresponding operational lease liability raised at the date of lease inception. The right of use asset and the operational lease liability are amortized over the right of use period using the effective interest rate implied in the operating lease agreement. |
Income Taxes | q) Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In Italy, tax years beginning 2016 forward, are open and subject to examination, while in Austria companies are open and subject to inspection for five years and ten years for inspection of serious infractions. In the United States and Canada, tax years beginning 2016 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. |
Revenue Recognition | r) Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. Revenues from sports-betting, casino, cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets are sold. Revenues from the Betting Platform include software licensing fees, training, installation, and product support services. The Company does not sell its proprietary software. Revenue is recognized when transfer of control to the customer has been made and the Company’s performance obligation has been fulfilled. License fees are calculated as a percentage of each licensee’s level of activity and are contingent upon the licensee’s usage. The license fees are recognized on an accrual basis as earned. |
Stock-Based Compensation | s) Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options is recognized ratably over the vesting period of the option. In addition, the Company records expense related to Restricted Stock Units (“RSU’s”) granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Forfeitures of stock options and RSUs are recognized as they occur. Stock-based compensation expense for a stock-based award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. |
Comprehensive Income (Loss) | t) Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments. |
Earnings Per Share | u) Earnings Per Share Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the dilutive impact on the number of shares outstanding should they be exercised. Securities that have the potential to dilute shareholder's interests include unexercised stock options and warrants as well as unconverted debentures. On December 12, 2019, the Company effected an 1 for 8 reverse stock split, all references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the reverse stock split. |
Related Parties | v) Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. |
Recent Accounting Pronouncements | w In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): “Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected credit loss methodology that is referred to as the current expected credit loss (CECL) methodology. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments in this update are required to be applied using the modified retrospective method with an adjustment to accumulated deficit and are effective for the Company beginning with fiscal year 2020, including interim periods. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. An entity with trade receivables will be required to use historical loss information, current conditions, and reasonable and supportable forecasts to determine expected lifetime credit losses. Pooling of assets with similar risk characteristics is also required. Since adopted on January 1, 2020, there has not been any material impact on the Company’s financial position, results of operations, and related disclosures. In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740). The Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company’s financial statements is not considered to be material. In August 2020, the FASB issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). Certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain convertible instruments and the derivative liabilities associated with these convertible instruments. The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
Reporting by segment | x) Reporting by segment The Company has two operating segments from which it derives revenue. These segments are: (i) the operating of web based as well as land based leisure betting establishments situated throughout Italy, and (ii) provider of certified betting Platform software services to leisure betting establishments in Italy and 9 other countries. |
Comparatives | y) Comparative Certain expenses amounting to $2,000,579, classified as selling expenses in the prior year were reclassified as general and administrative expenses for comparative purposes. These expenses are related to operating our betting platforms and are more accurately reflected as general and administrative expenses, in line with our current operations. These reclassifications had no impact on net loss or comprehensive loss. |
Accounting Policies and Estim_3
Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Plant and Equipment Estimated Useful Life | Description Useful Life (in years) Leasehold improvements Life of the underlying lease Computer and office equipment 3 to 5 Furniture and fittings 7 to 10 Computer Software 3 to 5 Vehicles 4 to 5 |
Intangible Assets Useful Life | Description Useful Life (in years) Betting Platform Software 15 Ulisse Bookmaker License Indefinite Multigioco and Rifa ADM Licenses 1.5 - 7 Location contracts 5 - 7 Customer relationships 10 - 15 Trademarks/Tradenames 14 Websites 5 |
Acquisition of subsidiaries (Ta
Acquisition of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition of subsidiaries | Amount Purchase consideration, net of discount of $382,778 $ 4,193,375 Fair value of assets acquired Cash 47,268 Current assets 178,181 Property, Plant and Equipment 41,473 Betting Platform 4,004,594 4,271,516 Less: liabilities assumed (78,141 ) Less: Imputed Deferred taxation on identifiable intangible acquired (Betting Platform) (1,401,608 ) Total identifiable assets less liabilities assumed 2,791,767 Goodwill arising on acquisition 1,401,608 Total purchase consideration $ 4,193,375 |
Property, Plant and equipment (
Property, Plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and equipment | December 31, 2020 December 31, 2019 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 67,004 $ (27,297 ) $ 39,707 $ 32,405 Computer and office equipment 978,113 (730,541 ) 247,572 312,824 Fixtures and fittings 296,971 (242,506 ) 54,465 57,598 Vehicles 106,580 (43,198 ) 63,382 72,526 Computer software 194,577 (110,112 ) 84,465 45,372 $ 1,643,245 $ (1,153,654 ) $ 489,591 $ 520,725 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Right of use assets | Right of use assets are included in the consolidated balance sheet are as follows: December 31, 2020 December 31, 2019 Non-current assets Right of use assets - operating leases, net of amortization $ 687,568 $ 792,078 Right of use assets - finance leases, net of depreciation – included in property, plant and equipment $ 27,119 $ 37,091 Lease costs consists of the following: Year ended December 31, 2020 2019 Finance lease cost: $ 14,040 $ 13,292 Amortization of right-of-use assets 12,870 11,890 Interest expense on lease liabilities 1,170 1,402 Operating lease cost 265,081 210,881 Total lease cost $ 279,121 $ 224,173 Other lease information: Year ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (1,170 ) $ (1,252 ) Operating cash flows from operating leases (265,081 ) (210,881 ) Financing cash flows from finance leases (12,666 ) (11,371 ) Right-of-use assets obtained in exchange for new finance leases 470 14,989 Right-of-use assets disposed of under operating leases prior to lease maturity (21,588 ) (81,263 ) Right-of -use assets obtained in exchange for new operating leases $ 84,918 $ 442,281 Weighted average remaining lease term – finance leases 2.74 years 3.46 years Weighted average remaining lease term – operating leases 2.83 years 3.74 years Weighted average discount rate – finance leases 3.65 % 3.52 % Weighted average discount rate – operating leases 3.59 % 3.42 % |
Finance lease liability | Amount 2021 11,342 2022 9,461 2023 7,581 2024 879 Total undiscounted minimum future lease payments 29,263 Imputed interest (1,487 ) Total finance lease liability $ 27,776 Disclosed as: Current portion $ 10,511 Non-Current portion 17,265 $ 27,776 |
Operating lease liability | Amount 2021 258,406 2022 221,799 2023 178,842 2024 and beyond 31,304 Total undiscounted minimum future lease payments 690,351 Imputed interest (34,591 ) Total operating lease liability $ 655,760 Disclosed as: Current portion $ 238,899 Non-Current portion 416,861 $ 655,760 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | December 31, 2020 December 31, 2019 Cost Impairment charge Accumulated amortization Net book Net book Betting platform software $ 5,689,965 $ $ (1,016,651 ) $ 4,673,314 $ 5,052,645 Licenses 10,704,888 (4,900,000 ) (887,155 ) 4,917,733 9,929,495 Location contracts 1,000,000 (911,545 ) 88,455 231,312 Customer relationships 870,927 (361,690 ) 509,237 569,700 Trademarks 119,477 (50,634 ) 68,843 73,875 Websites 40,000 (40,000 ) $ 18,425,257 $ (4,900,000 ) $ (3,267,675 ) $ 10,257,582 $ 15,857,027 |
Estimated Amortization | Amount 2021 622,285 2022 450,403 2023 449,958 2024 448,124 2025 448,124 Total estimated amortization expense 2,418,894 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | December 31, 2020 December 31, 2019 Opening balance $ 1,663,385 $ 262,552 Acquisition of Virtual Generation — 1,401,608 Impairment charge — — Foreign exchange movements (265 ) (775 ) Closing balance $ 1,663,120 $ 1,663,385 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Convertible Debenture | December 31, 2020 December 31, 2019 Principal Outstanding Opening balance $ 3,464,737 $ 8,529,751 Repaid (2,778,349 ) — Conversion to equity (634,431 ) (5,240,736 ) Foreign exchange movements (24,515 ) 175,722 27,442 3,464,737 Accrued Interest Opening balance 524,227 520,523 Interest expense 207,595 719,004 Repaid (619,992 ) — Conversion to equity (103,958 ) (731,731 ) Foreign exchange movements (767 ) 15,504 7,105 524,227 Debenture Discount Opening balance (627,627 ) (4,587,228 ) Amortization 627,627 3,959,601 — (627,627 ) Convertible Debentures, net $ 34,547 $ 3,361,337 |
Deferred Purchase Considerati_2
Deferred Purchase Consideration (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Deferred Purchase Consideration | Description December 31, 2020 December 31, 2019 Principal Outstanding Promissory note due to non-related parties $ 1,802,384 $ 2,745,811 Additional earnout earned — 336,810 Settled by the issuance of common shares (724,467 ) (616,387 ) Repayment in cash (1,105,455 ) (607,555 ) Foreign exchange movements 52,972 (56,295 ) 25,434 1,802,384 Present value discount on future payments Present value discount (120,104 ) (242,089 ) Amortization 114,333 117,192 Foreign exchange movements (1,990 ) 4,793 (7,761 ) (120,104 ) Deferred purchase consideration, net $ 17,673 $ 1,682,280 |
Other long term liabilities (Ta
Other long term liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Other long term liabilities | December 31, 2020 December 31, 2019 Severance liability $ 297,120 $ 211,734 Customer deposit balance 366,947 407,810 Total other long term liabilities $ 664,067 $ 619,544 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | December 31, 2020 December 31, 2019 Principal Outstanding Opening balance $ — $ 318,078 Additions 300,000 — Repayment (200,000 ) — Applied to warrant exercise (100,000 ) — Settled by issuance of common shares — (318,078 ) — — Accrued Interest Opening balance — 113,553 Interest expense 22,521 25,830 Repayment (14,465 ) — Applied to warrant exercise (8,056 ) — Conversion to equity — (139,383 ) — — Promissory Notes Payable – Related Party $ — $ — |
Deferred Purchase consideration, Related Party | Description December 31, 2020 December 31, 2019 Principal Outstanding Promissory notes due to related parties $ 1,279,430 $ 1,830,541 Additional earnout earned — 224,540 Settled by the issuance of common shares (482,978 ) (410,925 ) Repayment in cash (471,554 ) (328,734 ) Foreign exchange movements 57,230 (35,992 ) 382,128 1,279,430 Present value discount on future payments Present value discount (80,069 ) (161,393 ) Amortization 76,222 78,128 Foreign exchange movements (1,327 ) 3,196 (5,174 ) (80,069 ) Deferred purchase consideration, net $ 376,954 $ 1,199,361 |
Related Party Receivables | December 31, 2020 December 31, 2019 Related Party payables Gold Street Capital Corp. $ — $ (2,551 ) Luca Pasquini (565 ) — $ (565 ) $ (2,551 ) Related Party Receivables Luca Pasquini $ 1,519 $ 4,123 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | The following assumptions were used in the Black-Scholes model: Year ended December 31, 2020 Exercise price $2.50 to $5.00 Risk free interest rate 0.16 to 0.29 % Expected life of warrants 2 to 5 years Expected volatility of underlying stock 139.5 to 183.5 Expected dividend rate 0 % A summary of all of the Company’s warrant activity during the period January 1, 2019 to September 30, 2020 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2019 1,089,474 $ 4.00 $ 4.00 Granted — — — Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2019 1,089,474 $ 4.00 $ 4.00 Granted 5,374,371 2.50 to 5.00 2.62 Forfeited/cancelled (1,089,474 ) 4.00 4.00 Exercised (3,321,226 ) 2.50 - 5.00 2.62 Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 $ 2.63 The following tables summarize information about warrants outstanding as of December 31, 2020: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 1,747,949 4.65 $ 2.50 1,747,949 $ 2.50 $3.00 208,333 2.63 3.00 208,333 3.00 $3.75 57,761 1.41 3.75 57,761 3.75 $5.00 39,102 2.17 5.00 39,102 5.00 2,053,145 4.31 $ 2.63 2,053,145 $ 2.63 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Assumptions | Year ended December 31, 2020 Exercise price Risk free interest rate 0.68% Expected life of options 10 years Expected volatility of underlying stock 231.1 to 231.4 % Expected dividend rate 0 % |
Stock option activity | Number of shares Exercise price per share Weighted average exercise price Granted 315,938 $2.72 to $2.96 $ 2.84 Forfeited/cancelled — — — Exercised — — — Outstanding December 31, 2019 315,938 $2.72 to $2.96 $ 2.84 Granted 1,307,000 $1.84 to $2.03 $ 1.95 Forfeited/Cancelled — — — Exercised — — — Outstanding December 31, 2020 1,622,938 $1.84 to $2.96 $ 2.11 |
Stock options outstanding | Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted Average exercise price Number of shares Weighted average exercise price $ 1.84 648,000 9.73 — $ 2.03 659,000 9.75 79,083 — $ 2.72 25,000 5.50 25,000 $ 2.80 220,625 8.73 69,128 $ 2.96 70,313 8.52 70,313 1,622,938 9.49 $ 2.11 243,524 $2.59 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues | For the Year Ended December 31, 2020 2019 Handle (Turnover) Handle web-based $ 505,369,803 $ 328,385,837 Handle land-based 68,888,592 125,747,337 Total Handle (Turnover) $ 574,258,395 $ 454,133,174 Winnings/Payouts Winnings web-based 473,794,175 309,214,993 Winnings land-based 56,467,865 105,011,619 Total Winnings/Payouts 530,262,040 414,226,612 Gross Gaming Revenues $ 43,996,355 $ 39,906,562 Less: ADM Gaming Taxes 6,874,752 4,697,085 Net Gaming Revenues $ 37,121,603 $ 35,209,477 Betting platform software and services 144,764 373,654 Revenues $ 37,266,367 $ 35,583,131 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Description Year ended December 31, 2020 Year ended December 31, 2019 Options 1,622,938 315,938 Warrants 2,053,145 1,089,474 Convertible debentures 10,796 1,246,551 3,686,879 2,651,963 |
Segmental Reporting (Tables)
Segmental Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | The operating assets and liabilities of the reportable segments are as follows: December 31, 2020 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 172,095 $ 117,703 $ 1,703 $ 291,501 Assets Current assets 10,966,901 430,625 9,796,140 21,193,666 Non-Current assets 7,475,455 6,250,418 938,440 14,664,313 Liabilities Current liabilities (8,238,101 ) (648,881 ) (4,427,053 ) (13,314,035 ) Non-Current liabilities (1,130,752 ) (1,225,477 ) (31,362 ) (2,387,591 ) Intercompany balances 4,259,281 382,598 (4,641,879 ) — Net asset position $ 13,332,784 $ 5,189,283 $ 1,634,286 $ 20,156,353 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2020 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 37,121,603 $ 144,764 $ $ $ 37,266,367 Intercompany Service revenue 84,172 3,604,523 (3,688,695 ) 37,205,775 3,749,287 (3,688,695 ) 37,266,367 Operating expenses Intercompany service expense 3,604,523 84,172 (3,688,695 ) Selling expenses 26,107,189 2,032 26,109,221 General and administrative expenses 4,918,986 3,906,439 4,963,966 13,789,391 Impairment of license 4,900,000 4,900,000 39,530,698 3,992,643 4,963,966 (3,688,695 ) 44,798,612 Loss from operations (2,324,923 ) (243,356 ) (4,963,966 ) (7,532,245 ) Other (expense) income Interest expense, net (6,492 ) (71 ) (322,100 ) (328,663 Amortization of debt discount (818,182 ) (818,182 ) Other income 161,472 3,903 165,375 Other expense (28,757 ) (58,176 ) (86,933 ) Loss on extinguishment of convertible debt (719,390 ) (719,390 ) Gain on marketable securities 290,000 290,000 Total other (expenses) income 126,223 (54,344 ) (1,569,672 ) (1,497,793 ) Loss before Income Taxes (2,198,700 ) (297,700 ) (6,533,638 ) (9,030,038 ) Income tax provision (796,991 ) 52,459 (162,112 ) (906,644 ) Net Loss $ (2,995,691 ) $ (245,241 ) $ (6,695,750 ) $ $ (9,936,682 ) The operating assets and liabilities of the reportable segments are as follows: December 31, 2019 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 202,042 $ 5,456,358 $ — $ 5,658,400 Assets Current assets 6,620,800 470,127 216,948 7,307,875 Non-Current assets 12,761,177 6,615,905 1,183,550 20,560,632 Liabilities Current liabilities (5,395,212 ) (615,564 ) (10,450,390 ) (16,461,166 ) Non-Current liabilities (1,266,145 ) (1,339,911 ) — (2,696,056 ) Intercompany balances 5,461,766 423,926 (5,885,692 ) — Net asset position $ 18,182,386 $ 5,554,483 $ (14,935,584 ) $ 8,801,285 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2019 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 35,209,477 $ 373,654 $ — $ — $ 35,583,131 Intercompany Service revenue 452,776 2,839,211 — (3,291,987 ) — 35,662,253 3,212,865 — (3,291,987 ) 35,583,131 Operating expenses Intercompany service expense 2,839,211 452,776 — (3,291,987 ) — Selling expenses 25,583,913 2,000,579 — — 27,584,492 General and administrative expenses 5,109,135 1,294,617 4,590,802 — 10,994,554 33,532,259 3,747,972 4,590,802 (3,291,987 ) 38,579,046 (Loss) income from operations 2,129,994 (535,107 ) (4,590,802 ) — (2,995,915 ) Other (expense) income Interest expense, net (190,206 ) 3 (782,240 ) — (972,443 ) Amortization of debt discount — — (4,154,922 ) — (4,154,922 ) Virtual Generation earnout — — (561,351 ) — (561,351 ) Loss on share issuances — — (44,063 ) — (44,063 ) Other income 114,818 — 34,747 — 149,565 Loss on marketable securities — — (97,500 ) — (97,500 ) Total other (expenses) income (75,388 ) 3 (5,605,329 ) — (5,680,714 ) Loss before Income Taxes 2,054,606 (535,104 ) (10,196,131 ) — (8,676,629 ) Income tax provision (641,528 ) (43,352 ) — — (598,176 ) Net Loss $ 1,413,078 $ (491,752 ) $ (10,196,131 ) $ — $ (9,274,802 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax expense | December 31, 2020 December 31, 2019 U.S. Statutory rate $ 1,896,305 $ 1,822,092 Items not allowed for tax purposes (2,113,651 ) (1,142,776 ) Foreign tax rate differential (90,772 ) (66,163 ) Additional foreign taxation (36,939 ) (15,190 ) Withholding tax on dividends (162,112 ) — Prior year over provision — 1,167 Prior year net operating loss adjustment — (917,820 ) Movement in valuation allowances (323,114 ) (279,486 ) Other differences (76,361 ) — Income tax expense $ (906,644 ) $ (598,176 ) The provisions for income taxes are summarized as follows: December 31, 2020 December 31, 2019 Current $ (837,973 ) $ (683,830 ) Withholding tax (162,112 ) — Deferred 93,441 85,654 Total $ (906,644 ) $ (598,176 |
Deferred tax assets and liabilities | December 31, 2020 December 31, 2019 Working capital movements $ 693,465 $ 641,089 Plant and equipment 6,925 — Net loss carryforward - Foreign 135,568 119,251 Net loss carryforward - US 3,752,678 3,505,182 4,588,636 4,265,522 Less valuation allowance (4,588,636 ) (4,265,522 ) Deferred tax assets $ $ — Intangible assets $ (1,222,514 ) $ (1,315,954 ) Deferred Tax Liability $ (1,222,514 ) $ (1,315,954 ) |
Accounting Policies and Estim_4
Accounting Policies and Estimates (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020EUR (€) | |
Accounting Policies [Abstract] | ||||
FDIC Insured Amount | $ 250,000 | $ 100,000 | € 100,000 | |
Reverse stock split | 1 for 8 reverse stock split | |||
Games receivable, bad debt expense | $ 90,705 | $ 163,942 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2020 | |
Computer and Office equipment [Member] | Minimum [Member] | |
Useful Life | 3 years |
Computer and Office equipment [Member] | Maximum [Member] | |
Useful Life | 5 years |
Furniture and fittings [Member] | Minimum [Member] | |
Useful Life | 7 years |
Furniture and fittings [Member] | Maximum [Member] | |
Useful Life | 10 years |
Computer Software [Member] | Minimum [Member] | |
Useful Life | 3 years |
Computer Software [Member] | Maximum [Member] | |
Useful Life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Useful Life | 4 years |
Vehicles [Member] | Maximum [Member] | |
Useful Life | 5 years |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2020 | |
Betting platform system [Member] | |
Useful Life | 15 years |
Multigioco and Rifa ADM Licenses [Member] | Minimum [Member] | |
Useful Life | 1 year 5 months |
Multigioco and Rifa ADM Licenses [Member] | Maximum [Member] | |
Useful Life | 7 years |
Location contracts [Member] | Minimum [Member] | |
Useful Life | 5 years |
Location contracts [Member] | Maximum [Member] | |
Useful Life | 7 years |
Customer relationships [Member] | Minimum [Member] | |
Useful Life | 10 years |
Customer relationships [Member] | Maximum [Member] | |
Useful Life | 15 years |
Trademarks[Member] | |
Useful Life | 14 years |
Website [Member] | |
Useful Life | 5 years |
Acquisition of subsidiaries (De
Acquisition of subsidiaries (Details Narrative 1) | Jan. 30, 2019shares |
Naos [Member] | |
Shares owned by subsidiary | 3,999 |
VG [Member] | |
Share available | 4,000 |
Acquisition of subsidiaries (_2
Acquisition of subsidiaries (Details Narrative 2) | Jan. 03, 2020USD ($) | Jan. 02, 2020USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019EUR (€) | Mar. 01, 2020USD ($) | Feb. 27, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019EUR (€) | Dec. 31, 2019EUR (€)shares |
Virtual Generation bonus earnout | $ | $ (561,351) | |||||||||
Virtual Generation [Member] | ||||||||||
Purchase price | $ 4,576,352 | € 4,000,000 | ||||||||
Purchase price paid in cash | 108,000 | |||||||||
Issuance of common stock, value | $ 561,350 | $ 93,077 | 89,000 | $ 96,372 | $ 91,541 | |||||
Promissory Note | 3,803,000 | |||||||||
Total payments | € 2,392,000 | € 1,411,000 | ||||||||
Number of payments | 23 | 23 | 17 | 17 | ||||||
Payments on Loan | € 104,000 | € 83,000 | ||||||||
Virtual Generation bonus earnout | $ | $ 561,500 | |||||||||
Tickets sold | 18,449,380 | 18,449,380 | ||||||||
Shares issued | shares | 132,735 | |||||||||
Share price | $ / shares | $ 4.23 |
Acquisition of subsidiaries - A
Acquisition of subsidiaries - Acquisition of subsidiaries (Details) | Jan. 17, 2019USD ($) |
Business Combinations [Abstract] | |
Purchase consideration, net of discount of $382,778 | $ 4,193,375 |
Fair value of assets acquired | |
Cash | 47,268 |
Current assets | 178,181 |
Property, Plant and Equipment | 41,473 |
Betting Platform | 4,004,594 |
Identifiable intangible assets | 4,271,516 |
Less: liabilities assumed | (78,141) |
Less: Imputed Deferred taxation on identifiable intangible acquired (Betting platform) | (1,401,608) |
Total identifiable assets less liabilities assumed | 2,791,767 |
Goodwill arising on acquisition | 1,401,608 |
Total purchase consideration | $ 4,193,375 |
Acquisition of subsidiaries -_2
Acquisition of subsidiaries - Acquisition of subsidiaries (Details) (Parenthetical) | Jan. 17, 2019USD ($) |
Business Combinations [Abstract] | |
Discount on purchase price | $ 382,778 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||
Line of credit - bank | $ 500,000 | $ 1,000,000 |
Security deposit | $ 1,000,000 |
Plant and equipment - Property,
Plant and equipment - Property, Plant and equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and equipment, gross | $ 1,643,245 | |
Accumulated Depreciation | 1,153,654 | |
Property, plant and equipment | 489,591 | $ 520,725 |
Leasehold Improvements [Member] | ||
Property, Plant and equipment, gross | 67,004 | |
Accumulated Depreciation | 27,297 | |
Property, plant and equipment | 39,707 | 32,405 |
Computer and office equipment [Member] | ||
Property, Plant and equipment, gross | 978,113 | |
Accumulated Depreciation | 730,541 | |
Property, plant and equipment | 247,572 | 312,824 |
Fixtures and fittings[Member] | ||
Property, Plant and equipment, gross | 296,971 | |
Accumulated Depreciation | 242,506 | |
Property, plant and equipment | 54,465 | 57,598 |
Vehicles[Member] | ||
Property, Plant and equipment, gross | 106,580 | |
Accumulated Depreciation | 43,198 | |
Property, plant and equipment | 63,382 | 72,526 |
Computer software[Member] | ||
Property, Plant and equipment, gross | 194,577 | |
Accumulated Depreciation | 110,112 | |
Property, plant and equipment | $ 84,465 | $ 45,372 |
Property, Plant and equipment_2
Property, Plant and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation charges | $ 354,552 | $ 283,497 |
Leases Liability (Details)
Leases Liability (Details) | Dec. 31, 2020 | Sep. 30, 2019 |
Weighted average discount rate- finance leases | 3.65% | 3.52% |
Weighted average discount rate- operating leases | 3.59% | 3.42% |
Leases - Right of use assets (D
Leases - Right of use assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | |||
Right of use assets - operating leases, net of amortization | $ 687,586 | $ 792,078 | |
Right of use assets - finance leases, net of depreciation included in property, plant and equipment | 27,119 | 37,091 | |
Amortization of right-of-use assets | 12,870 | 11,890 | |
Interest expense on lease liabilities | 1,170 | 1,402 | |
Finance lease cost | 14,040 | 13,292 | |
Operating lease cost | 265,081 | 210,881 | |
Total lease cost | 279,121 | 224,173 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | (1,170) | (1,252) | |
Operating cash flows from operating leases | (265,081) | (210,881) | |
Financing cash flows from finance leases | (12,666) | (11,371) | |
Right-of-use assets obtained in exchange for new finance leases | 470 | 14,989 | |
Right-of-use assets disposed of under operating leases prior to lease maturity | (21,588) | (81,263) | |
Right-of -use assets obtained in exchange for new operating leases | $ 84,918 | $ 442,281 | |
Weighted average remaining lease term - finance leases | 2 years 270 days 2 hours 24 minutes | 3 years 167 days 21 hours 36 minutes | |
Weighted average remaining lease term - operating leases | 2 years 8 months 3 days | 3 years 7 months 4 days | |
Weighted average discount rate- finance leases | 3.65% | 3.52% | |
Weighted average discount rate- operating leases | 3.59% | 3.42% |
Leases - Finance lease liabilit
Leases - Finance lease liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Maturity date | ||
2021 | $ 11,342 | |
2022 | 9,461 | |
2023 | 7,581 | |
2024 | 879 | |
Total undiscounted minimum future lease payments | 29,263 | |
Imputed interest | (1,487) | |
Present value of lease liabilities | 27,776 | |
Financial lease liability | 10,511 | $ 12,476 |
Financial lease liability | $ 17,265 | $ 25,025 |
Leases - Operating lease liabil
Leases - Operating lease liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Maturity date | ||
2021 | $ 258,406 | |
2022 | 221,799 | |
2023 | 178,842 | |
2024 and beyond | 31,304 | |
Total undiscounted minimum future lease payments | 690,351 | |
Imputed interest | (34,591) | |
Present value of lease liabilities | 655,760 | |
Operating lease liability, Current | 238,899 | $ 200,866 |
Operating lease liability,Non-Current | $ 416,861 | $ 548,747 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets, gross | $ 18,425,257 | |
Impairment charge | (4,900,000) | |
Accumulated amortization | (3,267,675) | |
Intangible assets | 10,257,582 | $ 15,857,027 |
Betting platform system [Member] | ||
Intangible assets, gross | 5,689,965 | |
Accumulated amortization | (1,016,651) | |
Intangible assets | 4,673,314 | 5,052,645 |
License [Member] | ||
Intangible assets, gross | 10,704,888 | |
Impairment charge | (4,900,000) | |
Accumulated amortization | (887,155) | |
Intangible assets | 4,917,733 | 9,929,495 |
Location contracts [Member] | ||
Intangible assets, gross | 1,000,000 | |
Accumulated amortization | (911,545) | |
Intangible assets | 88,455 | 231,312 |
Customer relationships [Member] | ||
Intangible assets, gross | 870,927 | |
Accumulated amortization | (361,690) | |
Intangible assets | 509,237 | 569,700 |
Trademarks[Member] | ||
Intangible assets, gross | 119,477 | |
Accumulated amortization | (50,634) | |
Intangible assets | 68,843 | 73,875 |
Website [Member] | ||
Intangible assets, gross | 40,000 | |
Accumulated amortization | (40,000) | |
Intangible assets |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Amortization Expense | $ 703,191 | $ 771,665 | |||||
Impairment of license | 4,900,000 | ||||||
Undiscounted minimum future lease payments | $ 448,124 | $ 448,124 | $ 449,958 | $ 450,403 | $ 622,285 | $ 2,418,894 |
Goodwill - Goodwill (Details)
Goodwill - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening balance | $ 1,663,385 | $ 262,552 |
Acquisition of Virtual Generation | 1,401,608 | |
Impairment charge | ||
Foreign exchange movements | (265) | (775) |
Goodwill | $ 1,663,120 | $ 1,663,385 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | Jan. 17, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Imputed Deferred taxation on identifiable intangible acquired (Betting platform) | $ 1,401,608 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
Marketable securities, shares | 2,500,000 | |
Per Share | $ 0.187 | |
Gain (Loss) on marketable securities | $ 290,000 | $ (97,500) |
Line of Credit - Bank (Details
Line of Credit - Bank (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Line of credit - bank | $ 500,000 | $ 1,000,000 |
Interest rate | 3.00% | |
Security deposit | $ 1,000,000 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative1) | 12 Months Ended | |||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2019USD ($) | |
Convertible Debentures | $ | $ 2,083,000 | |||
Broker Fee | $ | 427,314 | |||
Common stock issued with debt | $ | 582,486 | |||
Warrants fair value | $ | 2,929,712 | |||
Debt Discount | $ | $ 6,524,567 | |||
February 2018 Private Placement [Member] | ||||
Debenture carrying value, note payable | $ | $ 1,000 | |||
Interest rate | 10.00% | 10.00% | ||
Maturity date | Feb. 25, 2020 | Feb. 25, 2020 | ||
Warrants to purchase shares | 31.25 | 31.25 | ||
Initial Warrant price | $ / shares | $ 5 | |||
Resticted common stock, shares | 20 | 20 | ||
Proceeds from private placement | $ 521,900 | $ 670,000 | ||
Shares issued for warrants, shares | 20,938 | 20,938 | ||
Shares issued for private placement, shares | 13,875 | 13,875 | ||
Price per share | $ / shares | $ 3.20 | |||
Warrant price | $ / shares | $ 4 | |||
April 2018 Private Placement [Member] | ||||
Debenture carrying value, note payable | $ | $ 1,000 | |||
Interest rate | 10.00% | 10.00% | ||
Maturity date | Apr. 30, 2020 | Apr. 30, 2020 | ||
Warrants to purchase shares | 31.25 | 31.25 | ||
Initial Warrant price | $ / shares | $ 5 | |||
Resticted common stock, shares | 20 | 20 | ||
Proceeds from private placement | $ 105,200 | $ 135,000 | ||
Shares issued for warrants, shares | 4,218.75 | 4,218.75 | ||
Shares issued for private placement, shares | 2,700 | 2,700 | ||
Price per share | $ / shares | $ 3.20 | |||
Warrant price | $ / shares | $ 4 | |||
April 19, 2018 Private Placement [Member] | ||||
Debenture carrying value, note payable | $ | $ 1,000 | |||
Interest rate | 10.00% | 10.00% | ||
Maturity date | Apr. 19, 2020 | Apr. 19, 2020 | ||
Warrants to purchase shares | 31.25 | 31.25 | ||
Initial Warrant price | $ / shares | $ 5 | |||
Resticted common stock, shares | 20 | 20 | ||
Proceeds from private placement | $ 1,118,600 | $ 1,436,000 | ||
Shares issued for warrants, shares | 44,875 | 44,875 | ||
Shares issued for private placement, shares | 28,720 | 28,720 | ||
May 11, 2018 Private Placement [Member] | ||||
Debenture carrying value, note payable | $ | $ 1,000 | |||
Interest rate | 10.00% | 10.00% | ||
Maturity date | May 11, 2020 | May 11, 2020 | ||
Warrants to purchase shares | 31.25 | 31.25 | ||
Initial Warrant price | $ / shares | $ 5 | |||
Resticted common stock, shares | 20 | 20 | ||
Proceeds from private placement | $ 102,000 | $ 131,000 | ||
Shares issued for warrants, shares | 4,093.75 | 4,093.75 | ||
Shares issued for private placement, shares | 2,620 | 2,620 | ||
Price per share | $ / shares | $ 3.20 | |||
Warrant price | $ / shares | $ 4 | |||
May 31, 2018 Private Placement [Member] | ||||
Private Placement , units | 7,500 | 7,500 | ||
Debenture carrying value, note payable | $ 1,000 | $ 1,000 | ||
Interest rate | 10.00% | 10.00% | ||
Maturity date | May 31, 2020 | May 31, 2020 | ||
Warrants to purchase shares | 26 | 26 | ||
Initial Warrant price | $ / shares | $ 135.25 | |||
Resticted common stock, shares | 20 | 20 | ||
Price per share | $ / shares | $ 104.60 |
Convertible Debt (Details Nar_2
Convertible Debt (Details Narrative 2) | 12 Months Ended | ||||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020CAD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | |
Convertible Debentures | $ 2,083,000 | ||||
$3.75 [Member] | |||||
Debt acquired by related party | 144,041 | ||||
Issuance of common shares | $ 301,644 | ||||
Conversion price | $ / shares | $ 3.75 | ||||
$5.00 [Member] | |||||
Debt acquired by related party | $ 36,010 | ||||
Issuance of common shares | $ 72,729 | ||||
Conversion price | $ / shares | $ 5 | ||||
Convertible Debentures, USA [Member] | |||||
Convertible Debentures | $ 35,000 | $ 2,083,000 | $ 1,794,600 | ||
Princpal | $ 400,000 | ||||
Interest | 70,492 | ||||
Issuance of common shares | 230,134 | ||||
Convertible Debentures, Canadian [Member] | |||||
Princpal | 317,600 | ||||
Interest | $ 45,029 | ||||
Convertible Debentures, USA [Member] | |||||
Convertible Debentures | 600,000 | ||||
Debt acquired by related party | $ 500,000 | $ 207,000 | |||
Expiration date | Sep. 28, 2020 | Sep. 28, 2020 | |||
Convertible Debentures, Canadian [Member] | |||||
Convertible Debentures | $ 180,257 | 242,000 | |||
Debt, US [Member] | |||||
Convertible Debentures | 10,000 | ||||
Debt, CDN [Member] | |||||
Convertible Debentures | $ 48,416 | $ 65,000 | |||
Debt acquired by related party | $ 35,000 | ||||
Payment on convertible debt | $ 35,000 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debenture Discount | |||
Convertible Debenture | $ 34,547 | $ 3,361,337 | |
Debentures [Member] | |||
Convertible Debt, gross | 3,464,737 | 8,529,751 | |
Repaid | (2,778,349) | ||
Conversion to equity | (634,431) | (5,240,736) | |
Foreign exchange movements | (24,515) | 175,722 | |
Convetible debt, ending | 27,442 | 3,464,737 | |
Accrued Interest | |||
Accrued interest, opening balance | 524,227 | 520,523 | |
Interest expense | 207,595 | 719,004 | |
Repaid | (619,992) | ||
Conversion to equity | (103,958) | (731,731) | |
Foreign exchange movements | (767) | 15,504 | |
Accrued interest, ending balance | 7,105 | 524,227 | |
Debenture Discount | |||
Debenture Discount, opening balance | (627,627) | (4,587,228) | |
Amortization | 627,627 | 3,959,601 | |
Debenture Discount, ending balance | $ (627,627) |
Disclosure - Deferred Purchase
Disclosure - Deferred Purchase Consideration (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Jan. 20, 2020USD ($)$ / sharesshares | Jan. 20, 2020EUR (€) | Jan. 31, 2019EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019EUR (€) | |
Debt Instrument [Line Items] | ||||||
Virtual Generation bonus earnout | $ | $ (561,351) | |||||
Virtual Generation [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note payable | € 3,803,000 | |||||
Total payments | € 1,435,200 | |||||
Number of payments | 23 | |||||
Monthly installments | € 62,400 | |||||
Share issued for acquisition | 846,600 | |||||
Share issued for acquisition, installments | 49,800 | |||||
Virtual Generation bonus earnout | $ 336,810 | € 300,000 | $ 561,500 | € 500,000 | ||
Tickets sold | 18,449,380 | 18,449,380 | ||||
Shares issued | shares | 79,641 | 132,735 | ||||
Share price | $ / shares | $ 4.23 | $ 4.23 | ||||
Virtual Generation [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note payable | 1,521,200 | |||||
Virtual Generation [Member] | Non Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note payable | € 2,281,800 |
Deferred Purchase Considerati_3
Deferred Purchase Consideration - Deferred Purchase consideration (Details) (USD $) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal Outstanding | ||
Repayment of promissory notes | $ 300,000 | |
Present value discount on future payments | ||
Deferred purchase consideration, net | 17,673 | 1,682,280 |
Notes Payable [Member] | ||
Principal Outstanding | ||
Promissory note due to non-related parties, beginning | 1,802,384 | 2,745,811 |
Additional earnout earned | 336,810 | |
Settled by the issuance of common shares | (724,467) | (616,387) |
Repayment in cash | (1,105,455) | (607,555) |
Foreign exchange movements | 52,972 | (56,295) |
Promissory note due to non-related parties, ending | 25,434 | 1,802,384 |
Present value discount on future payments | ||
Present value discount, beginning | (120,104) | (242,089) |
Amortization | 114,333 | 117,192 |
Foreign exchange movements | (1,990) | 4,793 |
Present value discount, ending | $ (7,761) | $ (120,104) |
Bank Loan Payable (Details Narr
Bank Loan Payable (Details Narrative) - Intesa Sanpaolo Bank [Member] | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | |
Bank Loan | $ 545,000 | € 500,000 | |||
Monthly payments | $ 9,971 | € 9,760 | |||
From2020-01-01to2020-12-31 | 67,783 | € 59,396 | |||
Interest payments | $ 5,430 | € 4,758 |
Other long term liabilities - O
Other long term liabilities - Other long term liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Severance liability | $ 297,120 | $ 211,734 |
Customer deposit balance | 366,947 | 407,810 |
Total other long term liabilities | $ 664,067 | $ 619,544 |
Related Parties - Related Parti
Related Parties - Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal Outstanding | ||
Applied to warrant exercise | $ 108,056 | |
Related party Notes Payable [Member] | ||
Principal Outstanding | ||
Opening balance | 318,078 | |
Additions | 300,000 | |
Repayment | (200,000) | |
Applied to warrant exercise | (100,000) | |
Settled by the issuance of common shares | (318,078) | |
Ending Balance | 300,000 | |
Accrued Interest | ||
Accrued interest, opening balance | 113,553 | |
Interest expense | 22,521 | 25,830 |
Repayment | (14,465) | |
Applied to warrant exercise | $ (8,056) | |
Conversion to equity | $ (139,383) |
Related Parties - Deferred Purc
Related Parties - Deferred Purchase consideration, Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Present value discount on future payments | ||
Deferred purchase consideration, Related Party, net of discount of $56,989 | $ 376,954 | $ 1,199,361 |
Related party Deferred Purchase Consideration [Member] | ||
Principal Outstanding | ||
Promissory note due to non-related parties | 1,279,430 | 1,830,541 |
Additional earnout earned | 224,540 | |
Settled by the issuance of common shares | (482,978) | (410,925) |
Repayment in cash | (471,554) | (328,734) |
Foreign exchange movements | 57,230 | (35,992) |
Ending balance | 382,128 | 1,279,430 |
Present value discount on future payments | ||
Present value discount, beginning | (80,069) | (161,393) |
Amortization | 76,222 | 78,128 |
Foreign exchange movements | (1,327) | 3,196 |
Present value discount, ending | $ (5,174) | $ (80,069) |
Related Parties - Related Party
Related Parties - Related Party Receivables (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Advances from stockholders | $ (565) | $ (2,551) |
Related party receivable | 1,519 | 4,123 |
Luca Pasquini [Member] | ||
Advances from stockholders | (565) | |
Related party receivable | $ 1,519 | 4,123 |
Gold Street Capital Corp. [Member] | ||
Advances from stockholders | $ (2,551) |
Related party transactions and
Related party transactions and balances Additional (Details Narrative) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||
Jan. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2020EUR (€)shares | Jan. 31, 2019USD ($) | Jan. 31, 2019EUR (€) | Jul. 05, 2019$ / sharesshares | Jul. 02, 2019$ / sharesshares | Sep. 04, 2019USD ($)$ / sharesshares | Aug. 29, 2019$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020EUR (€)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019EUR (€)shares | Dec. 31, 2020CAD ($)shares | Oct. 02, 2020$ / sharesshares | Aug. 29, 2020$ / sharesshares | Jan. 31, 2019EUR (€) | Dec. 31, 2018shares | |
Stock Options available | 834,062 | 834,062 | 1,150,000 | ||||||||||||||
Per share | $ / shares | $ 1.95 | ||||||||||||||||
Common stock issued to settle liabilities | $ | $ 46,666 | $ 1,009,981 | |||||||||||||||
Proceeds from warrants exercised | $ | 8,541,896 | ||||||||||||||||
Convertible Debentures | $ | 2,083,000 | ||||||||||||||||
Virtual Generation bonus earnout | $ | $ (561,351) | ||||||||||||||||
Forte Fixtures and Millworks [Member] | |||||||||||||||||
Stock option term | 2 years | 2 years | |||||||||||||||
Stock Options available | 134,508 | 134,508 | |||||||||||||||
Warrant exercised, share | 3.75 | 3.75 | |||||||||||||||
Proceeds from warrants exercised | $ | $ 630,506 | ||||||||||||||||
Debt acquired by related party, principal | $ | 150,000 | ||||||||||||||||
Debt acquired by related party, interest | $ | 70,000 | ||||||||||||||||
Convertible Debentures | 350,000 | $ 207,000 | |||||||||||||||
Payments on Loan | $ | $ 445,020 | ||||||||||||||||
Forte Fixtures and Millworks 2[Member] | |||||||||||||||||
Stock option term | 3 years | 3 years | |||||||||||||||
Stock Options available | 33,627 | 33,627 | |||||||||||||||
Warrant exercised, share | 5 | 5 | |||||||||||||||
Interest rate | 18.99% | 18.99% | |||||||||||||||
Gold Street Capital Corp. [Member] | |||||||||||||||||
Common stock issued to settle liabilities, shares | 15,196 | ||||||||||||||||
Common stock issued to settle liabilities | $ | $ 48,508 | ||||||||||||||||
Warrant exercised, share | 3.75 | 3.75 | |||||||||||||||
Proceeds from warrants exercised | $ | $ 9,533 | ||||||||||||||||
Convertible Debentures | $ | 34,507 | ||||||||||||||||
Interest payments | $ | $ 50,494 | ||||||||||||||||
Gold Street Capital Corp.1 [Member] | |||||||||||||||||
Warrant exercised, share | 5 | 5 | |||||||||||||||
Proceeds from warrants exercised | $ | $ 2,383 | ||||||||||||||||
President [Member] | |||||||||||||||||
Employment Agreement | $ | $ 395,000 | ||||||||||||||||
Stock Options available | 648,000 | 648,000 | |||||||||||||||
Virtual Generation, Related Party [Member] | |||||||||||||||||
Per share | $ / shares | $ 4.23 | ||||||||||||||||
Issuance of common stock, shares | 53,094 | 53,094 | |||||||||||||||
Issuance of common stock, value | $ 224,500 | € 200,000 | |||||||||||||||
Payments on Loan | € | 564,400 | € 956,800 | |||||||||||||||
Total payments | $ | $ 17 | $ 23 | |||||||||||||||
Principal payments | € | € 23,200 | 41,600 | |||||||||||||||
Executive Chairman [Member] | |||||||||||||||||
Employment Agreement | $ | $ 500,000 | ||||||||||||||||
Stock based compensation, shares | 140,000 | 140,000 | |||||||||||||||
Chief Excutive Officer [Member] | |||||||||||||||||
Stock option term | 10 years | 10 years | |||||||||||||||
Stock Options available | 39,375 | 25,000 | 140,000 | ||||||||||||||
Per share | $ / shares | $ 2.96 | $ 4 | $ 2.8 | $ 2.03 | |||||||||||||
Stock based compensation | $ | $ 500,000 | ||||||||||||||||
Stock based compensation, shares | 125,000 | ||||||||||||||||
Luca Pasquini [Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 25,000 | 58,000 | |||||||||||||||
Per share | $ / shares | $ 2.80 | $ 2.03 | |||||||||||||||
Purchase price | 4,576,352 | 4,000,000 | |||||||||||||||
Issuance of common stock, shares | 112,521 | 112,521 | 26,547 | 26,547 | |||||||||||||
Issuance of common stock, value | 300,000 | $ 334,791 | € 300,000 | ||||||||||||||
Purchase price paid in cash | 915,270 | 800,000 | $ 399,061 | 333,100 | |||||||||||||
Payments on Loan | € | 500,000 | ||||||||||||||||
Total payments | € | € 800,000 | ||||||||||||||||
Virtual Generation bonus earnout | 561,351 | 500,000 | $ 112,270 | € 100,000 | |||||||||||||
Gabriele Peroni [Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 25,000 | 36,000 | |||||||||||||||
Per share | $ / shares | $ 2.80 | $ 2.03 | |||||||||||||||
Purchase price | 4,576,352 | 4,000,000 | |||||||||||||||
Issuance of common stock, shares | 112,521 | 112,521 | |||||||||||||||
Issuance of common stock, value | 300,000 | $ 334,791 | € 300,000 | ||||||||||||||
Purchase price paid in cash | 915,270 | 800,000 | 424,579 | € 354,400 | |||||||||||||
Payments on Loan | 500,000 | 187,720 | |||||||||||||||
Virtual Generation bonus earnout | $ 561,351 | € 500,000 | € 100,000 | 112,270 | |||||||||||||
Alessandro Marcelli[Member] | |||||||||||||||||
Stock Options available | 56,000 | 25,000 | |||||||||||||||
Per share | $ / shares | $ 2.03 | $ 2.80 | |||||||||||||||
Franco Salvagni [Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 25,000 | 36,000 | |||||||||||||||
Per share | $ / shares | $ 2.80 | $ 2.03 | |||||||||||||||
Beniamino Gianfelici [Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 25,000 | 35,000 | |||||||||||||||
Per share | $ / shares | $ 2.80 | $ 2.03 | |||||||||||||||
Mark Korb[Member] | |||||||||||||||||
Stock option term | 7 years | ||||||||||||||||
Stock Options available | 25,000 | 58,000 | |||||||||||||||
Per share | $ / shares | $ 2.72 | $ 2.03 | |||||||||||||||
Paul Sallwasser[Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 20,625 | 55,000 | |||||||||||||||
Per share | $ / shares | $ 2.96 | $ 2.03 | |||||||||||||||
Steven Shallcross [Member] | |||||||||||||||||
Stock option term | 10 years | ||||||||||||||||
Stock Options available | 10,313 | 35,000 | |||||||||||||||
Per share | $ / shares | $ 2.96 | $ 2.03 | |||||||||||||||
Philippe Blanc [Member] | |||||||||||||||||
Stock Options available | 55,000 | ||||||||||||||||
Per share | $ / shares | $ 2.03 | ||||||||||||||||
Previous Chairman [Member] | |||||||||||||||||
Common stock issued to settle liabilities, shares | 8,469 | 8,469 | |||||||||||||||
Common stock issued to settle liabilities | $ | $ 46,666 | ||||||||||||||||
Investors [Member] | |||||||||||||||||
Warrant exercised, share | 3,321,226 | 3,321,226 | |||||||||||||||
Proceeds from warrants exercised | $ | $ 8,649,953 | ||||||||||||||||
Richard Cooper [Member] | |||||||||||||||||
Employment Agreement | $ | 30,000 | 15,000 | |||||||||||||||
Clive Kabatznik [Member] | |||||||||||||||||
Employment Agreement | $ | $ 10,000 | $ 30,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) | Apr. 02, 2020USD ($)shares | Jan. 03, 2020USD ($)shares | Jan. 02, 2020USD ($)shares | Sep. 03, 2020USD ($)$ / sharesshares | Aug. 17, 2020USD ($)$ / sharesshares | Jul. 02, 2020USD ($)shares | May 01, 2020USD ($)shares | Sep. 17, 2019USD ($)shares | Jan. 31, 2019EUR (€) | Jun. 02, 2020USD ($)shares | Mar. 01, 2020USD ($)shares | Feb. 27, 2020USD ($)shares | Apr. 22, 2019USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Common stock issued with debentures | $ 739,004 | $ 5,972,508 | |||||||||||||||
Common stock issued to settle liabilities | 46,666 | 1,009,981 | |||||||||||||||
Common stock issued public offering, amount | 10,006,249 | ||||||||||||||||
Proceeds from warrants exercised | 8,541,896 | ||||||||||||||||
Promissory note, related party applied to warrant exercise | $ 108,056 | ||||||||||||||||
Virtual Generation [Member] | |||||||||||||||||
Share issued for acquisition, shares | shares | 61,040 | 35,130 | 24,390 | 29,300 | |||||||||||||
Share issued for acquisition, amount | $ 90,745 | $ 91,265 | $ 91,265 | $ 92,321 | |||||||||||||
Debentures [Member] | |||||||||||||||||
Common stock issued with debentures, shares | shares | 14,083 | 230,326 | 1,866,528 | ||||||||||||||
Common stock issued with debentures | $ 45,066 | $ 739,004 | $ 5,972,507 | ||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Common stock issued for debt, shares | shares | 284,721 | ||||||||||||||||
Common stock issued for debt | $ 457,461 | ||||||||||||||||
Liabilities [Member] | |||||||||||||||||
Common stock issued to settle liabilities | $ 553,525 | ||||||||||||||||
Public Offering[Member] | |||||||||||||||||
Common stock issued public offering, shares | shares | 4,166,666 | ||||||||||||||||
Common stock issued public offering, amount | $ 9,999,998 | ||||||||||||||||
Share price | $ / shares | $ 2.40 | ||||||||||||||||
Underwriting commissions | [1] | $ 800,000 | |||||||||||||||
Conversion price | $ / shares | [2] | $ 2.50 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Underwriting commissions | $ 500 | ||||||||||||||||
Conversion price | $ / shares | $ 0.01 | ||||||||||||||||
Warrants exercised, shares | shares | 624,999 | ||||||||||||||||
Warrants exercised, amount | $ 5,250 | ||||||||||||||||
Virtual Generation [Member] | |||||||||||||||||
Share issued for acquisition, shares | shares | 132,735 | 22,030 | 25,690 | 23,890 | |||||||||||||
Share issued for acquisition, amount | $ 561,350 | $ 93,077 | € 89,000 | $ 96,372 | $ 91,541 | ||||||||||||
[1] | The Company granted the underwriters a forty five day option to purchase up to 624,999 units at a price of $2.40 per unit, each unit consisting of one share of common stock and one five year warrant exercisable for one share of common stock at an exercise price of $2.50 per share. The underwriters were also issued a five year warrant exercisable for 208,333 shares of common stock at an exercise price of $3.00 per share. | ||||||||||||||||
[2] | Each unit consists of one share of common stock and one five year warrant exercisable for one share of common stock |
Warrants - Assumptions (Details
Warrants - Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Expected life of options | 9 years 4 months 9 days |
Stock options, Black-Scholes valuation | $ | $ 2,542,423 |
Warrant [Member] | |
Exercise price, minimum | $ 2.50 |
Exercise price, maximum | $ 5 |
Risk free interest rate, minimum | 1.61% |
Risk free interest rate, maximum | 2.90% |
Expected life of options | 2 years |
Expected life of options | 5 years |
Expected volatility of underlying stock, minimum | 139.50% |
Expected volatility of underlying stock, maximum | 183.00% |
Expected dividend rate | 0.00% |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Exercise Price Per Common Share | ||
Outstanding at end of period | $ 1.95 | |
Warrant [Member] | ||
Warrant Shares [Rollforward] | ||
Outstanding at beginning of period | 1,089,474 | 1,089,474 |
Granted during the period | 5,374,371 | |
Forfeited/cancelled during the period | (1,089,474) | |
Excercised during the period | 3,321,226 | |
Expired during the period | ||
Outstanding at end of period | 2,053,145 | 1,089,474 |
Weighted Average Exercise Price Per Common Share | ||
Outstanding at beginning of period | $ 4 | $ 4 |
Granted during the period | 2.62 | |
Forfeited/Canceled during the period | 4 | |
Exercised during the period | ||
Expired during the period | 2.62 | |
Outstanding at end of period | $ 2.63 | $ 4 |
Warrants Oustanding (Details)
Warrants Oustanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average exercise price | $ 1.95 | ||
Warrant [Member] | |||
Number of shares | 2,053,145 | 1,089,474 | 1,089,474 |
Weighted average exercise price | $ 2.63 | $ 4 | $ 4 |
$2.50 [Member] | |||
Number of shares | 1,747,949 | ||
Weighted average remianing years | 4 years 6 months 5 days | ||
Weighted average exercise price | $ 2.50 | ||
$3.00 [Member] | |||
Number of shares | 208,333 | ||
Weighted average remianing years | 2 years 6 months 3 days | ||
Weighted average exercise price | $ 3 | ||
$3.75 [Member] | |||
Number of shares | 57,761 | ||
Weighted average remianing years | 1 year 4 months 1 day | ||
Weighted average exercise price | $ 3.75 | ||
$5.00 [Member] | |||
Number of shares | 39,102 | ||
Weighted average remianing years | 2 years 1 month 7 days | ||
Weighted average exercise price | $ 5 |
Stock Options - Stock option As
Stock Options - Stock option Assumptions (Details) - USD ($) | Nov. 11, 2019 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Stock options, Black-Scholes valuation | $ 2,542,423 | |
Stock option [Member] | ||
Class of Stock [Line Items] | ||
Exercise price, minimum | $ 1.84 | |
Exercise price, maximum | $ 2.03 | |
Risk free interest rate, minimum | 0.68% | |
Expected life of options | P10Y | |
Expected volatility of underlying stock, minimum | 231.10% | |
Expected volatility of underlying stock, maximum | 231.40% | |
Expected dividend rate | 0.00% | |
Stock options, Black-Scholes valuation | $ 70,625 | $ 1,204,986 |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option Activity | ||
Options outstanding, shares | 1,622,938 | |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price | $ 2.11 | |
Stock option [Member] | ||
Stock option Activity | ||
Options outstanding, shares | 315,938 | |
Granted | 1,307,000 | 315,938 |
Forfeited/cancelled | ||
Options outstanding, shares | 1,622,938 | 315,938 |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price | $ 2.84 | |
Granted | 1.95 | 2.84 |
Forfeited/cancelled | ||
Exercised | ||
Options outstanding, weighted average exercise price | $ 2.16 | $ 2.84 |
Stock Options - Stock options o
Stock Options - Stock options outstanding (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Options outstanding, shares | 1,622,938 |
Options oustanding, weighted average remaining years | 9 years 4 months 9 days |
Options outstanding, weighted average exercise price | $ / shares | $ 2.11 |
Options exercisable, shares | 165,534 |
Options exercisable, weighted average exercise price | $ / shares | $ 2.86 |
$1.84[Member] | |
Exercise price per share | $ / shares | $ 1.84 |
Options outstanding, shares | 648,000 |
Options oustanding, weighted average remaining years | 9 years 7 months 3 days |
Options exercisable, shares | |
$2.03[Member] | |
Exercise price per share | $ / shares | $ 2.03 |
Options outstanding, shares | 659,000 |
Options oustanding, weighted average remaining years | 9 years 7 months 5 days |
$2.72[Member] | |
Exercise price per share | $ / shares | $ 2.72 |
Options outstanding, shares | 25,000 |
Options oustanding, weighted average remaining years | 5 years 5 months |
Options outstanding, weighted average exercise price | $ / shares | $ 2.72 |
Options exercisable, shares | |
$2.80[Member] | |
Exercise price per share | $ / shares | $ 2.80 |
Options outstanding, shares | 220,625 |
Options oustanding, weighted average remaining years | 8 years 7 months 3 days |
Options outstanding, weighted average exercise price | $ / shares | $ 2.80 |
Options exercisable, shares | 97,800 |
$2.96[Member] | |
Exercise price per share | $ / shares | $ 2.96 |
Options outstanding, shares | 70,313 |
Options oustanding, weighted average remaining years | 8 years 5 months 2 days |
Options outstanding, weighted average exercise price | $ / shares | $ 2.96 |
Options exercisable, shares | 67,734 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Nov. 11, 2019 | Jul. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Stock Options available | 834,062 | 1,150,000 | ||||
Options outstanding, shares | 1,622,938 | |||||
Fair values of options | $ 2,542,423 | |||||
Per share | $ 1.95 | |||||
Stock based compensation expense | $ 518,107 | |||||
Unvested options, shares | 1,379,414 | |||||
Unvested options, amount | $ 2,722,022 | |||||
Intrinsic Value of stock options | $ 151,366 | |||||
Stock option [Member] | ||||||
Stock options issued for common stock | 95,313 | 150,000 | ||||
Options outstanding, shares | 1,622,938 | |||||
Fair values of options | $ 70,625 | $ 1,204,986 | ||||
Per share | $ 2.80 | |||||
Executives [Member] | ||||||
Stock options issued for common stock | 25,000 | 25,000 | [1] | |||
Chief Excutive Officer [Member] | ||||||
Stock options issued for common stock | 39,375 | |||||
Directors [Member] | ||||||
Stock options issued for common stock | 30,938 | |||||
[1] | Six Executive Officers |
Revenues (Details)
Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Turnover | $ 574,258,395 | $ 454,133,174 |
Less: Winnings/payouts | 530,262,040 | 414,226,612 |
Gross Gaming Revenues | 43,996,355 | 39,906,562 |
Less: ADM Gaming Taxes | 6,874,752 | 4,697,085 |
Net Gaming Revenues | 37,121,603 | 35,209,477 |
Betting platform software and services | 144,764 | 373,654 |
Revenue | 37,266,367 | 35,583,131 |
Web-based [Member] | ||
Total Turnover | 505,369,803 | 328,385,837 |
Less: Winnings/payouts | 473,794,175 | 309,214,993 |
Land-based [Member] | ||
Total Turnover | 68,888,592 | 125,747,337 |
Less: Winnings/payouts | $ 56,467,865 | $ 105,011,619 |
Loss on extinguishment of conve
Loss on extinguishment of convertible debt - Assumptions Black-scholes model (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Risk free interest rate, minimum | 0.16% |
Risk free interest rate, maximum | 0.19% |
Expected life of options | 2 to 3 years |
Expected volatility of underlying stock, minimum | 139.50% |
Expected volatility of underlying stock, maximum | 183.50% |
Expected dividend rate | 0.00% |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Net Income (Loss) per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Options | 1,622,938 | 315,938 |
Warrants | 2,053,145 | 1,089,474 |
Convertible debentures | 10,796 | 1,246,551 |
Anti-dilutive shares | 3,686,879 | 2,651,963 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rate | $ 1,896,305 | $ 1,822,092 |
Items not allowed for tax purposes | (2,113,651) | (1,142,776) |
Foreign tax rate differential | (90,772) | (66,163) |
Additional foreign taxation | (36,939) | (15,190) |
Witholding tax on dividends | (162,112) | |
Prior year over provision | 1,167 | |
Prior year net operating loss adjustment | (917,820) | |
Movement in valuation allowances | (323,114) | (279,486) |
Other differences | (76,361) | |
Effective tax rate | (906,644) | (598,176) |
Current | (837,973) | (683,830) |
Witholding tax | (162,112) | |
Deferred | $ 93,441 | $ 85,654 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Working capital movements | $ 693,465 | $ 641,089 |
Plant and equipment | 6,925 | |
Net loss carryforward- Foreign | 135,568 | 119,251 |
Net loss carryforward-US | 3,752,678 | 3,505,182 |
Total Net loss carryforward | 4,588,636 | 4,265,522 |
Valuation allowance | (4,588,636) | (4,265,522) |
Intangible assets | (1,222,514) | (1,315,954) |
Deferred tax assets | $ (1,222,514) | $ (1,315,954) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2023 | ||
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 17,900,000 | $ 11,100,000 | |
Net operating loss carryforward adjustments on prior year | $ 300,000 | ||
Italy corporate tax rate | [1] | 27.90% | |
Austrian corporate tax rate | 25.00% | ||
Canadian corporate tax rate | 26.50% | ||
Colombia corporate tax rate | 31.00% | ||
U.S. statutory rate | 21.00% | ||
Net loss carry forward for US entities | $ 3,000,000 | ||
[1] | IRES at 24% plus IRAP ordinary at 3.94% |
Segmental Reporting - Segment R
Segmental Reporting - Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Purchase of Non-Current assets | $ 291,501 | $ 5,658,400 |
Assets | ||
Total Current Assets | 21,193,666 | 7,264,550 |
Total Non-Current Assets | 14,664,313 | 20,560,632 |
Liabilities | ||
Total Current Liabilities | (13,314,035) | (16,417,841) |
Total Non-Current Liabilities | (2,387,591) | (2,606,056) |
Intercompany balances | ||
Net Asset position | 20,156,353 | 8,801,285 |
Betting Establishments [Member] | ||
Purchase of Non-Current assets | 172,095 | 202,042 |
Assets | ||
Total Current Assets | 10,966,901 | 6,620,800 |
Total Non-Current Assets | 7,475,455 | 12,761,177 |
Liabilities | ||
Total Current Liabilities | (8,238,101) | (5,395,212) |
Total Non-Current Liabilities | (1,130,752) | (1,266,145) |
Intercompany balances | 4,259,281 | 5,461,766 |
Net Asset position | 13,332,784 | 18,182,386 |
Betting Platform Software and Services [Member] | ||
Purchase of Non-Current assets | 117,703 | 5,456,358 |
Assets | ||
Total Current Assets | 430,625 | 470,127 |
Total Non-Current Assets | 6,250,418 | 6,615,905 |
Liabilities | ||
Total Current Liabilities | (648,881) | (615,564) |
Total Non-Current Liabilities | (1,225,477) | (1,339,911) |
Intercompany balances | 382,598 | 423,926 |
Net Asset position | 5,189,283 | 5,554,483 |
All Other [Member] | ||
Purchase of Non-Current assets | 1,703 | |
Assets | ||
Total Current Assets | 9,796,140 | 216,948 |
Total Non-Current Assets | 938,440 | 1,183,550 |
Liabilities | ||
Total Current Liabilities | (4,427,053) | (10,450,390) |
Total Non-Current Liabilities | (31,362) | |
Intercompany balances | (4,641,879) | (5,885,692) |
Net Asset position | $ 1,634,286 | $ (14,935,584) |
Segmental Reporting (Details Na
Segmental Reporting (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Gaming Revenues | $ 37,266,367 | $ 35,583,131 |
Intercompany Service revenue | ||
Revenue | 37,266,367 | 35,583,131 |
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | 26,109,221 | 25,583,913 |
General and administrative expenses | 13,789,391 | 12,995,133 |
Impairment of license | 4,900,000 | |
Total Costs and Expenses | 44,798,612 | 38,579,046 |
(Loss) income from operations | (7,532,245) | (2,995,915) |
Other (Expenses) Income | ||
Other income | 165,375 | 149,565 |
Other expense | (86,933) | |
Interest expense, net | (328,663) | (972,443) |
Amortization of debt discount | (818,182) | (4,154,922) |
Fair value of warrants issued on convertible debt extensions | (719,390) | |
Virtual Generation bonus earnout | (561,351) | |
Loss on share issuances | (44,063) | |
Loss on marketable securities | 290,000 | (97,500) |
Total other (expenses) income | (1,497,793) | (5,680,714) |
Loss Before Income Taxes | (9,030,038) | (8,676,629) |
Income taxes provision | (906,644) | (598,176) |
Net Loss | (9,936,682) | (9,274,805) |
Betting Establishments [Member] | ||
Net Gaming Revenues | 37,121,603 | 35,209,477 |
Intercompany Service revenue | 84,172 | 452,776 |
Revenue | 37,205,775 | 35,662,253 |
Operating expenses | ||
Intercompany service expense | 3,604,523 | 2,839,211 |
Selling expenses | 26,107,189 | 25,583,913 |
General and administrative expenses | 4,918,986 | 5,109,135 |
Impairment of license | 4,900,000 | |
Total Costs and Expenses | 39,530,698 | 33,532,259 |
(Loss) income from operations | (2,324,923) | 2,129,994 |
Other (Expenses) Income | ||
Other income | 161,472 | 114,818 |
Other expense | (28,757) | |
Interest expense, net | (6,492) | (190,206) |
Amortization of debt discount | ||
Fair value of warrants issued on convertible debt extensions | ||
Virtual Generation bonus earnout | ||
Loss on share issuances | ||
Loss on marketable securities | ||
Total other (expenses) income | 126,223 | (75,388) |
Loss Before Income Taxes | (2,198,700) | 2,054,606 |
Income taxes provision | (796,991) | (641,528) |
Net Loss | (2,995,691) | 1,413,078 |
Betting Platform Software and Services [Member] | ||
Net Gaming Revenues | 144,764 | 373,654 |
Intercompany Service revenue | 3,604,523 | 2,839,211 |
Revenue | 3,749,287 | 3,212,865 |
Operating expenses | ||
Intercompany service expense | 84,172 | 452,776 |
Selling expenses | 2,032 | 2,000,579 |
General and administrative expenses | 3,906,439 | 1,294,617 |
Impairment of license | ||
Total Costs and Expenses | 3,992,643 | 3,747,972 |
(Loss) income from operations | (243,356) | (535,107) |
Other (Expenses) Income | ||
Other income | 3,903 | |
Other expense | (58,176) | |
Interest expense, net | (71) | 3 |
Amortization of debt discount | ||
Fair value of warrants issued on convertible debt extensions | ||
Virtual Generation bonus earnout | ||
Loss on share issuances | ||
Loss on marketable securities | ||
Total other (expenses) income | (54,344) | 3 |
Loss Before Income Taxes | (297,700) | (535,104) |
Income taxes provision | 52,459 | (43,352) |
Net Loss | (245,241) | (491,752) |
All Other [Member] | ||
Net Gaming Revenues | ||
Intercompany Service revenue | ||
Revenue | ||
Operating expenses | ||
Intercompany service expense | ||
Selling expenses | ||
General and administrative expenses | 4,963,966 | 4,590,802 |
Impairment of license | ||
Total Costs and Expenses | 4,963,966 | 4,590,802 |
(Loss) income from operations | (4,963,966) | (4,590,802) |
Other (Expenses) Income | ||
Other income | 34,747 | |
Other expense | ||
Interest expense, net | (322,100) | (782,240) |
Amortization of debt discount | (818,182) | (4,154,922) |
Fair value of warrants issued on convertible debt extensions | (719,390) | |
Virtual Generation bonus earnout | (561,351) | |
Loss on share issuances | (44,063) | |
Loss on marketable securities | 290,000 | (97,500) |
Total other (expenses) income | (1,569,672) | (5,605,329) |
Loss Before Income Taxes | (6,533,638) | (10,196,131) |
Income taxes provision | (162,112) | |
Net Loss | (6,695,750) | (10,196,131) |
Adjustments [Member] | ||
Net Gaming Revenues | ||
Intercompany Service revenue | (3,688,695) | (3,291,987) |
Revenue | (3,688,695) | (3,291,987) |
Operating expenses | ||
Intercompany service expense | (3,688,695) | (3,291,987) |
Selling expenses | ||
General and administrative expenses | ||
Impairment of license | ||
Total Costs and Expenses | (3,688,695) | (3,291,987) |
(Loss) income from operations | ||
Other (Expenses) Income | ||
Other income | ||
Other expense | ||
Interest expense, net | ||
Amortization of debt discount | ||
Fair value of warrants issued on convertible debt extensions | ||
Virtual Generation bonus earnout | ||
Loss on share issuances | ||
Loss on marketable securities | ||
Total other (expenses) income | ||
Loss Before Income Taxes | ||
Income taxes provision | ||
Net Loss |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jan. 11, 2021USD ($) | Mar. 26, 2021USD ($)shares | Mar. 25, 2021USD ($)shares | Mar. 25, 2021CAD ($)shares | Mar. 25, 2021EUR (€)shares | Dec. 31, 2020USD ($) |
Proceeds from warrants exercised | $ 8,541,896 | |||||
Deferred Pruchase Consideration [Member] | ||||||
Repayment in cash | $ 407,552 | € 333,300 | ||||
Debentures [Member] | ||||||
Proceeds from warrants exercised, shares | shares | 36,709 | 36,709 | 36,709 | |||
Proceeds from warrants exercised | $ 171,839 | |||||
Repayment of debt | $ 27,442 | $ 35,000 | ||||
Line of Credit [Member] | ||||||
Repayment of line of credit | $ 500,000 | |||||
Warrants [Member] | ||||||
Proceeds from warrants exercised, shares | shares | 208,333 | 1,150,776 | 1,150,776 | 1,150,776 | ||
Proceeds from warrants exercised | $ 624,999 | $ 2,876,940 |