Elys BMG (ELYS) S-1 1 Sep 22 IPO registration Financial data

Cover

Cover	Sep. 01, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	ELYS GAME TECHNOLOGY, CORP.
Entity Central Index Key	0001080319
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 6,018,635	$ 7,319,765	$ 18,945,817
Accounts receivable	458,627	271,161	162,141
Gaming accounts receivable	901,779	2,418,492	1,455,710
Prepaid expenses	1,977,571	968,682	327,190
Related party receivable		1,413	1,519
Other current assets	458,032	403,972	301,289
Total Current Assets	9,814,644	11,383,485	21,193,666
Non - Current Assets
Restricted cash	355,643	386,592	1,098,952
Property and equipment	567,135	490,079	489,591
Right of use assets	1,117,563	589,288	687,568
Intangible assets	14,781,491	15,557,561	10,257,582
Goodwill	16,164,108	16,164,337	1,663,120
Marketable securities	100,000	7,499	467,500
Total Non - Current Assets	33,085,940	33,195,356	14,664,313
Total Assets	42,900,584	44,578,841	35,857,979
Current Liabilities
Bank overdraft		7,520	3,902
Line of credit - bank			500,000
Accounts payable and accrued liabilities	4,790,763	6,820,279	7,961,146
Gaming accounts payable		2,610,305	3,084,768
Taxes payable	192,497	47,787	946,858
Advances from stockholders		502	565
Deferred purchase consideration, net of discount of $0 and $7,761			17,673
Deferred purchase consideration - related parties, net of discount of $0 and $5,174		0	376,954
Promissory notes payable - related parties	321,144	51,878
Debentures			34,547
Operating lease liability	293,343	244,467	238,899
Financial lease liability	7,584	8,347	10,511
Bank loan payable - current portion	3,093	36,094	138,212
Total Current Liabilities	8,324,796	9,827,179	13,314,035
Non-Current Liabilities
Contingent Purchase Consideration		12,859,399
Deferred tax liability	3,132,901	3,291,978	1,222,513
Operating lease liability		340,164	416,861
Financial lease liability	3,330	7,716	17,265
Bank loan payable	149,759	151,321	66,885
Other long-term liabilities	371,242	359,567	664,067
Total Non-Current Liabilities	18,265,450	17,010,145	2,387,591
Total Liabilities	26,590,246	26,837,324	15,701,626
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; 26,319,583 and 23,363,732 shares issued and outstanding as of June 30, 2022 and December 31, 2021	2,632	2,336	2,003
Additional paid-in capital	71,681,523	66,233,292	53,064,919
Accumulated other comprehensive income	(761,314)	(251,083)	267,948
Accumulated deficit	(54,612,503)	(48,243,028)	(33,178,517)
Total Stockholders' Equity	16,310,338	17,741,517	20,156,353
Total Liabilities and Stockholders’ Equity	42,900,584	44,578,841	$ 35,857,979
Operating lease liability	$ 833,045	$ 340,164

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000	5,000,000
Preferred Stock, Shares Issued		0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	80,000,000	80,000,000	80,000,000
Common Stock, Shares, Issued	26,319,583	23,363,732	20,029,834
Common Stock, Shares, Outstanding	26,319,583	23,363,732	20,029,834

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 10,347,735	$ 11,689,949	$ 22,583,721	$ 25,847,277	$ 45,546,791	$ 37,266,367
Costs and Expenses
Selling expenses	7,868,719	9,616,584	17,154,951	20,278,399	36,274,752	26,109,221
General and administrative expenses	4,771,258	4,754,944	9,780,642	8,900,154	18,817,959	13,789,391
Impairment of indefinite lived assets and goodwill					17,350,628	4,900,000
Total Costs and Expenses	13,845,666	14,371,528	28,141,282	29,178,553	72,443,339	44,798,612
Loss from Operations	(3,497,931)	(2,681,579)	(5,557,561)	(3,331,276)	(26,896,548)	(7,532,245)
Other (Expenses) Income
Interest expense, net	(9,678)	(2,194)	(13,537)	(10,043)	(20,985)	(328,663)
Amortization of debt discount				(12,833)	(12,833)	(818,182)
Change in fair value of contingent purchase consideration	(465,761)		(915,774)		11,857,558
Other income	29,103	89,018	68,852	370,362	227,788	165,375
Other expense	(9,941)	(1,208)	(11,011)	(28,138)	(49,967)	(86,933)
Loss on extinguishment of convertible debt						(719,390)
(Loss) gain on marketable securities	15,000	(287,500)	92,500	(92,500)	(460,000)	290,000
Total Other Income (Expenses)	(441,277)	(201,884)	(778,970)	226,848	11,541,561	(1,497,793)
Loss Before income taxes	(3,939,208)	(2,883,463)	(6,336,531)	(3,104,428)	(15,354,987)	(9,030,038)
Income tax benefit (provision)	123,949	112,113	(32,944)	(276,501)	290,476	(906,644)
Net Loss	(3,815,259)	(2,771,350)	(6,369,475)	(3,380,929)	(15,064,511)	(9,936,682)
Other Comprehensive Loss
Foreign currency translation adjustment	(358,456)	84,743	(510,231)	(259,347)	(519,031)	444,665
Comprehensive Loss	$ (4,173,715)	$ (2,686,607)	$ (6,879,706)	$ (3,640,276)	$ (15,583,542)	$ (9,492,017)
Loss per common share - basic and diluted	$ (0.16)	$ (0.13)	$ (0.27)	$ (0.16)	$ (0.67)	$ (0.71)
Weighted average number of common shares outstanding - basic and diluted	24,118,752	22,012,153	23,818,620	21,761,334	22,500,716	14,047,725

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 1,194	$ 32,218,643	$ (176,717)	$ (23,241,835)	$ 8,801,285
Shares, Issued at Dec. 31, 2019	11,949,042
Shares issued on conversion of convertible debentures	$ 23	738,981			739,004
Shares issued on conversion of convertible debentures, shares	230
Common stock issued to settle deferred purchase consideration	$ 36	1,207,409			1,207,445
Common stock issued to settle deferred purchase consideration, shares	354,105
Proceeds from private placement	$ 1	46,665			46,666
Common stock issued to settle liabilities, shares	8,469
Proceeds from open market sales	$ 417	10,005,832			10,006,249
Proceeds from open market sales, shares	4,166,666
Expenses related to public offering		(1,040,127)			(1,040,127)
Proceeds from warrants exercised	$ 328	8,541,568			8,541,896
Proceeds from warrants exercised, shares	3,278,004
Promissory note, related party applied to warrant exercise	$ 4	108,052			108,056
Promissory note, related party applied to warrant exercise, shares	43,222
Fair value of warrants issued on debt extension		719,390			719,390
Stock based compensation expense		518,506			518,506
Foreign currency translation adjustment			444,665		444,665
Net loss				(9,936,682)	(9,936,682)
Ending balance, value at Dec. 31, 2020	$ 2,003	53,064,919	267,948	(33,178,517)	20,156,353
Shares, Issued at Dec. 31, 2020	20,029,834
Proceeds from private placement	$ 47	2,676,854			2,676,901
Common stock issued to settle liabilities, shares	467,990
Proceeds from warrants exercised	$ 149	3,909,832			3,909,981
Stock based compensation expense		288,968			288,968
Foreign currency translation adjustment			(344,088)		(344,088)
Net loss				(609,579)	(609,579)
Restricted stock compensation	$ 2	139,998			140,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	24,476
Ending balance, value at Mar. 31, 2021	$ 2,201	60,080,571	(76,140)	(33,788,096)	26,218,536
Shares, Issued at Mar. 31, 2021	22,011,109
Beginning balance, value at Dec. 31, 2020	$ 2,003	53,064,919	267,948	(33,178,517)	20,156,353
Shares, Issued at Dec. 31, 2020	20,029,834
Proceeds from prefunded warrants
Ending balance, value at Jun. 30, 2021	$ 2,202	60,384,232	8,603	(36,559,446)	23,835,591
Shares, Issued at Jun. 30, 2021	22,016,109
Beginning balance, value at Dec. 31, 2020	$ 2,003	53,064,919	267,948	(33,178,517)	20,156,353
Shares, Issued at Dec. 31, 2020	20,029,834
Proceeds from private placement	$ 53	2,676,849			2,676,902
Common stock issued to settle liabilities, shares	533,790
Proceeds from warrants exercised	$ 151	3,962,330			3,962,481
Proceeds from warrants exercised, shares	1,509,809
Acquisition of Bookmakers Company US, LLC	$ 127	4,544,177			4,544,304
Acquisition of Bookmakers Company US, LLC, shares	1,265,823
Shares issued for services	$ 2	139,998			140,000
Shares issued for services, shares	24,476
Stock based compensation expense		1,845,019			1,845,019
Foreign currency translation adjustment			(519,031)		(519,031)
Net loss				(15,064,511)	(15,064,511)
Ending balance, value at Dec. 31, 2021	$ 2,336	66,233,292	(251,083)	(48,243,028)	17,741,517
Shares, Issued at Dec. 31, 2021	23,363,732
Beginning balance, value at Mar. 31, 2021	$ 2,201	60,080,571	(76,140)	(33,788,096)	26,218,536
Shares, Issued at Mar. 31, 2021	22,011,109
Proceeds from warrants exercised	$ 1	12,499			12,500
Stock based compensation expense		291,162			291,162
Foreign currency translation adjustment			84,743		84,743
Net loss				(2,771,350)	(2,771,350)
Ending balance, value at Jun. 30, 2021	$ 2,202	60,384,232	8,603	(36,559,446)	23,835,591
Shares, Issued at Jun. 30, 2021	22,016,109
Beginning balance, value at Dec. 31, 2021	$ 2,336	66,233,292	(251,083)	(48,243,028)	17,741,517
Shares, Issued at Dec. 31, 2021	23,363,732
Proceeds from open market sales	$ 6	131,559			131,565
Proceeds from open market sales, shares	56,472
Stock based compensation expense		597,972			597,972
Foreign currency translation adjustment			(151,775)		(151,775)
Net loss				(2,554,216)	(2,554,216)
Brokers Fees on open market sales		(3,949)			(3,949)
Restricted stock compensation	$ 16	424,984			425,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	162,835
Ending balance, value at Mar. 31, 2022	$ 2,358	67,383,858	(402,858)	(50,797,244)	16,186,114
Shares, Issued at Mar. 31, 2022	23,583,039
Beginning balance, value at Dec. 31, 2021	$ 2,336	66,233,292	(251,083)	(48,243,028)	17,741,517
Shares, Issued at Dec. 31, 2021	23,363,732
Proceeds from prefunded warrants					512,758
Ending balance, value at Jun. 30, 2022	$ 2,632	71,681,523	(761,314)	(54,612,503)	16,310,338
Shares, Issued at Jun. 30, 2022	26,319,583
Beginning balance, value at Mar. 31, 2022	$ 2,358	67,383,858	(402,858)	(50,797,244)	16,186,114
Shares, Issued at Mar. 31, 2022	23,583,039
Proceeds from private placement	$ 263	2,486,925			2,487,188
Common stock issued to settle liabilities, shares	2,625,000
Proceeds from open market sales	$ 11	255,477			255,488
Proceeds from open market sales, shares	111,544
Stock based compensation expense		1,296,118			1,296,118
Foreign currency translation adjustment			(358,456)		(358,456)
Net loss				(3,815,259)	(3,815,259)
Brokers Fees on open market sales		(7,663)			(7,663)
Proceeds from prefunded warrants		512,758			512,758
Brokers fees on private placement		(245,950)			(245,950)
Ending balance, value at Jun. 30, 2022	$ 2,632	$ 71,681,523	$ (761,314)	$ (54,612,503)	$ 16,310,338
Shares, Issued at Jun. 30, 2022	26,319,583

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Net loss			$ (15,064,511)	$ (9,936,682)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$ 892,232	$ 460,320	1,351,174	1,058,113
Amortization of debt discount		12,833	12,833	818,182
Impairment of license and goodwill			17,350,628	4,900,000
Non-cash interest	9,151	4,696	9,265	216,268
Change in Fair Value Contingent Consideration	915,774		(11,857,558)
Unrealized (gain) loss on trading securities	(92,500)	92,500	460,000	(290,000)
Shares issued for services			140,000
Stock option compensation expense	1,894,090	580,130	1,845,019	518,506
Loss on extinguishment of convertible debt				719,390
Gain on settlement of liabilities			(7,977)
Bad debt expense			(98,167)	13,051
Deferred taxation movement			(196,434)	(93,441)
Changes in Operating Assets and Liabilities
Prepaid expenses	(1,024,859)	(97,503)	(632,012)	(97,913)
Accounts payable and accrued liabilities	(1,700,177)	158,239	1,663,340	78,013
Accounts receivable	(132,614)	(19,623)	(145,367)	(55,750)
Gaming accounts receivable	1,313,461	214,012	(933,273)	(53,047)
Gaming accounts liabilities	329,183	140,608	(270,063)	1,282,510
Taxes payable	153,526	238,917	(865,174)	580,224
Due from related parties	1,056	(1,974)	(1,979)	(302)
Retirement Obligation			86,480
Other current assets	(86,891)	66,449	(44,626)	187,390
Long term liability	42,300	(304,260)	(355,109)	(10,005)
Net Cash used in Operating Activities	(3,589,820)	(1,750,322)	(7,553,511)	(165,493)
Cash Flows from Investing Activities
Acquisition of property, plant and equipment and intangible assets	(229,075)	(122,432)	(717,080)	(291,501)
Acquisition of Bookmakers Company US, LLC, net of cash of $26,161			(5,973,839)
Net Cash Used in Investing Activities	(229,075)	(122,432)	(6,690,919)	(291,501)
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		3,922,481	3,962,482	8,541,896
Proceeds from bank overdraft		1,053	4,047	3,641
Repayment of bank line of credit			(500,000)	(500,000)
Repayment of bank loan	(33,184)	(67,336)	(133,742)	(62,364)
Repayment of debentures			(27,562)	(2,778,349)
Proceeds from promissory note – related party				300,000
Repayment of promissory note- related party				(200,000)
Proceeds from Government relief loan				30,146
Repayment of government relief loan			(27,586)
Deferred purchase price payments			(410,383)	(1,577,010)
Capital Finance Lease Repaid	(4,038)	(5,994)	(10,172)	(12,666)
Net Cash provided by Financing Activities	3,344,982	2,888,209	2,857,084	12,711,416
Effect of change in exchange rate	(858,166)	(506,503)	(951,066)	1,057,832
Net (decrease) increase in cash	(1,332,079)	508,952	(12,338,412)	13,312,254
Cash, cash equivalents and restricted cash – beginning of the period	7,706,357	20,044,769	20,044,769	6,732,515
Cash, cash equivalents and restricted cash – end of the period	6,374,278	20,553,721	7,706,357	20,044,769
Cash and cash equivalents	6,018,635	19,150,990	7,319,765	18,945,817
Restricted cash included in non-current assets	355,643	1,402,731	386,592	1,098,952
Supplemental disclosure of cash flow information
Interest	4,898	17,528	39,682	741,510
Income tax	47,311	118,266	805,030	359,863
Supplemental cash flow disclosure for non-cash activities
Conversion of convertible debt to common stock				739,004
Promissory note, related party, applied to warrant exercise				108,056
Deferred purchase consideration settled by the issuance of common stock				1,207,445
Common stock issued to settle liabilities		2,676,901	2,676,902	46,666
Acquisition of Bookmakers Company US, LLC by the issuance of common stock			$ 4,544,304
Restricted stock awards	425,000	140,000
Change in fair value of contingent purchase consideration	915,774
Movement in deferred taxation	(159,077)	(46,720)
Gain on Government relief loan forgiven		(8,017)
Repayment of bank overdraft	(7,233)
Repayment of bank credit line		(500,000)
Redemption of convertible debentures		(27,562)
Repayment of Government relief loan		(24,050)
Repayment of deferred purchase consideration – non-related parties		(410,383)
Proceeds from Subscriptions – Net of Fees	2,616,679
Proceeds from pre-funded warrants	512,758
Proceeds from related party promissory notes	$ 260,000

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Acquistion of Bookmakers Company US, LLC	$ 26,161
Payments of Stock Issuance Costs		$ 1,040,127

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 10,347,735	$ 11,689,949	$ 22,583,721	$ 25,847,277
Costs and Expenses
Selling expenses	7,868,719	9,616,584	17,154,951	20,278,399
General and administrative expenses	4,771,258	4,754,944	9,780,642	8,900,154
Restructuring and severance expenses	1,205,689		1,205,689
Total Costs and Expenses	13,845,666	14,371,528	28,141,282	29,178,553
Loss from Operations	(3,497,931)	(2,681,579)	(5,557,561)	(3,331,276)
Other (Expenses) Income
Interest expense, net of interest income	(9,678)	(2,194)	(13,537)	(10,043)
Amortization of debt discount				(12,833)
Other income	29,103	89,018	68,852	370,362
Changes in fair value of contingent purchase consideration	(465,761)		(915,774)
Other expense	(9,941)	(1,208)	(11,011)	(28,138)
Gain (loss) on marketable securities	15,000	(287,500)	92,500	(92,500)
Total Other Income (Expenses)	(441,277)	(201,884)	(778,970)	226,848
Loss Before income taxes	(3,939,208)	(2,883,463)	(6,336,531)	(3,104,428)
Income tax provision	123,949	112,113	(32,944)	(276,501)
Net Loss	(3,815,259)	(2,771,350)	(6,369,475)	(3,380,929)
Other Comprehensive (Loss) Income
Foreign currency translation adjustment	(358,456)	84,743	(510,231)	(259,347)
Comprehensive Loss	$ (4,173,715)	$ (2,686,607)	$ (6,879,706)	$ (3,640,276)
Loss per common share – basic and diluted	$ (0.16)	$ (0.13)	$ (0.27)	$ (0.16)
Weighted average number of common shares outstanding – basic and diluted	24,118,752	22,012,153	23,818,620	21,761,334

1. Nature of Business

1. Nature of Business	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
1. Nature of Business	1. Nature of Business Established in the state of Delaware in 1998, Elys Game Technology, Corp (“Elys” or the “Company”), provides gaming services in the U.S. market via Elys Gameboard Technologies, LLC and Bookmakers Company US, LLC (“USB”) in certain licensed states where the Company offers bookmaking and platform services to the Company’s customers. The Company’s intention is to focus its attention on expanding the US market. The Company recently began operation in Washington D.C. through a Class B Managed Service Provider and Class B Operator license to operate a sportsbook within the Grand Central Restaurant and Sportsbook located in the Adams Morgan area of Washington, D.C., and in October 2021 the Company entered into an agreement with Ocean Casino Resort in Atlantic City, New Jersey, to provide platform and bookmaking services. Ocean Casino Resort began using the Company’s platform and bookmaking services in March 2022. The Company also provides business-to-consumer (“B2C”) gaming services in Italy through its subsidiary, Multigioco, which operations are carried out via both land-based or online retail gaming licenses regulated by the Agenzia delle Dogane e dei Monopoli (“ Additionally, the Company provides business-to-business (“B2B”) gaming technology through its Odissea subsidiary which owns and operates a betting software designed with a unique “distributed model” 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, built-in sports book and a virtual sports platform through its Virtual Generation subsidiary. The Platform also provides seamless application programming interface integration of third-party supplied products such as online casino, poker, lottery and horse racing and has the capability to incorporate e-sports and daily fantasy sports providers. Management implemented a growth strategy to expand B2B gaming technology operations in the U.S. and is considering further expansion in Canada and Latin American countries in the near future. Strategic agreements entered into with Lottomatica (currently known as G.B.O, S.p.A) During the course of the second quarter, the Company entered into a Master Technology Development and License Agreement and a Technical Services Agreement with Lottomatica to develop and provide a dedicated Sports Betting Platform (“SBP”) for use in both land-based and on-line applications by Lottomatica in the U.S. and Canadian markets, as well as potentially worldwide. The contract is for a period of ten years, after which the source code will be assigned to Lottomatica. An option was also granted to Lottomatica that after a period of four years from the commencement of the provision of the SBP, that Lottomatica may acquire the source code to the SBP for €4.0 million. The Technical Services Agreement was entered into with the Company’s subsidiary Odissea to provide engineering services, develop and deliver the software and provide operational and product management support to Lottomatica on the SBP. The initial term of the agreement is for a period of ten years and is based on cost plus a percentage of the services provided. In a separate Virtual Service Agreement entered into between the Company’s subsidiary Virtual Generation and Goldbet S.p.A., a subsidiary of Lottomatica, whereby Virtual Generation will license virtual event content to be implemented on the Lottomatica’s Platform throughout the Lottomatica vast network of retail outlets and on the online services in Italy. The agreement provides for an exclusivity period of two years from the date of certification of the virtual platform by the Italian regulator (ADM), which will only allow Lottomatica and the Company to make use of the platform. Virtual Generation will generate commission revenue based on a percentage of Net Gaming Revenues. In a separate Assignment Agreement entered into between the Company’s subsidiary, Multigioco, Lottomatica assigned ownership of approximately 100 Sports Rights to Multigioco, which will allow Multigioco to expand its land-based distribution network to approximately 110 point-of-sale locations. Multigioco expects to open the additional 100 outlets over the remainder of the calendar year. These rights are only valid until the ADM puts new location rights up for tender, which could take place at any time, and therefore were assigned a minimal value. The entities included in these unaudited condensed consolidated financial statements are as follows: Name Acquisition or Formation Date Domicile Functional Currency Elys Game Technology, Corp. (“Elys”) Parent Company USA U.S. 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 U.S. Dollar Bookmakers Company US LLC July 15, 2021 USA U.S. Dollar The Company operates in two lines of business: (i) the operating of web based betting as well as land based leisure betting establishments situated throughout Italy and; (ii) provider of certified betting Platform software services to global leisure betting establishments and operators. The Company’s operations are carried out through the following four geographically organized groups: a) an operational group based in Europe that maintains administrative offices headquartered in Rome, Italy with satellite offices for operations administration in Naples and Teramo, Italy and San Gwann, Malta; b) an operational group based in the U.S. with offices in Las Vegas, Nevada; c) a technology group which is based in Innsbruck, Austria and manages software development, training, and administration; and d) a corporate group which is based in North America and maintains an executive suite in Las Vegas, Nevada and a Canadian office in Toronto, through which the Company carries-out corporate activities, handles day-to-day reporting and U.S. development planning, and through which various employees, independent contractors and vendors are engaged.	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”), the Company provides Gaming services in the US market via our recently acquired subsidiary Bookmakers Company US, LLC (“USB”) in certain licensed states where we offer bookmaking and platform services to the Company’s customers. The Company’s intention is to focus its attention on expanding the US market. The Company recently began operation in Washington DC through a Class B Managed Service Provider and Class B Operator license to operate a sportsbook within the Grand Central Bar and Grill located in the Adams Morgan area of Washington, D.C., and in October 2021 we entered into an agreement with Ocean Resort Casino in Atlantic City, New Jersey, to provide platform and bookmaking services, Ocean Resort Casino began using the Company’s platform and bookmaking services in March 2022. The Company also provides gaming services in Italy through its subsidiary, Multigioco, which operations are carried out via both land-based or online retail gaming licenses regulated by the ADM that permits the Company to distribute leisure betting products such as sports betting, and virtual sports betting products through both physical, land-based retail locations as well as online through our licensed website www.newgioco.it or commercial webskins linked to the Company’s licensed website and through mobile devices. Management decided to focus its attention on developing the US market for future growth and allowed the Austrian Bookmakers license, that is regulated by the Austrian Federal Finance Ministry (“BMF”), to be revoked by not renewing required monetary deposits. Additionally, the Company is a global gaming technology company which owns and operates a betting software designed with a unique “distributed model” architecture colloquially named Elys Game Board (the “Platform”) through its Odissea subsidiary. 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, built-in sports book and a virtual sports platform through its Virtual Generation subsidiary. The Platform also provides seamless application programming interface integration of third-party supplied products such as online casino, poker, lottery and horse racing and has the capability to incorporate e-sports and daily fantasy sports providers. Our corporate group is based in North America, which includes an executive suite situated in Las Vegas, Nevada and a Canadian office in Toronto, Ontario 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. 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 (“Virtual Generation”) 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 Bookmakers Company US, LLC (“USB”) July 15, 2021 USA US Dollar On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304. The number of shares issued was calculated using an agreed upon value of $6,000,000 divided by $4.74 per share, based on the volume weighted average closing price of the stock for the 90 trading days preceding the closing date. The Sellers will have an opportunity to receive up to an additional $38 million plus a potential premium of 10% (or $3.8 million) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. Refer to footnote 3 and 14 below. 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 Las Vegas, Nevada 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.

2. Accounting Policies and Esti

2. Accounting Policies and Estimates	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
2. Accounting Policies and Estimates	2. Accounting Policies and Estimates Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The balance sheet at December 31, 2021 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2022. All amounts referred to in the Notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. The Company previously had a secondary listing on the NEO exchange in Canada, which was terminated on December 31, 2021. For the purposes of its previous 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 The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into U.S. Dollars at the exchange rate in effect at quarter end and the results of operations and cash flows at the average rate throughout the quarter. 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, Colombian Peso and US Dollars during the periods presented. Gains and losses from foreign currency transactions are recognized in current operations. 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 The preparation of unaudited condensed 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 and liabilities assumed, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, contingent purchase consideration, 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 record adjustments when necessary. Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, gaming license, 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 unaudited condensed 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 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 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 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. 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 June 30, 2022 and December 31, 2021, respectively. The Company primarily places cash balances in the USA 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 $ 250,000 100,000 €100,000 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 no bad debt expense for the three and six months ended June 30, 2022. 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 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 and Equipment Property 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 property 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: Plant and Equipment Useful lives 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 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 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 units exceed their fair values 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 units exceeds their fair value. If the carrying amount of the reporting units exceeds their fair value, an asset impairment charge will be recognized in an amount equal to that excess. Goodwill was recently assessed on December 31, 2021 and as of June 30, 2022 there were no qualitative indications that impairment of intangible assets or goodwill may be appropriate. 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 operating 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 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 2015 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 2015 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. Contingent Purchase Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of the purchase price consideration for acquisitions. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). An increase in the earn-out expected to be paid will result in a charge to operations in the year that the anticipated fair value of contingent consideration increases, while a decrease in the earn-out expected to be paid will result in a credit to operations in the year that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. Additional information regarding contingent consideration is provided in Note 3. 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. · Training fees and installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services. 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) 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 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 reflect the potential dilution of securities that could share in the earnings of an entity and include options and warrants granted and convertible debt, adding back any expenditure directly associated with the convertible instruments, if any. When the Company incurs a net loss, the effect of the Company’s outstanding stock options and warrants and convertible debt are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. 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 The FASB issued several 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 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 recently added land-based operations in the U.S. and (ii) provider of certified betting Platform software services to global leisure betting establishments in Italy and 8 other countries.	2. Accounting Policies and Estimates Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The company previously had a secondary listing on the NEO exchange in Canada, which was terminated with effect from December 31, 2021. For the purposes of its previous 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 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. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. 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). Revenues were generated in US Dollars, Euros and Colombian Pesos during the years presented. Gains and losses from foreign currency transactions are recognized in current operations. 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 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, contingent purchase consideration, 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 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 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. F-13 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. Cash and Cash Equivalents 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 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 release from the bad debt provision of $98,167 and an increase in bad debt provision of $13,051 for the years ended December 31, 2021 and 2020, respectively. 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 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 and Equipment Property 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 property 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: Plant and Equipment Useful lives 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 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 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. The company impaired the remaining balance of $4,827,914 of the Ulisse Bookmakers license during the current year. 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 performed a qualitative assessment and based on the outcome of the quantitative analysis, performed a quantitative assessment on its goodwill as of December 31, 2021 and determined that an impairment of $12,522,714 was considered necessary. 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 property 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 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 2017 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination. 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. · Training fees, installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services. 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) 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 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. 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 In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. 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 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.

3. Acquisition of subsidiaries

3. Acquisition of subsidiaries	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
3. Acquisition of subsidiaries	3. Acquisition of Subsidiaries On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304 on the date of acquisition. The Sellers will have an opportunity to receive up to an additional $38,000,000 (undiscounted) plus a potential undiscounted premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The fair value of the contingent purchase consideration of $24,716,957 was estimated by applying the income approach, which uses significant assumptions (Level 3 assumptions) which are not readily available in the market. The goodwill of $27,024,383 arising at the time of acquisition consists largely of the reputation and knowledge of USB in the sports betting market in the US markets which should facilitate the Company’s penetration into the U.S. market. All of the goodwill was assigned to the Betting platform software and services segment. None of the goodwill is expected to be deducted for income tax purposes. 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 Consideration Cash $ 6,000,000 1,265,823 shares of common stock at fair market value 4,544,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 26,161 Other current assets 151,284 Property and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 $ 10,972,233 Less: liabilities assumed Current liabilities assumed $ (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) $ (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 $ 35,261,261 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2022 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2021. Revenue Earnings Actual for the six months ended June 30, 2022 $ 555,581 $ (735,291 ) 2021 Supplemental pro forma from January 1, 2021 to June 30, 2021 $ 26,092,054 $ (4,380,937 )	3. Acquisition of subsidiaries On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304 on the date of acquisition. The Sellers will have an opportunity to receive up to an additional $38,000,000 (undiscounted) plus a potential undiscounted premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The fair value of the contingent purchase consideration of $24,716,957 was estimated by applying the income approach, which uses significant assumptions (Level 3 assumptions) which are not readily available in the market. The goodwill of $27,024,383 arising on consolidation consists largely of the reputation and knowledge of USB in the sports betting market in the US markets which should facilitate the Company’s penetration into the U.S. market. None of the goodwill is expected to be deducted for income tax purposes. 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 Consideration Cash $ 6,000,000 1,265,823 shares of common stock at fair market value 4,554,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 26,161 Other Current assets $ 151,284 Property and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 $ 10,972,233 Less: liabilities assumed Current liabilities assumed $ (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) $ (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 Total purchase consideration $ 35,261,261 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2021 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2020. Revenue Earnings Actual from July 15, 2021 to December 31, 2021 $ 363,030 $ (398,279 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 45,957,894 $ (15,887,232 ) 2020 Supplemental pro forma from January 1, 2020 to December 31, 2020 $ 37,607,873 $ (11,491,873 ) The 2021 Supplemental pro forma information was adjusted to exclude $125,479 of non-recurring acquisition costs, in addition, the 2021 and 2020 supplemental pro forma information was adjusted to account for amortization of intangibles on acquisition of $579,519 and $1,070,067, respectively.
3. Acquisition of Subsidiaries	3. Acquisition of Subsidiaries On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304 on the date of acquisition. The Sellers will have an opportunity to receive up to an additional $38,000,000 (undiscounted) plus a potential undiscounted premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The fair value of the contingent purchase consideration of $24,716,957 was estimated by applying the income approach, which uses significant assumptions (Level 3 assumptions) which are not readily available in the market. The goodwill of $27,024,383 arising at the time of acquisition consists largely of the reputation and knowledge of USB in the sports betting market in the US markets which should facilitate the Company’s penetration into the U.S. market. All of the goodwill was assigned to the Betting platform software and services segment. None of the goodwill is expected to be deducted for income tax purposes. 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 Consideration Cash $ 6,000,000 1,265,823 shares of common stock at fair market value 4,544,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 26,161 Other current assets 151,284 Property and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 $ 10,972,233 Less: liabilities assumed Current liabilities assumed $ (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) $ (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 $ 35,261,261 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2022 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2021. Revenue Earnings Actual for the six months ended June 30, 2022 $ 555,581 $ (735,291 ) 2021 Supplemental pro forma from January 1, 2021 to June 30, 2021 $ 26,092,054 $ (4,380,937 )	3. Acquisition of subsidiaries On July 5, 2021, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Bookmakers Company US LLC, a Nevada limited liability company doing business as U.S. Bookmaking (“USB”), from its members (the “Sellers”). On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”) and USB became a wholly owned subsidiary of the Company. USB is a provider of sports wagering services such as design and consulting, turn-key sports wagering solutions, and risk management. Pursuant to the terms of the Purchase Agreement, the consideration paid for all of the equity of USB was $6 million in cash plus the issuance of 1,265,823 shares of the Company’s common stock with a market value of $4,544,304 on the date of acquisition. The Sellers will have an opportunity to receive up to an additional $38,000,000 (undiscounted) plus a potential undiscounted premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The fair value of the contingent purchase consideration of $24,716,957 was estimated by applying the income approach, which uses significant assumptions (Level 3 assumptions) which are not readily available in the market. The goodwill of $27,024,383 arising on consolidation consists largely of the reputation and knowledge of USB in the sports betting market in the US markets which should facilitate the Company’s penetration into the U.S. market. None of the goodwill is expected to be deducted for income tax purposes. 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 Consideration Cash $ 6,000,000 1,265,823 shares of common stock at fair market value 4,554,304 Contingent purchase consideration 24,716,957 Total purchase consideration $ 35,261,261 Recognized amounts of identifiable assets acquired and liabilities assumed Cash 26,161 Other Current assets $ 151,284 Property and equipment 788 Other non-current assets 4,000 Tradenames/Trademarks 1,419,000 Customer relationships 7,275,000 Non-compete agreements 2,096,000 $ 10,972,233 Less: liabilities assumed Current liabilities assumed $ (264,135 ) Non-current liabilities assumed (205,320 ) Imputed Deferred taxation on identifiable intangible acquired (2,265,900 ) $ (2,735,355 ) Net identifiable assets acquired and liabilities assumed 8,236,878 Goodwill 27,024,383 Total purchase consideration $ 35,261,261 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2021 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2020. Revenue Earnings Actual from July 15, 2021 to December 31, 2021 $ 363,030 $ (398,279 ) 2021 Supplemental pro forma from January 1, 2021 to December 31, 2021 $ 45,957,894 $ (15,887,232 ) 2020 Supplemental pro forma from January 1, 2020 to December 31, 2020 $ 37,607,873 $ (11,491,873 ) The 2021 Supplemental pro forma information was adjusted to exclude $125,479 of non-recurring acquisition costs, in addition, the 2021 and 2020 supplemental pro forma information was adjusted to account for amortization of intangibles on acquisition of $579,519 and $1,070,067, respectively.

4. Restricted Cash

4. Restricted Cash	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
4. Restricted Cash	4. Restricted Cash Restricted cash consists of	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. In the prior year we held funds at Wirecard Bank as a security deposit for Ulisse betting operations, this deposit was returned during the current year. · In the prior year, the Company maintained a $500,000 security deposit at Metropolitan Commercial Bank as security against a $500,000 line of credit, refer note 10 below.

5. Property and equipment

5. Property and equipment	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
5. Property and equipment	5. Property and Equipment Property and equipment consists of the following: June 30, December 31, 2021 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 57,347 $ (36,094 ) $ 21,253 $ 27,260 Computer and office equipment 1,028,017 (768,735 ) 259,282 223,214 Fixtures and fittings 424,291 (256,764 ) 167,527 135,433 Vehicles 91,770 (60,061 ) 31,709 44,837 Computer software 221,098 (133,734 ) 87,364 59,335 $ 1,822,523 $ (1,255,388 ) $ 567,135 $ 490,079 The aggregate depreciation charge to operations was $111,156 and $108,470 for the six months ended June 30, 2022 and 2021, respectively. The depreciation policies followed by the Company are described in Note 2.	5. Property and equipment December 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 62,338 $ (35,078 ) $ 27,260 $ 39,707 Computer and office equipment 1,000,849 (777,635 ) 223,214 247,572 Fixtures and fittings 385,871 (250,438 ) 135,433 54,465 Vehicles 99,467 (54,630 ) 44,837 63,382 Computer software 224,854 (165,519 ) 59,335 84,465 $ 1,773,379 $ (1,283,300 ) $ 490,079 $ 489,591 The aggregate depreciation charge to operations was $230,033 and $354,552 for the years ended December 31, 2021 and 2020, respectively. The depreciation policies followed by the Company are described in Note 2.
5. Property and Equipment	5. Property and Equipment Property and equipment consists of the following: June 30, December 31, 2021 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 57,347 $ (36,094 ) $ 21,253 $ 27,260 Computer and office equipment 1,028,017 (768,735 ) 259,282 223,214 Fixtures and fittings 424,291 (256,764 ) 167,527 135,433 Vehicles 91,770 (60,061 ) 31,709 44,837 Computer software 221,098 (133,734 ) 87,364 59,335 $ 1,822,523 $ (1,255,388 ) $ 567,135 $ 490,079 The aggregate depreciation charge to operations was $111,156 and $108,470 for the six months ended June 30, 2022 and 2021, respectively. The depreciation policies followed by the Company are described in Note 2.	5. Property and equipment December 31, 2021 December 31, 2020 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 62,338 $ (35,078 ) $ 27,260 $ 39,707 Computer and office equipment 1,000,849 (777,635 ) 223,214 247,572 Fixtures and fittings 385,871 (250,438 ) 135,433 54,465 Vehicles 99,467 (54,630 ) 44,837 63,382 Computer software 224,854 (165,519 ) 59,335 84,465 $ 1,773,379 $ (1,283,300 ) $ 490,079 $ 489,591 The aggregate depreciation charge to operations was $230,033 and $354,552 for the years ended December 31, 2021 and 2020, respectively. The depreciation policies followed by the Company are described in Note 2.

6. Leases

6. Leases	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
6. Leases	6. Leases Right of use assets included in the consolidated balance sheet are as follows: June 30, 2022 December 31, 2021 Non-current assets Right of use assets - operating leases, net of amortization $ 1,117,563 $ 598,288 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 10,527 $ 15,520 Lease costs consists of the following: Six Months Ended June 30, 2022 2021 Finance lease cost: Amortization of financial lease assets $ 3,920 $ 5,970 Interest expense on lease liabilities 257 454 Operating lease cost 170,964 128,468 Total lease cost $ 175,141 $ 134,892 Other lease information: Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (257 ) $ (454 ) Operating cash flows from operating leases (170,964 ) (128,468 ) Financing cash flows from finance leases $ (4,038 ) $ (5,994 ) Weighted average remaining lease term – finance leases 1.47 years 2.62 years Weighted average remaining lease term – operating leases 4.30 years 2.60 years Weighted average discount rate – finance leases 3.73 % 3.70 % Weighted average discount rate – operating leases 2.72 % 3.58 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases are as follows: Amount Remainder of 2022 $ 3,989 2023 6,488 2024 753 Total undiscounted minimum future lease payments 11,230 Imputed interest (316 ) Total finance lease liability $ 10,914 Disclosed as: Current portion $ 7,584 Non-Current portion 3,330 $ 10,914 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Amount Remainder of 2022 $ 165,030 2023 288,991 2024 218,147 2025 196,715 2026 and thereafter 321,741 Total undiscounted minimum future lease payments 1,190,624 Imputed interest (64,236 ) Total operating lease liability $ 1,126,388 Disclosed as: Current portion $ 293,343 Non-Current portion 833,045 $ 1,126,388	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 and one lease agreement in the US, 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 properties 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 included in the consolidated balance sheet are as follows: December 31, 2021 December 31, 2020 Non-current assets Right of use assets - operating leases, net of amortization $ 589,288 $ 687,568 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 15,520 $ 27,119 Lease costs consists of the following: Year ended December 31, 2021 2020 Finance lease cost: $ 10,906 $ 14,040 Amortization of right-of-use assets 10,102 12,870 Interest expense on lease liabilities 804 1,170 Operating lease cost 244,639 265,081 Total lease cost $ 255,545 $ 279,121 Other lease information: Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (804 ) $ (1,170 ) Operating cash flows from operating leases (244,639 ) (265,081 ) Financing cash flows from finance leases (10,172 ) (12,666 ) Right-of-use assets obtained in exchange for new finance leases - 470 Right-of-use assets disposed of under operating leases prior to lease maturity (224,793 ) (21,588 ) Right-of -use assets obtained in exchange for new operating leases $ 406,276 $ 84,918 Weighted average remaining lease term – finance leases 1.93 years 2.74 years Weighted average remaining lease term – operating leases 2.60 years 2.83 years Weighted average discount rate – finance leases 3.73 % 3.65 % Weighted average discount rate – operating leases 2.73 % 3.59 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases as of December 31, 2021 is as follows: Amount 2022 $ 8,802 2023 7,053 2024 818 Total undiscounted minimum future lease payments 16,673 Imputed interest (611 ) Total finance lease liability $ 16,063 Disclosed as: Current portion $ 8,347 Non-Current portion 7,716 $ 16,063 Operating lease liability The amount of future minimum lease payments under operating leases as of December 31, 2021 is as follows: Amount 2022 $ 257,455 2023 190,132 2024 80,541 2025 46,416 2026 31,741 Total undiscounted minimum future lease payments 606,285 Imputed interest (21,654 ) Total operating lease liability $ 584,631 Disclosed as: Current portion $ 244,467 Non-Current portion 340,164 $ 584,631

7. Intangible Assets

7. Intangible Assets	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
7. Intangible Assets	7. Intangible Assets Intangible assets consist of the following: June 30, 2022 December 31, 2021 Cost Accumulated amortization Net book value Net book value Betting platform software $ 6,149,537 $ (1,608,626 ) $ 4,540,911 $ 4,745,895 Licenses 957,420 (955,065 ) 2,355 3,413 Location contracts 1,000,000 (1,000,000 ) — — Customer relationships 8,145,927 (839,708 ) 7,306,219 7,538,533 Trademarks 1,537,111 (198,938 ) 1,338,173 1,413,887 Non-compete agreements 2,096,000 (502,167 ) 1,593,833 1,855,833 Websites 40,000 (40,000 ) — — $ 19,925,995 $ (5,144,504 ) $ 14,781,491 $ 15,557,561 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. The Company recorded $775,208 and $351,850 in amortization expense for finite-lived assets for the six months ended June 30, 2022 and 2021, respectively. 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, which has subsequently being impaired to $0. The estimated amortization expense for all intangibles over the next five year period is as follows: Amount Remainder of 2022 $ 776,030 2023 1,549,490 2024 1,548,777 2025 1,308,610 2026 1,024,778 Total estimated amortization expense $ 6,207,685	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, 2021 December 31, 2020 Cost Impairment charge Accumulated amortization Net book Net book Betting platform software $ 6,149,537 $ — $ (1,403,642 ) $ 4,745,895 $ 4,673,314 Licenses 5,794,966 (4,827,914 ) (963,639 ) 3,413 4,917,733 Location contracts 1,000,000 — (1,000,000 ) — 88,455 Customer relationships 8,145,927 — (607,394 ) 7,538,533 509,237 Trademarks 1,537,817 — (123,930 ) 1,413,887 68,843 Non-compete agreement 2,096,000 — (240,167 ) 1,855,833 — Websites 40,000 — (40,000 ) — — $ 24,764,247 $ (4,827,914 ) $ (4,378,772 ) $ 15,557,561 $ 10,257,582 The Company recorded $1,120,757 and $703,191 in amortization expense for finite-lived assets for the year ended December 31, 2021 and 2020, respectively, and an impairment provision of $4,827,914 and $4,900,000 against indefinite lived licenses. The estimated amortization expense over the next five-year period is as follows: Amount 2021 $ 1,552,219 2022 1,548,806 2023 1,548,806 2024 1,308,640 2025 1,024,805 Total estimated amortization expense $ 6,983,276 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 management’s December 2022 annual operational budget cash flows for the 2022 year together with forecasted cash flows for the next four-year period ending in 2026; · 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; · property 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 14.75%. 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 evolved and the markets in which the Company operated continued to experience resurgences of the virus, we remain 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 during the fourth quarter of 2021, management decided to apply its limited resources and concentrate all of its efforts on developing the US and North American markets, thereby deciding to allow the Austrian bookmaking license to lapse by not renewing the cash deposits required to retain the license. The license under which Ulisse operated in Italy, was not transferable to Multigioco and accordingly, based on a quantitative impairment analysis, an impairment charge of the remaining carrying value of the license of $4,827,914 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.

8. Goodwill

8. Goodwill	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
8. Goodwill	8. Goodwill June 30, 2022 December 31, 2021 Opening balance $ 28,687,501 $ 1,663,120 Acquisition of Bookmakers company US LLC — 27,024,383 Foreign exchange movements (679 ) (452 ) 28,686,822 28,687,051 Accumulated Impairment charge Opening Balance January 1 (12,522,714 ) — Impairment charge — (12,522,714 ) Closing Balance (12,522,714 ) (12,522,714 ) Goodwill net of impairment charge $ 16,164,108 $ 16,164,337 Goodwill represents the excess purchase price paid over the fair value of assets acquired, including any other identifiable intangible assets. 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 asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value.	8. Goodwill December 31, 2021 December 31, 2020 Cost Opening balance as of January 1, $ 1,663,120 $ 1,663,385 Acquisition of USB 27,024,383 — Foreign exchange movements (452 ) (265 ) Closing balance as of December 31. 28,687,051 1,663,120 Accumulated Impairment charge Opening balance as of January 1, — — Impairment charge (12,522,714 ) — Closing balance as of December 31, (12,522,714 ) — Goodwill, net of impairment charges $ 16,164,337 $ 1,663,120 Goodwill represents the excess purchase price paid over the fair value of assets acquired, including any other identifiable intangible assets. 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. As discussed under note 14 below - contingent purchase consideration

9. Marketable Securities

9. Marketable Securities	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Investments, All Other Investments [Abstract]
9. 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 into earnings. The shares of Zoompass were last quoted on the OTC market at $0.04 per share on June 30, 2022, resulting in an unrealized gain recorded to earnings related to these securities of $92,500 for the six months ended June 30, 2022.	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, 2021, the shares of Zoompass were last quoted at $0.003 per share on the OTC market, resulting in an unrealized loss recorded to earnings related to these securities of $460,000, The Company recorded an unrealized gain of $290,000 for the year ended December 31, 2020.

10. Line of Credit - Bank

10. Line of Credit - Bank	12 Months Ended
	Dec. 31, 2021
Line Of Credit - Bank
10. Line of Credit - Bank	10. Line of Credit - Bank The Company withdrew its security deposit of $500,000 during the current fiscal year thereby cancelling the $500,000 secured revolving line of credit from Metropolitan Commercial Bank in New York. In the prior year, $500,000 was drawn as of December 31, 2020, which bore interest at a fixed rate of 3% on the outstanding balance with an interest only monthly minimum payment, and no maturity date, provided the security deposit of $500,000 remained in place, see Note 4.

11. Convertible Debentures

11. Convertible Debentures	12 Months Ended
	Dec. 31, 2021
Convertible Debentures
11. 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, 2021 December 31, 2020 Principal Outstanding Opening balance $ 27,442 $ 3,464,737 Repaid (27,562 ) (2,778,349 ) Conversion to equity — (634,431 ) Foreign exchange movements 120 (24,515 ) — 27,442 Accrued Interest Opening balance 7,105 524,227 Interest expense 4,696 207,595 Repaid (11,833 ) (619,992 ) Conversion to equity — (103,958 ) Foreign exchange movements 32 (767 ) — 7,105 Debenture Discount Opening balance — (627,627 ) Amortization — 627,627 — — Convertible Debentures, net $ — $ 34,547

12. Deferred Purchase Considera

12. Deferred Purchase Consideration	12 Months Ended
	Dec. 31, 2021
Deferred Purchase Consideration
12. Deferred Purchase Consideration	12. Deferred Purchase Consideration In terms of the acquisition of Virtual Generation on January 31, 2019, 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 installments 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 installments 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 Virtual Generation, the Company agreed to pay the sellers of Virtual Generation 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 Virtual Generation 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 Virtual Generation 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 non-related party Virtual Generation 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 was being amortized over the repayment period of the promissory note using the effective interest rate method. During the year ended December 31, 2021, the Company paid the remaining balance of €20,800 (Approximately $25,262) to non-related parties in terms of the Virtual Generation promissory note. The movement on deferred purchase consideration consists of the following: Description December 31, 2021 December 31, 2020 Principal Outstanding Promissory note due to non-related parties $ 25,434 $ 1,802,384 Settled by the issuance of common shares — (724,467 ) Repayment in cash (25,262 ) (1,105,455 ) Foreign exchange movements (172 ) 52,972 — 25,434 Present value discount on future payments Present value discount (7,761 ) (120,104 ) Amortization 7,700 114,333 Foreign exchange movements 61 (1,990 ) — (7,761 ) Deferred purchase consideration, net $ — $ 17,673

13. Bank Loan Payable

13. Bank Loan Payable	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Federal Home Loan Banks [Abstract]
13. Bank Loan Payable	10. 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 had an underlying interest rate of 4.5% above the Euro Inter Bank Offered Rate, subject to quarterly review and was amortized over 57 months initially expected to end on 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-19 pandemic, Multigioco remained 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 remained the same at 4.5% above the Euro Inter Bank Offered Rate with monthly repayments revised to $9,971. The Company made payments of €29,913 (approximately $34,159) which included principal of €29,059 (approximately $33,184) and interest of €854 approximately $975) for the three months ended March 31, 2022, thereby extinguishing the loan. Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of USB with a principal outstanding of $150,000. The SBA Loan bears interest at 3.75% per annum and is repayable in monthly installments of $731 which began in June 2021, and matures in May 2050. The SBA Loan is collateralized by all of USB’s tangible and intangible assets. Since acquisition of USB, the Company has repaid principal of $1,389 and has total accrued and unpaid interest of $5,409 on this loan as of June 30, 2022. The maturity of bank loans payable as of June 30, 2022 is as follows: Amount Within 1 year $ 3,093 1 to 2 years 3,211 2 to 3 years 3,333 3 to 4 years 3,461 5 years and thereafter 139,754 Total $ 152,852 Disclosed as: Current portion $ 3,093 Non-Current portion 149,759 $ 152,852	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 €119,641 (approximately $141,578) which included principal of €113,029 (approximately $133,754) and interest of €6,612 approximately $7,824) for the year ended December 31, 2021. Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of USB with a principal outstanding of $150,000. The SBA Loan bears interest at 3.75% per annum and is repayable in monthly installments of $731 which began in June 2021, and matures in May 2050. The SBA Loan is collateralized by all of USB’s tangible and intangible assets. Since acquisition of USB, The Company has repaid capital of $1,168 and has total accrued and unpaid interest of $5,524 on this loan as of December 31, 2021. The maturity of bank loans payable as of December 31, 2021 is as follows: Amount 2022 $ 36,094 2023 3,151 2024 3,272 2025 3,396 2026 and thereafter 141,502 Total finance lease liability $ 187,415 Disclosed as: Current portion $ 36,094 Non-Current portion 151,321 $ 187,415
10. Bank Loan Payable	10. 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 had an underlying interest rate of 4.5% above the Euro Inter Bank Offered Rate, subject to quarterly review and was amortized over 57 months initially expected to end on 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-19 pandemic, Multigioco remained 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 remained the same at 4.5% above the Euro Inter Bank Offered Rate with monthly repayments revised to $9,971. The Company made payments of €29,913 (approximately $34,159) which included principal of €29,059 (approximately $33,184) and interest of €854 approximately $975) for the three months ended March 31, 2022, thereby extinguishing the loan. Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of USB with a principal outstanding of $150,000. The SBA Loan bears interest at 3.75% per annum and is repayable in monthly installments of $731 which began in June 2021, and matures in May 2050. The SBA Loan is collateralized by all of USB’s tangible and intangible assets. Since acquisition of USB, the Company has repaid principal of $1,389 and has total accrued and unpaid interest of $5,409 on this loan as of June 30, 2022. The maturity of bank loans payable as of June 30, 2022 is as follows: Amount Within 1 year $ 3,093 1 to 2 years 3,211 2 to 3 years 3,333 3 to 4 years 3,461 5 years and thereafter 139,754 Total $ 152,852 Disclosed as: Current portion $ 3,093 Non-Current portion 149,759 $ 152,852	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 €119,641 (approximately $141,578) which included principal of €113,029 (approximately $133,754) and interest of €6,612 approximately $7,824) for the year ended December 31, 2021. Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of USB with a principal outstanding of $150,000. The SBA Loan bears interest at 3.75% per annum and is repayable in monthly installments of $731 which began in June 2021, and matures in May 2050. The SBA Loan is collateralized by all of USB’s tangible and intangible assets. Since acquisition of USB, The Company has repaid capital of $1,168 and has total accrued and unpaid interest of $5,524 on this loan as of December 31, 2021. The maturity of bank loans payable as of December 31, 2021 is as follows: Amount 2022 $ 36,094 2023 3,151 2024 3,272 2025 3,396 2026 and thereafter 141,502 Total finance lease liability $ 187,415 Disclosed as: Current portion $ 36,094 Non-Current portion 151,321 $ 187,415

14. Contingent Purchase Conside

14. Contingent Purchase Consideration	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
14. Contingent Purchase Consideration	11. Contingent Purchase Consideration In terms of the acquisition of USB disclosed in Note 3 above, the Sellers will have an opportunity to receive up to an additional $38,000,000 plus a potential premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The Company had an independent third party valuation entity perform a Purchase Price Analysis which included the probability of the Sellers achieving the additional proceeds of $41,800,000. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Due to the uncertainty regarding the achievement of the stated unadjusted accumulated EBITDA milestones and the methodology in determining the number of shares to be issued during each earnout period and the potential restriction on the number of shares available for issue, the contingent purchase consideration is classified as a liability. June 30, 2022 December 31, 2021 Opening balance $ 12,859,399 $ — Contingent purchase consideration measured on the acquisition of USB — 24,716,957 Changes in fair value 915,774 (11,857,558 ) Closing balance $ 13,775,173 $ 12,859,399	14. Contingent Purchase Consideration In terms of the acquisition of USB disclosed in Note 3 above, the Sellers will have an opportunity to receive up to an additional $38,000,000 plus a potential premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The Company had an independent third party valuation entity perform a Purchase Price Analysis which included the probability of the Sellers achieving the additional proceeds of $41,800,000. Contingent purchase consideration is considered at each reporting period. Contingent purchase consideration is based on cumulative EBITDA for the period July 15, 2021 to December 31, 2025, with the first measurement period being December 31, 2022. The forecasts provided by the vendors at the time of performing the business valuation was based on achieving a certain number of new customers on an annual basis. The customer acquisition process has proven to take longer than expected with a resultant impact on forecasted revenue streams over the contingent earnout period. Management revised its estimated revenues as of December 31, 2021. These forecasts were reviewed and adjusted to ensure they appeared reasonable based on the Company’s current understanding of addressable market, the growth rates forecast by third party market analysts, our expected share of revenue and the expectation of how many new clients we would realistically be able to add in a fiscal period. The most significant impact on the contingent purchase consideration is expected to be in the 2022 fiscal year, where the Company currently forecast that no contingent purchase consideration will be payable. This has a knock-on effect on the future 2023 to 2024 fiscal periods as the calculation of contingent purchase consideration is based on cumulative EBITDA. Any change in the fair value of contingent purchase consideration is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Due to the uncertainty regarding the achievement of the stated unadjusted accumulated EBITDA milestones and the methodology in determining the number of shares to be issued during each earnout period and the potential restriction on the number of shares available for issue, the contingent purchase consideration is classified as a liability. December 31, 2021 Opening balance as of January 1, $ — Contingent purchase consideration measured on the acquisition of USB 24,716,957 Settled by the issuance of common shares — Repayment in cash — Changes in fair value (11,857,558 ) Closing balance as of December 31, $ 12,859,399
11. Contingent Purchase Consideration	11. Contingent Purchase Consideration In terms of the acquisition of USB disclosed in Note 3 above, the Sellers will have an opportunity to receive up to an additional $38,000,000 plus a potential premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The Company had an independent third party valuation entity perform a Purchase Price Analysis which included the probability of the Sellers achieving the additional proceeds of $41,800,000. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Due to the uncertainty regarding the achievement of the stated unadjusted accumulated EBITDA milestones and the methodology in determining the number of shares to be issued during each earnout period and the potential restriction on the number of shares available for issue, the contingent purchase consideration is classified as a liability. June 30, 2022 December 31, 2021 Opening balance $ 12,859,399 $ — Contingent purchase consideration measured on the acquisition of USB — 24,716,957 Changes in fair value 915,774 (11,857,558 ) Closing balance $ 13,775,173 $ 12,859,399	14. Contingent Purchase Consideration In terms of the acquisition of USB disclosed in Note 3 above, the Sellers will have an opportunity to receive up to an additional $38,000,000 plus a potential premium of 10% (or $3,800,000) based upon achievement of stated adjusted cumulative EBITDA milestones during the next four years, payable 50% in cash and 50% in the Company’s stock at a price equal to volume weighted average price of the company’s common stock for the 90 consecutive trading days preceding January 1 of each subsequent fiscal year for the duration of the earnout period ending December 31, 2025, subject to obtaining shareholder approval, if the aggregate number of shares to be issued pursuant to the Purchase Agreement exceeds 4,401,020 and with a cap of 5,065,000 on the aggregate number of shares to be issued. Any excess not approved by shareholders or exceeding the cap will be paid in cash. The Company had an independent third party valuation entity perform a Purchase Price Analysis which included the probability of the Sellers achieving the additional proceeds of $41,800,000. Contingent purchase consideration is considered at each reporting period. Contingent purchase consideration is based on cumulative EBITDA for the period July 15, 2021 to December 31, 2025, with the first measurement period being December 31, 2022. The forecasts provided by the vendors at the time of performing the business valuation was based on achieving a certain number of new customers on an annual basis. The customer acquisition process has proven to take longer than expected with a resultant impact on forecasted revenue streams over the contingent earnout period. Management revised its estimated revenues as of December 31, 2021. These forecasts were reviewed and adjusted to ensure they appeared reasonable based on the Company’s current understanding of addressable market, the growth rates forecast by third party market analysts, our expected share of revenue and the expectation of how many new clients we would realistically be able to add in a fiscal period. The most significant impact on the contingent purchase consideration is expected to be in the 2022 fiscal year, where the Company currently forecast that no contingent purchase consideration will be payable. This has a knock-on effect on the future 2023 to 2024 fiscal periods as the calculation of contingent purchase consideration is based on cumulative EBITDA. Any change in the fair value of contingent purchase consideration is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Due to the uncertainty regarding the achievement of the stated unadjusted accumulated EBITDA milestones and the methodology in determining the number of shares to be issued during each earnout period and the potential restriction on the number of shares available for issue, the contingent purchase consideration is classified as a liability. December 31, 2021 Opening balance as of January 1, $ — Contingent purchase consideration measured on the acquisition of USB 24,716,957 Settled by the issuance of common shares — Repayment in cash — Changes in fair value (11,857,558 ) Closing balance as of December 31, $ 12,859,399

15. Other Long-term Liabilities

15. Other Long-term Liabilities	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
15. Other Long-term Liabilities	12. Other Long-term Liabilities Other long-term liabilities represent the Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees on termination or retirement. Balances of other long-term liabilities were as follows: June 30, 2022 December 31, Severance liability $ 371,242 $ 359,567	15. 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; · In the prior year, shop deposits that were previously held by Ulisse. Balances of other long-term liabilities were as follows: December 31, 2021 December 31, 2020 Severance liability $ 359,567 $ 297,120 Customer deposit balance — 366,947 Total other long term liabilities $ 359,567 $ 664,067
12. Other Long-term Liabilities	12. Other Long-term Liabilities Other long-term liabilities represent the Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees on termination or retirement. Balances of other long-term liabilities were as follows: June 30, 2022 December 31, Severance liability $ 371,242 $ 359,567	15. 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; · In the prior year, shop deposits that were previously held by Ulisse. Balances of other long-term liabilities were as follows: December 31, 2021 December 31, 2020 Severance liability $ 359,567 $ 297,120 Customer deposit balance — 366,947 Total other long term liabilities $ 359,567 $ 664,067

16. Related Parties

16. Related Parties	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
16. Related Parties	13. Related Parties Related Party (Payables) Receivables The balances outstanding are as follows: June 30, December 31, Related Party payables Luca Pasquini $ (173 ) $ (502 ) Victor Salerno (321,144 ) (51,878 ) $ (321,317 ) $ (52,380 ) Related Party Receivables Luca Pasquini $ — $ 1,413 Luca Pasquini On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Pasquini, who at the time of acquisition was an executive officer and director of the Corporation, was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Pasquini the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217, in settlement of accrued compensation due to him. On July 11, 2021, the Company entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was €390,000 (approximately $459,572), in addition, on October 14, 2021, the Company entered into a further agreement with Engage, to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage. On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company and on October 4, 2021, Mr. Pasquini became the G lobal Head of Engineering of the Company’s subsidiary Odissea Betriebsinformatik Beratung GmbH and ceased to be Vice President of Technology and an executive officer of the Company Michele Ciavarella Mr. Ciavarella, the Company’s Executive Chairman of the Board, agreed to receive $140,000 of his 2021 fiscal year compensation as a restricted stock award, on January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common stock valued at $140,000 on the date of issue. On January 22, 2021, the Company issued Mr. Ciavarella 175,396 shares of common stock valued at $1,003,265, in settlement of accrued compensation due to him. On July 15, 2021, Mr. Ciavarella, Executive Chairman of the Company, was appointed as the interim Chief Executive Officer and President of the Company, effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive Chairman and interim Chief Executive Officer until the earlier of his resignation or removal from office. Mr. Ciavarella agreed to receive his 2021 bonus and a portion of his 2022 salary Carlo Reali On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer. On March 29, 2022, the Company issued Mr. Reali ten-year options exercisable for 100,000 shares of common stock, at an exercise price of $2.50 per share, vesting equally over a 4 year period commencing on January 1, 2023. The Company does not have a formal employment or other compensation related agreement with Mr. Reali; however, Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of €76,631 (approximately $83,847). Victor Salerno On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the $6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of common stock issued on closing. Together with the consummation of the acquisition of USB, the Company entered into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025 (the “Salerno Employment Agreement”), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of $0 and thereafter $150,000 per annum commencing on January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and benefits consistent with those of other senior employees. Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year’s salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. If Mr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result in Mr. Salerno being paid all unpaid salary and expenses and one times annual salary. Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. On September 13, 2021, the Board appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, USB, to serve as a member of the Board. Victor Salerno (continued) Prior to the acquisition of USB, Mr. Salerno had advanced USB $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and is repayable on December 31, 2023. Between February 23, 2022 and May 18, 2022, Mr. Salerno advanced USB a total of $260,000 in terms of purported promissory notes, bearing interest at 10% per annum and repayable on June 30, 2022. These purported promissory notes contain a default clause whereby any unpaid principal would attract an additional 25% penalty. These notes were advanced to USB without the consent of the Company, which is required as per the terms of the Members Interest Purchase Agreement entered into on July 15, 2021. Therefore the Company acknowledges the advance of funds to USB by Mr. Salerno, however the terms of the advance and the default penalty have not been accepted and are subject to negotiation or dispute. Paul Sallwasser On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021. Steven Shallcross On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 shares of common stock valued at $30,000, in settlement of directors’ fees due to him. On September 13, 2021, the Company granted Mr. Shallcross ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021. Andrea Mandel-Mantello On June 29, 2021, the board of directors of the Company appointed Mr. Mandel-Mantello to serve as a member of the Board. The appointment was effective immediately. Mr. Mandel-Mantello serves on the audit committee of the Board. On September 13, 2021, the Company granted Mr. Mandel-Mantello ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021.	16. 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, 2021 December 31, 2020 Principal Outstanding Opening balance $ — $ — Additions — 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) Settled by issuance of common shares — — — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) Conversion to equity — — — — Promissory Notes Payable – Related Party $ — $ — Convertible notes acquired, Related Party Forte Fixtures and Millworks, Inc. 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 and Millworks, Inc., 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. F-31 Deferred Purchase consideration, Related Party In terms of the acquisition of Virtual Generation on January 17, 2019, 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, an employee and previously a director of the Company and Gabriele Peroni, an employee and previously 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 Virtual Generation, the Company agreed to pay the Virtual Generation 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 Virtual Generation 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 Virtual Generation 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 Virtual Generation 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, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,430 Settled by the issuance of common shares — (482,978 ) Repayment in cash (385,121 ) (471,554 ) Foreign exchange movements 2,993 57,230 — 382,128 Present value discount on future payments Present value discount (5,174 ) (80,069 ) Amortization 5,133 76,222 Foreign exchange movements 41 (1,327 ) — (5,174 ) Deferred purchase consideration, net $ — $ 376,954 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, 2021 December 31, 2020 Related Party payables Luca Pasquini $ (502 ) $ (565 ) Victor Salerno (51,878 ) — (52,380 ) $ (565 ) Related Party Receivables Luca Pasquini $ 1,413 $ 1,519 Gold Street Capital Gold Street Capital is wholly owned by Gilda Ciavarella, the spouse of Mr. Ciavarella. 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 during the current year. 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. Luca Pasquini On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Pasquini was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Pasquini the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217, in settlement of accrued compensation due to him. On July 11, 2021, the Company entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was €390,000 (approximately $459,572). Mr. Pasquini owns 34% of Engage. On October 14, 2021, the Company entered into a further agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage. On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company. Michele Ciavarella 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. Mr. Ciavarella agreed to receive $140,000 of his 2021 fiscal year compensation as a restricted stock award, on January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common stock valued at $140,000 on the date of issue. On January 22, 2021, the Company issued Mr. Ciavarella 175,396 shares of common stock valued at $1,003,265, in settlement of accrued compensation due to him. On July 15, 2021, Michele Ciavarella, Executive Chairman of the Company, was appointed as the interim Chief Executive Officer and President of the Company, effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive Chairman and interim Chief Executive Officer until the earlier of his resignation or removal from office. Victor Salerno On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the $6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of common stock issued on closing. Together with the consummation of the acquisition of USB, the Company entered into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025 (the “Salerno Employment Agreement”), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of $0 and thereafter $150,000 per annum commencing on January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and benefits consistent with those of other senior employees. Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year’s salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. If Mr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result in Mr. Salerno being paid all unpaid salary and expenses and one times annual salary. Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. In September 13, 2021, the Board appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, US Bookmaking, to serve as a member of the Board. Prior to the acquisition of USB, Mr. Salerno had advanced USB $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and repayable on December 31, 2023. Matteo Monteverdi Effective September 21, 2020, 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. On July 15, 2021, Mr. Monteverdi resigned as the Company’s Chief Executive Officer and President to become the Company’s Head of Special Projects, all other terms of the employment contract remain the same. Gabriele Peroni On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Peroni was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Peroni the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). 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. On January 22, 2021, the Company issued Mr. Peroni 74,294 shares of common stock valued at $424,962, in settlement of accrued compensation due to him. Alessandro Marcelli 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. On January 22, 2021, the Company issued Mr. Marcelli 34,002 shares of common stock valued at $194,491, in settlement of accrued compensation due to him. Franco Salvagni 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. On January 22, 2021, the Company issued Mr. Salvagni 70,807 shares of common stock valued at $405,016, in settlement of accrued compensation due to him. Beniamino Gianfelici 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. On January 22, 2021, the Company issued Mr. Gianfelici 63,278 shares of common stock valued at $361,950, in settlement of accrued compensation due to him. Paul Sallwasser 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, in lieu of directors fees. On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of directors fees. Steven Shallcross 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, in lieu of a portion of his directors fees. On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 shares of common stock valued at $30,000, in settlement of directors’ fees due to him. On September 13, 2021, the Company granted Mr. Shallcross ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of a portion of his directors fees. Mr. Shallcross earned cash directors fees of $40,000 and $35,000 for the years ended December 31, 2021 and 2020 respectively. Mark Korb 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. On July 5, 2021, the Company entered into an employment agreement dated July 1, 2021 with Mark Korb, the Company’s Chief Financial Officer, (the “Korb Employment Agreement”), to employ Mr. Korb, on a full-time basis commencing September 1, 2021, as Chief Financial Officer for a term of four (4) years, at an annual base salary of $360,000 and such additional performance bonus payments as may be determined by the Company’s board of directors with a target bonus of 40% of his base salary. Mr. Korb will also be entitled to pension, medical, retirement and other benefits available to other Company senior officers and directors and he will receive an allowance of up to $2,000 per month towards medical and welfare benefits. In connection with the Korb Employment Agreement, on July 1, 2021, the Compensation Committee of the Board granted Mr. Korb, an option to purchase 400,000 shares of the Company’s common stock. The shares of common stock underlying the option award vest pro rata on a monthly basis over a forty-eight month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $4.03 per share. In addition, the Korb Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If his employment is terminated by the Company other than for “Cause,” death or Disability or by Mr. Korb for “Good Reason” (each as defined in the Korb Employment Agreement), he will be entitled to receive from the Company in equal installments over a six month period (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 (as defined in the Korb Employment Agreement”) 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 Mr. Korb’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. Korb 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. Korb 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. Korb and his dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Korb becomes eligible to receive such coverage under a subsequent employer’s insurance plan. Mr. Korb’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. If the Korb Employment Agreement is terminated by the Company for cause or by Mr. Korb for Good Reason, then Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the termination date and all expenses incurred by him prior to the termination date. The Korb Employment Agreement also provides that upon the Disability ( as defined in the Korb Employment Agreement) of Mr. Korb or his death, Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the date of his declared Disability or death and all expenses incurred by him prior to such date and one times his base salary. Pursuant to the Korb Employment Agreement, Mr. Korb has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Korb has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. On January 5, 2022, Mark Korb resigned as Chief Financial Officer of the Company. In connection with his resignation, the Company entered into an amendment to Mr. Korb’s employment agreement with the Company to provide that he will be employed by the Company as a non-executive employee with the title “Head of Corporate Affairs”, reporting directly to the Executive Chairman and that in such capacity he will be responsible for, among other things, various corporate initiatives and activities related to growth and capital strategies. All other terms of the employment agreement remain the same. Andrea Mandel-Mantello On June 29, 2021, the Board appointed Mr. Mandel-Mantello to serve as a member of the Board. The appointment was effective immediately and Mr. Mandel-Mantello will serve on the audit committee. On September 13, 2021, the Company granted Mr. Mandel-Montello ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of a portion of his directors fees. Mr. Mandel-Mantello earned cash directors fees of $20,000 for the six months ended December 31, 2021. 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, in lieu of directors fees. On July 1, 2021, Philippe Blanc resigned as a director of the Company, simultaneously with Mr. Blanc’s resignation as a director of the Company, the Company entered into a consulting agreement with Mr. Blanc to provide for his future services in a consulting capacity over two years. Mr. Blanc will receive €105,000 per annum as compensation. Carlo Reali On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer. We do not have a formal employment or other compensation related agreement with Mr. Reali; however, Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of $71,200 . Richard Cooper On October 1, 2020 Mr. Cooper resigned as a director of the Company. Mr. Cooper received cash director fees of $30,000 for the year ended December 31, 2020. Clive Kabatznik On May 15, 2020, Mr. Kabatznik resigned as a director of the Company. Mr. Kabatznik received cash director fees of $10,000 for the year ended December 31, 2020.
13. Related Parties	13. Related Parties Related Party (Payables) Receivables The balances outstanding are as follows: June 30, December 31, Related Party payables Luca Pasquini $ (173 ) $ (502 ) Victor Salerno (321,144 ) (51,878 ) $ (321,317 ) $ (52,380 ) Related Party Receivables Luca Pasquini $ — $ 1,413 Luca Pasquini On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Pasquini, who at the time of acquisition was an executive officer and director of the Corporation, was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Pasquini the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217, in settlement of accrued compensation due to him. On July 11, 2021, the Company entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was €390,000 (approximately $459,572), in addition, on October 14, 2021, the Company entered into a further agreement with Engage, to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage. On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company and on October 4, 2021, Mr. Pasquini became the G lobal Head of Engineering of the Company’s subsidiary Odissea Betriebsinformatik Beratung GmbH and ceased to be Vice President of Technology and an executive officer of the Company Michele Ciavarella Mr. Ciavarella, the Company’s Executive Chairman of the Board, agreed to receive $140,000 of his 2021 fiscal year compensation as a restricted stock award, on January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common stock valued at $140,000 on the date of issue. On January 22, 2021, the Company issued Mr. Ciavarella 175,396 shares of common stock valued at $1,003,265, in settlement of accrued compensation due to him. On July 15, 2021, Mr. Ciavarella, Executive Chairman of the Company, was appointed as the interim Chief Executive Officer and President of the Company, effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive Chairman and interim Chief Executive Officer until the earlier of his resignation or removal from office. Mr. Ciavarella agreed to receive his 2021 bonus and a portion of his 2022 salary Carlo Reali On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer. On March 29, 2022, the Company issued Mr. Reali ten-year options exercisable for 100,000 shares of common stock, at an exercise price of $2.50 per share, vesting equally over a 4 year period commencing on January 1, 2023. The Company does not have a formal employment or other compensation related agreement with Mr. Reali; however, Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of €76,631 (approximately $83,847). Victor Salerno On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the $6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of common stock issued on closing. Together with the consummation of the acquisition of USB, the Company entered into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025 (the “Salerno Employment Agreement”), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of $0 and thereafter $150,000 per annum commencing on January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and benefits consistent with those of other senior employees. Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year’s salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. If Mr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result in Mr. Salerno being paid all unpaid salary and expenses and one times annual salary. Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. On September 13, 2021, the Board appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, USB, to serve as a member of the Board. Victor Salerno (continued) Prior to the acquisition of USB, Mr. Salerno had advanced USB $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and is repayable on December 31, 2023. Between February 23, 2022 and May 18, 2022, Mr. Salerno advanced USB a total of $260,000 in terms of purported promissory notes, bearing interest at 10% per annum and repayable on June 30, 2022. These purported promissory notes contain a default clause whereby any unpaid principal would attract an additional 25% penalty. These notes were advanced to USB without the consent of the Company, which is required as per the terms of the Members Interest Purchase Agreement entered into on July 15, 2021. Therefore the Company acknowledges the advance of funds to USB by Mr. Salerno, however the terms of the advance and the default penalty have not been accepted and are subject to negotiation or dispute. Paul Sallwasser On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021. Steven Shallcross On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 shares of common stock valued at $30,000, in settlement of directors’ fees due to him. On September 13, 2021, the Company granted Mr. Shallcross ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021. Andrea Mandel-Mantello On June 29, 2021, the board of directors of the Company appointed Mr. Mandel-Mantello to serve as a member of the Board. The appointment was effective immediately. Mr. Mandel-Mantello serves on the audit committee of the Board. On September 13, 2021, the Company granted Mr. Mandel-Mantello ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021.	16. 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, 2021 December 31, 2020 Principal Outstanding Opening balance $ — $ — Additions — 300,000 Repayment — (200,000 ) Applied to warrant exercise — (100,000 ) Settled by issuance of common shares — — — — Accrued Interest Opening balance — — Interest expense — 22,521 Repayment — (14,465 ) Applied to warrant exercise — (8,056 ) Conversion to equity — — — — Promissory Notes Payable – Related Party $ — $ — Convertible notes acquired, Related Party Forte Fixtures and Millworks, Inc. 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 and Millworks, Inc., 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. F-31 Deferred Purchase consideration, Related Party In terms of the acquisition of Virtual Generation on January 17, 2019, 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, an employee and previously a director of the Company and Gabriele Peroni, an employee and previously 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 Virtual Generation, the Company agreed to pay the Virtual Generation 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 Virtual Generation 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 Virtual Generation 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 Virtual Generation 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, 2021 December 31, 2020 Principal Outstanding Promissory notes due to related parties $ 382,128 $ 1,279,430 Settled by the issuance of common shares — (482,978 ) Repayment in cash (385,121 ) (471,554 ) Foreign exchange movements 2,993 57,230 — 382,128 Present value discount on future payments Present value discount (5,174 ) (80,069 ) Amortization 5,133 76,222 Foreign exchange movements 41 (1,327 ) — (5,174 ) Deferred purchase consideration, net $ — $ 376,954 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, 2021 December 31, 2020 Related Party payables Luca Pasquini $ (502 ) $ (565 ) Victor Salerno (51,878 ) — (52,380 ) $ (565 ) Related Party Receivables Luca Pasquini $ 1,413 $ 1,519 Gold Street Capital Gold Street Capital is wholly owned by Gilda Ciavarella, the spouse of Mr. Ciavarella. 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 during the current year. 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. Luca Pasquini On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Pasquini was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Pasquini the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). On January 22, 2021, the Company issued Mr. Pasquini 44,968 shares of common stock valued at $257,217, in settlement of accrued compensation due to him. On July 11, 2021, the Company entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was €390,000 (approximately $459,572). Mr. Pasquini owns 34% of Engage. On October 14, 2021, the Company entered into a further agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage. On September 13, 2021, Mr. Pasquini, the Company’s Vice President of Technology, resigned as a director of the Company. Michele Ciavarella 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. Mr. Ciavarella agreed to receive $140,000 of his 2021 fiscal year compensation as a restricted stock award, on January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common stock valued at $140,000 on the date of issue. On January 22, 2021, the Company issued Mr. Ciavarella 175,396 shares of common stock valued at $1,003,265, in settlement of accrued compensation due to him. On July 15, 2021, Michele Ciavarella, Executive Chairman of the Company, was appointed as the interim Chief Executive Officer and President of the Company, effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive Chairman and interim Chief Executive Officer until the earlier of his resignation or removal from office. Victor Salerno On July 15, 2021 the Company consummated the acquisition of USB and in terms of the Purchase Agreement the Company acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the $6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of common stock issued on closing. Together with the consummation of the acquisition of USB, the Company entered into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025 (the “Salerno Employment Agreement”), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of $0 and thereafter $150,000 per annum commencing on January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and benefits consistent with those of other senior employees. Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year’s salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. If Mr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result in Mr. Salerno being paid all unpaid salary and expenses and one times annual salary. Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. In September 13, 2021, the Board appointed Mr. Salerno, the President and founder of the Company’s newly acquired subsidiary, US Bookmaking, to serve as a member of the Board. Prior to the acquisition of USB, Mr. Salerno had advanced USB $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and repayable on December 31, 2023. Matteo Monteverdi Effective September 21, 2020, 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. On July 15, 2021, Mr. Monteverdi resigned as the Company’s Chief Executive Officer and President to become the Company’s Head of Special Projects, all other terms of the employment contract remain the same. Gabriele Peroni On January 31, 2019, the Company acquired Virtual Generation for €4,000,000 (approximately $4,576,352), Mr. Peroni was a 20% owner of Virtual Generation 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 June 30, 2021, the Company has paid Mr. Peroni the full cash amount of €500,000 (approximately $604,380) and issued 112,521 shares valued at €300,000 (approximately $334,791). 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. On January 22, 2021, the Company issued Mr. Peroni 74,294 shares of common stock valued at $424,962, in settlement of accrued compensation due to him. Alessandro Marcelli 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. On January 22, 2021, the Company issued Mr. Marcelli 34,002 shares of common stock valued at $194,491, in settlement of accrued compensation due to him. Franco Salvagni 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. On January 22, 2021, the Company issued Mr. Salvagni 70,807 shares of common stock valued at $405,016, in settlement of accrued compensation due to him. Beniamino Gianfelici 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. On January 22, 2021, the Company issued Mr. Gianfelici 63,278 shares of common stock valued at $361,950, in settlement of accrued compensation due to him. Paul Sallwasser 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, in lieu of directors fees. On September 13, 2021, the Company granted Mr. Sallwasser ten year options exercisable for 21,300 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of directors fees. Steven Shallcross 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, in lieu of a portion of his directors fees. On January 22, 2021, the Company issued to Mr. Shallcross, a director of the Company, 5,245 shares of common stock valued at $30,000, in settlement of directors’ fees due to him. On September 13, 2021, the Company granted Mr. Shallcross ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of a portion of his directors fees. Mr. Shallcross earned cash directors fees of $40,000 and $35,000 for the years ended December 31, 2021 and 2020 respectively. Mark Korb 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. On July 5, 2021, the Company entered into an employment agreement dated July 1, 2021 with Mark Korb, the Company’s Chief Financial Officer, (the “Korb Employment Agreement”), to employ Mr. Korb, on a full-time basis commencing September 1, 2021, as Chief Financial Officer for a term of four (4) years, at an annual base salary of $360,000 and such additional performance bonus payments as may be determined by the Company’s board of directors with a target bonus of 40% of his base salary. Mr. Korb will also be entitled to pension, medical, retirement and other benefits available to other Company senior officers and directors and he will receive an allowance of up to $2,000 per month towards medical and welfare benefits. In connection with the Korb Employment Agreement, on July 1, 2021, the Compensation Committee of the Board granted Mr. Korb, an option to purchase 400,000 shares of the Company’s common stock. The shares of common stock underlying the option award vest pro rata on a monthly basis over a forty-eight month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $4.03 per share. In addition, the Korb Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If his employment is terminated by the Company other than for “Cause,” death or Disability or by Mr. Korb for “Good Reason” (each as defined in the Korb Employment Agreement), he will be entitled to receive from the Company in equal installments over a six month period (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 (as defined in the Korb Employment Agreement”) 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 Mr. Korb’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. Korb 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. Korb 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. Korb and his dependents, until the earlier of: (A) a period of twelve (12) months after the termination date, or (B) the date Mr. Korb becomes eligible to receive such coverage under a subsequent employer’s insurance plan. Mr. Korb’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. If the Korb Employment Agreement is terminated by the Company for cause or by Mr. Korb for Good Reason, then Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the termination date and all expenses incurred by him prior to the termination date. The Korb Employment Agreement also provides that upon the Disability ( as defined in the Korb Employment Agreement) of Mr. Korb or his death, Mr. Korb will be entitled to receive accrued and unpaid base salary, earned and unused vacation days through the date of his declared Disability or death and all expenses incurred by him prior to such date and one times his base salary. Pursuant to the Korb Employment Agreement, Mr. Korb has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment, Mr. Korb has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business. On January 5, 2022, Mark Korb resigned as Chief Financial Officer of the Company. In connection with his resignation, the Company entered into an amendment to Mr. Korb’s employment agreement with the Company to provide that he will be employed by the Company as a non-executive employee with the title “Head of Corporate Affairs”, reporting directly to the Executive Chairman and that in such capacity he will be responsible for, among other things, various corporate initiatives and activities related to growth and capital strategies. All other terms of the employment agreement remain the same. Andrea Mandel-Mantello On June 29, 2021, the Board appointed Mr. Mandel-Mantello to serve as a member of the Board. The appointment was effective immediately and Mr. Mandel-Mantello will serve on the audit committee. On September 13, 2021, the Company granted Mr. Mandel-Montello ten year options exercisable for 13,600 shares of common stock at an exercise price of $5.10, vesting equally over a twelve month period commencing on September 13, 2021, in lieu of a portion of his directors fees. Mr. Mandel-Mantello earned cash directors fees of $20,000 for the six months ended December 31, 2021. 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, in lieu of directors fees. On July 1, 2021, Philippe Blanc resigned as a director of the Company, simultaneously with Mr. Blanc’s resignation as a director of the Company, the Company entered into a consulting agreement with Mr. Blanc to provide for his future services in a consulting capacity over two years. Mr. Blanc will receive €105,000 per annum as compensation. Carlo Reali On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer. We do not have a formal employment or other compensation related agreement with Mr. Reali; however, Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of $71,200 . Richard Cooper On October 1, 2020 Mr. Cooper resigned as a director of the Company. Mr. Cooper received cash director fees of $30,000 for the year ended December 31, 2020. Clive Kabatznik On May 15, 2020, Mr. Kabatznik resigned as a director of the Company. Mr. Kabatznik received cash director fees of $10,000 for the year ended December 31, 2020.

17. Stockholders_ Equity

17. Stockholders’ Equity	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
17. Stockholders’ Equity	14. Stockholders’ Equity For the six months ended June 30, 2022, the Company issued a total of 162,835 shares of common stock, valued at $425,000 for the settlement of compensation and directors’ fees to the Company’s executive chairman, refer note 13 above. Between March 28, 2022 and April 13, 2022, the Company sold 168,016 shares of common stock for gross proceeds of $387,053, less brokerage fees of $11,612 pursuant to the Open Market Sales Agreement SM On June 10, 2022, the Company entered into an engagement letter (the “Engagement Letter”), with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with an offering of securities (the “Offering”). The Company agreed to pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds received in the Offering. The Company also agreed to pay the Placement Agent $50,000 for fees and expenses of legal counsel and up to $15,950 for clearing fees. On June 13, 2022, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) providing for the issuance of (i) 2,625,000 shares of the Company’s common stock, (ii) and (iii) warrants to purchase an aggregate of up to 3,166,227 shares of Common Stock, with an exercise price of $0.9475 per share, subject to customary adjustments thereunder. If after the six month anniversary of the issuance date there is no effective registration statement registering the shares underlying the Warrants for resale, then the Warrants are exercisable on a cashless basis. In July 12, 2022, the Investor exercised its pre-funded warrant for 541,227 shares at an exercise price of $0.0001 per share for gross proceeds of $54.12. The shares of Common Stock, the Pre-Funded Warrants, the Pre-Funded Warrant Shares and the Warrants are collectively referred to as the “Securities.” Pursuant to the Purchase Agreement, the Investor agreed to purchase the Securities for an aggregate purchase price of $3 million. Pursuant to the Purchase Agreement, on June 15, 2022, an aggregate of 2,625,000 Shares and Pre-Funded Warrants to purchase 541,227 shares of Common Stock were issued to an Investor in a registered direct offering (the “Registered Offering”) and registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-256815), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 4, 2021, and was declared effective on June 14, 2021. The Company filed the prospectus supplement for the Registered Offering on June 15, 2022. Pursuant to the Purchase Agreement, the Company issued a Warrant exercisable for 3,166,227 shares of common stock, exercisable at $0.9475 per share and expire on December 15, 2027, to the Investor in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company has agreed to file a registration statement (the “Registration Statement”) to register the resale of the Warrant Shares within 90 days of the date of the Purchase Agreement and to use its commercially reasonable efforts to obtain effectiveness of the Registration Statement within 180 days following the closing of the Offering.	17. Stockholders’ Equity For the year ended December 31, 2021, the Company issued a total of 533,790 shares of common stock, valued at $3,012,481 for the settlement of third party liabilities, compensation and directors’ fees to certain of the Company’s related parties, refer note 16 above. Between January 4, 2021, and September 21, 2021, investors exercised warrants for 1,506,809 shares of common stock for gross proceeds of $3,962,481 at an average exercise price of $2.63 per share. On January 22, 2021, the Company issued 24,476 restricted shares of common stock valued at $140,000 to Michele Ciavarella in terms of a compensation election he made for the 2021 fiscal year. On July 15, 2021, the Company issued 1,265,823 shares of common stock to the Sellers of USB, at $4.74 per share with a market value of $4,544,304 on the date of acquisition. 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. · 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. 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. 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 of $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.
14. Stockholders’ Equity	14. Stockholders’ Equity For the six months ended June 30, 2022, the Company issued a total of 162,835 shares of common stock, valued at $425,000 for the settlement of compensation and directors’ fees to the Company’s executive chairman, refer note 13 above. Between March 28, 2022 and April 13, 2022, the Company sold 168,016 shares of common stock for gross proceeds of $387,053, less brokerage fees of $11,612 pursuant to the Open Market Sales Agreement SM On June 10, 2022, the Company entered into an engagement letter (the “Engagement Letter”), with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with an offering of securities (the “Offering”). The Company agreed to pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds received in the Offering. The Company also agreed to pay the Placement Agent $50,000 for fees and expenses of legal counsel and up to $15,950 for clearing fees. On June 13, 2022, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) providing for the issuance of (i) 2,625,000 shares of the Company’s common stock, (ii) and (iii) warrants to purchase an aggregate of up to 3,166,227 shares of Common Stock, with an exercise price of $0.9475 per share, subject to customary adjustments thereunder. If after the six month anniversary of the issuance date there is no effective registration statement registering the shares underlying the Warrants for resale, then the Warrants are exercisable on a cashless basis. In July 12, 2022, the Investor exercised its pre-funded warrant for 541,227 shares at an exercise price of $0.0001 per share for gross proceeds of $54.12. The shares of Common Stock, the Pre-Funded Warrants, the Pre-Funded Warrant Shares and the Warrants are collectively referred to as the “Securities.” Pursuant to the Purchase Agreement, the Investor agreed to purchase the Securities for an aggregate purchase price of $3 million. Pursuant to the Purchase Agreement, on June 15, 2022, an aggregate of 2,625,000 Shares and Pre-Funded Warrants to purchase 541,227 shares of Common Stock were issued to an Investor in a registered direct offering (the “Registered Offering”) and registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-256815), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 4, 2021, and was declared effective on June 14, 2021. The Company filed the prospectus supplement for the Registered Offering on June 15, 2022. Pursuant to the Purchase Agreement, the Company issued a Warrant exercisable for 3,166,227 shares of common stock, exercisable at $0.9475 per share and expire on December 15, 2027, to the Investor in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company has agreed to file a registration statement (the “Registration Statement”) to register the resale of the Warrant Shares within 90 days of the date of the Purchase Agreement and to use its commercially reasonable efforts to obtain effectiveness of the Registration Statement within 180 days following the closing of the Offering.	17. Stockholders’ Equity For the year ended December 31, 2021, the Company issued a total of 533,790 shares of common stock, valued at $3,012,481 for the settlement of third party liabilities, compensation and directors’ fees to certain of the Company’s related parties, refer note 16 above. Between January 4, 2021, and September 21, 2021, investors exercised warrants for 1,506,809 shares of common stock for gross proceeds of $3,962,481 at an average exercise price of $2.63 per share. On January 22, 2021, the Company issued 24,476 restricted shares of common stock valued at $140,000 to Michele Ciavarella in terms of a compensation election he made for the 2021 fiscal year. On July 15, 2021, the Company issued 1,265,823 shares of common stock to the Sellers of USB, at $4.74 per share with a market value of $4,544,304 on the date of acquisition. 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. · 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. 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. 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 of $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.

18. Warrants

18. Warrants	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
18. Warrants	15. Warrants In terms of the Purchase Agreement discussed in note 14 above, on June 15, 2022, the Company issued, (i) P and (ii) Warrants to purchase 3,166,227 shares of Common Stock, with an exercise price of $0.9475 per share, subject to customary adjustments thereunder. If after the six month anniversary of the issuance date there is no effective registration statement registering the Warrant Shares for resale, then the Warrants are exercisable on a cashless basis. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until all of the Pre-Funded Warrants are exercised in full. Each Warrant is exercisable for one share of Common Stock at an exercise price of $0.9475 per share, subject to customary adjustments thereunder. The Warrants have a term of five years and six months, maturing on December 15, 2027 and are exercisable from December 15, 2022. A holder (together with its affiliates) of the Pre-Funded Warrant or Warrant may not exercise any portion of the Common Stock underlying the Pre-Funded Warrant or Warrant, as applicable, to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant or Warrant, as applicable. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Pre-Funded Warrant or Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in Warrants, provided that such cashless exercise shall only be permitted if the Registration Statement is not effective at the time of such exercise or if the prospectus to which the Registration Statement is a part is not available for the issuance of shares of Common Stock to the Warrant holder. In addition, in certain circumstances, upon a Fundamental Transaction, the holders of the Pre-Funded Warrants and Warrants will have the right to receive as alternative consideration, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Pre-Funded Warrants or Warrants are exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the Warrants have the right to require the Company or a successor entity to redeem the Warrants for an amount of consideration equal to the Black Scholes Value (as defined in the Warrants) of the remaining unexercised portion of the Warrants concurrently with or within thirty (30) days following the consummation of a Fundamental Transaction. In the event of a Fundamental Transaction, the holders of the Warrants will only be entitled to receive from the Company or its successor entity, as of the date of consummation of such Fundamental Transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of the Common Stock in connection with the Fundamental Transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of Common Stock are given the choice to receive alternative forms of consideration in connection with the Fundamental Transaction. A summary of all of the Company’s warrant activity during the period January 1, 2021 to June 30, 2022 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2021 2,053,145 $ 2.50 to 5.00 $ 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 3.75 2.63 Outstanding December 31, 2021 546,336 $ 2.50 to 5.00 $ 2.66 Granted – pre-funded warrants* 541,227 0.0001 0.0001 Granted 3,166,227 0.9475 0.9475 Forfeited/cancelled (48,395 ) 3.75 3.75 Exercised — — Outstanding June 30, 2022 4,205,395 $ 0.0001 to 5.00 $ 1.17 * The prefunded warrants have an indefinite maturity date and have been excluded from the calculation of the weighted average remaining years and the weighted average exercise price disclosed below. The following tables summarize information about the pre-funded warrants outstanding as of June 30, 2022: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.0001 541,227 Indefinite $ 0.0001 541,227 $ 0.0001 The following tables summarize information about warrants, other than pre-funded warrants outstanding as of June 30, 2022: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.9475 3,166,227 5.46 $ 0.9475 — $ — $2.50 486,173 3.14 $ 2.50 486,173 $ 2.50 $5.00 11,768 0.92 5.00 11,768 5.00 3,664,168 5.14 $ 1.17 497,941 $ 2.56	18. Warrants 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 ASC 480-10, Distinguishing between Liabilities and Equity, and ASC 815-10, 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 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, 2020 to December 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 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 to 5.00 2.62 Expired — — — Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 5.00 2.63 Outstanding December 31, 2021 546,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of December 31, 2021: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 486,173 3.63 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.41 3.75 48,395 3.75 $5.00 11,768 0.61 5.00 11,768 5.00 546,336 3.28 $ 2.66 546,336 $ 2.66 The outstanding warrants have an intrinsic value of $257,672 as of December 31, 2021.
15. Warrants	15. Warrants In terms of the Purchase Agreement discussed in note 14 above, on June 15, 2022, the Company issued, (i) P and (ii) Warrants to purchase 3,166,227 shares of Common Stock, with an exercise price of $0.9475 per share, subject to customary adjustments thereunder. If after the six month anniversary of the issuance date there is no effective registration statement registering the Warrant Shares for resale, then the Warrants are exercisable on a cashless basis. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time after their original issuance until all of the Pre-Funded Warrants are exercised in full. Each Warrant is exercisable for one share of Common Stock at an exercise price of $0.9475 per share, subject to customary adjustments thereunder. The Warrants have a term of five years and six months, maturing on December 15, 2027 and are exercisable from December 15, 2022. A holder (together with its affiliates) of the Pre-Funded Warrant or Warrant may not exercise any portion of the Common Stock underlying the Pre-Funded Warrant or Warrant, as applicable, to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant or Warrant, as applicable. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Pre-Funded Warrant or Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in Warrants, provided that such cashless exercise shall only be permitted if the Registration Statement is not effective at the time of such exercise or if the prospectus to which the Registration Statement is a part is not available for the issuance of shares of Common Stock to the Warrant holder. In addition, in certain circumstances, upon a Fundamental Transaction, the holders of the Pre-Funded Warrants and Warrants will have the right to receive as alternative consideration, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Pre-Funded Warrants or Warrants are exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the Warrants have the right to require the Company or a successor entity to redeem the Warrants for an amount of consideration equal to the Black Scholes Value (as defined in the Warrants) of the remaining unexercised portion of the Warrants concurrently with or within thirty (30) days following the consummation of a Fundamental Transaction. In the event of a Fundamental Transaction, the holders of the Warrants will only be entitled to receive from the Company or its successor entity, as of the date of consummation of such Fundamental Transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of the Common Stock in connection with the Fundamental Transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of Common Stock are given the choice to receive alternative forms of consideration in connection with the Fundamental Transaction. A summary of all of the Company’s warrant activity during the period January 1, 2021 to June 30, 2022 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2021 2,053,145 $ 2.50 to 5.00 $ 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 3.75 2.63 Outstanding December 31, 2021 546,336 $ 2.50 to 5.00 $ 2.66 Granted – pre-funded warrants* 541,227 0.0001 0.0001 Granted 3,166,227 0.9475 0.9475 Forfeited/cancelled (48,395 ) 3.75 3.75 Exercised — — Outstanding June 30, 2022 4,205,395 $ 0.0001 to 5.00 $ 1.17 * The prefunded warrants have an indefinite maturity date and have been excluded from the calculation of the weighted average remaining years and the weighted average exercise price disclosed below. The following tables summarize information about the pre-funded warrants outstanding as of June 30, 2022: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.0001 541,227 Indefinite $ 0.0001 541,227 $ 0.0001 The following tables summarize information about warrants, other than pre-funded warrants outstanding as of June 30, 2022: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.9475 3,166,227 5.46 $ 0.9475 — $ — $2.50 486,173 3.14 $ 2.50 486,173 $ 2.50 $5.00 11,768 0.92 5.00 11,768 5.00 3,664,168 5.14 $ 1.17 497,941 $ 2.56	18. Warrants 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 ASC 480-10, Distinguishing between Liabilities and Equity, and ASC 815-10, 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 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, 2020 to December 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 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 to 5.00 2.62 Expired — — — Outstanding December 31, 2020 2,053,145 $ 2.50 to 5.00 2.63 Granted — — — Forfeited/cancelled — — — Exercised (1,506,809 ) 2.50 to 5.00 2.63 Outstanding December 31, 2021 546,336 $ 2.50 to 5.00 $ 2.66 The following tables summarize information about warrants outstanding as of December 31, 2021: Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $2.50 486,173 3.63 $ 2.50 486,173 $ 2.50 $3.75 48,395 0.41 3.75 48,395 3.75 $5.00 11,768 0.61 5.00 11,768 5.00 546,336 3.28 $ 2.66 546,336 $ 2.66 The outstanding warrants have an intrinsic value of $257,672 as of December 31, 2021.

19. Stock Options

19. Stock Options	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
19. Stock Options	16. Stock Options 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 2020 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. On December 8, 2021, the Company held its 2021 Annual Meeting of Stockholders. At the 2021 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 4,000,000 shares of common stock During the period ended June 30, 2022, the Company issued ten year options to purchase 160,000 shares at an exercise price of $2.50 per share, of which 100,000 were issued to our Interim CFO and 60,000 to an employee. The options awarded during the six months ended June 30, 2022 were valued at $2.317 per share at the date of issuance using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Six months ended June 30, 2022 Exercise price $ 2.50 Risk free interest rate 2.41 % Expected life of options 10 years Expected volatility of underlying stock 204.2 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2021 to June 30, 2022 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2021 1,622,938 $ 1.84 to 2.96 $ 2.11 Granted 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2.62 Exercised — — — Expired — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 Granted 160,000 2.50 2.50 Forfeited/cancelled — — — Exercised — — — Outstanding June 30, 2022 2,926,438 $ 1.84 to 5.10 $ 2.90 The following tables summarize information about stock options outstanding as of June 30, 2022: 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 0.08 648,000 $2.03 659,000 8.26 444,833 $2.50 160,000 9.75 — $2.72 25,000 4.01 25,000 $2.80 220,625 7.23 151,862 $2.96 70,313 7.02 70,313 $3.43 25,000 9.47 — $4.03 1,020,000 9.01 206,667 $4.07 25,000 9.05 — $4.20 25,000 8.84 9,000 $5.10 48,500 9.21 36,375 2,926,438 6.69 $ 2.90 1,592,050 $ 2.42 As of June 30, 2022, there were unvested options to purchase 1,334,388 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $4,062,658 which is expected to be recognized over a period of 45 months. As of June 30, 2022, there was an aggregate of 2,926,438 options to purchase shares of common stock granted under the Company’s 2018 Equity Incentive Plan, and an aggregate of 655,301 restricted shares granted to certain officers and directors of the Company in settlement of liabilities owing to them, with 3,418,261 shares available for future grants.	19. 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. On October 29, 2021, the Board approved an Amendment to the Plan (“Amendment No. 2”) to increase by 4,000,000 the number of shares that may be granted under the Plan. Amendment No. 2 to the 2018 Plan will increase the number of shares of common stock with respect to which awards may be granted under the 2018 Plan from an aggregate of 3,000,000 shares of common stock to 7,000,000 shares of common stock. On December 8, 2021, the Company held its 2021 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved amendment 2 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 4,000,000 shares of common stock. 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. During the period ended December 31, 2021, the Company issued ten year options to purchase 745,000 shares at exercise prices ranging from $2.62 to $4.20 per share to employees. On July 1, 2021, in compliance with the terms of an employment agreement entered into with Mr. Korb, the Company’s CFO, the Company granted him ten year options to purchase 400,000 shares of common stock at an exercise price of $4.03 per share vesting annually commencing on September 1, 2022. On August 31, 2021, due to the resignation of an employee, unvested options for 50,000 shares of common stock were forfeited by the employee. On September 13, 2021, the Company granted the non-executive members of its board ten year options to purchase 48,500 shares of common stock at an exercise price of $5.10 per share, as a component of annual compensation. The options awarded during the year ended December 31, 2021 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Year ended December 31, 2021 Exercise price $ 2.62 to 5.10 Risk free interest rate 0.92 to 1.63 % Expected life of options 10 years Expected volatility of underlying stock 206.8 to 229.8 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2020 to December 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 315,938 $ 2.72 to 2.96 $ 2.84 Granted 1,307,000 1.84 to 2.03 1.95 Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2020 1,622,938 $ 1.84 to 2.96 2.11 Granted 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 The following table summarize information about stock options outstanding as of December 31, 2021: 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 8.73 162,000 $2.03 659,000 8.75 359,1673 $2.72 25,000 4.50 25,000 $2.80 220,625 7.73 124,284 $2.96 70,313 7.52 70,313 $3.43 25,000 9.97 — $4.03 1,020,000 9.51 103,333 $4.07 25,000 9.54 — $4.20 25,000 9.34 — $5.10 48,500 9.71 12,125 2,766,438 8.91 $ 2.92 856,222 $ 2.49 As of December 31, 2021, there were unvested options to purchase 1,910,216 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $5,585,571 which is expected to be recognized over a period of 42 months. The intrinsic value of the options at December 31, 2021 was $1,493,536. As of December 31, 2021, there was an aggregate of 2,766,438 options to purchase shares of common stock granted under the Company’s 2018 Equity Incentive Plan, and an aggregate of 492,466 restricted shares granted to certain officers and directors of the Company in settlement of liabilities owing to them, with 3,741,046 shares available for future grants.
16. Stock Options	16. Stock Options 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 2020 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. On December 8, 2021, the Company held its 2021 Annual Meeting of Stockholders. At the 2021 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 4,000,000 shares of common stock During the period ended June 30, 2022, the Company issued ten year options to purchase 160,000 shares at an exercise price of $2.50 per share, of which 100,000 were issued to our Interim CFO and 60,000 to an employee. The options awarded during the six months ended June 30, 2022 were valued at $2.317 per share at the date of issuance using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Six months ended June 30, 2022 Exercise price $ 2.50 Risk free interest rate 2.41 % Expected life of options 10 years Expected volatility of underlying stock 204.2 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2021 to June 30, 2022 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2021 1,622,938 $ 1.84 to 2.96 $ 2.11 Granted 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2.62 Exercised — — — Expired — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 Granted 160,000 2.50 2.50 Forfeited/cancelled — — — Exercised — — — Outstanding June 30, 2022 2,926,438 $ 1.84 to 5.10 $ 2.90 The following tables summarize information about stock options outstanding as of June 30, 2022: 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 0.08 648,000 $2.03 659,000 8.26 444,833 $2.50 160,000 9.75 — $2.72 25,000 4.01 25,000 $2.80 220,625 7.23 151,862 $2.96 70,313 7.02 70,313 $3.43 25,000 9.47 — $4.03 1,020,000 9.01 206,667 $4.07 25,000 9.05 — $4.20 25,000 8.84 9,000 $5.10 48,500 9.21 36,375 2,926,438 6.69 $ 2.90 1,592,050 $ 2.42 As of June 30, 2022, there were unvested options to purchase 1,334,388 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $4,062,658 which is expected to be recognized over a period of 45 months. As of June 30, 2022, there was an aggregate of 2,926,438 options to purchase shares of common stock granted under the Company’s 2018 Equity Incentive Plan, and an aggregate of 655,301 restricted shares granted to certain officers and directors of the Company in settlement of liabilities owing to them, with 3,418,261 shares available for future grants.	19. 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. On October 29, 2021, the Board approved an Amendment to the Plan (“Amendment No. 2”) to increase by 4,000,000 the number of shares that may be granted under the Plan. Amendment No. 2 to the 2018 Plan will increase the number of shares of common stock with respect to which awards may be granted under the 2018 Plan from an aggregate of 3,000,000 shares of common stock to 7,000,000 shares of common stock. On December 8, 2021, the Company held its 2021 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved amendment 2 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 4,000,000 shares of common stock. 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. During the period ended December 31, 2021, the Company issued ten year options to purchase 745,000 shares at exercise prices ranging from $2.62 to $4.20 per share to employees. On July 1, 2021, in compliance with the terms of an employment agreement entered into with Mr. Korb, the Company’s CFO, the Company granted him ten year options to purchase 400,000 shares of common stock at an exercise price of $4.03 per share vesting annually commencing on September 1, 2022. On August 31, 2021, due to the resignation of an employee, unvested options for 50,000 shares of common stock were forfeited by the employee. On September 13, 2021, the Company granted the non-executive members of its board ten year options to purchase 48,500 shares of common stock at an exercise price of $5.10 per share, as a component of annual compensation. The options awarded during the year ended December 31, 2021 were valued using a Black-Scholes option pricing model. The following assumptions were used in the Black-Scholes model: Year ended December 31, 2021 Exercise price $ 2.62 to 5.10 Risk free interest rate 0.92 to 1.63 % Expected life of options 10 years Expected volatility of underlying stock 206.8 to 229.8 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2020 to December 31, 2021 is as follows: Number of shares Exercise price per share Weighted average exercise price Outstanding January 1, 2020 315,938 $ 2.72 to 2.96 $ 2.84 Granted 1,307,000 1.84 to 2.03 1.95 Forfeited/cancelled — — — Exercised — — — Expired — — — Outstanding December 31, 2020 1,622,938 $ 1.84 to 2.96 2.11 Granted 1,193,500 2.62 to 5.10 3.15 Forfeited/cancelled (50,000 ) 2.62 2,62 Exercised — — — Outstanding December 31, 2021 2,766,438 $ 1.84 to 5.10 $ 2.92 The following table summarize information about stock options outstanding as of December 31, 2021: 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 8.73 162,000 $2.03 659,000 8.75 359,1673 $2.72 25,000 4.50 25,000 $2.80 220,625 7.73 124,284 $2.96 70,313 7.52 70,313 $3.43 25,000 9.97 — $4.03 1,020,000 9.51 103,333 $4.07 25,000 9.54 — $4.20 25,000 9.34 — $5.10 48,500 9.71 12,125 2,766,438 8.91 $ 2.92 856,222 $ 2.49 As of December 31, 2021, there were unvested options to purchase 1,910,216 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $5,585,571 which is expected to be recognized over a period of 42 months. The intrinsic value of the options at December 31, 2021 was $1,493,536. As of December 31, 2021, there was an aggregate of 2,766,438 options to purchase shares of common stock granted under the Company’s 2018 Equity Incentive Plan, and an aggregate of 492,466 restricted shares granted to certain officers and directors of the Company in settlement of liabilities owing to them, with 3,741,046 shares available for future grants.

20. Revenues

20. Revenues	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
20. Revenues	17. Revenues Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Turnover Web-based $ 186,441,824 $ 219,874,610 $ 402,222,106 $ 451,206,769 Land-based 1,818,081 218,129 3,603,188 12,043,959 Total Turnover 188,259,905 220,092,739 405,825,294 463,250,728 Winnings/Payouts Web-based 173,924,052 205,048,852 374,777,873 420,647,267 Land-based 1,557,874 166,369 2,958,287 10,331,307 Total Winnings/payouts 175,481,926 205,215,221 377,736,160 430,978,574 Gross Gaming Revenues Web-Based 12,517,772 14,825,758 27,444,233 30,559,502 Land-Based 260,207 51,760 644,901 1,712,652 Gross Gaming Revenues 12,777,979 14,877,518 28,089,134 32,272,154 Less: Gaming Taxes 3,117,380 3,285,273 6,848,210 6,614,311 Net Gaming Revenues 9,660,599 11,592,245 21,240,924 25,657,843 Betting platform and services 687,136 97,704 1,342,797 189,434 Revenue $ 10,347,735 $ 11,689,949 $ 22,583,721 $ 25,847,277	20. Revenues The following table represents disaggregated revenues from our gaming operations for the years ended December 31, 2021 and 2020. 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, 2021 2020 Handle (Turnover) Handle web-based $ 826,789,619 $ 505,369,803 Handle land-based 15,071,218 68,888,592 Total Handle (Turnover) 841,860,837 574,258,395 Winnings/Payouts Winnings web-based 771,852,252 473,794,175 Winnings land-based 12,842,577 56,467,865 Total Winnings/Payouts 784,694,829 530,262,040 Gross Gaming Revenues 57,166,008 43,996,355 Less: ADM Gaming Taxes 12,657,930 6,874,752 Net Gaming Revenues 44,508,078 37,121,603 Betting platform software and services 1,038,713 144,764 Revenues $ 45,546,791 $ 37,266,367
17. Revenues	17. Revenues Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Turnover Web-based $ 186,441,824 $ 219,874,610 $ 402,222,106 $ 451,206,769 Land-based 1,818,081 218,129 3,603,188 12,043,959 Total Turnover 188,259,905 220,092,739 405,825,294 463,250,728 Winnings/Payouts Web-based 173,924,052 205,048,852 374,777,873 420,647,267 Land-based 1,557,874 166,369 2,958,287 10,331,307 Total Winnings/payouts 175,481,926 205,215,221 377,736,160 430,978,574 Gross Gaming Revenues Web-Based 12,517,772 14,825,758 27,444,233 30,559,502 Land-Based 260,207 51,760 644,901 1,712,652 Gross Gaming Revenues 12,777,979 14,877,518 28,089,134 32,272,154 Less: Gaming Taxes 3,117,380 3,285,273 6,848,210 6,614,311 Net Gaming Revenues 9,660,599 11,592,245 21,240,924 25,657,843 Betting platform and services 687,136 97,704 1,342,797 189,434 Revenue $ 10,347,735 $ 11,689,949 $ 22,583,721 $ 25,847,277	20. Revenues The following table represents disaggregated revenues from our gaming operations for the years ended December 31, 2021 and 2020. 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, 2021 2020 Handle (Turnover) Handle web-based $ 826,789,619 $ 505,369,803 Handle land-based 15,071,218 68,888,592 Total Handle (Turnover) 841,860,837 574,258,395 Winnings/Payouts Winnings web-based 771,852,252 473,794,175 Winnings land-based 12,842,577 56,467,865 Total Winnings/Payouts 784,694,829 530,262,040 Gross Gaming Revenues 57,166,008 43,996,355 Less: ADM Gaming Taxes 12,657,930 6,874,752 Net Gaming Revenues 44,508,078 37,121,603 Betting platform software and services 1,038,713 144,764 Revenues $ 45,546,791 $ 37,266,367

21. Net Loss per Common Share

21. Net Loss per Common Share	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
21. Net Loss per Common Share	18. Net loss per Common Share Basic income (loss) per share is based on the weighted-average number of common shares outstanding during each period. Diluted income (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” options and 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, adding back any direct incremental expenses related to the convertible securities, including interest expense, present value discount amortization. The computation of diluted net income (loss) per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. The computation of the diluted income per share for the three and six months ended June 30, 2022 and 2021 was anti-dilutive due to the losses realized. For the three and six months ended June 30, 2022 and 2021, the following options and warrants were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Description Three and Six Months ended June 30, 2022 Three and Six Months ended June 31, 2021 Options 2,926,438 1,697,938 Warrants 4,205,395 562,336 7,131,833 2,260,274	21. Net Loss per Common Share Basic loss per share is based on the weighted-average number of common shares outstanding during each year. 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, 2021 and 2020, 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, 2021 Year ended December 31, 2020 Options 2,766,438 1,622,938 Warrants 546,336 2,053,145 Convertible debentures — 10,796 3,312,774 3,686,879
18. Net loss per Common Share	18. Net loss per Common Share Basic income (loss) per share is based on the weighted-average number of common shares outstanding during each period. Diluted income (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” options and 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, adding back any direct incremental expenses related to the convertible securities, including interest expense, present value discount amortization. The computation of diluted net income (loss) per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. The computation of the diluted income per share for the three and six months ended June 30, 2022 and 2021 was anti-dilutive due to the losses realized. For the three and six months ended June 30, 2022 and 2021, the following options and warrants were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Description Three and Six Months ended June 30, 2022 Three and Six Months ended June 31, 2021 Options 2,926,438 1,697,938 Warrants 4,205,395 562,336 7,131,833 2,260,274	21. Net Loss per Common Share Basic loss per share is based on the weighted-average number of common shares outstanding during each year. 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, 2021 and 2020, 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, 2021 Year ended December 31, 2020 Options 2,766,438 1,622,938 Warrants 546,336 2,053,145 Convertible debentures — 10,796 3,312,774 3,686,879

22. Income Taxes

22. Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
22. Income Taxes	22. 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, 2021 and December 31, 2020. 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 2021 and 2020, to the Company’s effective tax rate is as follows: December 31, 2021 December 31, 2020 U.S. Statutory rate $ 3,224,547 $ 1,896,305 Items not allowed for tax purposes (1,705,372 ) (2,113,651 ) Foreign tax rate differential (2,367 ) (90,772 ) Additional foreign taxation 27,495 (36,939 ) Withholding tax on dividends — (162,112 ) Prior year over provision 125,887 — Movement in valuation allowances (1,379,714 ) (323,114 ) Other differences - (76,361 ) Income tax benefit (expense) $ 290,476 $ (906,644 ) The Company has accumulated a net operating loss carry forward (“NOL”) of approximately $27.7 million as of December 31, 2021 in the U.S. The U.S. NOL carry forward includes adjustments based on prior year assessments of $2.3 million due the assessment of tax losses carried forward. Net operating losses of $11.1 million expire from 2034 to 2038 and a further $16.6 million has an indefinite life. The company also has net operating loss carry forwards in Italy, Austria and Malta of approximately €1.2 million ($1.4 million) and in Canada of approximately CDN $0.4 million ($0.3 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 Colombia, Italy, Malta and Austria and deferred tax movements on intangible assets. The benefit (provision) for income taxes are summarized as follows: December 31, 2021 December 31, 2020 Current $ 94,041 $ (837,973 ) Withholding tax — (162,112 ) Deferred 196,434 93,441 Income tax benefit (expense) $ 290,476 $ (906,644 ) The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities are as follows: December 31, 2021 December 31, 2020 Working capital movements $ 247,563 $ 693,465 Property and equipment — 6,925 Net loss carryforward - Foreign 443,100 135,568 Net loss carryforward - US 5,815,807 3,752,678 6,506,470 4,588,636 Less valuation allowance (6,506,470 ) (4,588,636 ) Deferred tax assets — — Intangible assets (3,291,978 ) (1,222,514 ) Deferred Tax Liability $ (3,291,978 ) $ (1,222,514 ) The Net loss carry forward for US entities includes an adjustment of $0.5 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.

23. Segmental Reporting

23. Segmental Reporting	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
23. Segmental Reporting	19. 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; and only web based distribution throughout Italy, and (ii) Betting platform software and services Provider of certified betting Platform software services to global leisure betting establishments in Italy, the U.S. and 8 other countries. The operating assets and liabilities of the reportable segments are as follows: Segment Reporting June 30, 2022 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 157,296 $ 66,208 $ 5,571 $ 229,075 Assets Current assets 5,694,098 2,286,286 1,834,260 9,814,644 Non-current assets 2,524,416 30,455,689 105,835 33,085,940 Liabilities Current liabilities (5,289,319 ) (1,536,891 ) (1,498,586 ) (8,324,796 ) Non-current liabilities (1,197,653 ) (17,067,797 ) — (18,265,450 ) Intercompany balances 5,098,265 (3,198,714 ) (1,899,551 ) — Net asset position $ 6,829,807 $ 10,938,573 $ (1,458,042 ) $ 16,310,338 June 30, 2022 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 157,296 $ 66,208 $ 5,571 $ 229,075 Assets Current assets 5,694,098 2,286,286 1,834,260 9,814,644 Non-current assets 2,524,416 30,455,689 105,835 33,085,940 Liabilities Current liabilities (5,289,319 ) (1,536,891 ) (1,498,586 ) (8,324,796 ) Non-current liabilities (1,197,653 ) (17,067,797 ) — (18,265,450 ) Intercompany balances 5,098,265 (3,198,714 ) (1,899,551 ) — Net asset position $ 6,829,807 $ 10,938,573 $ (1,458,042 ) $ 16,310,338 The segment operating results of the reportable segments are disclosed as follows: Six months ended June 30, 2022 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 21,498,130 $ 1,085,591 $ — $ — $ 22,583,721 Intercompany Service revenue 76,591 1,090,245 — (1,166,836 ) — 21,574,721 2,175,836 — (1,166,836 ) 22,583,721 Operating expenses Intercompany service expense 1,090,245 76,591 — (1,166,836 ) — Selling expenses 16,991,805 163,146 — — 17,154,951 General and administrative expenses 2,941,303 3,943,324 2,896,015 — 9,780,642 Restructuring and severance expenses — — 1,205,689 — 1,205,689 21,023,353 4,183,061 4,101,704 (1,166,836 ) 28,141,282 Income (Loss) from operations 551,368 (2,007,225 ) (4,101,704 ) — (5,557,561 ) Other (expenses) Income Interest expense, net of interest income (1,075 ) (12,462 ) — — (13,537 ) Other income 66,473 2,379 — — 68,852 Change in Fair value of contingent purchase consideration — (915,774 ) — — (915,774 ) Other expense (7 ) (11,004 ) — — (11,011 ) Gain on marketable securities — — 92,500 — 92,500 Total other income (expense) 65,391 (936,681 ) 92,500 — (778,970 ) Income (Loss) before Income Taxes 616,759 (2,944,086 ) (4,009,204 ) — (6,336,531 ) Income tax provision (192,021 ) 159,077 — — (32,944 ) Net Income (Loss) $ 424,738 $ (2,785,009 ) $ (4,009,204 ) $ — $ (6,369,475 ) The operating assets and liabilities of the reportable segments are as follows: June 30, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 15,005 $ 67,116 $ 40,311 $ 122,432 Assets Current assets 10,877,808 913,319 9,385,445 21,176,572 Non-current assets 6,939,721 6,077,751 1,364,113 14,381,585 Liabilities Current liabilities (8,146,135 ) (763,734 ) (871,731 ) (9,781,600 ) Non-current liabilities (762,301 ) (1,178,665 ) — (1,940,966 ) Intercompany balances 3,874,380 208,117 (4,082,497 ) — Net asset position $ 12,783,473 $ 5,256,788 $ 5,795,330 $ 23,835,591 The segment operating results of the reportable segments are disclosed as follows: Six months ended June 30, 2021 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 25,657,843 $ 189,434 $ — $ — $ 25,847,277 Intercompany Service revenue 207,118 2,608,669 — (2,815,787 ) — 25,864,961 2,798,103 — (2,815,787 ) 25,847,277 Operating expenses Intercompany service expense 2,608,669 207,118 — (2,815,787 ) — Selling expenses 20,269,209 9,190 — — 20,278,399 General and administrative expenses 3,507,099 2,505,973 2,887,082 — 8,900,154 26,384,977 2,722,281 2,887,082 (2,815,787 ) 29,178,553 (Loss) Income from operations (520,016 ) 75,822 (2,887,082 ) — (3,331,276 ) Other income (expense) Interest expense, net of interest income (4,890 ) (5,154 ) — (10,043 ) Interest expense, net of interest income 1 — Amortization of debt discount — — (12,833 ) — (12,833 ) Other income 361,316 1,029 8,017 — 370,362 Other expense (24,119 ) (4,019 ) — — (28,138 ) Loss on marketable securities — — (92,500 ) — (92,500 ) Total other income (expense) 332,307 (2,989 ) (102,470 ) — 226,848 (Loss) Income before Income Taxes (187,709 ) 72,833 (2,989,552 ) — (3,104,428 ) Income tax provision (192,878 ) (83,623 ) — — (276,501 ) Net Loss $ (380,587 ) $ (10,790 ) $ (2,989,552 ) $ — $ (3,380,929 )	23. 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 9 other countries. The operating assets and liabilities of the reportable segments are as follows: December 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 135,272 $ 538,256 $ 43,552 $ 717,080 Assets Current assets 8,648,505 1,291,700 1,443,280 11,383,485 Non-Current assets 1,980,100 31,203,882 11,374 33,195,356 Liabilities Current liabilities (7,610,577 ) (652,368 ) (1,564,234 ) (9,827,179 ) Non-Current liabilities (667,871 ) (16,342,274 ) - (17,010,145 ) Intercompany balances 4,359,786 (1,677,692 ) (2,682,094 ) — Net asset position $ 6,709,943 $ 13,823,248 $ (2,791,674 ) $ 17,741,517 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 44,508,078 $ — $ — $ — $ 44,508,078 Betting platform and services revenue 152,550 886,163 — — 1,038,713 Intercompany Service revenue 321,775 4,211,774 — (4,533,549 ) — 44,982,403 5,097,937 — (4,533,549 ) 45,546,791 Operating expenses Intercompany service expense 4,211,774 321,775 — (4,533,549 ) — Selling expenses 36,227,544 47,208 — — 36,274,752 General and administrative expenses 6,634,535 5,848,437 6,334,987 — 18,817,959 Impairment of license 4,827,914 12,522,714 — — 17,350,628 51,901,767 18,740,134 6,334,987 (4,533,549 ) 72,443,339 Loss from operations (6,919,364 ) (13,642,197 ) (6,334,987 ) — (26,896,548 ) Other Income (expenses) Interest expense, net (11,169 ) (4,662 ) (5,154 ) — (20,985 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Change in fair value of contingent purchase consideration — 11,857,558 — — 11,857,558 Other income 217,251 2,560 7,977 — 227,788 Other expense (23,705 ) (26,262 ) — — (49,967 ) Loss on marketable securities — — (460,000 ) — (460,000 ) Total other income (expenses) 182,377 11,829,194 (470,010 ) — 11,541,561 Loss before Income Taxes (6,736,987 ) (1813,003 ) (6,804,997 ) — (15,354,987 ) Income tax provision 119,890 170,586 — — 290,476 Net Loss $ (6,617,097 ) $ (1,642,417 ) $ (6,804,997 ) $ — $ (15,064,511 ) 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 $ — $ — $ — $ 37,121,603 Betting platform and other services revenue — 144,764 — — 144,764 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 )
19. Segmental Reporting	19. 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; and only web based distribution throughout Italy, and (ii) Betting platform software and services Provider of certified betting Platform software services to global leisure betting establishments in Italy, the U.S. and 8 other countries. The operating assets and liabilities of the reportable segments are as follows: Segment Reporting June 30, 2022 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 157,296 $ 66,208 $ 5,571 $ 229,075 Assets Current assets 5,694,098 2,286,286 1,834,260 9,814,644 Non-current assets 2,524,416 30,455,689 105,835 33,085,940 Liabilities Current liabilities (5,289,319 ) (1,536,891 ) (1,498,586 ) (8,324,796 ) Non-current liabilities (1,197,653 ) (17,067,797 ) — (18,265,450 ) Intercompany balances 5,098,265 (3,198,714 ) (1,899,551 ) — Net asset position $ 6,829,807 $ 10,938,573 $ (1,458,042 ) $ 16,310,338 June 30, 2022 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 157,296 $ 66,208 $ 5,571 $ 229,075 Assets Current assets 5,694,098 2,286,286 1,834,260 9,814,644 Non-current assets 2,524,416 30,455,689 105,835 33,085,940 Liabilities Current liabilities (5,289,319 ) (1,536,891 ) (1,498,586 ) (8,324,796 ) Non-current liabilities (1,197,653 ) (17,067,797 ) — (18,265,450 ) Intercompany balances 5,098,265 (3,198,714 ) (1,899,551 ) — Net asset position $ 6,829,807 $ 10,938,573 $ (1,458,042 ) $ 16,310,338 The segment operating results of the reportable segments are disclosed as follows: Six months ended June 30, 2022 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 21,498,130 $ 1,085,591 $ — $ — $ 22,583,721 Intercompany Service revenue 76,591 1,090,245 — (1,166,836 ) — 21,574,721 2,175,836 — (1,166,836 ) 22,583,721 Operating expenses Intercompany service expense 1,090,245 76,591 — (1,166,836 ) — Selling expenses 16,991,805 163,146 — — 17,154,951 General and administrative expenses 2,941,303 3,943,324 2,896,015 — 9,780,642 Restructuring and severance expenses — — 1,205,689 — 1,205,689 21,023,353 4,183,061 4,101,704 (1,166,836 ) 28,141,282 Income (Loss) from operations 551,368 (2,007,225 ) (4,101,704 ) — (5,557,561 ) Other (expenses) Income Interest expense, net of interest income (1,075 ) (12,462 ) — — (13,537 ) Other income 66,473 2,379 — — 68,852 Change in Fair value of contingent purchase consideration — (915,774 ) — — (915,774 ) Other expense (7 ) (11,004 ) — — (11,011 ) Gain on marketable securities — — 92,500 — 92,500 Total other income (expense) 65,391 (936,681 ) 92,500 — (778,970 ) Income (Loss) before Income Taxes 616,759 (2,944,086 ) (4,009,204 ) — (6,336,531 ) Income tax provision (192,021 ) 159,077 — — (32,944 ) Net Income (Loss) $ 424,738 $ (2,785,009 ) $ (4,009,204 ) $ — $ (6,369,475 ) The operating assets and liabilities of the reportable segments are as follows: June 30, 2021 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 15,005 $ 67,116 $ 40,311 $ 122,432 Assets Current assets 10,877,808 913,319 9,385,445 21,176,572 Non-current assets 6,939,721 6,077,751 1,364,113 14,381,585 Liabilities Current liabilities (8,146,135 ) (763,734 ) (871,731 ) (9,781,600 ) Non-current liabilities (762,301 ) (1,178,665 ) — (1,940,966 ) Intercompany balances 3,874,380 208,117 (4,082,497 ) — Net asset position $ 12,783,473 $ 5,256,788 $ 5,795,330 $ 23,835,591 The segment operating results of the reportable segments are disclosed as follows: Six months ended June 30, 2021 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 25,657,843 $ 189,434 $ — $ — $ 25,847,277 Intercompany Service revenue 207,118 2,608,669 — (2,815,787 ) — 25,864,961 2,798,103 — (2,815,787 ) 25,847,277 Operating expenses Intercompany service expense 2,608,669 207,118 — (2,815,787 ) — Selling expenses 20,269,209 9,190 — — 20,278,399 General and administrative expenses 3,507,099 2,505,973 2,887,082 — 8,900,154 26,384,977 2,722,281 2,887,082 (2,815,787 ) 29,178,553 (Loss) Income from operations (520,016 ) 75,822 (2,887,082 ) — (3,331,276 ) Other income (expense) Interest expense, net of interest income (4,890 ) (5,154 ) — (10,043 ) Interest expense, net of interest income 1 — Amortization of debt discount — — (12,833 ) — (12,833 ) Other income 361,316 1,029 8,017 — 370,362 Other expense (24,119 ) (4,019 ) — — (28,138 ) Loss on marketable securities — — (92,500 ) — (92,500 ) Total other income (expense) 332,307 (2,989 ) (102,470 ) — 226,848 (Loss) Income before Income Taxes (187,709 ) 72,833 (2,989,552 ) — (3,104,428 ) Income tax provision (192,878 ) (83,623 ) — — (276,501 ) Net Loss $ (380,587 ) $ (10,790 ) $ (2,989,552 ) $ — $ (3,380,929 )	23. 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 9 other countries. The operating assets and liabilities of the reportable segments are as follows: December 31, 2021 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 135,272 $ 538,256 $ 43,552 $ 717,080 Assets Current assets 8,648,505 1,291,700 1,443,280 11,383,485 Non-Current assets 1,980,100 31,203,882 11,374 33,195,356 Liabilities Current liabilities (7,610,577 ) (652,368 ) (1,564,234 ) (9,827,179 ) Non-Current liabilities (667,871 ) (16,342,274 ) - (17,010,145 ) Intercompany balances 4,359,786 (1,677,692 ) (2,682,094 ) — Net asset position $ 6,709,943 $ 13,823,248 $ (2,791,674 ) $ 17,741,517 The segment operating results of the reportable segments are disclosed as follows: Year ended December 31, 2021 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 44,508,078 $ — $ — $ — $ 44,508,078 Betting platform and services revenue 152,550 886,163 — — 1,038,713 Intercompany Service revenue 321,775 4,211,774 — (4,533,549 ) — 44,982,403 5,097,937 — (4,533,549 ) 45,546,791 Operating expenses Intercompany service expense 4,211,774 321,775 — (4,533,549 ) — Selling expenses 36,227,544 47,208 — — 36,274,752 General and administrative expenses 6,634,535 5,848,437 6,334,987 — 18,817,959 Impairment of license 4,827,914 12,522,714 — — 17,350,628 51,901,767 18,740,134 6,334,987 (4,533,549 ) 72,443,339 Loss from operations (6,919,364 ) (13,642,197 ) (6,334,987 ) — (26,896,548 ) Other Income (expenses) Interest expense, net (11,169 ) (4,662 ) (5,154 ) — (20,985 ) Amortization of debt discount — — (12,833 ) — (12,833 ) Change in fair value of contingent purchase consideration — 11,857,558 — — 11,857,558 Other income 217,251 2,560 7,977 — 227,788 Other expense (23,705 ) (26,262 ) — — (49,967 ) Loss on marketable securities — — (460,000 ) — (460,000 ) Total other income (expenses) 182,377 11,829,194 (470,010 ) — 11,541,561 Loss before Income Taxes (6,736,987 ) (1813,003 ) (6,804,997 ) — (15,354,987 ) Income tax provision 119,890 170,586 — — 290,476 Net Loss $ (6,617,097 ) $ (1,642,417 ) $ (6,804,997 ) $ — $ (15,064,511 ) 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 $ — $ — $ — $ 37,121,603 Betting platform and other services revenue — 144,764 — — 144,764 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 )

24. Subsequent Events

24. Subsequent Events	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
24. Subsequent Events	21. Subsequent Events Pre-funded warrants In July 12, 2022, the investor exercised its pre-funded warrant for 541,227 $0.0001 54 Legal matters On July 20, 2022, the Company received notice that on July 17, 2022, an action was commenced in the Eighth Judicial District Court, Clark County, Nevada, Case No. A-22-855524-B, by Victor J. Salerno, Robert Kocienski and Robert Walker (collectively “Plaintiffs”), against the Company and Bookmakers Company US LLC d/b/a U.S. Bookmaking (“USB,” and together with the Company collectively “Defendants”). Plaintiffs’ claims against the Company relate to the Membership Interest Purchase Agreement, dated July 5, 2021, pursuant to which Plaintiffs sold their membership interests in USB to the Company. Plaintiffs’ claims for relief asserted in the complaint include, without limitation, breach of contract, breach of implied covenants, intentional interference with contract and negligent misrepresentation. Plaintiffs seek a judgment for damages against the Company, including punitive damages, as well as declaratory relief against both the Company and USB. The Company believes the claims made by Plaintiff’s against the Defendants are completely without merit and intends to vigorously defend against the claims. Other than the above, t he Company has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	24. Subsequent Events To date, the current conflict between Russia and Ukraine has not had a direct impact on the Company. We do not have any exposure to either Russia or Ukraine from a business or personnel perspective. However a prolonged conflict or the spill-over of war into other European countries may, in, future impact on macro-economic conditions which could affect consumer spending adversely and consequently our operations. On March 18, 2022, the Company granted our interim CFO, Carlo Reali, an option exercisable for 100,000 shares of common stock, at an exercise price of $2.50 per share, vesting over a four year period. A further grant of an option exercisable for 60,000 shares of common stock at an exercise price of $2.50, vesting over a three year period was made to a new employee. Up until April 13, 2022, in terms of an Open Market Sale Agreement with Jefferies LLC pursuant to which we may offer and sell its shares of common stock from time to time, through Jeffries, we sold a total of 147,710 shares of common stock for net proceeds of $331,520 after commission of $10,253. 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.
21. Subsequent Events	21. Subsequent Events Pre-funded warrants In July 12, 2022, the investor exercised its pre-funded warrant for 541,227 $0.0001 54 Legal matters On July 20, 2022, the Company received notice that on July 17, 2022, an action was commenced in the Eighth Judicial District Court, Clark County, Nevada, Case No. A-22-855524-B, by Victor J. Salerno, Robert Kocienski and Robert Walker (collectively “Plaintiffs”), against the Company and Bookmakers Company US LLC d/b/a U.S. Bookmaking (“USB,” and together with the Company collectively “Defendants”). Plaintiffs’ claims against the Company relate to the Membership Interest Purchase Agreement, dated July 5, 2021, pursuant to which Plaintiffs sold their membership interests in USB to the Company. Plaintiffs’ claims for relief asserted in the complaint include, without limitation, breach of contract, breach of implied covenants, intentional interference with contract and negligent misrepresentation. Plaintiffs seek a judgment for damages against the Company, including punitive damages, as well as declaratory relief against both the Company and USB. The Company believes the claims made by Plaintiff’s against the Defendants are completely without merit and intends to vigorously defend against the claims. Other than the above, t he Company has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	24. Subsequent Events To date, the current conflict between Russia and Ukraine has not had a direct impact on the Company. We do not have any exposure to either Russia or Ukraine from a business or personnel perspective. However a prolonged conflict or the spill-over of war into other European countries may, in, future impact on macro-economic conditions which could affect consumer spending adversely and consequently our operations. On March 18, 2022, the Company granted our interim CFO, Carlo Reali, an option exercisable for 100,000 shares of common stock, at an exercise price of $2.50 per share, vesting over a four year period. A further grant of an option exercisable for 60,000 shares of common stock at an exercise price of $2.50, vesting over a three year period was made to a new employee. Up until April 13, 2022, in terms of an Open Market Sale Agreement with Jefferies LLC pursuant to which we may offer and sell its shares of common stock from time to time, through Jeffries, we sold a total of 147,710 shares of common stock for net proceeds of $331,520 after commission of $10,253. 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.

2. Accounting Policies and Es_2

2. Accounting Policies and Estimates (Policies)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The balance sheet at December 31, 2021 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2022. All amounts referred to in the Notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. The Company previously had a secondary listing on the NEO exchange in Canada, which was terminated on December 31, 2021. For the purposes of its previous listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “Continuous Disclosure Obligations”	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The company previously had a secondary listing on the NEO exchange in Canada, which was terminated with effect from December 31, 2021. For the purposes of its previous listing in Canada, the Company is an “SEC Issuer” as defined under National Instrument 52-107 “Accounting Principles and Audit Standards” “Continuous Disclosure Obligations”
Principles of consolidation	Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.	Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company transactions are eliminated upon consolidation. All amounts referred to in the Notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
Foreign operations	Foreign operations The Company translated the assets and liabilities of its foreign subsidiaries into U.S. Dollars at the exchange rate in effect at quarter end and the results of operations and cash flows at the average rate throughout the quarter. 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, Colombian Peso and US Dollars during the periods presented. Gains and losses from foreign currency transactions are recognized in current operations.	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). Revenues were generated in US Dollars, Euros and Colombian Pesos during the years presented. Gains and losses from foreign currency transactions are recognized in current operations.
Business Combinations	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.	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	Use of Estimates The preparation of unaudited condensed 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 and liabilities assumed, allocation of purchase price, impairment of long-lived assets, the collectability of receivables, leasing arrangements, contingent purchase consideration, 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 record adjustments when necessary.	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, contingent purchase consideration, 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	Loss Contingencies The Company may be subject to claims, suits, government investigations, and other proceedings involving competition and antitrust, intellectual property, gaming license, 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 unaudited condensed 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.	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	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 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.	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. F-13
Derivative Financial Instruments	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.	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.
Cash and Cash Equivalents	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 June 30, 2022 and December 31, 2021, respectively. The Company primarily places cash balances in the USA 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 $ 250,000 100,000 €100,000	Cash and Cash Equivalents 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	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 no bad debt expense for the three and six months ended June 30, 2022.	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 release from the bad debt provision of $98,167 and an increase in bad debt provision of $13,051 for the years ended December 31, 2021 and 2020, respectively.
Gaming Accounts Payable	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.	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	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.	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 and Equipment	Property and Equipment Property 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 property 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: Plant and Equipment Useful lives 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 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4	Property and Equipment Property 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 property 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: Plant and Equipment Useful lives 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 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: Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4 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. The company impaired the remaining balance of $4,827,914 of the Ulisse Bookmakers license during the current year.
Intangible Assets		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:
Goodwill	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 units exceed their fair values 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 units exceeds their fair value. If the carrying amount of the reporting units exceeds their fair value, an asset impairment charge will be recognized in an amount equal to that excess. Goodwill was recently assessed on December 31, 2021 and as of June 30, 2022 there were no qualitative indications that impairment of intangible assets or goodwill may be appropriate.	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 performed a qualitative assessment and based on the outcome of the quantitative analysis, performed a quantitative assessment on its goodwill as of December 31, 2021 and determined that an impairment of $12,522,714 was considered necessary.
Leases	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 operating 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.	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 property 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	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 2015 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 2015 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.	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 2017 forward, are subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.
Revenue Recognition	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. · Training fees and installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services.	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. · Training fees, installation fees are recognized when each task has been completed. · Product support services are recognized based on the nature of the agreement with our customers, ad-hoc support service revenue will be recognized when the task is completed and revenue from product support service contracts will be recognized on a periodic basis where we charge a recurring fee to provide ongoing support services.
Stock-Based Compensation	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.	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)	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.	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	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 reflect the potential dilution of securities that could share in the earnings of an entity and include options and warrants granted and convertible debt, adding back any expenditure directly associated with the convertible instruments, if any. When the Company incurs a net loss, the effect of the Company’s outstanding stock options and warrants and convertible debt are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive.	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.
Related Parties	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.	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	Recent Accounting Pronouncements The FASB issued several 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.	Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Disclosures by Entities about Government Assistance (Topic 832), the update increases the transparency of government assistance, including the following disclosures: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. The effects of this ASU on the Company’s consolidated financial statements is currently being assessed and is not expected to have an impact on current disclosure. 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	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 recently added land-based operations in the U.S. and (ii) provider of certified betting Platform software services to global leisure betting establishments in Italy and 8 other countries.	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.
Contingent Purchase Consideration	Contingent Purchase Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of the purchase price consideration for acquisitions. At each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). An increase in the earn-out expected to be paid will result in a charge to operations in the year that the anticipated fair value of contingent consideration increases, while a decrease in the earn-out expected to be paid will result in a credit to operations in the year that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. Additional information regarding contingent consideration is provided in Note 3.

2. Accounting Policies and Es_3

2. Accounting Policies and Estimates (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Plant and Equipment Useful lives	Plant and Equipment Useful lives 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 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:	Plant and Equipment Useful lives 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 Useful lives	Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4	Intangible Useful lives 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 - 18 Trademarks/Tradenames 10 - 14 Websites 5 Non-compete agreements 4

19. Segmental Reporting (Tables

19. Segmental Reporting (Tables)	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting June 30, 2022 Betting establishments Betting platform software and services All other Total Purchase of non-current assets $ 157,296 $ 66,208 $ 5,571 $ 229,075 Assets Current assets 5,694,098 2,286,286 1,834,260 9,814,644 Non-current assets 2,524,416 30,455,689 105,835 33,085,940 Liabilities Current liabilities (5,289,319 ) (1,536,891 ) (1,498,586 ) (8,324,796 ) Non-current liabilities (1,197,653 ) (17,067,797 ) — (18,265,450 ) Intercompany balances 5,098,265 (3,198,714 ) (1,899,551 ) — Net asset position $ 6,829,807 $ 10,938,573 $ (1,458,042 ) $ 16,310,338

Plant and Equipment Useful live

Plant and Equipment Useful lives (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years	5 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years	7 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years	10 years
Computer Software, Intangible Asset [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years	3 years
Computer Software, Intangible Asset [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years	5 years
Vehicles [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years	4 years
Vehicles [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years	5 years

Intangible Useful lives (Detail

Intangible Useful lives (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Intellectual Property [Member]
Property, Plant and Equipment [Line Items]
Useful Life	15 years	15 years
Licensing Agreements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	1 year 6 months	1 year 6 months
Licensing Agreements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years	7 years
Contractual Rights [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years	5 years
Contractual Rights [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years	7 years
Customer Relationships [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years	10 years
Customer Relationships [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	18 years	18 years
Trademarks [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years	10 years
Trademarks [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	14 years	14 years
Internet Domain Names [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years	5 years
Noncompete Agreements [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years	4 years

Segment reporting_ Operating as

Segment reporting: Operating assets and liabilities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets
Current assets	$ 9,814,644	$ 11,383,485	$ 21,193,666
Non-current assets	33,085,940	33,195,356	14,664,313
Liabilities
Current liabilities	(8,324,796)	(9,827,179)	(13,314,035)
Non-current liabilities	(18,265,450)	$ (17,010,145)	$ (2,387,591)
Intercompany balances
Net asset position	16,310,338
All other
Assets
Current assets	1,834,260
Non-current assets	105,835
Liabilities
Current liabilities	(1,498,586)
Non-current liabilities
Intercompany balances	(1,899,551)
Net asset position	(1,458,042)
Betting platform software and services
Assets
Current assets	2,286,286
Non-current assets	30,455,689
Liabilities
Current liabilities	(1,536,891)
Non-current liabilities	(17,067,797)
Intercompany balances	(3,198,714)
Net asset position	10,938,573
Betting establishments
Segment Reporting Information [Line Items]
Payments for Purchase of Other Assets	157,296
Assets
Current assets	5,694,098
Non-current assets	2,524,416
Liabilities
Current liabilities	(5,289,319)
Non-current liabilities	(1,197,653)
Intercompany balances	5,098,265
Net asset position	$ 6,829,807

23. Segmental Reporting (Detail

23. Segmental Reporting (Details Narrative) - Jun. 30, 2022	USD ($)	EUR (€)	CAD ($)
Segment Reporting [Abstract]
Cash, FDIC Insured Amount	$ 250,000	€ 100,000	$ 100,000

21. Subsequent Events (Details

21. Subsequent Events (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
	Jul. 12, 2022	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Subsequent Event [Line Items]
Proceeds from pre-funded warrant		$ 512,758	$ 512,758
Subsequent Event [Member]
Subsequent Event [Line Items]
Prefunded Warrants Issued During Period	541,227
Sale of Stock, Price Per Share	$ 0.0001
Proceeds from pre-funded warrant	$ 54