Elys BMG (ELYS) 10-Q 22 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 19, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39170
Entity Registrant Name	ELYS GAME TECHNOLOGY, CORP.
Entity Central Index Key	0001080319
Entity Tax Identification Number	33-0823179
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	130 Adelaide Street
Entity Address, Address Line Two	Suite 701
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5H 2K4
City Area Code	561
Local Phone Number	838-3325
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		38,812,842

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 3,241,109	$ 3,400,166
Accounts receivable	729,639	731,962
Gaming accounts receivable	1,468,167	1,431,497
Prepaid expenses	918,704	900,205
Related party receivable	22,511	22,511
Other current assets	675,574	338,871
Total Current Assets	7,055,704	6,825,212
Non - Current Assets
Restricted cash	369,463	364,701
Property and equipment	1,102,201	610,852
Right of use assets	1,741,917	1,498,703
Intangible assets	10,607,512	10,375,524
Goodwill	3,416,422	1,662,278
Marketable securities	999	19,999
Total Non - Current Assets	17,238,514	14,532,057
Total Assets	24,294,218	21,357,269
Current Liabilities
Accounts payable and accrued liabilities	8,327,200	6,790,523
Gaming accounts payable	2,352,782	2,213,532
Taxes payable	227,412	179,720
Related party payable	146,936	422,129
Promissory notes payable - related parties	769,523	752,000
Operating lease liability	403,462	369,043
Financial lease liability	5,588	6,831
Bank loan payable - current portion	3,097	3,151
Total Current Liabilities	12,236,000	10,736,929
Non-Current Liabilities
Deferred tax liability	1,471,039	1,696,638
Operating lease liability	1,289,698	1,157,979
Financial lease liability	1,624	2,288
Bank loan payable	149,646	148,169
Convertible notes payable, net of discount of $192,856	164,145
Convertible notes payable – related parties, net of discount of $275,507	234,493
Other long-term liabilities	679,715	464,851
Total Non – Current Liabilities	3,990,360	3,469,925
Total Liabilities	16,226,360	14,206,854
Stockholders' Equity
Common stock, $0.0001 par value, 80,000,000 shares authorized; 38,812,842 and 30,360,810 shares issued and outstanding as of March 31, 2023 and December 31, 2022	3,881	3,036
Additional paid-in capital	77,371,556	74,249,244
Accumulated other comprehensive (loss) income	(512,972)	(600,619)
Accumulated deficit	(68,794,607)	(66,501,246)
Total Stockholders' Equity	8,067,858	7,150,415
Total Liabilities and Stockholders’ Equity	$ 24,294,218	$ 21,357,269

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Debt Conversion [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	80,000,000	80,000,000
Common Stock, Shares, Issued	38,812,842	30,360,810
Common Stock, Shares, Outstanding	38,812,842	30,360,810
Convertible Note Member
Debt Conversion [Line Items]
Convertible Note - discount	$ 192,856
Convertible Note Related Party Member
Debt Conversion [Line Items]
Convertible Note - discount	$ 275,507

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 12,432,146	$ 12,235,986
Costs and Expenses
Selling expenses	9,868,154	9,286,232
General and administrative expenses	4,447,747	4,570,426
Depreciation and amortization	347,323	438,958
Total Costs and Expenses	14,663,224	14,295,616
Loss from Operations	(2,231,078)	(2,059,630)
Other (Expenses) Income
Interest expense, net	(35,936)	(3,859)
Amortization of debt discount	(17,560)
Other income	8,846	39,749
Changes in Fair Value of contingent purchase consideration		(450,013)
Other expense	(9,028)	(1,070)
(Loss) gain on marketable securities	(19,000)	77,500
Total Other (Expenses) Income	(72,678)	(337,693)
Loss Before Income Taxes	(2,303,756)	(2,397,323)
Income tax provision	10,395	(156,893)
Net Loss	(2,293,361)	(2,554,216)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	87,647	(151,775)
Comprehensive Loss	$ (2,205,714)	$ (2,705,991)
Loss per common share – basic and diluted	$ (0.07)	$ (0.11)
Weighted average number of common shares outstanding – basic and diluted	32,495,019	23,515,154

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, 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
Stock Issued During Period, Shares, New Issues	56,472
Brokers Fees on open market sales		(3,949)			(3,949)
Fair value of common stock issued for Acquisition of Engage  IT Services, Srl
Fair value of warrant issued with convertible debt
Restricted stock awards	$ 16	424,984			425,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	162,835
Fair value of restricted stock issued to settle liabilities
Fair value of options issued to settle liabilities
Stock based compensation expense		597,972			597,972
Foreign currency translation adjustment			(151,775)		(151,775)
Net loss				(2,554,216)	(2,554,216)
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, 2022	$ 3,036	74,249,244	(600,619)	(66,501,246)	7,150,415
Shares, Issued at Dec. 31, 2022	30,360,810
Fair value of common stock issued for Acquisition of Engage  IT Services, Srl	$ 302	1,735,313			1,735,615
Fair value of common stock issued for Acquisition of Engage IT, shares	3,018,461
Fair value of warrant issued with convertible debt		485,922			485,922
Restricted stock awards	$ 537	170,885			171,422
Stock Issued During Period, Shares, Restricted Stock Award, Gross	5,366,155
Fair value of restricted stock issued to settle liabilities	$ 6	59,994			60,000
Fair value of restricted stock issued to settle liabilities, shares	67,416
Fair value of options issued to settle liabilities		125,000			125,000
Stock based compensation expense		545,198			545,198
Foreign currency translation adjustment			87,647		87,647
Net loss				(2,293,361)	(2,293,361)
Ending balance, value at Mar. 31, 2023	$ 3,881	$ 77,371,556	$ (512,972)	$ (68,794,607)	$ 8,067,858
Shares, Issued at Mar. 31, 2023	38,812,842

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Net Loss	$ (2,293,361)	$ (2,554,216)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	347,323	438,959
Gain on disposal of property and equipment	(5,809)
Amortization of debt discount	17,560
Restricted stock awards	171,422	425,000
Stock-based compensation expense	545,198	597,972
Non-cash interest	35,945	992
Loss on dissolution of subsidiary	335
Change in fair value of contingent purchase consideration		450,013
Unrealized loss (gain) on marketable securities	19,000	(77,500)
Movement in deferred taxation	(225,599)	(79,539)
Changes in Operating Assets and Liabilities, net of Assets Acquired and Liabilities Assumed
Prepaid expenses	(5,217)	(545,972)
Accounts payable and accrued liabilities	1,161,434	(215,744)
Accounts receivable	5,984	(64,381)
Gaming accounts receivable	(17,765)	1,163,531
Gaming accounts liabilities	108,954	(276,557)
Taxes payable	44,249	225,645
Due from related parties	144,083	2,700
Other current assets	(309,314)	43,759
Long term liability	37,016	29,305
Net Cash Used in Operating Activities	(218,562)	(436,033)
Cash Flows from Investing Activities
Cash on acquisition of subsidiary	94,450
Acquisition of property and equipment and intangible assets	(1,016,162)	(105,129)
Net Cash Used in Investing Activities	(921,712)	(105,129)
Cash Flows from Financing Activities
Proceeds from convertible notes	350,000
Proceeds from convertible notes, related parties	500,000
Repayment of bank overdraft		(7,420)
Repayment of bank loan		(33,316)
Proceeds from subscriptions – Net of brokers fees		127,616
Repayment of financial leases	(1,999)	(2,062)
Net Cash provided by Financing Activities	848,001	84,818
Effect of change in exchange rate	130,868	(267,703)
Net decrease in cash	(161,405)	(724,047)
Cash, cash equivalents and restricted cash – beginning of the period	3,771,977	7,706,357
Cash, cash equivalents and restricted cash – end of the period	3,610,572	6,982,310
Reconciliation of cash, cash equivalents and restricted cash within the Balance Sheets to the Statement of Cash Flows
Cash and cash equivalents	3,241,109	6,605,262
Restricted cash included in non-current assets	369,463	377,048
Supplemental disclosure of cash flow information
Interest	243	3,048
Income tax	167,511	11,727
Supplemental cash flow disclosure for non-cash activities
Fair value of common stock issued on acquisition of Engage IT Services Srl	1,735,615
Fair value of warrant issued with convertible debt	485,922
Fair value of restricted stock issued to settle liabilities	60,000
Fair value of options issued to settle liabilities	$ 125,000

1. Nature of Business

1. Nature of Business	3 Months Ended
	Mar. 31, 2023
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 (“US Bookmaking”) 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 its operations in the U.S. market. In this regard, the Company operates 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 district and the Over Under Sportsbook Rooftop Lounge in Washington, D.C., and in March 2022 the Company began providing platform and bookmaking services at Ocean Casino Resort in Atlantic City, New Jersey, and through its acquisition of US Bookmaking, the Company also provides sportsbook services to tribal casinos in New Mexico, North Dakota, Colorado and Michigan. 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 retail or online interactive gaming licenses regulated by the Agenzia delle Dogane e dei Monopoli (“ADM”) that permits the Company to distribute leisure betting products such as sports betting, and virtual sports betting products through both physical, land-based locations as well as online through the Company’s licensed website www.newgioco.it or commercial webskins linked to the Company’s licensed website and through mobile devices. Management implemented a consolidation strategy in the Italian market by integrating all B2C operations into Multigioco and allowed the Austrian Bookmakers license, that was regulated by the Austrian Federal Finance Ministry (“BMF”), to terminate. 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 integration of application programming interface 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. The entities included in these 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 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 Elys US Game Technologies and Services, LLC July 1, 2022 USA U.S. dollar Engage IT Services, Srl January 29, 2023 Italy Euro On January 12, 2023, Elys Technology Group Limited, a previously wholly owned subsidiary, was dissolved and its operations were assumed by Virtual Generation Limited. 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 space in Toronto, Ontario, Canada 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.

2. Accounting Policies and Esti

2. Accounting Policies and Estimates	3 Months Ended
	Mar. 31, 2023
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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The balance sheet at December 31, 2022 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, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 17, 2023. 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 U.S. 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, using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 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. 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. To date, the Company has not been exposed to the recent U.S. bank failures and we do not anticipate any adverse impact on the Company’s cash balances. 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 months ended March 31, 2023. 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 years Furniture and fittings 7 to 10 years Computer Software 3 to 5 years Vehicles 4 to 5 years 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 Multigioco and Rifa ADM Licenses 1.5 to 7 Location contracts 5 to 7 Customer relationships 10 to 18 Trademarks/Tradenames 10 to 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 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. Goodwill was recently assessed on December 31, 2022 and as of March 31, 2023 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 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 2017 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. 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 Unaudited Condensed 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. 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 The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended March 31, 2023. 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 Company’s condensed 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 the U.S. and 9 other countries.

3. Going Concern

3. Going Concern	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
3. Going Concern	3. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The accompanying financial statements for the period ended March 31, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund ongoing development work of its gaming platforms and operations until we are able to generate revenue streams from our additional gaming platforms and become profitable. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these unaudited condensed audited consolidated financial statements. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, and reduce the scope of the Company’s development and operations. Continuing as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4. Acquisition of subsidiaries

4. Acquisition of subsidiaries	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
4. Acquisition of subsidiaries	4. Acquisition of subsidiaries On January 29, 2023 (the “Closing Date”), the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Engage IT Services, Srl, a company organized under the laws of Italy (“Engage IT”), from its founding shareholders (the “Sellers”). The Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Company would acquire all of the shares of Engage IT and Engage IT became a wholly owned subsidiary of Elys. Founded in 2016 by the Company’s current Head of Global Technology, Luca Pasquini, along with Alessandro Alpi and Michael Denney, Engage IT employs 27 specialist technicians, developers and software engineers that specialize in the design, implementation and management of SQL databases, agile project management, and solutions based on the Microsoft cloud platform (Azure) and in the development of .NET applications. Since 2016, Engage has also provided contract services to the Company, playing a key role in the development of the Company’s Elys Gameboard sportsbook technology and Player Account Management Platform (PAM). Pursuant to the terms of the Purchase Agreement, on the Closing Date, the Company paid the “Dollar Equivalent” of € 1,080,000 3,018,461 1,735,615 $0.39 The Purchase Agreement contains customary representations, warranties and covenants of Elys and the Sellers. Subject to certain customary limitations, the Sellers have agreed to indemnify Elys and its officers and directors against certain losses related to, among other things, breaches of the Sellers’ representations and warranties, certain specified liabilities and the failure to perform covenants or obligations under the Purchase Agreement. The preliminary purchase price allocation was as follows: Amount Consideration 3,018,461 $ 1,735,615 Total purchase consideration $ 1,735,615 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 94,450 Accounts receivable – Related party 555,634 Other Current assets 22,377 Property and equipment 36,135 Right-of-use assets 47,335 $ 755,931 Less: liabilities assumed Current liabilities assumed $ (425,882 ) Related party payables (130,278 ) Operating lease liabilities (47,335 ) Non-current liabilities assumed (171,051 ) $ (774,546 ) Net identifiable assets acquired and liabilities assumed (18,615 ) Goodwill 1,754,230 $ 1,735,615 The amount of revenue and earnings included in the Company’s consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2023 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2022, is presented as follows: Revenue Earnings Actual for the period from acquisition to March 31, 2023 $ — $ (9,433 ) 2023 supplemental pro forma from January 1, 2023 to March 31, 2023 $ 12,432,146 $ (2,322,347 ) 2022 supplemental pro forma from January 1, 2022 to March 31, 2022 $ 12,237,047 $ (2,594,794 ) The 2023 supplemental pro forma information was adjusted to exclude $75,062 of intercompany profit that would not have been capitalized to platform costs, the associated adjustment to amortization expense of platform costs amounting to $ 1,251 and, the associated deferred taxation calculated on the elimination of the intercompany profit and adjustment to amortization expense amounting to $15,500 . The 2022 supplemental pro forma information was adjusted to exclude $88,615 of intercompany profit that would not have been capitalized to platform costs and an estimated once-off legal expense of $15,000 , that would not have been incurred had this transaction taken place on January 1, 2022. There was no associated adjustment to amortization expense as the platform cost associated with the intercompany profit was not being depreciated during the three months ended March 31, 2022.

5. Restricted Cash

5. Restricted Cash	3 Months Ended
	Mar. 31, 2023
Cash and Cash Equivalents [Abstract]
5. Restricted Cash	5. Restricted Cash Restricted cash consists of cash held in a segregated bank account at Intesa Sanpaolo Bank S.p.A. (“Intesa Sanpaolo Bank”) as collateral against the Company’s operating line of credit with Intesa Sanpaolo Bank. The Company no longer has an operating line of credit and will apply for the release of the restricted cash.

6. Property and equipment

6. Property and equipment	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
6. Property and equipment	6. Property and equipment March 31, 2023 December 31, 2022 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 139,818 $ (46,464 ) $ 93,354 $ 17,876 Computer and office equipment 1,215,894 (894,161 ) 321,733 307,602 Fixtures and fittings 485,346 (284,143 ) 201,203 160,122 Vehicles 14,718 (14,718 ) — — Computer software 722,226 (236,315 ) 485,911 125,252 $ 2,578,002 $ (1,475,801 ) $ 1,102,201 $ 610,852 The aggregate depreciation charge to operations was $ 62,228 $51,251

7. Leases

7. Leases	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
7. Leases	7. 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 U.S. 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 forty-eight 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 Right of use assets Right of use assets included in the condensed consolidated balance sheet are as follows: March 31, 2023 December 31, 2022 Non-current assets Right of use assets - operating leases, net of amortization $ 1,741,917 $ 1,498,703 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 7,070 $ 8,884 Lease costs consists of the following: Three Months Ended March 31, 2023 2022 Finance lease cost: Amortization of financial lease assets $ 1,904 $ 2,011 Interest expense on lease liabilities 107 141 Operating lease cost 306,467 89,015 Total lease cost $ 308,478 $ 91,167 Other lease information: Three Months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (107 ) $ (141 ) Operating cash flows from operating leases (306,467 ) (89,015 ) Financing cash flows from finance leases (1,999 ) (2,062 ) Weighted average remaining lease term – finance leases 1.94 1.70 Weighted average remaining lease term – operating leases 4.19 4.24 Weighted average discount rate – finance leases 5.25 % 3.73 % Weighted average discount rate – operating leases 3.15 % 2.61 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases are as follows: Finance lease liability Amount Remainder of 2023 $ 5,101 2024 1,276 2025 494 2026 494 2027 372 Total undiscounted minimum future lease payments 7,737 Imputed interest (525 ) Total finance lease liability $ 7,212 Disclosed as: Current portion $ 5,588 Non-Current portion 1,624 $ 7,212 Operating lease liability The amount of future minimum lease payments under operating leases are as follows: Operating lease liability Amount Remainder of 2023 $ 353,422 2024 436,883 2025 391,702 2026 327,917 2027 and thereafter 270,473 Total undiscounted minimum future lease payments 1,780,397 Imputed interest (87,237 ) Total operating lease liability $ 1,693,160 Disclosed as: Current portion $ 403,462 Non-Current portion 1,289,698 $ 1,693,160

8. Intangible Assets

8. Intangible Assets	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
8. Intangible Assets	8. 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. Intangible assets consist of the following: March 31, 2023 December 31, 2022 Cost Accumulated amortization Net book value Net book value Betting platform software $ 9,144,884 $ (1,980,887 ) $ 7,163,997 $ 6,776,486 Licenses 974,984 (965,034 ) 9,950 11,864 Location contracts 1,000,000 (1,000,000 ) — — Customer relationships 3,395,927 (1,188,179 ) 2,207,748 2,323,905 Trademarks 1,537,426 (311,609 ) 1,225,817 1,263,269 Non-compete agreements 764,167 (764,167 ) — — Websites 40,000 (40,000 ) — — $ 16,857,388 $ (6,249,876 ) $ 10,607,512 $ 10,375,524 The Company recorded $ 285,008 387,618 The estimated amortization expense over the next five-year period is as follows: Amortization Expense Amount Remainder of 2023 $ 941,514 2024 1,250,821 2025 1,247,075 2026 1,247,075 2027 1,239,075 Total estimated amortization expense $ 5,925,560 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.

9. Goodwill

9. Goodwill	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
9. Goodwill	9. Goodwill March 31, 2023 December 31, 2022 Cost Opening balance as of January 1, $ 28,686,661 $ 28,687,051 Acquisition of Engage IT Services, Srl 1,754,230 — Foreign exchange movements (86 ) (390 ) Closing balance as of period end 30,440,805 28,686,661 Accumulated Impairment charge Opening balance as of January 1, (27,024,383 ) (12,522,714 ) Impairment charge — (14,501,669 ) Closing balance as of period end (27,024,383 ) (27,024,383 ) Goodwill, net of impairment charges $ 3,416,422 $ 1,662,278 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.

10. Marketable Securities

10. Marketable Securities	3 Months Ended
	Mar. 31, 2023
Investments, All Other Investments [Abstract]
10. Marketable Securities	10. Marketable Securities Investments in marketable securities consists of 2,500,000 On March 31, 2023, the shares of Zoompass were last quoted at $0.0004 $19,000

11. Bank Loan Payable

11. Bank Loan Payable	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
11. Bank Loan Payable	11. Bank Loan Payable Included in bank loans is a Small Business Administration Disaster Relief loan (“SBA Loan”) assumed on the acquisition of US Bookmaking 150,000 3.75% 731 US Bookmaking’s 144,430 8,313 Since acquisition of US Bookmaking, the Company has repaid principal of $ 4,402 The maturity of bank loans payable as of March 31, 2023 is as follows: Bank loans payable Amount Within 1 year $ 3,097 1 to 2 years 3,215 2 to 3 years 3,338 3 to 4 years 3,465 5 years and thereafter 139,628 Total $ 152,743 Disclosed as: Current portion $ 3,097 Non-Current portion 149,646 $ 152,743

12. Convertible notes payable

12. Convertible notes payable	3 Months Ended
	Mar. 31, 2023
Convertible Notes Payable
12. Convertible notes payable	12. Convertible notes payable On January 30, 2023 (the "Closing Date"), the Company closed a private placement offering of up to 2,000 Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”) The Investors purchased a total of 850 850,000 2,179,487 The Debentures mature three years from their date of issuance and bear interest at a rate of 12% In addition, the Company may accelerate this right of conversion on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Company’s common shares exceeds two hundred (200%) per cent of the Conversion Price for five (5) trading days in a thirty (30) day period or (ii) the Company wishes to redeem or pre-pay the Debentures prior to the Maturity Date. If at any time that the common shares issuable to the Investors on conversion of the Debenture in whole or in part would be free trading without resale restrictions or statutory hold periods, the Debenture is redeemable by the Company at any time or times prior to the Maturity Date on not less than ten (10) Business Days prior written notice from the Company to the Investor of the proposed date of Redemption (the “Redemption Date”), without bonus or penalty, provided, however, that prior to the Redemption Date, the Investor has the right to convert the whole or any part of the principal and accrued and unpaid interest of the Debenture into common shares of the Company. The warrants are exercisable at an exercise price equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date, subject to adjustment as provided in the Warrant and expire three years after the issuance date. Each warrant is exercisable on a cashless basis in the event that there is not an effective registration statement registering the shares underlying the warrant at the time of exercise. The initial exercise price of the warrant is $0.39 The Company may accelerate the right to exercise the Warrant on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on exercise of the Warrant and the closing price of the Company’s common shares exceeds two hundred (200%) per cent of the Exercise Price for five (5) trading days in a thirty (30) day period. The Warrants and Debentures provide that if the Company issues or sells common stock of securities convertible or exercisable into common stock for a price lower than the exercise price of conversion price that the exercise price and conversion price will be reduced to such price, subject to a floor price of $0.35 The number of shares of common stock that may be issued upon exercise of the Warrants and Debentures is subject to an Exchange Cap (as defined in the Debentures and Warrants) unless shareholder approval to exceed the Exchange Cap is approved. The parties agree to amend the Debentures and Warrants as necessary in order to comply with the requirements of the Nasdaq Capital Markets. On March 5, 2023, the Company obtained written consents from holders of shares of Common Stock representing approximately 54.1% of the total issued and outstanding shares of voting stock of the Company on March 1, 2023, the record date, approving the for purposes of The Nasdaq Stock Market LLC Rules 5635 (b) and 5635(d), the issuance of all of the outstanding shares of the Company’s Common Stock to be issued upon (i) conversion of the Debentures and (ii) exercise of the common stock purchase warrants, dated January 30, 2023, issued to such investors by us pursuant to the Subscription Agreement. The convertible notes were evaluated in terms of ASC 470, Debt, and is carried at amortized cost. The warrants issued in conjunction with the convertible notes were evaluated in terms of ASC 480, Distinguishing Liabilities from Equity and in terms of ASC 815, Derivatives and Hedging, the Company determined that the warrants met the definition of equity in terms of ASC 480 and did not fall within the scope of ASC 815, therefore the value of the warrants, determined using a Black-Scholes valuation model (see note 16 below), was recorded as a debt discount which is amortized using the effective interest method over the term of the convertible notes. Convertible notes payable consists of the following: Convertible Notes Payable March 31, 2023 Principal outstanding Opening balance $ — Advances to the Company 350,000 Closing balance 350,000 Accrued Interest Opening balance — Accrued interest 7,000 Closing balance 7,000 Debt Discount Opening balance — Debt discount on valuation of warrants (200,086 ) Amortization of debt discount 7,231 ( 192,855 ) Total $ 164,145

13. Other Long-term Liabilities

13. Other Long-term Liabilities	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
13. Other Long-term Liabilities	13. 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: March 31, 2023 December 31, 2022 Severance liability $ 674,715 $ 464,851

14. Related Parties

14. Related Parties	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
14. Related Parties	14. Related Parties Promissory notes payable – Related Parties The movement on promissory notes payable – Related Parties, consists of the following: March 31, 2023 December 31, 2022 Principal outstanding Opening balance $ 715,000 $ 50,000 Loans advanced – Braydon Capital Corp — 360,000 Loans advanced – Victor Salerno — 305,000 Closing balance 715,000 715,000 Accrued Interest Opening balance 37,000 1,878 Accrued interest 17,523 35,122 Closing balance 54,523 37,000 Total $ 769,523 $ 752,000 Convertible notes payable – Related parties On January 30, 2023, the Company issued convertible notes payable, as disclosed under note 12 above. Braydon Capital Corp.subscribed for $500,000 of the convertible notes, Braydon Capital Corp. is owned by Mr. Claudio Ciavarella, the brother of our Chairman and interim CEO. Convertible notes payable – related party, consists of the following: March 31, 2023 Principal outstanding Opening balance $ — Advances to the Company 500,000 Closing balance 500,000 Accrued Interest Opening balance — Accrued interest 10,000 Closing balance 10,000 Debt Discount Opening balance — Debt discount on valuation of warrants (285,836 ) Amortization of debt discount 10,329 ( 275,507 ) Total $ 234,493 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: Related Party Receivables March 31, 2023 December 31, 2022 Related Party payable Related Party payables Engage IT Services, Srl $ — $ (406,467 ) Related Party payables Luca Pasquini (130,468 ) (459 ) Related Party payables Michele Ciavarella (16,468 ) (15,203 ) Related Party payables $ (146,936 ) $ (422,129 ) Related Party Receivable Related Party Receivables Victor Salerno $ 22,511 $ 22,511 Related Party Receivables $ 22,511 $ 22,511 Engage IT Services, Srl. The Company acquired Engage IT IT IT Luca Pasquini On September 26, 2022, Mr. Pasquini was awarded 500,000 $226,800 On January 29, 2023, the Company acquired Engage IT, Mr. Pasquini owned 34% IT 1,026,277 5.7% Michele Ciavarella On September 26, 2022, Mr. Ciavarella was awarded 300,000 136,080 On February 14, 2023, Mr. Ciavarella, the Company’s Executive Chairman and interim CEO, voluntarily offered and agreed to reduce his annual base compensation to $372,000 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 2.50 The Company does not have a formal employment with Mr. Reali and awarded him € 40,000 42,930 76,632 82,244 On September 26, 2022, Mr. Reali was awarded 200,000 90,720 Victor Salerno Prior to the acquisition of US B , Victor Salerno had advanced US B $ 100,000 $50,000 50,000 8% Between February 23, 2022 and September 22, 2022, Mr. Salerno advanced US B an additional $305,000 10% unpaid principal would attract an additional 25% penalty and additional interest of 5% per annum 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, by Mr. Salerno, however the terms of the advance and the default penalty have not been accepted and are subject to negotiation or dispute. As of March 31, 2023, these notes remain outstanding, interest has been accrued on these notes, however we intend to dispute the validity of these notes and have accordingly not repaid them or accrued penalty interest in terms of these notes. On January 23, 2023, Mr. Salerno voluntarily Paul Sallwasser On February 14, 2023, the Company granted Mr. Sallwasser ten-year 154,132 $0.89 77,254 76,878 Steven Shallcross On February 14, 2023, the Company granted Mr. Shallcross ten-year 131,631 $0.89 54,753 76,878 On February 14, 2023, the Company issued Mr. Shallcross 22,472 $20,000 Andrea Mandel-Mantello On February 14, 2023, the Company granted Mr. Mandel-Mantello ten-year 131,631 0.89 54,753 76,878 On February 14, 2023, the Company issued Mr. Mandel-Mantello 44,944 $40,000 -Mantello Aiden Ciavarella The Company recently employed Aiden Ciavarella to train as part of our U.S. project and risk management team lead. 75,000

15. Stockholders_ Equity

15. Stockholders’ Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
15. Stockholders’ Equity	15. Stockholders’ Equity Pursuant to the acquisition of Engage IT Srl, as disclosed in note 4 above, on January 29, 2023, the Company issued 3,018,461 shares of common stock valued at $1,753,615, in settlement of the purchase price. On January 29, 2023, the Company issued 5,366,155 $3,085,339 a thirty-six A summary of the vesting of restricted stock during the period January 1, 2023 to March 31, 2023 is as follows: Vesting of Restricted Stock Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2023 — $ — — $ — — $ — Granted and issued 5,366,155 0.575 5,366,155 0.575 — — Forfeited/Cancelled — — — — — — Vested — — (298,122 ) (0.575 ) 298,122 0.575 Outstanding March 31, 2023 5,366,155 $ 0.575 5,068,033 $ 0.575 298,122 $ 0.575 The restricted stock granted, issued and exercisable at March 31, 2023 is as follows: Restricted Stock Granted and Vested Grant date Price Number Granted Weighted Average Fair Value per Share $ 0.575 5,366,155 $ 0.575 In lieu of $60,000 67,416 The Company has recorded a restricted stock expense of $171,422

16. Warrants

16. Warrants	3 Months Ended
	Mar. 31, 2023
Warrants
16. Warrants	16. Warrants On January 30, 2023, as disclosed in note 12 above, the Company closed a private placement offering of up to 2,000 units and entered into Subscription Agreements with a group of accredited investors (the “Investors”), which Investors included Braydon Capital Corp. a company owned by Claudio Ciavarella, a related party and brother of the Company’s Executive Chairman, Michele Ciavarella. Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”). The Investors purchased a total of 850 units and the Company issued Debentures for the total principal amount of $850,000 (the “Principal Amount”) to the Investors and warrants to purchase 2,179,487 shares of common stock of the Company. The warrants are exercisable at an exercise price equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date, subject to adjustment as provided in the Warrant and expire three years after the issuance date. Each warrant is exercisable on a cashless basis in the event that there is not an effective registration statement registering the shares underlying the warrant at the time of exercise. The initial exercise price of the warrant is $0.39 per share, subject to a down-round adjustment to a floor exercise price of $0.35 per share. The Company may accelerate the right to exercise the Warrant on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on exercise of the Warrant and the closing price of the Company’s common shares exceeds two hundred (200%) per cent of the Exercise Price for five (5) trading days in a thirty (30) day period. The Warrants provide that if the Company issues or sells common stock of securities convertible or exercisable into common stock for a price lower than the exercise price of conversion price that the exercise price and conversion price will be reduced to such price, subject to a floor price of $0.35 and subject to certain exempt issuances set forth in the Debenture and Warrant. The number of shares of common stock that may be issued upon exercise of the Warrants and Debentures is subject to an Exchange Cap (as defined in the Debentures and Warrants) unless shareholder approval to exceed the Exchange Cap is approved. The parties agree to amend the Debentures and Warrants as necessary in order to comply with the requirements of the Nasdaq Capital Markets. On February 14, 2023, the Company engaged Shareholder Intelligence Services, LLC (“ShareIntel”) to utilize their patented, proprietary service offerings to obtain share trading analytic metrics designed to determine if the Company has been the target of improper and potentially illegal trading activities, including illegal naked short selling, in an effort to allow the Company to better monitor trading activity, including potential violations of SEC Regulation SHO, which governs stock and option share locate, close out and fail to deliver requirements. The Company issued a warrant to purchase up to 200,000 $0.89 vests at a rate of 1,000 warrant shares for each reduction of 10,000 shares of Reduction in Imbalances (Shorts), and will expire three years The warrants granted during the three months ended March 31, 2023 were valued using a Black-Scholes pricing model. The following assumptions were used in the Black-Scholes model: Assumptions Three months ended March 31, 2023 Exercise price $ 0.39 to 0.89 Risk free interest rate 3.96 to 4.32 % Expected life of options 3 Expected volatility of underlying stock 130.3 to 133.7 % Expected dividend rate 0 % A summary of all of the Company’s warrant activity during the period January 1, 2022 to March 31, 2023 is as follows: Warrants Number of shares Exercise price per share Weighted average exercise price Warrants: Number of Shares Warrants: Exercise price per share Warrants: Weighted average exercise price Outstanding January 1, 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 – pre-funded warrants (541,227 0.0001 0.0001 Outstanding December 31, 2022 3,664,168 $ 0.9475 to 5.00 $ 1.17 Granted 2,379,487 0.39 to 0.89 0.43 Forfeited/cancelled — — — Exercised — — — Outstanding March 31, 2023 6,043,655 $ 0.39 to 5.00 $ 0.88 The following tables summarize information about warrants outstanding as of March 31, 2023: Warrants outstanding, Exercise Price Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.39 2,179,487 2.84 2,179,487 $0.89 200,000 2.88 — $0.9475 3,166,227 4.71 3,166,227 $2.50 486,173 2.39 486,173 $5.00 11,768 0.16 11,768 6,043,655 3.78 $ 0.88 5,843,655 $ 0.88 The outstanding warrants have an intrinsic value of $ 270,256

17. Stock Options

17. Stock Options	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
17. Stock Options	17. Stock Options On November 21, 2022, the Board approved an Amendment to the Plan (“Amendment No. 3”) to increase by 9,000,000 the number of shares that may be granted under the Plan. Amendment No. 3 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 7,000,000 shares of Common Stock to 16,000,000 shares of common stock. On December 30, 2022, the Company held its 2022 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders approved amendment 3 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 9,000,000 shares of common stock. On February 14, 2023, the Compensation Committee of the Company’s Board granted the Company’s non-executive directors, under the Company’s Stock Incentive Plan; (i) an award of 131,631 stock options to each of Steven Shallcross and Andrea Mandell-Mantello, of which 54,753 vested immediately and the remaining 76,878 vest monthly over a ten month period; and (ii) an award of 154,132 stock options to Paul Sallwasser, of which 77,254 vested immediately and 76,878 vest monthly over a ten month period. The options awarded during the three months ended March 31, 2023 were valued at the date of issuance using a Black-Scholes pricing model. The following assumptions were used in the Black-Scholes model: Assumptions Three months ended March 31, 2023 Exercise price $ 0.89 Risk free interest rate 3.77 % Expected life of options 10 Expected volatility of underlying stock 200.0 % Expected dividend rate 0 % A summary of all of the Company’s option activity during the period January 1, 2022 to March 31, 2023 is as follows: Stock Option Activity Number of shares Exercise price per share Weighted average exercise price Stock Option Activity Exercise price per share Weighted Average exercise price Outstanding January 1, 2022 2,766,438 $ 1.84 to 5.10 $ 2.92 Granted 270,000 0.454 to 2.50 1.67 Forfeited/cancelled (652,375 ) 1.84 to 2.80 1.85 Exercised — — — Outstanding December 31, 2022 2,384,063 $ 0.454 to 5.10 $ 3.07 Granted 417,394 0.89 0.89 Forfeited/cancelled (60,000 ) 2.50 2.50 Exercised — — — Outstanding March 31, 2023 2,741,457 $ 0.454 to 5.10 $ 2.75 The following tables summarize information about stock options outstanding as of March 31, 2023: Stock Options Outstanding Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.45 110,000 9.50 — $0.89 417,394 9.88 209,823 $2.03 659,000 7.51 573,333 $2.50 100,000 9.00 — $2.72 25,000 3.25 25,000 $2.80 216,250 6.48 189,583 $2.96 70,313 6.27 70,313 $3.43 25,000 8.72 9,000 $4.03 1,020,000 8.26 461,667 $4.07 25,000 8.30 9,000 $4.20 25,000 8.09 9,000 $5.10 48,500 8.46 48,500 2,741,457 8.17 $ 2.75 1,605,219 $ 2.72 As of March 31, 2023, there were unvested options to purchase 1,136,238 $2,725,920 As of March 31, 2023, there was an aggregate of 2,741,457 9,588,872 3,669,671 The options outstanding at March 31, 2023 had an intrinsic value of $ 6,600

18. Revenues

18. Revenues	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
18. Revenues	18. Revenues The following table represents disaggregated revenues from our gaming operations for the three months ended March 31, 2023 and 2022. Net Gaming Revenues represents Turnover (also referred to as “Handle”), the total bets processed for the period, less customer winnings paid out, and taxes due to government authorities, Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. For the three months ended March 31, 2023 2022 Handle (Turnover) Web-based $ 199,923,035 $ 215,780,282 Land-based 8,568,521 1,785,107 Total Handle (Turnover) 208,491,556 217,565,389 Winnings/Payouts Web-based 186,131,151 200,853,821 Land-based 6,765,964 1,400,413 Total Winnings/Payouts 192,897,115 202,254,234 Gross Gaming Revenues Web-based 13,791,884 14,926,461 Land-based 1,802,557 384,694 Total Gross Gaming Revenues 15,594,441 15,311,155 Less: ADM Gaming Taxes (3,739,751 ) (3,730,830 ) Net Gaming Revenues 11,854,690 11,580,325 Add: Service Revenues 577,456 655,661 Revenues $ 12,432,146 $ 12,235,986

19. Net Loss per Common Share

19. Net Loss per Common Share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
19. Net Loss per Common Share	19. Net Loss per Common Share Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above, plus the incremental shares that would be issued upon the assumed exercise of “in-the-money” warrants using the treasury stock method and the inclusion of all convertible securities, including convertible debentures, assuming these securities were converted at the beginning of the period or at the time of issuance, if later. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the three months ended March 31, 2023 and 2022, the following restricted shares, options, warrants and convertible debentures were excluded from the computation of diluted loss per share as the result of the computation was anti-dilutive: Net Loss Per Share Description Three Months ended March 31, 2023 Three Months ended March 31, 2022 Restricted shares 5,068,033 — Convertible notes payable 2,179,487 — Options 2,741,457 2,926,438 Warrants 6,043,655 546,336 16,030,632 3,472,774

20. Segmental Reporting

20. Segmental Reporting	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
20. Segmental Reporting	20. 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 the U.S. The operating assets and liabilities of the reportable segments are as follows: Segment Reporting March 31, 2023 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 493,293 $ 520,605 $ 2,264 $ 1,016,162 Assets Current assets $ 4,695,890 $ 2,073,507 $ 286,307 $ 7,055,704 Non-Current assets 3,469,999 13,714,305 54,210 17,238,514 Liabilities Current liabilities (7,404,395 ) (3,131,815 ) (1,699,790 ) (12,236,000 ) Non-Current liabilities (1,685,900 ) (1,905,820 ) (398,640 ) (3,990,360 ) Intercompany balances 6,343,542 (4,564,484 ) (1,779,058 ) — Net asset position $ 5,419,136 $ 6,185,693 $ (3,536,971 ) $ 8,067,858 March 31, 2022 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 76,620 $ 22,938 $ 5,571 $ 105,129 Assets Current assets $ 7,839,520 $ 1,614,877 $ 562,008 $ 10,016,405 Non-Current assets 2,668,559 30,820,909 92,640 33,582,108 Liabilities Current liabilities (6,729,694 ) (1,171,806 ) (1,495,238 ) (9,396,738 ) Non-Current liabilities (1,318,442 ) (16,697,219 ) — (18,015,661 ) Intercompany balances 4,551,910 (2,114,610 ) (2,437,300 ) — Net asset position $ 7,011,853 $ 12,452,151 $ (3,277,890 ) $ 16,186,114 The segment operating results of the reportable segments are disclosed as follows: Three Months ended March 31, 2023 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 11,854,690 $ — $ — $ — $ 11,854,690 Betting platform and services revenue — 577,456 — — 577,456 Intercompany Service revenue 26,831 795,066 — (821,897 ) — 11,881,521 1,372,522 — (821,897 ) 12,432,146 Operating expenses Intercompany service expense 795,066 26,831 — (821,897 ) — Selling expenses 9,826,240 41,914 — — 9,868,154 General and administrative expenses 1,654,903 1,312,375 1,480,469 — 4,447,747 Depreciation and amortization 58,321 282,624 6,378 — 347,323 Total operating expenses 12,334,530 1,663,744 1,486,847 (821,897 ) 14,663,224 Loss from operations (453,009 ) (291,222 ) (1,486,847 ) — (2,231,078 ) Other Income (expenses) Interest expense, net (242 ) (18,694 ) (17,000 ) — (35,936 ) Amortization of debt discount — — (17,560 ) — (17,560 ) Other income 7,323 1,523 — — 8,846 Other expense (21 ) (7,663 ) (1,344 ) — (9,028 ) Loss on marketable securities — — (19,000 ) — (19,000 ) Total other income (expenses) 7,060 (24,834 ) (54,904 ) — (72,678 ) Loss before Income Taxes (445,949 ) (316,056 ) (1,541,751 ) (2,303,756 ) Income tax provision — 10,395 — — 10,395 Net Loss $ (445,949 ) $ (305,661 ) $ (1,541,751 ) $ — $ (2,293,361 ) The segment operating results of the reportable segments are disclosed as follows: Three months ended March 31, 2022 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 11,751,266 $ 484,720 $ — $ — $ 12,235,986 Intercompany Service revenue 56,127 555,693 — (611,820 ) — Total revenue 11,807,394 1,040,412 — (611,820 ) 12,235,986 Operating expenses Intercompany service expense 555,693 56,127 — (611,820 ) — Selling expenses 9,253,177 33,055 — — 9,286,232 General and administrative expenses 1,412,238 1,507,128 1,651,060 — 4,570,426 Depreciation and amortization 49,453 387,701 1,804 — 438,958 Total operating expenses 11,270,561 1,984,011 1,652,864 (611,820 ) 14,295,616 Income (Loss) from operations 536,833 (943,599 ) (1,652,864 ) — (2,059,630 ) Other income (expense) Other income 39,749 — — — 39,749 Other expense — (1,070 ) — — (1,070 ) Interest expense, net (1,212 ) (2,647 ) — — (3,859 ) Change in fair value of contingent purchase consideration — (450,013 ) — — (450,013 ) Gain on marketable securities — — 77,500 — 77,500 Total other income (expense) 38,537 (453,730 ) 77,500 — (337,693 ) Income (Loss) before Income Taxes 575,370 (1,397,329 ) (1,575,364 ) — (2,397,323 ) Income tax provision (229,534 ) 72,641 — — (156,893 ) Net Income (Loss) $ 345,836 $ (1,324,688 ) $ (1,575,364 ) $ — $ (2,554,216 )

21. Subsequent Events

21. Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
21. Subsequent Events	21. Subsequent Events On May 5, 2023 (the "Closing Date"), the Company closed a private placement offering of up to 1,500 the Investor was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”). The Investor purchased a total of 1,500 units and the Company issued Debentures for the total principal amount of $ 1,500,000 3,138,075 The Debentures mature three years from their date of issuance and bear interest at a rate of 12% per annum compounded annually and payable on the maturity date. Each Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a price equal to $0.48 per share or the Nasdaq consolidated closing bid price of the Company common stock on the Nasdaq stock market on the Closing Date, subject to adjustment as provided in the Debenture, at any time up to the Maturity Date. The Debentures are initially convertible into 3,138,075 shares of common stock, subject to anti-dilution adjustment as provided in the Debentures. The holder is guaranteed to receive a minimum of five months of interest in the event of an early repayment by the Company. In addition, the Company may accelerate this right of conversion on at least ten business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Company’s common shares exceeds two hundred percent of the Conversion Price for five trading days in a thirty day period or (ii) the Company wishes to redeem or pre-pay the Debentures prior to the Maturity Date. If at any time that the common shares issuable to the Investor on conversion of the Debentures in whole or in part would be free trading without resale restrictions or statutory hold periods, the Debentures are redeemable by the Company at any time or times prior to the Maturity Date on not less than ten Business Days prior written notice from the Company to the Investor of the proposed date of Redemption (the “Redemption Date”), without bonus or penalty, provided, however, that prior to the Redemption Date, the Investor has the right to convert the whole or any part of the principal and accrued and unpaid interest of the Debentures into common shares of the Company. The Warrants are exercisable at an exercise price equal to $0.48 per share or the Nasdaq consolidated closing bid price of the Company common stock on the Nasdaq stock market on the Closing Date, subject to adjustment as provided in the Warrant and expire three years after the issuance date. Each Warrant is exercisable on a cashless basis in the event that there is not an effective registration statement registering the shares underlying the Warrant at the time of exercise. The Company may accelerate the right to exercise the Warrants on at least ten business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on exercise of the Warrants and the closing price of the Company’s common shares exceeds two hundred percent of the Exercise Price for five trading days in a thirty day period. The Warrants and Debentures provide that if the Company issues or sells common stock of securities convertible or exercisable into common stock for a price lower than the exercise price of conversion price that the exercise price and conversion price will be reduced to such price, subject to a floor price of $0.35 and subject to certain exempt issuances set forth in the Debenture and Warrant. The number of shares of common stock that may be issued upon conversion of the Debentures and exercise of the Warrants is subject to an Exchange Cap (as defined in the Debenture and Warrant) unless shareholder approval to exceed the Exchange Cap is approved. The parties agree to amend the Debentures and Warrants as necessary in order to comply with the requirements of the Nasdaq Capital Markets. The Debentures are secured by a senior security interest in all of the assets of the Company pursuant to a Security Agreement. The Company’s primary assets consist of certain business operations and licenses in multiple jurisdictions, trademarks and other intellectual property, betting technology and products. Following an event of default under the Debenture, the Investor will have all available rights under the Security Agreement and applicable law to enforce their rights as a secured creditor, including to sell, assign, transfer, pledge, encumber or otherwise dispose of the secured assets, and to exercise any other available rights and remedies upon the occurrence of an event of default as described in the Debenture. Other than disclosed above, the Company has evaluated subsequent events through the date the financial statements were issued and 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)	3 Months Ended
	Mar. 31, 2023
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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The balance sheet at December 31, 2022 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, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 17, 2023. 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	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	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 U.S. dollars during the periods 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.
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, using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 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, 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 developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The carrying value of the Company's accounts receivables, gaming accounts receivable, lines of credit - bank, accounts payable, gaming accounts payable and bank loans payable approximate fair value because of the short-term maturity of these financial instruments.
Derivative Financial Instruments	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 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. To date, the Company has not been exposed to the recent U.S. bank failures and we do not anticipate any adverse impact on the Company’s cash balances.
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 months ended March 31, 2023.
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.
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.
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 years Furniture and fittings 7 to 10 years Computer Software 3 to 5 years Vehicles 4 to 5 years
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: Intangible Useful lives Description Useful Life (in years) Betting Platform Software 15 Multigioco and Rifa ADM Licenses 1.5 to 7 Location contracts 5 to 7 Customer relationships 10 to 18 Trademarks/Tradenames 10 to 14 Websites 5 Non-compete agreements 4
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 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. Goodwill was recently assessed on December 31, 2022 and as of March 31, 2023 there were no qualitative indications that impairment of intangible assets or goodwill may be appropriate.
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 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 2017 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.
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 Unaudited Condensed 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.
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, 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.
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.
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 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended March 31, 2023. 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 Company’s condensed 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 (ii) provider of certified betting Platform software services to leisure betting establishments in the U.S. and 9 other countries.

2. Accounting Policies and Es_3

2. Accounting Policies and Estimates (Tables)	3 Months Ended
	Mar. 31, 2023
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 years Furniture and fittings 7 to 10 years Computer Software 3 to 5 years Vehicles 4 to 5 years
Intangible Useful lives	Intangible Useful lives Description Useful Life (in years) Betting Platform Software 15 Multigioco and Rifa ADM Licenses 1.5 to 7 Location contracts 5 to 7 Customer relationships 10 to 18 Trademarks/Tradenames 10 to 14 Websites 5 Non-compete agreements 4

4. Acquisition of subsidiaries

4. Acquisition of subsidiaries (Tables)	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisition of subsidiaries	Amount Consideration 3,018,461 $ 1,735,615 Total purchase consideration $ 1,735,615 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 94,450 Accounts receivable – Related party 555,634 Other Current assets 22,377 Property and equipment 36,135 Right-of-use assets 47,335 $ 755,931 Less: liabilities assumed Current liabilities assumed $ (425,882 ) Related party payables (130,278 ) Operating lease liabilities (47,335 ) Non-current liabilities assumed (171,051 ) $ (774,546 ) Net identifiable assets acquired and liabilities assumed (18,615 ) Goodwill 1,754,230 $ 1,735,615
Acquisition Combined Earnings	Revenue Earnings Actual for the period from acquisition to March 31, 2023 $ — $ (9,433 ) 2023 supplemental pro forma from January 1, 2023 to March 31, 2023 $ 12,432,146 $ (2,322,347 ) 2022 supplemental pro forma from January 1, 2022 to March 31, 2022 $ 12,237,047 $ (2,594,794 )

6. Property and equipment (Tabl

6. Property and equipment (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Plant and equipment	March 31, 2023 December 31, 2022 Cost Accumulated depreciation Net book value Net book value Leasehold improvements $ 139,818 $ (46,464 ) $ 93,354 $ 17,876 Computer and office equipment 1,215,894 (894,161 ) 321,733 307,602 Fixtures and fittings 485,346 (284,143 ) 201,203 160,122 Vehicles 14,718 (14,718 ) — — Computer software 722,226 (236,315 ) 485,911 125,252 $ 2,578,002 $ (1,475,801 ) $ 1,102,201 $ 610,852

7. Leases (Tables)

7. Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
Right of use assets included in the condensed consolidated balance sheet are as follows:	Right of use assets included in the condensed consolidated balance sheet are as follows: March 31, 2023 December 31, 2022 Non-current assets Right of use assets - operating leases, net of amortization $ 1,741,917 $ 1,498,703 Right of use assets - finance leases, net of depreciation – included in property and equipment $ 7,070 $ 8,884 Lease costs consists of the following: Three Months Ended March 31, 2023 2022 Finance lease cost: Amortization of financial lease assets $ 1,904 $ 2,011 Interest expense on lease liabilities 107 141 Operating lease cost 306,467 89,015 Total lease cost $ 308,478 $ 91,167 Other lease information: Three Months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ (107 ) $ (141 ) Operating cash flows from operating leases (306,467 ) (89,015 ) Financing cash flows from finance leases (1,999 ) (2,062 ) Weighted average remaining lease term – finance leases 1.94 1.70 Weighted average remaining lease term – operating leases 4.19 4.24 Weighted average discount rate – finance leases 5.25 % 3.73 % Weighted average discount rate – operating leases 3.15 % 2.61 % Maturity of Leases Finance lease liability The amount of future minimum lease payments under finance leases are as follows:
Leases - Finance lease liability	Finance lease liability Amount Remainder of 2023 $ 5,101 2024 1,276 2025 494 2026 494 2027 372 Total undiscounted minimum future lease payments 7,737 Imputed interest (525 ) Total finance lease liability $ 7,212 Disclosed as: Current portion $ 5,588 Non-Current portion 1,624 $ 7,212
Leases - Operating lease liability	Operating lease liability Amount Remainder of 2023 $ 353,422 2024 436,883 2025 391,702 2026 327,917 2027 and thereafter 270,473 Total undiscounted minimum future lease payments 1,780,397 Imputed interest (87,237 ) Total operating lease liability $ 1,693,160 Disclosed as: Current portion $ 403,462 Non-Current portion 1,289,698 $ 1,693,160

8. Intangible Assets (Tables)

8. Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	March 31, 2023 December 31, 2022 Cost Accumulated amortization Net book value Net book value Betting platform software $ 9,144,884 $ (1,980,887 ) $ 7,163,997 $ 6,776,486 Licenses 974,984 (965,034 ) 9,950 11,864 Location contracts 1,000,000 (1,000,000 ) — — Customer relationships 3,395,927 (1,188,179 ) 2,207,748 2,323,905 Trademarks 1,537,426 (311,609 ) 1,225,817 1,263,269 Non-compete agreements 764,167 (764,167 ) — — Websites 40,000 (40,000 ) — — $ 16,857,388 $ (6,249,876 ) $ 10,607,512 $ 10,375,524
Intangible Assets - Amortization Expense	Amortization Expense Amount Remainder of 2023 $ 941,514 2024 1,250,821 2025 1,247,075 2026 1,247,075 2027 1,239,075 Total estimated amortization expense $ 5,925,560

9. Goodwill (Tables)

9. Goodwill (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	March 31, 2023 December 31, 2022 Cost Opening balance as of January 1, $ 28,686,661 $ 28,687,051 Acquisition of Engage IT Services, Srl 1,754,230 — Foreign exchange movements (86 ) (390 ) Closing balance as of period end 30,440,805 28,686,661 Accumulated Impairment charge Opening balance as of January 1, (27,024,383 ) (12,522,714 ) Impairment charge — (14,501,669 ) Closing balance as of period end (27,024,383 ) (27,024,383 ) Goodwill, net of impairment charges $ 3,416,422 $ 1,662,278

11. Bank Loan Payable (Tables)

11. Bank Loan Payable (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Bank Loans Payablel	Bank loans payable Amount Within 1 year $ 3,097 1 to 2 years 3,215 2 to 3 years 3,338 3 to 4 years 3,465 5 years and thereafter 139,628 Total $ 152,743 Disclosed as: Current portion $ 3,097 Non-Current portion 149,646 $ 152,743

12. Convertible notes payable (

12. Convertible notes payable (Tables)	3 Months Ended
	Mar. 31, 2023
Convertible Notes Payable
Convertible notes payable	Convertible Notes Payable March 31, 2023 Principal outstanding Opening balance $ — Advances to the Company 350,000 Closing balance 350,000 Accrued Interest Opening balance — Accrued interest 7,000 Closing balance 7,000 Debt Discount Opening balance — Debt discount on valuation of warrants (200,086 ) Amortization of debt discount 7,231 ( 192,855 ) Total $ 164,145

13. Other Long-term Liabiliti_2

13. Other Long-term Liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Other Long-term Liablitlies	March 31, 2023 December 31, 2022 Severance liability $ 674,715 $ 464,851

14. Related Parties (Tables)

14. Related Parties (Tables)	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Promissory notes payable - Related Party (Details Narrative)	March 31, 2023 December 31, 2022 Principal outstanding Opening balance $ 715,000 $ 50,000 Loans advanced – Braydon Capital Corp — 360,000 Loans advanced – Victor Salerno — 305,000 Closing balance 715,000 715,000 Accrued Interest Opening balance 37,000 1,878 Accrued interest 17,523 35,122 Closing balance 54,523 37,000 Total $ 769,523 $ 752,000
Convertible notes payable - Related Party (Details Narrative)	March 31, 2023 Principal outstanding Opening balance $ — Advances to the Company 500,000 Closing balance 500,000 Accrued Interest Opening balance — Accrued interest 10,000 Closing balance 10,000 Debt Discount Opening balance — Debt discount on valuation of warrants (285,836 ) Amortization of debt discount 10,329 ( 275,507 ) Total $ 234,493
Related Party Receivables	Related Party Receivables March 31, 2023 December 31, 2022 Related Party payable Related Party payables Engage IT Services, Srl $ — $ (406,467 ) Related Party payables Luca Pasquini (130,468 ) (459 ) Related Party payables Michele Ciavarella (16,468 ) (15,203 ) Related Party payables $ (146,936 ) $ (422,129 ) Related Party Receivable Related Party Receivables Victor Salerno $ 22,511 $ 22,511 Related Party Receivables $ 22,511 $ 22,511

15. Stockholders_ Equity (Table

15. Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Restricted Stock	Vesting of Restricted Stock Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2023 — $ — — $ — — $ — Granted and issued 5,366,155 0.575 5,366,155 0.575 — — Forfeited/Cancelled — — — — — — Vested — — (298,122 ) (0.575 ) 298,122 0.575 Outstanding March 31, 2023 5,366,155 $ 0.575 5,068,033 $ 0.575 298,122 $ 0.575

16. Warrants (Tables)

16. Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Warrants
Warrants Assumptions	Assumptions Three months ended March 31, 2023 Exercise price $ 0.39 to 0.89 Risk free interest rate 3.96 to 4.32 % Expected life of options 3 Expected volatility of underlying stock 130.3 to 133.7 % Expected dividend rate 0 %
Warrants	Warrants Number of shares Exercise price per share Weighted average exercise price Warrants: Number of Shares Warrants: Exercise price per share Warrants: Weighted average exercise price Outstanding January 1, 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 – pre-funded warrants (541,227 0.0001 0.0001 Outstanding December 31, 2022 3,664,168 $ 0.9475 to 5.00 $ 1.17 Granted 2,379,487 0.39 to 0.89 0.43 Forfeited/cancelled — — — Exercised — — — Outstanding March 31, 2023 6,043,655 $ 0.39 to 5.00 $ 0.88
Warrants oustanding, exercise price (Details Narrative)	Warrants outstanding, Exercise Price Warrants outstanding Warrants exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.39 2,179,487 2.84 2,179,487 $0.89 200,000 2.88 — $0.9475 3,166,227 4.71 3,166,227 $2.50 486,173 2.39 486,173 $5.00 11,768 0.16 11,768 6,043,655 3.78 $ 0.88 5,843,655 $ 0.88

17. Stock Options (Tables)

17. Stock Options (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock option Assumptions	Assumptions Three months ended March 31, 2023 Exercise price $ 0.89 Risk free interest rate 3.77 % Expected life of options 10 Expected volatility of underlying stock 200.0 % Expected dividend rate 0 %
Stock Option Activity	Stock Option Activity Number of shares Exercise price per share Weighted average exercise price Stock Option Activity Exercise price per share Weighted Average exercise price Outstanding January 1, 2022 2,766,438 $ 1.84 to 5.10 $ 2.92 Granted 270,000 0.454 to 2.50 1.67 Forfeited/cancelled (652,375 ) 1.84 to 2.80 1.85 Exercised — — — Outstanding December 31, 2022 2,384,063 $ 0.454 to 5.10 $ 3.07 Granted 417,394 0.89 0.89 Forfeited/cancelled (60,000 ) 2.50 2.50 Exercised — — — Outstanding March 31, 2023 2,741,457 $ 0.454 to 5.10 $ 2.75
Stock Options - Stock options outstanding	Stock Options Outstanding Options outstanding Options exercisable Exercise price Number of shares Weighted average remaining years Weighted average exercise price Number of shares Weighted average exercise price $0.45 110,000 9.50 — $0.89 417,394 9.88 209,823 $2.03 659,000 7.51 573,333 $2.50 100,000 9.00 — $2.72 25,000 3.25 25,000 $2.80 216,250 6.48 189,583 $2.96 70,313 6.27 70,313 $3.43 25,000 8.72 9,000 $4.03 1,020,000 8.26 461,667 $4.07 25,000 8.30 9,000 $4.20 25,000 8.09 9,000 $5.10 48,500 8.46 48,500 2,741,457 8.17 $ 2.75 1,605,219 $ 2.72

18. Revenues (Tables)

18. Revenues (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenues	For the three months ended March 31, 2023 2022 Handle (Turnover) Web-based $ 199,923,035 $ 215,780,282 Land-based 8,568,521 1,785,107 Total Handle (Turnover) 208,491,556 217,565,389 Winnings/Payouts Web-based 186,131,151 200,853,821 Land-based 6,765,964 1,400,413 Total Winnings/Payouts 192,897,115 202,254,234 Gross Gaming Revenues Web-based 13,791,884 14,926,461 Land-based 1,802,557 384,694 Total Gross Gaming Revenues 15,594,441 15,311,155 Less: ADM Gaming Taxes (3,739,751 ) (3,730,830 ) Net Gaming Revenues 11,854,690 11,580,325 Add: Service Revenues 577,456 655,661 Revenues $ 12,432,146 $ 12,235,986

19. Net Loss per Common Share (

19. Net Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Net Income (Loss) per Common Share	Net Loss Per Share Description Three Months ended March 31, 2023 Three Months ended March 31, 2022 Restricted shares 5,068,033 — Convertible notes payable 2,179,487 — Options 2,741,457 2,926,438 Warrants 6,043,655 546,336 16,030,632 3,472,774

20. Segmental Reporting (Tables

20. Segmental Reporting (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting March 31, 2023 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 493,293 $ 520,605 $ 2,264 $ 1,016,162 Assets Current assets $ 4,695,890 $ 2,073,507 $ 286,307 $ 7,055,704 Non-Current assets 3,469,999 13,714,305 54,210 17,238,514 Liabilities Current liabilities (7,404,395 ) (3,131,815 ) (1,699,790 ) (12,236,000 ) Non-Current liabilities (1,685,900 ) (1,905,820 ) (398,640 ) (3,990,360 ) Intercompany balances 6,343,542 (4,564,484 ) (1,779,058 ) — Net asset position $ 5,419,136 $ 6,185,693 $ (3,536,971 ) $ 8,067,858 March 31, 2022 Betting establishments Betting platform software and services All other Total Purchase of Non-Current assets $ 76,620 $ 22,938 $ 5,571 $ 105,129 Assets Current assets $ 7,839,520 $ 1,614,877 $ 562,008 $ 10,016,405 Non-Current assets 2,668,559 30,820,909 92,640 33,582,108 Liabilities Current liabilities (6,729,694 ) (1,171,806 ) (1,495,238 ) (9,396,738 ) Non-Current liabilities (1,318,442 ) (16,697,219 ) — (18,015,661 ) Intercompany balances 4,551,910 (2,114,610 ) (2,437,300 ) — Net asset position $ 7,011,853 $ 12,452,151 $ (3,277,890 ) $ 16,186,114 The segment operating results of the reportable segments are disclosed as follows: Three Months ended March 31, 2023 Betting establishments Betting platform software and services All other Adjustments Total Net Gaming Revenue $ 11,854,690 $ — $ — $ — $ 11,854,690 Betting platform and services revenue — 577,456 — — 577,456 Intercompany Service revenue 26,831 795,066 — (821,897 ) — 11,881,521 1,372,522 — (821,897 ) 12,432,146 Operating expenses Intercompany service expense 795,066 26,831 — (821,897 ) — Selling expenses 9,826,240 41,914 — — 9,868,154 General and administrative expenses 1,654,903 1,312,375 1,480,469 — 4,447,747 Depreciation and amortization 58,321 282,624 6,378 — 347,323 Total operating expenses 12,334,530 1,663,744 1,486,847 (821,897 ) 14,663,224 Loss from operations (453,009 ) (291,222 ) (1,486,847 ) — (2,231,078 ) Other Income (expenses) Interest expense, net (242 ) (18,694 ) (17,000 ) — (35,936 ) Amortization of debt discount — — (17,560 ) — (17,560 ) Other income 7,323 1,523 — — 8,846 Other expense (21 ) (7,663 ) (1,344 ) — (9,028 ) Loss on marketable securities — — (19,000 ) — (19,000 ) Total other income (expenses) 7,060 (24,834 ) (54,904 ) — (72,678 ) Loss before Income Taxes (445,949 ) (316,056 ) (1,541,751 ) (2,303,756 ) Income tax provision — 10,395 — — 10,395 Net Loss $ (445,949 ) $ (305,661 ) $ (1,541,751 ) $ — $ (2,293,361 ) The segment operating results of the reportable segments are disclosed as follows: Three months ended March 31, 2022 Betting establishments Betting platform software and services All other Adjustments Total Revenue $ 11,751,266 $ 484,720 $ — $ — $ 12,235,986 Intercompany Service revenue 56,127 555,693 — (611,820 ) — Total revenue 11,807,394 1,040,412 — (611,820 ) 12,235,986 Operating expenses Intercompany service expense 555,693 56,127 — (611,820 ) — Selling expenses 9,253,177 33,055 — — 9,286,232 General and administrative expenses 1,412,238 1,507,128 1,651,060 — 4,570,426 Depreciation and amortization 49,453 387,701 1,804 — 438,958 Total operating expenses 11,270,561 1,984,011 1,652,864 (611,820 ) 14,295,616 Income (Loss) from operations 536,833 (943,599 ) (1,652,864 ) — (2,059,630 ) Other income (expense) Other income 39,749 — — — 39,749 Other expense — (1,070 ) — — (1,070 ) Interest expense, net (1,212 ) (2,647 ) — — (3,859 ) Change in fair value of contingent purchase consideration — (450,013 ) — — (450,013 ) Gain on marketable securities — — 77,500 — 77,500 Total other income (expense) 38,537 (453,730 ) 77,500 — (337,693 ) Income (Loss) before Income Taxes 575,370 (1,397,329 ) (1,575,364 ) — (2,397,323 ) Income tax provision (229,534 ) 72,641 — — (156,893 ) Net Income (Loss) $ 345,836 $ (1,324,688 ) $ (1,575,364 ) $ — $ (2,554,216 )

Plant and Equipment Useful live

Plant and Equipment Useful lives (Details)	Mar. 31, 2023
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Fixtures and fittings | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Fixtures and fittings | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Computer Software, Intangible Asset [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Computer Software, Intangible Asset [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Vehicles [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years
Vehicles [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years

Intangible Useful lives (Detail

Intangible Useful lives (Details)	Mar. 31, 2023
Intellectual Property [Member]
Property, Plant and Equipment [Line Items]
Useful Life	15 years
Licensing Agreements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	1 year 6 months
Licensing Agreements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Contractual Rights [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Contractual Rights [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Customer Relationships [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Customer Relationships [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	18 years
Trademarks [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Trademarks [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Life	14 years
Websites
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Noncompete Agreements [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years

Acquisition of subsidiaries (De

Acquisition of subsidiaries (Details) - 6 months ended Jun. 30, 2023	USD ($) shares	EUR (€)
Business Combination and Asset Acquisition [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	3,018,461
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 1,735,615	€ 1,080,000
Total purchase consideration	1,735,615
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	94,450
Accounts receivable – Related party	555,634
Other Current assets	22,377
Property and equipment	36,135
Right-of-use assets	47,335
Current liabilities assumed	(425,882)
Related party payables	(130,278)
Operating lease liabilities	(47,335)
Non-current liabilities assumed	(171,051)
Net identifiable assets acquired and liabilities assumed	(18,615)
Goodwill	$ 1,754,230

Acquisition Combined Earnings (

Acquisition Combined Earnings (Details) - USD ($)	3 Months Ended		15 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 12,432,146	$ 12,237,047
Earnings	$ (2,322,347)	$ (2,594,794)	$ (9,433)

4. Acquisition of subsidiarie_2

4. Acquisition of subsidiaries (Details Narrative)	3 Months Ended		6 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 EUR (€)
Business Combination and Asset Acquisition [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			$ 1,735,615	€ 1,080,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares			3,018,461
Business Acquisition, Share Price | $ / shares			$ 0.39
Adjustment for Long-Term Intercompany Transactions, Net of Tax	$ 75,062	$ 88,615
Amortization	1,251
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 15,500
Legal Fees		$ 15,000

Plant and equipment (Details)

Plant and equipment (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2,578,002
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(1,475,801)
Property, Plant and Equipment, Net	1,102,201	$ 610,852
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	139,818
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(46,464)
Property, Plant and Equipment, Net	93,354	17,876
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,215,894
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(894,161)
Property, Plant and Equipment, Net	321,733	307,602
Fixtures and fittings
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	485,346
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(284,143)
Property, Plant and Equipment, Net	201,203	160,122
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	14,718
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(14,718)
Property, Plant and Equipment, Net
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net
Computer Software, Intangible Asset [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	722,226
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(236,315)
Property, Plant and Equipment, Net	$ 485,911	$ 125,252

6. Property and equipment (Deta

6. Property and equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 62,228	$ 51,251

Right of use assets included in

Right of use assets included in the condensed consolidated balance sheet are as follows: (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Leases [Abstract]
Right of use assets - operating leases, net of amortization	$ 1,741,917		$ 1,498,703
Right of use assets - finance leases, net of depreciation – included in property and equipment	7,070		$ 8,884
Amortization of financial lease assets	1,904	$ 2,011
Interest expense on lease liabilities	107	141
Operating lease cost	306,467	89,015
Total lease cost	308,478	91,167
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	(107)	(141)
Operating cash flows from operating leases	(306,467)	(89,015)
Financing cash flows from finance leases	$ (1,999)	$ (2,062)
Finance Lease, Weighted Average Remaining Lease Term	1 year 11 months 8 days	1 year 8 months 12 days
Operating Lease, Weighted Average Remaining Lease Term	4 years 2 months 8 days	4 years 2 months 26 days
Finance Lease, Weighted Average Discount Rate, Percent	5.25%	3.73%
Operating Lease, Weighted Average Discount Rate, Percent	3.15%	2.61%

Leases - Finance lease liabilit

Leases - Finance lease liability (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Remainder of 2023	$ 5,101
2024	1,276
2025	494
2026	494
2027	372
Total undiscounted minimum future lease payments	7,737
Imputed interest	(525)
Total finance lease liability	7,212
Current portion	5,588	$ 6,831
Non-Current portion	$ 1,624	$ 2,288

Leases - Operating lease liabil

Leases - Operating lease liability (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Remainder of 2023	$ 353,422
2024	436,883
2025	391,702
2026	327,917
2027 and thereafter	270,473
Total undiscounted minimum future lease payments	1,780,397
Imputed interest	(87,237)
Total operating lease liability	1,693,160
Current portion	403,462	$ 369,043
Non-Current portion	$ 1,289,698

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 16,857,388
Accumulated amortization	(6,249,876)
Net book value	10,607,512	$ 10,375,524
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	9,144,884
Accumulated amortization	(1,980,887)
Net book value	7,163,997	6,776,486
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	974,984
Accumulated amortization	(965,034)
Net book value	9,950	11,864
Contractual Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,000,000
Accumulated amortization	(1,000,000)
Net book value
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	3,395,927
Accumulated amortization	(1,188,179)
Net book value	2,207,748	2,323,905
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,537,426
Accumulated amortization	(311,609)
Net book value	1,225,817	1,263,269
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	764,167
Accumulated amortization	(764,167)
Net book value
Websites
Finite-Lived Intangible Assets [Line Items]
Cost	40,000
Accumulated amortization	(40,000)
Net book value		$ 0

Intangible Assets - Amortizatio

Intangible Assets - Amortization Expense (Details) - USD ($)	12 Months Ended					60 Months Ended
	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract]
Operating Lease, Payments	$ 1,239,075	$ 1,247,075	$ 1,247,075	$ 1,250,821	$ 941,514	$ 5,925,560

Goodwill (Details)

Goodwill (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Opening balance as of January 1,	$ 28,686,661	$ 28,687,051
Acquisition of Engage IT Services, Srl	1,754,230
Foreign exchange movements	(86)	(390)
Closing balance as of period end	30,440,805	28,686,661
Opening balance as of January 1,	(27,024,383)	(12,522,714)
Impairment charge		(14,501,669)
Closing balance as of period end	(27,024,383)	(27,024,383)
Goodwill, net of impairment charges	$ 3,416,422	$ 1,662,278

8. Intangible Assets (Details N

8. Intangible Assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 285,008	$ 387,618

10. Marketable Securities (Deta

10. Marketable Securities (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Investments, All Other Investments [Abstract]
Marketable Securities, shares | shares	2,500,000
Investment Company, Gain (Loss) on Investment, Per Share | $ / shares	$ 0.0004
Unrealized Gain (Loss) on Investments | $	$ 19,000

Bank Loans Payablel (Details)

Bank Loans Payablel (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Within 1 year	$ 3,097
1 to 2 years	3,215
2 to 3 years	3,338
3 to 4 years	3,465
5 years and thereafter	139,628
Total	152,743
Current portion	3,097
Non-Current portion	$ 149,646	$ 148,169

11. Bank Loan Payable (Details

11. Bank Loan Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
SBA Loan	$ 150,000
Federal Home Loan Bank, Advances, Activity for Year, Average Interest Rate for Year	3.75%
Monthly Installments	$ 731
Bank Loan Payable	149,646	$ 148,169
Payments for (Proceeds from) Federal Home Loan Bank Stock	4,402
Bank Loan Payable [Member]
Short-Term Debt [Line Items]
Bank Loan Payable	144,430
Interest Payable, Current	$ 8,313

Convertible notes payable (Deta

Convertible notes payable (Details) - USD ($)	1 Months Ended		3 Months Ended
	May 05, 2023	Jan. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Debt Conversion [Line Items]
Opening balance	$ 164,145
Advances to the Company	$ 1,500,000	$ 850,000	350,000
Accrued interest			7,000
Total			164,145
Convertible Note Member
Debt Conversion [Line Items]
Debt discount on valuation of warrants			(200,086)
Amortization of debt discount			7,231
Convertible Note - discount			$ 192,855

12. Convertible notes payable_2

12. Convertible notes payable (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	May 05, 2023	Jan. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Debt Conversion [Line Items]
Convertible debenture funding	1,500	2,000	2,179,487
Terms	the Investor was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”).	Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”)
Debenture units			850
Convertible debenture funding	$ 1,500,000	$ 850,000	$ 350,000
Convertible debenture funding	3,138,075	2,179,487
Interest rate			12%
Share price, floor			$ 0.35
Convertible Note Payable [Member]
Debt Conversion [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.39

Other Long-term Liablitlies (De

Other Long-term Liablitlies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Supplemental Unemployment Benefits, Severance Benefits	$ 674,715	$ 464,851

Promissory notes payable - Rela

Promissory notes payable - Related Party (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Conversion [Line Items]
Opening balance	$ 715,000	$ 50,000
Loans advanced – Braydon Capital Corp		360,000
Loans advanced – Victor Salerno		305,000
Closing balance	715,000	715,000
Promissory notes payable - Related Parties	769,523	752,000
Promissory Notes Payable Related Party [Member]
Debt Conversion [Line Items]
Opening balance	37,000	1,878
Accrued interest	17,523	35,122
Closing balance	$ 54,523	$ 37,000

Related Party Receivables (Deta

Related Party Receivables (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Related Party payables	$ (146,936)	$ (422,129)
Related Party Receivables	22,511	22,511
Engage I Tsrl [Member]
Related Party Transaction [Line Items]
Related Party payables		(406,467)
Luca Pasquini
Related Party Transaction [Line Items]
Related Party payables	(130,468)	(459)
Michele Ciavarella [Member]
Related Party Transaction [Line Items]
Related Party payables	(16,468)	(15,203)
Victor Salerno [Member]
Related Party Transaction [Line Items]
Related Party Receivables	$ 22,511	$ 22,511

Convertible notes payable - Rel

Convertible notes payable - Related Party (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Debt Conversion [Line Items]
Opening balance
Advances to the Company	500,000
Closing balance	500,000
Convertible Long Term Notes Payable Related Parties	234,493
Convertible Notes Payable Related Party [Member]
Debt Conversion [Line Items]
Opening balance
Accrued interest	10,000
Closing balance	10,000
Debt discount on valuation of warrants	(285,836)
Amortization of debt discount	10,329
Convertible Note - discount	$ 275,507

14. Related Parties (Details Na

14. Related Parties (Details Narrative)	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended	12 Months Ended
	Feb. 14, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Sep. 22, 2022 USD ($)	Sep. 26, 2022 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Mar. 29, 2022 $ / shares shares	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Reduce annual base compensation | $		$ 372,000
Due to related party | $		$ 715,000			$ 715,000			$ 50,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares		1,136,238
Victor Salerno [Member]
Related Party Transaction [Line Items]
Advance to USB | $		$ 100,000	$ 305,000
Debt forgiven | $		50,000
Due to related party | $		$ 50,000
Related Party Transaction, Rate		8%	10%
Default Clause			unpaid principal would attract an additional 25% penalty and additional interest of 5% per annum
Luca Pasquini
Related Party Transaction [Line Items]
Subsidiary, Ownership Percentage, Noncontrolling Owner		5.70%			34%
Luca Pasquini
Related Party Transaction [Line Items]
Stock based compensation, shares				500,000
Stock based compensation | $				$ 226,800
Stock Issued During Period, Shares, Acquisitions		1,026,277
Michele Ciavarella [Member]
Related Party Transaction [Line Items]
Stock based compensation, shares				300,000
Stock based compensation | $				$ 136,080
Carlo Reali [Member]
Related Party Transaction [Line Items]
Stock based compensation, shares				200,000
Stock based compensation | $				$ 90,720
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized							100,000
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares							$ 2.50
Salary and Wage, Officer, Excluding Cost of Good and Service Sold					$ 42,930	€ 40,000
Salary					82,244	€ 76,632
Paul Sallwasser [Member]
Related Party Transaction [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	154,132
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.89
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares	77,254
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	76,878
Steven Shallcross [Member]
Related Party Transaction [Line Items]
Stock based compensation, shares	22,472
Stock based compensation | $	$ 20,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	131,631
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.89
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares	54,753
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	76,878
Andrea Mandel Mantello [Member]
Related Party Transaction [Line Items]
Stock based compensation, shares	44,944
Stock based compensation | $	$ 40,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	131,631
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.89
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares	54,753
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	76,878
Aiden Ciavarella [Member]
Related Party Transaction [Line Items]
Salary | $					$ 75,000

Restricted Stock (Details)

Restricted Stock (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Comon stock, shares	5,366,155
Restricted Comon stock, weighted average share price | $ / shares	$ 0.575
Restricted Unvested comon stock, shares	5,068,033
Restricted Vested comon stock, shares	298,122

15. Stockholders_ Equity (Detai

15. Stockholders’ Equity (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 29, 2023	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted Stock or Unit Expense		$ 171,422	$ 425,000
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted Comon stock, shares		67,416
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture		$ 60,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted Comon stock, shares	5,366,155
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	$ 3,085,339

Warrants Assumptions (Details)

Warrants Assumptions (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares
Expected life of options	3 years
Expected dividend rate	0%
Minimum [Member]
Exercise price	$ 0.39
Risk free interest rate	396%
Expected volatility of underlying stock	130.30%
Maximum [Member]
Exercise price	$ 0.89
Risk free interest rate	432%
Expected volatility of underlying stock	133.70%

Warrants (Details)

Warrants (Details) - Warrant [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants: Number of Shares
Class Of Warrant or Right Outstanding, Beginning	3,664,168	546,336
[custom:PrefundedWarrantsIssuedDuringPeriod]		541,227
Granted	2,379,487	3,166,227
Forfeited/cancelled		(48,395)
Warrants Excercised During Period		(541,227)
Class Of Warrant or Right Outstanding, Ending	6,043,655	3,664,168	546,336
Warrants: Exercise price per share
Warrant Exercise Price Per Share Exercised		$ 0.0001
Warrant Exercise Price Per Share Forfeited		3.75
Warrants: Weighted average exercise price
Weighted average exercise price	$ 0.88	1.17	$ 2.66
Minimum [Member]
Warrants: Exercise price per share
Warrant Exercise Price Per Share	0.39	0.9475	2.50
Warrant Exercise Price Per Share Granted	0.39		0.9475
Warrant Exercise Price Per Share Granted Prefunded			0.0001
Warrant Exercise Price Per Share	0.9475	2.50
Warrants: Weighted average exercise price
Warrants Average Exercise Price Per Share, Granted	0.43
Maximum [Member]
Warrants: Exercise price per share
Warrant Exercise Price Per Share	5	5	$ 5
Warrant Exercise Price Per Share Granted	0.89
Warrant Exercise Price Per Share	$ 5	$ 5

16. Warrants (Details Narrative

16. Warrants (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Warrants	6,043,655	546,336
Warrant intrinsic value	$ 270,256
Share Intel [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Warrants	200,000
Warrants	$ 0.89
Terms	vests at a rate of 1,000 warrant shares for each reduction of 10,000 shares of Reduction in Imbalances (Shorts), and will expire three years

Warrants oustanding, exercise p

Warrants oustanding, exercise price (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrant Price. 39 [Member]
Class of Warrant or Right [Line Items]
Number of shares	2,179,487
Weighted average remianing years	2 years 10 months 2 days
Warrant Price. 89 [Member]
Class of Warrant or Right [Line Items]
Number of shares	200,000
Weighted average remianing years	2 years 10 months 17 days
Warrant Price. 9475 [Member]
Class of Warrant or Right [Line Items]
Number of shares	3,166,227
Weighted average remianing years	4 years 8 months 15 days
Warrant Price 2. 5 [Member]
Class of Warrant or Right [Line Items]
Number of shares	486,173
Weighted average remianing years	2 years 4 months 20 days
Warrant Price 5. 00 [Member]
Class of Warrant or Right [Line Items]
Number of shares	11,768
Weighted average remianing years	1 month 28 days
Warrant [Member]
Class of Warrant or Right [Line Items]
Number of shares	6,043,655	3,664,168	546,336
Weighted average remianing years	3 years 9 months 10 days
Weighter Average number of shares	5,843,655

Stock option Assumptions (Detai

Stock option Assumptions (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares
Share-Based Payment Arrangement [Abstract]
Exercise price	$ 0.89
Risk free interest rate	3.77%
Expected life of options	10
Expected volatility of underlying stock	200%
Expected dividend rate	0%

Stock Option Activity (Details)

Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stock Option Activity
Number of shares, ending	2,741,457
Weighted Average exercise price
Outstanding, ending	$ 2.75
Share-Based Payment Arrangement [Member]
Stock Option Activity
Number of shares, beginning	2,384,063	2,766,438
Granted	417,394	270,000
Forfeited/cancelled	(60,000)	(652,375)
Exercised
Number of shares, ending	2,741,457	2,384,063
Weighted Average exercise price
Outstanding, beginning	$ 3.07	$ 2.92
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	0.89	1.67
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	2.50	1.85
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Outstanding, ending	2.75	3.07
Share-Based Payment Arrangement [Member] | Minimum [Member]
Exercise price per share
Outstanding, beginning	0.454	1.84
Granted		0.454
Forfeited/Cancelled		1.84
Outstanding, ending	0.454	0.454
Share-Based Payment Arrangement [Member] | Maximum [Member]
Exercise price per share
Outstanding, beginning	5.10	5.10
Granted	0.89	2.50
Forfeited/Cancelled	2.50	2.80
Outstanding, ending	$ 5.10	$ 5.10

Stock Options - Stock options o

Stock Options - Stock options outstanding (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, number of shares	2,741,457
Weighted average remaining years	8 years 2 months 1 day
Options exercisable, number of shares	1,605,219
Options outstanding, weighted average exercise price | $ / shares	$ 2.75
Options exercisable, weighted average exercise price | $ / shares	2.72
Exercise Price. 45 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 0.45
Options outstanding, number of shares	110,000
Weighted average remaining years	9 years 6 months
Options exercisable, number of shares
Exercise Price. 89 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 0.89
Options outstanding, number of shares	417,394
Weighted average remaining years	9 years 10 months 17 days
Options exercisable, number of shares	209,823
Exercise Price 2. 03 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 2.03
Options outstanding, number of shares	659,000
Weighted average remaining years	7 years 6 months 3 days
Options exercisable, number of shares	573,333
Exercise Price 2. 50 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 2.50
Options outstanding, number of shares	100,000
Weighted average remaining years	9 years
Options exercisable, number of shares
Exercise Price 2. 72 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 2.72
Options outstanding, number of shares	25,000
Weighted average remaining years	3 years 3 months
Options exercisable, number of shares	25,000
Exercise Price 2. 80 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 2.80
Options outstanding, number of shares	216,250
Weighted average remaining years	6 years 5 months 23 days
Options exercisable, number of shares	189,583
Exercise Price 2. 96 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 2.96
Options outstanding, number of shares	70,313
Weighted average remaining years	6 years 3 months 7 days
Options exercisable, number of shares	70,313
Exercise Price 3. 43 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 3.43
Options outstanding, number of shares	25,000
Weighted average remaining years	8 years 8 months 19 days
Options exercisable, number of shares	9,000
Exercise Price 4. 03 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 4.03
Options outstanding, number of shares	1,020,000
Weighted average remaining years	8 years 3 months 3 days
Options exercisable, number of shares	461,667
Exercise Price 4. 07 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 4.07
Options outstanding, number of shares	25,000
Weighted average remaining years	8 years 3 months 18 days
Options exercisable, number of shares	9,000
Exercise Price 4. 20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 4.20
Options outstanding, number of shares	25,000
Weighted average remaining years	8 years 1 month 2 days
Options exercisable, number of shares	9,000
Exercise Price 5. 10 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price | $ / shares	$ 5.10
Options outstanding, number of shares	48,500
Weighted average remaining years	8 years 5 months 15 days
Options exercisable, number of shares	48,500

17. Stock Options (Details Narr

17. Stock Options (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	1,136,238
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $	$ 2,725,920
Options intrinsic value | $	$ 6,600
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	2,741,457
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	9,588,872
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	3,669,671

Revenues (Details)

Revenues (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total Handle (Turnover)	$ 208,491,556	$ 217,565,389
Total Winnings/Payouts	192,897,115	202,254,234
Total Gross Gaming Revenues	15,594,441	15,311,155
Less: ADM Gaming Taxes	(3,739,751)	(3,730,830)
Net Gaming Revenues	11,854,690	11,580,325
Add: Service Revenues	577,456	655,661
Revenues	12,432,146	12,235,986
Web Based [Member]
Total Handle (Turnover)	199,923,035	215,780,282
Total Winnings/Payouts	186,131,151	200,853,821
Total Gross Gaming Revenues	13,791,884	14,926,461
Land Based [Member]
Total Handle (Turnover)	8,568,521	1,785,107
Total Winnings/Payouts	6,765,964	1,400,413
Total Gross Gaming Revenues	$ 1,802,557	$ 384,694

Net Income (Loss) per Common Sh

Net Income (Loss) per Common Share (Details) - shares	1 Months Ended		3 Months Ended
	May 05, 2023	Jan. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Restricted shares			5,068,033
Convertible notes payable	1,500	2,000	2,179,487
Options			2,741,457	2,926,438
Warrants			6,043,655	546,336
			16,030,632	3,472,774

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Revenue	$ 11,854,690	$ 12,235,986
Betting platform and services revenue	577,456	655,661
Intercompany Service revenue
Total revenue	12,432,146	12,235,986
Operating expenses
Intercompany service expense
Selling expenses	9,868,154	9,286,232
General and administrative expenses	4,447,747	4,570,426
Depreciation and amortization	347,323	438,958
Total operating expenses	14,663,224	14,295,616
Income (Loss) from operations	(2,231,078)	(2,059,630)
Other income (expense)
Interest expense, net	(35,936)	(3,859)
Amortization of debt discount	(17,560)
Other income	8,846	39,749
Other expense	(9,028)	(1,070)
Gain on marketable securities	(19,000)	77,500
Total other income (expense)	(72,678)	(337,693)
Income (Loss) before Income Taxes	(2,303,756)	(2,397,323)
Income tax provision	10,395	(156,893)
Net Income (Loss)	(2,293,361)	(2,554,216)
Change in fair value of contingent purchase consideration		(450,013)
All other
Segment Reporting Information [Line Items]
Revenue
Betting platform and services revenue
Intercompany Service revenue
Total revenue
Operating expenses
Intercompany service expense
Selling expenses
General and administrative expenses	1,480,469	1,651,060
Depreciation and amortization	6,378	1,804
Total operating expenses	1,486,847	1,652,864
Income (Loss) from operations	(1,486,847)	(1,652,864)
Other income (expense)
Interest expense, net	(17,000)
Amortization of debt discount	(17,560)
Other income
Other expense	(1,344)
Gain on marketable securities	(19,000)	77,500
Total other income (expense)	(54,904)	77,500
Income (Loss) before Income Taxes	(1,541,751)	(1,575,364)
Income tax provision
Net Income (Loss)	(1,541,751)	(1,575,364)
Change in fair value of contingent purchase consideration
Betting platform software and services
Segment Reporting Information [Line Items]
Revenue		484,720
Betting platform and services revenue	577,456
Intercompany Service revenue	795,066	555,693
Total revenue	1,372,522	1,040,412
Operating expenses
Intercompany service expense	26,831	56,127
Selling expenses	41,914	33,055
General and administrative expenses	1,312,375	1,507,128
Depreciation and amortization	282,624	387,701
Total operating expenses	1,663,744	1,984,011
Income (Loss) from operations	(291,222)	(943,599)
Other income (expense)
Interest expense, net	(18,694)	(2,647)
Amortization of debt discount
Other income	1,523
Other expense	(7,663)	(1,070)
Gain on marketable securities
Total other income (expense)	(24,834)	(453,730)
Income (Loss) before Income Taxes	(316,056)	(1,397,329)
Income tax provision	10,395	72,641
Net Income (Loss)	(305,661)	(1,324,688)
Change in fair value of contingent purchase consideration		(450,013)
Intersubsegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue
Betting platform and services revenue
Intercompany Service revenue	(821,897)	(611,820)
Total revenue	(821,897)	(611,820)
Operating expenses
Intercompany service expense	(821,897)	(611,820)
Selling expenses
General and administrative expenses
Depreciation and amortization
Total operating expenses	(821,897)	(611,820)
Income (Loss) from operations
Other income (expense)
Interest expense, net
Amortization of debt discount
Other income
Other expense
Gain on marketable securities
Total other income (expense)
Income (Loss) before Income Taxes
Income tax provision
Net Income (Loss)
Change in fair value of contingent purchase consideration
Betting establishments
Segment Reporting Information [Line Items]
Revenue	11,854,690	11,751,266
Betting platform and services revenue
Intercompany Service revenue	26,831	56,127
Total revenue	11,881,521	11,807,394
Operating expenses
Intercompany service expense	795,066	555,693
Selling expenses	9,826,240	9,253,177
General and administrative expenses	1,654,903	1,412,238
Depreciation and amortization	58,321	49,453
Total operating expenses	12,334,530	11,270,561
Income (Loss) from operations	(453,009)	536,833
Other income (expense)
Interest expense, net	(242)	(1,212)
Amortization of debt discount
Other income	7,323	39,749
Other expense	(21)
Gain on marketable securities
Total other income (expense)	7,060	38,537
Income (Loss) before Income Taxes	(445,949)	575,370
Income tax provision		(229,534)
Net Income (Loss)	$ (445,949)	345,836
Change in fair value of contingent purchase consideration

Segment reporting_ Operating as

Segment reporting: Operating assets and liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Payments for Purchase of Other Assets	$ 1,016,162	$ 105,129
Assets
Current assets	7,055,704	10,016,405	$ 6,825,212
Non-Current assets	17,238,514	33,582,108	14,532,057
Liabilities
Non-Current liabilities	(3,990,360)	(18,015,661)	(3,469,925)
Intercompany balances
Net asset position	8,067,858	16,186,114
Current liabilities	(12,236,000)	(9,396,738)	$ (10,736,929)
All other
Segment Reporting Information [Line Items]
Payments for Purchase of Other Assets	2,264	5,571
Assets
Current assets	286,307	562,008
Non-Current assets	54,210	92,640
Liabilities
Non-Current liabilities	(398,640)
Intercompany balances	(1,779,058)	(2,437,300)
Net asset position	(3,536,971)	(3,277,890)
Current liabilities		(1,495,238)
Betting platform software and services
Segment Reporting Information [Line Items]
Payments for Purchase of Other Assets	520,605	22,938
Assets
Current assets	2,073,507	1,614,877
Non-Current assets	13,714,305	30,820,909
Liabilities
Non-Current liabilities	(1,905,820)	(16,697,219)
Intercompany balances	(4,564,484)	(2,114,610)
Net asset position	6,185,693	12,452,151
Current liabilities		(1,171,806)
Betting establishments
Segment Reporting Information [Line Items]
Payments for Purchase of Other Assets	493,293	76,620
Assets
Current assets	4,695,890	7,839,520
Non-Current assets	3,469,999	2,668,559
Liabilities
Non-Current liabilities	(1,685,900)	(1,318,442)
Intercompany balances	6,343,542	4,551,910
Net asset position	$ 5,419,136	7,011,853
Current liabilities		$ (6,729,694)

21. Subsequent Events (Details

21. Subsequent Events (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	May 05, 2023	Jan. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Subsequent Events [Abstract]
Convertible debenture funding	1,500	2,000	2,179,487
Terms	the Investor was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”).	Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”)
Convertible debenture funding	$ 1,500,000	$ 850,000	$ 350,000
Convertible debenture funding	3,138,075	2,179,487