Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Golden Matrix Group, Inc. | ||
Entity Central Index Key | 0001437925 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jan. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 23,289,273 | ||
Entity Public Float | $ 34,877,966 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 11,706,349 | $ 1,856,505 |
Accounts receivable, net | 1,040,410 | 791,340 |
Accounts receivable - related parties | 656,805 | 1,058,874 |
Prepaid expenses | 410,983 | 0 |
Total current assets | 13,814,547 | 3,706,719 |
Total assets | 13,814,547 | 3,706,719 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 78,913 | 25,621 |
Accounts payable - related parties | 208,521 | 660,682 |
Advances from shareholders | 99 | 1,000 |
Accrued interest | 123 | 41,964 |
Customer deposit | 149,640 | 0 |
Consideration payable - related party | 115,314 | 0 |
Settlement payable - related party | 0 | 290,000 |
Convertible notes payable, net of discounts | 0 | 30,000 |
Convertible notes payable, net - in default | 0 | 10,000 |
Promissory note-related party | 0 | 174,254 |
Total current Liabilities | 552,610 | 1,233,521 |
Total liabilities | 552,610 | 1,233,521 |
Shareholders' equity: | ||
Common stock: $0.00001 par value; 40,000,000 and 40,000,000 shares authorized; 22,741,665 and 18,968,792 shares issued and outstanding respectively | 227 | 190 |
Additional paid-in capital | 38,320,729 | 27,944,652 |
Stock payable | 7,420 | 0 |
Stock payable - related party | 7,420 | 0 |
Accumulated other comprehensive loss | (978) | (683) |
Accumulated deficit | (25,072,881) | (25,470,961) |
Total shareholders' equity | 13,261,937 | 2,473,198 |
Total liabilities and shareholders' equity | 13,814,547 | 3,706,719 |
Series A Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2021 | Jan. 31, 2020 |
Shareholders' equity | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 22,741,665 | 18,968,792 |
Common stock, shares outstanding | 22,741,665 | 18,968,792 |
Series B Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred Stock Series A [Member] | ||
Shareholders' equity | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 19,999,000 | 19,999,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | |
Consolidated Statements of Operations | ||||
Revenues-related party | $ 1,087,816 | $ 2,248,877 | $ 2,429,442 | $ 915,804 |
Revenues | 670,783 | 2,974,182 | 452,771 | 0 |
Cost of goods sold | (57,224) | (2,000,052) | (21,998) | (72,003) |
Gross profit | 1,701,375 | 3,223,007 | 2,860,215 | 843,801 |
Costs and expenses: | ||||
G&A expense | 149,177 | 566,593 | 321,339 | 186,040 |
G&A expense- related party | 540,073 | 2,050,440 | 406,490 | 338,209 |
Compensation expense - Acquisition cost - related party | 0 | 0 | 90,873 | 1,242,812 |
Professional fees | 26,944 | 159,091 | 60,631 | 67,687 |
Research and development expense | 0 | 47,558 | 0 | 0 |
Bad debt expense | 10,839 | 0 | 168,557 | 0 |
Total operating expenses | 727,033 | 2,823,682 | 1,047,890 | 1,834,748 |
Gain (Loss) from operations | 974,342 | 399,325 | 1,812,325 | (990,947) |
Other income (expense): | ||||
Interest expense | (26,227) | (11,852) | (45,350) | (162,041) |
Interest Earned | 18,659 | 1,611 | 8,120 | 0 |
Foreign exchange gain | 0 | 8,996 | 0 | 0 |
Gain (Loss) on extinguishment of debt | 0 | 0 | (106) | 129 |
Loss on derivative liability | 0 | 0 | (5,081) | (165,514) |
Total other expense | (7,568) | (1,245) | (42,417) | (327,426) |
Net income (Loss) | $ 966,774 | $ 398,080 | $ 1,769,908 | $ (1,318,373) |
Net earnings (loss) per common share - basic | $ 0.05 | $ 0.02 | $ 0.09 | $ (0.17) |
Net earnings (loss) per common share - diluted | $ 0.03 | $ 0.01 | $ 0.06 | $ (0.17) |
Weighted average number of common shares outstanding - basic | 18,968,792 | 19,953,819 | 18,764,007 | 7,729,719 |
Weighted average number of common shares outstanding - diluted | 27,862,743 | 31,588,555 | 27,593,734 | 7,729,719 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity (Deficit) - USD ($) | Total | Preferred Stock-Series B [Member] | Common Stock [Member] | Additional Paid-In Capital | Stock Payable [Member] | Stock Payable Related Party [Member] | Accumulated other comprehensive Income (loss) | Accumulated Deficit |
Balance, shares at Jul. 31, 2017 | 1,000 | 940,647 | ||||||
Balance, amount at Jul. 31, 2017 | $ (1,536,147) | $ 0 | $ 9 | $ 25,352,197 | $ 1,600 | $ 0 | $ (683) | $ (26,889,270) |
Issuance of shares for convertible notes conversion, shares | 6,974,976 | |||||||
Issuance of shares for convertible notes conversion, amount | 535,405 | $ 0 | $ 70 | 536,935 | (1,600) | 0 | 0 | 0 |
Issuance of shares for convertible notes conversion - related party, shares | 1,666,667 | |||||||
Issuance of shares for convertible notes conversion - related party, amount | 300,000 | $ 0 | $ 17 | 299,983 | 0 | 0 | 0 | 0 |
Issuance of shares for subscription agreement, shares | 2,000,000 | |||||||
Issuance of shares for subscription agreement, amount | 120,000 | $ 0 | $ 20 | 119,980 | 0 | 0 | ||
Issuance of shares for services, shares | 4,533,333 | |||||||
Issuance of shares for services, amount | 236,700 | $ 0 | $ 45 | 236,655 | 0 | 0 | 0 | 0 |
Issuance of shares for settlement of accounts payable - related party, shares | 1,370,409 | |||||||
Issuance of shares for settlement of accounts payable - related party, amount | 120,000 | $ 0 | $ 14 | 119,986 | 0 | 0 | 0 | 0 |
Fair value of options/warrants issued for services | 201,112 | 0 | 0 | 201,112 | 0 | 0 | 0 | 0 |
Net income | (1,318,373) | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (1,318,373) |
Settlement of derivative liability | 160,440 | |||||||
Balance, shares at Jul. 31, 2018 | 1,000 | 17,486,032 | ||||||
Balance, amount at Jul. 31, 2018 | (1,341,303) | $ 0 | $ 175 | 26,866,848 | 0 | 0 | (683) | (28,207,643) |
Issuance of shares for services, shares | 86,667 | |||||||
Issuance of shares for services, amount | 30,100 | $ 0 | $ 1 | 30,099 | 0 | 0 | 0 | 0 |
Fair value of options/warrants issued for services | 228,840 | 0 | 0 | 228,840 | 0 | 0 | 0 | 0 |
Net income | 1,769,908 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 1,769,908 |
Issuance of shares for settlement of convertible note-related party, shares | 1,396,093 | |||||||
Issuance of shares for settlement of convertible note-related party, amount | 209,414 | $ 0 | $ 14 | 209,400 | 0 | 0 | 0 | 0 |
Issuance of shares for settlement of conversion note | 5,311 | 0 | 0 | 5,311 | 0 | 0 | 0 | 0 |
Imputed interest | 16,440 | 0 | 0 | 16,440 | 0 | 0 | 0 | 0 |
Gain on extinguishment of debt-related party | 114,618 | $ 0 | $ 0 | 114,618 | 0 | 0 | 0 | 0 |
Settlement of derivative liability | 5,311 | |||||||
Balance, shares at Jul. 31, 2019 | 1,000 | 18,968,792 | ||||||
Balance, amount at Jul. 31, 2019 | 1,033,328 | $ 0 | $ 190 | 27,471,556 | 0 | 0 | (683) | (26,437,735) |
Fair value of options/warrants issued for services | 449,325 | 0 | 0 | 449,325 | 0 | 0 | 0 | 0 |
Net income | 966,774 | 0 | 0 | 0 | 0 | 0 | 0 | 966,774 |
Imputed interest | 8,771 | 0 | 0 | 8,771 | 0 | 0 | 0 | 0 |
Settlement of derivative liability | 15,000 | $ 0 | $ 0 | 15,000 | 0 | 0 | 0 | 0 |
Balance, shares at Jan. 31, 2020 | 1,000 | 18,968,792 | ||||||
Balance, amount at Jan. 31, 2020 | 2,473,198 | $ 0 | $ 190 | 27,944,652 | 0 | 0 | (683) | (25,470,961) |
Net income | 398,080 | 0 | 0 | 0 | 0 | 0 | 0 | 398,080 |
Imputed interest | 9,776 | $ 0 | $ 0 | 9,776 | 0 | 0 | 0 | 0 |
Settlement of derivative liability | 0 | |||||||
Shares issued for services, shares | 66,667 | |||||||
Shares issued for services, amount | 51,840 | $ 0 | $ 0 | 37,000 | 7,420 | 7,420 | 0 | 0 |
Shares issued for private placement, shares | 1,936,058 | |||||||
Shares issued for private placement, amount | 8,468,864 | $ 0 | $ 19 | 8,468,845 | 0 | 0 | 0 | 0 |
Shares issued on exercise of options, shares | 133,334 | |||||||
Shares issued on exercise of options, amount | 8,000 | $ 0 | $ 2 | 7,998 | 0 | 0 | 0 | 0 |
Shares issued on cashless exercise of options, shares | 1,633,175 | |||||||
Shares issued on cashless exercise of options, amount | 0 | $ 0 | $ 16 | (16) | 0 | 0 | 0 | 0 |
FV of option/warrants issued for services | 1,906,183 | $ 0 | $ 0 | 1,906,183 | 0 | 0 | 0 | 0 |
Reverse split, shares | 3,639 | |||||||
Reverse split, amount | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Acquisition of GTG | (53,709) | 0 | 0 | (53,709) | 0 | 0 | 0 | 0 |
Cumulative Translation adjustment | (295) | $ 0 | $ 0 | 0 | 0 | 0 | (295) | 0 |
Balance, shares at Jan. 31, 2021 | 1,000 | 22,741,665 | ||||||
Balance, amount at Jan. 31, 2021 | $ 13,261,937 | $ 0 | $ 227 | $ 38,320,729 | $ 7,420 | $ 7,420 | $ (978) | $ (25,072,881) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 966,774 | $ 398,080 | $ 1,769,908 | $ (1,318,373) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||||
Unrealized loss on derivative liabilities-note conversion feature | 0 | 0 | 5,081 | 165,514 |
Fair value of stock option issued for services | 57,224 | 275,780 | 21,998 | 49,200 |
Fair value of shares issued for services | 0 | 51,840 | 30,100 | 201,112 |
Stock based compensation | 392,101 | 1,630,403 | 206,842 | 107,300 |
Loss (Gain) on extinguishment of debt | 0 | 0 | 106 | (129) |
Imputed Interest | 8,771 | 9,776 | 16,440 | 0 |
Compensation expense-Acquisition-related parties | 0 | 0 | 90,873 | 1,242,812 |
Penalty on convertible notes payable | 2,000 | 0 | 8,600 | 11,800 |
Bad debt expense | 10,839 | 0 | 168,557 | 0 |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable, net | (526,782) | (249,070) | (423,110) | (10,005) |
(Increase) decrease in accounts receivable - related parties | (60,316) | (512,627) | (647,109) | (299,788) |
(Increase) decrease in prepaid expense | 0 | (349,765) | 1,000 | (1,000) |
(Decrease) increase in accounts payable and accrued liabilities | (15,483) | 557,943 | 26,713 | (11,698) |
(Decrease) increase in accounts payable - related parties | 134,141 | (42,116) | 150,324 | 111,233 |
(Decrease) increase in customer deposit | 0 | 149,640 | 0 | 0 |
(Decrease) increase in accrued interest | 17,454 | (41,841) | 25,611 | 54,738 |
Net cash provided by operating activities | 986,723 | 1,878,043 | 1,451,934 | 302,716 |
Cash flows from investing activities | ||||
Cash received from Investment in Global Technology Group Pty Ltd- related party | 0 | 192 | 0 | 0 |
Net cash provided by investing activities | 0 | 192 | 0 | 0 |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 0 | 0 | 0 | 38,000 |
Proceeds from sale of stock | 0 | 8,468,864 | 0 | 120,000 |
Proceeds from option exercise | 0 | 8,000 | 0 | 0 |
Repayments on shareholder loans - related party | 0 | (1,000) | 0 | 0 |
Repayments on notes payable | 0 | (40,000) | 0 | 0 |
Repayments on settlement payable | 0 | 0 | (17,420) | (39,302) |
Repayments on settlement payable - related party | 0 | (290,000) | (150,000) | 0 |
Repayments on promissory note - related party | (861,313) | (174,254) | 0 | 0 |
Net cash provided by (used in) financing activities | (861,313) | 7,971,610 | (167,420) | 118,698 |
Effect of exchange rate changes on cash | 0 | (1) | 0 | 0 |
Net increase in cash and cash equivalents | 125,410 | 9,849,844 | 1,284,514 | 421,414 |
Cash and cash equivalents at beginning of year | 1,731,095 | 1,856,505 | 446,581 | 25,167 |
Cash and cash equivalents at end of year | 1,856,505 | 11,706,349 | 1,731,095 | 446,581 |
Supplemental cash flows disclosures | ||||
Interest paid | 0 | 43,918 | 0 | 3,419 |
Tax paid | 0 | 0 | 0 | 0 |
Supplemental disclosure of cash flow information: | ||||
Settlement of derivative liability | 15,000 | 0 | 5,311 | 160,440 |
Common stock issued for conversion of debt | 0 | 0 | 0 | 674,961 |
Common stock issued for conversion of debt - related party | 0 | 0 | 209,414 | 0 |
Debt discount from derivative liability | 0 | 0 | 3,300 | 49,800 |
Settlement payable | 0 | 0 | 448,012 | 47,919 |
Shares issued for settlement of accounts payable - related party | 0 | 0 | 0 | 120,000 |
Extinguishment of contingent liability - related party | 0 | 0 | 1,031,567 | 0 |
Gain on extinguishment of contingent liability - related party | 0 | 0 | 114,618 | 0 |
Accounts payable settled with accounts receivable - related party | 0 | 914,696 | 0 | 0 |
Cashless exercise of options | $ 0 | $ 16 | $ 0 | $ 0 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Jan. 31, 2021 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | Golden Matrix Group, Inc. (“ GMGI Company On May 12, 2020, the Board of Directors approved a change in the Company’s fiscal year from July 31 to January 31, effectively immediately. Accordingly, in addition to financial statements as of and for the year ended January 31,2021, these financial statements contain six month transitional financial statements as of and for the period ending January 31, 2020. Acquisition of GTG On December 22, 2020, the Company entered into a Share Purchase Agreement with Anthony Brian Goodman, the Company’s Chief Executive Officer and director, and the sole director and owner of Global Technology Group Pty Ltd, a company incorporated in Australia (“ GTG Henceforth, all references to the “ Company The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “ SEC |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES | Going Concern In connection with the preparation of its financial statements for the fiscal years ended January 31, 2021 and 2020, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40), which requires an assessment of relevant conditions or events, considered in the aggregate, that are known or reasonably knowable by management on the issuance dates of the financial statements which indicated the probable likelihood that the Company will be unable to meet its obligations as they become due within one year after the issuance date of the financial statements. The accompanying consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, which included the profitability of the Company and the cash flow generated by its operations, and the amount of capital recently and/or in the process of being raised. Working capital at January 31, 2021 improved by $10,788,739 from the previous year. As a result of the private placement and warrant exercise in August 2020 and January 2021, 1,936,058 shares of common stock were issued raising net proceeds received of $8,468,864. For the fiscal year ending January 31, 2021, the Company had $11,706,349 in its operating bank accounts and the Company generated $1,878,043 cash provided by operations. Based on its evaluation, management believes that it has completely mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern which existed at the time of the filing of the Company’s Transition Report on Form 10-KT for the transition period from August 1, 2019 to January 31, 2020. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Technology Group Pty Ltd. (after December 22, 2020). All intercompany transactions and balances have been eliminated. Common Control Asset Acquisition A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. On January 19, 2021, the Company acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian Company, wholly owned by Mr. Goodman. Mr. Goodman is also a controlling party of the Company via his stock holding in Luxor Capital, which has a controlling vote of greater than 50%. As such the acquisition of GTG was a common control acquisition. The accounting and reporting for a transaction between entities under common control is addressed in the “ Transactions Between Entities Under Common Control Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Significant items subject to such estimates and assumptions include contingent liability, stock-based compensation, warrant valuation and collectability of accounts receivable. Actual results could differ from those estimates. Allowance for Doubtful Accounts The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of January 31, 2021 and 2020, the allowance for doubtful accounts was $168,557 and $179,396, respectively. During the year ended January 31, 2021, there was no bad debt expense recorded. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments mainly include cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, customer deposits, consideration payable and advances from shareholder. The carrying values of these financial instruments approximate their fair value due to their short-term nature. Share-Based Compensation The Stock-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under Accounting Standards Update (ASU) 718, while nonemployee share-based payments issued for goods and services are accounted for under ASC 505-50. ASC 505-50 differs significantly from ASC 718. On June 20, 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs in July 2019. Under ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date, and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. 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 of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “ more likely-than-not Earnings (Loss) Per Common Share Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the fiscal year ended January 31, 2021, six months ended January 31, 2020, and fiscal years ended 2019 and 2018: Year Ended January 31, 2021 Six Months Ended January 31, 2020 For the Years Ended July 31, 2019 2018 2019 2018 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Basic earnings (loss) per common share $ 0.02 $ 0.05 $ 0.09 $ (0.17 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Preferred shares 1,000 1,000 1,000 - Warrants/Options 11,633,736 8,838,440 8,774,216 - Convertible Debt - 54,511 54,511 - Adjusted weighted average common shares outstanding 31,588,555 27,862,743 27,593,734 7,729,719 Diluted earnings (loss) per common share $ 0.01 $ 0.03 $ 0.06 $ (0.17 ) For the year ended July 31, 2018, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Revenues The Company currently has two distinctive revenue streams: one is generated via usage of the Company’s software and the other is a royalty charged on the use of third party gaming content. 1. For the usage of the Company’s software, the Company charges gaming operators for the use of its unique IP and technology systems. 2. For the royalty charged on the use of third party gaming content, the Company acquires the third-party gaming content for a fixed cost and resells the content at a margin. According to Financial Accounting Standards Board (FASB) Topic 606, Revenue Recognition, our company recognizes revenues with the following steps: Step 1: Identify the contract with a customer Step 2: Identify the separate performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the separate performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. For the usage of the Company’s software, the Company provides services to the counterparty which include licensing the use of its unique IP and technology systems. The counterparty pays consideration in exchange for those services which include a variable amount depending on the Software Usage. The Company only recognizes the revenue at the month end when the usage occurs and the revenue is based on the actual Software Usage of its customers. For the royalty charged on the use of third party gaming content, the Company acts as a distributor of the third-party gaming content which is utilized by the client. The counterparty pays consideration in exchange for the gaming content utilized. The Company only recognizes the revenue at the month end when the usage of the gaming content occurs and the revenue is based on the actual usage of the gaming content. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under such guidance, lessees are required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard was effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard was adopted using a modified retrospective approach. The Company does not have any lease agreements or have any contracts that contain lease elements. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For public business entities (PBEs), the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods therein. Early adoption is permitted if financial statements have not yet been issued (for PBEs), but no earlier than an entity’s adoption date of ASC 606. If early adoption is elected, all amendments in the ASU that apply must be adopted in the same period. In addition, if early adoption is elected in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2018-07 in the 2019 fiscal year, and has adjusted the share-based compensation costs during that fiscal year. The Company's management believes the new standard can best represent the Company’s operating results. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. Impact of COVID-19 Pandemic on Consolidated Financial Statements. The outbreak of the 2019 novel coronavirus disease (“ COVID-19 |
ACCOUNTS RECEIVABLE - RELATED P
ACCOUNTS RECEIVABLE - RELATED PARTY | 12 Months Ended |
Jan. 31, 2021 | |
ACCOUNTS RECEIVABLE - RELATED PARTY | |
NOTE 3 - ACCOUNTS RECEIVABLE - RELATED PARTY | Accounts receivable-related party are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has accounts receivable from one related party: Articulate Pty Ltd. (“ Articulate |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Jan. 31, 2021 | |
PREPAID EXPENSES | |
NOTE 4 - PREPAID EXPENSES | The prepaid expenses mainly include credits from our supplier, retainer paid to our corporate attorney, prepaid national press releases, subscription of investor relation feeds, and a one-year Gaming License fee. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2021 | |
NOTES PAYABLE | |
NOTE 5 - NOTES PAYABLE | Convertible Notes Payable Convertible notes payable at January 31, 2021 and 2020 consisted of the following: January 31, 2021 2020 Convertible Note #2 - 30,000 Convertible Note #59 - 10,000 Notes payable, principal $ - $ 40,000 (a) Convertible Note #2 On March 19, 2012, the Company received $30,000 cash from the issuance of a convertible promissory note in the amount of $30,000. The promissory note was unsecured, interest free and repayable upon demand. The note had a conversion price of $0.01 per share. On August 1, 2019, the Company, Pursuant to “ Chapter 104 - Uniform Commercial Code—Original Articles, NRS 104.3603 - Tender of payment. NV Rev Stat § 104.3603 (2013) Address Unknown As of January 31, 2021, the principal balance of this note was $0. (b) Convertible Note #59 On July 31, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The Promissory Note was unsecured, with an interest rate of 8% per annum, and matured on January 31, 2016. Any principal amount not paid by the maturity date bore interest at 22% per annum. On April 26, 2016, $50,000 of the note was assigned to Blackbridge Capital, LLC (“ Blackbridge On July 21, 2016, $25,000 of the note was assigned to Istvan Elek. At any time, the note may be converted at the option of the holder into Common Stock of the Company. The conversion price is 50% of the market price, where market price is defined as “ the lowest closing price on any day with a fifteen day look back On September 22, 2016, the Company entered into a Cancellation and Release Agreement with Direct Capital Group, Inc. (“ Direct On August 1, 2019, the Company, Pursuant to “ Chapter 104 - Uniform Commercial Code—Original Articles, NRS 104.3603 - Tender of payment. NV Rev Stat § 104.3603 (2013) On August 10, 2020, Mr. Istvan Elek’s attorney and the Company reached an agreement regarding the final payment to settle the convertible notes owed to Mr. Elek. The Company agreed to pay Mr. Istvan Elek $13,242 in total, including $10,000 of principal and $3,242 of accrued interest. On August 17, 2020, the Company made the payment to the designated bank account and the convertible note was settled. As of January 31, 2021, there was no outstanding balance on the note. Advance from Shareholders During the year ended July 31, 2016, the Company received a loan of $1,000 from Anthony Brian Goodman, the Company’s Chief Executive Officer, to open a new bank account. This loan has been fully repaid on January 26, 2021. During the year ended January 31, 2021, the Company received a loan of $99 from Anthony Brian Goodman, the Company’s Chief Executive Officer, to open a new bank account for its subsidiary in Australia. As of January 31, 2021, the balance of the loan was $99. The loan from the officer is due on demand, unsecured with no interest. Settlement Payable – Related Party On March 1, 2016, the Company entered into a convertible promissory note with Luxor Capital, LLC, which is wholly-owned by Anthony Brian Goodman, CEO of the Company (“ Luxor On September 10, 2018, the Company entered into a Settlement Agreement with Luxor, whereby the parties agreed to release each other from any and all liabilities relating to the Convertible Promissory Note. Pursuant to the Settlement Agreement, the Company agreed to pay out the remaining balance of the note totaling $649,414 by converting $209,414 into common stock at a conversion price of $0.15 per share, by making a payment of $150,000 and by entering into an interest free loan for the balance of $290,000, such loan to be repaid in two equal instalments of $145,000 on September 10, 2019 and September 10, 2020. As a result, the principal balance of the convertible promissory note was reduced to $0 and a liability of $290,000 was transferred to the settlement payable due to this Settlement Agreement. On September 10, 2018, 1,396,094 shares of Common Stock were issued for the conversion of $209,414. During the year ended January 31, 2021, the Company paid $290,000 to Luxor against the settlement payable. As of January 31, 2021, all the outstanding balance has been fully repaid. Although Luxor did not charge interest on its loan to the Company, it was treated as an in-kind contribution, as a result, an imputed interest expense of 6% was recorded. Promissory Note Payable – Related Party On February 28, 2018, the Company entered into an Asset Purchase Agreement with Luxor. Pursuant to the agreement, the Company purchased certain Intellectual Property and Know-how (the “ GM2 Asset During the period ended July 31, 2018, the Company recorded a contingent liability of $1,055,312 relating to such obligation. By the end of February 28, 2019, a $90,873 fair value loss on contingent liability was recognized due to the adjustment on the estimate of the potential future payments of the earn-out note. Related to the earn-out note, as of February 28, 2019, the Company recorded a contingent liability of $1,146,185 for the liability due to Luxor. On April 1, 2019, Luxor proposed a 10% discount on the payable amount, and the Company agreed to issue a Promissory Note of $1,031,567 relating to the Asset Purchase agreement, and $114,618 of additional paid in capital was recorded for gain on extinguishment – related party. The note bears a 6% annual rate. Pursuant to the Promissory Note, 20% of the total value was required to be paid on signing the agreement, 40% of the total value was required to be paid on October 1, 2019, and 40% of the total value including any accrued interest was required to be paid on April 1, 2020. The late payment fee would be $500 per month. For the year ended January 31, 2021, the Company paid $214,930 to Luxor against the Promissory Note Payable, including against the principal amount of $170,254, interest accrued of $40,676 and late fee payable of $4,000. As of January 31, 2021, there was no outstanding balance on this note. |
ASSET ACQUISITION - RELATED PAR
ASSET ACQUISITION - RELATED PARTY | 12 Months Ended |
Jan. 31, 2021 | |
ASSET ACQUISITION - RELATED PARTY | |
NOTE 6 - ASSET ACQUISITION - RELATED PARTY | On December 22, 2020, the Company entered into a Share Purchase Agreement with Anthony Brian Goodman, CEO of the Company and also the sole director and owner of Global Technology Group Pty Ltd, a company incorporated in Australia (GTG). Under the agreement, Mr. Goodman agreed to sell 100% of the shares in GTG to GMGI for a total consideration of 85,000 GBP. On January 19, 2021, the Company acquired the shares in GTG and became the ultimate holding company of GTG. The Company and Mr. Goodman have reached an agreement regarding the consideration payable in the amount of $115,314 USD (equivalent to 85,000 GBP). As of January 31, 2021, the consideration has not been paid. As described more fully in Note 1, the assets and liabilities of GTG have been recorded at their historical cost basis at the merger date, and are included in the Company’s consolidated financial statements. The assets acquired and liabilities assumed in the Share Purchase Agreement are as follows: Purchase price: 85,000 GBP based on the exchange rate on January 19, 2021 $ 115,314 Assets acquired and liabilities assumed Cash 192 Prepayments – Gaming License 61,513 Advance from shareholders (100 ) $ 61,605 Reduce in Additional Paid in Capital in GMGI 53,709 Consideration payable – related party $ 115,314 |
CUSTOMER DEPOSIT
CUSTOMER DEPOSIT | 12 Months Ended |
Jan. 31, 2021 | |
CUSTOMER DEPOSIT | |
NOTE 7 - CUSTOMER DEPOSITS | The Company has two sources of customer deposits. One source of deposits is from the Company’s new customer participating in the Progressive Jackpot Games. The client will be required to provide the Company with a minimum deposit amount of $5,000, which will serve as a deposit for the Progressive Contribution Fee. During the tenure of the client’s operation, the deposit will not be used to deduct or offset any invoices, and when the client decides not to operate, the deposit will be fully refunded to the client. As of January 31, 2021, a total of $5,000 of customer deposits is from this source. The other source of deposits is the payment from customers in advance of any usages of gaming content. As the gaming content is utilized by the customers, revenues are recognized. As of January 31, 2021, a total of $144,640 of customer deposits is from this source. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 8 - RELATED PARTY TRANSACTIONS | All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties. Luxor Capital, LLC On February 22, 2016, the Company entered into an Asset Purchase Agreement with Luxor, which is wholly-owned by Anthony Brian Goodman, CEO of the Company, to acquire certain Gaming IP, along with the “ know how know how Settlement Payable – Related Party Promissory Note Payable – Related Party Anthony Brian Goodman On February 22, 2016, the Company entered into a Consulting Service Agreement with its Chief Executive Officer, Anthony Brian Goodman. Pursuant to the Agreement, the consulting fee could be settled in shares. On December 12, 2017, the Company issued 518,538 shares of common stock to settle an account payable of $30,000 owed to Mr. Goodman. On June 18, 2018, the Company issued 166,667 shares of common stock to settle an account payable of $30,000 owed to Mr. Goodman. During the twelve months ended January 31, 2021, the total consulting fee to Mr. Goodman was $67,894. As of January 31, 2021, the Company has paid off all the consulting fee to Mr. Goodman. As of January 31, 2021, the Company has $4,000 of prepaid compensation to Mr. Goodman, due to the overpayment to him. On October 26, 2020, the Company entered into an Employment Agreement with Anthony Brian Goodman. Pursuant to the agreement, Mr. Goodman is to receive an annual salary of $144,000, plus a superannuation of 9.5% of Mr. Goodman’s salary. As of January 31, 2021, total wage payable to Mr. Goodman was $38,769 and the superannuation payable was $3,683. On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 19, 2019, the Company granted options to purchase shares of common stock to Anthony Brian Goodman. More details of the options are covered in “Note 9 – Equity”. Weiting ‘Cathy’ Feng On February 22, 2016, the Company entered into a Consulting Service Agreement with its then Chief Financial Officer, Weiting ‘Cathy’ Feng. Pursuant to the Agreement, the consulting fee could be settled in shares. On December 12, 2017, the Company issued 518,538 shares of common stock to settle an account payable of $30,000 to Ms. Feng. On June 18, 2018, the Company issued 166,667 shares of common stock to settle an account payable of $30,000 to Ms. Feng. During the twelve months ended January 31, 2021, the total consulting fee to Ms. Feng was $67,894. As of January 31, 2021, the Company had $97,692 consulting fee payable to Ms. Feng. On October 26, 2020, the Company entered into an Employment Agreement with Weiting ‘Cathy’ Feng. Pursuant to the agreement, Ms. Feng is to receive an annual salary of $120,000, plus a superannuation of 9.5% of Ms. Feng’s salary. As of January 31, 2021, total wage payable to Ms. Feng was $32,308 and the superannuation payable was $3,069. On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 16, 2019, the Company granted options to purchase shares of common stock to Weiting ‘Cathy’ Feng. More details of the options are covered in “Note 9 – Equity”. Thomas E. McChesney On April 24, 2020, the Board of Directors appointed Mr. Thomas E. McChesney as a member of the Board of Directors of the Company. Mr. McChesney’s appointment was effective on April 27, 2020. The Board of Directors agreed to compensate Mr. McChesney $2,000 per month payable in arears and to grant Mr. McChesney options to purchase 100,000 shares of common stock in connection with his appointment. During the twelve months ended January 31, 2021, total consulting fee to Mr. McChesney was $18,000. As of January 31, 2021, the Company had no amount payable to Mr. McChesney. More details regarding the options are covered in “Note 9 – Equity”. Murray G. Smith On July 27, 2020, the Board of Directors appointed Mr. Murray G. Smith as a member of the Board of Directors of the Company. Mr. Smith’s appointment was effective on August 1, 2020. The Board of Directors agreed to compensate Mr. Smith $2,000 per month payable in arears and to grant Mr. Smith options to purchase 100,000 shares of common stock in connection with his appointment. During the twelve months ended January 31, 2021, the consulting fee to Mr. Smith was $12,000. As of January 31, 2021, the Company had no amount payable to Mr. Smith. More details regarding the options are covered in “Note 9 – Equity”. Aaron Richard Johnston On August 13, 2020, the Board of Directors agreed to appoint Mr. Aaron Richard Johnston as a member of the Board of Directors of the Company subject to his acceptance. On August 23, 2020, the Company received Mr. Johnston’s acceptance letter. The effective date of appointment was August 23, 2020. The Board of Directors agreed to compensate Mr. Johnston $2,000 per month payable in arears and to grant Mr. Johnston options to purchase 100,000 shares of common stock in connection with his appointment. During the twelve months ended January 31, 2021, the total consulting fee to Mr. Johnston was $10,000. As of January 31, 2021, the Company had no amount payable to Mr. Johnston. More details regarding the options are covered in “Note 9 – Equity”. Brett Goodman On May 1, 2020, the Company entered into a consultant agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, where Mr. Brett Goodman will provide consulting services assisting the Company with building a Peer-to-Peer gaming system. The consultant will be paid $3,000 per month. On August 10, 2020, the Company entered into a Stock Purchase Agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, and Jason Silver, who was then subject to a partnership agreement with Brett Goodman. Mr. Goodman and Mr. Silver had previously engaged a third-party company to develop a Peer-to-Peer betting application and the parties determined it was in the Company’s best interests to assume ownership of the Peer-to-Peer betting application development program, and to engage Mr. Goodman and Mr. Silver for management of the project. Pursuant to the agreement, we agreed to issue each of Mr. Goodman and Mr. Silver 2,000 shares of restricted common stock (4,000 shares in aggregate)(which shares were issued on March 24, 2021), and as a result, a $14,840 expense was recorded. Additionally, each of Mr. Goodman and Mr. Silver agreed to manage the project. We also agreed to reimburse Mr. Goodman and Mr. Silver for the costs of the project; however, there have been no expenses to date. Marla Goodman Marla Goodman is the wife of Anthony Brian Goodman, the Company’s Chief Executive Officer. Marla Goodman owns 50% of Articulate Pty Ltd. (discussed below). Articulate Pty Ltd (b) Back Office Services: On April 1, 2016, the Company entered into a Back Office/Service Provider Agreement with Articulate Pty Ltd (“ Articulate On December 1, 2018, the Company entered into an Amendment to Back Office Agreement with Articulate, pursuant to which the compensation payable thereunder increased from $2,300 per month to $5,500 per month. On August 1, 2019, the Company entered into a Second Amendment to Back Office Agreement with Articulate. Based on the increased utilization of office space, increased use of utilities, and accounting resources, the parties agreed to increase the contribution from $5,500 per month to $11,000 per month. (b) License Agreement: On March 1, 2018, the Company entered into a License Agreement with Articulate, in which Articulate received a license from the Company to use the GM2 Asset technology, and would pay the Company a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system. Beginning on July 1, 2018, the Company provided system for usage in an additional currency, and a lower usage fee scale was agreed in an Addendum for the additional market. For the twelve months ended January 31, 2021, revenues from Articulate were $2,248,877. (c) Offset: On October 31, 2020, the Company and Articulate reached an agreement, and entered into a memorandum dated as of the same date, to offset accounts payable with accounts receivable. Before the offset, the Company had $410,045 accounts payable to Articulate and $1,456,326 of accounts receivable from Articulate. After the offset, the Company had no accounts payable to Articulate and $1,046,280 of accounts receivable from Articulate. On December 31, 2020, the Company, Articulate and Hopestar Technology Service Co., Ltd (“ Hopestar |
EQUITY
EQUITY | 12 Months Ended |
Jan. 31, 2021 | |
EQUITY | |
NOTE 9 - EQUITY | Preferred Stock The Company has 20,000,000 shares of $0.00001 par value preferred stock authorized. On August 10, 2015, the Company’s Board of Directors authorized the creation of 1,000 shares of Series B Voting Preferred Stock. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. On August 10, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State designating the 1,000 shares of Series B Voting Preferred Stock. On August 14, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock. On April 3, 2016, the 1,000 shares of Series B Voting Preferred Stock previously issued to Santa Rosa Resources were transferred to Luxor pursuant to the terms of a February 22, 2016 Asset Purchase Agreement between Luxor and the Company. As of January 31, 2021, 19,999,000 Series A preferred shares and 1,000 Series B preferred shares of par value $0.00001 were designated, of which no Series A shares were issued and outstanding and 1,000 Series B shares were issued and outstanding. Common Stock On May 6, 2020, the Company issued 66,667 shares of Common Stock to James Caplan for services, in connection with an Addendum to Corporate Communication and Investor Relations Program entered into on March 20, 2020. The shares were recorded at their market value of $37,000. On April 27, 2020, we filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State pursuant to which we affected a reverse stock split of our authorized and issued and outstanding common stock in a ratio of 1-for-150. As a result of such filing, our authorized shares of common stock decreased from 6 billion to 40 million and our issued and outstanding shares of common stock decreased in a ratio of 1-for-150. All fractional shares of common stock remaining after the reverse split were rounded up to the nearest whole share. Pursuant to Section 78.207(1) of the Nevada Revised Statutes (“ NRS On August 10, 2020, the Company entered into a Stock Purchase Agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, and Jason Silver (collectively, the “ Partnership From August 14, 2020 to August 20, 2020, the Company offered for purchase to a limited number of accredited and offshore investors up to an aggregate of 900,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock for $3.40 per unit. The warrants have an exercise price of $4.10 per share (and no cashless exercise rights), and are exercisable until the earlier of (a) August 20, 2022, and (b) the 30 th Ten-Day Period From November 23, 2020, to December 7, 2020 (ten consecutive trading days), the closing sales price of the Company’s common stock closed at or above $6.80 per share, and on December 8, 2020, the Company provided notice to the holders of the Warrants that they had until January 7, 2021 to exercise such Warrants, or such Warrants would expire pursuant to their terms. From December 9, 2020, to January 7, 2021, ten holders of Warrants to purchase an aggregate of 409,029 shares of the Company’s common stock exercised such Warrants and paid an aggregate exercise price of $1,677,019 to the Company. In connection with such exercises the Company issued such Warrant holders an aggregate of 409,029 shares of restricted common stock. On January 20, 2021, the Company sold an aggregate of 1,000,000 units to one investor, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock, at a price of $5.00 per unit. The units were sold pursuant to the entry into a subscription agreement with the investor (the “ Subscription Agreement Securities Act th During the year ended January 31, 2021, nine consultants exercised their options. As a result, 1,766,509 shares were issued due to the exercise of options. More details regarding the options are discussed in “Stock Option Plan” Below. As of January 31, 2021, 40,000,000 shares of common stock, par value $0.00001 per share, were authorized, of which 22,741,665 shares were issued and outstanding. Stock Option Plan On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. The fair value of stock options was measured using the Black-Scholes option pricing model. The Black-Scholes valuation model takes into consideration the share price of the Company, the exercise price of the option, the amount of time before the option expires, and the volatility of share price. Compensation expense will be charged to operations through the vesting period. The amount of cost will be calculated based on the new accounting standard ASU 2018-07. All shares and prices per share have been adjusted for a 1 share-for-150 shares reverse stock split that took effect on June 26, 2020: (b) External Consultants: On January 3, 2018, the Company granted stock options to nine external consultants, with each of them being granted options to purchase 200,000 shares of Common Stock of the Company with an exercise price of $0.06 per share, with a vesting period of three years, vesting 33% on each anniversary for three years. The expiration date is June 30, 2021. The fair value of each consultant’s option was $11,877 on the grant date based on the share price of $0.06 on the granting date, an exercise price of $0.06 per share, time to maturity of 3.5 years, and stock price volatility of 273%. During the financial year 2018, three of the consultants resigned, and their options were forfeited. During the financial year 2019, another two of the consultants resigned with one-third of their options vested and the remaining two-thirds of their options forfeited. Excepting the forfeited options, the fair value of the stock options above was $55,425 in total on the grant date. During the year ended January 31, 2021, 533,336 options were exercised: · On August 4, 2020, a consultant exercised 133,334 options to purchase shares of common stock in a cashless exercise pursuant to which 1,952 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 131,382 shares were issued. · On November 4, 2020, a consultant exercised options to purchase 133,334 shares of common stock for cash, pursuant to which $8,000 aggregate exercise price of the options was paid to the Company and 133,334 shares were issued. · On November 9, 2020, a consultant exercised options to purchase 133,334 shares of common stock in a cashless exercise pursuant to which 1,318 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 132,016 shares were issued. · On November 16, 2020, a consultant exercised options to purchase 133,334 shares of common stock in a cashless exercise pursuant to which 1,276 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 132,058 shares were issued. During the year ended January 31, 2021, the amortization expense was $14,530, which was recorded as cost of goods sold. As of January 31, 2021, all the options for the six consultants were vested, 399,998 options were not exercised, and the unamortized balance was $0. On March 15, 2018, the Company granted stock options to an external consultant, James Young. The consultant was granted options to purchase 1,400,000 shares of Common Stock of the Company with an exercise price of $0.06 per share, with a vesting period of three years, vesting 33% on each anniversary for three years. The expiration date is June 30, 2021. The fair value of the option was $41,209 on the grant date based on the share price of $0.03 on the granting date, an exercise price $0.06 per share, time to maturity of 3.5 years, and stock volatility of 263%. On September 1, 2020, the consultant exercised options to purchase 933,334 shares of common stock in a cashless exercise pursuant to which 9,257 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 924,077 shares were issued. During the year ended January 31, 2021, the amortization expense was $13,481, which was recorded as cost of goods sold. As of January 31, 2021, all the options were vested, 466,666 options were not exercised, and the unamortized balance was $0. On August 3, 2018, the Company granted stock options to an external consultant, Hongfei Zhang. The consultant was granted options to purchase 200,000 shares of Common Stock of the Company with an exercise price of $0.12 with a vesting period of three years, vesting 33% on each anniversary for three years. The expiration date is January 31, 2022. The fair value of the stock options was $22,056 on the grant date based on the share price of $0.12 on the grant date, exercise price of $0.12, time to maturity of 3.5 years, and stock volatility of 184%. During the year ended January 31, 2021, the amortization expense was $7,397, which was recorded as cost of goods sold. As of January 31, 2021, 133,334 options were vested without being exercised, 66,666 options were not vested, and the unamortized balance was $3,641.On November 28, 2018, the Company granted stock options to an external consultant, Su He. The consultant was granted options to purchase 200,000 shares of Common Stock of the Company with an exercise price of $0.165 with a vesting period of three years, vesting 33% on each anniversary for three years. The expiration date is May 29, 2022. The fair value of the stock options was $29,869 on the grant date based on the share price of $0.165 on the grant date, an exercise price of $0.165, time to maturity of 3.5 years, and stock volatility of 176%. On November 29, 2020, the consultant exercised options to purchase 133,334 shares of common stock in a cashless exercise pursuant to which 3,099 shares were surrendered to the Company to pay for the aggregated exercise price of the options and 130,235 shares were issued. During the year ended January 31, 2021, the amortization expense was $11,810, which was recorded as cost of goods sold. As of January 31, 2021, 66,667 options were not vested, and the remaining unamortized balance was $4,930. On April 9, 2019, the Company entered into a Consultant Agreement and granted stock options to an external consultant, Marc Mcalister. The consultant was granted options to purchase 100,000 shares of Common Stock of the Company at an exercise price of $0.33 per share with a vesting period of half a year, vesting 100% on October 9, 2019. The original expiration date was April 9, 2020, which was extended to April 9, 2021, By Board resolution. The Company recorded a total of $46 of cost of goods expense due to the exercise period being extended. The fair value of the stock options was $16,820 on the grant date based on the share price of $0.33 on the grant date, exercise price of $0.33, time to maturity of 1 year, and stock volatility of 136%. During the year ended January 31, 2021, there was no amortization expense recorded as cost of goods sold. As of January 31, 2021, all the options were vested without being exercised, and there was no remaining unamortized balance. On April 9, 2019, the Company entered into a Consultant Agreement and granted stock options to an external consultant, Michael Davies. The consultant was granted options to purchase 53,334 shares of Common Stock of the Company with an exercise price of $0.33 per share, with a vesting period of half a year, vesting 100% on October 9, 2019. The original expiration date was April 9, 2020, which was extended to April 9, 2021, By Board resolution. The Company recorded a total of $25 of cost of goods expense due to the exercise period being extended. The fair value of the stock options was $8,971 on the grant date based on the share price of $0.33 on the grant date, exercise price of $0.33, time to maturity of 1 year, and stock volatility of 136%. During the year ended January 31, 2021, there was no amortization expense recorded as cost of goods sold. As of January 31, 2021, all the options were vested without being exercised, and there was no remaining unamortized balance. On June 11, 2019, the Company granted stock options to two external consultants, Zhe Yan and Yukun Qiu. Each consultant was granted options to purchase 200,000 shares of Common Stock of the Company with an exercise price of $0.48 per share, and a vesting period of three years, vesting 33% on each anniversary of the grant, for three years. The expiration date is December 11, 2022. The fair value of the stock options for each consultant was $75,312 on the grant date based on the share price of $0.48 on the grant date, exercise price of $0.48 per share, time to maturity of 3.5 years, and stock volatility of 130%. On September 1, 2020, one consultant exercised options to purchase 66,667 shares of common stock in a cashless exercise pursuant to which 5,290 shares were surrendered to pay for the aggregate exercise price of the options and 61,377 shares were issued. On November 16, 2020, another consultant exercised options to purchase 66,667 shares of common stock in a cashless exercise pursuant to which 5,104 shares were surrendered to the Company to pay for the aggregated exercise price of the options and 61,563 shares were issued. During the year ended January 31, 2021, the amortization expense was $50,300 and was recorded as cost of goods sold. As of January 31, 2021, 266,666 options were not vested, and the remaining unamortized balance was $68,166. On March 16, 2020, the Company granted stock options to an external consultant, Jiayi Wu. The consultant was granted options to purchase 200,000 shares of Common Stock of the Company with an exercise price of $0.465 per share, with a vesting period of two years, vesting 33% for the first two half year periods and 33% for the remaining one year. The expiration date is September 15, 2022. The fair value of the stock options was $48,060 on the grant date based on the share price of $0.465 on the grant date, exercise price of $0.465 per share, time to maturity of 2.5 years, and stock volatility of 88.16%. On September 17, 2020, the consultant exercised options to purchase 66,667 shares of common stock in a cashless exercise pursuant to which 6,200 shares were surrendered to pay for the aggregate exercise price of the options and 60,467 shares were issued. On October 2, 2020, the consultant terminated the consulting agreement with the Company. As such, the unvested options were all forfeited. During the year ended January 31, 2021, the amortization expense was $16,020 and was recorded as cost of goods sold. As of January 31, 2021, all the vested options were exercised and there were no unvested options and no remaining unamortized balance. On March 16, 2020, the Company granted stock options to two external consultants, James Young and Tamzin Cubells. Each consultant was granted options to purchase 100,000 shares of Common Stock of the Company with an exercise price of $0.465 per share, with a vesting period of two years, vesting 50% on each anniversary of the grant date. The expiration date is March 16, 2024. The fair value of the stock options was $29,073 for each consultant on the grant date based on the share price of $0.465 on the grant date, exercise price of $0.465 per share, time to maturity of 4 years, and stock volatility of 88%. During the year ended January 31, 2021, the amortization expense was $25,569 and was recorded as cost of goods sold. As of January 31, 2021, none of the options were vested, and the remaining unamortized balance was $32,578. On June 18, 2020, the Company granted stock options to five external consultants. Each consultant was granted options to purchase 100,000 shares of Common Stock of the Company with an exercise price of $1.74 per share, with a vesting period of two and a half years, vesting 33% at the end of the first half year and 33% on each anniversary of the grant date, for the next two years. The expiration date is June 18, 2023. The fair value of each of the stock options was $74,752 on the grant date based on the share price of $1.74 on the grant date, exercise price of $1.74, time to maturity of 3 years, and stock volatility of 65.21%. During the year ended January 31, 2021, one consultant resigned with one third of the options vested. During the year ended January 31, 2021, the amortization expense was $136,602 and was recorded as cost of goods sold. As of January 31, 2021, 166,670 options were vested, and the remaining unamortized balance was $187,324. The cost of sales related to the options was $275,780 in total for the year ended January 31, 2021. (b) Directors: On January 3, 2018, the Company granted stock options to its Chief Executive Officer, Brian Anthony Goodman, to purchase 5,400,000 shares of Common Stock of the Company with an exercise price of $0.066, vesting 33% each half year after the grant date. The fair value of the stock options was $265,821 on August 1, 2018 based on the share price of $0.066, exercise price of $0.066, time to maturity of 1 year, and stock volatility of 273%. On September 16, 2019, the Company passed a Board Resolution to extend the expiration date from December 30, 2019 to June 30, 2020. On January 20, 2020, the Company passed a Board Resolution to extend the expiration date by another 12 months, and the expiration date was extended to June 30, 2021. During the year ended January 31, 2021, there was no amortization expense recorded due to these options. As of January 31, 2020, the options were fully vested without being exercised, and there was no remaining unamortized balance. On January 3, 2018, the Company granted stock options to its then Chief Financial Officer, Weiting ‘Cathy’ Feng, to purchase 1,400,000 shares of Common Stock of the Company with an exercise price of $0.06, vesting 33% each half year after the grant. The fair value of the stock options was $69,615 on August 1, 2018, based on the share price of $0.06, exercise price of $0.06, time to maturity of 1 year, and stock volatility of 273%. On September 16, 2019, the Company passed a Board Resolution to extend the expiration date of the options from December 30, 2019 to June 30, 2020. On January 20, 2020, the Company passed a Board Resolution to extend the expiration date by another 12 months, and the expiration date was extended to June 30, 2021. During the year ended January 31, 2021, there was no amortization expense recorded due to these options. As of January 31, 2021, the options were fully vested without being exercised, and there was no remaining unamortized balance. On September 19, 2019, the Company granted stock options to its Chief Executive Officer, Brian Anthony Goodman, to purchase 2,700,000 shares of common stock of the Company with an exercise price of $0.9075 per share, vesting 33% each half year after the grant. The fair value of the stock options was $1,221,862 on September 19, 2019 based on the share price of $0.825, exercise price of $0.9075, time to maturity of 2 years, and stock volatility of 110%. During the year ended January 31, 2021, the amortization expense was $815,831, which was recorded as stock-based compensation included in G&A expense -related party. As of January 31, 2021, 1,800,000 options were vested without being exercised, 900,000 options were not vested, and the remaining unamortized balance was $102,659.On September 19, 2019, the Company granted stock options to its then Chief Financial Officer, Weiting ‘Cathy’ Feng, to purchase 700,000 shares of Common Stock of the Company with an exercise price of $0.825 per share, vesting 33% each half year after the grant. The fair value of the stock options was $328,855 on September 19, 2019 based on the share price of $0.825, exercise price of $0.825, time to maturity of 2 years, and stock volatility of 110%. During the year ended January 31, 2021, the amortization expense was $219,575, which was recorded as stock-based compensation included in the G&A expense – related party. As of January 31, 2021, 466,667 options were vested without being exercised, 233,333 options were not vested, and the remaining unamortized balance was $27,630. On April 27, 2020, the Company granted stock options to its Director, Thomas McChesney, to purchase 100,000 shares of common stock of the Company with an exercise price of $0.795 and a vesting period of nine months. The options vest in three installments as follows: 50% on July 27, 2020, 25% on October 27, 2020 and 25% on January 27, 2021. The fair value of the stock options was $79,966 on April 27, 2020, based on the share price of $1.26, exercise price of $0.795, time to maturity of 3.5 years, and stock volatility of 77%. During the year ended January 31, 2021, the amortization expense was $79,966, which was recorded as stock-based compensation including in G&A expense – related party. As of January 31, 2021, all the options were vested without being exercised, there was no remaining unamortized balance. On August 1, 2020, the Company granted stock options to its Director, Murray Smith, to purchase 100,000 shares of common stock of the Company with an exercise price of $2.67 and a vesting period of nine months. The options vest in three installments as follows: 50% on November 1, 2020, 25% on February 1, 2020 and 25% on May 1, 2021. The fair value of the stock options was $252,350 on August 1, 2020, based on the share price of $3.48, exercise price of $2.67, time to maturity of 3.5 years, and stock volatility of 107%. During the year ended January 31, 2021, the amortization expense was $189,611, which was recorded as stock-based compensation included in G&A expense – related party. As of January 31, 2021, 50,000 options were vested without being exercised, and the remaining unamortized balance was $62,739. On August 20, 2020, the Company granted stock options to its Director, Aaron Johnston, to purchase 100,000 shares of common stock of the Company with an exercise price of $2.67 and a vesting period of nine months. The options vest in three installments as follows: 50% on November 1, 2020, 25% on February 1, 2020 and 25% on May 1, 2021. The fair value of the stock options was $433,096 on August 20, 2020, based on the share price of $5.54, exercise price of $2.67, time to maturity of 3.44 years, and stock volatility of 106%. During the year ended January 31, 2021, the amortization expense was $325,420, which was recorded as stock-based compensation included in G&A expense – related party. As of January 31, 2021, 50,000 options were vested without being exercised, and the remaining unamortized balance was $107,676. The stock-based compensation related to options was $1,630,403 in total for the year ended January 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2021 | |
INCOME TAXES | |
NOTE 10 - INCOME TAXES | The U.S. corporate income tax rate was reduced to 21% as a result of the Tax Cuts and Jobs Act (TCJA). A reconciliation of income tax expense to the amount computed at the statutory rates is as follows: January 31, January 31, July 31, July 31, 2021 2020 2019 2018 Operating loss (profit) for the periods ended $ (398,080 ) $ (966,774 ) $ (1,769,908 ) $ 1,318,373 Average statutory tax rate 21 % 21 % 21 % 34 % Deferred tax asset (liability) attributable to net operating loss carry-forwards $ (83,597 ) $ (203,023 ) $ (371,681 ) $ 448,247 87 Significant components of the Company’s deferred tax assets and liabilities as of January 31, 2021 and 2020, July 31, 2019 and 2018, after applying enacted corporate income tax rates, are as follows: January 31, January 31, July 31, July 31, 2021 2020 2019 2018 Deferred tax asset (liability) attributable to net operating loss carry-forwards (83,597 ) (203,023 ) (371,681 ) 448,247 Less: valuation allowance (1,425,240 ) (1,628,262 ) (1,999,943 ) (2,789,756 ) Tax benefit 1,341,643 1,425,240 1,628,262 3,238,003 Valuation allowance (1,341,643 ) (1,425,240 ) (1,628,262 ) (3,238,003 ) Net deferred income tax assets - - - - The Company has net operating losses carried forward of approximately $6,388,776 for tax purposes which may be recognized in future periods, not to exceed 20 years. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Jan. 31, 2021 | |
CONCENTRATIONS | |
NOTE 11 - CONCENTRATIONS | At the present time, we are dependent on a limited number of customers for all of our business, revenue and results of operations, the most significant of which is a related party. The Company’s major revenues for the year ended January 31, 2021 were from three customers, one of which was Articulate Pty Ltd, a related party, which is wholly-owned by Anthony Brian Goodman, CEO and Chairman of the Company and his wife Marla Goodman. For the year ended January 31, 2021, the aggregate amount of revenues from the three customers were $4,979,909. Articulate Pty Ltd accounted for 43%; Red Label Technology Pte Ltd accounted for 11%; Hopestar Technology Service Co., Ltd accounted for 41%. As of January 31, 2021, the net accounts receivable in total were $1,697,215 mainly from two customers: Articulate Pty Ltd accounted for 39% and Red Label Technology Pte Ltd accounted for 49%. During the year ended January 31, 2021, total cash received from customers was $3,550,499. Articulate Pty Ltd accounted for 49% and Hopestar Technology Service Co., Ltd accounted for 33%. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 12 - COMMITMENTS AND CONTINGENCIES | On July 31, 2020, the Company received a penalty in a total amount of $29,988 from the Office of the Nevada State Treasurer. The reason for the penalty was that the Company failed to report, pay and deliver the $30,000 unclaimed convertible note to the Unclaimed Property Division within the time prescribed by Nevada Revised Statute 120A.730. The Company was required to pay interest at a rate of 18 percent per annum on the $30,000 accrued from October 15, 2015 to June 15, 2020. An additional civil penalty of $200 for each day the report, payment or delivery is withheld or the duty is not performed is also applied, up to a maximum of $5,000. The Company applied for the extenuation of the penalty. Pursuant to the Office of State Treasurer’s requirement, in order to receive a waiver from accumulated penalties, the Company was required to apply for the Voluntary Disclosure Agreement Program. The Company subsequently adopted an Unclaimed Property Policy in November 2020, and applied for the Program. On January 20, 2021, the Company received the response from Unclaimed Property Division that the Company was accepted into the Program. Pursuant to a Voluntary Disclosure Agreement entered into with the Office of the State Treasurer Unclaimed Property Division of Nevada, the assessed penalty for the Company’s late filing on June 15, 2020 has been waived and the interest has been adjusted to the Wall Street Journal prime rate plus 2%. The total amount due was reduced to $7,288. On February 1, 2021, the Company submitted the final payment eliminating the penalty. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | On March 1, 2021, the Company entered into an Asset Purchase Agreement with Gamefish Global Pty Ltd, a company incorporated in Australia (“ Gamefish Aggregation Platform As consideration for the acquisition, the Company agreed to pay Gamefish $174,000, payable pursuant to a schedule set forth in the agreement, and certain milestones being met with respect to the stability, functionality and operation of the Aggregation Platform. The Company also agreed to pay three months of monthly fees to Gamefish in the amount of $13,050 per month, for ongoing support for the intellectual property. The purchase is also contingent on the Company entering into mutually acceptable consulting agreements with two principals of Gamefish. On March 1, 2021, the Company entered into two Business Consultant Agreements with Ontario Inc. and ANS Advisory. Pursuant to the agreements, Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc. and Aaron Neill-Stevens, acting on behalf of ANS Advisory will each be issued $3,000 of shares of common stock per month beginning on March 1, 2021, payable in arears, based on the 7-day average price of the stock leading up to the end of the calendar month and to be issued within 7 days of month end. The Company also agreed to grant Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc. warrants to purchase 120,000 shares of common stock and Aaron Neill-Stevens, acting on behalf of ANS Advisory warrants to purchase 120,000 shares of common stock. On March 22, 2021, the warrants were granted. The Warrants have an exercise price of $5.50 per share (and no cashless exercise rights), and are exercisable until the earlier of (a) March 22, 2023, and (b) the 20th day after the Company provides the holder of the warrants notice that the closing sales price of the Company’s common stock has closed at or above $11.00 per share for a period of ten consecutive trading days. Effective on April 22, 2021, the Board of Directors appointed Mr. Omar Jimenez as the Chief Financial Officer and Chief Compliance Officer of the Company effective as of the same date. The Board of Directors also appointed Mr. Jimenez as the Principal Accounting/Financial Officer, effective following the filing of the Company’s Annual Report on Form 10-K for the year ended January 31, 2021 (the “ Annual Report Filing Date In connection with Mr. Jimenez’s appointment, the Company entered into a Consulting Agreement with Mr. Jimenez. The Consulting Agreement provides for Mr. Jimenez to be paid $12,500 per month (which may be increased from time to time with the mutual consent of Mr. Jimenez and the Company), to be granted options to purchase 50,000 shares of common stock, granted under the Company’s 2018 Equity Compensation Plan, with an exercise price of $9.91 per share, of which options to purchase 25,000 shares vested on April 22, 2021, and options to purchase 25,000 shares vest on the six month anniversary of the entry into the Consulting Agreement, subject to Mr. Jimenez’s continued service to the Company, and have a term of two years. Mr. Jimenez may also receive discretionary bonuses from time to time in the discretion of the Board of Directors in cash, stock or options. The Consulting Agreement has customary assignment of invention and work for hire language, confidentiality and indemnification requirements and requires Mr. Jimenez to devote at least 20 hours per week to the Company, which may be increased from time to time with the mutual approval of Mr. Jimenez and the Chief Executive Officer of the Company. The Consulting Agreement requires Mr. Jimenez to provide services to the Company as Chief Financial Officer and Chief Compliance Officer (CCO), as are customary for these positions in public corporations of similar size as the Company. As CCO, Mr. Jimenez is required to manage, review and supervise the Company’s regulatory compliance program, including the Company’s Corporate Disclosure Policy (discussed below), the internal audit program, and the Company’s compliance with various policies, procedures and codes of conduct of the Company in effect from time to time which apply to other employees and executive officers; and shall oversee the Company’s compliance with laws, regulatory requirements, policies, and procedures, including, but not limited to, its filings with the Securities and Exchange Commission and disclosures to The NASDAQ Capital Market. On April 22, 2021, the Board of Directors adopted a Corporate Disclosure Policy, setting forth policies and procedures for the disclosure of material information about the Company, and authorizing the Chief Compliance Officer to take various actions in connection therewith. Recent issuances of unregistered securities subsequent to our fiscal year ended January 31, 2021 On February 1, 2021, a consultant exercised options to purchase 66,666 shares of common stock in a cashless exercise pursuant to which 770 shares were surrendered to the Company to pay for the aggregate exercise price of the options ($4,000) and 65,896 shares were issued on March 24, 2021. On February 17, 2021, a consultant exercised options to purchase 66,666 shares of common stock for cash, pursuant to which the $4,010 aggregate exercise price of the options was paid to the Company and 66,666 shares were issued on March 24, 2021. On February 18, 2021, a consultant exercised options to purchase 133,334 shares of common stock in a cashless exercise pursuant to which 2,832 shares were surrendered to the Company to pay for the aggregate exercise price of the options ($16,000) and 130,502 shares were issued on March 24, 2021. On March 1, 2021, the Company entered into two Business Consultant Agreements with Ontario Inc. and ANS Advisory. Pursuant to the agreements, Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc. and Aaron Neill-Stevens, acting on behalf of ANS Advisory will each be issued $3,000 of shares of common stock per month beginning on March 1, 2021, payable in arears, based on the 7-day average price of the stock leading up to the end of the calendar month and to be issued within 7 days of month end. The Company also agreed to grant Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc., warrants to purchase 120,000 shares of common stock and Aaron Neill-Stevens, acting on behalf of ANS Advisory, warrants to purchase 120,000 shares of common stock. On March 22, 2021, the warrants were granted. The Warrants have an exercise price of $5.50 per share (and no cashless exercise rights), and are exercisable until the earlier of (a) March 22, 2023, and (b) the 20th day after the Company provides the holder of the warrants notice that the closing sales price of the Company’s common stock has closed at or above $11.00 per share for a period of ten consecutive trading days. On March 24, 2021, the Company issued 2,000 shares of common stock to Brett Goodman, the son of the Company’s Chief Executive Officer, and 2,000 shares of restricted common stock to Jason Silver, pursuant to the terms of the August 10, 2020 Stock Purchase Agreement, for services provided. On March 24, 2021, the Company issued 1,822 shares of common stock to a consultant for services provided. On April 1, 2021, a consultant exercised options to purchase 66,666 shares of common stock in a cashless exercise pursuant to which 597 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($4,000) and 66,069 shares were issued. On April 5, 2021, the Company issued 1,010 shares of restricted common stock to two consultants for services provided. Each consultant was issued 505 shares. On April 5, 2021, a consultant exercised options to purchase 100,000 shares of common stock in a cashless exercise pursuant to which 5,077 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($33,000) and 94,923 shares were issued. On April 5, 2021, a consultant exercised options to purchase 53,334 shares of common stock in a cashless exercise pursuant to which 2,708 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($17,600) and 50,626 shares were issued. On April 7, 2021, a consultant exercised options to purchase 66,666 shares of common stock in a cashless exercise pursuant to which 572 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($4,000) and 66,094 shares were issued. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
Going Concern | In connection with the preparation of its financial statements for the fiscal years ended January 31, 2021 and 2020, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40), which requires an assessment of relevant conditions or events, considered in the aggregate, that are known or reasonably knowable by management on the issuance dates of the financial statements which indicated the probable likelihood that the Company will be unable to meet its obligations as they become due within one year after the issuance date of the financial statements. The accompanying consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, which included the profitability of the Company and the cash flow generated by its operations, and the amount of capital recently and/or in the process of being raised. Working capital at January 31, 2021 improved by $10,788,739 from the previous year. As a result of the private placement and warrant exercise in August 2020 and January 2021, 1,936,058 shares of common stock were issued raising net proceeds received of $8,468,864. For the fiscal year ending January 31, 2021, the Company had $11,706,349 in its operating bank accounts and the Company generated $1,878,043 cash provided by operations. Based on its evaluation, management believes that it has completely mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern which existed at the time of the filing of the Company’s Transition Report on Form 10-KT for the transition period from August 1, 2019 to January 31, 2020. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Technology Group Pty Ltd. (after December 22, 2020). All intercompany transactions and balances have been eliminated. |
Common Control Asset Acquisition | A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. On January 19, 2021, the Company acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian Company, wholly owned by Mr. Goodman. Mr. Goodman is also a controlling party of the Company via his stock holding in Luxor Capital, which has a controlling vote of greater than 50%. As such the acquisition of GTG was a common control acquisition. The accounting and reporting for a transaction between entities under common control is addressed in the “ Transactions Between Entities Under Common Control |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Significant items subject to such estimates and assumptions include contingent liability, stock-based compensation, warrant valuation and collectability of accounts receivable. Actual results could differ from those estimates. |
Allowance for Doubtful Accounts | The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of January 31, 2021 and 2020, the allowance for doubtful accounts was $168,557 and $179,396, respectively. During the year ended January 31, 2021, there was no bad debt expense recorded. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; and · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments mainly include cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, customer deposits, consideration payable and advances from shareholder. The carrying values of these financial instruments approximate their fair value due to their short-term nature. |
Share-Based Compensation | The Stock-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under Accounting Standards Update (ASU) 718, while nonemployee share-based payments issued for goods and services are accounted for under ASC 505-50. ASC 505-50 differs significantly from ASC 718. On June 20, 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs in July 2019. Under ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date, and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. 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 of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “ more likely-than-not |
Earnings (Loss) Per Common Share | Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the fiscal year ended January 31, 2021, six months ended January 31, 2020, and fiscal years ended 2019 and 2018: Year Ended January 31, 2021 Six Months Ended January 31, 2020 For the Years Ended July 31, 2019 2018 2019 2018 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Basic earnings (loss) per common share $ 0.02 $ 0.05 $ 0.09 $ (0.17 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Preferred shares 1,000 1,000 1,000 - Warrants/Options 11,633,736 8,838,440 8,774,216 - Convertible Debt - 54,511 54,511 - Adjusted weighted average common shares outstanding 31,588,555 27,862,743 27,593,734 7,729,719 Diluted earnings (loss) per common share $ 0.01 $ 0.03 $ 0.06 $ (0.17 ) For the year ended July 31, 2018, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. |
Revenues | The Company currently has two distinctive revenue streams: one is generated via usage of the Company’s software and the other is a royalty charged on the use of third party gaming content. 1. For the usage of the Company’s software, the Company charges gaming operators for the use of its unique IP and technology systems. 2. For the royalty charged on the use of third party gaming content, the Company acquires the third-party gaming content for a fixed cost and resells the content at a margin. According to Financial Accounting Standards Board (FASB) Topic 606, Revenue Recognition, our company recognizes revenues with the following steps: Step 1: Identify the contract with a customer Step 2: Identify the separate performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the separate performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. For the usage of the Company’s software, the Company provides services to the counterparty which include licensing the use of its unique IP and technology systems. The counterparty pays consideration in exchange for those services which include a variable amount depending on the Software Usage. The Company only recognizes the revenue at the month end when the usage occurs and the revenue is based on the actual Software Usage of its customers. For the royalty charged on the use of third party gaming content, the Company acts as a distributor of the third-party gaming content which is utilized by the client. The counterparty pays consideration in exchange for the gaming content utilized. The Company only recognizes the revenue at the month end when the usage of the gaming content occurs and the revenue is based on the actual usage of the gaming content. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under such guidance, lessees are required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard was effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard was adopted using a modified retrospective approach. The Company does not have any lease agreements or have any contracts that contain lease elements. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For public business entities (PBEs), the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods therein. Early adoption is permitted if financial statements have not yet been issued (for PBEs), but no earlier than an entity’s adoption date of ASC 606. If early adoption is elected, all amendments in the ASU that apply must be adopted in the same period. In addition, if early adoption is elected in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2018-07 in the 2019 fiscal year, and has adjusted the share-based compensation costs during that fiscal year. The Company's management believes the new standard can best represent the Company’s operating results. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Impact of COVID-19 Pandemic on Consolidated Financial Statements. | The outbreak of the 2019 novel coronavirus disease (“ COVID-19 |
SUMMARY OF ACCOUNTING POLICIE_2
SUMMARY OF ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
Schedule of basic and diluted earnings (loss) per common share | Year Ended January 31, 2021 Six Months Ended January 31, 2020 For the Years Ended July 31, 2019 2018 2019 2018 Basic earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Basic earnings (loss) per common share $ 0.02 $ 0.05 $ 0.09 $ (0.17 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders $ 398,080 $ 966,774 $ 1,769,908 $ (1,318,373 ) Denominator: Weighted average common shares outstanding 19,953,819 18,968,792 18,764,007 7,729,719 Preferred shares 1,000 1,000 1,000 - Warrants/Options 11,633,736 8,838,440 8,774,216 - Convertible Debt - 54,511 54,511 - Adjusted weighted average common shares outstanding 31,588,555 27,862,743 27,593,734 7,729,719 Diluted earnings (loss) per common share $ 0.01 $ 0.03 $ 0.06 $ (0.17 ) |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
NOTES PAYABLE | |
Schedule of Convertible Notes Payable | January 31, 2021 2020 Convertible Note #2 - 30,000 Convertible Note #59 - 10,000 Notes payable, principal $ - $ 40,000 |
ASSET ACQUISITION - RELATED P_2
ASSET ACQUISITION - RELATED PARTY (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
ASSET ACQUISITION - RELATED PARTY | |
Schedule of assets acquired and liabilities | Purchase price: 85,000 GBP based on the exchange rate on January 19, 2021 $ 115,314 Assets acquired and liabilities assumed Cash 192 Prepayments – Gaming License 61,513 Advance from shareholders (100 ) $ 61,605 Reduce in Additional Paid in Capital in GMGI 53,709 Consideration payable – related party $ 115,314 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
INCOME TAXES | |
Schedule of income tax expense | January 31, January 31, July 31, July 31, 2021 2020 2019 2018 Operating loss (profit) for the periods ended $ (398,080 ) $ (966,774 ) $ (1,769,908 ) $ 1,318,373 Average statutory tax rate 21 % 21 % 21 % 34 % Deferred tax asset (liability) attributable to net operating loss carry-forwards $ (83,597 ) $ (203,023 ) $ (371,681 ) $ 448,247 |
Schedule of deferred tax assets and liabilities | January 31, January 31, July 31, July 31, 2021 2020 2019 2018 Deferred tax asset (liability) attributable to net operating loss carry-forwards (83,597 ) (203,023 ) (371,681 ) 448,247 Less: valuation allowance (1,425,240 ) (1,628,262 ) (1,999,943 ) (2,789,756 ) Tax benefit 1,341,643 1,425,240 1,628,262 3,238,003 Valuation allowance (1,341,643 ) (1,425,240 ) (1,628,262 ) (3,238,003 ) Net deferred income tax assets - - - - |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - Mr. Goodman [Member] | 1 Months Ended |
Dec. 22, 2020GBP (£) | |
Common stock sell | 100.00% |
Total consideration | £ 85,000 |
SUMMARY OF ACCOUNTING POLICIE_3
SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | |
Numerator: | ||||
Net income (loss) | $ 966,774 | $ 398,080 | $ 1,769,908 | $ (1,318,373) |
Denominator: | ||||
Weighted average common shares outstanding | 18,968,792 | 19,953,819 | 18,764,007 | 7,729,719 |
Basic earnings (loss) per common share | $ 0.05 | $ 0.02 | $ 0.09 | $ (0.17) |
Diluted earnings (loss) per common share | ||||
Net income (loss) available to common shareholders | $ 966,774 | $ 398,080 | $ 1,769,908 | $ (1,318,373) |
Weighted average common shares outstanding | 18,968,792 | 19,953,819 | 18,764,007 | 7,729,719 |
Preferred shares | 1,000 | 1,000 | 1,000 | |
Warrants/Options | 8,838,440 | 11,633,736 | 8,774,216 | |
Convertible Debt | 54,511 | 54,511 | ||
Adjusted weighted average common shares outstanding | 27,862,743 | 31,588,555 | 27,593,734 | 7,729,719 |
Diluted earnings (loss) per common share | $ 0.03 | $ 0.01 | $ 0.06 | $ (0.17) |
SUMMARY OF ACCOUNTING POLICIE_4
SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | |
Allowance for doubtful accounts | $ 179,396 | $ 168,557 | ||
Cash and cash equivalents | 11,706,349 | |||
Net cash provided by operating activities | $ 986,723 | 1,878,043 | $ 1,451,934 | $ 302,716 |
Working capital | $ 10,788,739 | |||
Private Placement [Member] | ||||
Warrant exercise | 1,936,058 | |||
Proceeds from warrant exercises | $ 846,864 |
ACCOUNTS RECEIVABLE - RELATED_2
ACCOUNTS RECEIVABLE - RELATED PARTY (Details Narrative) - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
ACCOUNTS RECEIVABLE - RELATED PARTY | ||
Accounts receivable - related parties | $ 656,805 | $ 1,058,874 |
NOTES PAYABLES (Details)
NOTES PAYABLES (Details) - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 | Mar. 19, 2012 |
Notes payable, principal | $ 0 | $ 40,000 | |
Convertible Note 2 [Member] | |||
Notes payable, principal | 0 | 30,000 | $ 30,000 |
Convertible Note 59 [Member] | |||
Notes payable, principal | $ 0 | $ 10,000 |
NOTES PAYABLES (Details Narrati
NOTES PAYABLES (Details Narrative) - USD ($) | Aug. 10, 2020 | Sep. 10, 2018 | Mar. 01, 2016 | Jun. 15, 2020 | Feb. 28, 2019 | Feb. 28, 2018 | Sep. 22, 2016 | Jul. 21, 2016 | Apr. 26, 2016 | Jul. 31, 2015 | Mar. 19, 2012 | Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2016 |
Compensation expense-acquisition-related party | $ 0 | $ 0 | $ 90,873 | $ 1,242,812 | ||||||||||||
Gain on extinguishment of contingent liability - related party | 0 | 0 | 114,618 | 0 | ||||||||||||
Repayment of related party debt | 0 | 290,000 | 150,000 | 0 | ||||||||||||
Late fee payable | $ 30,000 | |||||||||||||||
Gain on extinguishment of debt | 0 | 0 | 106 | (129) | ||||||||||||
Settlement payable - related party | 0 | 0 | $ 17,420 | 39,302 | ||||||||||||
Notes payable, principal | 40,000 | 0 | ||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||
Settlement Payables | $ 145,000 | |||||||||||||||
Convertible Note 68 [Member] | ||||||||||||||||
Interest on promissory note | 6.00% | |||||||||||||||
Convertible debt | $ 2,374,712 | |||||||||||||||
Maturity date | Mar. 1, 2017 | |||||||||||||||
Debt discount | $ 1,662,243 | |||||||||||||||
Derivative liability | $ 1,662,243 | |||||||||||||||
Stock price | $ 0.2985 | |||||||||||||||
Exercise price | $ 0.4264 | |||||||||||||||
Period of maturity | 1 year | |||||||||||||||
Expected votatility | 15.57% | |||||||||||||||
Convertible Note 59 [Member] | ||||||||||||||||
Notes payable, principal | 10,000 | 0 | ||||||||||||||
Convertible Note 59 [Member] | Cancellation and Release Agreement [Member] | ||||||||||||||||
Convertible debt | $ 183,157 | |||||||||||||||
Gain on extinguishment of debt | $ 165,000 | |||||||||||||||
Convertible Note 59 [Member] | Istvan Elek [Member] | ||||||||||||||||
Convertible debt | $ 25,000 | |||||||||||||||
Conversion price as a percentage of market price | 50.00% | |||||||||||||||
Convertible Note 59 [Member] | On August 1, 2019 [Member] | ||||||||||||||||
Notes payable, outstanding balance | 12,424 | |||||||||||||||
Convertible Note 59 [Member] | Black Bridge LLC [Member] | ||||||||||||||||
Interest on promissory note | 8.00% | |||||||||||||||
Convertible debt | $ 50,000 | $ 240,000 | ||||||||||||||
Market price | 50.00% | |||||||||||||||
Maturity date | Jan. 31, 2016 | |||||||||||||||
Interest rate | 22.00% | |||||||||||||||
Gain on extinguishment of debt | $ 47,151 | |||||||||||||||
Convertible Note 2 [Member] | ||||||||||||||||
Notes payable, principal | $ 30,000 | $ 30,000 | 0 | |||||||||||||
Unclaimed property division payment | $ 30,000 | |||||||||||||||
Proceeds from issuance of promissory notes | $ 30,000 | |||||||||||||||
Beneficial conversion feature | The note had a conversion price of $0.01 per share. | |||||||||||||||
Convertible Note 2 [Member] | On August 1, 2019 [Member] | ||||||||||||||||
Convertible debt, principal balance | 30,000 | |||||||||||||||
Notes payable, outstanding balance | 30,000 | |||||||||||||||
Luxor Capital LLC [Member] | ||||||||||||||||
Principal amount | 209,414 | |||||||||||||||
Settlement payable - related party | 290,000 | |||||||||||||||
Loan payable, balance | 290,000 | |||||||||||||||
Convertible note, principal amount | 649,414 | |||||||||||||||
Debt converted into common stock | $ 209,414 | |||||||||||||||
Conversion price | $ 0.15 | |||||||||||||||
Common stock shares issued upon conversion of convertible debt | 1,396,094 | |||||||||||||||
Amount payable under agreement | $ 150,000 | |||||||||||||||
Luxor Capital LLC [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||
Promissory note payment description | 20% of the total value was required to be paid on signing the agreement, 40% of the total value was required to be paid on October 1, 2019, and 40% of the total value including any accrued interest was required to be paid on April 1, 2020. The late payment fee would be $500 per month | |||||||||||||||
Compensation expense-acquisition-related party | $ 90,873 | |||||||||||||||
Convertible promissory note issued | 1,031,567 | |||||||||||||||
Gain on extinguishment of contingent liability - related party | $ 114,618 | |||||||||||||||
Interest on promissory note | 6.00% | |||||||||||||||
Common stock issued for acquisition, shares | 4,166,667 | |||||||||||||||
Common stock issued for acquisition, value | $ 187,500 | |||||||||||||||
Assets term period | Asset system during the 12-month period of March 1, 2018 to February 28, 2019 | |||||||||||||||
Contingent liability-related party | $ 1,146,185 | $ 1,055,312 | ||||||||||||||
Debt discount | 10.00% | |||||||||||||||
Revenues percentage | 50.00% | |||||||||||||||
Repayment of related party debt | 214,930 | |||||||||||||||
Convertible debt, principal balance | 170,254 | |||||||||||||||
Late fee payable | 4,000 | |||||||||||||||
Accrued interest | 40,676 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Loan received | $ 99 | $ 1,000 | ||||||||||||||
Mr Istvan Elek [Member] | ||||||||||||||||
Aggreed to payment settle of convertible note | $ 13,242 | |||||||||||||||
Principal amount | 10,000 | |||||||||||||||
Accrued interest | $ 3,242 |
ASSET ACQUISITION - RELATED P_3
ASSET ACQUISITION - RELATED PARTY (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Assets acquired and liabilities assumed | ||
Advance from shareholders | $ 99 | $ 1,000 |
Share Purchase Agreement [Member] | ||
Purchase price: | ||
85,000 GBP based on the exchange rate on January 19, 2021 | 115,314 | |
Assets acquired and liabilities assumed | ||
Cash | 192 | |
Prepayments - Gaming License | 61,513 | |
Advance from shareholders | (100) | |
Total | 61,605 | |
Reduce in Additional Paid in Capital in GMGI | 53,709 | |
Consideration payable - related party | $ 115,314 |
ASSET ACQUISITION - RELATED P_4
ASSET ACQUISITION - RELATED PARTY (Details Narrative) | 1 Months Ended | |
Dec. 22, 2020GBP (£) | Jan. 31, 2021USD ($) | |
Share Purchase Agreement [Member] | ||
Consideration payable - related party | $ | $ 115,314 | |
Mr. Goodman [Member] | ||
Common stock sell | 100.00% | |
Total consideration | £ | £ 85,000 |
CUSTOMER DEPOSIT (Details Narra
CUSTOMER DEPOSIT (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Customer deposits | $ 149,640 | $ 0 |
Other Source [Member] | ||
Customer deposits | 144,640 | |
Progressive Jackpot Games [Member] | ||
Customer deposits | 5,000 | |
Progressive contribution fee | $ 5,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 10, 2020 | Dec. 31, 2020 | Oct. 26, 2020 | Aug. 23, 2020 | Jul. 27, 2020 | May 31, 2020 | Apr. 24, 2020 | Aug. 02, 2019 | Apr. 30, 2016 | Feb. 22, 2016 | Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | Oct. 31, 2020 | Jun. 18, 2018 | Dec. 12, 2017 |
Aggregate restricted common stock | 4,000 | ||||||||||||||||
Agreement Expense | $ 14,840 | ||||||||||||||||
Revenues-related party | $ 1,087,816 | $ 2,248,877 | $ 2,429,442 | $ 915,804 | |||||||||||||
Accounts receivable | 791,340 | 1,040,410 | |||||||||||||||
Consulting service | $ 26,944 | $ 159,091 | $ 60,631 | $ 67,687 | |||||||||||||
Common stock shares issued | 18,968,792 | 22,741,665 | |||||||||||||||
Articulate Pty Ltd [Member] | December 1 ,2018 [Member] | |||||||||||||||||
Frequently payment | Monthly | ||||||||||||||||
Office expenses | $ 4,500 | ||||||||||||||||
Increase the contribution description | The parties agreed to increase the contribution from $5,500 per month to $11,000 per month. | The compensation payable thereunder increased from $2,300 per month to $5,500 per month. | |||||||||||||||
Accounts payable - related parties | $ 33,000 | $ 410,045 | |||||||||||||||
Accounts receivable after offset | 1,046,280 | ||||||||||||||||
Description of games distributed by companies | Agreed to reduce $500,000 of amounts owed by the Company to Hopestar, Articulate agreed to offer Hopestar $500,000 of gaming credits for alternative content (i.e., games distributed by companies other than Playtech), and Articulate agreed to reduce $500,000 of amounts owed by the Company to Articulate. | ||||||||||||||||
Accounts receivable | 656,805 | $ 1,456,326 | |||||||||||||||
Sales- revenue related party | 1,456,326 | ||||||||||||||||
Mr. Aaron Richard Johnston [Member] | |||||||||||||||||
Compensation payable in arears | $ 2,000 | ||||||||||||||||
Issance of stock options | 100,000 | ||||||||||||||||
Consulting fees | 10,000 | ||||||||||||||||
Frequently payment | Monthly | ||||||||||||||||
Mr. Silver [Member] | |||||||||||||||||
Restricted common stock shares issued | 2,000 | ||||||||||||||||
Mr. Murray [Member] | |||||||||||||||||
Compensation payable in arears | $ 2,000 | ||||||||||||||||
Issance of stock options | 100,000 | ||||||||||||||||
Consulting fees | 12,000 | ||||||||||||||||
Frequently payment | Monthly | ||||||||||||||||
Ms.Weiting Feng [Member] | |||||||||||||||||
Consulting fees | 67,894 | ||||||||||||||||
Accounts payable - related parties | 97,692 | $ 30,000 | $ 30,000 | ||||||||||||||
Common stock shares issued | 166,667 | 518,538 | |||||||||||||||
Ms.Weiting Feng [Member] | Employment Agreement [Member] | |||||||||||||||||
Superannuation percentage | 9.50% | ||||||||||||||||
Wages Payable | 32,308 | ||||||||||||||||
Super payable | 3,069 | ||||||||||||||||
Salary received | $ 120,000 | ||||||||||||||||
Mr. Goodman [Member] | Employment Agreement [Member] | |||||||||||||||||
Superannuation percentage | 9.50% | ||||||||||||||||
Wages Payable | 38,769 | ||||||||||||||||
Super payable | 3,683 | ||||||||||||||||
Salary received | $ 144,000 | ||||||||||||||||
Mr. Goodman [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||
Frequently payment | Monthly | ||||||||||||||||
Restricted common stock shares issued | 2,000 | ||||||||||||||||
Accounts payable - related parties | 67,894 | $ 30,000 | $ 30,000 | ||||||||||||||
Due to related party | $ 4,000 | ||||||||||||||||
Consulting service | $ 3,000 | ||||||||||||||||
Common stock shares issued | 166,667 | 518,538 | |||||||||||||||
Ownership Percantage | 50.00% | ||||||||||||||||
Director [Member] | |||||||||||||||||
Compensation payable in arears | $ 2,000 | ||||||||||||||||
Issance of stock options | 100,000 | ||||||||||||||||
Consulting fees | $ 18,000 | ||||||||||||||||
Frequently payment | Monthly | ||||||||||||||||
Luxor Capital LLC [Member] | Asset Purchase Agreement [Member] | |||||||||||||||||
Common stock shares issued | 74 | ||||||||||||||||
Fair value of assets purchased | $ 2,874,712 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Nov. 09, 2020 | Nov. 04, 2020 | Aug. 20, 2020 | Aug. 10, 2020 | Aug. 04, 2020 | May 06, 2020 | Jun. 11, 2019 | Apr. 09, 2019 | Aug. 03, 2018 | Mar. 15, 2018 | Aug. 14, 2015 | Aug. 10, 2015 | Jan. 20, 2021 | Jan. 07, 2021 | Dec. 07, 2020 | Nov. 29, 2020 | Nov. 16, 2020 | Sep. 17, 2020 | Jun. 18, 2020 | Apr. 27, 2020 | Mar. 26, 2020 | Mar. 20, 2020 | Mar. 16, 2020 | Sep. 19, 2019 | Nov. 28, 2018 | Jan. 03, 2018 | Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 |
Common shares, par value | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||
Common shares, authorized | 40,000,000 | 40,000,000 | ||||||||||||||||||||||||||||
Cost of sales | $ 275,780 | |||||||||||||||||||||||||||||
Shares issued during the period | 3,639 | |||||||||||||||||||||||||||||
Common stock, shares issued | 18,968,792 | 22,741,665 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 18,968,792 | 22,741,665 | ||||||||||||||||||||||||||||
Fair value of shares | $ 1,034,438 | |||||||||||||||||||||||||||||
Fair value of warrants | 757,425 | |||||||||||||||||||||||||||||
Stock option exercised | 533,336 | |||||||||||||||||||||||||||||
Amortization expenses | $ 14,530 | |||||||||||||||||||||||||||||
Shares issued | 766,509 | |||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 0 | $ 8,468,864 | $ 0 | $ 120,000 | ||||||||||||||||||||||||||
stock based compensation | $ 392,101 | $ 1,630,403 | $ 206,842 | $ 107,300 | ||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||||||||||||||||||||
Preferred Stock-Series B | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||||||||||||||||
Preferred stock, voting right, description | Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock | The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 19,999,000 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||||||||||||||||
January 20, 2021 [Member] | ||||||||||||||||||||||||||||||
Fair value of shares | $ 3,590,129 | |||||||||||||||||||||||||||||
Fair value of warrants | $ 1,409,853 | |||||||||||||||||||||||||||||
Common Shares per unit | $ 1,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ 6 | |||||||||||||||||||||||||||||
Description of common stock outstanding | The Warrants have an exercise price of $6.00 per share (and no cashless exercise rights), and are exercisable until the earlier of (a) January 14, 2023, and (b) the 30th day after the Company provides the holder of the Warrants notice that the closing sales price of the Company’s common stock has closed at or above $10.00 per share for a period of ten consecutive trading days. The Warrants include a beneficial ownership limitation, which limits the exercise of the Warrants held by the investor in the event that upon exercise such investor (and any related parties of such investor) would hold more than 4.999% of the Company’s outstanding shares of common stock (which percentage may be increased to 9.999% with at least 61 days prior written notice to the Company from the investor). | |||||||||||||||||||||||||||||
Common Stock per shares | $ 5 | |||||||||||||||||||||||||||||
Common stock shares issuable | 1,000,000 | |||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 4,999,982 | |||||||||||||||||||||||||||||
From November 23, 2020, to December 7, 2020 [Member] | ||||||||||||||||||||||||||||||
Common Stock per shares | $ 6.80 | |||||||||||||||||||||||||||||
Maturity date | Jan. 7, 2021 | |||||||||||||||||||||||||||||
From December 9, 2020, to January 7, 2021 [Member] | ||||||||||||||||||||||||||||||
Stock option exercised | $ 1,677,019 | |||||||||||||||||||||||||||||
Shares issued upon exericse of options | 409,029 | |||||||||||||||||||||||||||||
Restricted common shares issued | 409,029 | |||||||||||||||||||||||||||||
August 14, 2020 to August 20, 2020 [Member] | ||||||||||||||||||||||||||||||
Common Shares per unit | $ 900,000 | |||||||||||||||||||||||||||||
Exercise price | $ 4.10 | |||||||||||||||||||||||||||||
Description of common stock outstanding | The warrants include a beneficial ownership limitation, which limits the exercise of the warrants held by any individual investor in the event that upon exercise such investor (and any related parties of such investor) would hold more than 4.999% of the Company’s outstanding shares of common stock (which percentage may be increased to 9.999% with at least 61 days prior written notice to the Company from the investor). | |||||||||||||||||||||||||||||
Common Stock per shares | $ 6.80 | |||||||||||||||||||||||||||||
September 1, 2020 [Member] | ||||||||||||||||||||||||||||||
Shares issued during the period | 924,077 | |||||||||||||||||||||||||||||
Options Exercised | 933,334 | |||||||||||||||||||||||||||||
Surrendered Shares | 9,257 | |||||||||||||||||||||||||||||
Common stock shares purchase | 66,667 | |||||||||||||||||||||||||||||
On April 27, 2020 [Member] | ||||||||||||||||||||||||||||||
Shares issued during the period | 3,639 | |||||||||||||||||||||||||||||
Description of stock split | The Nevada Secretary of State pursuant to which we affected a reverse stock split of our authorized and issued and outstanding common stock in a ratio of 1-for-150. As a result of such filing, our authorized shares of common stock decreased from 6 billion to 40 million and our issued and outstanding shares of common stock decreased in a ratio of 1-for-150 | |||||||||||||||||||||||||||||
Reduction in Common Stock | 40,000,000 | |||||||||||||||||||||||||||||
Aaron Johnston [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 2.67 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 10,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | The option vests in three instalments as follows: 50% on November 1, 2020, 25% on February 1, 2020 and 25% on May 1, 2021 | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 433,096 | |||||||||||||||||||||||||||||
Share price | $ 5.54 | |||||||||||||||||||||||||||||
Maturity period | 5 years | |||||||||||||||||||||||||||||
Stock volatility | 106.00% | |||||||||||||||||||||||||||||
Amortization expense | $ 325,420 | |||||||||||||||||||||||||||||
Unamortized Balance | $ 107,676 | |||||||||||||||||||||||||||||
stock based compensation | $ 630,403 | |||||||||||||||||||||||||||||
Murray Smith [Member] | On August 1,2020 [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 2.67 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | The option vests in three instalments as follows: 50% on November 1, 2020, 25% on February 1, 2020 and 25% on May 1, 2021. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 252,350 | |||||||||||||||||||||||||||||
Share price | $ 3.48 | |||||||||||||||||||||||||||||
Maturity period | 5 years | |||||||||||||||||||||||||||||
Stock volatility | 107.00% | |||||||||||||||||||||||||||||
Amortization expense | $ 189,611 | |||||||||||||||||||||||||||||
Unamortized Balance | $ 62,739 | |||||||||||||||||||||||||||||
Stock option vested | 50,000 | |||||||||||||||||||||||||||||
five external consultants [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 1.74 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | vesting period of two and a half years, vesting 33% at the end of the first half year and 33% on each anniversary of the grant date, for the next two years. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 74,752 | |||||||||||||||||||||||||||||
Share price | $ 1.74 | |||||||||||||||||||||||||||||
Maturity period | 3 years | |||||||||||||||||||||||||||||
Stock volatility | 65.21% | |||||||||||||||||||||||||||||
Amortization expense | $ 136,602 | |||||||||||||||||||||||||||||
Unamortized Balance | $ 187,324 | |||||||||||||||||||||||||||||
Stock option vested | 166,670 | |||||||||||||||||||||||||||||
Expiration date | Jun. 18, 2023 | |||||||||||||||||||||||||||||
Yukun Qiu [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | $ 50,300 | |||||||||||||||||||||||||||||
Exercise price | $ 0.48 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 33% each anniversary for three years. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 75,312 | |||||||||||||||||||||||||||||
Share price | $ 0.48 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 130.00% | |||||||||||||||||||||||||||||
Unamortized Balance | $ 68,166 | |||||||||||||||||||||||||||||
Expiration date | Dec. 11, 2022 | |||||||||||||||||||||||||||||
Surrendered Shares | 5,104 | |||||||||||||||||||||||||||||
Shares issued | 61,563 | |||||||||||||||||||||||||||||
Stock option exercise period | 3 years | |||||||||||||||||||||||||||||
Stock option vested shares | 66,667 | 266,666 | ||||||||||||||||||||||||||||
Yukun Qiu [Member] | On September 1, 2020 [Member] | ||||||||||||||||||||||||||||||
Shares issued during the period | 61,377 | |||||||||||||||||||||||||||||
Options Exercised | 66,667 | |||||||||||||||||||||||||||||
Surrendered Shares | 5,290 | |||||||||||||||||||||||||||||
James Caplan [Member] | ||||||||||||||||||||||||||||||
Shares issued | 66,667 | |||||||||||||||||||||||||||||
Market value of shares issued | 37,000 | |||||||||||||||||||||||||||||
Thomas McChesney [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.795 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 1,000,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 50% after the first three months and 25% after the second three months and 25% after the third three months. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 79,966 | |||||||||||||||||||||||||||||
Share price | $ 0.795 | |||||||||||||||||||||||||||||
Maturity period | 5 years | |||||||||||||||||||||||||||||
Stock volatility | 77.00% | |||||||||||||||||||||||||||||
Amortization expense | $ 79,966 | |||||||||||||||||||||||||||||
James Young [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Cost of sales | $ 356,158 | $ 10,913 | ||||||||||||||||||||||||||||
Exercise price | $ 0.0465 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | vesting period of two years, vesting 50% each year | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 29,073 | |||||||||||||||||||||||||||||
Share price | $ 0.0465 | |||||||||||||||||||||||||||||
Maturity period | 4 years | |||||||||||||||||||||||||||||
Stock volatility | 88.16% | |||||||||||||||||||||||||||||
Amortization expense | $ 17,603 | |||||||||||||||||||||||||||||
Expiration date | Mar. 24, 2024 | |||||||||||||||||||||||||||||
James Young [Member] | Stock Option Plan [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 1,400,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% each anniversary for three years | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 41,209 | |||||||||||||||||||||||||||||
Share price | $ 0.03 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 263.00% | |||||||||||||||||||||||||||||
Amortization expense | 13,481 | |||||||||||||||||||||||||||||
Unamortized Balance | $ 0 | |||||||||||||||||||||||||||||
Non vested options | 466,666 | |||||||||||||||||||||||||||||
Tamzin Cubells [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | $ 25,569 | |||||||||||||||||||||||||||||
Exercise price | $ 0.465 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | vesting period of two years, vesting 50% on each anniversary of the grant date. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 29,073 | |||||||||||||||||||||||||||||
Share price | $ 0.465 | |||||||||||||||||||||||||||||
Maturity period | 4 years | |||||||||||||||||||||||||||||
Stock volatility | 88.16% | |||||||||||||||||||||||||||||
Unamortized Balance | 32,578 | |||||||||||||||||||||||||||||
Expiration date | Mar. 16, 2024 | |||||||||||||||||||||||||||||
Jiayi Wu [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | 16,020 | |||||||||||||||||||||||||||||
Exercise price | $ 0.465 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 33% for the first two half years and 33% for the remaining one year. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 48,060 | |||||||||||||||||||||||||||||
Share price | $ 0.465 | |||||||||||||||||||||||||||||
Maturity period | 2 years 5 months 30 days | |||||||||||||||||||||||||||||
Stock volatility | 88.16% | |||||||||||||||||||||||||||||
Expiration date | Sep. 15, 2022 | |||||||||||||||||||||||||||||
Options Exercised | 66,667 | |||||||||||||||||||||||||||||
Surrendered Shares | 6,200 | |||||||||||||||||||||||||||||
Shares issued upon exercise of warrant, shares | 60,467 | |||||||||||||||||||||||||||||
Zhe Yan [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.0032 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 30,000,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 33% each anniversary for three years. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 75,312 | |||||||||||||||||||||||||||||
Share price | $ 0.0032 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 130.00% | |||||||||||||||||||||||||||||
Expiration date | Dec. 11, 2022 | |||||||||||||||||||||||||||||
Stock option exercise period | 3 years | |||||||||||||||||||||||||||||
Michael Davies [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.33 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 53,334 | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 8,971 | |||||||||||||||||||||||||||||
Share price | $ 0.33 | |||||||||||||||||||||||||||||
Maturity period | 1 year | |||||||||||||||||||||||||||||
Stock volatility | 136.00% | |||||||||||||||||||||||||||||
Expiration date | Apr. 9, 2021 | |||||||||||||||||||||||||||||
Cost of Expenses | $ 46 | $ 25 | ||||||||||||||||||||||||||||
Marc Mcalister [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.33 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 16,820 | |||||||||||||||||||||||||||||
Share price | $ 0.33 | |||||||||||||||||||||||||||||
Maturity period | 1 year | |||||||||||||||||||||||||||||
Stock volatility | 136.00% | |||||||||||||||||||||||||||||
Expiration date | Jan. 9, 2021 | |||||||||||||||||||||||||||||
Hongfei Zhang [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | 7,397 | |||||||||||||||||||||||||||||
Exercise price | $ 0.12 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | |||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% each anniversary for three years. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 22,056 | |||||||||||||||||||||||||||||
Share price | $ 0.12 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 184.00% | |||||||||||||||||||||||||||||
Unamortized Balance | $ 3,641 | |||||||||||||||||||||||||||||
Expiration date | Jun. 30, 2021 | |||||||||||||||||||||||||||||
Stock option exercise period | 3 years | |||||||||||||||||||||||||||||
Stock option vested shares | 133,334 | |||||||||||||||||||||||||||||
Non vested options | 66,666 | |||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Brett Goodman and Jason Silver [Member] | ||||||||||||||||||||||||||||||
Stock based compensation, shares issued, shares | 4,000 | |||||||||||||||||||||||||||||
Stock based compensation, shares issued, amount | $ 14,840 | |||||||||||||||||||||||||||||
Description of share based compensation | Stock Purchase Agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, and Jason Silver (collectively, the “Partnership”). The Company agreed to issue 4,000 shares to the Partnership (2,000 to each of Brett Goodman and Jason Silver) as compensation for their service provided to assist the Company in developing a betting application | |||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||
Shares issued upon exericse of options | 1,766,509 | |||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||
Fair value of warrants | $ 757,425 | |||||||||||||||||||||||||||||
Common stock shares sold, shares | 527,029 | |||||||||||||||||||||||||||||
Cash raised upon sale of shares | $ 1,791,863 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Stock Option Plan [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | $ 815,831 | |||||||||||||||||||||||||||||
Exercise price | $ 0.9075 | $ 0.066 | ||||||||||||||||||||||||||||
Common stock option granted, shares | 2,700,000 | 5,400,000 | ||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% each half year | Vesting 33% each half year for one and a half years. | ||||||||||||||||||||||||||||
Common stock option granted, value | $ 1,221,862 | $ 265,821 | ||||||||||||||||||||||||||||
Share price | $ 0.9075 | $ 0.066 | ||||||||||||||||||||||||||||
Maturity period | 2 years | 1 year | ||||||||||||||||||||||||||||
Stock volatility | 110.00% | 273.00% | ||||||||||||||||||||||||||||
Unamortized Balance | $ 102,659 | |||||||||||||||||||||||||||||
Market value of shares issued | 900,000 | |||||||||||||||||||||||||||||
Stock options vested | 180,000 | |||||||||||||||||||||||||||||
Stock option exercise period | 1 year 6 months | 1 year 6 months | ||||||||||||||||||||||||||||
Chief Financial Officer [Member] | On January 3,2020 [Member] | Stock Option Plan [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | $ 219,575 | |||||||||||||||||||||||||||||
Exercise price | $ 0.825 | $ 0.06 | ||||||||||||||||||||||||||||
Common stock option granted, shares | 700,000 | 1,400,000 | ||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 33% each half year after the grant. | vesting 33% each half year. | ||||||||||||||||||||||||||||
Common stock option granted, value | $ 332,446 | $ 69,615 | ||||||||||||||||||||||||||||
Share price | $ 0.825 | $ 0.06 | ||||||||||||||||||||||||||||
Maturity period | 2 years | 1 year | ||||||||||||||||||||||||||||
Stock volatility | 110.00% | 273.00% | ||||||||||||||||||||||||||||
Unamortized Balance | $ 27,630 | |||||||||||||||||||||||||||||
Market value of shares issued | 233,333 | |||||||||||||||||||||||||||||
Stock options vested | 466,667 | |||||||||||||||||||||||||||||
Stock option exercise period | 1 year 6 months | 1 year 6 months | ||||||||||||||||||||||||||||
Su He [Member] | Stock Option Plan [Member] | ||||||||||||||||||||||||||||||
Amortization expenses | $ 11,810 | |||||||||||||||||||||||||||||
Exercise price | $ 0.165 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 133,334 | 200,000 | ||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% each anniversary for three years. | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 29,869 | |||||||||||||||||||||||||||||
Share price | $ 0.165 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 176.00% | |||||||||||||||||||||||||||||
Unamortized Balance | $ 4,930 | |||||||||||||||||||||||||||||
Expiration date | May 29, 2022 | |||||||||||||||||||||||||||||
Surrendered Shares | 3,099 | |||||||||||||||||||||||||||||
Shares issued | 130,235 | |||||||||||||||||||||||||||||
Stock option vested shares | 66,667 | |||||||||||||||||||||||||||||
External Consultants (9) [Member] | Stock Option Plan [Member] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | |||||||||||||||||||||||||||||
Common stock option granted, value | $ 11,877 | |||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | |||||||||||||||||||||||||||||
Stock volatility | 273.00% | |||||||||||||||||||||||||||||
Expiration date | Jun. 30, 2021 | |||||||||||||||||||||||||||||
Surrendered Shares | 1,318 | 1,952 | 1,276 | |||||||||||||||||||||||||||
Shares issued | 132,016 | 131,382 | 132,058 | |||||||||||||||||||||||||||
Stock option vested shares | 133,334 | 399,998 | ||||||||||||||||||||||||||||
Fair value of stock options | $ 55,425 | |||||||||||||||||||||||||||||
consultants exercised | $ 133,334 | $ 133,334 | $ 133,334 | $ 133,334 | ||||||||||||||||||||||||||
Exercise price of option vested | $ 8,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2021 | Jul. 31, 2019 | Jul. 31, 2018 | |
INCOME TAXES | ||||
Operating loss (profit) for the periods ended | $ (966,774) | $ (398,080) | $ (1,769,908) | $ 1,318,373 |
Average statutory tax rate | 21.00% | 21.00% | 21.00% | 34.00% |
Deferred tax Liability (asset) attributable to net operating loss carry-forwards | $ (203,023) | $ (83,567) | $ (371,681) | $ 448,247 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 |
INCOME TAXES | ||||
Deferred tax asset (liability) attributable to net operating loss carry-forwards | $ (83,597) | $ (203,023) | $ (371,681) | $ 448,247 |
Less: valuation allowance | (1,425,240) | (1,628,262) | (1,999,943) | (2,789,756) |
Tax benefit | 1,341,643 | 1,425,240 | 1,628,262 | 3,238,003 |
Valuation allowance | (1,341,643) | (1,425,240) | (1,628,262) | (3,238,003) |
Net deferred income tax assets | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
INCOME TAXES | ||
Net operating losses carried forward | $ 6,388,776 | |
Net operating losses carry forward, description | Losses may be recognized in future periods, not to exceed 20 years. | |
Corporate income tax rate | 21.00% |
CONCENTRATION (Details Narrativ
CONCENTRATION (Details Narrative) | 12 Months Ended |
Jan. 31, 2021USD ($) | |
Accounts receivable - related parties | $ 1,697,215 |
Revenues-related party | $ 4,979,909 |
Accounts Receivable [Member] | Red Label Technology Pty Ltd [Member] | |
Concentration Risk, Percentage | 49.00% |
Articulate Pty Ltd [Member] | |
Concentration Risk, Percentage | 49.00% |
Cash received from related party | $ 3,550,449 |
Articulate Pty Ltd [Member] | Hopestar Technology Service Co [Member] | |
Concentration Risk, Percentage | 33.00% |
Articulate Pty Ltd [Member] | Accounts Receivable [Member] | |
Concentration Risk, Percentage | 39.00% |
Revenue [Member] | Articulate Pty Ltd [Member] | |
Concentration Risk, Percentage | 43.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 56 Months Ended |
Jul. 31, 2020 | Jun. 15, 2020 | |
INCOME TAXES | ||
Accured payables | $ 30,000 | |
Amount due | $ 7,288 | |
Total penalty received | $ 29,988 | |
Unclaimed convertible note | 30,000 | |
Interest rate | 18.00% | |
Additional penalty per day | 200 | |
Maximum penalty | $ 5,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 07, 2021 | Apr. 05, 2021 | Mar. 24, 2021 | Feb. 18, 2021 | Feb. 17, 2021 | Jan. 31, 2021 |
Shared issued | 3,639 | |||||
Subsequents Events [Member] | ||||||
Stock option exercise upon purchase of shares | $ 53,334 | |||||
Aggregate price | $ 17,600 | |||||
Surrendered shares | 2,708 | |||||
Shared issued | 50,626 | |||||
March 1 2021 [Member] | Consultant Agreements with Ontario Inc and ANS Advisory [Member] | ||||||
Agreement description | On March 1, 2021, payable in arears, based on the 7-day average price of the stock leading up to the end of the calendar month and to be issued within 7 days of month end. The Company also agreed to grant Vladislav Slava Aizenshtat, acting on behalf of Ontario Inc. warrants to purchase 120,000 shares of common stock and Aaron Neill-Stevens, acting on behalf of ANS Advisory warrants to purchase 120,000 shares of common stock. On March 22, 2021, the warrants were granted. The Warrants have an exercise price of $5.50 per share (and no cashless exercise rights), and are exercisable until the earlier of (a) March 22, 2023, and (b) the 20th day after the Company provides the holder of the warrants notice that the closing sales price of the Company’s common stock has closed at or above $11.00 per share for a period of ten consecutive trading days. | |||||
Common stock share issued | 3,000 | |||||
April 1 2021 [Member] | ||||||
Stock option exercise upon purchase of shares | $ 66,666 | $ 10,000 | $ 66,666 | |||
Restricted common stock shares | $ 1,010 | |||||
Aggregate price | $ 4,000 | $ 33,000 | $ 4,000 | |||
Surrendered shares | 572 | 5,077 | 597 | |||
Shared issued | 66,094 | 94,923 | 66,069 | |||
Common stock share consultant for services | 505 | |||||
February 1 2021 [Member] | ||||||
Surrendered shares | 2,832 | 770 | ||||
Shared issued | 65,896 | 130,502 | 66,666 | |||
Common stock shares purchase upon exercise of option | 133,334 | 66,666 | 66,666 | |||
Aggregate price | $ 16,000 | $ 4,010 | $ 4,000 | |||
Share issued date | Mar. 24, 2021 | Mar. 24, 2021 | ||||
Gamefish [Member] | March 1 2021 [Member] | ||||||
Consideration payable for acquisition | $ 174,000 | |||||
Monthly fees paid for consideration | $ 13,050 | |||||
Mr Jimenez [Member] | Consulting Agreement [Member] | ||||||
Common stock shares purchase upon granted of option | 50,000 | |||||
Exercise price per share | $ 9.91 | |||||
Option shares purchase | 25,000 | |||||
Option shares purchase vest | 25,000 | |||||
Chief Executive Officer [Member] | BrettGoodman[Member] | Subsequent Event [Member] | ||||||
Common stock share issued | 2,000 | |||||
Common stock share consultant for services | 1,822 | |||||
Restricted common stock | 2,000 |