Cover
Cover - USD ($) | 9 Months Ended | ||
Oct. 31, 2021 | Jan. 13, 2022 | Apr. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Golden Matrix Group, Inc. | ||
Entity Central Index Key | 0001437925 | ||
Document Type | 10-KT | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --10-31 | ||
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 | Oct. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 27,945,599 | ||
Entity Public Float | $ 192,270,534 | ||
Document Period Start Date | Feb. 1, 2021 | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 46-1814729 | ||
Entity Address Address Line 1 | 3651 Lindell Road | ||
Entity Address Address Line 2 | Suite D131 | ||
Entity Address City Or Town | Las Vegas | ||
Entity Address State Or Province | NV | ||
Entity Address Postal Zip Code | 89103 | ||
City Area Code | 702 | ||
Local Phone Number | 318-7548 | ||
Entity Interactive Data Current | No | ||
Entity File Number | 000-54840 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,797,656 | $ 11,706,349 |
Accounts receivable, net | 1,762,725 | 1,040,410 |
Accounts receivable - related parties | 1,306,896 | 656,805 |
Prepaid expenses | 114,426 | 410,983 |
Short-term deposit | 61,799 | 0 |
Total current assets | 20,043,502 | 13,814,547 |
Non-current assets: | ||
Operating lease right-of-use assets | 280,183 | 0 |
Intangible assets - net of amortization | 135,263 | 0 |
Total non-current assets | 415,446 | |
Total assets | 20,458,948 | 13,814,547 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,074,786 | 78,913 |
Accounts payable - related parties | 105,062 | 208,521 |
Current portion of operating lease liability | 100,209 | 0 |
Customer deposits | 68,635 | 149,640 |
Accrued interest | 123 | 123 |
Advances from shareholders | 0 | 99 |
Consideration payable - related party - in default | 0 | 115,314 |
Total current liabilities | 1,348,815 | 552,610 |
Non-current liabilities: | ||
Non-current portion of operating lease liability | 182,024 | 0 |
Total non-current liabilities | 182,024 | 0 |
Total liabilities | 1,530,839 | 552,610 |
Shareholders' equity: | ||
Preferred stock: $0.00001 par value; 20,000,000 shares authorized | 0 | 0 |
Common stock: $0.00001 par value; 40,000,000 and 40,000,000 shares authorized; 27,231,401 and 22,741,665 shares issued and outstanding respectively | 272 | 227 |
Additional paid-in capital | 43,354,366 | 38,320,729 |
Stock payable | 0 | 7,420 |
Stock payable - related party | 0 | 7,420 |
Accumulated other comprehensive loss | (1,720) | (978) |
Accumulated deficit | (24,424,809) | (25,072,881) |
Total shareholders' equity | 18,928,109 | 13,261,937 |
Total liabilities and shareholders' equity | 20,458,948 | 13,814,547 |
Series B Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock: $0.00001 par value; 20,000,000 shares authorized | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2021 | Jan. 31, 2021 |
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 | 27,231,401 | 22,741,665 |
Common stock, shares outstanding | 27,231,401 | 22,741,665 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares designated | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | |
Consolidated Statements of Operations and Comprehensive Income | ||||
Revenues-related party | $ 1,087,816 | $ 1,525,091 | $ 2,248,877 | $ 2,429,442 |
Revenues | 670,783 | 7,808,401 | 2,974,182 | 452,771 |
Total revenues | 1,758,599 | 9,333,492 | 5,223,059 | 2,882,213 |
Cost of goods sold | (57,224) | (6,050,508) | (2,000,052) | (21,998) |
Gross profit | 1,701,375 | 3,282,984 | 3,223,007 | 2,860,215 |
Costs and expenses: | ||||
G&A expense | 149,177 | 1,112,986 | 566,593 | 321,339 |
G&A expense- related party | 540,073 | 982,023 | 2,050,440 | 406,490 |
Compensation expense - Acquisition cost - related party | 0 | 0 | 0 | 90,873 |
Professional fees | 26,944 | 287,383 | 159,091 | 60,631 |
Research and development expense | 0 | 149,738 | 47,558 | 0 |
Bad debt expense | 10,839 | 0 | 0 | 168,557 |
Total operating expenses | 727,033 | 2,532,130 | 2,823,682 | 1,047,890 |
Gain from operations | 974,342 | 750,854 | 399,325 | 1,812,325 |
Other income (expense): | ||||
Interest expense | (26,227) | 0 | (11,852) | (45,350) |
Interest income | 18,659 | 201 | 1,611 | 8,120 |
Foreign exchange gain (loss) | 0 | (62,983) | 8,996 | 0 |
Other expense | 0 | (40,000) | 0 | 0 |
Gain (Loss) on extinguishment of debt | 0 | 0 | 0 | (106) |
Loss on derivative liability | 0 | 0 | 0 | (5,081) |
Total other expense | (7,568) | (102,782) | (1,245) | (42,417) |
Net income | 966,774 | 648,072 | 398,080 | 1,769,908 |
Other comprehensive loss | ||||
Foreign currency translation adjustment | 0 | (742) | 0 | 0 |
Total comprehensive income | $ 966,774 | $ 647,330 | $ 398,080 | $ 1,769,908 |
Net earnings (loss) per common share - basic | $ 0.05 | $ 0.03 | $ 0.02 | $ 0.09 |
Net earnings (loss) per common share -diluted | $ 0.03 | $ 0.02 | $ 0.01 | $ 0.06 |
Weighted average number of common shares outstanding - basic | 18,968,792 | 23,884,563 | 19,953,819 | 18,764,007 |
Weighted average number of common shares outstanding - diluted | 27,862,743 | 32,278,224 | 31,588,555 | 27,593,734 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity - 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, 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 |
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 |
Fair value of options/warrants issued for services | 228,840 | 0 | 0 | 228,840 | 0 | 0 | 0 | 0 |
Imputed interests | 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 |
Net income | 1,769,908 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 1,769,908 |
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 |
Imputed interests | 8,771 | 0 | 0 | 8,771 | 0 | 0 | 0 | 0 |
Net income | 966,774 | 0 | 0 | 0 | 0 | 0 | 0 | 966,774 |
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) |
Imputed interests | 9,776 | 0 | 0 | 9,776 | 0 | 0 | 0 | 0 |
Net income | 398,080 | 0 | $ 0 | 0 | 0 | 0 | 0 | 398,080 |
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) |
Net income | 648,072 | 0 | $ 0 | 0 | 0 | 0 | 0 | 648,072 |
Settlement of derivative liability | 0 | |||||||
Shares issued for services, shares | 12,491 | |||||||
Shares issued for services, amount | 61,600 | 0 | $ 0 | 76,440 | (7,420) | (7,420) | 0 | 0 |
Shares issued on exercise of options, shares | 66,666 | |||||||
Shares issued on exercise of options, amount | 4,010 | 0 | $ 1 | 4,009 | 0 | 0 | 0 | 0 |
Shares issued on cashless exercise of options, shares | 782,955 | |||||||
Shares issued on cashless exercise of options, amount | 0 | 0 | $ 8 | (8) | 0 | 0 | 0 | 0 |
FV of option/warrants issued for services | 905,979 | 0 | 0 | 905,979 | 0 | 0 | 0 | 0 |
Cumulative Translation adjustment | (742) | 0 | $ 0 | 0 | 0 | 0 | (742) | 0 |
Shares issued for cash, shares | 496,429 | |||||||
Shares issued for cash, amount | 3,027,253 | 0 | $ 5 | 3,027,248 | 0 | 0 | 0 | 0 |
Shares issued for exercise of warrants, shares | 170,000 | |||||||
Shares issued for exercise of warrants, amount | 1,020,000 | 0 | $ 2 | 1,019,998 | 0 | 0 | 0 | 0 |
Shares issued on cashless exercise of options - related party, shares | 2,961,195 | |||||||
Shares issued on cashless exercise of options - related party, amount | 0 | $ 0 | $ 29 | (29) | 0 | 0 | 0 | 0 |
Balance, shares at Oct. 31, 2021 | 1,000 | 27,231,401 | ||||||
Balance, amount at Oct. 31, 2021 | $ 18,928,109 | $ 0 | $ 272 | $ 43,354,366 | $ 0 | $ 0 | $ (1,720) | $ (24,424,809) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | |
Cash flows from operating activities: | ||||
Net income | $ 966,774 | $ 648,072 | $ 398,080 | $ 1,769,908 |
Adjustments to reconcile net income to cash provided by operating activities: | ||||
Amortization platform | 0 | 38,737 | 0 | 0 |
Unrealized loss on derivative liabilities-note conversion feature | 0 | 0 | 0 | 5,081 |
Fair value of stock options issued for services | 57,224 | 359,419 | 275,780 | 21,998 |
Fair value of shares issued for services | 0 | 61,600 | 51,840 | 30,100 |
Stock based compensation - related parties | 392,101 | 546,560 | 1,630,403 | 206,842 |
Loss on extinguishment of debt | 0 | 0 | 0 | 106 |
Imputed interest | 8,771 | 0 | 9,776 | 16,440 |
Compensation expense-Acquisition-related parties | 0 | 0 | 0 | 90,873 |
Penalty on convertible notes payable | 2,000 | 0 | 0 | 8,600 |
Bad debt expenses | 10,839 | 0 | 0 | 168,557 |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable, net | (526,782) | (722,591) | (249,070) | (423,110) |
(Increase) decrease in accounts receivable - related parties | (60,316) | (646,091) | (512,627) | (647,109) |
(Increase) decrease in prepaid expense | 0 | 291,780 | (349,765) | 1,000 |
(Increase) decrease in short-term deposit | 0 | (61,888) | 0 | 0 |
(Increase) decrease in operating lease asset | 0 | 41,236 | 0 | 0 |
(Decrease) increase in accounts payable and accrued liabilities | (15,483) | 937,913 | 557,943 | 26,713 |
(Decrease) increase in accounts payable - related parties | 134,141 | (103,459) | (42,116) | 150,324 |
(Decrease) increase in customer deposit | 0 | (80,987) | 149,640 | 0 |
(Decrease) increase in operating lease liabilities | 0 | (39,182) | 0 | 0 |
(Decrease) increase in accrued interest | 17,454 | 0 | (41,841) | 25,611 |
Net cash provided by operating activities | 986,723 | 1,271,119 | 1,878,043 | 1,451,934 |
Cash flows from investing activities | ||||
Cash received from Investment in Global Technology Group Pty Ltd- related party | 0 | 0 | 192 | 0 |
Purchase of GTG | 0 | (115,314) | 0 | 0 |
Purchase of fixed assets | 0 | (116,000) | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | (231,314) | 192 | 0 |
Cash flows from financing activities: | ||||
Proceeds from sale of stock | 0 | 4,047,253 | 8,468,864 | 0 |
Proceeds from option exercise | 0 | 4,010 | 8,000 | 0 |
Repayments on shareholder loans - related party | 0 | (98) | (1,000) | 0 |
Repayments on notes payable | 0 | 0 | (40,000) | 0 |
Repayments on settlement payable | 0 | 0 | 0 | (17,420) |
Repayments on settlement payable - related party | 0 | 0 | (290,000) | (150,000) |
Repayments on promissory note - related party | (861,313) | 0 | (174,254) | 0 |
Net cash provided by (used in) financing activities | (861,313) | 4,051,165 | 7,971,610 | (167,420) |
Effect of exchange rate changes on cash | 0 | 337 | (1) | 0 |
Net increase in cash and cash equivalents | 125,410 | 5,091,307 | 9,849,844 | 1,284,514 |
Cash and cash equivalents at beginning of year | 1,731,095 | 11,706,349 | 1,856,505 | 446,581 |
Cash and cash equivalents at end of year | 1,856,505 | 16,797,656 | 11,706,349 | 1,731,095 |
Supplemental cash flows disclosures | ||||
Interest paid | 0 | 0 | 43,918 | 0 |
Tax paid | 0 | 0 | 0 | 0 |
Supplemental disclosure of cash flow information: | ||||
Settlement of derivative liability | 15,000 | 0 | 0 | 5,311 |
Common stock issued for conversion of debt - related party | 0 | 0 | 0 | 209,414 |
Debt discount from derivative liability | 0 | 0 | 0 | 3,300 |
Settlement payable | 0 | 0 | 0 | 448,012 |
Extinguishment of contingent liability - related party | 0 | 0 | 0 | 1,031,567 |
Gain on extinguishment of contingent liability - related party | 0 | 0 | 0 | 114,618 |
Accounts payable settled with accounts receivable - related party | 0 | 0 | 914,696 | 0 |
Cashless exercise of options | 0 | 8 | 16 | 0 |
Cashless exercise of options - related parties | 0 | 29 | 0 | 0 |
Share issued for services from stock payable | 0 | 7,420 | 0 | 0 |
Share issued for services from stock payable - related party | 0 | 7,420 | 0 | 0 |
Initial ROU asset and lease liability | $ 0 | $ 329,254 | $ 0 | $ 0 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Oct. 31, 2021 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
NOTE 1 - 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, effective as of the same date. On October 29, 2021, the Board of Directors approved a change in the Company’s fiscal year from January 31 to October 31, effective as of the same date. Accordingly, in addition to financial statements as of and for the transitional nine-months ended October 31, 2021, these financial statements contain information for the year ended January 31, 2021, the six-month transitional financial statements as of and for the period ending January 31, 2020 and the year ended July 31, 2019. 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 | 9 Months Ended |
Oct. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF ACCOUNTING POLICIES Going Concern In connection with the preparation of its financial statements for the nine-month transitional period ended October 31, 2021 and the twelve month period ended January 31, 2021, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with Accounting Standards Update (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 October 31, 2021 improved by $5,432,750 to $18,694,687 as of October 31, 2021 from $13,261,937 as of January 31, 2021. As a result of 170,000 warrants exercised in July 2021 and 496,429 shares of the Company’s stock (together with the same number of warrants to purchase shares of common stock) sold in a public offering in October 2021, the Company issued 666,429 shares of common stock and raised net proceeds of $4,047,253. As of October 31, 2021, the Company had $16,797,656 in its operating bank accounts and for the nine-month transition period ending October 31, 2021, the Company generated $1,271,119 cash from operations. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Technology Group Pty Ltd. (after January 19, 2021). 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, LLC, 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. Foreign Currency Translation and Transactions The functional currency of our foreign operations is generally the local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive income (loss), a separate component of Equity, in our consolidated balance sheets. We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense), net. 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 October 31, 2021 and January 31, 2021, the allowance for doubtful accounts was $168,557 and $168,557, respectively. During the nine-month transition period ending October 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. Intangible Assets Intangible assets are capitalized when a future benefit is determined. Intangible assets are amortized over the anticipated useful live of the intangible asset. Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. On March 1, 2021, the Company purchased the Aggregation Platform from Gamefish Global Pty Ltd for $174,000, its sole intangible asset. The Company incurred amortization expense related to its intangible assets of $38,737, $0, $0 and $0 during the nine months ended October 31, 2021, the twelve month ended January 31, 2021, six months ended January 31, 2020 and twelve months ended July 31, 2010, respectively. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. No website development costs, or related costs were incurred at October 31, 2021 and January 31, 2021. Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by ASC 985-20-25 “Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed,” requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. No software development costs, or related costs were incurred at October 31, 2021 and January 31, 2021. 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 or 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 nine-month transition period ending October 31, 2021, the fiscal year ended January 31, 2021, the six months ended January 31, 2020, and the fiscal year ended July 31, 2019: Nine Months Ended Year Ended Six Months Ended Year Ended October 31, 2021 January 31, 2021 January 31, 2020 July 31, 2019 Basic earnings (loss) per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Basic earnings per common share $ 0.03 $ 0.02 $ 0.05 $ 0.09 Diluted earnings per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Preferred shares 1,000 1,000 1,000 1,000 Warrants/Options 8,392,661 11,633,736 8,838,440 8,774,216 Convertible Debt - - 54,511 54,511 Adjusted weighted average common shares outstanding 32,278,224 31,588,555 27,862,743 27,593,734 Diluted earnings per common share $ 0.02 $ 0.01 $ 0.03 $ 0.06 Revenues The Company has one operating segment which is gaming. The Company currently has two distinctive revenue streams within its gaming operating segment: 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 intellectual property (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, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Oct. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
NOTE 3 - ACCOUNTS RECEIVABLE, NET | NOTE 3 – ACCOUNTS RECEIVABLE, NET Accounts receivable are carried at their estimated collectible amounts. The balance is composed of trade accounts receivables that are periodically evaluated for collectability based on past credit history with customers and their current financial condition and amount due from Citibank for Automated Clearing House (ACH) transfers that were erroneously processed by Citibank (described below). Amount due from Citibank is the result of Automated Clearing House (ACH) transfers that were erroneously posted to the Company’s bank account. The Company first notified Citibank of ACH transfers that were erroneously posted to the account. Overall, 729,505 of ACH transactions had posted to its accounts that were not authorized. Citibank immediately recognized that it was an error under the Electronic Fund Transfer Act (EFTA) (15 U.S.C. 1693 et seq.) of 1978 and 12 CFR 1005.11 and proceeded to immediately replenished $392,921 of the unauthorized ACH transactions which resulted in a receivable due from Citibank of $336,584 as of October 31, 2021. In November 2021, an additional $247,908 was replenished by Citibank which resulted in a balance due from Citibank of $88,676. As of January 12, 2022, the balance due from Citibank was $88,676. This balance of $88,676 is expected to be replenished by the end of January 2022. The Company has accounts receivable of $1,762,725 and $1,040,410 as of October 31, 2021 and January 31, 2021, respectively (net of allowance for bad debt of $168,557 and $168,557, respectively). |
ACCOUNTS RECEIVABLE - RELATED P
ACCOUNTS RECEIVABLE - RELATED PARTY | 9 Months Ended |
Oct. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
NOTE 4 - ACCOUNTS RECEIVABLE - RELATED PARTY | NOTE 4 – ACCOUNTS RECEIVABLE - RELATED PARTY Accounts receivable - related party are carried at their estimated collectible amounts. Accounts receivable-related party are periodically evaluated for collectability based on past credit history and their current financial condition. The Company has accounts receivable from one related party: Articulate Pty Ltd. (“ Articulate |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Oct. 31, 2021 | |
PREPAID EXPENSES | |
NOTE 5 - PREPAID EXPENSES | NOTE 5 – 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. The balance of prepaid assets are $114,426 and $410,983 as of October 31, 2021 and January 31, 2021, respectively. |
SHORT-TERM DEPOSITS
SHORT-TERM DEPOSITS | 9 Months Ended |
Oct. 31, 2021 | |
SHORT-TERM DEPOSITS | |
NOTE 6 - SHORT-TERM DEPOSITS | NOTE 6 – SHORT-TERM DEPOSITS Office Lease deposit Short-term deposits represent a deposit required for a new office lease in Australia. On June 1, 2021, the Company (through GTG) entered into a three-year term lease agreement for office space which commenced on June 1, 2021. The Company has the option to renew for a period of three years. The rent is $115,265 ($148,902 AUD) per year (subject to a 4% annual increase) plus goods and services tax charged at 10% based on Australian Taxation Law. Under the terms of the lease, the Company is required to provide a bank guarantee and has entered into a $61,799 ($81,896 AUD) Term Deposit at St. George Bank (with lessor as beneficiary) as collateral for the bank guarantee (from St. George Bank) to the benefit of the lessor. The Term Deposit was opened on June 1, 2021, has a one-year maturity and earns 0.25% interest per year. As of October 31, 2021 and January 31, 2021, the operating lease right-of-use asset is $280,183 and $0, respectively, and there was also a current operating lease liability of $100,209 and $0, respectively and a non-current operating lease liability $182,024 and $0, respectively. |
CUSTOMER DEPOSITS
CUSTOMER DEPOSITS | 9 Months Ended |
Oct. 31, 2021 | |
CUSTOMER DEPOSITS | |
NOTE 7 - CUSTOMER DEPOSITS | NOTE 7 – CUSTOMER DEPOSITS The Company has two sources of customer deposits. 1. One source of deposits is from the Company’s customers participating in the Progressive Jackpot Games. The clients 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 October 31, 2021 and January 31, 2021, customer deposits amounted to $32,886 and $5,000, respectively. 2. 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 October 31, 2021 and January 31, 2021, a total of $35,749 and $144,640 of customer deposits are from this source. |
ASSET ACQUISITION - RELATED PAR
ASSET ACQUISITION - RELATED PARTY | 9 Months Ended |
Oct. 31, 2021 | |
ASSET ACQUISITION - RELATED PARTY | |
NOTE 8 - ASSET ACQUISITION - RELATED PARTY | NOTE 8 – ASSET ACQUISITION – RELATED PARTY 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). 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 and on March 22, 2021, the Company paid Mr. Goodman $115,314 USD (equivalent to 85,000 GBP), for the acquisition of GTG. As described more fully in Note 1, the assets and liabilities of GTG have been recorded at their historical cost basis at the acquisition 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 Reduction in Additional Paid in Capital in GMGI 53,709 Consideration payable – related party $ 115,314 |
INTANGIBLE ASSETS - SOFTWARE PL
INTANGIBLE ASSETS - SOFTWARE PLATFORM | 9 Months Ended |
Oct. 31, 2021 | |
INTANGIBLE ASSETS - SOFTWARE PLATFORM | |
NOTE 9 - INTANGIBLE ASSETS - SOFTWARE PLATFORM | NOTE 9 – INTANGIBLE ASSETS – SOFTWARE PLATFORM On March 1, 2021, the Company entered into an Asset Purchase Agreement with Gamefish Global Pty Ltd, a company incorporated in Australia (“Gamefish”), pursuant to which the Company acquired an instance of certain intellectual property that consists of a fully functional Seamless Aggregation Platform (“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 a minimum of three months of monthly fees to Gamefish in the amount of $13,050 per month, for ongoing support for the intellectual property. As part of the Asset Purchase Agreement, the Company entered into consulting agreements with two principals of Gamefish. Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 3 years. Amortization expense related to website development costs and intangible assets were $38,737 and $0 for the nine months ended October 31, 2021, and twelve months ended January 31, 2021, respectively. Accumulated amortization was $38,737 and $0 as of October 31, 2021, and January 31, 2021, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Oct. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 10 - RELATED PARTY TRANSACTIONS | NOTE 10 – 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. 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. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Mr. Goodman was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Mr. Goodman was $0 and $0, respectively. As of January 31, 2021, the Company has $4,000 of prepaid compensation to Mr. Goodman, due to the overpayment to him which has been repaid as of April 30, 2021. The Consulting Service Agreement with Mr. Goodman which commenced on February 22, 2016 was terminated on October 26, 2020 when the Company entered into an Employment Agreement with Mr. Goodman on October 26, 2020. 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. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Mr. Goodman was $0 and 38,769, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $14,205 and $3,683, respectively. 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 11 – EQUITY”. On June 29, 2021, the Company extended the expiration date of options to purchase 5,400,000 shares of common stock previously granted to Anthony Brian Goodman, the Company’s Chief Executive Officer, at an exercise price of $0.066 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”. On September 18, 2021, Anthony Goodman, the Company’s Chief Executive Officer and Chairman, exercised options to purchase 2,700,000 shares of common stock in a cashless exercise pursuant to which 355,109 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($2,450,250) and 2,344,891 shares were issued. More details of the options are covered in “NOTE 11 – 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. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Ms. Feng was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Ms. Feng was $0 and $97,692, respectively. The Consulting Service Agreement with Ms. Feng was terminated when the Company entered into an Employment Agreement with Ms. Feng on October 26, 2020. 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. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Ms. Feng was $0 and $32,308, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $11,838 and $3,069, respectively. 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 11 – EQUITY”. On June 29, 2021, the Company extended the expiration date of options to purchase 1,400,000 shares of common stock previously granted to Weiting Feng, the Company’s Chief Operating Officer, at an exercise price of $0.06 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”. On September 18, 2021, Weiting Feng, the Company’s Chief Operating Officer and Director, exercised options to purchase 700,000 shares of common stock in a cashless exercise pursuant to which 83,696 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($577,500) and 616,304 shares were issued. More details of the options are covered in “NOTE 11 – 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 (at $0.795 per share, expiring April 27, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. McChesney were $18,000 and $18,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. McChesney. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. McChesney to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. 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 (at $2.670 per share, expiring August 1, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Smith were $18,000 and $12,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Smith. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Smith to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. 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 (at $2.670 per share, expiring August 1, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Johnston were $18,000 and $10,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Mr. Johnston was $2,000 and $0. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Johnston to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in shares of common stock issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. 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. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Brett Goodman were $30,000 and $27,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Brett Goodman. On August 10, 2020, the Company entered into a Stock Purchase Agreement with Mr. Brett Goodman, 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 during the fiscal year ended January 31, 2021. 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 (a) Back Office Services: On April 1, 2016, the Company entered into a Back Office/Service Provider Agreement with Articulate Pty Ltd, which is wholly-owned by Anthony Brian Goodman, Chief Executive Officer of the Company and his wife Marla Goodman, for consulting services. On June 30, 2021, the Back Office Services Agreement was cancelled. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total Back Office Services fees paid to Articulate were $55,000 and $132,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Articulate for Back Office Services was $77,019 and $33,000, respectively. (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. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, revenues from Articulate were $1,525,091 and $2,248,877, respectively. As of October 31, 2021, and January 31, 2021, the amount receivable from Articulate was $1,306,896 and $656,805, respectively. (c) P repaid deposit paid to Skywind Services IOM Ltd (“Skywind”) by Articulate on behalf of Global Technology Pty Ltd (“GTG”): Articulate had a prepaid deposit in favor of Skywind in the amount of $43,569 (35,928 EUR) as of February 18, 2021. Articulate allowed GTG to utilize the prepaid deposits in order that GTG be able to operate and utilize certain Progressive Jackpot games of Skywind. On February 18, 2021, the Company recorded an accounts payable of $43,569 to Articulate. On July 29, 2021, the Company paid an equivalent of $42,464 to Articulate to settle the accounts payable based on the exchange rate on the same date. Mr. Omar Jimenez On April 22, 2021, the Company entered into a Consulting Agreement with Omar 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 (at $9.910 per share, expiring April 23, 2023), granted under the Company’s 2018 Equity Compensation Plan, of which options to purchase 25,000 shares vested on April 22, 2021, and options to purchase 25,000 shares vested on October 22, 2021. Mr. Jimenez may also receive discretionary bonuses from time to time in the discretion of the Board of Directors in cash, stock or options. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total consulting fees paid to Mr. Jimenez were $78,750 and $0, respectively. As of October 31, 2021, and January 31, 2021, the amount payable to Mr. Jimenez was $0 and $0, respectively. More details regarding the options are covered in “NOTE 11 – EQUITY”. |
EQUITY
EQUITY | 9 Months Ended |
Oct. 31, 2021 | |
EQUITY | |
NOTE 11 - EQUITY | NOTE 11 – 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 October 31, 2021 and January 31, 2021, 1,000 Series B preferred shares of par value $0.00001 were designated and outstanding and 19,999,000 shares of preferred stock remained undesignated. Common Stock (a) Reverse Stock Split 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 (b) Stock Purchase Agreement 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 (c) Private Placement and Warrant Exercise 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 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 $6.80 per share for a period of ten consecutive trading days (the “Ten-Day Period”). 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). The Company sold 527,029 Units in total to 11 investors, raising cash of $1,791,863. The relative fair value of the shares was $1,034,438 and the relative fair value of the warrants was $757,425 based on the amount of cash the Company received from the investors. The shares included in the Units purchased have been issued. 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. The remaining warrants expired unexercised. (d) Private Placement, Warrant Exercise and Warrant Amendment 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”). The Subscription Agreement provided the investor customary piggyback registration rights (for both the shares and the shares of common stock underlying the Warrants) which remain in place for the lesser of one year following the closing of the offering and the date that the investor is eligible to sell the applicable securities under Rule 144 of the Securities Act of 1933, as amended (the “ Securities Act th From April 26, 2021, to May 7, 2021 (the “ Triggering Date On July 9, 2021, the holder exercised a portion of the Warrant to purchase 170,000 shares of the of the Company’s common stock at $6.00 per share and paid the Company $1,020,000 in connection with such exercise and funds were received by the Company in a total amount of $1,019,982 ($1,020,000 less $18 in bank charges), on July 14, 2021. The Company issued the holder 170,000 shares of common stock in connection with such exercise. On July 14, 2021, and effective on June 6, 2021, the Company and the holder of the Warrants entered into an Agreement to Amend and Restate Common Stock Purchase Warrant (the “ Amendment Agreement Amended and Restated Warrants (e) Business Consultant Agreements 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 arrears, 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 November 23, 2021, the two Business Consulting Agreements were terminated pursuant to the terms of the Asset Purchase Agreement. During the nine months ended October 31, 2021, thirteen consultants exercised their options. As a result, 66,666 shares of common stock were issued upon the cash exercise of the options and 782,955 shares of common stock were issued upon the cashless exercise of the options. More details regarding the options are discussed under “Stock Option Plan” below. During the nine months ended October 31, 2021, 2,000 shares of common stock were issued to Brett Goodman, the son of the Company’s Chief Executive Officer, due to stock payable; 2,000 shares of common stock were issued to Jason Silver due to stock payable; the shares were issued as compensation for their services provided to assist the Company in managing the development of the Peer to Peer betting application; and 8,491 shares of common stock were issued for services rendered based on the average market value of $61,600 in total. (f) Certificate of Amendment On November 23, 2021, Luxor Capital LLC (the “Majority Stockholder”), which entity is beneficially owned and controlled by Anthony Brian Goodman, the President, Chief Executive Officer and Chairman of the Board of Directors of the Company, which beneficially owned an aggregate of 109,121,634,483 total voting shares, representing approximately 99.982% of the Company’s voting stock as of such date, including (a) 7,470,483 shares of common stock, representing 27.4% of the Company’s outstanding shares of common stock, and (b) 1,000 shares of the Company’s Series B Voting Preferred Voting Stock, representing 100% of the Company’s issued and outstanding Series B Voting Preferred Voting Stock, which Series B Voting Preferred Voting Stock shares each vote four times the number of shares of the Company’s common stock outstanding (27,278,541 shares), executed a written consent in lieu of a special meeting of stockholders (the “Majority Stockholder Consent”), approving the following matter, which had previously been approved by the Board of Directors of the Company (the “Board”) on November 22, 2021: the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock from forty million (40,000,000) shares to two hundred and fifty million (250,000,000) shares and to restate Article 3, Capital Stock thereof, to reflect such amendment, and clarify the Board of Director’s ability to designate and issue ‘blank check’ preferred stock (the “Amendment”). The Amendment was filed with the Secretary of State of Nevada and became effective on December 16, 2021. As of October 31, 2021, 27,231,401 shares were issued and outstanding. Option Extension On June 29, 2021, the Company agreed to extend the exercise period of certain stock options granted to Anthony Brian Goodman, the Company’s Chief Executive Officer, Weiting Feng, the Company’s Chief Operating Officer, and an external consultant of the Company (collectively the “Optionees”), which options would have expired on June 30, 2021. The Company extended the expiration date of the options granted to the Optionees until December 31, 2022, which covered options to purchase 466,667 shares of common stock previously granted to the external consultant at an exercise price of $0.06 per share, options to purchase 5,400,000 shares of common stock previously granted to Anthony Brian Goodman at an exercise price of $0.066 per share, and options to purchase 1,400,000 shares of common stock previously granted to Weiting Feng at an exercise price of $0.06 per share. The Company recorded a total of $2,069 of expenses due to the option extension. 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 was 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 twelve months ended July 31, 2018, three of the consultants resigned, and their options were forfeited. During the twelve months ended July 31, 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 nine months ended October 31, 2021, options to purchase 399,998 shares of common stock were exercised as follows: ● On February 1, 2021, a consultant exercised 66,666 options to purchase 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 and 65,896 shares were issued. ● 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 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 aggregate exercise price of the options and 66,069 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 aggregate exercise price of the options and 66,094 shares were issued. ● On June 28, 2021, a consultant exercised options to purchase 66,667 shares of common stock in a cashless exercise pursuant to which 445 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 66,222 shares were issued. ● On June 28, 2021, a consultant exercised options to purchase 66,667 shares of common stock in a cashless exercise pursuant to which 445 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 66,222 shares were issued. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $0 and $14,530, which was recorded as cost of goods sold. As of October 31, 2021, all the options for the six remaining consultants were vested and exercised, and the unamortized balance was $0. On March 15, 2018, the Company granted stock options to an external consultant. 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 was 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 of $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. On June 29, 2021, the Company extended the expiration date of the options granted to the consultant until December 31, 2022, which covered options to purchase 466,667 shares of common stock previously granted to him at an exercise price of $0.06 per share. The Company recorded a total of $123 of cost of goods expense due to the exercise period being extended. During the nine months ended October 31,2021 and twelve months ended January 31, 2021, the amortization expense was $0 and $13,481, respectively, which was recorded as cost of goods sold. As of October 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. 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%. On February 18, 2021, the 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 aggregated exercise price of the options and 130,502 shares were issued. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $3,641 and $7,397, respectively, which was recorded as cost of goods sold. As of October 31, 2021, all the options were vested, 66,666 options were not exercised, and the unamortized balance was $0. On November 28, 2018, the Company granted stock options to an external consultant. 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 nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $4,168 and $11,810, respectively, which was recorded as cost of goods sold. As of October 31, 2021, all the options were vested, 66,667 options were not exercised, and the unamortized balance was $763. On April 9, 2019, the Company entered into a Consultant Agreement and granted stock options to an external consultant. 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%. On April 5, 2021, the 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 aggregate exercise price of the options and 94,923 shares were issued. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $0, respectively. As of October 31, 2021, all the options were 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. 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%. On April 5, 2021, the 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 aggregate exercise price of the options and 50,626 shares were issued. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $0, respectively. As of October 31, 2021, all of the options were exercised, and there was no remaining unamortized balance. On June 11, 2019, the Company granted stock options to two external consultants. 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%. As of October 31, 2021, options to purchase 266,668 shares of common stock were exercised as follows: · On September 1, 2020, options to purchase 66,667 shares of common stock were exercised 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 September 1, 2020, options to purchase 66,667 shares of common stock were exercised 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, options to purchase 66,667 shares of common stock were exercised in a cashless exercise pursuant to which 5,104 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 61,563 shares were issued. · On July 7, 2021, options to purchase 66,667 shares of common stock were exercised in a cashless exercise pursuant to which 3,833 shares were surrendered to the Company to pay for the aggregate exercise price of the options and 62,834 shares were issued During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $37,519 and $50,300, respectively, which was recorded as cost of goods sold. As of October 31, 2021, 133,332 options were not vested, and the unamortized balance was $30,647. On March 16, 2020, the Company granted stock options to an external consultant. 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 nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $0 and $25,569, respectively, which was recorded as cost of goods sold. As of October 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 a consultant and a former consultant’s widow, in consideration for services rendered by such consultant and former consultant. Each person 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 nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $21,745 and $25,569, respectively, which was recorded as cost of goods sold. As of October 31, 2021, 100,000 of the options were vested without being exercised, 100,000 options were not vested, and the remaining unamortized balance was $10,833. 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 nine months ended October 31, 2021, two consultants resigned with one third of their options vested. As of October 31, 2021, options to purchase 66,668 shares of common stock were exercised as follows: · On July 18, 2021, options to purchase 33,334 shares of common stock were exercised in a cashless exercise pursuant to which 7,713 shares were surrendered to pay for the aggregate exercise price of the options and 25,621 shares were issued. · On July 18, 2021, options to purchase 33,334 shares of common stock were exercised in a cashless exercise pursuant to which 7,713 shares were surrendered to pay for the aggregate exercise price of the options and 25,621 shares were issued. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $31,130 and $136,602, respectively, which was recorded as cost of goods sold. As of October 31, 2021, 199,998 options were forfeited, 166,670 options were vested, 133,332 options were not vested, and the remaining unamortized balance was $56,525. On March 23, 2021, the Company granted stock options to two external consultants. Each consultant was granted options to purchase 100,000 shares of common stock of the Company with an exercise price of $5.49 per share, with a vesting period of two and a half years, vesting 30% on September 23, 2021, 30% on September 23, 2022, and 40% on September 23, 2023. The expiration date is March 23, 2024. The fair value of each of the stock options was $361,000 on the grant date based on the share price of $5.49 on the grant date, exercise price of $5.49, time to maturity of 3 years, and stock volatility of 109%. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $242,909 and $0, respectively, which was recorded as cost of goods sold. As of October 31, 2021, 60,000 options were vested without being exercised, and the remaining unamortized balance was $479,091. On September 20, 2021, the Company granted stock options to an external consultant. The consultant was granted options to purchase 100,000 shares of common stock of the Company with an exercise price of $6.62 per share, with a vesting period of two and a half years, vesting 30% on March 20, 2022, 30% on March 20, 2023, and 40% on March 20, 2024. The expiration date is September 20, 2024. The fair value of the stock options was $404,495 on the grant date based on the share price of $6.62 on the grant date, exercise price of $6.26, time to maturity of 3 years, and stock volatility of 99%. During the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, the amortization expense was $18,185 and $0, respectively, which was recorded as cost of goods sold. As of October 31, 2021, none of the options were vested, and the remaining unamortized balance was $386,310. The cost of sales related to the options was $359,419 and $275,780 in total for the nine months ended October 31, 2021 and the twelve months ended January 31, 2021, respectively. (b) Directors and Management: On January 3, 2018, the Company granted stock options to its Chief Executive Officer, Anthony Brian Goodman, to purchase 5,400,000 shares of common stock of the Company with an exercise price of $0.066 per share, 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 extended the expiration date from December 30, 2019 to June 30, 2020. On January 20, 2020, the Company extended the expiration date by another 12 months, and the expiration date was extended to June 30, 2021. On June 29, 2021, the Company extended the exercise period of stock options granted to Mr. Goodman, which options would have expired on June 30, 2021. The Company extended the expiration date of the options granted to Mr. Goodman until December 31, 2022, which covered options to purchase 5,400,000 shares of common stock previously granted to Mr. Goodman at an exercise price of $0.066 per share. During the nine months ended October 31, 2021, $1,579 of amortization expense was recorded due to the extension of the options’ expiration date, and during the twelve months ended January 31, 2021, no amortization expense related to the options was recorded. As of October 31, 2021, 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 per share, 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 extended the expiration date by another 12 months, and the expiration date was extended to June 30, 2021. On June 29, 2021, the Company extended the exercise period of stock options granted to Ms. Feng, which options would have expired on June 30, 2021. The Company extended the expiration date of the options granted to Ms. Feng until December 31, 2022, which covered options to purchase 1,400,000 shares of common stock previously granted to Ms. Feng at an exercise price of $0.06 per share. During the nine months ended October 31, 2021, $368 of amortization expense was recorded due to the extension of the options’ expiration date, and during the twelve months ended January 31, 2021, no amortization expense related to the options was recorded. As of October 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, Anthony Brian Goodman, to purchase 2,700,000 shares of common stock of the Company with an exercise price of $0.9075 per share, vest |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 31, 2021 | |
INCOME TAXES | |
NOTE 12 - INCOME TAXES | NOTE 12 – 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: October 31, January 31, January 31, July 31, 2021 2021 2020 2019 Operating loss (profit) for the periods ended $ (648,072 ) $ (398,080 ) $ (966,774 ) $ (1,769,908 ) Average statutory tax rate 21 % 21 % 21 % 21 % Deferred tax asset (liability) attributable to net operating loss carry-forwards $ (136,095 ) $ (83,597 ) $ (203,023 ) $ (371,681 ) Significant components of the Company’s deferred tax assets and liabilities as of October 31, 2021, January 31, 2021 and 2020 and July 31, 2019, after applying enacted corporate income tax rates, are as follows: October 31, January 31, January 31, July 31, 2021 2021 2020 2019 Deferred tax asset (liability) attributable to net operating loss carry-forwards (136,095 ) (83,597 ) (203,023 ) (371,681 ) Less: valuation allowance (1,341,643 ) (1,425,240 ) (1,628,262 ) (1,999,943 ) Tax benefit 1,205,548 1,341,643 1,425,240 1,628,262 Valuation allowance (1,205,548 ) (1,341,643 ) (1,425,240 ) (1,628,262 ) Net deferred income tax assets - - - - The Company has net operating losses carried forward of approximately $5,740,704 for tax purposes which may be recognized in future periods, not to exceed 20 years. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Oct. 31, 2021 | |
CONCENTRATIONS | |
NOTE 13 - CONCENTRATIONS | NOTE 13 - 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 nine months ended October 31, 2021 were from six significant customers, one of which was Articulate Pty Ltd (“Articulate”), a related party, which is wholly-owned by Anthony Brian Goodman, Chief Executive Officer and Chairman of the Company and his wife Marla Goodman. For the nine months ended October 31, 2021, the aggregate amount of revenues from those six significant customers was $8,800,658 which represents 94% of the total revenues of $9,333,492. Articulate’s revenues amounted to $1,525,091 for the nine months ended October 31, 2021 which accounted for 16% of the revenues. Revenues from the top customer amounted to $4,448,280, which accounted for 48% of total revenues. The remaining four significant customers accounted for 30% of the revenues. As of October 31, 2021, the net trading receivable from our customers was $2,726,845. Articulate accounted for $1,306,896 or 48% of the net receivable balance; the remaining five significant customers accounted for 46% of the net accounts receivable. During the nine months ended October 31, 2021, total cash received from customers was approximately $9.3 million. Articulate accounted for 9% of the payments against the accounts receivables while the other five significant customers accounted for 85% of the cash received from customers. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 14 - COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Legal Matters The Company may be involved, from time to time, in litigation or other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending. The Company believes that we are not exposed to matters that will individually or in the aggregate have a material adverse effect on our financial condition or results of operations. Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. Operating Lease Commitments 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. On June 1, 2021, the Company (through GTG) entered into a three-year term lease agreement for office space which commenced on June 1, 2021. The Company has the option to renew the lease for a period of three years. The rent is $115,265 ($148,902 AUD) per year (subject to a 4% annual increase) plus goods and services tax charged at 10% based on Australian Taxation Law. As of October 31, 2021, the Company had $360,581 of future payments under the lease for the office: $128,056 is attributable to the year ending October 31, 2022, $145,527 is attributable to the year ending October 31, 2023 and $86,998 is attributable to the year ending October 31, 2024. Pursuant to the lease agreement, the Company also leased two car spaces. The license fee for each par space is $6,000 per year (subject to a 4% annual increase) plus goods and services tax charged at 10% based on Australian Taxation Law. As of October 31, 2021, the Company had $31,459 of future payments under the lease for the car spaces: $11,200 is attributable to the year ending October 31, 2022, $12,688 is attributable to the year ending October 31, 2023 and $7,571 is attributable to the year ending October 31, 2024. The Company does not have any finance leases. The operating lease cost for the nine months ended October 31, 2021 was $48,966. As of October 31, 2021, the Company recognized $280,183 of operating lease right-of-use asset and $100,209 of current operating lease liability and $182,024 of non-current operating lease liability. The discount rate related to the Company’s lease liabilities as of October 31, 2021 was 6.25%. The discount rates are generally based on estimates of the Company’s incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 15 - SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS On November 23, 2021, Luxor Capital LLC (the “ Majority Stockholder Majority Stockholder Consent Board Amendment On November 29, 2021, the Company entered into a Sale and Purchase Agreement of Ordinary Issued Share Capital (the “ Purchase Agreement RKings Seller Sellers The Sale and Purchase Agreement provides for GBP £1,000,000 of the Closing Cash Consideration to be retained by the Company for six months, subject to certain revenue requirements and for indemnification rights. The Sale and Purchase Agreement provides the Sellers the rights to earn additional earn-out consideration, equal in value to GBP £4,000,000, subject to the terms of the Sale and Purchase Agreement payable at the option of the Company in either (a) cash; or (b) shares of Company common stock (such shares, if issued, the “Earn-Out Shares”). On December 6, 2021, the Company closed the Purchase, which was effective on November 1, 2021. The Purchase Agreement also required that the Sellers and the Company enter into a Shareholders Agreement (the “ Shareholders Agreement Majority In Interest Buyout Price The Shareholders Agreement also provides for the business and affairs of RKings to be governed by a board of directors consisting of at least three persons. The number of members on the board may be increased (but not decreased) with the consent of a Majority In Interest. The initial directors of RKings will be the Sellers and Aaron Johnston, a director of the Company. The Shareholders Agreement remains in full force and effect until RKings and a Majority In Interest, agree in writing to its termination or until the first to occur of (i) offering of shares of RKings pursuant to a registration statement effective under the Companies Act 2006 of the United Kingdom; (ii) the purchase by one shareholder of all the issued and outstanding shares of RKings; or (iii) the dissolution, bankruptcy or receivership of RKings. In November 2021, an additional $304,242 was replenished by Citibank, relating to Automated Clearing House (ACH) transfers that were erroneously posted to the Company’s bank account, which resulted in a balance due from Citibank of $88,679. This balance of $88,679 is expected to be replenished by January 2022. More details of the options are covered in “NOTE 3 – ACCOUNTS RECEIVABLE, NET”. On December 16, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to increase the Company’s authorized shares of common stock to 250,000,000 shares, par value $0.00001 per share. Recent issuances of securities subsequent to the nine months ended October 31, 2021 On November 4, 2021, a former consultant’s widow exercised options to purchase 50,000 shares of common stock in a cashless exercise pursuant to which 2,860 shares were surrendered to the Company to pay for the aggregate exercise price of the options ($23,250) and 47,140 shares were issued. On November 29, 2021, the Company issued 666,250 shares with an agreed value of GBP £4,000,000, or $8.00 per share, to the owners of RKings (discussed above) as part of the consideration to purchase 80% of the outstanding capital stock of RKings. On November 30, 2021, the Company issued an aggregate of 808 shares of restricted common stock to two consultants, 404 shares each, for services provided in connection with maintenance and development of the Company’s GM-Ag system. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Oct. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
Going Concern | In connection with the preparation of its financial statements for the nine-month transitional period ended October 31, 2021 and the twelve month period ended January 31, 2021, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with Accounting Standards Update (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 October 31, 2021 improved by $5,432,750 to $18,694,687 as of October 31, 2021 from $13,261,937 as of January 31, 2021. As a result of 170,000 warrants exercised in July 2021 and 496,429 shares of the Company’s stock (together with the same number of warrants to purchase shares of common stock) sold in a public offering in October 2021, the Company issued 666,429 shares of common stock and raised net proceeds of $4,047,253. As of October 31, 2021, the Company had $16,797,656 in its operating bank accounts and for the nine-month transition period ending October 31, 2021, the Company generated $1,271,119 cash from operations. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Technology Group Pty Ltd. (after January 19, 2021). 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, LLC, 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. |
Foreign Currency Translation and Transactions | The functional currency of our foreign operations is generally the local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive income (loss), a separate component of Equity, in our consolidated balance sheets. We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense), net. |
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 October 31, 2021 and January 31, 2021, the allowance for doubtful accounts was $168,557 and $168,557, respectively. During the nine-month transition period ending October 31, 2021, there was no bad debt expense recorded. |
Cash and Cash Equivalent | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Intangible Assets | Intangible assets are capitalized when a future benefit is determined. Intangible assets are amortized over the anticipated useful live of the intangible asset. |
Impairment of Intangible Assets | In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. On March 1, 2021, the Company purchased the Aggregation Platform from Gamefish Global Pty Ltd for $174,000, its sole intangible asset. The Company incurred amortization expense related to its intangible assets of $38,737, $0, $0 and $0 during the nine months ended October 31, 2021, the twelve month ended January 31, 2021, six months ended January 31, 2020 and twelve months ended July 31, 2010, respectively. |
Website Development Costs | The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. No website development costs, or related costs were incurred at October 31, 2021 and January 31, 2021. |
Software Development Costs | The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by ASC 985-20-25 “Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed,” requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. No software development costs, or related costs were incurred at October 31, 2021 and January 31, 2021. |
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 or 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 nine-month transition period ending October 31, 2021, the fiscal year ended January 31, 2021, the six months ended January 31, 2020, and the fiscal year ended July 31, 2019: Nine Months Ended Year Ended Six Months Ended Year Ended October 31, 2021 January 31, 2021 January 31, 2020 July 31, 2019 Basic earnings (loss) per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Basic earnings per common share $ 0.03 $ 0.02 $ 0.05 $ 0.09 Diluted earnings per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Preferred shares 1,000 1,000 1,000 1,000 Warrants/Options 8,392,661 11,633,736 8,838,440 8,774,216 Convertible Debt - - 54,511 54,511 Adjusted weighted average common shares outstanding 32,278,224 31,588,555 27,862,743 27,593,734 Diluted earnings per common share $ 0.02 $ 0.01 $ 0.03 $ 0.06 |
Revenue | The Company has one operating segment which is gaming. The Company currently has two distinctive revenue streams within its gaming operating segment: 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 intellectual property (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) | 9 Months Ended |
Oct. 31, 2021 | |
SUMMARY OF ACCOUNTING POLICIES | |
Schedule of basic and diluted earnings (loss) per common share | Nine Months Ended Year Ended Six Months Ended Year Ended October 31, 2021 January 31, 2021 January 31, 2020 July 31, 2019 Basic earnings (loss) per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Basic earnings per common share $ 0.03 $ 0.02 $ 0.05 $ 0.09 Diluted earnings per common share Numerator: Net income available to common shareholders $ 648,072 $ 398,080 $ 966,774 $ 1,769,908 Denominator: Weighted average common shares outstanding 23,884,563 19,953,819 18,968,792 18,764,007 Preferred shares 1,000 1,000 1,000 1,000 Warrants/Options 8,392,661 11,633,736 8,838,440 8,774,216 Convertible Debt - - 54,511 54,511 Adjusted weighted average common shares outstanding 32,278,224 31,588,555 27,862,743 27,593,734 Diluted earnings per common share $ 0.02 $ 0.01 $ 0.03 $ 0.06 |
ASSET ACQUISITION - RELATED P_2
ASSET ACQUISITION - RELATED PARTY (Tables) | 9 Months Ended |
Oct. 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 Reduction in Additional Paid in Capital in GMGI 53,709 Consideration payable – related party $ 115,314 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
INCOME TAXES | |
Schedule of income tax expense | October 31, January 31, January 31, July 31, 2021 2021 2020 2019 Operating loss (profit) for the periods ended $ (648,072 ) $ (398,080 ) $ (966,774 ) $ (1,769,908 ) Average statutory tax rate 21 % 21 % 21 % 21 % Deferred tax asset (liability) attributable to net operating loss carry-forwards $ (136,095 ) $ (83,597 ) $ (203,023 ) $ (371,681 ) |
Schedule of deferred tax assets and liabilities | October 31, January 31, January 31, July 31, 2021 2021 2020 2019 Deferred tax asset (liability) attributable to net operating loss carry-forwards (136,095 ) (83,597 ) (203,023 ) (371,681 ) Less: valuation allowance (1,341,643 ) (1,425,240 ) (1,628,262 ) (1,999,943 ) Tax benefit 1,205,548 1,341,643 1,425,240 1,628,262 Valuation allowance (1,205,548 ) (1,341,643 ) (1,425,240 ) (1,628,262 ) 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 (£) | Dec. 22, 2020USD ($) | |
Common stock sell | 100.00% | 100.00% |
Total consideration equivalent | £ | £ 85,000 | |
Consideration | $ | $ 115,314 |
SUMMARY OF ACCOUNTING POLICIE_3
SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | |
Numerator: | ||||
Net income | $ 966,774 | $ 648,072 | $ 398,080 | $ 1,769,908 |
Denominator: | ||||
Weighted average common shares outstanding | 18,968,792 | 23,884,563 | 19,953,819 | 18,764,007 |
Basic earnings (loss) per common share: | ||||
Basic earnings (loss) per common share | $ 0.05 | $ 0.03 | $ 0.02 | $ 0.09 |
Diluted earnings (loss) per common share: | ||||
Net income (loss) available to common shareholders | $ 966,774 | $ 648,072 | $ 398,080 | $ 1,769,908 |
Weighted average common shares outstanding diluted | 18,968,792 | 23,884,563 | 19,953,819 | 18,764,007 |
Preferred shares | 1,000 | 1,000 | 1,000 | 1,000 |
Warrants/Options | 8,838,440 | 8,392,661 | 11,633,736 | 8,774,216 |
Convertible Debt | 54,511 | 54,511 | ||
Adjusted weighted average common shares outstanding | 27,862,743 | 32,278,224 | 31,588,555 | 27,593,734 |
Diluted earnings (loss) per common share | $ 0.03 | $ 0.02 | $ 0.01 | $ 0.06 |
SUMMARY OF ACCOUNTING POLICIE_4
SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 09, 2021 | Jul. 31, 2021 | Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 |
Allowance for doubtful account | $ 168,557 | $ 168,557 | ||||
Working capital | 18,694,687 | 13,261,937 | ||||
Working capital improved amount | 5,432,750 | |||||
Cash and cash equivalents carrying value | 16,797,656 | |||||
Net cash provided by operating activities | $ 986,723 | $ 1,271,119 | $ 1,878,043 | $ 1,451,934 | ||
Common stocks shares issued | 27,231,401 | 22,741,665 | ||||
Proceeds from warrant exercises | $ 1,020,000 | |||||
Private Placement [Member] | ||||||
Warrant exercise | 170,000 | |||||
Warrants to purchase shares of common stock | 496,431 | |||||
Common stocks shares issued | 666,429 | |||||
Proceeds from warrant exercises | $ 4,047,253 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | ||
Receivable due from Citibank | $ 336,584 | |
Balance due from Citibank | 88,676 | |
Proceeded to immediately replenished | 392,921 | |
ACH amount transactions | 729,505 | |
Additional replenished by Citibank | 247,908 | |
Accounts receivable | 1,762,725 | $ 1,040,410 |
Net of allowance for bad debt | $ 168,557 | $ 168,557 |
ACCOUNTS RECEIVABLE RELATED PAR
ACCOUNTS RECEIVABLE RELATED PARTY (Details Narrative) - USD ($) | Oct. 31, 2021 | Jan. 31, 2021 |
ACCOUNTS RECEIVABLE, NET | ||
Accounts receivable - related party | $ 1,306,896 | $ 656,805 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Oct. 31, 2021 | Jan. 31, 2021 |
PREPAID EXPENSES (Details Narrative) | ||
Prepaid assets | $ 114,426 | $ 410,983 |
SHORT-TERM DEPOSITS (Details Na
SHORT-TERM DEPOSITS (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | |
Operating lease right-of-use asset | $ 280,183 | $ 0 |
Operating lease liability current | 100,209 | 0 |
Operating lease liability non-current | 182,024 | $ 0 |
Rent | 48,966 | |
June 1 2021 [Member] | GTG [Member] | ||
Rent | $ 115,265 | |
Option to renew period | three years | |
Lease agreement term | three-year | |
Goods and services tax charged | 10.00% | |
June 1 2021 [Member] | St. George Bank [Member] | ||
Term deposit | $ 61,799 | |
Interest rate | 0.25% |
CUSTOMER DEPOSIT (Details Narra
CUSTOMER DEPOSIT (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | |
Customer deposits | $ 68,635 | $ 149,640 |
Other Source [Member] | ||
Customer deposits | 35,749 | 144,640 |
Progressive Jackpot Games [Member] | ||
Customer deposits | 32,886 | $ 5,000 |
Progressive contribution fee | $ 5,000 |
ASSET ACQUISITION RELATED PARTY
ASSET ACQUISITION RELATED PARTY (Details) - USD ($) | 9 Months Ended | ||
Oct. 31, 2021 | Jan. 31, 2021 | Jan. 19, 2021 | |
Advance from shareholders | $ 0 | $ (99) | |
Share Purchase Agreement [Member] | |||
85,000 GBP based on the exchange rate on January 19, 2021 | 115,314 | ||
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 | $ 115,314 |
ASSET ACQUISITION RELATED PAR_2
ASSET ACQUISITION RELATED PARTY (Details Narrative) | 1 Months Ended | ||
Dec. 22, 2020GBP (£) | Oct. 31, 2021USD ($) | Jan. 19, 2021USD ($) | |
Share Purchase Agreement [Member] | |||
Consideration payable - related party | $ | $ 115,314 | $ 115,314 | |
Mr. Goodman [Member] | |||
Common stock sell | 100.00% | ||
Total consideration | £ | £ 85,000 |
INTANGIBLE ASSETS - SOFTWARE _2
INTANGIBLE ASSETS - SOFTWARE PLATFORM (Details Narrative) - Gamefish Global Pty Ltd [Member] - Asset Purchase Agreement [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | Mar. 01, 2021 | |
Consideration payable, for acquisition | $ 174,000 | ||
Monthly fees | $ 13,050 | ||
Amortization expense - website development | $ 38,737 | $ 0 | |
Accumulated amortization | $ 38,737 | $ 0 | |
Estimated useful lives | 3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 29, 2021 | Sep. 18, 2021 | Jul. 07, 2021 | Aug. 10, 2020 | Jul. 21, 2021 | Apr. 22, 2021 | Nov. 16, 2020 | Oct. 26, 2020 | Sep. 17, 2020 | May 31, 2020 | Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | Jun. 29, 2021 | Aug. 13, 2020 | Jul. 27, 2020 | Apr. 24, 2020 |
Revenues related party | $ 1,087,816 | $ 1,525,091 | $ 2,248,877 | $ 2,429,442 | ||||||||||||||
Accounts receivable | $ 1,762,725 | $ 1,040,410 | ||||||||||||||||
Common stock shares issued | 27,231,401 | 22,741,665 | ||||||||||||||||
Office expenses | 0 | $ 40,000 | $ 0 | 0 | ||||||||||||||
Surrendered shares | 3,833 | 4,342 | 5,104 | 5,290 | ||||||||||||||
Consulting service | $ 26,944 | 287,383 | 159,091 | $ 60,631 | ||||||||||||||
September 18, 2021 [Member] | ||||||||||||||||||
Stock option exercise upon purchase of shares | $ 2,700,000 | |||||||||||||||||
Surrendered shares | 355,109 | |||||||||||||||||
Articulate Pty Ltd [Member] | ||||||||||||||||||
Accounts receivable | 1,306,896 | 656,805 | ||||||||||||||||
Office expenses | 55,000 | 132,000 | ||||||||||||||||
Stock Purchase Agreement [Member] | Brett Goodman and Jason Silver [Member] | ||||||||||||||||||
Stock based compensation, shares issued, amount | $ 14,840 | |||||||||||||||||
Mr. Omar Jimenez [Member] | ||||||||||||||||||
Amount payable | 0 | 0 | ||||||||||||||||
Consulting fees | $ 12,500 | 78,750 | 0 | |||||||||||||||
Options purchases | 50,000 | |||||||||||||||||
Vested shares | 25,000 | |||||||||||||||||
Skywind Services IOM Ltd [Member] | ||||||||||||||||||
Accounts payable other | 43,569 | |||||||||||||||||
Director [Member] | ||||||||||||||||||
Compensation payable in arears | $ 2,000 | |||||||||||||||||
Amount payable | 0 | 0 | ||||||||||||||||
Issance of stock options | 100,000 | |||||||||||||||||
Consulting fees | 18,000 | 18,000 | ||||||||||||||||
Accounts receivable | 1,306,896 | 656,805 | ||||||||||||||||
Share price | $ 0.795 | |||||||||||||||||
Increase in compensation | $ 3,000 | |||||||||||||||||
Annual equity retainer | 25,000 | |||||||||||||||||
Mr. Murray [Member] | ||||||||||||||||||
Compensation payable in arears | $ 2,000 | |||||||||||||||||
Amount payable | 0 | 0 | ||||||||||||||||
Issance of stock options | 100,000 | |||||||||||||||||
Consulting fees | 18,000 | 12,000 | ||||||||||||||||
Share price | $ 2.670 | |||||||||||||||||
Increase in compensation | 3,000 | |||||||||||||||||
Annual equity retainer | 25,000 | |||||||||||||||||
Mr. Aaron Richard Johnston [Member] | ||||||||||||||||||
Compensation payable in arears | $ 2,000 | |||||||||||||||||
Amount payable | 2,000 | 0 | ||||||||||||||||
Issance of stock options | 100,000 | |||||||||||||||||
Consulting fees | 18,000 | 10,000 | ||||||||||||||||
Share price | $ 2.670 | |||||||||||||||||
Increase in compensation | 3,000 | |||||||||||||||||
Annual equity retainer | $ 25,000 | |||||||||||||||||
Ms.Weiting Feng [Member] | ||||||||||||||||||
Consulting fees | 0 | 64,894 | ||||||||||||||||
Accounts payable | 97,692 | |||||||||||||||||
Ms.Weiting Feng [Member] | September 18, 2021 [Member] | ||||||||||||||||||
Stock option exercise upon purchase of shares | $ 700,000 | |||||||||||||||||
Surrendered shares | 83,696 | |||||||||||||||||
Aggregate price | $ 577,500 | |||||||||||||||||
Ms.Weiting Feng [Member] | Employment Agreement [Member] | ||||||||||||||||||
Superannuation percentage | 9.50% | |||||||||||||||||
Wages Payable | 0 | 32,308 | ||||||||||||||||
Superannuation payable | 11,838 | 3,069 | ||||||||||||||||
Salary received | $ 120,000 | |||||||||||||||||
Percentage of superannuation on salary | 10.00% | |||||||||||||||||
Share issued | $ 0.06 | |||||||||||||||||
Common stock shares issued | 1,400,000 | |||||||||||||||||
Mr. Silver [Member] | ||||||||||||||||||
Stock based compensation, shares issued, amount | $ 14,840 | |||||||||||||||||
Restricted common stock shares issued | 2,000 | |||||||||||||||||
Aggregate shares | 4,000 | |||||||||||||||||
Mr. Goodman [Member] | ||||||||||||||||||
Surrendered shares | 355,109 | |||||||||||||||||
Aggregate price | $ 2,450,250 | |||||||||||||||||
Mr. Goodman [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||
Amount payable | 0 | 0 | ||||||||||||||||
Consulting fees | 30,000 | 27,000 | ||||||||||||||||
Due to related party | 4,000 | |||||||||||||||||
Consulting service | $ 3,000 | |||||||||||||||||
Mr. Goodman [Member] | Employment Agreement [Member] | ||||||||||||||||||
Superannuation percentage | 9.50% | |||||||||||||||||
Wages Payable | 46,650 | 38,769 | ||||||||||||||||
Superannuation payable | $ 14,205 | $ 3,683 | ||||||||||||||||
Salary received | $ 144,000 | |||||||||||||||||
Percentage of superannuation on salary | 10.00% | |||||||||||||||||
Share issued | $ 0.066 | |||||||||||||||||
Common stock shares issued | 5,400,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Nov. 23, 2021 | Sep. 20, 2021 | Sep. 18, 2021 | Jul. 14, 2021 | Jul. 09, 2021 | Jul. 07, 2021 | May 07, 2021 | Apr. 07, 2021 | Apr. 05, 2021 | Nov. 09, 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 | Jul. 21, 2021 | Jun. 29, 2021 | Apr. 22, 2021 | Mar. 23, 2021 | Feb. 18, 2021 | Feb. 17, 2021 | 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. 20, 2020 | Mar. 16, 2020 | Sep. 19, 2019 | Nov. 28, 2018 | Jan. 03, 2018 | Apr. 30, 2021 | Jul. 31, 2020 | Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | Oct. 25, 2021 | Jun. 06, 2021 | Mar. 22, 2021 | Sep. 01, 2020 |
Common shares, par value | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales | $ 359,419 | $ 275,780 | |||||||||||||||||||||||||||||||||||||||||||||||
Common shares, authorized | 40,000,000 | 40,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 27,231,401 | 22,741,665 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 170,000 | 170,000 | 830,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding common stock holding percentage | 4.999 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase common stock exercise price | $ 8.63 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares | 23,769,894 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 1,020,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total amount received from exercise of warrants | 1,019,982 | ||||||||||||||||||||||||||||||||||||||||||||||||
Bank charges | $ 18 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 392,101 | $ 546,560 | $ 1,630,403 | $ 206,842 | |||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 66,667 | 66,667 | 66,667 | 66,667 | 33,334 | 399,998 | |||||||||||||||||||||||||||||||||||||||||||
Shares issue | 170,000 | 62,834 | 62,325 | 61,563 | 61,377 | 25,621 | |||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 3,833 | 4,342 | 5,104 | 5,290 | |||||||||||||||||||||||||||||||||||||||||||||
Cost of goods sold | 57,224 | $ 6,050,508 | 2,000,052 | 21,998 | |||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | 0 | $ 38,737 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Stock options vested | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 55,313 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 0 | 0 | 4,047,253 | 8,468,864 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate exercise price | $ 0 | $ 0 | $ 0 | 209,414 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services, amount | $ 30,100 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Common shares outstanding | 27,231,401 | 22,741,665 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Luxor Capital LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 27,231,401 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common shares outstanding | 7,470,483 | 27,231,401 | |||||||||||||||||||||||||||||||||||||||||||||||
Total voting shares | $ 109,121,634,483 | ||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights. Percentage | 99.982% | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of common shares outstanding | 27.40% | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights description | 1,000 shares of the Company’s Series B Voting Preferred Voting Stock, representing 100% of the Company’s issued and outstanding Series B Voting Preferred Voting Stock, which Series B Voting Preferred Voting Stock shares each vote four times the number of shares of the Company’s common stock outstanding (27,278,541 shares) | ||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series B [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights 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 | |||||||||||||||||||||||||||||||||||||||||||||||
Undesignated preferred stock | 19,999,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 2,708 | 1,318 | 1,276 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 50,626 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 53,334 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.36% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 8,971 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.33 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option exercised, shares | 53,334 | ||||||||||||||||||||||||||||||||||||||||||||||||
Vesting | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Cost of goods expenses | $ 25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 5,077 | 1,318 | 1,952 | 1,276 | |||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 94,923 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.33 | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.36% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 16,820 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.33 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option exercised, shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Vesting | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Cost of goods expenses | $ 46 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 9,257 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 0 | 13,481 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 924,077 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 1,400,000 | 466,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 2.63% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 41,209 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.03 | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% on each anniversary for three years | ||||||||||||||||||||||||||||||||||||||||||||||||
Cost of goods expenses | $ 25 | $ 123 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options non vested shares | 466,666 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options vested not exercised shares | 66,666 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options exercised by consultant, shares | 933,334 | ||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 2,832 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 3,641 | 7,397 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 130,502 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | 133,334 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Jan. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.84% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 22,056 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% on each anniversary for three years | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options non vested shares | 66,666 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option Plan One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 3,099 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 4,168 | 11,810 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 3,269 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 130,235 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | May 29, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.76% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 29,869 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.165 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% on each anniversary of the grant, for three years. | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option exercised, shares | 133,334 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options non vested shares | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock option vested shares | 763 | ||||||||||||||||||||||||||||||||||||||||||||||||
Jason Silver [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issue | 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services, shares | 8,491 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for services, amount | $ 61,600 | ||||||||||||||||||||||||||||||||||||||||||||||||
Yukun Qiu [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 5,104 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 243,911 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 61,563 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Dec. 11, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.30% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 75,312 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.48 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | Vesting 33% each anniversary for three years. | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercise period | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option exercised, shares | 66,667 | 266,668 | |||||||||||||||||||||||||||||||||||||||||||||||
Jiayi Wu [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 6,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 18,185 | 25,569 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 60,467 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 6.62 | $ 0.465 | $ 0.465 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Exercised | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years | 2 years 6 months | |||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Sep. 30, 2024 | Sep. 15, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 99.00% | 0.8816% | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 404,495 | $ 48,060 | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 6.62 | $ 0.465 | $ 0.465 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting period of two and a half years, vesting 30% on March 20, 2022, 30% on March 20, 2023, and 40% on March 20, 2024. | vesting 33% for the first two half year periods and 33% for the remaining one year. | |||||||||||||||||||||||||||||||||||||||||||||||
Aaron Johnston [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 1,196 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | 0 | $ 107,676 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2.67 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.06% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 433,096 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 5.54 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | The options vested in three installments as follows: 50% on November 1, 2020, 25% on February 1, 2020, and 25% on May 1, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
James Young [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | 3,633 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
James Young [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | 10,833 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | 21,745 | 25,569 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.465 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Mar. 16, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 0.88% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 29,073 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.465 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting period of two years, vesting 50% on each | ||||||||||||||||||||||||||||||||||||||||||||||||
Two external consultants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 619,308 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | $ 0 | 102,692 | |||||||||||||||||||||||||||||||||||||||||||||||
Options vested | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 5.49 | $ 1.74 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Mar. 23, 2024 | Jun. 18, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.09% | 0.6521% | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 361,000 | $ 74,752 | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 5.49 | $ 1.74 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 30% on September 23, 2021, 30% on September 23, 2022, and 40% on September 23, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
James Caplan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Market value of shares issued | 37,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Thomas McChesney [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | $ 62,739 | 79,966 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.795 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 0.77% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 79,966 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.795 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | 50% on July 27, 2020, 25% on October 27, 2020, and 25% on January 27, 2021. | ||||||||||||||||||||||||||||||||||||||||||||||||
five external consultants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Options vested | 166,670 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | 66,668 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.74 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Expiration date | Jun. 18, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 0.6521% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 74,752 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 1.74 | ||||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Feng [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issue | 616,304 | ||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 83,696 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 700,000 | 1,400,000 | 1,400,000 | 466,667 | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate price | $ 577,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expense | $ 2,069 | ||||||||||||||||||||||||||||||||||||||||||||||||
February 1, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 66,666 | 66,666 | |||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 770 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 66,666 | 65,896 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate exercise price | $ 4,010 | ||||||||||||||||||||||||||||||||||||||||||||||||
April 1, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 66,666 | 66,666 | |||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 572 | 597 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 66,094 | 66,069 | |||||||||||||||||||||||||||||||||||||||||||||||
June 28, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 445 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 66,222 | ||||||||||||||||||||||||||||||||||||||||||||||||
July 18, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 33,334 | 33,334 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issue | 25,621 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 56,525 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options non-vested | 133,332 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | $ 31,130 | 136,602 | |||||||||||||||||||||||||||||||||||||||||||||||
Options forfeited | 199,998 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options vested | 166,670 | ||||||||||||||||||||||||||||||||||||||||||||||||
On September 1, 2020 [Member] | Yukun Qiu [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 5,290 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 61,377 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options Exercised | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
On August 1,2020 [Member] | Murray Smith [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | $ 62,739 | $ 189,611 | |||||||||||||||||||||||||||||||||||||||||||||||
Options vested | 1,196 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2.67 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.07% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 252,350 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 3.48 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | The options vested in three installments as follows: 50% on November 1, 2020, 25% on February 1, 2020, and 25% on May 1, 2021. | ||||||||||||||||||||||||||||||||||||||||||||||||
On April 27, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 3,639 | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of stock split | 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 | ||||||||||||||||||||||||||||||||||||||||||||||||
August 14, 2020 to August 20, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock per shares | $ 6.80 | ||||||||||||||||||||||||||||||||||||||||||||||||
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). | ||||||||||||||||||||||||||||||||||||||||||||||||
Price per unit | $ 4.10 | ||||||||||||||||||||||||||||||||||||||||||||||||
January 20, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 4,999,982 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock per shares | $ 5 | ||||||||||||||||||||||||||||||||||||||||||||||||
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). | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1,409,853 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issuable | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of shares | $ 3,590,129 | ||||||||||||||||||||||||||||||||||||||||||||||||
From December 9, 2020, to January 7, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchased, shares | 409,029 | ||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common shares issued | 409,029 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant purchased, amount | $ 1,677,019 | ||||||||||||||||||||||||||||||||||||||||||||||||
From November 23, 2020, to December 7, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock per shares | $ 6.80 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 7, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
On March 1, 2021 [Member] | Ontario Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 5.50 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of common stock by granting warrants | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued value | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Closing sales price | $ 11 | ||||||||||||||||||||||||||||||||||||||||||||||||
On March 1, 2021 [Member] | Ans Advisory [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of common stock by granting warrants | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
April 26, 2021, to May 7, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Description of common Stock Outstanding | Company’s common stock closed at or above $10.00 per share. However, as the total number of shares of common stock issuable upon exercise of the Warrants would have exceeded 4.999% of the Company’s common stock, and as an accommodation to the holder of the Warrants, on May 11, 2021, the Company agreed to provide the holder 61 days from the Triggering Date to exercise the Warrants, and as a result the holder had until July 11, 2021 to exercise such Warrants. | ||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Goodman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issue | 2,344,891 | 2,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Surrendered shares | 355,109 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense | $ 368 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 2,700,000 | 5,400,000 | 5,400,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate price | $ 2,450,250 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.066 | ||||||||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 66,666 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 37,519 | $ 50,300 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 43,291 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 782,955 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options non-vested | 133,332 | ||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 102,659 | 815,831 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 2,700,000 | 5,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.9075 | $ 0.066 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 2 years | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.10% | 2.73% | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 1,221,862 | $ 265,821 | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.9075 | $ 0.066 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% each half year | Vesting 33% each half year for one and a half years. | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercise period | 1 year 6 months | 1 year 6 months | |||||||||||||||||||||||||||||||||||||||||||||||
Market value of shares issued | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | On January 3,2020 [Member] | Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 27,630 | $ 219,575 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options vested | 466,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Balance | $ 27,630 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 50,000 | 700,000 | 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 9.91 | $ 0.825 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 1 year 6 months | 2 years | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 1.08% | 1.10% | 2.73% | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 243,911 | $ 328,855 | $ 69,615 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 9.91 | $ 0.825 | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | The options vest in two installments as follows: 50% on April 22, 2021, and 50% on the six-month anniversary of the grant date. | vesting 33% each half year after the grant. | vesting 33% each half year | ||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercise period | 1 year 6 months | 1 year 6 months | |||||||||||||||||||||||||||||||||||||||||||||||
Market value of shares issued | 233,333 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense other | $ 0 | $ 127,287 | |||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 757,425 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold, shares | 527,029 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash raised upon sale of shares | $ 1,791,863 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of the shares | 1,034,438 | ||||||||||||||||||||||||||||||||||||||||||||||||
External Consultants (9) [Member] | Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, shares | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity period | 3 years 6 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock volatility | 2.73% | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock option granted, value | $ 11,877 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options plan vesting description | vesting 33% on each anniversary for three years | vesting 33% on each anniversary for three years. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 55,425 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Mr. Goodman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 5,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Placement Agency Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Cash fee paid | $ 6 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maximum reimbursement of agent expense | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-accountable expense reimbursement | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 496,929 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase | 496,429 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and shares per share value | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of shares and warrants | $ 3,475,003 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2019 | |
INCOME TAXES | ||||
Operating loss (profit) for the periods ended | $ (648,072) | $ (398,080) | $ (966,774) | $ (1,769,908) |
Average statutory tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Deferred tax asset (liability) attributable to net operating loss carry-forward | $ (136,095) | $ (83,567) | $ (203,023) | $ (371,681) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Oct. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2019 |
INCOME TAXES | ||||
Deferred tax asset (liability) attributable to net operating loss carry-forwards | $ (136,095) | $ (83,597) | $ (203,023) | $ (371,681) |
Less: valuation allowance | (1,341,643) | (1,425,240) | (1,628,262) | (1,999,943) |
Tax benefit | 1,205,548 | 1,341,643 | 1,425,240 | 1,628,262 |
Valuation allowance | (1,205,548) | (1,341,643) | (1,425,240) | (1,628,262) |
Net deferred income tax assets | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended |
Oct. 31, 2021USD ($) | |
INCOME TAXES | |
Net operating losses carried forward | $ 5,740,704 |
Net operating losses carry forward, description | losses carried forward of approximately $5,740,704 for tax purposes which may be recognized in future periods, not to exceed 20 years. |
Corporate income tax rate | 21.00% |
CONCENTRATION (Details Narrativ
CONCENTRATION (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2019 | |
Articulate revenues amount | $ 670,783 | $ 7,808,401 | $ 2,974,182 | $ 452,771 |
Articulate Pty Ltd [Member] | Accounts Receivable [Member] | ||||
Concentration Risk, Percentage | 9.00% | |||
Cash received from related party | $ 9,300,000 | |||
Articulate Pty Ltd [Member] | Revenue [Member] | ||||
Revenues-related parties | $ 1,525,091 | |||
Concentration Risk, Percentage | 16.00% | |||
Articulate Pty Ltd [Member] | Five Significant Customers [Member] | ||||
Revenues-related parties | $ 9,333,492 | |||
Concentration Risk, Percentage | 85.00% | |||
Account receivables | $ 2,726,845 | |||
Net receivable balance | $ 1,306,896 | |||
Net receivable percentage | 48 | |||
Concentration Risk, Percentage part | 46.00% | |||
Articulate Pty Ltd [Member] | Top Customers [Member] | Revenue [Member] | ||||
Revenues-related parties | $ 4,448,280 | |||
Concentration Risk, Percentage | 48.00% | |||
Concentration Risk, Percentage part | 16.00% | |||
Articulate revenues amount | $ 1,525,091 | |||
Articulate Pty Ltd [Member] | Four Significant Customers [Member] | Revenue [Member] | ||||
Concentration Risk, Percentage | 30.00% | |||
Articulate Pty Ltd [Member] | Six Significant Customers [Member] | ||||
Revenues-related parties | $ 9,333,492 | |||
Concentration Risk, Percentage | 94.00% | |||
Articulate revenues amount | $ 8,800,658 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | |
Operating lease right-of-use asset | $ 280,183 | $ 0 |
Operating lease liability current | 100,209 | 0 |
Operating lease liability non-current | 182,024 | $ 0 |
Operating lease cost | $ 48,966 | |
Discount rate related to lease liabilities | 6.25 | |
June 1 2021 [Member] | GTG [Member] | ||
Operating lease cost | $ 115,265 | |
Lease agreement term | three-year | |
Option to renew period | three years | |
Goods and services tax charged | 10.00% | |
Annual increase percentage | 4 | |
Future payments under the lease year 2021 | $ 360,581 | |
Future payments under the lease year 2022 | 128,056 | |
Future payments under the lease year 2023 | 145,527 | |
Future payments under the lease year 2024 | 86,998 | |
License fee for each par space | 6,000 | |
Future payments under the lease for the car spaces | 31,459 | |
Future payments under the lease for the car spaces year 2022 | 11,200 | |
Future payments under the lease for the car spaces year 2023 | 12,688 | |
Future payments under the lease for the car spaces year 2024 | $ 7,571 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 06, 2021 | Jul. 07, 2021 | Nov. 29, 2021 | Nov. 23, 2021 | Jul. 21, 2021 | Nov. 16, 2020 | Sep. 17, 2020 | Dec. 16, 2021 | Nov. 04, 2021 | Oct. 31, 2021 | Jan. 31, 2021 |
Outstanding shares of common stock | 27,231,401 | 22,741,665 | |||||||||
Common Stock shares authorized | 40,000,000 | 40,000,000 | |||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||||
Surrendered shares | 3,833 | 4,342 | 5,104 | 5,290 | |||||||
Additional replenished by Citibank | $ 247,908 | ||||||||||
Subsequents Events [Member] | |||||||||||
Aggregate total voting shares | 109,121,634,483 | ||||||||||
Aggregate total voting shares, percentage | 99.982 | ||||||||||
Outstanding shares of common stock | 7,470,483 | ||||||||||
Outstanding shares of common stock, percentage | 27.40% | ||||||||||
Series B Voting Preferred Voting Stock | 1,000 | ||||||||||
issued and outstanding Series B voting preferred voting stock percentage | 100 | ||||||||||
Common stock outstanding | 27,278,541 | ||||||||||
Common Stock shares authorized | 250,000,000 | 250,000,000 | |||||||||
Common stock shares previously authorized | 40,000,000 | ||||||||||
Common stock, par value | $ 0.00001 | ||||||||||
Surrendered shares | 2,860 | ||||||||||
Shares issued | 666,250 | 47,140 | |||||||||
Aggregate exercise price of the options | (23,250) | ||||||||||
Common stock price per share | $ 8 | ||||||||||
Ownership interest acquisition percentage | 80.00% | ||||||||||
Balance due from Citibank amount | $ 88,679 | ||||||||||
Additional replenished by Citibank | 88,679 | ||||||||||
Restricted common stock shares | $ 808 | ||||||||||
Common stock share for services | 404 | ||||||||||
Subsequents Events [Member] | Purchase Agreement [Member] | |||||||||||
Outstanding shares of common stock, percentage | 100.00% | ||||||||||
Common stock price per share | $ 8 | ||||||||||
Ownership interest acquisition percentage | 80.00% | ||||||||||
Restricted common stock shares | $ 666,250 | ||||||||||
Net asset value percentage | 80 |