Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Apr. 12, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-249998 | ||
Entity Registrant Name | Gaming Technologies, Inc. | ||
Entity Central Index Key | 0001816906 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 30,521,059 | ||
Entity Incorporation State | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 1,946,232 | $ 320,402 |
Due from related parties | 0 | 12,606 |
Deposits and other current assets | 37,917 | 33,942 |
Total current assets | 1,984,149 | 366,950 |
Property and equipment, net | 8,503 | 12,132 |
Operating lease right of use asset, net | 11,968 | 58,136 |
Intellectual property, net | 50,967 | 99,968 |
Total assets | 2,055,587 | 537,186 |
Current liabilities: | ||
Accounts payable and accrued expenses | 368,784 | 51,672 |
Cancelled common stock investment payable | 0 | 60,000 |
Due to related parties | 14,918 | 1,950 |
Notes payable to related parties, net | 0 | 52,225 |
Current portion of note payable, bank | 2,241 | 0 |
Current portion of operating lease liability | 11,968 | 46,509 |
Total current liabilities | 397,911 | 212,356 |
Note payable, bank | 62,741 | 0 |
Operating lease liability, net of current portion | 0 | 11,627 |
Total liabilities | 460,652 | 223,983 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized -5,000,000 shares; issued - none | 0 | 0 |
Common stock, $0.001 par value; authorized - 45,000,000 shares; issued and outstanding - 28,367,525 shares and 24,614,325 shares at December 31, 2020 and 2019, respectively | 28,367 | 24,614 |
Additional paid-in capital | 9,551,507 | 1,040,199 |
Accumulated other comprehensive income | (18,746) | 2,766 |
Accumulated deficit | (7,966,193) | (754,376) |
Total stockholders' equity | 1,594,935 | 313,203 |
Total liabilities and stockholders' equity | $ 2,055,587 | $ 537,186 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 28,367,525 | 24,614,325 |
Common stock, shares outstanding | 28,367,525 | 24,614,325 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Costs and expenses: | ||
Software development, including amortization of intellectual property of $61,058 and $60,805 in 2020 and 2019, respectively | 128,563 | 163,786 |
Officers, directors, affiliates, and other related parties | 417,094 | 289,823 |
Other (including stock compensation costs of $5,875,000 in 2020) | 6,647,146 | 174,989 |
Total costs and expenses | 7,192,803 | 628,598 |
Loss from operations | (7,192,803) | (628,598) |
Other income (expense): | ||
Interest expense | (3,046) | (7,958) |
Foreign currency gain | (15,968) | 523 |
Total other expense, net | (19,014) | (7,435) |
Net loss | (7,211,817) | (636,033) |
Foreign currency translation adjustment | (21,512) | (2,522) |
Comprehensive loss | $ (7,233,329) | $ (638,555) |
Net loss per common share - basic and diluted | $ (0.28) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 25,699,190 | 15,514,647 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Amortization of intellectual property | $ 61,058 | $ 60,805 |
Stock compensation costs | $ 5,875,000 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficiency) - USD ($) | Common Stock | Common Stock Issuable | Additional Paid-In Capital | Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 2,502,500 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 2,503 | $ 32,495 | $ 8,060 | $ 5,288 | $ (118,343) | $ (69,997) |
Common stock issued for cash, shares | 8,549,350 | |||||
Common stock issued for cash, value | $ 8,549 | 256,672 | 265,221 | |||
Common stock issued in payment of notes payable, shares | 6,576,900 | |||||
Common stock issued in payment of notes payable, value | $ 6,577 | 309,812 | 316,389 | |||
Common stock issued in connection with GameTech transaction, shares | 2,521,150 | |||||
Common stock issued in connection with GameTech transaction, value | $ 2,521 | (32,495) | 29,974 | |||
Common stock issued in connection with private placement, shares | 121,000 | |||||
Common stock issued in connection with private placement, value | $ 121 | 302,379 | 302,500 | |||
Accrued interest contributed to capital by related parties | 3,667 | |||||
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties, shares | 4,343,425 | |||||
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties, value | $ 4,343 | 133,302 | 137,645 | |||
Foreign currency translation adjustment | (2,522) | (2,522) | ||||
Net loss | (636,033) | (636,033) | ||||
Ending balance, shares at Dec. 31, 2019 | 24,614,325 | |||||
Ending balance, value at Dec. 31, 2019 | $ 24,614 | 0 | 1,040,199 | 2,766 | (754,376) | 313,203 |
Common stock issued in connection with private placement, shares | 1,403,000 | |||||
Common stock issued in connection with private placement, value | $ 1,403 | 2,626,597 | 2,628,000 | |||
Common stock issued as compensation, shares | 2,350,000 | |||||
Common stock issued as compensation, value | $ 2,350 | 5,872,650 | 5,875,000 | |||
Accrued interest contributed to capital by related parties | 12,061 | 12,061 | ||||
Foreign currency translation adjustment | (21,512) | (21,512) | ||||
Net loss | (7,211,817) | (7,211,817) | ||||
Ending balance, shares at Dec. 31, 2020 | 28,367,525 | |||||
Ending balance, value at Dec. 31, 2020 | $ 28,367 | $ 0 | $ 9,551,507 | $ (18,746) | $ (7,966,193) | $ 1,594,935 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (7,211,817) | $ (636,033) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 8,943 | 6,590 |
Amortization of intellectual property | 67,620 | 60,805 |
Amortization of accrued lending fee | (610) | 607 |
Amortization of operating lease right of use asset | 45,008 | 32,363 |
Stock compensation | 5,875,000 | 0 |
Foreign currency gain / (loss) | 15,981 | (523) |
Changes in operating assets and liabilities: | ||
Due from related parties | 12,109 | 83,816 |
Deposits and other current assets | (2,799) | (16,745) |
Accounts payable and accrued expenses | 312,581 | 46,631 |
Due to related parties | (1,925) | 16,333 |
Operating lease liability | (45,008) | (32,363) |
Accrued interest payable | 0 | 7,353 |
Net cash used in operating activities | (924,917) | (431,166) |
Cash flows from investing activities: | ||
Purchase of intellectual property | (13,055) | 0 |
Purchase of property and equipment | (5,266) | (5,317) |
Proceeds from sales of property and equipment | 0 | 4,198 |
Net cash used in investing activities | (18,321) | (1,119) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 60,623 | 50,664 |
Proceeds from private placement of common stock | 2,628,000 | 302,500 |
Cancelled common stock investment payable | 0 | 60,000 |
Repayment of cancelled common stock subscription | (60,000) | 0 |
Proceeds from sales of common stock to related parties | 0 | 265,221 |
Repayment of notes payable to related parties | (35,508) | 0 |
Net cash provided by financing activities | 2,593,115 | 678,385 |
Effect of exchange rate on cash | (24,047) | (5,165) |
Net increase | 1,625,830 | 240,935 |
Balance at beginning of year | 320,402 | 79,467 |
Balance at end of year | 1,946,232 | 320,402 |
Supplemental disclosures of cash flow information: | ||
Cash paid for - Interest | 0 | 0 |
Cash paid for - Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Principal amount of notes payable to related parties converted into common stock | 0 | 316,389 |
Recognition of operating lease right of use asset and operating lease liability | 0 | 91,774 |
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties | 0 | 137,645 |
Value of common stock issued in connection with GameTech transaction | 0 | 32,495 |
Accrued interest contributed to capital by related parties | $ 12,061 | $ 3,667 |
1. Organization and Basis of Pr
1. Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization and Combination Gaming Technologies, Inc. (formerly Dito, Inc.,) (“Gaming US”) was incorporated in the State of Delaware on July 23, 2019. Effective as of March 18, 2020, Gaming US completed a Share Exchange Agreement (the "Exchange Agreement") to acquire all of the outstanding ordinary shares of Gaming Technologies Limited, formerly Gaming UK Limited, (“Gaming UK”) that provided for each outstanding ordinary share of Gaming UK to be effectively converted into 25 shares of common stock of Gaming US. As a result, Gaming UK became a wholly-owned subsidiary of Gaming US in a recapitalization transaction (collectively, the “Company”). On December 21, 2020, the Company changed its name from Dito, Inc. to Gaming Technologies Inc. Gaming UK was originally formed as Smart Tower Limited on November 3, 2017 in the United Kingdom for the purpose of software development. On June 29, 2018, Smart Tower Limited changed its name to NENX Gaming Limited and then to Gaming UK Limited on July 29, 2019 and to Gaming Technologies Limited on January 7, 2021. Gaming US maintains its principal executive offices in New York, New York, United States. Gaming UK maintains its principal executive offices in London, England. Basis of Presentation For financial reporting purposes, the Exchange Agreement was accounted for as a combination of entities under common control (the "Combination"), as Gaming US was formed by Gaming UK, with the objective of Gaming UK becoming a wholly-owned subsidiary of Gaming US, and the resultant parent company being domiciled in the United States. As a result of the Combination, the former stockholders of Gaming UK became the controlling shareholders of Gaming US, and the Gaming UK management and board members became the management and board members of Gaming US. Accordingly, the condensed consolidated financial statements presented herein for all periods are based on the historical financial statements of each of Gaming US and Gaming UK. The stockholders' equity section of the Gaming US balance sheet has been retroactively restated for all periods presented to reflect the accounting effect of the Combination. The net loss per share and weighted average common shares outstanding information presented herein also reflects this retroactive restatement for all periods presented. All costs associated with the Combination were charged to operations as incurred. Unless the context indicates otherwise, Gaming Technologies, Inc. ("Gaming US") and Gaming Technologies UK Limited ("Gaming UK") are hereinafter referred to as the "Company". The Company's activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, and is dependent on periodic infusions of debt and equity capital to fund its operating requirements. Business Operations The Company is a mobile games developer and publisher with offices in London and New York. The Company intends to license its software platform to mobile gaming operators and developers to enable rapid development of new games. In addition, the Company operates an online gaming operation in Mexico through its web site vale.mx. On November 13, 2020, we entered into an Agreement for the Provision of Online Gaming Management and Consulting Services (as subsequently amended) with Comercial de Juegos de la Frontera, S.A. de C.V., a Mexican company doing business as Big Bola, pursuant to which we provide to Big Bola consulting and management services related to their interactive online betting and gaming business in Mexico via the web site www.vale.mx, a regulated online casino and sports betting site. vale.mx operates under Big Bola’s existing license issued by the General Directorate of Games and Raffles of the Ministry of Interior (SEGOB). Big Bola is one of only Going Concern The Company's consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has had no operating revenues to date, and has experienced recurring net losses from operations and negative operating cash flows. During the year ended December 31, 2020, the Company incurred a net loss of $7,211,817 utilized cash in operating activities of $924,917, and had an accumulated deficit of $7,966,193 as of December 31, 2020. The Company has financed its working capital requirements since inception through the sale of its equity securities and from borrowings. At December 31, 2020, the Company had cash of $1,946,232, reflecting cash of $2,628,000 from the sale of common stock in the fourth quarter of 2020. The Company estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company's business to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard. As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's consolidated financial statements for the year ended December 31, 2020, has also expressed substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The development and expansion of the Company's business in 2021 and thereafter will be dependent on many factors, including the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company's business to a level that is commercially viable and self-sustaining. There is also significant uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future. If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to scale back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to its technology, or to discontinue its operations entirely. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Combination The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and include the financial statements of Gaming US and its wholly-owned foreign subsidiary, Gaming UK. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. Cash The Company maintains its cash balances with financial institutions with high credit ratings. The Company has not experienced any losses to date resulting from this practice. As of December 31, 2020 and 2019, the Company's cash balances by currency consisted of the following: December 31, 2020 2019 GBP £ 49,127 £ 32,301 USD $ 1,879,166 277,565 Cash balances in British Pounds are maintained in the United Kingdom and cash balances in United States Dollars are maintained in the United States. Concentration of Risk The Company may periodically contract with consultants and vendors to provide services related to the Company's business development activities. Agreements for these services may be for a specific time period or for a specific project or task. The Company did not have any agreements at December 31, 2020 or 2019. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Gaming US is subject to U.S. federal income taxes and income taxes of the State of New York. The Company's operations in the United States during the years ended December 31, 2020 and 2019 were nominal. Gaming UK is subject to taxation in the United Kingdom. As a foreign corporation, Gaming UK is not consolidated with Gaming US in the Company's U.S. federal tax filings. As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2020 and 2019 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2020 and 2019, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Stock-Based Compensation The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period. The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology. The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. As of December 31, 2020 and 2019, the Company did not have any outstanding stock options. Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Components of comprehensive income or loss, including net income or loss, unrealized gains or losses on available-for-sale securities, unrealized gains or losses on other financial investments, unrealized gains or losses on pension and retirement benefit plans, and foreign currency translation adjustments, are reported in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company's comprehensive income (loss) for the years ended December 31, 2020 and 2019 consists of foreign currency translation adjustments. Earnings (Loss) Per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. At December 31, 2020, the Company excluded warrants to acquire 90,000 shares of common stock from its calculation of loss per share as their effect would be antidilutive. Basic and diluted loss per common share is the same for all periods presented because the aforementioned warrants were antidilutive. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end. The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments. Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years. The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations. Leases Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Software Development Costs Due to the significant uncertainty with respect to the successful development of commercially viable products based on Company's development efforts, all software development costs incurred with respect to the Company's mobile gaming platform as described at Note 3 are charged to operations as incurred. Intellectual Property Intellectual property, consisting of software, is recorded at cost. Amortization of intellectual property is provided using the straight-line method over an estimated useful life of three years. The Company recognizes amortization of intellectual property in software development costs in the Company's consolidated statement of operations. Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and intellectual property, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of December 31, 2020 and 2019, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates. Foreign Currency The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Gaming UK, the Company's foreign subsidiary, is the British Pound ("GBP"), the local currency in the United Kingdom. Accordingly, assets and liabilities of the foreign subsidiary are translated at the current exchange rate at the end of the period, and revenues and expenses are translated at average exchange rates during the years ended December 31, 2020 and 2019. The resulting translation adjustments are recorded as a component of shareholders' equity (deficiency). Gains and losses from foreign currency transactions are included in net income (loss). Translation of amounts from the local currencies of the foreign subsidiary, Gaming UK, into USD has been made at the following exchange rates for the respective periods: As of and for the Years Ended 2020 2019 Period-end GBP to USD1.00 exchange rate 1.3652 1.3262 Period-average GBP to USD1.00 exchange rate 1.2825 1.2772 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. Management is currently in the process of assessing the impact of adopting ASU-2016-13 on the Company's financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements and related disclosures. |
3. Property and Equipment
3. Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Computer and office equipment $ 27,307 $ 21,158 Less accumulated depreciation (18,804 ) (9,026 ) Computer and office equipment, net $ 8,503 $ 12,132 All of the Company's property and equipment is located in the United Kingdom. Depreciation expense for the years ended December 31, 2020 and 2019 was $8,943 and $6,590, respectively. Depreciation expense is included in general and administrative costs in the Company's consolidated statement of operations. |
4. Intellectual Property
4. Intellectual Property | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | 4. Intellectual Property Intellectual property as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Software $ 194,977 $ 189,413 Internet domain name 13,055 – Total intellectual property 208,032 189,413 Less accumulated amortization (157,065 ) (89,445 ) Intellectual property, net $ 50,967 $ 99,968 Amortization expense for the years ended December 31, 2020 and 2019 was $67,620 and $60,805, respectively. Amortization expense is included in software development costs in the Company's consolidated statement of operations. The following schedule sets forth the remaining amortization of intellectual property as of December 31, 2020: 2021 $ 50,967 Total $ 50,967 |
5. Notes Payable to Related Par
5. Notes Payable to Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Parties | 5. Notes Payable to Related Parties As of December 31, 2020 and 2019, notes payable to related parties consisted of the following: December 31, 2020 2019 Epsilon Investments PTE $ – $ 11,191 Jason Drummond – 2,607 Fairfax Capital BV – 38,427 $ – $ 52,225 Epsilon Investments PTE On August 6, 2018, the Company borrowed $142,000 (approximately equivalent to 110,000£) from Epsilon Investments PTE ("Epsilon"), a significant shareholder of the Company, on an unsecured basis with interest at 6% per annum. The loan agreement did not contain any provisions for conversion into common stock. On October 22 2018, the Company borrowed an additional $110,000 (approximately equivalent to 85,000£) from Epsilon on an unsecured basis with interest at 6% per annum. The loan agreement did not contain any provisions for conversion into common stock. As a result, through December 31, 2018, total borrowings from Epsilon were $252,000 (approximately equivalent to 195,000£), presented as principal amount of $248,450 at December 31, 2018 due to the impact of currency conversion adjustments. As of December 31, 2018, accrued interest with respect to the Epsilon borrowings totaled $4,666 (approximately equivalent to 3,662£). On May 7, 2019, principal of $19,651 (approximately equivalent to 15,000£) was converted into 696,025 shares of the Company's common stock, representing a price per share of approximately $0.03. On May 29, 2019, principal of $227,279 (approximately equivalent to 180,000£) was converted into 4,504,500 shares of the Company's common stock, representing a price per share of approximately $0.05. As of December 31, 2019, accrued interest with respect to the Epsilon borrowings totaled $11,191 (approximately equivalent to 8,439£). On March 23, 2020, accrued interest with respect to the Epsilon borrowings in the amount of $9,782 (approximately equivalent to 8,439£) was waived and recorded as a contribution to capital by a credit to additional paid-in capital. Jason Drummond On August 6, 2018, the Company borrowed a total of $52,000 (approximately equivalent to 40,000£) from Jason Drummond ("Drummond"), a significant shareholder of the Company, on an unsecured basis with interest at 6% per annum. The loan did not contain any provisions for conversion into common stock. On October 22, 2018, the Company issued a note payable to Drummond in the amount of $20,000 (approximately equivalent to 15,000£) on an unsecured basis at an interest rate of 6% per annum. Consideration for the note payable consisted of subsequent cash advances from Mr. Drummond totaling $12,867 (approximately equivalent to 10,000£) and the payment of accrued base salary of $6,341 (approximately equivalent to 5,000£). As of December 31, 2018, accrued interest with respect to the loans from Mr. Drummond totaled $1,257 (approximately equivalent to 986£). On May 29, 2019, principal of $69,459 (approximately equivalent to 55,000£) was converted into 1,376,375 shares of the Company's common stock, representing a price per share of approximately $0.05. As of December 31, 2019, accrued interest with respect to the loans from Mr. Drummond totaled $2,607 (approximately equivalent to 1,996£). On March 23, 2020, accrued interest with respect to the loans from Mr. Drummond in the amount of $2,279 (approximately equivalent to 1,966£) was waived and recorded as a contribution to capital by a credit to additional paid-in capital. Fairfax Capital BV On October 29, 2019, the Company borrowed $40,338 under an agreement with Fairfax Capital BV ("Fairfax"), a significant shareholder, pursuant to an agreement to lend up to $45,000. The lending agreement was non-interest bearing, but provided for the payment of a fee of 10% of the total loan value when the principal was repaid, which was repayable no later than twelve months from the date of the agreement. During April 2020, the Company repaid the Fairfax loan, including the accrued lending fee, in full. |
6. Note Payable to Bank
6. Note Payable to Bank | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable to Bank | 6. Note Payable to Bank On June 9, 2020, Gaming UK received an unsecured loan of $60,600 (equivalent to 47,600£) from Metro Bank PLC under the Bounce Bank Loan Scheme managed by the British Business Bank on behalf of, and with the financial backing of, The Secretary of State for Business, Energy and Industrial Strategy of the Government of the United Kingdom. The Government of the United Kingdom has provided a full guarantee to Metro Bank PLC with respect to the repayment of this loan. The proceeds from the loan are required to be used for working capital purposes, for investment in a company's business, and to support trading or commercial activity in the United Kingdom. The loan is for a term of 72 months and has a fixed interest rate of 2.5% per annum. Gaming UK is not required to make any payments of interest on the loan during the first 12 months of this loan, with such amount being paid by the Government of the United Kingdom under its business interruption payment program. Beginning in the 13 th Maturities of long-term debt for each of the next five years and thereafter are as follows: Year ended December 31, Amount 2021 $ 2,241 2022 10,137 2023 10,137 2024 10,137 2025 10,137 Thereafter 22,193 Total payments 64,982 Less current portion 2,241 $ 62,741 |
7. Leases
7. Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases Short-Term Operating Lease The Company leases office facilities in New York, New York on a month-to-month basis at a cost of $142 per month. Aggregate payments under this operating lease charged to general and administrative expenses in the statement of operations were $1,704 and $1,514 for the years ended December 31, 2020 and 2019, respectively. Long-Term Operating Lease The Company's wholly-owned subsidiary in the United Kingdom, Gaming UK, leases office facilities in London, England. The Company did not have any other leases with initial terms of 12 months or more at December 31, 2020 or 2019. Operating lease right-of-use assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and right-of-use lease liabilities represent the Company's obligation to make lease payments arising from the lease. Generally, the implicit rate of interest, equivalent to a discount rate, in lease arrangements is not readily determinable and the prevailing commercial property mortgage rate is utilized in determining the present value of lease payments. The monthly cash payment for this operating lease is approximately $4,010 per month, and the lease term ends on March 31, 2021. The Company recorded right-of-use assets and liabilities of $91,774 on March 19, 2019, based on the present value of payments and an incremental borrowing rate of 4.27% per annum. The following schedule sets forth the operating lease right of use activity for the years ended December 31, 2020 and 2019: 2020 2019 Capitalized present value of lease payments $ 91,774 $ 91,774 Less amortization (77,371 ) (32,363 ) Foreign currency adjustment (2,435 ) (1,275 ) Operating lease right of use asset, net $ 11,968 $ 58,136 The following schedule sets forth the current portion and long-term portion of operating lease liabilities as of December 31, 2020 and 2019: December 31, 2020 2019 Current portion $ 11,968 $ 46,509 Long-term portion – 11,627 Total lease liability $ 11,968 $ 58,136 This operating lease had a remaining term of 0.25 years as of December 31, 2020. The following schedule sets forth the remaining annual future lease payments outstanding as of December 31, 2020: 2021 $ 12,030 Less amount representing imputed interest (62 ) Present value of lease liabilities $ 11,968 Cash paid for the amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019 was $36,090 and $36,090, respectively. Aggregate lease expense for this operating lease charged to general and administrative expenses in the statement of operations was $52,587 and $55,029 for the years ended December 31, 2020 and 2019, respectively. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Salary and Fees to Directors, Consultants and Professionals During the years ended December 31, 2020 and 2019, the Company incurred salary and fees to officers, directors, consultants and professionals in the amount of $417,094 and $289,823, respectively, as follows: December 31, 2020 2019 Jason Drummond $ 334,868 $ 180,788 Julian Parge 82,226 88,577 Andrew Eggleston – 20,458 Total $ 417,094 $ 289,823 Advances During the years ended December 31, 2020 and 2019, the Company incurred base salary owed to Jason Drummond, its sole officer (paid to him or to his affiliates), and periodically advanced base salary to Mr. Drummond (paid to him or to his affiliates) in anticipation of future services. As a result of such advances, as of December 31, 2019, $12,606 was due from Mr. Drummond , which was repaid in January 2020. Additional information with respect to notes payable to related parties and common shares issued to officers, directors, affiliates, and other related parties in payment of costs and expenses is provided at Notes5 and 9. |
9. Stockholders' Equity
9. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders' Equity Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. No preferred shares have been designated by the Company as of December 31, 2020 and 2019. Common Stock The Company is authorized to issue up to 45,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2020 and 2019, the Company had 28,367,525 and 24,614,325 shares of common stock issued and outstanding, respectively. Issuances of common stock upon conversion of notes payable On May 7, 2019, a note payable to a related party in the principal amount of $19,651 was converted into 696,025 shares of the Company's common stock, reflecting an effective price per share of approximately $0.03. On May 29, 2019, notes payable to related parties in the principal amount of $296,738 were converted into 5,880,875 shares of the Company's common stock, reflecting an effective price per share of approximately $0.05. Additional information with respect to common stock issued in connection with the conversion of notes payable is provided at Note 5. Common Stock Issuable On August 10, 2018, the Company (through Gaming UK) entered into an Asset Sale Agreement (the "Sale Agreement") with GameTech UK pursuant to a Court Order (the "Order") issued by the Joint Administrators of GameTech UK Limited (in administration) on May 29, 2018. The Order granted an application previously made on April 19, 2019 for the Administrators of GameTech to sell GameTech assets which were subject to the claims of the secured creditors. Among other provisions, the Order called for the infusion of $300,000 (approximately equivalent to 235,000£) into the Company, and the issuance of 30% of the Company's equity to the secured creditors, for which the secured creditors would release their secured interest. Accordingly, it was determined that 3,271,150 common shares, valued at $42,162 (approximately equivalent to 33,016£), were to be issued in order to satisfy this provision. On December 4, 2018, 750,000 of such shares valued at $9,667 (approximately equivalent to 7,570£), were issued. At December 31, 2018, common stock issuable consisted of the value of 2,521,150 shares of the Company's common stock allocated to satisfy certain provisions of the transaction with GameTech UK Limited ("GameTech") as described below. Common Shares Issued to Officers, Directors, Affiliates and Other Related Parties in Payment of Costs and Expenses During the year ended December 31, 2019, the Company issued 4,343,425 shares of the Company's common stock, valued at $137,645, reflecting an effective price per share of approximately $0.03, in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties. Private Placement of Common Stock On May 7, 2019, the Company sold 7,424,350 shares of the Company's common stock to an existing shareholder for a cash purchase price of $209,614, reflecting an effective price per share of approximately $0.03. On September 25, 2019, the Company sold 1,125,000 shares of the Company's common stock to an existing shareholder for a cash purchase price of $55,606, reflecting an effective price per share of approximately $0.05. Effective as of February 26, 2020, the Company completed a private placement to non-U.S. persons for the sale of 205,000 shares of its common stock (the "Private Placement") at a price of $2.50 per share pursuant to Rule 903 of Regulation S under the Securities Act with thirteen individual investors for cash proceeds of $512,500. No fees or other costs were incurred in connection with this Private Placement. Of the 205,000 shares of common stock sold, 121,000 shares were sold for a total purchase price of $302,500 prior to December 31, 2019. During January and February 2020, the remaining 84,000 shares were sold for a total purchase price of $210,000. The proceeds from the Private Placement were used for general operating purposes. On March 4, 2020, the fourteenth investor elected to cancel their subscription for 24,000 shares of common stock. The subscription proceeds of $60,000, which were received in December 2019, were returned to the cancelling investor on March 18, 2020. As of December 31, 2019, the cancelled stock sale was excluded from stockholders' equity and was reflected as a cancelled common stock investment payable in the consolidated balance sheet at such date. During June 2020, the Company sold an aggregate of 24,200 shares of common stock at $2.50 per share to 3 investors, generating gross proceeds of $60,500. On October 16, 2020, the Company sold 5,000 shares of common stock at $2.50 per share to an investor, generating gross proceeds of $12,500. On November 12, 2020, the Company sold 40,000 shares of common stock at $2.50 per share to two investors, generating gross proceeds of $100,000. On November 20, 2020, the Company sold 600,000 shares of common stock at $2.50 per share to an investor, generating gross proceeds of $1,500,000. In connection with this transaction, the Company agreed to pay a cash finder’s fee to a broker equal to nine percent (9%) of gross proceeds, equal to $135,000, and a warrant to purchase nine percent (9%) of the total shares purchased, or 54,000 shares of the Company’s common stock, at $2.50 per share, with a term of five years. In addition, the Company agreed to pay the broker additional compensation consisting of 250,000 restricted shares of common stock if and when the investor has purchased an aggregate of 1,600,000 shares of the Company’s common stock in a private placement. On December 2, 2020, the Company sold 400,000 shares of common stock at $2.50 per share to an investor, generating gross proceeds of $1,000,000. The Company paid $90,000 in placement agent fees and $30,000 in legal fees in connection with the private placement. Consulting Agreements Effective August 3, 2020, the Company entered into a consulting agreement with Montrose Capital Partners Limited to provide consulting, advisory and related services to the Company for a term of two years. Consideration under this consulting agreement was paid exclusively in the form of 2,000,000 shares of the Company's common stock, which were valued at $5,000,000 based on the fair value of the Company's common stock of $2.50 per share on the effective date of the consulting agreement. The total consideration pursuant to this consulting agreement of $5,000,000 was charged to general and administrative costs in the statement of operations on the issuance date. The consulting agreement requires the Company to include such shares in any registration statement that it files with the SEC. On October 21, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year and may be renewed at the end of the term. Compensation consists of the following stock grants: 50,000 shares of the Company’s common stock within seven days of the execution of the agreement, valued at $125,000; 50,000 shares of the Company’s common stock upon the quotation of the Company’s stock on OTC Markets; and 100,000 shares of the Company common stock at each of the following three renewal periods, if the agreement is renewed. On November 6, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year and may be renewed at the end of the term. Compensation consists of the following stock grants: 50,000 shares of the Company’s common stock within seven days of the execution of the agreement, valued at $125,000; 50,000 shares of the Company’s common stock six months after the date of the agreement; 50,000 shares of the Company’s common stock upon the first renewal of the agreement and 50,000 shares of the Company’s common stock six months after the first renewal; and, 100,000 shares of the Company common stock at each of the following two renewal periods, if the agreement is renewed. On November 25, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year with automatic renewal for successive one-year terms unless either party elects not to renew. Compensation consists of 250,000 shares of the Company’s common stock within seven days of the execution of the agreement, valued at $625,000. Warrants A summary of warrant activity for the year ended December 31, 2020 is presented below: Warrants Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Outstanding on December 31, 2019 – $ – – $ – Granted 90,000 2.50 4.89 – Exercised – – – – Outstanding on December 31, 2020 90,000 $ 2.50 4.89 $ – |
10. Income Taxes
10. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets as of December 31, 2020 and 2019 are summarized below. December 31, 2020 2019 Net operating loss carryforwards - Foreign $ 1,879,000 $ 143,000 Net operating loss carryforwards - U.S. 421,000 1,000 2,300,000 144,000 Valuation allowance (2,300,000 ) (144,000 ) Net deferred tax assets $ – $ – In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2020 and 2019, management was unable to determine if it is more likely than not that the Company's deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No U.S. federal tax provision has been provided for Gaming US for the years ended December 31, 2020 and 2019 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2020 and 2019. Years Ended December 31, 2020 2019 U. S. federal statutory tax rate (21.0)% (21.0)% Difference between U.S. and U.K. tax rates 2.0 % 2.0 % Change in valuation allowance 19.0 % 19.0 % Effective tax rate 0.0 % 0.0 % The Company's United Kingdom subsidiary is subject to the income tax laws of the United Kingdom. The corporate tax rate in the United Kingdom is 19% on income reported in its statutory financial statements, after appropriate tax adjustments, for the fiscal years commencing April 1, 2017, 2018, 2019, and 2020 and 18% for the fiscal year commencing April 1, 2020. At December 31, 2020, the Company has available net operating loss carryforwards for U.S. federal and United Kingdom corporate income tax purposes of approximately $825,000 and $1,912,000, respectively. U.S. federal net operating losses, if not utilized earlier, expire through 2039. United Kingdom net operating losses may be carried over indefinitely. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Contingencies The Company may be subject to legal proceedings from time to time as part of its business activities. As of December 31, 2020 and 2019, the Company was not subject to any threatened or pending legal actions or claims. Contractual Commitments The Company has retained Julian Parge as a consultant to Gaming UK, at the request and under the sole discretion of Gaming UK, at the rate of $1,658 (equivalent to 1,250£) per week up to a maximum of $82,888 (equivalent to 62,500£) per annum. Impact of COVID-19 on the Company The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company's business in the future. The extent to which the COVID-19 outbreak ultimately impacts the Company's business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future. Currently, capital markets have been disrupted by the crisis, as a result of which the availability, amount and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available. |
12. Subsequent Events
12. Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Private Placement of Common Stock During the three months ended March 31, 2021, the Company sold 1,614,600 shares of its common stock to private investors for gross proceeds of $4,036,500. Consulting Agreements In January 2021, the Company entered into two agreements with two consultants to provide investor relation services to the Company. The agreements are for a term of one year. The Company issued 200,000 shares of its common stock in exchange for the services. The common stock was valued at $500,000 at the time the agreements were executed. In February 2021, the Company entered into an internet advertising campaign with a consultant. The contract is for a term of one year and calls for an initial non-refundable deposit of $20,000 upon the execution of the agreement and a payment of $1,000,000, payable with shares of the Company’s common stock using a value of $3.00 per share, representing 333,334 shares of the Company’s common stock. Related Party Transactions During the three months ended March 31, 2021, the Company paid base salary and a bonus of £75,000, totaling $198,361 to Jason Drummond, the Company’s sole director and executive officer. Sponsorship Agreement On April 14, 2021, we entered into a Sponsorship Agreement (the “Canelo Agreement”) with SA Holiday, Inc. (“Holiday”), owner of the personality rights of champion professional boxer Saul Alvarez Barragan, or “Canelo,” in connection with a promotional campaign for the Corporation to sponsor a prize fight and certain other activities of Canelo, and for Canelo to promote the Corporation’s “VALE” brand and create certain promotional materials in connection therewith for the Corporation’s use in the United States, Latin America and certain countries in the Caribbean. Pursuant to the Canelo Agreement we will, among other things, pay to Holiday a cash fee of US$1,600,000 and be responsible for paying certain other amounts as provided therein. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Combination | Principles of Combination The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and include the financial statements of Gaming US and its wholly-owned foreign subsidiary, Gaming UK. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. |
Cash | Cash The Company maintains its cash balances with financial institutions with high credit ratings. The Company has not experienced any losses to date resulting from this practice. As of December 31, 2020 and 2019, the Company's cash balances by currency consisted of the following: December 31, 2020 2019 GBP £ 49,127 £ 32,301 USD $ 1,879,166 277,565 Cash balances in British Pounds are maintained in the United Kingdom and cash balances in United States Dollars are maintained in the United States. |
Concentration of Risk | Concentration of Risk The Company may periodically contract with consultants and vendors to provide services related to the Company's business development activities. Agreements for these services may be for a specific time period or for a specific project or task. The Company did not have any agreements at December 31, 2020 or 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Gaming US is subject to U.S. federal income taxes and income taxes of the State of New York. The Company's operations in the United States during the years ended December 31, 2020 and 2019 were nominal. Gaming UK is subject to taxation in the United Kingdom. As a foreign corporation, Gaming UK is not consolidated with Gaming US in the Company's U.S. federal tax filings. As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2020 and 2019 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2020 and 2019, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period. The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology. The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. As of December 31, 2020 and 2019, the Company did not have any outstanding stock options. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Components of comprehensive income or loss, including net income or loss, unrealized gains or losses on available-for-sale securities, unrealized gains or losses on other financial investments, unrealized gains or losses on pension and retirement benefit plans, and foreign currency translation adjustments, are reported in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company's comprehensive income (loss) for the years ended December 31, 2020 and 2019 consists of foreign currency translation adjustments. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because there is no convertible debt, convertible preferred stock, warrants or stock options outstanding. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end. The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years. The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations. |
Leases | Leases Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Software Development Costs | Software Development Costs Due to the significant uncertainty with respect to the successful development of commercially viable products based on Company's development efforts, all software development costs incurred with respect to the Company's mobile gaming platform as described at Note 3 are charged to operations as incurred. |
Intellectual Property | Intellectual Property Intellectual property, consisting of software, is recorded at cost. Amortization of intellectual property is provided using the straight-line method over an estimated useful life of three years. The Company recognizes amortization of intellectual property in software development costs in the Company's consolidated statement of operations. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and intellectual property, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of December 31, 2020 and 2019, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates. |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Gaming UK, the Company's foreign subsidiary, is the British Pound ("GBP"), the local currency in the United Kingdom. Accordingly, assets and liabilities of the foreign subsidiary are translated at the current exchange rate at the end of the period, and revenues and expenses are translated at average exchange rates during the years ended December 31, 2020 and 2019. The resulting translation adjustments are recorded as a component of shareholders' equity (deficiency). Gains and losses from foreign currency transactions are included in net income (loss). Translation of amounts from the local currencies of the foreign subsidiary, Gaming UK, into USD has been made at the following exchange rates for the respective periods: As of and for the Years Ended 2020 2019 Period-end GBP to USD1.00 exchange rate 1.3652 1.3262 Period-average GBP to USD1.00 exchange rate 1.2825 1.2772 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. Management is currently in the process of assessing the impact of adopting ASU-2016-13 on the Company's financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements and related disclosures. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of cash | December 31, 2020 2019 GBP £ 49,127 £ 32,301 USD $ 1,879,166 277,565 |
Foreign currency exchange rates table | As of and for the Years Ended 2020 2019 Period-end GBP to USD1.00 exchange rate 1.3652 1.3262 Period-average GBP to USD1.00 exchange rate 1.2825 1.2772 |
3. Property and Equipment (Tabl
3. Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2020 2019 Computer and office equipment $ 27,307 $ 21,158 Less accumulated depreciation (18,804 ) (9,026 ) Computer and office equipment, net $ 8,503 $ 12,132 |
4. Intellectual Property (Table
4. Intellectual Property (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intellectual property | December 31, 2020 2019 Software $ 194,977 $ 189,413 Internet domain name 13,055 – Total intellectual property 208,032 189,413 Less accumulated amortization (157,065 ) (89,445 ) Intellectual property, net $ 50,967 $ 99,968 |
Schedule of future amortization of intellectual property | 2021 $ 50,967 Total $ 50,967 |
5. Notes Payable to Related P_2
5. Notes Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable to related parties | December 31, 2020 2019 Epsilon Investments PTE $ – $ 11,191 Jason Drummond – 2,607 Fairfax Capital BV – 38,427 $ – $ 52,225 |
6. Note Payable to Bank (Tables
6. Note Payable to Bank (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt maturities | Year ended December 31, Amount 2021 $ 2,241 2022 10,137 2023 10,137 2024 10,137 2025 10,137 Thereafter 22,193 Total payments 64,982 Less current portion 2,241 $ 62,741 |
7. Leases (Tables)
7. Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating lease right-to-use | 2020 2019 Capitalized present value of lease payments $ 91,774 $ 91,774 Less amortization (77,371 ) (32,363 ) Foreign currency adjustment (2,435 ) (1,275 ) Operating lease right of use asset, net $ 11,968 $ 58,136 |
Operating lease liabilities | December 31, 2020 2019 Current portion $ 11,968 $ 46,509 Long-term portion – 11,627 Total lease liability $ 11,968 $ 58,136 |
Schedule of lease maturities | 2021 $ 12,030 Less amount representing imputed interest (62 ) Present value of lease liabilities $ 11,968 |
8. Related Party Transactions (
8. Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | December 31, 2020 2019 Jason Drummond $ 334,868 $ 180,788 Julian Parge 82,226 88,577 Andrew Eggleston – 20,458 Total $ 417,094 $ 289,823 |
9. Stockholders' Equity (Tables
9. Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of warrant activity | Warrants Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Outstanding on December 31, 2019 – $ – – $ – Granted 90,000 2.50 4.89 – Exercised – – – – Outstanding on December 31, 2020 90,000 $ 2.50 4.89 $ – |
10. Income Taxes (Tables)
10. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income taxes | December 31, 2020 2019 Net operating loss carryforwards - Foreign $ 1,879,000 $ 143,000 Net operating loss carryforwards - U.S. 421,000 1,000 2,300,000 144,000 Valuation allowance (2,300,000 ) (144,000 ) Net deferred tax assets $ – $ – |
Schedule of effective income tax | Years Ended December 31, 2020 2019 U. S. federal statutory tax rate (21.0)% (21.0)% Difference between U.S. and U.K. tax rates 2.0 % 2.0 % Change in valuation allowance 19.0 % 19.0 % Effective tax rate 0.0 % 0.0 % |
1. Organization and Basis of _2
1. Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (7,211,817) | $ (636,033) | |
Cash used in operating activities | (924,917) | (431,166) | |
Accumulated deficit | (7,966,193) | (754,376) | |
Cash | 1,946,232 | 320,402 | $ 79,467 |
Proceeds from sale of stock | $ 2,628,000 | $ 302,500 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Cash) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash | $ 1,946,232 | $ 320,402 | $ 79,467 |
United States of America, Dollars | |||
Cash | $ 1,879,166 | $ 277,565 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details - Foreign Currency) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Translation rate at period end | 1.3652 | 1.3262 |
Translation rate - period average | 1.2825 | 1.2772 |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Options outstanding | 0 | 0 |
Estimated useful life of intellectual property | 3 years | |
Impairment of long-lived assets | $ 0 | $ 0 |
3. Property and Equipment (Deta
3. Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Computer and office equipment | $ 27,307 | $ 21,158 |
Less accumulated depreciation | (18,804) | (9,026) |
Computer and office equipment, net | $ 8,503 | $ 12,132 |
3. Property and Equipment (De_2
3. Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 8,943 | $ 6,590 |
4. Intellectual Property (Detai
4. Intellectual Property (Details - Property) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intellectual property, gross | $ 208,032 | $ 189,413 |
Less: accumulated amortization | (157,065) | (89,445) |
Intellectual property, net | 50,967 | 99,968 |
Software [Member] | ||
Intellectual property, gross | 194,977 | 189,413 |
Internet Domain Name [Member] | ||
Intellectual property, gross | $ 13,055 | $ 0 |
4. Intellectual Property (Det_2
4. Intellectual Property (Details - Amortization) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization 2021 | $ 50,967 | |
Total amortization | $ 50,967 | $ 99,968 |
4. Intellectual Property (Det_3
4. Intellectual Property (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intellectual property | $ 67,620 | $ 60,805 |
5. Notes Payable to Related P_3
5. Notes Payable to Related Parties (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes payable to related parties | $ 0 | $ 52,225 |
Epsilon Investments [Member] | ||
Notes payable to related parties | 0 | 11,191 |
Jason Drummond [Member] | ||
Notes payable to related parties | 0 | 2,607 |
Fairfax Capital [Member] | ||
Notes payable to related parties | $ 0 | $ 38,427 |
5. Notes Payable to Related P_4
5. Notes Payable to Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Mar. 23, 2020 | Apr. 30, 2020 | May 07, 2019 | May 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 29, 2019 | Oct. 22, 2018 | Aug. 06, 2018 | |
Repayment of related party debt | $ 35,508 | $ 0 | ||||||||
Epsilon Investments [Member] | ||||||||||
Note payable, face amount | $ 110,000 | $ 142,000 | ||||||||
Note payable balance | $ 248,450 | |||||||||
Accrued interest | 11,191 | 4,666 | ||||||||
Debt converted, amount converted | $ 19,651 | $ 227,279 | ||||||||
Debt converted, shares issued | 696,025 | 4,504,500 | ||||||||
Interest waived and credited to additional paid-in capital | $ 9,782 | |||||||||
Jason Drummond [Member] | ||||||||||
Note payable, face amount | $ 20,000 | $ 52,000 | ||||||||
Accrued interest | $ 2,607 | 1,257 | ||||||||
Debt converted, amount converted | $ 69,459 | |||||||||
Debt converted, shares issued | 1,376,375 | |||||||||
Interest waived and credited to additional paid-in capital | $ 2,279 | |||||||||
Other proceeds from related party | 12,867 | |||||||||
Directors fees | $ 6,341 | |||||||||
Fairfax Capital [Member] | ||||||||||
Note payable, face amount | $ 40,338 | |||||||||
Repayment of related party debt | $ 40,338 |
6. Note Payable to Bank (Detail
6. Note Payable to Bank (Details - Debt maturities) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Debt maturity 2021 | $ 2,241 |
Debt maturity 2022 | 10,137 |
Debt maturity 2023 | 10,137 |
Debt maturity 2024 | 10,137 |
Debt maturity 2025 | 10,137 |
Debt maturity thereafter | 22,193 |
Total payments | 64,982 |
Less current portion | 2,241 |
Debt maturity, noncurrent | $ 62,741 |
6. Note Payable to Bank (Deta_2
6. Note Payable to Bank (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | |
Jun. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Note payable to bank current | $ 2,241 | $ 0 | |
Bounce Back Loan [Member] | |||
Debt face amount | $ 60,600 | ||
Debt maturity term | 72 months | ||
Debt interest rate | 2.50% | ||
Interest expense | 851 | ||
Note payable to bank current | 2,241 | ||
Note payable to bank | $ 64,982 |
7. Leases (Details - Lease acti
7. Leases (Details - Lease activity) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 19, 2019 |
Leases [Abstract] | |||
Capitalized present value of lease payments | $ 91,774 | $ 91,774 | |
Less amortization | (77,371) | (32,363) | |
Foreign currency adjustment | (2,435) | (1,275) | |
Operating lease right of use asset, net | $ 11,968 | $ 58,136 | $ 91,774 |
7. Leases (Details - Lease liab
7. Leases (Details - Lease liabilities) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 19, 2019 |
Leases [Abstract] | |||
Current portion | $ 11,968 | $ 46,509 | |
Long-term portion | 0 | 11,627 | |
Total lease liability | $ 11,968 | $ 58,136 | $ 91,774 |
7. Leases (Details - Lease matu
7. Leases (Details - Lease maturities) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 19, 2019 |
Leases [Abstract] | |||
Lease maturity 2021 | $ 12,030 | ||
Less amount representing imputed interest | (62) | ||
Present value of lease liabilities | $ 11,968 | $ 58,136 | $ 91,774 |
7. Leases (Details Narrative)
7. Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 19, 2019 | |
Leases [Abstract] | |||
Operating lease right-to-use asset | $ 11,968 | $ 58,136 | $ 91,774 |
Operating lease liability | $ 11,968 | 58,136 | $ 91,774 |
Lease remaining term | 3 months | ||
Lease expense | $ 36,090 | 36,090 | |
Lease cost | $ 52,587 | $ 55,029 |
8. Related Party Transactions_2
8. Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related party costs and expenses | $ 417,094 | $ 289,823 |
Jason Drummond [Member] | ||
Related party costs and expenses | 334,868 | 180,788 |
Julian Parge [Member] | ||
Related party costs and expenses | 82,226 | 88,577 |
Andrew Eggleston [Member] | ||
Related party costs and expenses | $ 0 | $ 20,458 |
8. Related Party Transactions_3
8. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Repayment of related party debt | $ 35,508 | $ 0 |
Jason Drummond [Member] | ||
Repayment of related party debt | $ 12,606 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details - Warrants) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Warrants | |
Number of Warrants Outstanding, Beginning | 0 |
Number of Warrants Granted | 90,000 |
Number of Warrants Exercised | 0 |
Number of Warrants Outstanding, Ending | 90,000 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0 |
Weighted Average Exercise Price Granted | $ / shares | 2.50 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 2.50 |
Weighted average remaining contractual life, granted | 4 years 10 months 21 days |
Weighted average remaining contractual life, outstanding | 4 years 10 months 21 days |
Aggregate intrinsic value, outstanding | $ | $ 0 |
9. Stockholders' Equity (Deta_2
9. Stockholders' Equity (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Feb. 26, 2020 | Mar. 18, 2020 | May 07, 2019 | May 29, 2019 | Jun. 30, 2020 | Sep. 25, 2019 | Nov. 12, 2020 | Nov. 06, 2020 | Oct. 21, 2020 | Oct. 16, 2020 | Dec. 02, 2020 | Nov. 25, 2020 | Nov. 20, 2020 | Dec. 04, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties, value | $ 137,645 | |||||||||||||||
Common stock issued for cash, value | 265,221 | |||||||||||||||
Return of subscription proceeds | $ 60,000 | $ 0 | ||||||||||||||
Three Investors [Member] | ||||||||||||||||
Common stock issued for cash, shares | 24,200 | |||||||||||||||
Proceeds from sale of stock | $ 60,500 | |||||||||||||||
An Investor [Member] | ||||||||||||||||
Common stock issued for cash, shares | 5,000 | 400,000 | 600,000 | |||||||||||||
Proceeds from sale of stock | $ 12,500 | $ 1,000,000 | $ 1,500,000 | |||||||||||||
Payment of stock issuance fees | 90,000 | |||||||||||||||
Legal fees paid with issuance | $ 30,000 | |||||||||||||||
Two Investors [Member] | ||||||||||||||||
Common stock issued for cash, shares | 40,000 | |||||||||||||||
Proceeds from sale of stock | $ 100,000 | |||||||||||||||
Montrose Capital Partners [Member] | ||||||||||||||||
Stock issued for services, shares | 2,000,000 | |||||||||||||||
Stock issued for services, value | $ 5,000,000 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Stock issued for services, shares | 50,000 | |||||||||||||||
Stock issued for services, value | $ 125,000 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Stock issued for services, shares | 50,000 | |||||||||||||||
Stock issued for services, value | $ 125,000 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Stock issued for services, shares | 250,000 | |||||||||||||||
Stock issued for services, value | $ 625,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Common stock issued for cash, shares | 205,000 | 7,424,350 | 1,125,000 | |||||||||||||
Proceeds from sale of stock | $ 512,500 | $ 209,614 | $ 55,606 | |||||||||||||
Officers, Directors, Affiliates and Other Related Parties [Member] | ||||||||||||||||
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties, shares | 4,343,245 | |||||||||||||||
Common stock issued in payment of accrued costs and expenses to officers, directors, affiliates, and other related parties, value | $ 137,645 | |||||||||||||||
GameTech Transaction [Member] | ||||||||||||||||
Stock issued for acquisition, shares | 2,521,150 | 750,000 | ||||||||||||||
Stock issued for acquisition, value | $ 32,495 | $ 9,667 | ||||||||||||||
Subscription cancelled [Member] | ||||||||||||||||
Return of subscription proceeds | $ 60,000 | |||||||||||||||
Cancellation of stock | $ 24,000 | |||||||||||||||
Broker Compensation [Member] | ||||||||||||||||
Payment of stock issuance fees | $ 135,000 | |||||||||||||||
Warrants granted | 54,000 | |||||||||||||||
Debt converted [Member] | ||||||||||||||||
Debt converted, amount converted | $ 19,651 | $ 296,738 | ||||||||||||||
Debt converted, shares issued | 696,025 | 5,880,875 |
10. Income Taxes (Details - Def
10. Income Taxes (Details - Deferred Taxes) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards - Foreign | $ 1,879,000 | $ 143,000 |
Net operating loss carryforwards - U.S. | 421,000 | 1,000 |
Total NOL carryforwards | 2,300,000 | 144,000 |
Valuation allowance | (2,300,000) | (144,000) |
Net deferred tax assets | $ 0 | $ 0 |
10. Income Taxes (Details - Eff
10. Income Taxes (Details - Effective tax rate) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
Difference between U.S. and U.K. tax rates | 2.00% | 2.00% |
Change in valuation allowance | 19.00% | 19.00% |
Effective tax rate | 0.00% | 0.00% |
10. Income Taxes (Details Narra
10. Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
NOL expiration date | Dec. 31, 2039 |
United States [Member] | |
Net operating loss carryforward | $ 825,000 |
NOL subject to expiration | 825,000 |
United Kingdom [Member] | |
Net operating loss carryforward | 1,912,000 |
NOL not subject to expiration | $ 1,912,000 |
11. Commitments and Contingen_2
11. Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Julian Parge [Member] | Gaming UK [Member] | |
Contractual obligation | The Company has retained Julian Parge as a consultant to Gaming UK, at the request and under the sole discretion of Gaming UK, at the rate of $1,658 (equivalent to 1,250£) per week up to a maximum of $82,888 (equivalent to 62,500£) per annum. |