Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-249998 | |
Entity Registrant Name | Gaming Technologies, Inc. | |
Entity Central Index Key | 0001816906 | |
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 Common Stock, Shares Outstanding | 30,521,059 | |
Entity Incorporation State | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,542,559 | $ 1,946,232 |
Deposits and other current assets | 104,950 | 37,917 |
Total current assets | 4,647,509 | 1,984,149 |
Property and equipment, net | 6,240 | 8,503 |
Operating lease right of use asset, net | 0 | 11,968 |
Intellectual property, net | 201,034 | 50,967 |
Total assets | 4,854,783 | 2,055,587 |
Current liabilities: | ||
Accounts payable and accrued expenses | 374,433 | 368,784 |
Due to related parties | 86,427 | 14,918 |
Current portion of note payable, bank | 2,241 | 2,241 |
Current portion of operating lease liability | 0 | 11,968 |
Total current liabilities | 463,101 | 397,911 |
Note payable, bank | 62,741 | 62,741 |
Total liabilities | 525,842 | 460,652 |
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 - 30,521,059 shares and 28,367,525 shares at March 31, 2021 and December 31, 2020, respectively | 30,521 | 28,367 |
Additional paid-in capital | 14,677,355 | 9,551,507 |
Accumulated other comprehensive income | (31,919) | (18,746) |
Accumulated deficit | (10,347,016) | (7,966,193) |
Total stockholders' equity | 4,328,941 | 1,594,935 |
Total liabilities and stockholders' equity | $ 4,854,783 | $ 2,055,587 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 30,521,059 | 28,367,525 |
Common stock, shares outstanding | 30,521,059 | 28,367,525 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 2,089 | $ 0 |
Cost of revenues | 182,263 | 0 |
Software development, including amortization of intellectual property of $18,403 and $15,239 in 2021 and 2020, respectively | 18,403 | 20,105 |
Officers, directors, affiliates, and other related parties | 291,855 | 85,509 |
Other (including stock compensation costs of $1,446,502 in 2021) | 1,890,390 | 127,130 |
Total Costs and expenses | 2,382,911 | 232,744 |
Loss from operations | (2,380,822) | (232,744) |
Other income (expense): | ||
Interest expense | 0 | (912) |
Foreign currency gain | 0 | (17,848) |
Total other expense, net | 0 | (18,760) |
Net loss | (2,380,822) | (251,504) |
Foreign currency translation adjustment | (13,173) | 0 |
Comprehensive loss | $ (2,393,995) | $ (251,504) |
Net loss per common share - basic and diluted | $ (0.08) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 29,522,424 | 24,680,765 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations And Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Amortization of intellectual property | $ 18,403 | $ 15,239 |
Stock compensation costs | $ 1,446,502 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2019 | 24,614,325 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 24,614 | $ 1,040,199 | $ 2,766 | $ (754,376) | $ 313,203 |
Common stock issued in connection with private placement, net, shares | 84,000 | ||||
Common stock issued in connection with private placement, net, value | $ 84 | 209,916 | 210,000 | ||
Acquisition of Game Tech | 12,061 | 12,061 | |||
Foreign currency translation adjustment | 7,463 | 7,463 | |||
Net loss | (251,504) | (251,504) | |||
Ending balance, shares at Mar. 31, 2020 | 24,698,325 | ||||
Ending balance, value at Mar. 31, 2020 | $ 24,698 | 1,262,176 | (10,229) | (1,005,880) | 291,223 |
Beginning balance, shares at Dec. 31, 2020 | 28,367,525 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 28,367 | 9,551,507 | (18,746) | (7,966,193) | 1,594,935 |
Common stock issued in connection with private placement, net, shares | 1,616,600 | ||||
Common stock issued in connection with private placement, net, value | $ 1,617 | 3,679,883 | 3,681,500 | ||
Common stock issued as compensation, shares | 536,934 | ||||
Common stock issued as compensation, value | $ 537 | 1,445,965 | 1,446,502 | ||
Foreign currency translation adjustment | (13,173) | (13,173) | |||
Net loss | (2,380,823) | (2,380,822) | |||
Ending balance, shares at Mar. 31, 2021 | 30,521,059 | ||||
Ending balance, value at Mar. 31, 2021 | $ 30,521 | $ 14,677,355 | $ (31,919) | $ (10,347,016) | $ 4,328,941 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,380,822) | $ (251,504) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,663 | 1,953 |
Amortization of intellectual property | 18,403 | 15,239 |
Amortization of accrued lending fee | 0 | 912 |
Amortization of operating lease right of use asset | 12,086 | 11,046 |
Stock compensation | 1,446,502 | 0 |
Foreign currency gain / (loss) | 0 | 17,849 |
Changes in operating assets and liabilities: | ||
Due from related parties | 0 | (126,972) |
Deposits and other current assets | (66,576) | (22,860) |
Accounts payable and accrued expenses | 1,990 | 40,838 |
Due to related parties | 71,264 | 2,925 |
Operating lease liability | (12,086) | (11,046) |
Net cash used in operating activities | (906,577) | (321,620) |
Cash flows from investing activities: | ||
Purchase of intellectual property | (166,680) | 0 |
Purchase of property and equipment | 0 | (5,266) |
Net cash used in investing activities | (166,680) | (5,266) |
Cash flows from financing activities: | ||
Proceeds from private placement of common stock | 3,681,500 | 210,000 |
Repayment of cancelled common stock subscription | 0 | (60,000) |
Net cash provided by financing activities | 3,681,500 | 150,000 |
Effect of exchange rate on cash | (11,916) | (4,559) |
Net increase / (decrease) | 2,596,327 | (181,445) |
Balance at beginning of year | 1,946,232 | 320,402 |
Balance at end of year | 4,542,559 | 138,957 |
Supplemental disclosures of cash flow information: | ||
Cash paid for - Interest | 0 | 0 |
Cash paid for - Income taxes | $ 0 | $ 0 |
1. Organization and Basis of Pr
1. Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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. 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 On May 19, 2021, we entered into a non-exclusive license agreement with Playboy Enterprises International, Inc. (“Playboy”) to use certain trademarks (including the rabbit head logo) and other intellectual property of Playboy on and in connection with the design, creation, promotion, marketing, advertisement, sales, operation, maintenance and distribution in India of real-money game mobile apps, such as rummy, poker, fantasy sports and other games of skill approved by Playboy. We will pay Playboy as a royalty a percentage of net gaming revenue. The term of the agreement is through the end of 2025, subject to early termination upon certain events of default, which include our failure to launch a Playboy-branded game in India by November 1, 2021, or to meet certain annual minimum net gaming revenue targets. Going Concern The Company's condensed 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 condensed 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 three months ended March 31, 2021, the Company incurred a net loss of $2,380,823, utilized cash in operating activities of $906,577, and had an accumulated deficit of $10,347,016 as of March 31, 2021. The Company has financed its working capital requirements since inception through the sale of its equity securities and from borrowings. At March 31, 2021, the Company had cash of $4,542,559, reflecting cash of $3,681,500 from the sale of common stock in the first quarter of 2021. 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 condensed consolidated financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's condensed 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 condensed 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 effect 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Combination The accompanying condensed 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 March 31, 2021 and December 31, 2020, the Company's cash balances by currency consisted of the following: March 31, 2021 December 31, 2020 GBP £ 13,374 £ 49,127 USD $ 4,524,239 1,879,166 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 March 31, 2021 or December 31, 2020. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation The Company operates an online betting platform allowing users to place wagers on casino games. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Gross gaming revenue is split with our partners, whose share of gross gaming revenue is recorded as a reduction to net gaming revenue. Cost of Revenue Cost of revenue consists primarily of variable costs related to our contract with Big Bola. These include mainly (i) payment processing fees and chargebacks, (ii) product taxes, (iii) technology costs, (iv) revenue share / market access arrangements, and (v) feed / provider services. The Company incurs payment processing fees on user deposits, withdrawals and deposit reversals from payment processors (“chargebacks”). Chargebacks have not been material to date. Cost of revenue also includes expenses related to the distribution of our services, amortization of intangible assets and compensation of revenue associated personnel. 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 condensed consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. As of March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021 and 2020 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 March 31, 2021 and December 31, 2020, the Company excluded warrants to acquire 234,000 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. The Company has adopted ASU 2017-11, Earnings per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. 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. Foreign Currency The accompanying condensed 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 three months ended March 31, 2021 and the year ended December 31, 2020. 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 Three months ended March 31, 2021 Year ended December 31, 2020 Period-end GBP to USD1.00 exchange rate 1.3802 1.3652 Period-average GBP to USD1.00 exchange rate 1.3859 1.2825 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. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or 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 | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of March 31, 2021 and December 31, 2020 is summarized as follows: March 31, 2021 December 31, 2020 Computer and office equipment $ 27,307 $ 27,307 Less accumulated depreciation (21,067 ) (18,804 ) Computer and office equipment, net $ 6,240 $ 8,503 All of the Company's property and equipment is located in the United Kingdom. Depreciation expense for the three months ended March 31, 2021 and 2020 was $2,663 and $1,953, respectively. Depreciation expense is included in general and administrative costs in the Company's condensed consolidated statement of operations. |
4. Intellectual Property
4. Intellectual Property | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | 4. Intellectual Property Intellectual property as of March 31, 2021 and December 31, 2020 is summarized as follows: March 31, 2021 December 31, 2020 Software $ 194,978 $ 194,978 Internet domain name 181,525 13,055 Total intellectual property 376,503 208,033 Less accumulated amortization (175,469 ) (157,066 ) Intellectual property, net $ 201,034 $ 50,967 Amortization expense for the three months ended March 31, 2021 and 2020 was $18,403 and $15,239, respectively. Amortization expense is included in software development costs in the Company's condensed consolidated statement of operations. |
5. Note Payable to Bank
5. Note Payable to Bank | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable to Bank | 5. 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 |
6. Related Party Transactions
6. Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions During the three months ended March 31, 2021 and 2020, the Company paid base salary, and a bonus of £75,000, totaling $291,855 and $85,509 to Jason Drummond, the Company’s sole director and executive officer. As of March 31, 2021 and December 31, 2020, $86,427 and $14,918 was due to officers. The advances were unsecured, non-interest bearing with no formal terms of repayment. |
7. Stockholders' Equity
7. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 7. 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 March 31, 2021 and December 31, 2020. 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 March 31, 2021 and December 31, 2020, the Company had 30,521,059 and 28,367,525 shares of common stock issued and outstanding, respectively. Private Placement of Common Stock On February 3, 2021, Gaming Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain accredited investors (“Purchase Agreement”), pursuant to which the Company sold an aggregate of 1,606,600 shares of its Common Stock for gross proceeds of $4,016,500 in a private placement. The Company paid a finder’s fee to registered brokers in the amount of $360,000 in connection with these transactions resulting in net proceeds to the Company of $3,656,500. In connection with the Purchase Agreement, the Company issued to certain registered brokers warrants to purchase an aggregate of 144,000 shares of common at an exercise price of $2.50 per share, with an expiration date 5 years from the date of issuance, pursuant to the terms of certain finder’s fee agreements previously entered into by the Company and such brokers. Under the terms of the Purchase Agreement, each investor was granted customary piggyback registration rights in the event the Company proposes to register the offer and sale of any shares of its common stock, subject to the limitations set forth in the Purchase Agreement, such as a registration statement solely relating to an offering or sale to employees or directors of the Company pursuant to employee stock plan or in connection with any dividend or distribution. The Purchase Agreement also provides the investors the option and right to participate in future capital raising transactions at the same purchase price and on the same terms and conditions as other investors participating in such transactions, for an aggregate purchase price of up to $6,000,000. If, at any time during the twelve months following sale of the Shares, the Company issues or sells shares of common stock or common stock equivalents, except for certain exempt issuances as described in the Purchase Agreement, at a price below $2.50 per share, then immediately upon such issuance or sale, the Company will deliver to the investors that number of restricted shares of common stock equal to the difference between the number of Shares purchased by the investor pursuant to this Purchase Agreement and the number of shares of common stock the investor would have received for the investor’s subscription amount at the dilutive issuance price. In March 2021, the Company sold 10,000 shares of its Common Stock for gross proceeds of $25,000 in a private placement. Consulting Agreements 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 which was valued at $125,000 and recorded during the year ended December 31, 2020. In addition, 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. The grant date fair value of these shares will be recorded during the service period. During the period ended March 31, 2021, the Company amortized $104,167 representing the pro rata portion of the grant date fair value of the next 50,000 shares to be issued. 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 333,334 shares of the Company’s common stock valued at $833,335 on the date of issuance. In March 2021, the Company issued 3,600 shares of its common stock to a consultant in exchange for consulting services. The fair market value of the services was $9,000. Warrants A summary of warrant activity for the three months ended March 31, 2021 and the year ended December 31, 2020 is presented below: Warrants Weighted Weighted Aggregate Outstanding on December 31, 2020 90,000 $ 2.50 4.89 $ – Granted 144,000 2.50 4.83 – Exercised – – – – Outstanding on March 31, 2021 234,000 $ 2.50 4.64 $ – |
8. Commitments and Contingencie
8. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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 March 31, 2021 and December 31, 2020, the Company was not subject to any threatened or pending legal actions or claims. 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. |
9. Subsequent Events
9. Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Canelo 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. Playboy License Agreement On May 19, 2021, we entered into a non-exclusive license agreement with Playboy Enterprises International, Inc. (“Playboy”) to use certain trademarks (including the rabbit head logo) and other intellectual property of Playboy on and in connection with the design, creation, promotion, marketing, advertisement, sales, operation, maintenance and distribution in India of real-money game mobile apps, such as rummy, poker, fantasy sports and other games of skill approved by Playboy. We will pay Playboy as a royalty a percentage of net gaming revenue. The term of the agreement is through the end of 2025, subject to early termination upon certain events of default, which include our failure to launch a Playboy-branded game in India by November 1, 2021, or to meet certain annual minimum net gaming revenue targets. Equity Incentive Plan On April 29, 2021, the Company adopted, and on May 21, 2021 a majority of its stockholders approved, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which awards covering up to 3,000,000 shares of our common stock (subject to increase as provided therein) will be available for issuance. The purpose of the 2021 Plan is to (a) enable the Company and its affiliates to attract and retain the types of employees, directors and consultants who will contribute to the Company’s long-range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders of the Company; and (c) promote the success of the Company’s business, thus enhancing the value of the Company for the benefit of its stockholders. Subject to adjustment in the case of stock splits and certain other circumstances in accordance with the terms of the 2021 Plan, the Company will reserve for issuance under the 2021 Plan no more than (a) 3,000,000 shares of common stock (b) plus on January 1, 2022, and on each January 1 thereafter, a number of shares of common stock equal to 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the board of directors no later than the immediately preceding December 31. Shares of Common Stock available for distribution under the 2021 Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Shares of Common Stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the award related, as well as any shares of common stock subject to an award that are (a) tendered in payment of an option, (b) delivered or withheld by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award, shall be added back to the shares of common stock available for issuance of awards or delivery under the 2021 Plan. Awards that may be granted under the 2021 plan include: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, (e) performance share awards, (f) cash awards, and (g) other equity-based awards. Incentive stock options may be granted only to employees. Awards other than incentive stock options may be granted to employees, consultants and directors and those individuals whom the Committee or the Board determines are reasonably expected to become employees, consultants and directors following the grant date. Our principal executive officer, principal financial officer and other named executive officers are eligible to participate in and receive awards under the 2021 Plan. The 2021 Plan has a term of ten years. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Combination | Principles of Combination The accompanying condensed 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 March 31, 2021 and December 31, 2020, the Company's cash balances by currency consisted of the following: March 31, 2021 December 31, 2020 GBP £ 13,374 £ 49,127 USD $ 4,524,239 1,879,166 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 March 31, 2021 or December 31, 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation The Company operates an online betting platform allowing users to place wagers on casino games. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Gross gaming revenue is split with our partners, whose share of gross gaming revenue is recorded as a reduction to net gaming revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of variable costs. These include mainly (i) payment processing fees and chargebacks, (ii) product taxes, (iii) technology costs, (iv) revenue share / market access arrangements, and (v) feed / provider services. The Company incurs payment processing fees on user deposits, withdrawals and deposit reversals from payment processors (“chargebacks”). Chargebacks have not been material to date. Cost of revenue also includes expenses related to the distribution of our services, amortization of intangible assets and compensation of revenue associated personnel. |
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 condensed consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. As of March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021 and 2020 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. At March 31, 2021 and 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. The Company has adopted ASU 2017-11, Earnings per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. |
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. |
Foreign Currency | Foreign Currency The accompanying condensed 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 three months ended March 31, 2021 and the year ended December 31, 2020. 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 Three months ended March 31, 2021 Year ended December 31, 2020 Period-end GBP to USD1.00 exchange rate 1.3802 1.3652 Period-average GBP to USD1.00 exchange rate 1.3859 1.2825 |
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. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash | As of March 31, 2021 and December 31, 2020, the Company's cash balances by currency consisted of the following: March 31, 2021 December 31, 2020 GBP £ 13,374 £ 49,127 USD $ 4,524,239 1,879,166 |
Foreign currency exchange rates table | 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 Three months ended March 31, 2021 Year ended December 31, 2020 Period-end GBP to USD1.00 exchange rate 1.3802 1.3652 Period-average GBP to USD1.00 exchange rate 1.3859 1.2825 |
3. Property and Equipment (Tabl
3. Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment as of March 31, 2021 and December 31, 2020 is summarized as follows: March 31, 2021 December 31, 2020 Computer and office equipment $ 27,307 $ 27,307 Less accumulated depreciation (21,067 ) (18,804 ) Computer and office equipment, net $ 6,240 $ 8,503 |
4. Intellectual Property (Table
4. Intellectual Property (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intellectual property | Intellectual property as of March 31, 2021 and December 31, 2020 is summarized as follows: March 31, 2021 December 31, 2020 Software $ 194,978 $ 194,978 Internet domain name 181,525 13,055 Total intellectual property 376,503 208,033 Less accumulated amortization (175,469 ) (157,066 ) Intellectual property, net $ 201,034 $ 50,967 |
5. Note Payable to Bank (Tables
5. Note Payable to Bank (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt maturities | 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. Stockholders' Equity (Tables
7. Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrant activity | A summary of warrant activity for the three months ended March 31, 2021 and the year ended December 31, 2020 is presented below: Warrants Weighted Weighted Aggregate Outstanding on December 31, 2020 90,000 $ 2.50 4.89 $ – Granted 144,000 2.50 4.83 – Exercised – – – – Outstanding on March 31, 2021 234,000 $ 2.50 4.64 $ – |
1. Organization and Basis of _2
1. Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (2,380,822) | $ (251,504) | ||
Cash used in operating activities | (906,577) | (321,620) | ||
Accumulated deficit | (10,347,016) | $ (7,966,193) | ||
Cash | 4,542,559 | 138,957 | $ 1,946,232 | $ 320,402 |
Proceeds from sale of stock | $ 3,681,500 | $ 210,000 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Cash) | Mar. 31, 2021GBP (£) | Mar. 31, 2021USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Cash | $ 4,542,559 | $ 1,946,232 | $ 138,957 | $ 320,402 | ||
United Kingdom, Pounds | ||||||
Cash | £ | £ 13,374 | £ 49,127 | ||||
United States of America, Dollars | ||||||
Cash | $ 4,524,239 | $ 1,879,166 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details - Foreign Currency) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Translation rate at period end | 1.3802 | 1.3652 |
Translation rate - period average | 1.3859 | 1.2825 |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies (Details Narrative) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Options outstanding | 0 | 0 |
3. Property and Equipment (Deta
3. Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Computer and office equipment | $ 27,307 | $ 27,307 |
Less accumulated depreciation | (21,067) | (18,804) |
Computer and office equipment, net | $ 6,240 | $ 8,503 |
3. Property and Equipment (De_2
3. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2,263 | $ 1,952 |
4. Intellectual Property (Detai
4. Intellectual Property (Details - Property) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Intellectual property, gross | $ 376,503 | $ 208,033 |
Less: accumulated amortization | (175,469) | (157,066) |
Intellectual property, net | 201,034 | 50,967 |
Software [Member] | ||
Intellectual property, gross | 194,978 | 194,978 |
Internet Domain Name [Member] | ||
Intellectual property, gross | $ 181,525 | $ 13,055 |
4. Intellectual Property (Det_2
4. Intellectual Property (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intellectual property | $ 18,403 | $ 15,239 |
5. Note Payable to Bank (Detail
5. Note Payable to Bank (Details - Debt maturities) | Mar. 31, 2021USD ($) |
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 |
5. Note Payable to Bank (Deta_2
5. Note Payable to Bank (Details Narrative) | 3 Months Ended | 5 Months Ended | ||
Mar. 31, 2021USD ($) | Jun. 09, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 09, 2020GBP (£) | |
Note payable to bank current | $ 2,241 | $ 2,241 | ||
Bounce Back Loan [Member] | ||||
Debt face amount | $ 60,600 | |||
Debt maturity term | 72 months | |||
Debt interest rate | 2.50% | 2.50% | ||
Interest expense | 212 | |||
Note payable to bank current | 2,241 | |||
Note payable to bank | $ 64,982 | |||
Bounce Back Loan [Member] | United Kingdom, Pounds | ||||
Debt face amount | £ | £ 47,600 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Due to related parties | $ 86,427 | $ 14,918 | |
Jason Drummond [Member] | |||
Related party costs and expenses | 291,855 | $ 85,509 | |
Due to related parties | $ 39,158 | $ 14,918 |
7. Stockholders' Equity (Detail
7. Stockholders' Equity (Details - Warrants) - Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Warrants | ||
Number of Warrants Outstanding, Beginning | 90,000 | |
Number of Warrants Granted | 144,000 | |
Number of Warrants Exercised | 0 | |
Number of Warrants Outstanding, Ending | 234,000 | 90,000 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Outstanding, Beginning | $ 2.50 | |
Weighted Average Exercise Price Granted | 2.50 | |
Weighted Average Exercise Price Outstanding, Ending | $ 2.50 | $ 2.50 |
Weighted average remaining contractual life, granted | 4 years 9 months 29 days | |
Weighted average remaining contractual life, outstanding | 4 years 7 months 21 days | 4 years 10 months 21 days |
Aggregate intrinsic value, outstanding | $ 0 |
7. Stockholders' Equity (Deta_2
7. Stockholders' Equity (Details Narrative) - USD ($) | Feb. 03, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Nov. 06, 2020 |
Private Placement [Member] | |||||
Number of stock sold | 10,000 | ||||
Proceeds from sale of stock | $ 25,000 | ||||
Consultant [Member] | |||||
Stock issued for services, shares | 50,000 | ||||
Stock issued for services, value | $ 125,000 | ||||
Accredited investors | Securities Purchase Agreement | Private Placement [Member] | |||||
Number of stock sold | 1,606,600 | ||||
Proceeds from sale of stock | $ 4,016,500 | ||||
Legal fees paid with issuance | $ 360,000 | ||||
Warrants granted | 144,000 | ||||
Payment of stock issuance fees | $ 3,656,500 | ||||
Exercise price | $ 2.50 | ||||
Term | 5 years | ||||
Consultant 2 [Member] | |||||
Stock issued for services, shares | 200,000 | ||||
Stock issued for services, value | $ 500,000 | ||||
Consultant 3 [Member] | |||||
Stock issued for services, shares | 3,600 | ||||
Stock issued for services, value | $ 9,000 | ||||
Consultant 4 [Member] | |||||
Term | 1 year | ||||
Shares issued advertising campaign, shares | 333,334 | ||||
Shares issued advertising campaign, value | $ 833,000 | ||||
Initial non-refundable deposit | $ 20,000 |