Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-249998 | |
Entity Registrant Name | Gaming Technologies, Inc. | |
Entity Central Index Key | 0001816906 | |
Entity Tax Identification Number | 35-2675083 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Two Summerlin | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Country | US | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 833 | |
Local Phone Number | 388-GMGT (-4648) | |
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 | 31,351,953 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 0 | $ 406,526 |
Tax refund | 281,600 | 0 |
Deposits and other current assets | 37,299 | 109,791 |
Total current assets | 318,899 | 516,317 |
Property and equipment, net | 15,128 | 7,393 |
Intellectual property, net | 175,133 | 179,709 |
Total assets | 509,160 | 703,419 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,484,066 | 1,575,394 |
Due to related parties | 17,495 | 13,252 |
Notes payable, net | 359,800 | 0 |
Secured convertible note payable, net | 1,737,976 | 1,028,586 |
Current portion of note payable, bank | 12,850 | 12,850 |
Total current liabilities | 4,612,187 | 2,630,082 |
Note payable, bank | 34,569 | 46,059 |
Total liabilities | 4,646,756 | 2,676,141 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
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 - 31,351,953 shares at June 30, 2022 and December 31, 2021, respectively | 31,353 | 31,353 |
Additional paid-in capital | 19,039,227 | 18,914,227 |
Accumulated other comprehensive income | (50,762) | (56,004) |
Accumulated deficit | (23,157,414) | (20,862,298) |
Total stockholders' deficit | (4,137,596) | (1,972,722) |
Total liabilities and stockholders' deficit | $ 509,160 | $ 703,419 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 31,351,953 | 31,351,953 |
Common stock, shares outstanding | 31,351,953 | 31,351,953 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 23,411 | $ 23,321 | $ 67,427 | $ 25,410 |
Costs and Expenses: | ||||
Cost of revenues | 92,447 | 91,318 | 142,437 | 273,581 |
Software development, including amortization of intellectual property of $0 and $15,150 in the three months ended June 30, 2022 and 2021, respectively and $3,614 and $35,071 in the six months ended June 30, 2022 and 2021, respectively | (281,600) | 114,460 | (267,127) | 132,863 |
General and administrative: | ||||
Officers, directors, affiliates, and other related parties | 141,007 | 155,727 | 305,770 | 447,582 |
Advertising and marketing | 0 | 3,317,162 | 0 | 3,524,643 |
Other (including stock compensation costs of $125,000 and $1,467,335 in 2022 and 2021, respectively) | 480,383 | 571,443 | 1,291,067 | 2,254,353 |
Total Costs and expenses | 432,237 | 4,250,110 | 1,472,147 | 6,633,022 |
Loss from operations | (408,826) | (4,226,789) | (1,404,720) | (6,607,612) |
Other income (expense): | ||||
Interest expense | (446,910) | 0 | (889,506) | 0 |
Foreign currency loss | (247) | 0 | (890) | 0 |
Total other expense, net | (447,157) | 0 | (890,396) | 0 |
Net loss | (855,983) | (4,226,789) | (2,295,116) | (6,607,612) |
Foreign currency translation adjustment | (6,418) | (8,491) | 0 | (21,664) |
Comprehensive loss | $ (862,401) | $ (4,235,280) | $ (2,295,116) | $ (6,629,276) |
Weighted average common shares outstanding - basic and diluted | 31,351,953 | 30,521,059 | 31,351,953 | 30,033,705 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Amortization of intellectual property | $ 0 | $ 15,150 | $ 3,614 | $ 35,071 |
Stock compensation costs | $ 125,000 | $ 1,467,335 | ||
Earnings Per Share Basic | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.22) |
Earnings Per Share Diluted | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.22) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIENCY) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 28,367 | $ 9,551,507 | $ (18,746) | $ (7,966,193) | $ 1,594,935 |
Beginning balance, shares at Dec. 31, 2020 | 28,367,525 | ||||
Common stock issued in connection with private placement, net | $ 1,617 | 3,679,883 | 3,681,500 | ||
Common stock issued in connection with private placement, net, shares | 1,616,600 | ||||
Common stock issued as compensation | $ 537 | 1,466,798 | 1,467,335 | ||
Common stock issued as compensation, shares | 536,934 | ||||
Foreign currency translation adjustment | (21,664) | (21,664) | |||
Net loss | (6,607,612) | (6,607,612) | |||
Ending balance, value at Jun. 30, 2021 | $ 30,521 | 14,698,188 | (40,410) | (14,573,805) | 114,494 |
Ending balance, shares at Jun. 30, 2021 | 30,521,059 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 30,521 | 14,677,355 | (31,919) | (10,347,016) | 4,328,941 |
Beginning balance, shares at Mar. 31, 2021 | 30,521,059 | ||||
Common stock issued in connection with private placement, net | |||||
Common stock issued as compensation | 20,833 | 20,833 | |||
Foreign currency translation adjustment | (8,491) | (8,491) | |||
Net loss | (4,226,789) | (4,226,789) | |||
Ending balance, value at Jun. 30, 2021 | $ 30,521 | 14,698,188 | (40,410) | (14,573,805) | 114,494 |
Ending balance, shares at Jun. 30, 2021 | 30,521,059 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 31,353 | 18,914,227 | (56,004) | (20,862,298) | (1,972,722) |
Beginning balance, shares at Dec. 31, 2021 | 31,351,953 | ||||
Common stock issued as compensation | 125,000 | 125,000 | |||
Foreign currency translation adjustment | 5,242 | 5,242 | |||
Net loss | (2,295,116) | (2,295,116) | |||
Ending balance, value at Jun. 30, 2022 | $ 31,353 | 19,039,227 | (50,762) | (23,157,414) | (4,137,596) |
Ending balance, shares at Jun. 30, 2022 | 31,351,953 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 31,353 | 18,976,727 | (49,586) | (22,301,431) | (3,342,937) |
Beginning balance, shares at Mar. 31, 2022 | 31,351,953 | ||||
Common stock issued as compensation | 62,500 | 62,500 | |||
Foreign currency translation adjustment | (1,176) | (1,176) | |||
Net loss | (855,983) | (855,983) | |||
Ending balance, value at Jun. 30, 2022 | $ 31,353 | $ 19,039,227 | $ (50,762) | $ (23,157,414) | $ (4,137,596) |
Ending balance, shares at Jun. 30, 2022 | 31,351,953 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,295,116) | $ (6,607,612) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,056 | 5,146 |
Amortization of intellectual property | 4,576 | 35,342 |
Amortization of discount and accrued interest | 460,032 | 0 |
Amortization of operating lease right of use asset | 0 | 11,968 |
Accretion of premium on convertible note payable | 259,158 | 0 |
Stock compensation | 125,000 | 1,467,335 |
Increase (decrease) in - | ||
Deposits and other current assets | (209,108) | (124,922) |
Accounts payable and accrued expenses | 908,672 | 107,272 |
Due to related parties | 4,243 | (2,330) |
Operating lease liability | 0 | (11,968) |
Net cash used in operating activities | (741,487) | (5,119,769) |
Cash flows from investing activities: | ||
Purchase of intellectual property | 0 | (174,616) |
Purchase of property and equipment | (10,657) | (4,964) |
Net cash used in investing activities | (10,657) | (179,580) |
Cash flows from financing activities: | ||
Proceeds from notes payable, net | 350,000 | 0 |
Proceeds from private placement of common stock | 0 | 3,681,500 |
Repayment of note payable – bank | (6,148) | 0 |
Net cash provided by financing activities | 343,852 | 3,681,500 |
Effect of exchange rate on cash | 1,766 | (21,664) |
Cash: | ||
Net decrease | (406,526) | (1,639,513) |
Balance at beginning of year | 406,526 | 1,946,232 |
Balance at end of year | 0 | 306,719 |
Supplemental disclosures of cash flow information: | ||
Interest | 522 | 0 |
Income taxes | $ 0 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
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. On March 18, 2021, the Company incorporated Vale Gaming, Inc. in the State of Delaware, a wholly owned subsidiary, that has had no operations. Gaming US maintains its principal executive offices in Las Vegas, Nevada, United States. Gaming UK maintains its principal executive offices in London, England. The Company's activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company 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 14 operators legally authorized to offer legal betting and online casino services in Mexico. vale.mx has more than 500 online premium casino games available, which can be enjoyed both on mobile or via desktop. Players can receive promotions and play live roulette and blackjack, or high-definition slots from leading software providers such as NetEnt, Microgaming, Pragmatic Play, Evolution and Matrix Studios. We are responsible for player acquisition, promotion and retention for vale.mx. We manage players’ accounts and are required to ensure that the balance in players’ accounts at all times satisfies the requirements under applicable law, and we pay out winnings to players from Big Bola’s account. While Big Bola bears liability to the players as provided by the permit, as between us and Big Bola we bear the costs of this obligation. Each party indemnifies the other against certain liabilities and claims. Under the terms of the agreement, we share 60% of gross gaming revenue generated from the platform, subject to certain minimum guaranteed monthly amounts of Big Bola’s participation in the remaining gross gaming revenues. This venture began operations in February 2021. In June 2022, the Company and Big Bola entered into a Side Letter Agreement (“SLA”) whereby Big Bola agreed to convert $ 134,669 120,000 40,000 40,000 40,000 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. The Playboy-branded game, https://www.playboyrummy.com/, was launched on November 1, 2021. On August 1, 2022, the non-exclusive license was terminated. The Company does not owe any royalties to Playboy as of June 30, 2022 or on the date of termination. 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 limited operating revenues to date, and has experienced recurring net losses from operations and negative operating cash flows. During the six months ended June 30, 2022, the Company incurred a net loss of $ 2,295,116 741,487 4,137,596 At June 30, 2022, the Company had cash of $ 0 350,000 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 consolidated financial statements for the year ended December 31, 2021, 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 2022 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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, its wholly-owned subsidiary, Vale Gaming, Inc., 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 June 30, 2022 and December 31, 2021, the Company's cash balances by currency consisted of the following: Schedule of cash June 30, 2022 December 31, 2021 GBP £ – £ 90,467 USD $ – $ 284,410 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 such agreements at June 30, 2022 or December 31, 2021. Tax Credits and Receivables The Company is registered for provincial goods and services taxes in the United Kingdom. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in the United Kingdom. In addition, the Company may be entitled to a receivable in the form of tax credit or incentive on certain research and development activities. The Company records tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the period ended June 30, 2022, the Company recorded a receivable of $ 281,600 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 June 30, 2022 and December 31, 2021, the Company did no 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 June 30, 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 June 30, 2022 and December 31, 2021, the Company excluded warrants to acquire 1,540,141 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 six months ended June 30, 2022 and the year ended December 31, 2021. The resulting translation adjustments of the balance sheet amounts are recorded as a component of shareholders' equity (deficiency). Gains and losses from translation of revenues and expenses 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: 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: Foreign currency exchange rates table As of and for the Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Period-end GBP to USD1.00 exchange rate 1.2162 1.3801 Period-average GBP to USD1.00 exchange rate 1.2556 1.3885 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. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of June 30, 2022 and December 31, 2021 is summarized as follows: Schedule of property and equipment June 30, 2022 December 31, 2021 Computer and office equipment $ 43,269 $ 36,194 Less accumulated depreciation (28,141 ) (28,801 ) Computer and office equipment, net $ 15,128 $ 7,393 All of the Company's property and equipment is located in the United Kingdom. Depreciation expense for the six months ended June 30, 2022 and 2021 was $ 1,056 5,146 |
Intellectual Property
Intellectual Property | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | 4. Intellectual Property Intellectual property as of June 30, 2022 and December 31, 2021 is summarized as follows: Schedule of intellectual property June 30, 2022 December 31, 2021 Finite lived assets - software $ 213,181 $ 213,181 Less accumulated amortization (202,463 ) (197,887 ) 10,718 15,294 Indefinite lived assets - internet domain names 164,415 164,415 Intellectual property, net $ 175,133 $ 179,709 Amortization expense for the six months ended June 30, 2022 and 2021 was $ 4,576 35,342 |
Note Payable to Bank
Note Payable to Bank | 6 Months Ended |
Jun. 30, 2022 | |
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 47,600 72 2.5 th 522 731 731 47,419 12,850 Maturities of long-term debt for each of the next five years and thereafter are as follows: Schedule of debt maturities Twelve month periods ending June 30, Amount 2023 $ 12,850 2024 12,850 2025 12,850 2026 8,869 Total payments 47,419 Less current portion 12,850 Debt maturity, noncurrent $ 34,569 |
Secured Convertible Note Payabl
Secured Convertible Note Payable | 6 Months Ended |
Jun. 30, 2022 | |
Secured Convertible Note Payable | |
Secured Convertible Note Payable | 6. Secured Convertible Note Payable Convertible Debt June 30 December 31, 2022 2021 Secured Convertible Note payable, including accreted amount $ 2,083,334 $ 1,824,176 Valuation discount (345,358 ) (795,590 ) Secured convertible Note, net $ 1,737,976 $ 1,028,586 On November 18, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of the Company’s secured convertible note (the Secured Notes) and warrants. Pursuant to the terms of the purchase agreement, on November 18, 2021, the Company received aggregate gross proceeds of $ 1,500,000 10 1,666,667 727,273 The Note bears interest at a rate of 10% per year, payable monthly commencing after the third month, and mature 12 months from issuance 2.75 2.75 Upon an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% of principal and interest through maturity shall be due and payable. At the holder’s option the holder shall be entitled to be paid in cash or common stock with the conversion price of the common stock equal to a 30% discount to the average of the three lowest closing prices of the common stock for the 10 prior trading days. In connection with the Company’s obligations under the Secured Notes, the Company and its subsidiary Gaming Technology Limited (the “Subsidiary”) each entered into a security agreement with the holder, pursuant to which the Company and the Subsidiary granted a security interest on all assets of the Company and the Subsidiary, including the stock of the Subsidiary, for the benefit of the holders, to secure, and the Subsidiary guaranteed, the Company’s obligations under the Note, the Warrant and the other transaction documents. In addition, the holder was granted customary piggyback registration rights for the shares of common stock issuable upon conversion of the Note and exercise of the Warrant and rights of participation. At any time within the 18 months closing, upon any issuance by the Company or any of its subsidiaries of debt or common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof, other than in an underwritten public offering (a “Subsequent Financing”), the investor will have the right to participate up to its investment amount in the Note, but not more than 25% of the Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing. Upon issuance of the Secured Note, the Company recorded an aggregate discount of $ 901,834 166,667 735,167 450,232 345,358 157,509 259,158 259158 2,083,334 The Company failed to make interest payments on the Secured Note due in May, June, and July 2022, in the amount of $13,889 each. In July 2022, the Company received a notice of default on the Secured Note. The default occurred on May 18, 2022. As a result of the default the following events occurred: (a) the interest rate on the Secured Note increased to 18% per annum on the date of default; (b) the Company incurred an 18% late fee of $ 55,208 2,083,334 125 |
Loan Agreements
Loan Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Loan Agreements | 7. Loan Agreements April 7, 2022, Loan On April 7, 2022, the Company entered into an amendment to securities purchase agreements dated December 1, 2020, and February 3, 2021 (the “Purchase Agreements”) with an investor (the “Amendment”), and the Company issued to the investor a subordinated 10 277,778 250,000 2.50 2,000,000 The principal amount of the Subordinated Note is $277,778, and the Company received gross proceeds of $250,000 after giving effect to the original issue discount of 10%. The Subordinated Note is unsecured, bears interest at a rate of 10% per year (the “Interest Rate”), and matures on the earlier of (i) 12 months from issuance or (ii) the closing of a Qualified Offering, subject to earlier pre-payment as provided in the Subordinated Note. “Qualified Offering” is an equity or equity-linked financing for the account of the Company or any of its subsidiaries or debt financing that results in cumulative aggregate proceeds to the Company of at least $ 8,000,000 Subject to the Intercreditor Agreement described below, the Company will have the right at any time to prepay in cash all or a portion of the Subordinated Note of the principal amount thereof plus any unpaid accrued interest to the date of repayment. Upon an Event of Default (as defined therein) interest shall accrue at the Interest Rate plus 2% and the principal and interest through maturity shall be due and payable. In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $ 1,666,667 10 April 26, 2022 and May 25, 2022 Loans On April 26, 2022 and May 25, 2022, the Company entered into an amendment to securities purchase agreements dated November 20, 2020 and February 3, 2021 (the “Purchase Agreements”) with an investor (the “First Amendment”), the Company and the investor entered into a loan agreement (the “Loan Agreement”) and the Company issued to the Investor subordinated promissory notes totaling principal amount of $ 111,111 100,000 Pursuant to the Amendment, the provisions in the Purchase Agreements for an adjustment due to price based dilution, which had expired by their terms, were extended, such that if, at any time until the earlier of (a) May 15, 2022, or (b) the day after the date on which the Company completes an underwritten public offing of shares of its common stock, except for certain exempt issuances as described in the Purchase Agreements, at a price below $ 2.50 4,500,000 The Subordinated Note is unsecured, bears interest at a rate of 10 October 26, 2022 If a Change of Control (as defined in the Subordinated Note) of Company occurs, then on or prior to the fifth business day following the date of such Change of Control, the Company shall prepay the Subordinated Note and all other obligations (other than, indemnity obligations under the loan documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with (i) accrued interest thereon to the date of such prepayment, (ii) all other amounts owing to investor under the loan documents, (iii) an amount equal to the difference between (x) the aggregate amount of interest that would have been due to investor, for the period from and after the date of issuance of the Subordinated Note to and including the Final Maturity Date based upon the principal amount outstanding immediately prior to and the interest rate in effect as of the date of such prepayment, less (y) the amount of interest actually paid to investor prior to the date of such prepayment. Upon an Event of Default (as defined therein) interest shall accrue at the rate of 18 Under the Loan Agreement, the Company may borrow up to an additional $ 211,111 In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $1,666,667 10% Original Discount Senior Secured Convertible Note issued in November 2021 (the “Senior Note”) entered into a Intercreditor Agreement (the “Intercreditor Agreement”), pursuant to which the Subordinated Note holder agreed to fully subordinate its rights under the Subordinated Note to the Senior Note and related agreements. During the six months ended June 30, 2022, the Company recorded a discount on the three loans of $ 38,889 9,800 29,089 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions During the six months ended June 30, 2022 and 2021, the Company incurred salary and fees to officers, directors, consultants and professionals in the amount of $ 305,770 390,307 Schedule of Related Party Transactions June 30, 2022 2021 Jason Drummond $ 154,292 $ 447,582 Steven Plumb 112,136 – Julian Parge 39,342 – Total $ 305,770 $ 447,582 As of June 30, 2022 and December 31, 2021, $ 17,495 13,252 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021. 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 June 30, 2022 and December 31, 2021, the Company had 31,351,953 shares of common stock issued and outstanding. 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 4,016,500 360,000 3,656,500 144,000 2.50 5 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 25,000 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: 50,000 125,000 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 1 200,000 500,000 In February 2021, the Company entered into an internet advertising campaign with a consultant. The contract is for a term of 1 20,000 333,334 833,335 In March 2021, the Company issued 3,600 9,000 Warrants A summary of warrant activity for the six months ended June 30, 2022 and the year ended December 31, 2021 is presented below: Schedule of warrant activity Warrants Weighted Weighted Aggregate Outstanding on December 31, 2021 1,540,141 $ 2.63 4.51 $ – Granted – – – – Exercised – – – – Outstanding on June 30, 2022 1,540,141 $ 2.63 4.02 $ – Stock-option plan On May 21, 2021, the shareholders of the Company approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The purposes of the 2021 Plan are to (a) enable the Company to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of employees, consultants, and directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business. The persons eligible to receive awards are the employees, consultants, and directors of the Company and such other individuals designated by the 2021 Plan’s administrative committee (the Committee) who are reasonably expected to become employees, consultants, and directors after the receipt of Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, € Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based Awards. 3,000,000 shares are available for issuance under the 2021 Plan. The shares available for issuance may be increased annually by the lesser of four percent (4%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or such number of shares of common stock as determined by the Committee no later than the immediately preceding December 31. As of June 30, 2022 and 2021, the Company did not have any outstanding stock options. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies 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. The Playboy-branded game, https://www.playboyrummy.com/, was launched on November 1, 2021. On August 1, 2022, the Playboy license agreement was terminated. The Company does not owe any royalty payments to Playboy as of the date of termination or June 30, 2022. Pending Stock Split On October 20, 2021, our Board approved resolutions (i) authorizing a reverse stock split of the outstanding shares of our common stock in the range from 1-for-2 to 1-for-8, and providing authority to our Board to determine whether to effect a reverse stock split and, if so to select the ratio of the reverse stock split in their discretion, and (ii) to increase the number of our authorized shares of common stock from 45,000,000 to 400,000,000 We have applied to list our common stock on the Nasdaq Capital Market under the symbol “GMGT”. There can be no assurance that the Nasdaq Capital Market will approve our application for the listing of our common stock. The approval process for the listing of our shares on the Nasdaq Capital Market, or any other exchange, involves factors beyond our control. Among other things, we will be required to meet the Nasdaq Capital Market’s threshold for stockholders’ equity, which will require us to raise additional capital, of which there can be no assurance. We will also be required to meet minimum market value of unrestricted publicly held shares, minimum share price (which will require us to effect a reverse stock split Legal Contingencies The Company may be subject to legal proceedings from time to time as part of its business activities. As of June 30, 2022 and December 31, 2021, 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. 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 $10,135 (equivalent to £8,333) per week up to a maximum of $121,620 (equivalent to £100,000) per annum. In August 2021, the Company entered into an agreement with a production company to produce digital videos and promotional spots for its vale.mx brand. The Company is obligated to pay $ 600,000 In September 2021, the Company entered into a contract with a service provider for brand awareness and social media campaigns. The service provider will be paid a monthly retainer $50,157 for the term of the agreement, which runs through February 2022. The Company has agreed to spend $1,750,000 during the term of the agreement for the placement of advertisements on various social media platforms, which will be spent in two phases. Phase 1 began upon execution of the agreement and Phase II was to begin upon the completion of a capital raise in excess of $5,000,000 from an underwritten public offering in the United States and the listing of the Company’s common stock on a U.S. national securities exchange. The Company has paid the service provider $500,000 towards the advertising obligation during the year ended December 31, 2021, which is included in advertising and marketing expenses. The parties have agreed to abandon Phase II and the contract was not renewed. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events July 8, 2022, Loan On July 8, 2022, the Company entered into an amendment to securities purchase agreements dated December 1, 2020, and February 3, 2021 (the “Purchase Agreements”) with an investor (the “Second Amendment”), and the Company issued to the investor a subordinated 10% Original Issue Discount Promissory Note in the principal amount of $23,100 (the “Subordinated Note”) and received gross proceeds of $20,000. Pursuant to the Amendment, the provisions in the Purchase Agreements for an adjustment due to price based dilution, which had expired by their terms, were extended, such that if, at any time until the earlier of (a) October 6, 2022, or (b) the day after the date on which the Company issues or sells shares of common stock or common stock equivalents, except for certain exempt issuances as described in the Purchase Agreements, at a price below $2.50 per share (as adjusted for stock splits), then the Company will deliver to the investor that number of restricted shares of common stock equal to the difference between the number of shares purchased by the investor pursuant to such Purchase Agreement and the number of shares of common stock the investor would have received for the investor’s original subscription amount (an aggregate of $2,000,000) at the dilutive issuance price The principal amount of the Subordinated Note is $23,100, and the Company received gross proceeds of $20,000 after giving effect to the original issue discount of 15%. The Subordinated Note is unsecured, bears interest at a rate of 10% per year (the “Interest Rate”), and matures on the earlier of (i) 12 months from issuance or (ii) the closing of a Qualified Offering, subject to earlier pre-payment as provided in the Subordinated Note. “Qualified Offering” is an equity or equity-linked financing for the account of the Company or any of its subsidiaries or debt financing that results in cumulative aggregate proceeds to the Company of at least $8,000,000. Subject to the Intercreditor Agreement described below, the Company will have the right at any time to prepay in cash all or a portion of the Subordinated Note of the principal amount thereof plus any unpaid accrued interest to the date of repayment. Upon an Event of Default (as defined therein) interest shall accrue at the Interest Rate plus 2% and the principal and interest through maturity shall be due and payable. In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $1,666,667 10% Original Discount Senior Secured Convertible Note issued in November 2021 (the “Senior Note”) entered into a Intercreditor Agreement (the “Intercreditor Agreement”), pursuant to which the Subordinated Note holder agreed to fully subordinate its rights under the Subordinated Note to the Senior Note and related agreements, as described more fully in the Intercreditor Agreement. November 2021 Senior Secured Convertible Note The Company failed to make interest payments on our 10% Original Issue Discount Senior Secured Convertible Note in the principal amount of $1,666,667 that were due in May, June, and July 2022, in the amount of $13,889 each. There can be no assurance that we will be able to raise additional capital to enable us to make future payments that come due. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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, its wholly-owned subsidiary, Vale Gaming, Inc., 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 June 30, 2022 and December 31, 2021, the Company's cash balances by currency consisted of the following: Schedule of cash June 30, 2022 December 31, 2021 GBP £ – £ 90,467 USD $ – $ 284,410 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 such agreements at June 30, 2022 or December 31, 2021. |
Tax Credits and Receivables | Tax Credits and Receivables The Company is registered for provincial goods and services taxes in the United Kingdom. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in the United Kingdom. In addition, the Company may be entitled to a receivable in the form of tax credit or incentive on certain research and development activities. The Company records tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the period ended June 30, 2022, the Company recorded a receivable of $ 281,600 |
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 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 | 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 June 30, 2022 and December 31, 2021, the Company did no |
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 June 30, 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 June 30, 2022 and December 31, 2021, the Company excluded warrants to acquire 1,540,141 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 six months ended June 30, 2022 and the year ended December 31, 2021. The resulting translation adjustments of the balance sheet amounts are recorded as a component of shareholders' equity (deficiency). Gains and losses from translation of revenues and expenses 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: 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: Foreign currency exchange rates table As of and for the Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Period-end GBP to USD1.00 exchange rate 1.2162 1.3801 Period-average GBP to USD1.00 exchange rate 1.2556 1.3885 |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash | Schedule of cash June 30, 2022 December 31, 2021 GBP £ – £ 90,467 USD $ – $ 284,410 |
Foreign currency exchange rates table | Foreign currency exchange rates table As of and for the Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Period-end GBP to USD1.00 exchange rate 1.2162 1.3801 Period-average GBP to USD1.00 exchange rate 1.2556 1.3885 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment June 30, 2022 December 31, 2021 Computer and office equipment $ 43,269 $ 36,194 Less accumulated depreciation (28,141 ) (28,801 ) Computer and office equipment, net $ 15,128 $ 7,393 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intellectual property | Schedule of intellectual property June 30, 2022 December 31, 2021 Finite lived assets - software $ 213,181 $ 213,181 Less accumulated amortization (202,463 ) (197,887 ) 10,718 15,294 Indefinite lived assets - internet domain names 164,415 164,415 Intellectual property, net $ 175,133 $ 179,709 |
Note Payable to Bank (Tables)
Note Payable to Bank (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt maturities | Schedule of debt maturities Twelve month periods ending June 30, Amount 2023 $ 12,850 2024 12,850 2025 12,850 2026 8,869 Total payments 47,419 Less current portion 12,850 Debt maturity, noncurrent $ 34,569 |
Secured Convertible Note Paya_2
Secured Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Secured Convertible Note Payable | |
Convertible Debt | Convertible Debt June 30 December 31, 2022 2021 Secured Convertible Note payable, including accreted amount $ 2,083,334 $ 1,824,176 Valuation discount (345,358 ) (795,590 ) Secured convertible Note, net $ 1,737,976 $ 1,028,586 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions June 30, 2022 2021 Jason Drummond $ 154,292 $ 447,582 Steven Plumb 112,136 – Julian Parge 39,342 – Total $ 305,770 $ 447,582 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted Weighted Aggregate Outstanding on December 31, 2021 1,540,141 $ 2.63 4.51 $ – Granted – – – – Exercised – – – – Outstanding on June 30, 2022 1,540,141 $ 2.63 4.02 $ – |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jul. 14, 2022 | Jun. 30, 2022 | Aug. 14, 2022 | Sep. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Net Income (Loss) Attributable to Parent | $ 855,983 | $ 4,226,789 | $ 2,295,116 | $ 6,607,612 | ||||||||
Net Cash Provided by (Used in) Operating Activities | 741,487 | 5,119,769 | ||||||||||
Stockholders' Equity Attributable to Parent | $ 4,137,596 | 4,137,596 | $ (114,494) | 4,137,596 | (114,494) | $ 3,342,937 | $ 1,972,722 | $ (4,328,941) | $ (1,594,935) | |||
Cash | 0 | 0 | 0 | $ 406,526 | ||||||||
Proceeds from notes payable, net | 350,000 | $ 0 | ||||||||||
Big Bola [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Accounts payable | 134,669 | $ 134,669 | $ 134,669 | |||||||||
Participation fee | $ 120,000 | |||||||||||
Big Bola [Member] | Maturity Less than 30 Days [Member] | Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Participation fee | $ 40,000 | |||||||||||
Big Bola [Member] | Maturity 30 To 60 Days [Member] | Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Participation fee | $ 40,000 | |||||||||||
Big Bola [Member] | Maturity 30 to 90 Days [Member] | Forecast [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Participation fee | $ 40,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Cash - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash | $ 0 | $ 406,526 |
United Kingdom, Pounds | ||
Cash | 0 | 90,467 |
United States of America, Dollars | ||
Cash | $ 0 | $ 284,410 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details - Foreign Currency) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Translation rate at period end | 1.2162 | 1.3801 |
Translation rate - period average | 1.2556 | 1.3885 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Tax credit and receivable | $ 281,600 | |
Options outstanding | 0 | 0 |
Antidilutive shares | 1,540,141 | 1,540,141 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer and office equipment | $ 43,269 | $ 36,194 |
Less accumulated depreciation | (28,141) | (28,801) |
Computer and office equipment, net | $ 15,128 | $ 7,393 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,056 | $ 5,146 |
Intellectual Property (Details
Intellectual Property (Details - Property) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | $ (202,463) | $ (197,887) |
Intellectual property, gross | 10,718 | 15,294 |
Intellectual property, gross | 175,133 | 179,709 |
Internet Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 164,415 | 164,415 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | $ 213,181 | $ 213,181 |
Intellectual Property (Detail_2
Intellectual Property (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intellectual property | $ 4,576 | $ 35,342 |
Note Payable to Bank (Details -
Note Payable to Bank (Details - Debt maturities) | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 12,850 |
2024 | 12,850 |
2025 | 12,850 |
2026 | 8,869 |
Total payments | 47,419 |
Less current portion | 12,850 |
Debt maturity, noncurrent | $ 34,569 |
Note Payable to Bank (Details N
Note Payable to Bank (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | ||
Jun. 09, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Debt face amount | $ 2,083,334 | |||
Note payable to bank current | 12,850 | $ 12,850 | ||
Bounce Back Loan Scheme [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 60,600 | |||
Debt maturity term | 72 months | |||
Debt interest rate | 2.50% | |||
Interest expense | 522 | $ 731 | ||
Note payable to bank | 47,419 | |||
Note payable to bank current | $ 12,850 | |||
Bounce Back Loan Scheme [Member] | United Kingdom, Pounds | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 47,600 |
Secured Convertible Note Paya_3
Secured Convertible Note Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Secured Convertible Note Payable | ||
Secured Convertible Note payable, including accreted amount | $ 2,083,334 | $ 1,824,176 |
Valuation discount | (345,358) | (795,590) |
Secured convertible Note, net | $ 1,737,976 | $ 1,028,586 |
Secured Convertible Note Paya_4
Secured Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 18, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Convertible note principal amount | $ 38,889 | ||
convertible note | 2,083,334 | $ 1,824,176 | |
Fair value of warrants recorded as debt discount | 735,167 | ||
Amortization debt discount | 450,232 | ||
Unamortized discount | 345,358 | ||
Accretion on convertible note payable | 259,158 | $ 157,509 | |
Accretion on convertible note payable | 259,158 | ||
Face amount | 2,083,334 | ||
Late Fee Income Generated by Servicing Financial Assets, Amount | 55,208 | ||
Increase (Decrease) in Notes Payable, Current | $ 2,083,334 | ||
Debt Instrument, Redemption Price, Percentage | 125% | ||
Convertible Notes Payable [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Convertible note principal amount | $ 166,667 | ||
convertible note | 901,834 | ||
Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from Convertible Debt | $ 1,500,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10% | ||
Convertible note principal amount | $ 1,666,667 | ||
[custom:WarrantsIssuedShares] | 727,273 | ||
Debt Instrument, Convertible, Conversion Price | $ 2.75 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.75 |
Loan Agreements (Details Narrat
Loan Agreements (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 07, 2022 | Apr. 26, 2022 | Jun. 30, 2022 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Principal amount | $ 2,083,334 | |||
Original subscription amount | $ 2,000,000 | |||
Proceeds from debt | $ 8,000,000 | |||
Interest rate | 18% | |||
Borrowings | $ 211,111 | |||
Discount on loan | 38,889 | |||
Discount on amortization expense | 9,800 | |||
Unamortized balance | $ 29,089 | |||
Intercreditor Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||
[custom:OriginalDiscountSeniorSecuredConvertibleNote-0] | $ 1,666,667 | |||
Purchase Agreements [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||
Principal amount | $ 277,778 | |||
Proceed from loan | $ 250,000 | |||
Share price | $ 2.50 | |||
Purchase Agreements 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 111,111 | |||
Proceed from loan | 100,000 | |||
Share price | $ 2.50 | |||
Original subscription amount | $ 4,500,000 | |||
Subordinated Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10% | |||
Maturity date | Oct. 26, 2022 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Related party costs and expenses | $ 305,770 | $ 447,582 |
Jason Drummond [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs and expenses | 154,292 | 447,582 |
Steven Plumb [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs and expenses | 112,136 | 0 |
Julian Parge [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs and expenses | $ 39,342 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related Party Costs | $ 305,770 | $ 390,307 | |
Due to related parties | 17,495 | $ 13,252 | |
Jason Drummond [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 17,495 | $ 13,252 |
Stockholders' Equity (Details -
Stockholders' Equity (Details - Warrants) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 1,540,141 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.63 | |
Weighted average remaining contractual life, outstanding | 4 years 7 days | 4 years 6 months 3 days |
Aggregate intrinsic value, outstanding | $ 0 | |
Number of Warrants Granted | 0 | |
Weighted Average Exercise Price Granted | $ 0 | |
Aggregate intrinsic value, Granted | $ 0 | |
Number of Warrants Exercised | 0 | |
Weighted Average Exercise Price Exercised | $ 0 | |
Aggregate intrinsic value, Exercised | $ 0 | |
Number of Warrants Outstanding, Ending | 1,540,141 | 1,540,141 |
Weighted Average Exercise Price Outstanding, Ending | $ 2.63 | $ 2.63 |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | ||
Feb. 03, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Nov. 06, 2020 | |
Consultant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued for service | 50,000 | ||||
Shares issued for services, value | $ 125,000 | ||||
Consultant 4 [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued advertising campaign, shares | 333,334 | ||||
Term | 1 year | ||||
Initial non-refundable deposit | $ 20,000 | ||||
Shares issued advertising campaign, value | $ 833,335 | ||||
Consultant 2 [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued for service | 200,000 | ||||
Shares issued for services, value | $ 500,000 | ||||
Consultant 3 [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued for service | 3,600 | ||||
Shares issued for services, value | $ 9,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued advertising campaign, shares | 10,000 | ||||
Proceed from sales stock | $ 25,000 | ||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Accreditedinvestors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued advertising campaign, shares | 1,606,600 | ||||
Proceed from sales stock | $ 4,016,500 | ||||
Legal fees paid with issuance | 360,000 | ||||
Payment of stock issuance fees | $ 3,656,500 | ||||
Warrants granted | 144,000 | ||||
Exercise price | $ 2.50 | ||||
Term | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 20, 2021 | Aug. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Authorized sgares increased | 400,000,000 | |
Obligated payment | $ 600,000 |