Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 01, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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, Address Line Two | Las Vegas | ||
Entity Address, City or Town | NV | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 89135 | ||
City Area Code | 833 | ||
Local Phone Number | 388-GMGT (-4648) | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,535,917 | ||
Entity Common Stock, Shares Outstanding | 45,701,626 | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 372,507 | $ 406,526 |
Deposits and other current assets | 26,705 | 109,791 |
Total current assets | 399,212 | 516,317 |
Property and equipment, net | 11,416 | 7,393 |
License agreement, net | 293,183 | 0 |
Intellectual property, net | 0 | 179,709 |
Total assets | 703,811 | 703,419 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,156,017 | 1,555,759 |
Accrued interest | 425,715 | 19,635 |
Due to related parties | 119,547 | 13,252 |
Note payable, net | 404,607 | 0 |
Secured convertible note payable, net | 2,019,301 | 1,028,586 |
Current portion of note payable, bank | 11,517 | 12,850 |
Total current liabilities | 5,136,704 | 2,630,082 |
Note payable, bank | 34,439 | 46,059 |
Total liabilities | 5,171,143 | 2,676,141 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficiency): | ||
Preferred stock, $0.001 par value; authorized -5,000,000 shares; issued - none | 0 | 0 |
Common stock, $0.001 par value; authorized - 400,000,000 shares; issued and outstanding – 45,701,630 shares and 31,351,953 shares on December 31, 2022 and 2021, respectively | 45,702 | 31,353 |
Additional paid-in capital | 22,738,769 | 18,914,227 |
Accumulated other comprehensive loss | (12,376) | (56,004) |
Accumulated deficit | (27,239,427) | (20,862,298) |
Total stockholders' equity (deficiency) | (4,467,332) | (1,972,722) |
Total liabilities and stockholders' equity (deficiency) | $ 703,811 | $ 703,419 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 45,701,630 | 31,351,953 |
Common stock, shares outstanding | 45,701,630 | 31,351,953 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 102,816 | $ 167,875 |
Costs and expenses: | ||
Cost of revenues | 467,546 | 857,709 |
Software development, including amortization of intellectual property of $6,817 and $38,202 in 2022 and 2021, respectively | (263,923) | 185,789 |
General and administrative: | ||
Officers, directors, affiliates, and other related parties | 648,698 | 728,757 |
Advertising and marketing | 108,659 | 5,693,017 |
Impairment of intangible assets | 186,584 | 0 |
Other (including stock compensation costs of $570,054 and $3,409,214 in 2022 and 2021, respectively) | 1,596,687 | 5,314,876 |
Total costs and expenses | 2,744,251 | 12,780,148 |
Loss from operations | (2,641,435) | (12,612,273) |
Other income (expense): | ||
Interest expense | (1,657,575) | (283,754) |
Foreign currency loss | (850) | (78) |
Total other expense, net | (1,658,425) | (283,832) |
Net loss | (4,299,860) | (12,896,105) |
Deemed Dividend | (2,077,269) | 0 |
Net loss to common shareholders | (6,377,129) | (12,896,105) |
Foreign currency translation adjustment | 0 | (37,258) |
Comprehensive loss | $ (6,377,129) | $ (12,933,363) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Amortization of intellectual property | $ 6,817 | $ 38,202 |
Stock compensation costs | $ 570,054 | $ 3,409,214 |
Earnings Per Share Basic | $ (0.20) | $ (0.42) |
Earnings Per Share Diluted | $ (0.20) | $ (0.42) |
Weighted Average Number of Shares Outstanding, Basic | 31,975,003 | 30,548,408 |
Weighted Average Number of Shares Outstanding, Diluted | 31,975,003 | 30,548,408 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) - 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 | $ 2,156 | 5,219,169 | 5,221,325 | ||
Common stock issued in connection with private placement, net, shares | 2,155,294 | ||||
Common stock issued as compensation | $ 830 | 2,214,581 | 2,215,411 | ||
Common stock issued as compensation, shares | 829,134 | ||||
Warrants issued as compensation | 1,193,803 | 1,193,803 | |||
Discount related to convertible note payable and related warrant | 735,167 | 735,167 | |||
Foreign currency translation adjustment | (37,258) | (37,258) | |||
Net loss | (12,896,105) | (12,896,105) | |||
Ending balance, value at Dec. 31, 2021 | $ 31,353 | 18,914,227 | (56,004) | (20,862,298) | (1,972,722) |
Ending balance, shares at Dec. 31, 2021 | 31,351,953 | ||||
Common stock issued in connection with private placement, net | $ 3,960 | 901,190 | 905,150 | ||
Common stock issued in connection with private placement, net, shares | 3,960,600 | ||||
Discount related to warrants issued upon modification of convertible note payable | 136,418 | 136,418 | |||
Common stock issued for software license | $ 600 | 149,400 | 150,000 | ||
Common stock issued for software license, shares | 600,000 | ||||
Common stock issued as compensation | $ 1,480 | 568,574 | 570,054 | ||
Common stock issued as compensation, shares | 1,480,000 | ||||
Stock dividend | $ 8,309 | 2,068,960 | (2,077,269) | ||
Stock dividend, shares | 8,309,077 | ||||
Foreign currency translation adjustment | 43,628 | 43,628 | |||
Net loss | (4,299,860) | (4,299,860) | |||
Ending balance, value at Dec. 31, 2022 | $ 45,702 | $ 22,738,769 | $ (12,376) | $ (27,239,427) | $ (4,467,332) |
Ending balance, shares at Dec. 31, 2022 | 45,701,630 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,299,860) | $ (12,896,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 11,691 | 15,599 |
Amortization and impairment of intellectual property | 193,401 | 38,202 |
Amortization of operating lease right of use asset | 0 | 11,968 |
Amortization of discount on notes payable | 902,582 | 106,244 |
Accretion of premium on convertible note payable | 259,158 | 157,509 |
Stock compensation | 570,054 | 3,409,214 |
Increase (decrease) in - | ||
Deposits and other current assets | 83,086 | (71,874) |
Accounts payable and accrued expenses | 600,258 | 1,206,610 |
Accrued interest | 406,080 | |
Due to related parties | 106,295 | (1,699) |
Operating lease liability | 0 | (11,968) |
Net cash used in operating activities | (1,167,255) | (8,036,300) |
Cash flows from investing activities: | ||
Cash paid for software license | (150,000) | 0 |
Purchase of intellectual property | 0 | (169,564) |
Purchase of property and equipment | (10,657) | (9,194) |
Net cash used in investing activities | (160,657) | (178,758) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 370,000 | 0 |
Proceeds from private placement of common stock, net | 905,150 | 5,221,325 |
Proceeds from convertible notes payable, net | 0 | 1,500,000 |
Repayment of note payable to bank | (7,349) | (5,445) |
Repayment of notes payable to related parties | 0 | 0 |
Net cash provided by financing activities | 1,267,801 | 6,715,880 |
Effect of exchange rate on cash | 26,092 | (40,528) |
Cash: | ||
Net decrease | (34,019) | (1,539,706) |
Balance at beginning of year | 406,526 | 1,946,232 |
Balance at end of year | 372,507 | 406,526 |
Supplemental disclosures of cash flow information: | ||
Interest | 831 | 943 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Fair value of warrants recorded as debt discount | 0 | 735,167 |
Original issue discount on convertible note payable | 0 | 166,667 |
Original issue discount on notes payable | 41,989 | 0 |
Common stock issued for license agreement | 150,000 | 0 |
Discount related to convertible note payable amendment | 136,418 | 0 |
Stock dividend | $ 2,077,269 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 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. Unless the context indicates otherwise, Gaming Technologies, Inc. (“Gaming US”) and Gaming Technologies UK Limited (“Gaming UK”) are hereinafter referred to as the "Company". The Company's activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company 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 gaming company specializing in building and scaling online gambling brands. We integrate best-in-class third-party casino games and sports betting to our online brands. The Company operates Vale, a licensed online Casino and Sportsbook in Mexico, through its website vale.net, which is provided in conjunction with a local license holder, The Fabulous Vegas Games S.A. de C.V. 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 In June 2022, the Company and Big Bola entered into a Side Letter Agreement (“SLA”) whereby Big Bola agreed to convert $134,669 in fees owed to it by the Company into 540,000 shares of the Company’s common stock. The Company was required to issue the shares by July 10, 2022. The shares were issued in October 2022. In addition, the Company agreed to make payments on $120,000 in guaranteed participation fees due to Big Bola as follows: $40,000 no later than July 14, 2022; $40,000 on later than August 14, 2022; and $40,000 no later than September 14, 2022. The guaranteed participation fees have been recorded by the Company as they were incurred and are included in accounts payable at September 30, 2022. The July, August, September, and October payments have not been made as of the date of this filing. In addition, Big Bola agreed that it will not collect from the Company the guaranteed participation fee of $40,000 per month for the months of June, July and August of 2022 and that the guaranteed participation fee for the months of September, October and November of 2022 was reduced to $20,000 per month. Effective December 1, 2022, the parties reverted to the terms of the original agreement, as amended. In December 2022, the Company canceled the Big Bola contract. As a result of the cancellation of the Big Bola contract, the Company incurred a charge of $400,000 to settle the remaining balance owed to Big Bola under the contract, which amount has been accrued and included in accounts payable and accrued expenses as of December 31, 2022. On December 15, 2022, the Company entered into a contract with Operadora the Fabulous Vegas Games, S.A. (Fabulous) to provide a gaming platform for the Company’s vale.mx website. Going Concern The Company's consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has experienced recurring net losses from operations and negative operating cash flows since inception. During the year ended December 31, 2022, the Company incurred a net loss of $ 4,299,860 1,167,255 4,467,332 At December 31, 2022, the Company had cash of $ 372,507 As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The development and expansion of the Company's business in 2023 and thereafter will be dependent on many factors, including the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company's business to a level that is commercially viable and self-sustaining. There is also significant uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future. If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to scale back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to its technology, or to discontinue its operations entirely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and include the financial statements of Gaming US and its wholly-owned foreign subsidiary, Gaming UK. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for financing and services, and the realization of deferred tax assets. Cash The Company maintains its cash balances with financial institutions with high credit ratings. The Company has not experienced any losses to date resulting from this practice. As of December 31, 2022 and 2021, the Company's cash balances by currency consisted of the following: Schedule of cash December 31, 2022 2021 GBP £ 971 £ 90,467 USD $ 371,332 $ 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 agreements at December 31, 2022 or 2021. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Gaming UK is subject to taxation in the United Kingdom. As a foreign corporation, Gaming UK is not consolidated with Gaming US in the Company's U.S. federal tax filings. As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2022 and 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. 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. We report revenue on a net basis. 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 consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Components of comprehensive income or loss, including net income or loss, unrealized gains or losses on available-for-sale securities, unrealized gains or losses on other financial investments, unrealized gains or losses on pension and retirement benefit plans, and foreign currency translation adjustments, are reported in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company's comprehensive income (loss) for the years ended December 31, 2022 and 2021 consists of foreign currency translation adjustments. Earnings (Loss) Per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. At December 31, 2022 and 2021, the Company excluded warrants to acquire 2,085,595 and 1,540,141, respectively, shares of common stock from its calculation of loss per share as their effect would be antidilutive. Basic and diluted loss per common share is the same for all periods presented because the aforementioned warrants were antidilutive. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end. The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments. The carrying value of our notes payable approximates their fair value because interest rates on these obligation are based upon prevailing interest rates. Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years. The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations. Leases The Company accounts for leases in accordance with Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Software Development Costs Due to the significant uncertainty with respect to the successful development of commercially viable products based on Company's development efforts, all software development costs incurred with respect to the Company's mobile gaming platform are charged to operations as incurred. The Company’s subsidiary in the United Kingdom is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of software development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2022, the Company recorded 275,782 Intellectual Property Intellectual property consists of software and license agreements and is recorded at cost. Amortization of intellectual property is provided using the straight-line method over an estimated useful life of three years The Company recognizes amortization of intellectual property in software development costs in the Company's consolidated statement of operations. Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and intellectual property, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of December 31, 2022 the Company determined that its Intellectual Property was impaired, and recorded an impairment charge of $ 186,584 Foreign Currency The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Gaming UK, the Company's foreign subsidiary, is the British Pound (“GBP”), the local currency in the United Kingdom. Accordingly, assets and liabilities of the foreign subsidiary are translated at the current exchange rate at the end of the period, and revenues and expenses are translated at average exchange rates during the years ended December 31, 2022 and 2021. 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: Foreign currency exchange rates table As of and for the Years Ended 2022 2021 Period-end GBP to USD1.00 exchange rate 1.2098 1.3498 Period-average GBP to USD1.00 exchange rate 1.2327 1.3756 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 previously issued 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of December 31, 2022 and 2021 is summarized as follows: Schedule of property and equipment December 31, 2022 2021 Computer and office equipment $ 43,098 $ 36,194 Less accumulated depreciation (31,682 ) (28,801 ) Computer and office equipment, net $ 11,416 $ 7,393 All of the Company's property and equipment is located in the United Kingdom. Depreciation expense for the years ended December 31, 2022 and 2021 was $ 11,691 15,599 |
Intellectual Property
Intellectual Property | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | 4. Intellectual Property Intellectual property as of December 31, 2022 and 2021 is summarized as follows: Schedule of intellectual property December 31, 2022 2021 Finite lived assets - software $ 225,962 $ 213,181 Less accumulated amortization (225,962 ) (197,887 ) – 15,294 Indefinite lived assets - internet domain names – 164,415 Intellectual property, net $ – $ 179,709 Amortization expense for the years ended December 31, 2022 and 2021 was $ 6,817 38,202 During the year ended December 31, 2022, the Company analyzed its intellectual property for impairment and determined that the internet domain names, with a carrying value of $ 186,584 186,584 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
License Agreement | |
License Agreement | 5. License Agreement On December 15, 2022, we entered into a Commercial Association Agreement for the use of a gambling permit owned by The Fabulous Vegas Games S.A. de C.V. (Fabulous). The license permits us to operate our brand Vale as approved by General Directorate of Games and Raffles of the Ministry of Interior (SEGOB). Vale integrates over 500 online premium casino games as well as sports betting, through an external software partner, Game Interaction Group BV. These games can be enjoyed via mobile or 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. 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 a local dedicated bank account under our own control. Under the terms of the agreement with Fabulous Vegas Games, we share 8 Under the terms of the agreement with Game Interaction Group, we share a percentage of Gross Gaming Revenue, which is 12 3 9,000 150,000 600,000 150,000 The Company is also obligated to make 19 monthly payments of $20,000, beginning in April 2023. 300,000 6,818 22 293,183 |
Note Payable to Bank
Note Payable to Bank | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable to Bank | 6. Note Payable to Bank On June 9, 2020, Gaming UK received an unsecured loan of $ 60,600 47,600 72 2.5 th 831 1,090 45,956 58,909 11,517 12,850 Maturities of long-term debt for each of the next five years and thereafter are as follows: Schedule of debt maturities Year ended December 31, Amount 2023 $ 11,517 2024 11,517 2025 11,517 2026 11,405 2027 – Total payments 45,956 Less current portion 11,517 Debt maturity, noncurrent $ 34,439 |
Secured Convertible Note Payabl
Secured Convertible Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Secured Convertible Note Payable | |
Secured Convertible Note Payable | 7. Secured Convertible Note Payable Convertible Debt 2022 2021 Secured Convertible Note payable, including accreted amount $ 2,083,334 $ 1,824,176 Valuation discount (64,033 ) (795,590 ) Secured convertible Note, net $ 2,019,301 $ 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 1,666,666 727,273 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 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 $ 901,834 166,667 735,167 106,244 795,590 157,509 1,824,176 On May 18, 2022 an event of default occurred due to our failure to make interest payments on our 10% Original Issue Discount Senior Secured Convertible Note in the principal amount of $ 1,666,666 231,250 18 On November 8, 2022, the Company and the holder of the Company’s Secured Notes amended the Secured Notes as follows: (a) the maturity date of the Secured Notes is changed to February 15, 2023; (b) the Company shall provide the holder of the Secured Notes with additional Warrants with the same terms as the Warrants issued in the Securities Purchase Agreement and the Transaction Documents (with the term running from the date of amendment) in an amount such that the holder of the Secured Notes obtains an additional 10% warrant coverage per month based on the initial investment amount from November 1, 2022 to February 15, 2023. Thus, holder of the Secured Notes shall receive a total number of warrants equal to 210% of the original face amount of the Note, i.e., $1,666,666.67 converted at the lower of (i) $2.75 or (ii) the price of the common stock in a Qualified Offering to purchase shares of common stock of the Company, exercisable at the exercise price set forth in the Warrants; (c) the Company will take all corporate action necessary to expeditiously increase the authorized shares of the Company to 400,000,000; and, (d) the Company agrees that as soon as it has raised sufficient funds to make a payment on the outstanding balance of the Note, it will promptly do so. As a result of the amendment, the Company increased the number of shares covered by the warrant by 545,454 136,418 72,385 500,000 |
Loan Agreements
Loan Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Loan Agreements | |
Loan Agreements | 8. 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% Original Issue Discount Promissory Note in the principal amount of $ 277,778 250,000 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%, resulting in a debt discount of $27,778 at the date of issuance. 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. During the period the Company amortized $20,396 of the debt discount, leaving an unamortized discount of $7,382 at December 31, 2022. 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. Other Loans On April 26, 2022, May 25, 2022, and July 8, 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 $ 134,211 120,000 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 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 $4,500,000) at the dilutive issuance price. The Subordinated Notes are unsecured, bear interest at a rate of 10% per year (the “Interest Rate”), and matures on the earlier of the earlier of (a) October 26, 2022 or (b) a Capital Event (the “Final Maturity Date”). “Capital Event” means (a) any transaction in which the Company, or any subsidiary of the Company, or any joint venture directly or indirectly owned by the Company: (i) refinances or incurs any indebtedness exceeding $100,000 in the aggregate of all such transactions, (ii) sells, transfers or otherwise disposes (including pursuant to a sale-leaseback transaction) of any property or asset (including securities) other than in the ordinary course of business, (iii) forms a joint venture, or (iv) issues private or public equity, stock or other financial instrument for cash consideration exceeding $100,000 in the aggregate of all such transactions; (b) any casualty or other insured damage exceeding $100,000 to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company, or any subsidiary of the Company, or any joint venture directly or indirectly owned by the Company; or (c) any other transaction entered into for the purposes of generating cash to recapitalize the Company’s balance sheet. 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% per annum. Under the Loan Agreement, the Company may borrow up to an additional $188,011 from the investor on the same terms as described above, subject to certain conditions. On March 24, 2023, the Company borrowed an additional $ 111,111 11,111 100,000 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 year ended December 31, 2022, the Company recorded a discount on the three loans of $ 14,211 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases office facilities in Las Vegas, Nevada on a month-to-month basis at a cost of $510 per month. Aggregate payments under this operating lease charged to general and administrative expenses in the statement of operations were $ 6,120 1,500 In February 2022, the Company leased a residential condominium unit in Miami, Florida. The lease expired on August 31, 2022 5,500 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Salary and Fees to Directors, Consultants and Professionals During the years ended December 31, 2022 and 2021, the Company incurred salary and fees to officers, directors, consultants and professionals in the amount of $ 648,698 728,757 Schedule of Related Party Transactions December 31, 2022 2021 Jason Drummond $ 342,486 $ 589,368 Julian Parge 48,867 103,170 Steven Plumb 257,345 36,219 Total $ 648,698 $ 728,757 During the year ended December 31, 2022, the Company paid base salary of $ 342,486 330,144 259,224 As of December 31, 2022 and 2021, $ 119,547 13,252 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders' Equity Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. No preferred shares have been designated by the Company as of December 31, 2022 and 2021. Common Stock On December 7, 2022, the Company amended its Certificate of Incorporation with the State of Delaware to increase the number of authorized common shares to 400,000,000 Private Placements 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 In August 2021, the Company sold 538,694 1,750,752 210,927 1,539,825 40,175 3.25 5 We agreed with purchasers in our August 2021 private placement that if, at any time during the 12 months following sale of the shares, we issue or sell shares of common stock or common stock equivalents, except for certain exempt issuances as described in the purchase agreement, at a price below $ 3.25 On November and December 2022, the Company and three existing investors modified the Securities Purchase Agreements, originally dated March 10, 2021, between the existing investors and the Company such that: (a) the purchase price per share was modified to equal $ 0.25 8,401,500 92,423 8,309,077 2,077,269 Private placements in 2022 During 2022, the Company entered into a Securities Purchase Agreements with accredited investors whereby the Company issued 3,880,600 970,150 65,000 905,150 80,000 3,960,600 Shares Issued for Services On October 21, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year and may be renewed at the end of the term. Compensation consists of the following stock grants: 50,000 50,000 112,500 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 one year 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 one year 1 20,000 333,334 833,335 On October 20, 2021, Steven M. Plumb, CPA, was appointed as the Company’s chief financial officer through a contract (the “Clear Agreement”) with Mr. Plumb’s entity, Clear Financial Solutions (“Clear”), pursuant to which Clear is paid $ 10,000 August 16, 2022 30,000 67,500 During October 2021, the Company issued restricted stock grants to various consultants for services performed for the Company totaling 65,800 214,575 During 2022, the Company issued 1,480,000 570,504 540,000 135,000 135,000 In October 2022, the Company issued 600,000 150,000 Warrants A summary of warrant activity for the year ended December 31, 2022 is presented below: Schedule of warrant activity Warrants Weighted Weighted Aggregate Outstanding on December 31, 2020 90,000 $ 2.50 3.90 $ – Granted 1,450,141 3.13 4.70 – Exercised – – – – Outstanding on December 31, 2021 1,540,141 $ 2.63 4.51 $ – Granted 545,454 2.63 4.00 – Exercised – – – – Outstanding on December 31, 2022 2,085,595 $ 2.63 3.55 $ – During the years ended December 31, 2022 and 2021, the Company issued 0 184,175 In November 2021, in connection with the issuance of the Secured Convertible Notes discussed in Note 7, the Company issued warrants to purchase an aggregate of 727,273 shares of the Company’s common stock. The relative fair value of the warrants at the date of grant was determined to be $ 735,167 . In November 2021, the Company issued warrants to purchase 538,693 1,193,803 In November 2022, the Company issued warrants to purchase 545,454 136,418 The fair value of the warrants issued in 2022 and 2021 was determined by a black scholes pricing model with the following assumptions: Schedule of assumptions 2022 2021 Expected volatility 624.41 97.04 Weighted-average volatility 1248.82 216.98 Expected dividends 0 0 Expected term (in years) 4 5 Risk-free interest rate 4.27 1.26 The warrants issued in 2021 are exercisable at an exercise price equal to the lower of (x) $2.75 per share and (y) the price of the common stock of the Company in a Qualified Offering (as defined in the Note Agreement at Note 7), subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to “full ratchet” price adjustment if the Company issues common stock or equivalents at a price per share lower than the then-current exercise price of the Warrant, as described above for the conversion price of the Note (see Note 7.) The warrants issued in 2022 are exercisable at an exercise price equal to the lower of (x) $2.75 per share and (y) the price of the common stock of the Company in a Qualified Offering (as defined in the Note Agreement at Note 7), subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to “full ratchet” price adjustment if the Company issues common stock or equivalents at a price per share lower than the then-current exercise price of the Warrant, as described above for the conversion price of the Note (see Note 7.) 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, (e) 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 December 31, 2022 and 2021, the Company did no |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets as of December 31, 2022 and 2021 are summarized below. Schedule of deferred income taxes December 31, 2022 2021 Net operating loss carryforwards - Foreign $ 19,039,000 $ 18,580,000 Net operating loss carryforwards - U.S. 7,170,000 2,316,000 26,209,000 20,896,000 Valuation allowance (26,209,000 ) (20,896,000 ) Net deferred tax assets $ – $ – In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2022 and 2021, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No U.S. federal tax provision has been provided for Gaming US for the years ended December 31, 2022 and 2021 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2022 and 2021. Schedule of effective income tax Years Ended December 31, 2022 2021 U. S. federal statutory tax rate ( 21.0 ( 21.0 Difference between U.S. and U.K. tax rates 2.0% 2.0% Change in valuation allowance 19.0% 19.0% Effective tax rate 0.0% 0.0% The Company's United Kingdom subsidiary is subject to the income tax laws of the United Kingdom. The corporate tax rate in the United Kingdom is 19% on income reported in its statutory financial statements, after appropriate tax adjustments, for the fiscal years commencing April 1, 2017, 2018, 2019, and 2020 and 18% for the fiscal year commencing April 1, 2020 and thereafter. At December 31, 2022, the Company has available net operating loss carryforwards for U.S. federal and United Kingdom corporate income tax purposes of approximately $ 7,170,000 19,039,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies 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 paid to Holiday a cash fee of US$ 1,600,000 Pending Stock Split On December 7, 2022, the Company filed a certificate of amendment to affect an authorized share increase with the Secretary of State of Delaware. On January 14, 2022, the holders of a majority of the issued and outstanding voting shares of the Company, as of the record date of October 20, 2021 by written consent in lieu of a special meeting of stockholders, approved an amendment to the Company’s Certificate of Incorporation to (i) effect a reverse stock split of our common stock, by a ratio of not less than 1-for-2 and not more than 1-for-8, our Board of Directors 400,000,000 . The Company anticipates filing a certificate of amendment to affect a reverse stock split, if any, prior to the anticipated listing of its common stock and warrants on the Nasdaq Capital Market and such actions being effective on, or just before, the date the common stock is listed to the Nasdaq Capital Market. The Company will need to take the necessary steps to meet Nasdaq listing requirements, which may include a reverse stock split, and there is no assurance that our common stock will be approved for listing on Nasdaq. Contingencies The Company may be subject to legal proceedings from time to time as part of its business activities. As of December 31, 2022 and 2021, the Company was not subject to any threatened or pending legal actions or claims. Contractual Commitments The Company has retained Julian Parge as a consultant to Gaming UK, at the request and under the sole discretion of Gaming UK, at the rate of $9,773 (equivalent to £8,333) per month up to a maximum of $117,280 (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. During the three months ended September 30, 2022, the Company cancelled contracts with a value of $420,000 related to activities that were expected to occur subsequent to an uplisting on the Nasdaq national securities exchange. Due to the delays in the capital raise necessary to complete the uplisting, the Company does not anticipate beginning these activities in the near future and, accordingly cancelled the contracts. Big Bola 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 In June 2022, the Company and Big Bola entered into a Side Letter Agreement (“SLA”) whereby Big Bola agreed to convert $ 134,669 540,000 120,000 40,000 40,000 40,000 40,000 20,000 In December 2022, the Company canceled the Big Bola contract. As a result of the cancellation of the Big Bola contract, the Company incurred a charge of $ 400,000 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 16, 2023, the Company purchased a vehicle for $20,644. On March 24, 2023, the Company borrowed an additional $111,111 under an existing Loan Agreement, dated April 26, 2022. The total balance due to the lender increased from $134,211 to $245,322. The Company recorded an original issue discount in the amount of $11,111 in connection with the loan. The due date on the Loan Agreement was extended to October 15, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and include the financial statements of Gaming US and its wholly-owned foreign subsidiary, Gaming UK. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for financing and services, and the realization of deferred tax assets. |
Cash | Cash The Company maintains its cash balances with financial institutions with high credit ratings. The Company has not experienced any losses to date resulting from this practice. As of December 31, 2022 and 2021, the Company's cash balances by currency consisted of the following: Schedule of cash December 31, 2022 2021 GBP £ 971 £ 90,467 USD $ 371,332 $ 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 agreements at December 31, 2022 or 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Gaming UK is subject to taxation in the United Kingdom. As a foreign corporation, Gaming UK is not consolidated with Gaming US in the Company's U.S. federal tax filings. As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2022 and 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
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. We report revenue on a net basis. 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 consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Components of comprehensive income or loss, including net income or loss, unrealized gains or losses on available-for-sale securities, unrealized gains or losses on other financial investments, unrealized gains or losses on pension and retirement benefit plans, and foreign currency translation adjustments, are reported in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company's comprehensive income (loss) for the years ended December 31, 2022 and 2021 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 December 31, 2022 and 2021, the Company excluded warrants to acquire 2,085,595 and 1,540,141, respectively, shares of common stock from its calculation of loss per share as their effect would be antidilutive. Basic and diluted loss per common share is the same for all periods presented because the aforementioned warrants were antidilutive. |
Fair Value of Financial Instruments | 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. The carrying value of our notes payable approximates their fair value because interest rates on these obligation are based upon prevailing interest rates. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years. The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations. |
Leases | Leases The Company accounts for leases in accordance with Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Software Development Costs | Software Development Costs Due to the significant uncertainty with respect to the successful development of commercially viable products based on Company's development efforts, all software development costs incurred with respect to the Company's mobile gaming platform are charged to operations as incurred. The Company’s subsidiary in the United Kingdom is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of software development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2022, the Company recorded 275,782 |
Intellectual Property | Intellectual Property Intellectual property consists of software and license agreements and is recorded at cost. Amortization of intellectual property is provided using the straight-line method over an estimated useful life of three years The Company recognizes amortization of intellectual property in software development costs in the Company's consolidated statement of operations. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and intellectual property, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of December 31, 2022 the Company determined that its Intellectual Property was impaired, and recorded an impairment charge of $ 186,584 |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States dollars ("USD"). The functional currency of Gaming UK, the Company's foreign subsidiary, is the British Pound (“GBP”), the local currency in the United Kingdom. Accordingly, assets and liabilities of the foreign subsidiary are translated at the current exchange rate at the end of the period, and revenues and expenses are translated at average exchange rates during the years ended December 31, 2022 and 2021. 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: Foreign currency exchange rates table As of and for the Years Ended 2022 2021 Period-end GBP to USD1.00 exchange rate 1.2098 1.3498 Period-average GBP to USD1.00 exchange rate 1.2327 1.3756 |
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 previously issued 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash | Schedule of cash December 31, 2022 2021 GBP £ 971 £ 90,467 USD $ 371,332 $ 284,410 |
Foreign currency exchange rates table | Foreign currency exchange rates table As of and for the Years Ended 2022 2021 Period-end GBP to USD1.00 exchange rate 1.2098 1.3498 Period-average GBP to USD1.00 exchange rate 1.2327 1.3756 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2022 2021 Computer and office equipment $ 43,098 $ 36,194 Less accumulated depreciation (31,682 ) (28,801 ) Computer and office equipment, net $ 11,416 $ 7,393 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intellectual property | Schedule of intellectual property December 31, 2022 2021 Finite lived assets - software $ 225,962 $ 213,181 Less accumulated amortization (225,962 ) (197,887 ) – 15,294 Indefinite lived assets - internet domain names – 164,415 Intellectual property, net $ – $ 179,709 |
Note Payable to Bank (Tables)
Note Payable to Bank (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt maturities | Schedule of debt maturities Year ended December 31, Amount 2023 $ 11,517 2024 11,517 2025 11,517 2026 11,405 2027 – Total payments 45,956 Less current portion 11,517 Debt maturity, noncurrent $ 34,439 |
Secured Convertible Note Paya_2
Secured Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Secured Convertible Note Payable | |
Convertible Debt | Convertible Debt 2022 2021 Secured Convertible Note payable, including accreted amount $ 2,083,334 $ 1,824,176 Valuation discount (64,033 ) (795,590 ) Secured convertible Note, net $ 2,019,301 $ 1,028,586 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions December 31, 2022 2021 Jason Drummond $ 342,486 $ 589,368 Julian Parge 48,867 103,170 Steven Plumb 257,345 36,219 Total $ 648,698 $ 728,757 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted Weighted Aggregate Outstanding on December 31, 2020 90,000 $ 2.50 3.90 $ – Granted 1,450,141 3.13 4.70 – Exercised – – – – Outstanding on December 31, 2021 1,540,141 $ 2.63 4.51 $ – Granted 545,454 2.63 4.00 – Exercised – – – – Outstanding on December 31, 2022 2,085,595 $ 2.63 3.55 $ – |
Schedule of assumptions | Schedule of assumptions 2022 2021 Expected volatility 624.41 97.04 Weighted-average volatility 1248.82 216.98 Expected dividends 0 0 Expected term (in years) 4 5 Risk-free interest rate 4.27 1.26 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income taxes | Schedule of deferred income taxes December 31, 2022 2021 Net operating loss carryforwards - Foreign $ 19,039,000 $ 18,580,000 Net operating loss carryforwards - U.S. 7,170,000 2,316,000 26,209,000 20,896,000 Valuation allowance (26,209,000 ) (20,896,000 ) Net deferred tax assets $ – $ – |
Schedule of effective income tax | Schedule of effective income tax Years Ended December 31, 2022 2021 U. S. federal statutory tax rate ( 21.0 ( 21.0 Difference between U.S. and U.K. tax rates 2.0% 2.0% Change in valuation allowance 19.0% 19.0% Effective tax rate 0.0% 0.0% |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 4,299,860 | $ 12,896,105 | |
Cash used in operating activities | 1,167,255 | 8,036,300 | |
Stockholders deficiency | 4,467,332 | 1,972,722 | $ (1,594,935) |
Cash | $ 372,507 | $ 406,526 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Cash) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash | $ 372,507 | $ 406,526 |
United Kingdom, Pounds | ||
Cash | 971 | 90,467 |
United States of America, Dollars | ||
Cash | $ 371,332 | $ 284,410 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details - Foreign Currency) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Translation rate at period end | 1.2098 | 1.3498 |
Translation rate - period average | 1.2327 | 1.3756 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | $ 275,782 | |
Estimated useful life of intangible assets | three years | |
Impairment charge | $ 186,584 | $ 0 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charge | $ 186,584 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer and office equipment | $ 43,098 | $ 36,194 |
Less accumulated depreciation | (31,682) | (28,801) |
Computer and office equipment, net | $ 11,416 | $ 7,393 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 11,691 | $ 15,599 |
Intellectual Property (Details
Intellectual Property (Details - Property) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | $ 225,962 | $ 213,181 |
Less: accumulated amortization | (225,962) | (197,887) |
Intellectual property, gross | 0 | 15,294 |
Intellectual property, net | 0 | 179,709 |
Internet Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived assets - internet domain names | $ 0 | $ 164,415 |
Intellectual Property (Detail_2
Intellectual Property (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 6,817 | $ 38,202 |
Intangible asset Impairment charge | 186,584 | $ 0 |
Impairment charge | $ 186,584 |
License Agreement (Details Narr
License Agreement (Details Narrative) | Dec. 15, 2022 USD ($) shares | Dec. 15, 2022 EUR (€) | Aug. 31, 2022 USD ($) |
Total payments under the agrrement | $ 600,000 | ||
Commercial Association Agreement [Member] | Fabulous Vegas Games S. A.de C. V [Member] | |||
Percentage of revenue generation | 8% | ||
Commercial Association Agreement [Member] | Game Interaction Group [Member] | Fabulous Vegas Games S. A.de C. V [Member] | |||
Minimum monthly fee under the agreement | € | € 9,000 | ||
License agreement intial payment | $ 150,000 | ||
Agreement specified form of payment | The Company is also obligated to make 19 monthly payments of $20,000, beginning in April 2023. | ||
Total payments under the agrrement | $ 300,000 | ||
License agreement amortization expense | 6,818 | ||
Agrrement payment | $ 293,183 | ||
Commercial Association Agreement [Member] | Game Interaction Group [Member] | Fabulous Vegas Games S. A.de C. V [Member] | Common Stock [Member] | |||
Number of shares issued | shares | 600,000 | ||
License agreement amortization period | 22 months | ||
Commercial Association Agreement [Member] | Game Interaction Group [Member] | Sportsbook [Member] | Fabulous Vegas Games S. A.de C. V [Member] | |||
Percentage of revenue generation | 12% | ||
Commercial Association Agreement [Member] | Game Interaction Group [Member] | Casino Games Skill Games Poker And Virtual Games [Member] | Fabulous Vegas Games S. A.de C. V [Member] | |||
Percentage of revenue generation | 3% |
Note Payable to Bank (Details -
Note Payable to Bank (Details - Debt maturities) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 11,517 |
2024 | 11,517 |
2025 | 11,517 |
2026 | 11,405 |
2027 | 0 |
Total payments | 45,956 |
Less current portion | 11,517 |
Debt maturity, noncurrent | $ 34,439 |
Note Payable to Bank (Details N
Note Payable to Bank (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 09, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt face amount | $ 1,824,176 | ||
Note payable to bank current | $ 11,517 | 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 | 831 | 1,090 | |
Note payable to bank | 45,956 | 58,909 | |
Note payable to bank current | $ 11,517 | $ 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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Secured Convertible Note Payable | ||
Secured Convertible Note payable, including accreted amount | $ 2,083,334 | $ 1,824,176 |
Valuation discount | (64,033) | (795,590) |
Secured convertible Note, net | $ 2,019,301 | $ 1,028,586 |
Secured Convertible Note Paya_4
Secured Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 29, 2023 | Nov. 08, 2022 | May 18, 2022 | Nov. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Gross proceeds from convertible debt | $ 0 | $ 1,500,000 | ||||
convertible note | 2,083,334 | 1,824,176 | ||||
Fair value of warrants recorded as debt discount | $ 735,167 | 0 | 735,167 | |||
Amortization of Debt Discount (Premium) | $ 72,385 | 106,244 | ||||
Debt Instrument, Unamortized Discount | 795,590 | |||||
Accretion on convertible note payable | 157,509 | |||||
Principal amount | $ 1,824,176 | |||||
Convertible Notes Payable [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Convertible note principal amount | 166,667 | |||||
convertible note | 901,834 | |||||
Convertible Note [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Principal amount | $ 1,666,666 | |||||
Penalty | $ 231,250 | |||||
Increase in interest rate | 18% | |||||
Secured Notes [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrants granted | 545,454 | |||||
Secured Notes [Member] | Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of share issued | 500,000 | |||||
Secured Notes [Member] | Discount On Warrants [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 136,418 | |||||
Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Gross proceeds from convertible debt | $ 1,500,000 | |||||
Original issue discount | 10% | |||||
Convertible note principal amount | $ 1,666,666 | |||||
Warrants granted | 727,273 | |||||
Warrant exercise price | $ 2.75 |
Loan Agreements (Details Narrat
Loan Agreements (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 24, 2023 | Apr. 07, 2022 | Apr. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,824,176 | ||||
Original issue discount | $ 795,590 | ||||
Purchase Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 277,778 | ||||
Gross proceeds from loan | $ 250,000 | ||||
Subordinated Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 134,211 | ||||
Gross proceeds from loan | $ 120,000 | ||||
Interest Expense, Debt | $ 14,211 | ||||
Subordinated Note [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Gross proceeds from loan | $ 100,000 | ||||
Additional borrowings | 111,111 | ||||
Original issue discount | $ 11,111 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease expense | $ 6,120 | $ 1,500 | |
Condominium Miami Florida [Member] | |||
Lease expiration date | Aug. 31, 2022 | ||
Monthly rent | $ 5,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Officer compensation | $ 648,698 | $ 728,757 |
Jason Drummond [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | 342,486 | 589,368 |
Julian Parge [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | 48,867 | 103,170 |
Steven Plumb [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | $ 257,345 | $ 36,219 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Officer compensation | $ 648,698 | $ 728,757 |
Due to related parties | 119,547 | 13,252 |
Jason Drummond [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | 342,486 | 589,368 |
Due to related parties | 119,547 | 13,252 |
Jason Drummond [Member] | Base Salary [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | $ 330,144 | |
Jason Drummond [Member] | Bonus [Member] | ||
Related Party Transaction [Line Items] | ||
Officer compensation | $ 259,224 |
Stockholders' Equity (Details -
Stockholders' Equity (Details - Warrants) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Warrants Outstanding, Beginning | 1,540,141 | 90,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.63 | $ 2.50 | |
Weighted average remaining contractual life, outstanding | 3 years 6 months 18 days | 4 years 6 months 3 days | 3 years 10 months 24 days |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 | |
Number of Warrants Granted | 545,454 | 1,450,141 | |
Weighted Average Exercise Price Granted | $ 2.63 | $ 3.13 | |
Weighted average remaining contractual life, granted | 4 years | 4 years 8 months 12 days | |
Aggregate intrinsic value, Granted | $ 0 | ||
Number of Warrants Exercised | 0 | 0 | |
Weighted Average Exercise Price Exercised | $ 0 | $ 0 | |
Aggregate intrinsic value, Exercised | $ 0 | ||
Number of Warrants Outstanding, Ending | 2,085,595 | 1,540,141 | 90,000 |
Weighted Average Exercise Price Outstanding, Ending | $ 2.63 | $ 2.63 | $ 2.50 |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details - Fair value assumptions) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Expected volatility | 624.41% | 97.04% |
Weighted-average volatility | 1,248.82% | 216.98% |
Expected dividends | 0% | 0% |
Expected term (in years) | 4 years | 5 years |
Risk-free interest rate | 4.27% | 1.26% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 03, 2021 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Jun. 30, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Oct. 20, 2021 | Aug. 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Nov. 06, 2020 | Oct. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 07, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||||
Dividend | $ 2,077,269 | $ 0 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 0 | 0 | 0 | ||||||||||||||
Secured Convertible Note Issuance [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Warrants issued, shares | 727,273 | ||||||||||||||||
Warrants issued, value | $ 735,167 | ||||||||||||||||
Clear Financial Solutions [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Periodic payment | $ 10,000 | ||||||||||||||||
Expiration | Aug. 16, 2022 | ||||||||||||||||
Clear Financial Solutions [Member] | Mr Plumb [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares grant | 30,000 | ||||||||||||||||
Fair market value of the stock grant | $ 67,500 | ||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares issued advertising campaign, shares | 8,401,500 | 8,401,500 | |||||||||||||||
Share price | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||
Dividend | $ 2,077,269 | $ 2,077,269 | |||||||||||||||
Securities Purchase Agreements [Member] | Investor [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares issued advertising campaign, shares | 8,309,077 | 8,309,077 | |||||||||||||||
Securities Purchase Agreements [Member] | Common Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares issued advertising campaign, shares | 92,423 | 92,423 | |||||||||||||||
Extension Of Due Date [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Warrants issued, shares | 545,454 | ||||||||||||||||
Warrants issued, value | $ 136,418 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Sale of stock price, per share | $ 3.25 | $ 3.25 | |||||||||||||||
Stock issued for services, shares | 65,800 | 1,480,000 | |||||||||||||||
Stock issued for services, value | $ 214,575 | $ 570,504 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Shares issued advertising campaign, shares | 50,000 | ||||||||||||||||
Shares issued advertising campaign, value | $ 112,500 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Proceed from sales stock | $ 1,539,825 | $ 25,000 | |||||||||||||||
Term | 5 years | ||||||||||||||||
Shares issued advertising campaign, shares | 538,694 | 10,000 | |||||||||||||||
Gross proceeds from sale of equity | $ 1,750,752 | ||||||||||||||||
Business Combination, Acquisition Related Costs | $ 210,927 | ||||||||||||||||
Warrant purchase | 40,175 | ||||||||||||||||
Warrant exercise price | $ 3.25 | ||||||||||||||||
Private Placement [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Proceed from sales stock | 905,150 | ||||||||||||||||
Payment of stock issuance fees | $ 65,000 | ||||||||||||||||
Shares issued advertising campaign, shares | 3,880,600 | ||||||||||||||||
Gross proceeds from sale of equity | $ 970,150 | ||||||||||||||||
Debt conversion shares issued | 80,000 | ||||||||||||||||
Warrants issued, shares | 3,960,600 | ||||||||||||||||
Accredited Investors [Member] | Private Placement [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares sold | 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 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for services, shares | 50,000 | 50,000 | |||||||||||||||
Stock issued for services, value | $ 125,000 | ||||||||||||||||
Consultant 2 [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Term | 1 year | ||||||||||||||||
Shares issued advertising campaign, shares | 200,000 | ||||||||||||||||
Stock issued for services, value | $ 500,000 | ||||||||||||||||
Consultant 3 [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Term | 1 year | ||||||||||||||||
Shares issued advertising campaign, shares | 333,334 | ||||||||||||||||
Shares issued advertising campaign, value | $ 833,335 | ||||||||||||||||
Initial non-refundable deposit | $ 20,000 | ||||||||||||||||
Big Bola [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Debt conversion shares issued | 540,000 | ||||||||||||||||
Stock issued for services, shares | 540,000 | ||||||||||||||||
Stock issued for services, value | $ 135,000 | ||||||||||||||||
Accrued fees | $ 135,000 | ||||||||||||||||
Fabulous Las Vegas [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for services, shares | 600,000 | ||||||||||||||||
Stock issued for services, value | $ 150,000 | ||||||||||||||||
Various Brokers And Finders [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Warrants issued, shares | 0 | 184,175 | |||||||||||||||
Certain Existing Shareholders [Member] | Antidilution And Favored Nation Clauses [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Warrants issued, shares | 538,693 | ||||||||||||||||
Warrants issued, value | $ 1,193,803 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred Taxes) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards - Foreign | $ 19,039,000 | $ 18,580,000 |
Net operating loss carryforwards - U.S. | 7,170,000 | 2,316,000 |
Total NOL carryforwards | 26,209,000 | 20,896,000 |
Valuation allowance | (26,209,000) | (20,896,000) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details - Effecti
Income Taxes (Details - Effective tax rate) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | 21% | 21% |
Difference between U.S. and U.K. tax rates | 2% | 2% |
Change in valuation allowance | 19% | 19% |
Effective tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 7,170,000 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 19,039,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 14, 2022 | Aug. 14, 2022 | Jul. 14, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 20, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Advertising and marketing | $ 108,659 | $ 5,693,017 | ||||||||||
Authorized sgares increased | 400,000,000 | |||||||||||
Pre production payment commitment | $ 600,000 | |||||||||||
Participation fee | $ 20,000 | $ 20,000 | $ 20,000 | $ 40,000 | $ 40,000 | $ 40,000 | ||||||
Big Bola [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument amount converted | $ 134,669 | |||||||||||
Debt instrument shares issued | 540,000 | |||||||||||
Participation fee | $ 120,000 | |||||||||||
Accounts payable and accrued expenses | 400,000 | |||||||||||
Big Bola [Member] | Maturity Less than 30 Days [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Participation fee | $ 40,000 | $ 40,000 | $ 40,000 | |||||||||
Canelo Sponsorship Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Advertising and marketing | $ 1,600,000 |