Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-40334 | |
Entity Registrant Name | EBET, Inc. | |
Entity Central Index Key | 0001829966 | |
Entity Tax Identification Number | 85-3201309 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 197 E. California Ave. Ste. 302 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89104 | |
City Area Code | (888) | |
Local Phone Number | 411-2726 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | EBET | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,666,830 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 7,051,815 | $ 9,064,859 |
Accounts receivable, net | 1,732,097 | 21,636 |
Prepaid expenses and other current assets | 1,504,086 | 690,637 |
Right of use asset, operating lease, current portion | 171,819 | 170,512 |
Total current assets | 10,459,817 | 9,947,644 |
Long term assets: | ||
Fixed assets, net | 924,692 | 85,334 |
Right of use asset, operating lease | 76,971 | 172,915 |
Intangible assets - license agreement, net | 1,308,846 | 1,616,088 |
Intangible assets - domain names, net | 2,249,033 | 2,240,510 |
Goodwill | 34,912,645 | 0 |
Acquired intangibles, net | 34,889,210 | 0 |
Total assets | 84,821,214 | 14,062,491 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 8,114,433 | 1,721,103 |
Current lease liabilities | 171,818 | 170,511 |
Derivative liabilities | 66,457 | 0 |
Borrowings | 1,906,894 | 1,396,133 |
Liabilities to users | 1,019,482 | 58,789 |
Total current liabilities | 11,279,084 | 3,346,536 |
Long-Term Liabilities | ||
Borrowings | 32,686,431 | 463,925 |
Total liabilities | 43,965,515 | 3,810,461 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' equity: | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 39,551 and 0 issued and outstanding as of March 31, 2022 and September 30, 2021, respectively | 40 | 0 |
Common stock; $0.001 par value, 100,000,000 shares authorized,14,416,830 and 13,315,414 shares issued and outstanding as of March 31, 2022 and September 30, 2021, respectively | 14,416 | 13,315 |
Additional paid-in capital | 80,979,465 | 26,834,354 |
Accumulated other comprehensive (deficit) income | (915,486) | 53,911 |
Accumulated deficit | (39,222,736) | (16,649,550) |
Total stockholders’ equity | 40,855,699 | 10,252,030 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 84,821,214 | $ 14,062,491 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 39,551 | 0 |
Preferred stock, shares outstanding | 39,551 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,416,830 | 13,315,414 |
Common stock, shares outstanding | 14,416,830 | 13,315,414 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 19,002,588 | $ 33,834 | $ 26,142,515 | $ 44,628 |
Cost of revenue | (12,009,596) | (12,465) | (16,618,683) | (24,724) |
Gross profit | 6,992,992 | 21,369 | 9,523,832 | 19,904 |
Operating expenses: | ||||
Sales and marketing expenses | 9,474,087 | 234,691 | 13,448,872 | 273,944 |
Product and technology expenses | 1,139,914 | 603,445 | 2,155,162 | 1,109,380 |
Acquisition costs | 1,190 | 0 | 2,240,147 | 0 |
General and administrative expenses | 5,446,776 | 1,189,410 | 8,591,195 | 2,783,121 |
Total operating expenses | 16,061,967 | 2,027,546 | 26,435,376 | 4,166,445 |
Income (loss) from operations | (9,068,975) | (2,006,177) | (16,911,544) | (4,146,541) |
Other expenses: | ||||
Interest expense | (2,764,819) | (367,214) | (3,741,237) | (967,620) |
Foreign currency loss | (7,277) | (2,269) | (69,328) | (12,230) |
Total other expense | (2,772,096) | (369,483) | (3,810,565) | (979,850) |
Loss before provision for income taxes | (11,841,071) | (2,375,660) | (20,722,109) | (5,126,391) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (11,841,071) | (2,375,660) | (20,722,109) | (5,126,391) |
Preferred stock dividends | (1,367,260) | 0 | (1,851,077) | 0 |
Net loss attributable to common shareholders | $ (13,208,331) | $ (2,375,660) | $ (22,573,186) | $ (5,126,391) |
Net loss per common share – basic and diluted | $ (0.93) | $ (0.22) | $ (1.61) | $ (0.52) |
Weighted average common shares outstanding – basic and diluted | 14,236,755 | 10,587,654 | 13,980,720 | 9,878,185 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 7,340 | $ 3,053,660 | $ (1,449,526) | $ 1,611,474 | ||
Beginning balance, shares at Sep. 30, 2020 | 7,340,421 | |||||
Shares issued for cash, net | $ 2,000 | 3,646,071 | 3,648,071 | |||
Shares issued for cash net, shares | 2,000,000 | |||||
Stock-based compensation | $ 683 | 1,321,343 | 1,322,026 | |||
Stock-based compensation, shares | 683,334 | |||||
Shares issued due to conversion of notes payable | $ 375 | 187,125 | 187,500 | |||
Shares issued due to conversion of notes payable, shares | 375,000 | |||||
Stock warrants issued for asset acquisition | 57,252 | 57,252 | ||||
Net loss | (2,750,731) | (2,750,731) | ||||
Ending balance, value at Dec. 31, 2020 | $ 10,398 | 8,265,451 | (4,200,257) | 4,075,592 | ||
Ending balance, shares at Dec. 31, 2020 | 10,398,755 | |||||
Beginning balance, value at Sep. 30, 2020 | $ 7,340 | 3,053,660 | (1,449,526) | 1,611,474 | ||
Beginning balance, shares at Sep. 30, 2020 | 7,340,421 | |||||
Net loss | (5,126,391) | |||||
Ending balance, value at Mar. 31, 2021 | $ 10,649 | 9,684,886 | (6,575,917) | 3,119,618 | ||
Ending balance, shares at Mar. 31, 2021 | 10,648,769 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 10,398 | 8,265,451 | (4,200,257) | 4,075,592 | ||
Beginning balance, shares at Dec. 31, 2020 | 10,398,755 | |||||
Shares issued for cash, net | $ 251 | 719,435 | 719,686 | |||
Shares issued for cash net, shares | 250,014 | |||||
Stock-based compensation | 700,000 | 700,000 | ||||
Net loss | (2,375,660) | (2,375,660) | ||||
Ending balance, value at Mar. 31, 2021 | $ 10,649 | 9,684,886 | (6,575,917) | 3,119,618 | ||
Ending balance, shares at Mar. 31, 2021 | 10,648,769 | |||||
Beginning balance, value at Sep. 30, 2021 | $ 13,315 | 26,834,354 | 53,911 | (16,649,550) | 10,252,030 | |
Beginning balance, shares at Sep. 30, 2021 | 13,315,414 | |||||
Shares & warrants issued for cash, net | $ 38 | 37,699,962 | 37,700,000 | |||
Shares and warrants issued for cash, net, shares | 37,700 | |||||
Shares issued to Aspire Global plc | $ 187 | 13,326,565 | 13,326,752 | |||
Shares issued to Aspire Global plc, shares | 186,838 | |||||
Cashless exercise of warrants | $ 244 | (244) | ||||
Cashless exercise of warrants, shares | 244,346 | |||||
Shares issued for conversion of debt | $ 423 | 112,077 | 112,500 | |||
Shares issued for conversion of debt, shares | 423,141 | |||||
Exercise of stock options for cash | $ 2 | 5,998 | 6,000 | |||
Exercise of stock options for cash, shares | 2,000 | |||||
Stock-based compensation | $ 20 | 1,435,296 | 1,435,316 | |||
Stock-based compensation, shares | 20,000 | |||||
Preferred share dividends | 483,817 | (483,817) | ||||
Preferred Stock Dividends, Shares | 484 | |||||
Issuance costs | (2,100,000) | (2,100,000) | ||||
Net loss | (8,881,038) | (8,881,038) | ||||
Comprehensive income | 187,428 | 187,428 | ||||
Ending balance, value at Dec. 31, 2021 | $ 14,191 | $ 38 | 77,797,825 | 241,339 | (26,014,405) | 52,038,988 |
Ending balance, shares at Dec. 31, 2021 | 14,191,739 | 38,184 | ||||
Beginning balance, value at Sep. 30, 2021 | $ 13,315 | 26,834,354 | 53,911 | (16,649,550) | 10,252,030 | |
Beginning balance, shares at Sep. 30, 2021 | 13,315,414 | |||||
Net loss | (20,722,109) | |||||
Ending balance, value at Mar. 31, 2022 | $ 14,416 | $ 40 | 80,979,465 | (915,486) | (39,222,736) | 40,855,699 |
Ending balance, shares at Mar. 31, 2022 | 14,416,830 | 39,551 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 14,191 | $ 38 | 77,797,825 | 241,339 | (26,014,405) | 52,038,988 |
Beginning balance, shares at Dec. 31, 2021 | 14,191,739 | 38,184 | ||||
Cashless exercise of warrants and RSU | $ 225 | (225) | ||||
Cashless exercise of warrants and RSU, shares | 225,091 | |||||
Stock-based compensation | 1,814,607 | 1,814,607 | ||||
Preferred share dividends | $ 2 | 1,367,258 | (1,367,260) | |||
Preferred Stock Dividends, Shares | 1,367 | |||||
Net loss | (11,841,071) | (11,841,071) | ||||
Comprehensive income | (1,156,825) | (1,156,825) | ||||
Ending balance, value at Mar. 31, 2022 | $ 14,416 | $ 40 | $ 80,979,465 | $ (915,486) | $ (39,222,736) | $ 40,855,699 |
Ending balance, shares at Mar. 31, 2022 | 14,416,830 | 39,551 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flow from operating activities: | ||
Net loss | $ (20,722,109) | $ (5,126,391) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount, issuance costs | 1,368,188 | 867,593 |
Depreciation and amortization expense | 2,795,880 | 12,346 |
Stock-based compensation | 3,249,923 | 2,022,026 |
Gain on cryptocurrency settlement | 0 | (35,140) |
Derivative (gain)/loss | 73,083 | 0 |
Foreign exchange (gain)/loss | (216,678) | 50,932 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,711,122) | (35,251) |
Prepaid expenses and other | (717,505) | (91,220) |
Accounts payable and accrued liabilities | 7,301,761 | 426,368 |
Accounts payable - related parties | 2,340 | |
Liabilities to users | 960,693 | 32,924 |
Net cash used in operating activities | (7,617,886) | (1,873,473) |
Cash flow from investing activities: | ||
Purchase of fixed assets | (902,469) | (90,899) |
Cash paid for business combinations | (56,229,526) | 0 |
Purchase of other long term assets | 0 | (133,770) |
Net cash used by investing activities | (57,131,995) | (224,669) |
Cash flow from financing activities: | ||
Proceeds from debt issuance, net of issuance costs | 27,130,837 | 0 |
Proceeds from equity issuance, net of issuance costs | 35,606,000 | 4,367,757 |
Net cash provided by financing activities | 62,736,837 | 4,367,757 |
NET CHANGE IN CASH | (2,013,044) | 2,269,615 |
CASH AT BEGINNING OF PERIOD | 9,064,859 | 0 |
CASH AT END OF PERIOD | 7,051,815 | 2,269,615 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,427,915 | 0 |
Non-cash transactions | ||
Preferred shares issued for dividends | 1,851,077 | 0 |
Stock warrants issued in connection with Senior Notes | 7,661,382 | 0 |
Stock issued for conversion of notes payable | $ 112,500 | $ 0 |
ORGANIZATION, NATURE OF OPERATI
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | 6 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN Organization EBET, Inc. (“EBET” or “the Company”) was formed on September 24, 2020 as a Nevada corporation. EBET is a technology company creating and operating platforms focused on esports and competitive gaming. The Company operates under a Curacao gaming sublicense and can provide online betting services to various countries around the world. On May 5, 2022, the Company changed its name to EBET, Inc. from Esports Technologies, Inc. On September 24, 2020, ESEG Limited (“ESEG”) was acquired by Global E-Sports Entertainment Group, LLC (“Global E-Sports”) in exchange for 50% of the membership interest in Global E-Sports held by the former owners of ESEG. The remaining 50% interest of Global E-Sports is held by EBET. Prior to this transaction both ESEG and Global E-Sports shared common ownership. This transaction was accounted for as a combination of entities under common control and as such both operations have been combined from their inception. In addition, on September 24, 2020, EBET executed a Share Exchange Agreement (“Share Exchange”) resulting in the acquisition of 100 7,340,421 Pursuant to the Share Exchange, the merger between Global E-Sports and the Company was accounted for as a reverse merger. Under this method of accounting, EBET was treated as the “acquired” company for financial reporting purposes. The net assets of Global E-Sports are stated at historical cost, with no goodwill or other intangible assets recorded. Acquisition of the B2C business of Aspire Global plc On October 1, 2021, the Company, and Esports Product Technologies Malta Ltd. (“Esports Malta”) entered into a Share Purchase Agreement (the “Acquisition Agreement”) with Aspire Global plc, (“Aspire”) and various Aspire group companies to acquire all of the issued and outstanding shares of Karamba Limited. The total acquisition price was € 65,000,000 50,000,000 10,000,000 5,000,000 Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and generated negative cash flows from operations since inception. In April 2021, the Company completed its Initial Public Offering (“IPO”) and issued 2,400,000 14,400,000 13,514,200 Impact of COVID-19 The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread, has severely impacted the U.S. and world economies. Economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for the Company’s products and the Company’s operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include: (i) changing demand for the Company’s online betting products; and (ii) increasing contraction in the capital markets. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the consolidated financial statements are as follows: Basis of Presentation The accompanying unaudited financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2021 included in our Form 10-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Business combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC 805, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation of the acquired business and involve management making significant estimates and assumptions. Accounts Receivable Accounts receivables are recorded at amortized cost, less any allowance for doubtful accounts. Accounts receivable consists primarily of amounts due from our platform provider. Intangible Assets Other Intangible Assets The Company’s other intangible assets consist of customer relationships, trademarks and internet domain names. Certain intangible assets have a defined useful life and others are classified as indefinite-lived intangible assets. Other intangible assets with a defined useful life are amortized over their estimated useful economic lives on a straight-line basis. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. See Note 3 for intangible assets acquired in a business acquisition transaction. Liabilities to Users The Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. Impairment of Long-Lived Assets Long-lived assets consist of software and equipment, finite-lived acquired intangible assets, such as license agreements, and indefinite-lived assets such as internet domain names. Long-lived assets are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected undiscounted future cash flows are less than the asset’s carrying amount. Leases The Company accounts for leases under ASC 842. The Company assesses whether a contract contains a lease on its execution date. If the contract contains a lease, lease classification is assessed upon its commencement date under ASC 842. For leases that are determined to qualify for treatment as operating leases, rent expense is recognized on a straight-line basis over the lease term. Leases that are determined to qualify for treatment as finance leases recognize interest expense as determined using the effective interest method with corresponding amortization of the right-of-use assets. For leases with terms of 12 months and greater, an asset and liability are initially recorded at an amount equal to the present value of the unpaid lease payments over the lease term. In determining the lease term for each lease, the Company includes options to extend the lease when it is reasonably certain that the option will be exercised. The Company uses the interest rate implicit in the lease, when known, or its estimated incremental borrowing rate, which is derived from information available at the lease commencement date including prevailing financial market conditions, in determining the present value of the unpaid lease payments. 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 No single customer exceeded more than 10% of revenue during the three months ended March 31, 2022 and 2020. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue. Performance Obligations The Company operates an online betting platform allowing users to place wagers on a variety of live sporting events and esports events. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated to affiliates are recorded as a reduction to gross gaming revenue. Cost of Revenue Cost of revenue consists of third-party costs associated with the betting software platform and gaming taxes. Sales and Marketing Expenses Sales and marketing expenses consist primarily of expenses associated with customer related acquisition costs, advertising and related software, strategic league and team partnerships and costs related to free to play contests, and the compensation of sales and marketing personnel, including stock-based compensation expenses. Advertising costs are expensed as incurred. Advertising costs incurred was $ 434,465 0 Product and Technology Expenses Product and technology expenses consist primarily of expenses which are not subject to capitalization or otherwise classified within Cost of Revenue. Product and Technology expenses include software licenses, depreciation of hardware and software and costs related to the compensation of product and technology personnel, including stock-based compensation. General and Administrative Expenses General and administrative expenses include costs related to the compensation of the Company’s administrative functions, insurance costs, professional fees and consulting expense. Income Taxes Deferred taxes are determined utilizing the "asset and liability" method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to and asset or liability based on the expected reversal dates of the specific temporary differences. Fair value of financial instruments The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Foreign Currency The Company’s reporting currency is the U.S. Dollar. Certain subsidiaries of the Company have a functional currency other than the U.S. Dollar, and are translated to the Company’s reporting currency at each reporting date. Non-monetary items are translated at historical rates. Monetary assets and liabilities are translated from British pounds and Euro into U.S. Dollars, at the period-end exchange rate, while foreign currency expenses are translated at the exchange rate in effect on the date of the transaction. The net effect of translation is reflected as other comprehensive income. The gains or losses on transactions denominated in currencies other than an entity’s functional currency are included in the consolidated statement of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its book value, an unanticipated change in competition of the Company’s market share and a significant change in the Company’s strategic plans. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 - BUSINESS COMBINATIONS Acquisition of the B2C business of Aspire Global plc On October 1, 2021, in order to accelerate the growth and expand market access for our esports product offerings, the Company and Esports Malta entered into the “Acquisition Agreement” with Aspire, Aspire Global International Limited, AG Communications Limited, Aspire Global 7 Limited (collectively the “Aspire Related Companies”), and Karamba Limited (“Karamba”) whereby Esports Malta acquired all of the issued and outstanding shares of Karamba. The total acquisition price, paid at the closing of the acquisition of the Karamba shares, was € 65,000,000 50,000,000 10,000,000 5,000,000 The Note provides for an interest rate of 10% per annum. The maturity date of the Note is the earlier of that date which is four years from the issuance date or a liquidity event. The Note requires repayment of the principal amount plus any accrued interest in three equal installments, payable annually starting on the second anniversary after issuance. No interest payment shall be due until that date which is the last day of the end of the second anniversary of issuance should the Note remain unpaid at such time. Should the Note remain unpaid at the second anniversary, the total accrued interest due at that time shall be paid at the second-year anniversary for accrued interest for the period from the issuance date through the second-year anniversary date. Thereafter, and on each anniversary date thereafter, the interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15.0 million under the credit agreement with CP BF Lending, LLC entered into in connection with the acquisition (See Note 4 – Borrowings – Senior Notes, then then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into fully-paid and non-assessable shares of common stock of the Company at a price per share based on the weighted-average per-share price for the ten days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $18.00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of common stock shares that may be issued to Aspire upon any such conversion in the aggregate shall be 650,000 shares (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof). The acquired assets were recorded at their estimated fair values. The purchase price allocation is preliminary, and as additional information becomes available, the Company may further revise the preliminary purchase price allocation, including the fair value of identified intangible assets, during the remainder of the measurement period, which will not exceed 12 months from the closing of the acquisition. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. Any such adjustments may be material. The purchase price of this acquisition was allocated on a preliminary basis as follows: Schedule of allocation of purchase price Fair Value Trademarks $ 21,836,528 Customer relationships 16,162,202 Goodwill 35,620,270 Total $ 73,619,000 Useful life is the period over which an asset is expected to add to the future cash flows of an entity. Useful life for identifiable assets is generally estimated using a modified straight-line method or a usage period. The Company has determined that the useful life of the trademarks vary from 5 years to an indefinite life and determined that the useful life of the Customer Relationships was three years. Goodwill represents the excess of the gross considerations transferred over the fair value of the underlying net assets acquired and liabilities assumed. Goodwill recognized is not deductible for local tax purposes. Upon completing the acquisition of Aspire, the company incurred the following costs: Schedule of acquisition costs Debt issuance costs 2,869,163 Equity issuance costs 2,100,000 Transaction expenses 2,615,098 Total acquisition expenses $ 7,584,261 Debt issuance costs relate to costs associated with acquiring the loan from the CP BF Lending LLC. These have been recorded as reduction of the face value of the debt and are amortized over the life of the loan. Equity issuance costs relate to the costs associated with the private placement. These have been recorded as reduction of the equity proceeds. Transactions costs relate to all direct and indirect costs associated with the acquisition, and expensed as incurred. |
BORROWINGS
BORROWINGS | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
BORROWINGS | NOTE 4 – BORROWINGS The following is a summary of borrowings outstanding as at March 31, 2022 and September 30, 2021: Schedule of borrowings outstanding March 31, 2022 September 30, 2021 Contractual Interest Principal outstanding balance Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount rate Cur Local USD USD USD USD USD USD USD USD Senior notes 15% USD 30,000,000 30,000,000 (7,150,623 ) (1,750,134 ) 21,099,243 – – – – Note due to Aspire 10 EUR 10,000,000 11,101,000 – – 11,101,000 – – – – Convertible notes 10 USD 1,906,894 1,906,894 – – 1,906,894 1,912,500 (516,366 ) – 1,396,134 Other 0 USD 675,000 675,000 (188,812 ) – 486,188 675,000 (211,076 ) – 463,924 Total borrowings 43,682,894 (7,339,435 ) (1,750,134 ) 34,593,325 2,587,500 (727,442 ) – 1,860,058 Current 1,906,894 1,396,133 Long-term 32,686,431 463,925 Total borrowings 34,593,325 1,860,058 Senior Notes On November 29, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to the Company of $ 30,000,000 750,000 The Loan matures in 36 months, provided that the Company may receive two 12-month extensions of the maturity date by paying to the Lender (1) an extension fee equal to 1.0% of the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses for appraisals, collateral exams and audits, and legal counsel. The foregoing extension right is subject to, among other items, (i) the Loan not being in default, (ii) the representations and warranties contained in Credit Agreement being true and correct; and (iii) the Lender granting its written approval thereof in its sole discretion. The Loan may be prepaid by the Company at any time. In addition, the Credit Agreement provides that in the event there shall be excess cash flow from the Aspire Business (as such concept is defined in the Credit Agreement) for any calendar month, commencing with the month ended December 31, 2022, the Company shall apply such excess cash flow amount to prepay the outstanding principal balance of the Loan; provided that no such prepayment shall be required once the unpaid principal balance of the Loan has been reduced to $15,000,000. The Credit Agreement requires the Company to meet certain financial covenants commencing March 31, 2022. The Loan is secured by all of the assets of the Company and its subsidiaries. The Loan may be accelerated by the Lender upon an event of default, which in addition to customary events of default include: (i) if (1) any of the Company or its subsidiaries shall fail to maintain in full force and effect any gaming approval (as defined in the Credit Agreement) required for the operation of its business or (2) any gaming regulator shall impose any condition or limitation on any of the foregoing entities that could be reasonably expected to have a material adverse effect; or (ii) the suspension from trading or failure of the Company’s common stock to be trading or listed on the Nasdaq exchange for a period of three consecutive trading days. As of March 31, 2022, the Company had not maintained compliance with the covenants of the Senior Notes and obtained a waiver from its lender which waiver is contingent on the completion of an equity raise of $3.5 million prior to May 31, 2022. In consideration for obtaining a waiver from the compliance with certain covenants, the Company has agreed to amend the Senior Notes such that $5 million of principle loan balance becomes convertible at the effective average share price (giving effect to any warrants or other economic consideration) from which the Company raises the first $10,000,000 of common equity through one or more qualified equity offerings immediately following the receipt of the foregoing $3.5 million. In connection with the Loan, the Company issued the Lender a warrant (the “Lender Warrant”) to purchase 1,567,840 Note due to Aspire The Note provides for an interest rate of 10% per annum. The maturity date of the Note will be the earlier of that date which is four years from the issuance date or a liquidity event. The Note will require repayment of the principal amount plus any accrued interest in three equal installments, payable annually starting on the second anniversary after issuance. No interest payment shall be due until that date which is the last day of the end of the second-year anniversary of issuance should the Note remain unpaid at such time. Should the Note remain unpaid at the second-year anniversary, the total accrued interest due at that time shall be paid at the second year anniversary for accrued interest for the period from the issuance date through the second year anniversary date. Thereafter, and on each annual anniversary date thereafter, the interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15,000,000 under the Credit Agreement, then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock of the Company at a price per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $18.00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of shares of common stock that may be issued to Aspire upon any such conversion in the aggregate shall be 650,000 shares (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof). Convertible Notes and other On September 1, 2020, ESEG entered into three promissory notes, with a combined principal amount of $ 2,100,000 10 March 1, 2022 675,000 2,015,000 265,779 The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85 0 0.26 five 2,100,000 187,500 375,000 826,189 1,086,311 116,774 1,187,913 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY The Company is currently authorized to issue up to 100,000,000 0.001 10,000,000 0.001 Acquisition of the B2C segment of Aspire Global plc On October 1, 2021, in connection with the Acquisition, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such Investors, simultaneous with the closing of the Acquisition Agreement, an aggregate of 37,700 1,000.00 37,700,000 Pursuant to the Subscription Agreement, the Company has obtained shareholder approval of the conversion of the Preferred Stock and Warrants into Company common stock in compliance with the rules and regulations of the Nasdaq Stock Market (“Shareholder Approval”). The Preferred Stockholders are entitled to receive dividends, at a rate of 14.0% per annum, which shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance date. With limited exceptions, the Preferred Stockholders will have no voting rights. The dividends can be paid in either cash or in the issuance of additional preferred shares. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company available to shareholders, an amount equal to the greater of: (i) the purchase price for each share of Preferred Stock then held, or (ii) the amount the holders would have received had the holders fully converted the Preferred Stock to Company common stock, in each case, before any distribution or payment shall be made to the holders of the Company’s common stock. The Preferred Stock is convertible into Company common stock at an initial conversion price of $28.00 per share (“Conversion Price”); provided that the Conversion Price is subject to anti-dilution protection upon any subsequent transaction at a price lower than the Conversion Price then in effect. In addition, nine months from the issuance date (the “Adjustment Date”), the Conversion Price shall be adjusted to the lesser of: (i) the Conversion Price in effect on the Adjustment Date, or (ii) 85% of the average closing price of the Company’s common stock for the fifteen trading days prior to the Adjustment Date. If the Company’s EBITDA is equal to or greater than $2.0 million for the quarter ending March 31, 2022, then no adjustment pursuant to the foregoing sentence will cause the Conversion Price to be less than $20.00. The Warrants are exercisable and expire on the fifth anniversary thereafter. The Warrants will initially be exercisable at an exercise price of $30.00 per share, provided that the exercise price is subject to anti-dilution protection upon any subsequent transaction at a price lower than the exercise price then in effect. The Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the ordinary shares underlying the Warrants. The holders of the Preferred Stock and Warrants will not have the right to convert or exercise any portion of the Preferred Stock and Warrants to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99% of the Company’s common stock outstanding immediately after giving effect to such conversion or exercise. Shares issued in the prior year During the three months ended December 31, 2020, the Company received gross cash proceeds of $ 4,000,000 2,000,000 351,929 173,625 2.00 228,500 In January 2021, the Company sold 250,014 750,042 30,314 8,750 3 5 228,500 In April 2021, the Company completed its IPO and issued 2,400,000 14,400,000 13,514,200 885,800 168,000 five 7.20 5,474,076 2020 Stock Plan In December 2020, the Company adopted the 2020 Stock Plan, or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants. Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes. The number of shares of the common stock that may be issued under the 2020 Plan is 4,000,000 3,868,098 131,902 Common Stock Awards During the six months ended March 31, 2022, the Company agreed to award a total of 381,100 During the six months ended March 31, 2022, the Company recognized a total of $ 2,281,520 9,981,520 Warrants As discussed above, the Company has issued common stock warrants in connection with its fundraising activities to preference shareholders, its lender and convertible notes issued during the six months ended March 31, 2022. The following table summarizes warrant activity during the six months ended March 31, 2022: Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Outstanding at September 30, 2021 2,199,541 $ 0.93 4.04 Granted 3,697,225 27.82 4.67 Cancelled – – – Expired – – – Exercised (711,375 ) (2.21 ) ( 3.73 ) Outstanding at March 31, 2022 5,185,391 $ 19.92 4.49 Exercisable at March 31, 2022 5,185,391 $ 19.92 4.49 At March 31, 2022, the outstanding and exercisable common stock warrants had an estimated intrinsic value of $ 9,579,541 2 28.95 0 0.18 1.18 2.5 5 0.25 28 42.14 Options The following table summarizes option activity during the three months ended March 31, 2022: Schedule of option activity Common Stock Options Shares Weighted Weighted Outstanding at September 30, 2021 2,344,348 $ 2.57 8.39 Granted 154,000 11.78 9.20 Cancelled (23,000 ) (5.57 ) 9.76 Expired – – – Exercised – – – Outstanding at March 31, 2022 2,475,348 $ 3.12 8.34 Exercisable at March 31, 2022 1,143,348 $ 0.93 8.45 During the six months ended March 31, 2022, the Company recognized stock-based compensation expense of $ 968,401 6,645,579 4,996,713 The Company estimated the fair value of the stock options awarded using a Black-Scholes option pricing model and the following assumptions: 1) stock price of $ 3 31.33 0 0.85 1.20 3.5 6.25 0.25 31.33 42.14 |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 6 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
LONG-LIVED ASSETS | NOTE 6 – LONG-LIVED ASSETS Fixed Assets The Company’s fixed assets consisted of the following as of March 31, 2022 and September 30, 2021: Schedule of fixed assets March 31, 2022 September 30, 2021 Software $ 677,287 $ 214,996 Furniture and fixtures 418,976 – Total fixed assets 1,096,263 214,996 Accumulated depreciation (171,571 ) (129,662 ) Fixed assets, net $ 924,692 $ 85,334 On November 5, 2020, the Company entered into an asset purchase agreement with a third party to acquire certain proprietary technology data. The Company made a cash payment of $ 61,425 32,000 0.25 five 57,252 118,677 110,000 100,000 The software costs above relate to acquired components of the Company’s new platform which is being depreciated over an expected useful life. Intangible Assets On September 1, 2020, the Company’s wholly-owned subsidiary, ESEG, entered into domain purchase agreements to acquire the rights to certain domain names from third parties. The cost to acquire the domain names was $ 2,239,606 2,100,000 March 1, 2022 10 675,000 September 1, 2025 535,394 License Agreement On October 1, 2020, the Company entered into an option agreement which gave the Company rights to acquire a license for proprietary technology related to online betting. The Company paid $ 133,770 286,328 65,000 1,456,650 1,876,748 156,396 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES On September 2, 2020, the Company entered into a financial advisor agreement with Boustead Securities LLC, the representative of the underwriters in the Company’s initial public offering, to provide services related to fundraising on the Company’s planned public listing. The Company agreed to pay the financial advisor a success fee of 4% of any gross proceeds from any debt financing, and a 7% success fee related to any equity or convertible debt financing, subject to customary approval by the regulatory authorities. In April 2021, the Company completed its IPO and issued 2,400,000 14,400,000 885,800 168,000 7.20 5 On September 26, 2020, the Company entered into a consulting agreement with a registered foreign broker dealer for fundraising services and paid 10% of any gross proceeds through capital raises from non-US investors introduced by the consultant, up to a maximum payment to the consultant of $ 200,000 2.00 62,386 Financial Advisor’s Claims Subsequent to quarter end, the Company’s previous financial advisors (together, “Advisor”) have alleged a breach by the Company over the termination of the engagement and timing of the payment and amount of the fees. The fees the Company expects to pay are accrued in the accompanying balance sheet. The Company disputes the allegations of the Advisor. The Company and the Advisor are currently seeking a resolution to this dispute, but there is no certainty that the parties will amicably resolve this matter. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | NOTE 8 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. Common shares issuable under convertible debt, stock options and common stock warrants were excluded from the calculation of diluted net loss per share due to their antidilutive effect. Schedule of earnings per share Three Months Ended Six Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Numerator Net income (loss) $ (11,841,071 ) $ (2,375,660 ) $ (20,722,109 ) $ (5,126,391 ) Preferred stock dividends (1,367,260 ) – (1,851,077 ) – Net income (loss) attributable to common stockholders $ (13,208,331 ) $ (2,375,660 ) $ (22,573,186 ) $ (5,126,391 ) Denominator Basic and diluted weighted average common shares 14,236,755 10,587,654 13,980,720 9,878,185 Basic and diluted net income (loss) per common share $ (0.93 ) $ (0.22 ) $ (1.61 ) $ (0.52 ) |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 9 – SUBSEQUENT EVENT As disclosed in Note 4, the Company had not maintained compliance with the covenants of the Senior Notes and obtained a waiver from its lender which waiver is contingent on the completion an equity raise of $3.5 million prior to May 31, 2022. In consideration for obtaining a waiver from the compliance with certain covenants, the Company has agreed to amend the Senior Notes such that $5 million of principle loan balance becomes convertible at the effective average share price (giving effect to any warrants or other economic consideration) from which the Company raises the first $10,000,000 of common equity through one or more qualified equity offerings immediately following the receipt of the foregoing $3.5 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2021 included in our Form 10-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. |
Business combinations | Business combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC 805, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation of the acquired business and involve management making significant estimates and assumptions. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at amortized cost, less any allowance for doubtful accounts. Accounts receivable consists primarily of amounts due from our platform provider. |
Intangible Assets | Intangible Assets Other Intangible Assets The Company’s other intangible assets consist of customer relationships, trademarks and internet domain names. Certain intangible assets have a defined useful life and others are classified as indefinite-lived intangible assets. Other intangible assets with a defined useful life are amortized over their estimated useful economic lives on a straight-line basis. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. See Note 3 for intangible assets acquired in a business acquisition transaction. |
Liabilities to Users | Liabilities to Users The Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of software and equipment, finite-lived acquired intangible assets, such as license agreements, and indefinite-lived assets such as internet domain names. Long-lived assets are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected undiscounted future cash flows are less than the asset’s carrying amount. |
Leases | Leases The Company accounts for leases under ASC 842. The Company assesses whether a contract contains a lease on its execution date. If the contract contains a lease, lease classification is assessed upon its commencement date under ASC 842. For leases that are determined to qualify for treatment as operating leases, rent expense is recognized on a straight-line basis over the lease term. Leases that are determined to qualify for treatment as finance leases recognize interest expense as determined using the effective interest method with corresponding amortization of the right-of-use assets. For leases with terms of 12 months and greater, an asset and liability are initially recorded at an amount equal to the present value of the unpaid lease payments over the lease term. In determining the lease term for each lease, the Company includes options to extend the lease when it is reasonably certain that the option will be exercised. The Company uses the interest rate implicit in the lease, when known, or its estimated incremental borrowing rate, which is derived from information available at the lease commencement date including prevailing financial market conditions, in determining the present value of the unpaid lease payments. |
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 No single customer exceeded more than 10% of revenue during the three months ended March 31, 2022 and 2020. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue. |
Performance Obligations | Performance Obligations The Company operates an online betting platform allowing users to place wagers on a variety of live sporting events and esports events. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on. Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated to affiliates are recorded as a reduction to gross gaming revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of third-party costs associated with the betting software platform and gaming taxes. |
Sales and Marketing Expenses | Sales and Marketing Expenses Sales and marketing expenses consist primarily of expenses associated with customer related acquisition costs, advertising and related software, strategic league and team partnerships and costs related to free to play contests, and the compensation of sales and marketing personnel, including stock-based compensation expenses. Advertising costs are expensed as incurred. Advertising costs incurred was $ 434,465 0 |
Product and Technology Expenses | Product and Technology Expenses Product and technology expenses consist primarily of expenses which are not subject to capitalization or otherwise classified within Cost of Revenue. Product and Technology expenses include software licenses, depreciation of hardware and software and costs related to the compensation of product and technology personnel, including stock-based compensation. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses include costs related to the compensation of the Company’s administrative functions, insurance costs, professional fees and consulting expense. |
Income Taxes | Income Taxes Deferred taxes are determined utilizing the "asset and liability" method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to and asset or liability based on the expected reversal dates of the specific temporary differences. |
Fair value of financial instruments | Fair value of financial instruments The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. Dollar. Certain subsidiaries of the Company have a functional currency other than the U.S. Dollar, and are translated to the Company’s reporting currency at each reporting date. Non-monetary items are translated at historical rates. Monetary assets and liabilities are translated from British pounds and Euro into U.S. Dollars, at the period-end exchange rate, while foreign currency expenses are translated at the exchange rate in effect on the date of the transaction. The net effect of translation is reflected as other comprehensive income. The gains or losses on transactions denominated in currencies other than an entity’s functional currency are included in the consolidated statement of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its book value, an unanticipated change in competition of the Company’s market share and a significant change in the Company’s strategic plans. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of allocation of purchase price | Schedule of allocation of purchase price Fair Value Trademarks $ 21,836,528 Customer relationships 16,162,202 Goodwill 35,620,270 Total $ 73,619,000 |
Schedule of acquisition costs | Schedule of acquisition costs Debt issuance costs 2,869,163 Equity issuance costs 2,100,000 Transaction expenses 2,615,098 Total acquisition expenses $ 7,584,261 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of borrowings outstanding | Schedule of borrowings outstanding March 31, 2022 September 30, 2021 Contractual Interest Principal outstanding balance Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount rate Cur Local USD USD USD USD USD USD USD USD Senior notes 15% USD 30,000,000 30,000,000 (7,150,623 ) (1,750,134 ) 21,099,243 – – – – Note due to Aspire 10 EUR 10,000,000 11,101,000 – – 11,101,000 – – – – Convertible notes 10 USD 1,906,894 1,906,894 – – 1,906,894 1,912,500 (516,366 ) – 1,396,134 Other 0 USD 675,000 675,000 (188,812 ) – 486,188 675,000 (211,076 ) – 463,924 Total borrowings 43,682,894 (7,339,435 ) (1,750,134 ) 34,593,325 2,587,500 (727,442 ) – 1,860,058 Current 1,906,894 1,396,133 Long-term 32,686,431 463,925 Total borrowings 34,593,325 1,860,058 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Outstanding at September 30, 2021 2,199,541 $ 0.93 4.04 Granted 3,697,225 27.82 4.67 Cancelled – – – Expired – – – Exercised (711,375 ) (2.21 ) ( 3.73 ) Outstanding at March 31, 2022 5,185,391 $ 19.92 4.49 Exercisable at March 31, 2022 5,185,391 $ 19.92 4.49 |
Schedule of option activity | Schedule of option activity Common Stock Options Shares Weighted Weighted Outstanding at September 30, 2021 2,344,348 $ 2.57 8.39 Granted 154,000 11.78 9.20 Cancelled (23,000 ) (5.57 ) 9.76 Expired – – – Exercised – – – Outstanding at March 31, 2022 2,475,348 $ 3.12 8.34 Exercisable at March 31, 2022 1,143,348 $ 0.93 8.45 |
LONG-LIVED ASSETS (Tables)
LONG-LIVED ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets March 31, 2022 September 30, 2021 Software $ 677,287 $ 214,996 Furniture and fixtures 418,976 – Total fixed assets 1,096,263 214,996 Accumulated depreciation (171,571 ) (129,662 ) Fixed assets, net $ 924,692 $ 85,334 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Three Months Ended Six Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Numerator Net income (loss) $ (11,841,071 ) $ (2,375,660 ) $ (20,722,109 ) $ (5,126,391 ) Preferred stock dividends (1,367,260 ) – (1,851,077 ) – Net income (loss) attributable to common stockholders $ (13,208,331 ) $ (2,375,660 ) $ (22,573,186 ) $ (5,126,391 ) Denominator Basic and diluted weighted average common shares 14,236,755 10,587,654 13,980,720 9,878,185 Basic and diluted net income (loss) per common share $ (0.93 ) $ (0.22 ) $ (1.61 ) $ (0.52 ) |
ORGANIZATION, NATURE OF OPERA_2
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) | Oct. 02, 2021GBP (£) | Sep. 24, 2020shares | Apr. 30, 2021USD ($)shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
OrganizationInformationLineItems [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ | $ 56,229,526 | $ 0 | |||
IPO [Member] | |||||
OrganizationInformationLineItems [Line Items] | |||||
Stock issued new, shares | shares | 2,400,000 | ||||
Gross Proceeds from Issuance Initial Public Offering | $ | $ 14,400,000 | ||||
Proceeds from Issuance of Common Stock | $ | $ 13,514,200 | ||||
Global E Sports Entertainment [Member] | |||||
OrganizationInformationLineItems [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Stock issued new, shares | shares | 7,340,421 | ||||
Aspire Related Companies [Member] | |||||
OrganizationInformationLineItems [Line Items] | |||||
Business Combination, Consideration Transferred | £ 65,000,000 | ||||
Payments to Acquire Businesses, Gross | 50,000,000 | ||||
Notes Issued | 10,000,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | £ 5,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising Expense | $ 434,465 | $ 0 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) | Mar. 31, 2022 | Oct. 02, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 34,912,645 | $ 0 | |
Aspire Related Companies [Member] | |||
Business Acquisition [Line Items] | |||
Trademarks | $ 21,836,528 | ||
Customer relationships | 16,162,202 | ||
Goodwill | 35,620,270 | ||
Total | $ 73,619,000 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of acquisition costs (Details) - Aspire Related Companies [Member] | Oct. 02, 2021USD ($) |
Business Acquisition [Line Items] | |
Debt issuance costs | $ 2,869,163 |
Equity issuance costs | 2,100,000 |
Transaction expenses | 2,615,098 |
Total acquisition expenses | $ 7,584,261 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) | Oct. 02, 2021GBP (£) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ | $ 56,229,526 | $ 0 | |
Aspire Related Companies [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | £ 65,000,000 | ||
Payments to Acquire Businesses, Gross | 50,000,000 | ||
Notes Issued | 10,000,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | £ 5,000,000 |
BORROWINGS (Details)
BORROWINGS (Details) | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |||
Current | $ 1,906,894 | $ 1,396,133 | |
Long-term | 32,686,431 | 463,925 | |
Total borrowings | $ 34,593,325 | 1,860,058 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 15.00% | 15.00% | |
Principal outstanding balance | $ 30,000,000 | ||
Unamortized debt discount | (7,150,623) | 0 | |
Issuance costs | (1,750,134) | 0 | |
Carrying amount | 21,099,243 | 0 | |
Issuance costs | $ 1,750,134 | 0 | |
Senior Notes [Member] | USD [Member] | |||
Debt Instrument [Line Items] | |||
Principal outstanding balance | 0 | ||
Note Due To Aspire [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 10.00% | 10.00% | |
Principal outstanding balance | $ 11,101,000 | € 10,000,000 | 0 |
Unamortized debt discount | 0 | 0 | |
Issuance costs | 0 | 0 | |
Carrying amount | 11,101,000 | 0 | |
Issuance costs | $ 0 | 0 | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 10.00% | 10.00% | |
Principal outstanding balance | $ 1,906,894 | 1,912,500 | |
Unamortized debt discount | 0 | (516,366) | |
Issuance costs | 0 | 0 | |
Carrying amount | 1,906,894 | 1,396,134 | |
Issuance costs | $ 0 | 0 | |
Other Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 0.00% | 0.00% | |
Principal outstanding balance | $ 675,000 | 675,000 | |
Unamortized debt discount | (188,812) | (211,076) | |
Issuance costs | 0 | 0 | |
Carrying amount | 486,188 | 463,924 | |
Issuance costs | 0 | 0 | |
Total Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Principal outstanding balance | 43,682,894 | 2,587,500 | |
Unamortized debt discount | (7,339,435) | (727,442) | |
Issuance costs | 0 | ||
Carrying amount | 34,593,325 | 1,860,058 | |
Issuance costs | $ 0 | ||
Issuance costs | $ (1,750,134) |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - USD ($) | Nov. 29, 2021 | Sep. 02, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 01, 2025 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 112,500 | |||||||||
Amortization of Debt Discount (Premium) | $ 1,368,188 | $ 867,593 | ||||||||
ESEG Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 85.00% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.26% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 30,000,000 | |||||||||
Payments of Debt Issuance Costs | $ 750,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 15.00% | ||||||||
Debt Instrument, Unamortized Discount | $ 7,150,623 | $ 7,150,623 | $ 0 | |||||||
Senior Notes [Member] | Lender Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,567,840 | |||||||||
ESEG Promissory Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 2,100,000 | 1,086,311 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Maturity Date | Mar. 1, 2022 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 265,779 | |||||||||
Debt Instrument, Unamortized Discount | $ 2,100,000 | 826,189 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 187,500 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 375,000 | |||||||||
Interest Payable | $ 116,774 | |||||||||
Amortization of Debt Discount (Premium) | $ 1,187,913 | |||||||||
ESEG Promissory Notes [Member] | Two Lenders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 675,000 | |||||||||
ESEG Promissory Notes [Member] | Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
[custom:WarrantsIssuedShares-0] | 2,015,000 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Warrant activity) - Warrants [Member] - $ / shares | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 2,199,541 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.93 | |
Weighted Average Remaining Life, Ending | 4 years 14 days | 4 years 5 months 26 days |
Number of Warrants Granted | 3,697,225 | |
Weighted Average Exercise Price Granted | $ 27.82 | |
Weighted Average Remaining Life, granted | 4 years 8 months 1 day | |
Number of Warrants Cancelled | 0 | |
Weighted Average Exercise Price Cancelled | $ 0 | |
Number of Warrants Expired | 0 | |
Weighted Average Exercise Price Expired | $ 0 | |
Number of Warrants Exercised | (711,375) | |
Weighted Average Exercise Price Exercised | $ (2.21) | |
Weighted Average Remaining Life, exercised | 3 years 8 months 23 days | |
Number of Warrants Outstanding, Ending | 2,199,541 | 5,185,391 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.93 | $ 19.92 |
Number of Warrants Exercisable, Ending | 5,185,391 | |
Weighted Average Exercise Price Exercisable | $ 19.92 | |
Weighted Average Remaining Life, exercisable | 4 years 5 months 26 days |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option Activity) - ESEG Warrants [Member] - $ / shares | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 2,344,348 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.57 | |
Weighted Average Remaining Contractual Term Outstanding | 8 years 4 months 20 days | 8 years 4 months 2 days |
Number of Options Granted | 154,000 | |
Weighted Average Exercise Price Granted | $ 11.78 | |
Weighted Average Remaining Contractual Term Granted | 9 years 2 months 12 days | |
Number of Options Cancelled | (23,000) | |
Weighted Average Exercise Price Cancelled | $ (5.57) | |
Weighted Average Remaining Contractual Term Cancelled | 9 years 9 months 3 days | |
Number of Options Expired | 0 | |
Weighted Average Exercise Price Expired | $ 0 | |
Number of Options Exercised | 0 | |
Weighted Average Exercise Price Exercised | $ 0 | |
Number of Options Outstanding, Ending | 2,344,348 | 2,475,348 |
Weighted Average Exercise Price Outstanding, Ending | $ 2.57 | $ 3.12 |
Number of Options Exercisable, Ending | 1,143,348 | |
Weighted Average Exercise Price Exercisable, Ending | $ 0.93 | |
Weighted Average Remaining Contractual Term Exercisable | 8 years 5 months 12 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Oct. 02, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 26, 2020 |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, no par value | $ 0.001 | $ 0.001 | ||||||||
Warrant exercise price | $ 2 | |||||||||
Share-based Payment Arrangement, Noncash Expense | $ 3,249,923 | $ 2,022,026 | ||||||||
Common Stock Awards [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Payment Arrangement, Noncash Expense | 2,281,520 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 9,981,520 | |||||||||
Common Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Intrinsic value of option outstanding | $ 9,579,541 | |||||||||
Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price | $ 19.92 | $ 0.93 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,697,225 | |||||||||
Dividend yield | 0.00% | |||||||||
Risk-free rate minimum | 0.18% | |||||||||
Risk-free rate maximum | 1.18% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.14% | |||||||||
Warrants [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock price | $ 2 | |||||||||
Expected term | 2 years 6 months | |||||||||
Exercise price | $ 0.25 | |||||||||
Warrants [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock price | $ 28.95 | |||||||||
Expected term | 5 years | |||||||||
Exercise price | $ 28 | |||||||||
Common Stock Options [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 968,401 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 4,996,713 | |||||||||
ESEG Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock granted under plan | 154,000 | |||||||||
Dividend yield | 0.00% | |||||||||
Risk-free rate minimum | 0.85% | |||||||||
Risk-free rate maximum | 1.20% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.14% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 6,645,579 | |||||||||
ESEG Warrants [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock price | $ 3 | |||||||||
Expected term | 3 years 6 months | |||||||||
Exercise price | $ 0.25 | |||||||||
ESEG Warrants [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock price | $ 31.33 | |||||||||
Expected term | 6 years 3 months | |||||||||
Exercise price | $ 31.33 | |||||||||
Plan 2020 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock authorized under plan | 4,000,000 | |||||||||
Stock granted under plan | 3,868,098 | |||||||||
Shares remaining under plan | 131,902 | |||||||||
Various Employees Consultants And Officers [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 381,100 | |||||||||
IPO [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 13,514,200 | |||||||||
Stock issued new, shares | 2,400,000 | |||||||||
Payment of stock issuance costs | $ 885,800 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 14,400,000 | |||||||||
IPO [Member] | Underwriter [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issued | 168,000 | |||||||||
Warrant exercise price | $ 7.20 | |||||||||
Warrant term | 5 years | |||||||||
Warrant fair value | $ 5,474,076 | |||||||||
Series A Convertible Preferred Stock [Member] | Aspire Global [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for acquisition, shares | 37,700 | |||||||||
Stock price | $ 1,000 | |||||||||
Proceeds from Issuance of Private Placement | $ 37,700,000 | |||||||||
Common Stock [Member] | Stock Issued 2020 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 4,000,000 | |||||||||
Stock issued new, shares | 2,000,000 | |||||||||
Payment of stock issuance costs | $ 351,929 | |||||||||
Common Stock [Member] | Stock Issued January 2021 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 750,042 | |||||||||
Stock issued new, shares | 250,014 | |||||||||
Payment of stock issuance costs | $ 30,314 | |||||||||
Warrants [Member] | Stock Issued 2020 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issued | 173,625 | |||||||||
Warrant exercise price | $ 2 | |||||||||
Fair value of warrants granted | $ 228,500 | |||||||||
Warrants [Member] | Stock Issued January 2021 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issued | 8,750 | |||||||||
Warrant exercise price | $ 3 | $ 3 | ||||||||
Fair value of warrants granted | $ 228,500 | |||||||||
Warrant term | 5 years | 5 years |
LONG-LIVED ASSETS (Details - Fi
LONG-LIVED ASSETS (Details - Fixed Assets) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,096,263 | $ 214,996 |
Accumulated depreciation | (171,571) | (129,662) |
Property and equipment, net | 924,692 | 85,334 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 677,287 | 214,996 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 418,976 | $ 0 |
LONG-LIVED ASSETS (Details Narr
LONG-LIVED ASSETS (Details Narrative) - USD ($) | Nov. 05, 2020 | Oct. 02, 2020 | Sep. 02, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2021 | Sep. 26, 2020 |
Asset Acquisition [Line Items] | ||||||||
Payments to Acquire Software | $ 902,469 | $ 90,899 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||
Online Betting Technology [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | 65,000 | |||||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,456,650 | |||||||
Intangible assets license agreements | 1,876,748 | |||||||
Amortization of Intangible Assets | $ 156,396 | |||||||
Online Betting Technology [Member] | Upon Execution Of Agreement [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Payment for option | $ 133,770 | |||||||
Online Betting Technology [Member] | Upon Exercise Of Option [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Payment for option | $ 286,328 | |||||||
Internet Domain Names [Member] | ESEG Limited [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Investment Owned, at Cost | $ 2,239,606 | |||||||
Debt Instrument, Face Amount | $ 2,100,000 | |||||||
Debt maturity date | Mar. 1, 2022 | |||||||
Debt interest rate | 10.00% | |||||||
Debt balloon payment | $ 675,000 | |||||||
Debt balloon payment date | Sep. 1, 2025 | |||||||
Unamortized discount | $ 535,394 | |||||||
Warrants [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.92 | $ 0.93 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,697,225 | |||||||
Technology Data [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Payments to Acquire Software | $ 61,425 | |||||||
Payments to Acquire Productive Assets | 118,677 | |||||||
Contractual Obligation | $ 110,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 100,000 | |||||||
Technology Data [Member] | Warrants [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
[custom:FairValueOfWarrantsGranted] | $ 57,252 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 02, 2020 | Apr. 30, 2021 | Sep. 26, 2020 | Apr. 30, 2021 |
Other Commitments [Line Items] | ||||
Common stock an exercise price | $ 2 | |||
Consultant fee | $ 200,000 | |||
Consulting Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Warrants converted, shares issued | 62,386 | |||
IPO [Member] | ||||
Other Commitments [Line Items] | ||||
Shares issued | 2,400,000 | |||
Gross cash proceeds | $ 14,400,000 | |||
Payment of stock issuance costs | $ 885,800 | |||
IPO [Member] | Underwriters [Member] | ||||
Other Commitments [Line Items] | ||||
Payment of stock issuance costs | $ 885,800 | |||
Warrants issued | 168,000 | |||
Common stock an exercise price | $ 7.20 | $ 7.20 | ||
Warrant term | 5 years | 5 years |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||||
Net income (loss) | $ (11,841,071) | $ (2,375,660) | $ (20,722,109) | $ (5,126,391) |
Preferred stock dividends | (1,367,260) | 0 | (1,851,077) | 0 |
Net income (loss) attributable to common stockholders | $ (13,208,331) | $ (2,375,660) | $ (22,573,186) | $ (5,126,391) |
Denominator | ||||
Basic and diluted weighted average common shares | 14,236,755 | 10,587,654 | 13,980,720 | 9,878,185 |
Basic and diluted net income (loss) per common share | $ (0.93) | $ (0.22) | $ (1.61) | $ (0.52) |