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Consolidated Balance Sheets - USD ($)
|
Mar. 31, 2017 |
Dec. 31, 2016 |
Current Assets |
|
|
Cash and cash equivalents |
$ 1,829,153
|
$ 2,230,422
|
Accounts receivable |
95,587
|
16,919
|
Gaming account receivable, net of allowance for doubtful accounts of $388,134 and $349,374 |
288,014
|
226,030
|
Prepaid expenses |
60,327
|
91,577
|
Other current assets |
219,141
|
228,749
|
Total Current Assets |
2,492,222
|
2,793,697
|
Noncurrent Assets |
|
|
Restricted Cash |
480,917
|
475,916
|
Property, plant and equipment |
235,311
|
203,660
|
Intangible assets |
3,581,020
|
3,690,978
|
Goodwill |
260,318
|
260,318
|
Investment in non-consolidated entities |
91
|
6,508
|
Total Noncurrent Assets |
4,557,657
|
4,637,380
|
Total Assets |
7,049,879
|
7,431,077
|
Current Liabilities |
|
|
Line of credit - Bank |
61,322
|
726
|
Accounts payable and accrued liabilities |
1,260,058
|
1,006,739
|
Gaming account balances |
541,091
|
621,228
|
Taxes payable |
580,540
|
525,361
|
Advances from stockholders |
559,971
|
557,549
|
Liability in connection with acquisition |
126,703
|
125,375
|
Debenture, net of discount |
889,181
|
616,517
|
Derivative liability |
152,105
|
211,262
|
Promissory notes payable - other |
112,515
|
111,285
|
Promissory notes payable- related party |
318,078
|
318,078
|
Bank loan payable - current portion |
122,245
|
102,140
|
Total Current Liabilities |
4,723,809
|
4,196,260
|
Bank loan payable |
386,732
|
426,610
|
Other long term liabilities |
340,912
|
315,579
|
Total Liabilities |
5,451,453
|
4,938,449
|
Stockholders' Deficiency |
|
|
Common Stock, $0.0001 par value, 80,000,000 shares authorized; 37,009,295 shares issued and outstanding for both periods. |
3,701
|
3,701
|
Additional - paid in capital |
14,187,181
|
14,169,062
|
Accumulated other comprehensive income |
(486,834)
|
(416,631)
|
Accumulated deficit |
(12,105,622)
|
(11,263,504)
|
Total Stockholders' Equity |
1,598,426
|
2,492,628
|
Total Liabilities and Stockholders' Equity |
$ 7,049,879
|
$ 7,431,077
|
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Mar. 31, 2017 |
Dec. 31, 2016 |
Statement of Financial Position [Abstract] |
|
|
Allowance for doubtful accounts |
$ 392,245
|
$ 388,134
|
STOCKHOLDERS' EQUITY |
|
|
Capital stock - par value |
$ 0.0001
|
$ 0.0001
|
Capital stock - authorized |
80,000,000
|
80,000,000
|
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37,009,295
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37,009,295
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37,009,295
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37,009,295
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3 Months Ended |
Mar. 31, 2017 |
Mar. 31, 2016 |
Income Statement [Abstract] |
|
|
Revenue |
$ 3,875,201
|
$ 1,747,186
|
Costs and expenses |
|
|
Selling expenses |
3,436,951
|
1,228,220
|
General and administrative expenses |
1,197,571
|
870,846
|
Total Costs and Expenses |
4,634,522
|
2,099,066
|
Loss from operations |
(759,321)
|
(351,880)
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Other Expenses (Income) |
|
|
Interest expense, net of interest income |
166,847
|
98,544
|
Changes in fair value of derivative liabilities |
(144,626)
|
(4,428)
|
Imputed interest on related party advances |
6,996
|
$ 1,620
|
Impairment on investment |
6,468
|
|
Total Other Expenses |
35,685
|
$ 95,736
|
Loss before income taxes |
(795,006)
|
(447,616)
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Income taxes |
47,110
|
35,223
|
Net loss |
(842,116)
|
(482,839)
|
Other Comprehensive Income |
|
|
Foreign currency translation adjustment |
(70,203)
|
(17,215)
|
Comprehensive loss |
$ (912,319)
|
$ (500,054)
|
Basic and fully diluted loss per common share |
$ (0.02)
|
$ (0.02)
|
Weighted average number of common shares outstanding basic and diluted |
37,009,295
|
24,336,473
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Statements of Cash Flows - USD ($)
|
3 Months Ended |
Mar. 31, 2017 |
Mar. 31, 2016 |
Cash Flows from Operating Activities |
|
|
Net loss |
$ (842,116)
|
$ (482,839)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Depreciation and amortization |
136,499
|
123,460
|
Amortization of deferred costs |
55,777
|
18,982
|
Non-cash interest |
121,801
|
64,023
|
Imputed interest |
6,996
|
1,620
|
Changes in fair value of derivative liabilities |
(144,626)
|
$ (4,428)
|
Impairment of assets |
$ 6,468
|
|
Stock issued for services |
|
$ 118,575
|
Bad debt |
|
27,580
|
Changes in operating assets and liabilities |
|
|
Prepaid expenses |
$ (25,340)
|
(108,333)
|
Accounts payable and accrued liabilities |
234,461
|
$ (127,925)
|
Accounts receivable |
(78,276)
|
|
Gaming accounts receivable |
(59,429)
|
$ (104,281)
|
Gaming account liabilities |
(86,480)
|
(10,682)
|
Taxes payable |
49,481
|
48,596
|
Other current assets |
12,195
|
$ 2,616
|
Long term liability |
7,324
|
|
Customer Deposits |
14,607
|
|
Net cash provided by (used in) operating activities |
(590,658)
|
$ (433,036)
|
Cash Flows from Investing Activities |
|
|
Acquisition of property, plant and equipment |
(55,325)
|
(12,010)
|
Cash paid for acquisition |
|
$ (116,939)
|
Increase in restricted cash |
39
|
|
Net cash provided by (used in) investing activities |
(55,286)
|
$ (128,949)
|
Cash Flows from Financing Activities |
|
|
Proceeds of bank credit line, net of repayment |
60,424
|
$ (79,672)
|
Repayment of bank loan |
$ (25,303)
|
|
Proceeds from promissory notes, net of repayment |
|
$ 35,750
|
Proceeds from convertible notes and debenture |
$ 226,117
|
600,000
|
Advances from stockholders, net of repayment |
(3,472)
|
256
|
Net cash provided by financing activities |
257,766
|
556,334
|
Effect of change in exchange rate |
(13,091)
|
26,476
|
Net increase (decrease) in cash |
(401,269)
|
20,825
|
Cash - beginning of year |
2,230,422
|
157,363
|
Cash - end of year |
1,829,153
|
178,188
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid during the year for: Interest |
64,053
|
$ 34,487
|
Cash paid during the year for: Income Taxes |
$ 3,181
|
|
Supplemental cash flow disclosure for non-cash activities: |
|
|
Common shares issued for repayment of debt |
|
$ 138,225
|
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Basis of Presentation and Nature of Business
|
3 Months Ended |
Mar. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Presentation and Nature of Business |
1. Basis of Presentation and Nature of Business
Basis of Presentation
The unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information
and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited consolidated
financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2017 and the results
of operations and cash flows for the three months ended March 31, 2017 and 2016. The financial data and other information disclosed
in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended
March 31, 2017 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending
December 31, 2017. The balance sheet at December 31, 2016 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited consolidated
financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December
31, 2016 as included in our Annual Report on form 10-K.
Nature of Business
Newgioco Group, Inc. ("Newgioco Group"
or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. On September
30, 2005, the Company changed its name to Empire Global Corp., and on July 20, 2016 changed its name to Newgioco Group, Inc. The
Company maintains its principal executive offices headquartered in Toronto, Canada with wholly owned subsidiaries in Italy and
Austria.
Our subsidiaries include: Multigioco Srl (Multigioco)
which was acquired on August 15, 2014, Rifa Srl (Rifa) which was acquired on January 1, 2015, as well as Ulisse Gmbh
(Ulisse) and Odissea Betriebsinformatik Beratung Gmbh (Odissea) which were both acquired on July 1,
2016.
Newgioco Group is now a vertically integrated
company which owns and operates an innovative Betting Platform Software (BPS) and offering a complete suite of online
and offline leisure gaming services including a variety of lottery and casino gaming, as well as sports betting through a distribution
network of retail betting locations situated throughout Italy.
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Going Concern
|
3 Months Ended |
Mar. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
2. Going concern
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company had a working capital deficit of
$2,231,587 as of March 31, 2017, and reported operating losses for the past two years. There are no assurances that management
will be successful in achieving sufficient cash flows to fund the Company's working capital needs, or whether the Company will
be able to refinance or renegotiate its obligations when they become due or raise additional capital through future debt or equity.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. No adjustments
have been made to the carrying value of assets or liabilities as a result of this uncertainty.
Management plans to mitigate its losses in
future years by significantly reducing its operating expenses, seeking out new business opportunities and attempting to raise debt
or equity financing. However, there is no assurance that the Company will be able to obtain additional financing, reduce its operating
expenses or be successful in maintaining a viable business.
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Summary of Significant Accounting Policies
|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
3. Summary of Significant Accounting Policies
a) Basis of consolidation
The consolidated financial statements include
the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company transactions
are eliminated upon consolidation.
Certain amounts of prior periods were reclassified
to conform with current period presentation.
b) Use of estimates
The preparation of the financial statements
in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ
from those estimates. These estimates and assumptions include valuing equity securities issued in share based payment arrangements,
determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability
of receivables and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability
of receivables and advances, could be affected by external conditions, including those unique to our industry, and general economic
conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to
differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record
adjustments when necessary.
c) Goodwill
Goodwill is recognized for the excess of the
purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is not being
amortized, but is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative
assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing
the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units
is determined using an income or market approach incorporating market participant considerations and management's assumptions on
revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include
both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the
fourth quarter.
We perform the allocation based on our knowledge
of the market in which we operate, and our overall knowledge of the gaming industry.
d) Business Combinations
We allocate the fair value of purchase consideration
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the
fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
Such valuations require management to make
significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible
assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from
a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from
estimates.
e) Long-Lived Assets
We evaluate the carrying value of our long-lived
assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets
when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted
future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value
will be charged to earnings.
Fair value is based upon discounted cash flows
of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate,
current estimated net sales proceeds from pending offers.
f) Derivative Financial Instruments
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
convertible notes and stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income.
For option-based simple derivative financial
instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period.
g) Earnings Per Share
FASB ASC 260, "Earnings Per Share"
provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no
dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding
for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an
entity similar to fully diluted earnings per share. These potentially dilutive securities were not included in the calculation
of loss per share for the three months ended March 31, 2017 and 2016, thus the effect would have been anti-dilutive. Accordingly,
basic and diluted loss per common share is the same for all periods presented.
h) Currency translation
Since the Company's subsidiaries operate in
Europe, the subsidiaries functional currency is the Euro. In the consolidated financial statements, revenue and expense accounts
are translated at the average rates during the period, and assets and liabilities are translated at period-end rates and equity
accounts are translated at historical rate. Translation adjustments arising from the use of different exchange rates from period
to period are included as a component of stockholders' equity. Gains and losses from foreign currency transactions are recognized
in current operations.
i) Revenue Recognition
Revenues from sports-betting, casino, cash
and skill games; slots, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less
gaming taxes and payouts to customers. Revenues are recorded when the game is closed. In addition, the Company receives commissions
from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and
lottery tickets are sold.
Revenues from Betting Platform Software (BPS)
include license fees, training, installation, and product support services. Revenue is recognized when the significant risks and
rewards of ownership are transferred or when the obligation is fulfilled. License fees are calculated as a percentage of each licensees
level of activity and are contingent upon the licensees usage. The license fees were recognized on an accrual basis as earned.
j) Cash and equivalents
The Company considers all highly liquid debt
instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term
investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value.
The Company has no cash equivalents as of March 31, 2017 and December 31, 2016.
The Company primarily places its cash with
high-credit quality financial institutions, one of which is located in the United States and is insured by the Federal Deposit
Insurance Corporation for up to $250,000 and another which is located in Italy and is insured by the Italian government.
k) Gaming accounts receivable & allowance
for doubtful accounts
Gaming accounts receivable represents gaming
deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted
method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to our
bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability
of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical
collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does
not require collateral to support customer receivables.
l) Gaming account balances
Gaming account balances represent customer
balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used
or withdrawn by the customers. Customers can request payment from the Company at any time and the payment to customers can be made
through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest
bearing.
m) Fair Value Measurements
ASC Topic 820, Fair Value Measurement and Disclosures,
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable
inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1: Observable inputs such as
quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted
prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active
markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which
little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that
a market participant would use.
The carrying value of the Company's short term
investments, prepaid expenses, accounts receivables, other current assets, accounts payable and accrued liabilities, gaming account
balance, and advances from shareholder approximate fair value because of the short-term maturity of these financial instruments.
The derivative liability in connection with
the conversion feature of the convertible debt and warrants is classified as a level 3 liability, and is the only financial liability
measured at fair value on a recurring basis.
The change in the Level 3 financial instrument
is as follows:
Balance at December 31, 2015 | |
$ | 28,375 | |
Issued during the year ended December 31, 2016 | |
| 609,256 | |
Exercised during the year ended December 31, 2016 | |
| | |
Change in fair value recognized in operations | |
| (426,369 | ) |
Balance at December 31, 2016 | |
| 211,262 | |
Issued during the three months ended March 31, 2017 | |
| 85,468 | |
Change in fair value recognized in operations | |
| (144,626 | ) |
Balance at March 31, 2017 | |
$ | 152,104 | |
n) Property, plant and equipment
Property, plant and equipment are stated at
acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they
increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized
as expenses in the statement of income as incurred.
Depreciation is charged on a straight-line
basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put
into operation. The range of the estimated useful lives is as follows:
Trademarks / names | |
| 14 years | |
Office equipment | |
| 5 years | |
Office furniture | |
| 8 1/3 years | |
Signs and displays | |
| 5 years | |
o) Leases
Leases are reviewed and classified as capital
or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations,
the Company records rent expense on the straight line method. The difference between rent expense recorded and the amount paid
is credited or charged to deferred rent account and is included in accrued expenses and other current liabilities.
All lease agreements of the Company as lessees
are accounted for as operating leases as of March 31, 2017 and 2016.
p) Income Taxes
We use the asset and liability method of accounting
for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized
for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred
tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion
or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
The Company has elected to include interest
and penalties related to uncertain tax positions, if determined, as a component of income tax expense.
In Italy, tax years beginning 2011 forward
are open and subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.
q) Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the
change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources,
including foreign currency translation adjustments and unrealized gains and losses on marketable securities.
The Company adopted FASB ASC 220-10-45, "Reporting
Comprehensive Income". ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its
components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains (losses) on
available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts
that qualify as a hedge; and negative equity adjustments.
r) Recent Accounting Pronouncements
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. The
provisions of this update are effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01
enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information.
The Company is currently assessing the impact of ASU 2016.
In February 2016, the FASB issued ASU 2016-02,
Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the
rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing
and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning
after December 15, 2018. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on the consolidated
balance sheet and the consolidated results of operations.
There are no other recently issued accounting
standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
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Acquisitions
|
3 Months Ended |
Mar. 31, 2017 |
Business Combinations [Abstract] |
|
Acquisitions |
4. Acquisition of Ulisse Gmbh and Odissea Betriebsinformatik
Beratung Gmbh
Odissea Betriebsinformatik Beratung Gmbh (Odissea)
Acquisition
On June 30, 2016, the Company entered into
a Share Exchange Agreement, which closed on July 1, 2016, with the shareholders of Odissea organized under the laws of Austria.
Odissea operates a proprietary Betting Operating System. Pursuant to the agreement, the Company issued 4,386,100 shares of common
stock in consideration for 100% of the issued and outstanding shares of Odissea. As a result of this acquisition, the sellers now
hold approximately 11.85% of the issued and outstanding shares of common stock of the Company.
Pursuant to the Odissea SPA, upon completion
of certification of the Betting Operating System by the ADM the sellers may exercise the option to resell to the Company 50% of
the shares of common stock issued in consideration for the purchase price (or 2,193,050 shares) at a fixed price of U.S. $1.00
per share. The repurchase option expires on June 30, 2017, 12 months after the Closing Date.
The purchase price was allocated to the fair
market value of tangible and intangible assets acquired and liabilities assumed. Intangible assets will be amortized over their
remaining useful life as follows:
| |
| |
Remaining Useful Life |
Current assets | |
$ | 210,505 | | |
|
Property, Plant and Equipment | |
| 30,638 | | |
|
Identifiable intangible assets: | |
| | | |
|
Betting Operating System | |
| 1,685,371 | | |
15 years |
Less: liabilities assumed | |
| (215,935 | ) | |
|
Total identifiable assets less liabilities assumed | |
| 1,710,579 | | |
|
Total purchase price | |
| 1,710,579 | | |
|
Excess purchase price | |
$ | | | |
|
| |
| | | |
|
Ulisse Gmbh (Ulisse) Acquisition
On June 30, 2016, the Company entered into
a Share Exchange Agreement, which closed on July 1, 2016, with the shareholders of Ulisse organized under the laws of Austria.
Ulisse operates an existing network of 107 land-based Agency locations. Pursuant to the agreement, the Company issued 1,665,600
shares of common stock in consideration for 100% of the issued and outstanding shares of Ulisse. As a result of this acquisition,
the sellers now hold approximately 4.5% of the issued and outstanding shares of common stock of the Company.
Pursuant to the Ulisse SPA, upon completion
of the ADM license tender auction and the Rights obtained by the Company are assigned to the Ulisse locations the sellers may exercise
the option to resell to the Company 50% of the shares of common stock issued in consideration for the purchase price (or 832,800
shares) at a fixed price of U.S. $1.00 per share. The repurchase option expires on June 30, 2017, 12 months after the Closing Date.
The purchase price was allocated to the fair
market value of tangible and intangible assets acquired and liabilities assumed. Intangible assets will be amortized over their
remaining useful life as follows:
| |
| |
Remaining Useful Life |
Current assets | |
$ | 984,647 | | |
|
Property, Plant and Equipment | |
| 2,917 | | |
|
Identifiable intangible assets: | |
| | | |
|
Customer relationships | |
| 83,996 | | |
10 years |
Less: liabilities assumed | |
| (421,976 | ) | |
|
Total identifiable assets less liabilities assumed | |
| 649,584 | | |
|
Total purchase price | |
| 649,584 | | |
|
Excess purchase price | |
$ | | | |
|
The Company has estimated the fair value of
assets acquired and liabilities assumed in connection with acquisitions and is currently undergoing a formal valuation and will
adjust these estimates accordingly within the one year measurement period.
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Intangible Assets
|
3 Months Ended |
Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Intangible Assets |
5. Intangible Assets
Intangible assets consist of the following:
| |
March 31, 2017 | |
December 31, 2016 | |
Life (years) |
Betting Platform Software | |
$ | 1,685,371 | | |
$ | 1,685,371 | | |
| 15 | |
Licenses | |
| 954,150 | | |
| 953,024 | | |
| 1.5 - 7 | |
Location contracts | |
| 1,000,000 | | |
| 1,000,000 | | |
| 5 - 7 | |
Customer relationships | |
| 870,927 | | |
| 870,927 | | |
| 10 - 15 | |
Trademarks/names | |
| 110,000 | | |
| 110,000 | | |
| 14 | |
Websites | |
| 40,000 | | |
| 40,000 | | |
| 5 | |
| |
| 4,660,448 | | |
| 4,659,322 | | |
| | |
Accumulated amortization | |
| (1,079,428 | ) | |
| (968,344 | ) | |
| | |
Balance | |
$ | 3,581,020 | | |
$ | 3,690,978 | | |
| | |
The Company evaluates intangible assets for
impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible
asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized
only when the fair value is less than carrying value. The amortization expense was $109,000 and $92,346 for the three months ended
March 31, 2017 and 2016, respectively.
Licenses include the GAD online license as
well as the Bersani and Monti land-based licenses issued by the Italian gaming regulator to Multigioco and Rifa, respectively.
These licenses were obtained by the Company in the acquisitions of Multigioco and Rifa.s
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Restricted Cash
|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Restricted Cash |
6. Restricted Cash
Restricted Cash is cash held in a segregated
bank account at Veneto Banca Societa Cooperativa Per Azioni (SCpA) (Veneto Banca) as collateral against
our operating line of credit with the Veneto Banca as well as Wirecard Bank as a security deposit for Ulisse.
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Long Term Debt
|
3 Months Ended |
Mar. 31, 2017 |
Debt Disclosure [Abstract] |
|
Long Term Debt |
7. Long Term Debt
Long term debt represents the Italian "Trattamento
di Fine Rapporto" (TFR) which is a severance amount set up by Italian companies to be paid to employees on termination or
retirement as well as shop deposits that are held by Ulisse.
Severance liability related to employees in Italy was $100,182 and
$69,923 at March 31, 2017 and 2016, respectively.
Customer deposit balances related to Ulisse operations was $240,730
and $NIL at March 31, 2017 and 2016, respectively.
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Line of Credit-Bank
|
3 Months Ended |
Mar. 31, 2017 |
Debt Disclosure [Abstract] |
|
Line of Credit-Bank |
8. Line of Credit Bank
The Company currently maintains an operating
line of credit for a maximum amount of EUR 300,000 (approximately U.S. $320,610) for Multigioco and EUR 50,000 (approximately U.S.
$53,435) for Rifa from Banca Veneto in Italy. The line of credit is secured by restricted cash on deposit at Banca Veneto and guaranteed
by certain shareholders of the Company and bears a fixed rate of interest at 5% per annum on the outstanding balance with no minimum
payment, maturity or due date.
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Liability in connection with acquisition
|
3 Months Ended |
Mar. 31, 2017 |
Payables and Accruals [Abstract] |
|
Liability in connection with acquisition |
9. Liability in connection with acquisition
Liability in connection with acquisition represent
non-interest bearing amount due by the Companys subsidiaries toward the purchase price per purchase agreement between Newgioco
Srl and the Companys subsidiaries. The Companys shareholder and VP of Regulatory Affairs, Beniamino Gianfelici, owns
50% shares of Newgioco Srl.
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Related party transactions and balances
|
3 Months Ended |
Mar. 31, 2017 |
Related Party Transactions [Abstract] |
|
Related party transactions and balances |
10. Related party transactions and balances
Advances from stockholders represent non-interest
bearing loans that are due on demand. Interest was imputed at 5% per annum. Balances of Advances from stockholders are as follows:
| |
March 31, 2017 | |
December 31, 2016 |
Gold Street Capital Corp. | |
$ | 724 | | |
$ | 1 | |
Doriana Gianfelici | |
| 52,368 | | |
| 51,819 | |
Luca Pasquini | |
| 1,109 | | |
| 5,260 | |
Other stockholders | |
| 505,770 | | |
| 500,469 | |
Total advances from stockholders | |
$ | 559,971 | | |
$ | 557,549 | |
During the three months ended March 31, 2017,
Gold Street, the major stockholder of Newgioco Group, advanced $69,455 to the Company and was repaid $68,732 by the Company. Also,
the Company paid management fees to Gold Street Capital Corp. of $36,000 and $30,000 for the three months ended March 31, 2017
and 2016, respectively.
During the three months ended March 31, 2017,
Luca Pasquini was repaid approximately U.S. $4,151 from the Company. Also, the Company paid management fees of $4,796 to Luca Pasquini
for the three months ended March 31, 2017.
Advances from other stockholders comprise of
the dividend accrued due to former stockholders of Ulisse.
Changes in advances from Doriana Gianfelici
and other shareholders were due to the fluctuation in foreign exchange rates.
The amounts due to the stockholders at March
31, 2017 are non-interest bearing and due on demand.
Related-Party Debt
Promissory notes payable to related parties
of $318,078 represents amounts due to Braydon Capital Corp., a company owned by Claudio Ciavarella, the brother of our CEO. The
amount due to Braydon Capital Corp. is comprised of the following:
| - | a Promissory Note for $186,233 issued on December 15, 2015 that bears
interest at a rate of 1% per month due in full on the Maturity Date of December 15, 2016; |
| - | a Promissory Note for $90,750 issued on January 13, 2016 that bears
interest at a rate of 1% per month due in full on the maturity date of January 13, 2017 that was subsequently amended to add $41,095
in additional funds received from Braydon Capital Corp. for a total of $131,845. |
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Stockholders Equity
|
3 Months Ended |
Mar. 31, 2017 |
Equity [Abstract] |
|
Stockholders Equity |
11. Stockholders Equity
On March 8, 2016, the Company entered into
a non-exclusive advisory agreement with Newbridge Securities Corp. (Newbridge). As consideration for these services,
the Company agreed to pay Newbridge advisory fees of $15,000 and issue 50,000 restricted shares of common stock upon signing the
agreement and 50,000 restricted shares of common stock upon the presentation of a Term Sheet. The Company paid a fee of $15,000,
and on March 8, 2016 issued 50,000 shares of common stock which were valued at the market price of $0.97 per share and amortized
over the service period of two months.
On March 14, 2016, the Company entered into
a Mutual Release Agreement with Typenex Co-Investment, LLC to extinguish future true-up provisions contained within
the Convertible Note dated June 18, 2015 and the Transfer Agent Reserve shares related to the Note. Pursuant to the agreement,
the Company issued 14,885 shares of common stock to Typenex Co-Investment, LLC. Those shares were valued at market price on issuance
date of $0.97 per share and recorded as an expense.
On November 15, 2016, the Company issued an
aggregate of 4,500,000 shares of common stock as a performance based restricted stock award contingent on the closing of the July
1, 2016 acquisitions. The Company granted 1,500,000 shares each to Beniamino Gianfelici, a director of the Company, Alessandro
Marcelli, a director of the Company, and Gold Street Capital, a related party. The restricted stock award was granted in lieu of
a formalized equity incentive plan.
Also on November 15, 2016, the Company issued
an aggregate of 2,025,100 shares of common stock dated at 100% of the market price of $0.15 per share as follows:
- 1,785,100 shares issued to Gold
Street Capital Corp. for the payment of debt equal to $267,756;
- 200,000 issued to Julia Lesnykh
for the payment of debt equal to $30,000;
- 40,000 issued to Andrei Sheptikita
for the payment of debt equal to $6,000
On December 31, 2016, 56,000 shares of the
Company's common stock were issued to Gold Street Capital Corp. at 100% of the market price of $0.41 per share for the payment
of debt equal to $22,433.
See Note 19 for additional information about
Stockholders Equity.
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Debentures and Convertible Notes
|
3 Months Ended |
Mar. 31, 2017 |
Notes to Financial Statements |
|
Debentures and Convertible Notes |
12. Debentures and Convertible Notes
Debentures and convertible notes outstanding
include the following:
| |
March 31, 2017 | |
December 31, 2016 |
| |
| |
|
February 29, 2016 Convertible Note, net of discount of $0 and $85,898 | |
| 600,000 | | |
| 514,102 | |
April 4, 2016 Convertible Note, net of discount of $0 and $34,188 | |
| 150,000 | | |
| 115,812 | |
January 24, 2017 Debenture, net of discount of $12,709 | |
| 122,309 | | |
| | |
March 27, 2017 Convertible Debenture, net of discount of $82,088 | |
| 30,427 | | |
| | |
| |
| 902,736 | | |
| 629,914 | |
Less: unamortized debt issuance costs | |
| (13,555 | ) | |
| (13,397 | ) |
| |
$ | 889,181 | | |
$ | 616,517 | |
February 29, 2016 and April 4, 2016 Convertible
Notes
On February 29, 2016, the Company closed a
Securities Purchase Agreement with an unaffiliated private investor, to raise up to $750,000. The Company received gross proceeds
from the initial private placement of $600,000. On April 4, 2016, the Company received the balance of gross proceeds of $150,000,
less legal expenses of $15,000. The convertible notes bear an interest rate of 12% per annum and are due in one year. The Notes
are convertible to shares of common stock of the Company at the price of $0.85 per share with certain price adjustment clauses.
The convertible notes were guaranteed by Confidi Union Impresa, an unrelated party. As part of the purchase agreement, the Company
also issued a warrant to purchase 163,044 shares of Companys common stock at $1.15 per share. Also, the company paid $75,000
in commissions for these notes.
The Company accrued an estimated penalty of
$71,282, which is recorded in accounts payable and accrued liabilities. The company also continued to accrue interest at 12% past
the due date. Accounts payable and accrued liabilities included accrued interest of $78,633 and $43,018 for this Note at March
31, 2017 and 2016, respectively.
Repayment of the February 29, 2016 Securities
Purchase Agreement is subject to legal proceedings brought against the Company by the investor, Darling Capital, LLC (Darling).
On May 15, 2017, the Company and Darling reached a settlement agreement, where by the Company has agreed to pay $1,000,000 in three
instalments of $350,000 on May 31, 2017; $350,000 on June 15, 2017 and $300,000 on June 30, 2017. See also Subsequent events, Note
19.
January 24, 2017 Debenture
On January 24, 2017, the Company closed a Securities
Purchase Agreement with a group of accredited investors to raise up to CDN $750,000 (approximately U.S. $569,952). The Company
received gross proceeds from the initial private placement of CDN $180,000 (approximately U.S. $136,788). The Company incurred
a total of CDN $14,400 (approximately U.S. $10,943) in finders fees to facilitate this transaction for net proceeds of CDN
$165,600 (approximately U.S. $125,845). The debenture bears an interest rate of 10% per annum and is due in two years. As part
of the purchase agreement, the Company also issued a warrant to purchase 18,000 of the Companys common stock at $1.00 per
share up to January 24, 2019.
March 27, 2017 Debenture
On March 27, 2017, the Company closed a Securities
Purchase Agreement with a group of accredited investors to raise up to CDN $6,750,000 (approximately U.S. $5,083,980). The Company
received gross proceeds from the initial private placement of CDN $150,000 (approximately U.S. $113,000). The Company incurred
a total of CDN $5,000 (approximately U.S. $3,765) in finders fees to facilitate this transaction for net proceeds of CDN
$145,000 (approximately U.S. $109,235). The convertible debenture bears an interest rate of 10% per annum and is due in two years.
The debenture is convertible to shares of common stock of the Company at a price of $1.50 per share at any time up to March 27,
2019. As part of the purchase agreement, the Company also issued a warrant to purchase 15,000 of the Companys common stock
at $1.00 per share up to March 27, 2019.
The Company has determined that the conversion
feature embedded in the convertible notes and debenture constitutes a derivative and has been bifurcated from the note and recorded
as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompanying balance sheet, and
revalued to fair market value at each reporting period. See Note 16.
The commissions and finders' fees related to
the notes and debentures were amortized over the life of the notes.
Warrants issued in relation to the debentures
and promissory notes are discussed in Note 15.
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Promissory Notes Payable
|
3 Months Ended |
Mar. 31, 2017 |
Debt Disclosure [Abstract] |
|
Promissory Notes Payable |
13. Promissory Notes Payable- Other
On December 9, 2014, the Company obtained a
promissory note for CDN $500,000 (approximately U.S. $436,796) from Paymobile Inc., a subsidiary of 2336414 Ontario Inc. (2336414)
of which the Company owns 666,664 common shares, that bears interest at a rate of 1% per month on the outstanding balance.
As of the date of this filing, the final payment
of CDN $150,000 (approximately U.S. $112,515) was due on February 28, 2015 plus accrued interest. The Company and 2336414 have
agreed to extend the due date indefinitely by mutual consent. Interest expense of $3,320 and $3,448 was recorded for the three
months ended March 31, 2017 and 2016, respectively.
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Bank Loan Payable
|
3 Months Ended |
Mar. 31, 2017 |
Debt Disclosure [Abstract] |
|
Bank Loan Payable |
14. Bank Loan Payable
On September 30, 2016, the Company obtained
a loan of EUR 500,000 (approximately U.S. $561,000) from Banca Veneto in Italy, which is secured by the Company's assets. The loan
is amortized over 57 months ending September 30, 2021 with repayment started on January 31, 2017 in monthly installments of EUR
9,760 (approximately U.S. $10,402) with an underlying interest rate of 4.5 points above Euro Inter Bank Offered Rate ("EURIBOR"),
subject to quarterly review.
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Warrants
|
3 Months Ended |
Mar. 31, 2017 |
Notes to Financial Statements |
|
Warrants |
15. Warrants
On April 2, 2015, as per a Securities Purchase
Agreement, the Company issued warrants to purchase 4,800 shares of the Companys common stock at $1.25 per share which may
be exercised by the warrant holder between April 2, 2016 and April 2, 2017. The fair value of the warrants of $4,291 was calculated
using the Black-Scholes model on the date of issuance and was recorded as a debt issuance cost, which has been amortized over the
life of the debt. As of the date of this report the warrants issued for the April 2, 2015 debentures have expired.
On April 27, 2015, as per a Securities Purchase
Agreement, the Company issued warrants to purchase 3,900 shares of the Companys common stock at $1.25 per share which may
be exercised by the warrant holder between April 27, 2016 and April 27, 2017. The fair value of the warrants of $4,264 was calculated
using the Black-Scholes model on the date of issuance and was recorded as a debt issuance cost, which has been amortized over the
life of the debt. As of the date of this report the warrants issued for the April 27, 2015 debentures have expired.
The Company has determined that the warrants
issued in connection with the debentures on April 2, 2015 and April 27, 2015 should be treated as a liability since it has been
determined not to be indexed to the Company's own stock.
On February 29, 2016, as per a Securities Purchase
Agreement, the Company issued a warrant to purchase 130,435 shares of the Companys common stock at $1.15 per share which
may be exercised by the warrant holder between August 28, 2016 and February 28, 2019 (See Note 12). The warrant was issued in connection
with the February 29, 2016 convertible Promissory Note. The fair value of the warrants of $106,583 was calculated using the Black-Scholes
model on the date of issuance and was recorded as a debt discount, which has been amortized as interest expense over the life of
the debt.
On April 4, 2016, the Company issued a warrant
to purchase 32,609 shares of the Companys common stock at $1.15 per share which may be exercised by the warrant holder until
April 4, 2019 (See Note 12). The warrant was issued in connection with the April 4, 2016 Convertible Promissory Note. The fair
value of the warrants of $27,901 was calculated using the Black-Scholes model on the date of issuance and was recorded as a debt
discount, which has been amortized as interest expense over the life of the debt.
On April 4, 2016, the Company issued a warrant
to purchase 62,220 shares of the Companys common stock at $1.15 per share which may be exercised by the warrant holder until
April 4, 2019. The warrant was issued to the placement agent in relation to securing the February 29, 2016 and April 4, 2016 convertible
Promissory Notes (See Note 12). The fair value of the warrants of $53,236 was calculated using the Black-Scholes model on the date
of issuance, and was recorded as a debt issuance cost, which has been amortized over the life of the debt.
On January 24, 2017, the Company issued a warrant
to purchase 18,000 of the Companys common stock at $1.00 per share which may be exercised by the warrant holder from June
24, 2017 until January 24, 2019. The warrant was issued in connection with the January 24, 2017 Debenture (See Note 12). The fair
value of the warrants of $13,973 was calculated using the Black-Scholes model on the date of issuance and was recorded as a debt
issuance cost, which has been amortized over the life of the debt.
On March 27, 2017, the Company issued a warrant
to purchase 15,000 of the Companys common stock at $1.00 per share which may be exercised by the warrant holder from August
27, 2017 until March 27, 2019. The warrant was issued in connection with the March 27, 2017 Convertible Debenture (See Note 12).
The fair value of the warrant of $11,923 was calculated using the Black-Scholes model on the date of issuance and was recorded
as debt discount, which has been amortized as interest expense over the life of the debt.
The fair value of the warrants on the date
of issuance as calculated using the Black-Scholes model was:
| Debenture | | |
| Fair Value At issuance | |
| April 2, 2015 | | |
$ | 4,291 | |
| April 27, 2015 | | |
$ | 4,264 | |
| February 29, 2016 | | |
$ | 106,583 | |
| April 4, 2016 | | |
$ | 53,236 | |
| April 4, 2016 | | |
$ | 27,901 | |
| January 24, 2017 | | |
$ | 13,973 | |
| March 27, 2017 | | |
$ | 11,923 | |
The following assumptions were used to calculate
the fair value at issuance:
Warrant Date |
Exercise Price/sh |
Common Stock Price/sh |
Volatility |
Term |
Dividend Yield |
Interest Rate |
Forfeiture Risk |
April 2, 2015 |
$ 1.25 |
$ 0.90 |
392% |
2 yrs |
0% |
0.91% |
0% |
April 27, 2015 |
$ 1.25 |
$ 1.10 |
392% |
2 yrs |
0% |
0.91% |
0% |
February 29, 2016 |
$ 1.15 |
$ 0.90 |
200% |
3 yrs |
0% |
0.91% |
0% |
April 4, 2016 |
$ 1.15 |
$ 0.95 |
195% |
3 yrs |
0% |
0.91% |
0% |
April 4, 2016 |
$ 1.15 |
$ 0.95 |
195% |
3 yrs |
0% |
0.91% |
0% |
January 24, 2017 |
$ 1.00 |
$ 0.78 |
404% |
2 yrs |
0% |
0.91% |
0% |
March 27, 2017 |
$ 1.00 |
$ 0.80 |
390% |
2 yrs |
0% |
0.91% |
0% |
A summary of warrant transactions during the
three months ended March 31, 2017 is as follows:
|
Warrant Shares |
Weighted Average Exercise Price Per Common Share |
Weighted Average Life |
Outstanding at December 31, 2016 |
233,964 |
1.15 |
2.13 |
Issued |
33,000 |
1.00 |
2.00 |
Exercised |
|
|
|
Expired |
|
|
|
Outstanding at March 31, 2017 |
266,964 |
1.13 |
1.89 |
Exercisable at March 31, 2017 |
233,964 |
1.16 |
1.76 |
The following assumptions were used to calculate
the fair value of warrants at March 31, 2017:
Exercises price |
|
|
$1.00 - $1.25 |
|
Common stock price per share |
|
|
$0.99 |
|
Volatility |
|
|
393 |
% |
Weighted average life |
|
|
1.89 years |
|
Dividend yield |
|
|
0 |
% |
Interest rate |
|
|
0.91 |
% |
Forfeiture risk |
|
|
0 |
% |
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Derivative Liability and Fair Value
|
3 Months Ended |
Mar. 31, 2017 |
Notes to Financial Statements |
|
Derivative Liability and Fair Value |
16. Derivative Liability and Fair Value
The Company has evaluated the application of
ASC 815 Derivatives and Hedging and ASC 815-40-25 to the warrants to purchase common stock issued with the convertible notes and
debentures. Based on the guidance in ASC 815 and ASC 815-40-25, the Company concluded these instruments were required to be accounted
for as derivatives due to the down round protection feature on the conversion price and the exercise price. The Company records
the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected
in the statements of operations as Gain (loss) on derivative liabilities. These derivative instruments are not designated
as hedging instruments under ASC 815 and are disclosed on the balance sheet under Derivative Liabilities.
The gross proceeds from the sale of the convertible
note issued February 29 and April 4, 2016 were recorded net of $556,020 related to the conversion feature of the embedded conversion
option and $114,031 was allocated to the warrants issued. As of March 31, 2017, the Derivative Liability in connection with the
February 29, 2016 and April 4, 2016 Convertible Promissory Notes has expired.
The convertible debenture issued March 27,
2017 and accrued interest are convertible into common shares at a fixed price of $1.50 prior to March 27, 2019. The gross proceeds
from the sale of the debenture were recorded net of $70,716 related to the conversion feature and $11,923 was allocated to the
warrants issued.
The Company accounted for the convertible note
issued on February 29, 2016 and April 4, 2016 and the convertible debenture issued on March 27, 2017 in accordance with ASC 815
Derivatives and Hedging. Accordingly, the embedded conversion option is a derivative liability and is marked to market
through earnings at the end of each reporting period.
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Revenues
|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Revenues |
17. Revenues
The following table sets forth the breakdown
of net gaming revenues:
| |
Three Months Ended |
| |
March 31, 2017 | |
March 31, 2016 |
Turnover | |
| | | |
| | |
Turnover web-based | |
$ | 28,749,836 | | |
$ | 26,463,158 | |
Turnover land-based | |
| 23,969,666 | | |
| 1,472,198 | |
Total Turnover | |
$ | 52,719,502 | | |
$ | 27,935,356 | |
| |
| | | |
| | |
Winnings/Payouts | |
| | | |
| | |
Winnings web-based | |
| 27,222,482 | | |
| 24,618,293 | |
Winnings land-based | |
| 21,704,642 | | |
| 1,147,386 | |
Total Winnings/payouts | |
| 48,927,124 | | |
| 25,765,679 | |
| |
| | | |
| | |
Gross Gaming Revenues | |
$ | 3,792,378 | | |
$ | 2,169,677 | |
| |
| | | |
| | |
Less: ADM Gaming Taxes | |
| 364,451 | | |
| 454,460 | |
Net Gaming Revenues | |
$ | 3,427,927 | | |
$ | 1,715,217 | |
Add: Commission Revenues | |
| 81,845 | | |
| 31,969 | |
Add: Service revenues | |
| 365,429 | | |
| | |
Total Revenues | |
$ | 3,875,201 | | |
$ | 1,747,186 | |
Turnover represents the total bets processed
for the period.
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Income Taxes
|
3 Months Ended |
Mar. 31, 2017 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
18. Income Taxes
The Company is incorporated in the United States
of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no
U.S. taxable income for the three months ended March 31, 2017 and 2016.
The Company's Italian subsidiaries are governed
by the income tax laws of Italy. The corporate tax rate in Italy is 28.82% (IRES at 24% plus IRAP ordinary at 4.82%) on income
reported in the statutory financial statements after appropriate tax adjustments.
The Company's Austrian subsidiaries are governed
by the income tax laws of Austria. The corporate tax rate in Austria is 25% on income reported in the statutory financial statements
after appropriate tax adjustments.
The reconciliation of income tax expense at
the U.S. statutory rate of 35% to the Companys effective tax rate is as follows:
| |
March 31, 2017 | |
March 31, 2016 |
U.S. Statutory rate | |
$ | (278,252 | ) | |
$ | (124,831 | ) |
Tax rate difference between Italy, Austria and U.S. | |
| 181,452 | | |
| 22,457 | |
Change in Valuation Allowance | |
| 145,803 | | |
| 127,222 | |
Permanent difference | |
| (1,894 | ) | |
| 10,375 | |
Effective tax rate | |
$ | 47,109 | | |
$ | 35,223 | |
The Company has accumulated a net operating
loss carry forward ("NOL") of approximately $11.7 million as of March 31, 2017 in the U.S. This NOL may be offset against
future taxable income through the year 2036. The use of these losses to reduce future income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the NOL. The Company periodically evaluates whether it is more likely than
not that it will generate sufficient taxable income to realize the deferred income tax asset. At the present time, management cannot
presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly,
a 100% valuation allowance has been established to offset the asset.
Utilization of NOLs are subject to limitation
due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business
direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited
in any one year by alternative minimum tax rules.
Under Italian tax law, the operating loss carryforwards
available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset
against national income tax, up to the limit of 80% of taxable annual income (this restriction does not apply to the operating
loss incurred in the first three years of the Company's activity, which are therefore available for 100% offsetting).
Under Austrian tax law, the operating loss
carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available
for offset against national income tax, up to the limit of 75% of taxable annual income.
The provisions for income taxes consist of
currently payable income tax in Italy and Austria. The provisions for income taxes are summarized as follows:
|
March 31, 2017 |
March 31, 2016 |
Current |
$ 47,109 |
$ 35,223 |
Deferred |
- |
- |
Total |
$ 47,109 |
$ 35,223 |
The tax effects of temporary differences that
give rise to the Companys net deferred tax asset are as follows:
| |
March 31, 2017 | |
March 31, 2016 |
Net loss carryforward - Foreign | |
$ | 145,497 | | |
$ | | |
Net loss carryforward - US | |
| 4,106,025 | | |
| 3,276,183 | |
| |
| 4,251,522 | | |
| 3,276,183 | |
Less valuation allowance | |
| (4,251,522 | ) | |
| (3,276,183 | ) |
Deferred tax assets | |
$ | | | |
$ | | |
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Subsequent events
|
3 Months Ended |
Mar. 31, 2017 |
Subsequent Events [Abstract] |
|
Subsequent events |
19. Subsequent Events
Also, On May 1, 2017, the Board of Directors
elected Kelly Ehler, Stefano Giorgi, and Robert Stabile to fill the vacancies left by the departure of Mr. Gianfelici, Mr. Peroni,
and Mr. Salvagni. In connection with the appointment of the new directors, the Company issued 20,000 common shares (restricted
stock award) to each of the new directors.
On May 15, 2017, the Company and Darling reached
a settlement agreement related to legal proceedings brought against the Company on January 20, 2017, where by the Company has agreed
to pay the Convertible Promissory Notes in three instalments of $350,000 on May 30, 2017; $350,000 on June 12, 2017 and $300,000
on June 26, 2017 totaling $1,000,000 in full.
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Basis of Presentation and Nature of Business (Policies)
|
3 Months Ended |
Mar. 31, 2017 |
Basis Of Presentation And Nature Of Business Policies |
|
Basis of Presentation |
Basis of Presentation
The unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information
and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited consolidated
financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2017 and the results
of operations and cash flows for the three months ended March 31, 2017 and 2016. The financial data and other information disclosed
in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended
March 31, 2017 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending
December 31, 2017. The balance sheet at December 31, 2016 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited consolidated
financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December
31, 2016 as included in our Annual Report on form 10-K.
|
Nature of Business |
Nature of Business
Newgioco Group, Inc. ("Newgioco Group"
or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. On September
30, 2005, the Company changed its name to Empire Global Corp., and on July 20, 2016 changed its name to Newgioco Group, Inc. The
Company maintains its principal executive offices headquartered in Toronto, Canada with wholly owned subsidiaries in Italy and
Austria.
Our subsidiaries include: Multigioco Srl (Multigioco)
which was acquired on August 15, 2014, Rifa Srl (Rifa) which was acquired on January 1, 2015, as well as Ulisse Gmbh
(Ulisse) and Odissea Betriebsinformatik Beratung Gmbh (Odissea) which were both acquired on July 1,
2016.
Newgioco Group is now a vertically integrated
company which owns and operates an innovative Betting Platform Software (BPS) and offering a complete suite of online
and offline leisure gaming services including a variety of lottery and casino gaming, as well as sports betting through a distribution
network of retail betting locations situated throughout Italy.
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Summary of Significant Accounting Policies (Policies)
|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Basis of consolidation |
a) Basis of consolidation
The consolidated financial statements include
the financial statements of the Company and its subsidiaries, all of which are wholly owned. All significant inter-company transactions
are eliminated upon consolidation.
Certain amounts of prior periods were reclassified
to conform with current period presentation.
|
Use of estimates |
b) Use of estimates
The preparation of the financial statements
in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ
from those estimates. These estimates and assumptions include valuing equity securities issued in share based payment arrangements,
determining the fair value of assets acquired, allocation of purchase price, impairment of long-lived assets, the collectability
of receivables and the value of deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability
of receivables and advances, could be affected by external conditions, including those unique to our industry, and general economic
conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to
differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record
adjustments when necessary.
|
Goodwill |
c) Goodwill
Goodwill is recognized for the excess of the
purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is not being
amortized, but is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative
assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing
the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units
is determined using an income or market approach incorporating market participant considerations and management's assumptions on
revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include
both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the
fourth quarter.
We perform the allocation based on our knowledge
of the market in which we operate, and our overall knowledge of the gaming industry.
|
Business Combinations |
d) Business Combinations
We allocate the fair value of purchase consideration
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the
fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
Such valuations require management to make
significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible
assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from
a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from
estimates.
|
Long-Lived Assets |
e) Long-Lived Assets
We evaluate the carrying value of our long-lived
assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets
when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted
future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value
will be charged to earnings.
Fair value is based upon discounted cash flows
of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate,
current estimated net sales proceeds from pending offers.
|
Derivative Financial Instruments |
f) Derivative Financial Instruments
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
convertible notes and stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income.
For option-based simple derivative financial
instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period.
|
Earnings Per Share |
g) Earnings Per Share
FASB ASC 260, "Earnings Per Share"
provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no
dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding
for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an
entity similar to fully diluted earnings per share. These potentially dilutive securities were not included in the calculation
of loss per share for the three months ended March 31, 2017 and 2016, thus the effect would have been anti-dilutive. Accordingly,
basic and diluted loss per common share is the same for all periods presented.
|
Currency translation |
h) Currency translation
Since the Company's subsidiaries operate in
Europe, the subsidiaries functional currency is the Euro. In the consolidated financial statements, revenue and expense accounts
are translated at the average rates during the period, and assets and liabilities are translated at period-end rates and equity
accounts are translated at historical rate. Translation adjustments arising from the use of different exchange rates from period
to period are included as a component of stockholders' equity. Gains and losses from foreign currency transactions are recognized
in current operations.
|
Revenue Recognition |
i) Revenue Recognition
Revenues from sports-betting, casino, cash
and skill games; slots, bingo and horse race wagers represent the gross pay-ins (also referred to as Turnover) from customers less
gaming taxes and payouts to customers. Revenues are recorded when the game is closed. In addition, the Company receives commissions
from the sale of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and
lottery tickets are sold.
Revenues from Betting Platform Software (BPS)
include license fees, training, installation, and product support services. Revenue is recognized when the significant risks and
rewards of ownership are transferred or when the obligation is fulfilled. License fees are calculated as a percentage of each licensees
level of activity and are contingent upon the licensees usage. The license fees were recognized on an accrual basis as earned.
|
Cash and Cash Equivalents |
j) Cash and equivalents
The Company considers all highly liquid debt
instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term
investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value.
The Company has no cash equivalents as of March 31, 2017 and December 31, 2016.
The Company primarily places its cash with
high-credit quality financial institutions, one of which is located in the United States and is insured by the Federal Deposit
Insurance Corporation for up to $250,000 and another which is located in Italy and is insured by the Italian government.
|
Gaming accounts receivable & allowance for doubtful accounts |
k) Gaming accounts receivable & allowance
for doubtful accounts
Gaming accounts receivable represents gaming
deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other accepted
method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited to our
bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability
of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical
collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does
not require collateral to support customer receivables.
|
Gaming balances |
l) Gaming account balances
Gaming account balances represent customer
balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used
or withdrawn by the customers. Customers can request payment from the Company at any time and the payment to customers can be made
through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest
bearing.
|
Fair Value Measurements |
m) Fair Value Measurements
ASC Topic 820, Fair Value Measurement and Disclosures,
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable
inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1: Observable inputs such as
quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted
prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active
markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which
little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that
a market participant would use.
The carrying value of the Company's short term
investments, prepaid expenses, accounts receivables, other current assets, accounts payable and accrued liabilities, gaming account
balance, and advances from shareholder approximate fair value because of the short-term maturity of these financial instruments.
The derivative liability in connection with
the conversion feature of the convertible debt and warrants is classified as a level 3 liability, and is the only financial liability
measured at fair value on a recurring basis.
The change in the Level 3 financial instrument
is as follows:
Balance at December 31, 2015 | |
$ | 28,375 | |
Issued during the year ended December 31, 2016 | |
| 609,256 | |
Exercised during the year ended December 31, 2016 | |
| | |
Change in fair value recognized in operations | |
| (426,369 | ) |
Balance at December 31, 2016 | |
| 211,262 | |
Issued during the three months ended March 31, 2017 | |
| 85,468 | |
Change in fair value recognized in operations | |
| (144,626 | ) |
Balance at March 31, 2017 | |
$ | 152,104 | |
|
Property, plant and equipment |
n) Property, plant and equipment
Property, plant and equipment are stated at
acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when they
increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized
as expenses in the statement of income as incurred.
Depreciation is charged on a straight-line
basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put
into operation. The range of the estimated useful lives is as follows:
Trademarks / names | |
| 14 years | |
Office equipment | |
| 5 years | |
Office furniture | |
| 8 1/3 years | |
Signs and displays | |
| 5 years | |
|
Leases |
o) Leases
Leases are reviewed and classified as capital
or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations,
the Company records rent expense on the straight line method. The difference between rent expense recorded and the amount paid
is credited or charged to deferred rent account and is included in accrued expenses and other current liabilities.
All lease agreements of the Company as lessees
are accounted for as operating leases as of March 31, 2017 and 2016.
|
Income Taxes |
p) Income Taxes
We use the asset and liability method of accounting
for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized
for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred
tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion
or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
The Company has elected to include interest
and penalties related to uncertain tax positions, if determined, as a component of income tax expense.
In Italy, tax years beginning 2011 forward
are open and subject to examination. The Company is not currently under examination and it has not been notified of a pending examination.
|
Comprehensive Income (Loss) |
q) Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the
change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources,
including foreign currency translation adjustments and unrealized gains and losses on marketable securities.
The Company adopted FASB ASC 220-10-45, "Reporting
Comprehensive Income". ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its
components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains (losses) on
available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts
that qualify as a hedge; and negative equity adjustments.
|
Recent Accounting Pronouncements |
r) Recent Accounting Pronouncements
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. The
provisions of this update are effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01
enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information.
The Company is currently assessing the impact of ASU 2016.
In February 2016, the FASB issued ASU 2016-02,
Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the
rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing
and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning
after December 15, 2018. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on the consolidated
balance sheet and the consolidated results of operations.
There are no other recently issued accounting
standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
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Summary of Significant Accounting Policies (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Property, plant and equipment useful life |
Trademarks / names | |
| 14 years | |
Office equipment | |
| 5 years | |
Office furniture | |
| 8 1/3 years | |
Signs and displays | |
| 5 years | |
|
Level 3 Fair Value Measurements |
Balance at December 31, 2015 | |
$ | 28,375 | |
Issued during the year ended December 31, 2016 | |
| 609,256 | |
Exercised during the year ended December 31, 2016 | |
| | |
Change in fair value recognized in operations | |
| (426,369 | ) |
Balance at December 31, 2016 | |
| 211,262 | |
Issued during the three months ended March 31, 2017 | |
| 85,468 | |
Change in fair value recognized in operations | |
| (144,626 | ) |
Balance at March 31, 2017 | |
$ | 152,104 | |
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Acquisitions (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Business Combinations [Abstract] |
|
Purchase Price - Acquisitions |
Odissea Betriebsinformatik Beratung Gmbh (Odissea)
Acquisition
| |
| |
Remaining Useful Life |
Current assets | |
$ | 210,505 | | |
|
Property, Plant and Equipment | |
| 30,638 | | |
|
Identifiable intangible assets: | |
| | | |
|
Betting Operating System | |
| 1,685,371 | | |
15 years |
Less: liabilities assumed | |
| (215,935 | ) | |
|
Total identifiable assets less liabilities assumed | |
| 1,710,579 | | |
|
Total purchase price | |
| 1,710,579 | | |
|
Excess purchase price | |
$ | | | |
|
| |
| | | |
|
Ulisse Gmbh (Ulisse) Acquisition
| |
| |
Remaining Useful Life |
Current assets | |
$ | 984,647 | | |
|
Property, Plant and Equipment | |
| 2,917 | | |
|
Identifiable intangible assets: | |
| | | |
|
Customer relationships | |
| 83,996 | | |
10 years |
Less: liabilities assumed | |
| (421,976 | ) | |
|
Total identifiable assets less liabilities assumed | |
| 649,584 | | |
|
Total purchase price | |
| 649,584 | | |
|
Excess purchase price | |
$ | | | |
|
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Intangible Assets (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Intangibles |
| |
March 31, 2017 | |
December 31, 2016 | |
Life (years) |
Betting Platform Software | |
$ | 1,685,371 | | |
$ | 1,685,371 | | |
| 15 | |
Licenses | |
| 954,150 | | |
| 953,024 | | |
| 1.5 - 7 | |
Location contracts | |
| 1,000,000 | | |
| 1,000,000 | | |
| 5 - 7 | |
Customer relationships | |
| 870,927 | | |
| 870,927 | | |
| 10 - 15 | |
Trademarks/names | |
| 110,000 | | |
| 110,000 | | |
| 14 | |
Websites | |
| 40,000 | | |
| 40,000 | | |
| 5 | |
| |
| 4,660,448 | | |
| 4,659,322 | | |
| | |
Accumulated amortization | |
| (1,079,428 | ) | |
| (968,344 | ) | |
| | |
Balance | |
$ | 3,581,020 | | |
$ | 3,690,978 | | |
| | |
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Related party transactions and balances (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Related Party Transactions [Abstract] |
|
Related party transactions and balances |
| |
March 31, 2017 | |
December 31, 2016 |
Gold Street Capital Corp. | |
$ | 724 | | |
$ | 1 | |
Doriana Gianfelici | |
| 52,368 | | |
| 51,819 | |
Luca Pasquini | |
| 1,109 | | |
| 5,260 | |
Other stockholders | |
| 505,770 | | |
| 500,469 | |
Total advances from stockholders | |
$ | 559,971 | | |
$ | 557,549 | |
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Debentures and Convertible Notes (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Debentures And Convertible Notes Tables |
|
Debentures outstanding |
| |
March 31, 2017 | |
December 31, 2016 |
| |
| |
|
February 29, 2016 Convertible Note, net of discount of $0 and $85,898 | |
| 600,000 | | |
| 514,102 | |
April 4, 2016 Convertible Note, net of discount of $0 and $34,188 | |
| 150,000 | | |
| 115,812 | |
January 24, 2017 Debenture, net of discount of $12,709 | |
| 122,309 | | |
| | |
March 27, 2017 Convertible Debenture, net of discount of $82,088 | |
| 30,427 | | |
| | |
| |
| 902,736 | | |
| 629,914 | |
Less: unamortized debt issuance costs | |
| (13,555 | ) | |
| (13,397 | ) |
| |
$ | 889,181 | | |
$ | 616,517 | |
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Warrants (Tables)
|
3 Months Ended |
Mar. 31, 2017 |
Notes to Financial Statements |
|
Debenture |
| Debenture | | |
| Fair Value At issuance | |
| April 2, 2015 | | |
$ | 4,291 | |
| April 27, 2015 | | |
$ | 4,264 | |
| February 29, 2016 | | |
$ | 106,583 | |
| April 4, 2016 | | |
$ | 53,236 | |
| April 4, 2016 | | |
$ | 27,901 | |
| January 24, 2017 | | |
$ | 13,973 | |
| March 27, 2017 | | |
$ | 11,923 | |
|
Weighted average assumptions |
Warrant Date |
Exercise Price/sh |
Common Stock Price/sh |
Volatility |
Term |
Dividend Yield |
Interest Rate |
Forfeiture Risk |
April 2, 2015 |
$ 1.25 |
$ 0.90 |
392% |
2 yrs |
0% |
0.91% |
0% |
April 27, 2015 |
$ 1.25 |
$ 1.10 |
392% |
2 yrs |
0% |
0.91% |
0% |
February 29, 2016 |
$ 1.15 |
$ 0.90 |
200% |
3 yrs |
0% |
0.91% |
0% |
April 4, 2016 |
$ 1.15 |
$ 0.95 |
195% |
3 yrs |
0% |
0.91% |
0% |
April 4, 2016 |
$ 1.15 |
$ 0.95 |
195% |
3 yrs |
0% |
0.91% |
0% |
January 24, 2017 |
$ 1.00 |
$ 0.78 |
404% |
2 yrs |
0% |
0.91% |
0% |
March 27, 2017 |
$ 1.00 |
$ 0.80 |
390% |
2 yrs |
0% |
0.91% |
0% |
|
Warrants |
|
Warrant Shares |
Weighted Average Exercise Price Per Common Share |
Weighted Average Life |
Outstanding at December 31, 2016 |
233,964 |
1.15 |
2.13 |
Issued |
33,000 |
1.00 |
2.00 |
Exercised |
|
|
|
Expired |
|
|
|
Outstanding at March 31, 2017 |
266,964 |
1.13 |
1.89 |
Exercisable at March 31, 2017 |
233,964 |
1.16 |
1.76 |
|
Black-scholes modle |
Exercises price |
|
|
$1.00 - $1.25 |
|
Common stock price per share |
|
|
$0.99 |
|
Volatility |
|
|
393 |
% |
Weighted average life |
|
|
1.89 years |
|
Dividend yield |
|
|
0 |
% |
Interest rate |
|
|
0.91 |
% |
Forfeiture risk |
|
|
0 |
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|
3 Months Ended |
Mar. 31, 2017 |
Accounting Policies [Abstract] |
|
Revenue |
| |
Three Months Ended |
| |
March 31, 2017 | |
March 31, 2016 |
Turnover | |
| | | |
| | |
Turnover web-based | |
$ | 28,749,836 | | |
$ | 26,463,158 | |
Turnover land-based | |
| 23,969,666 | | |
| 1,472,198 | |
Total Turnover | |
$ | 52,719,502 | | |
$ | 27,935,356 | |
| |
| | | |
| | |
Winnings/Payouts | |
| | | |
| | |
Winnings web-based | |
| 27,222,482 | | |
| 24,618,293 | |
Winnings land-based | |
| 21,704,642 | | |
| 1,147,386 | |
Total Winnings/payouts | |
| 48,927,124 | | |
| 25,765,679 | |
| |
| | | |
| | |
Gross Gaming Revenues | |
$ | 3,792,378 | | |
$ | 2,169,677 | |
| |
| | | |
| | |
Less: ADM Gaming Taxes | |
| 364,451 | | |
| 454,460 | |
Net Gaming Revenues | |
$ | 3,427,927 | | |
$ | 1,715,217 | |
Add: Commission Revenues | |
| 81,845 | | |
| 31,969 | |
Add: Service revenues | |
| 365,429 | | |
| | |
Total Revenues | |
$ | 3,875,201 | | |
$ | 1,747,186 | |
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|
3 Months Ended |
Mar. 31, 2017 |
Income Taxes Tables |
|
Deferred tax assets |
|
March 31, 2017 |
March 31, 2016 |
Current |
$ 47,109 |
$ 35,223 |
Deferred |
- |
- |
Total |
$ 47,109 |
$ 35,223 |
|
Provisions for income taxes |
| |
March 31, 2017 | |
March 31, 2016 |
Net loss carryforward - Foreign | |
$ | 145,497 | | |
$ | | |
Net loss carryforward - US | |
| 4,106,025 | | |
| 3,276,183 | |
| |
| 4,251,522 | | |
| 3,276,183 | |
Less valuation allowance | |
| (4,251,522 | ) | |
| (3,276,183 | ) |
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Summary of Significant Accounting Policies (Details 1) - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2017 |
Dec. 31, 2016 |
Change in the Level 3 financial instrument [Rollforward] |
|
|
Beginnng Balance |
$ 211,262
|
$ 28,375
|
Issued during the year |
211,262
|
$ 609,256
|
Exercised during the year |
85,468
|
|
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(144,626)
|
$ (426,369)
|
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|
$ 211,262
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|
12 Months Ended |
Dec. 31, 2016
USD ($)
|
Odissea [Member] |
|
Business Combination, Separately Recognized Transactions [Line Items] |
|
Current assets |
$ 210,505
|
Property, Plant and Equipment |
30,638
|
Identifiable intangible assets: |
$ 1,685,371
|
Remaining useful life |
15 years
|
Less: liabilities assumed |
$ (215,935)
|
Total identifiable assets less liabilities assumed |
1,710,579
|
Total purchase price |
1,710,579
|
Ulisse [Member] |
|
Business Combination, Separately Recognized Transactions [Line Items] |
|
Current assets |
984,647
|
Property, Plant and Equipment |
2,917
|
Identifiable intangible assets: |
$ 83,996
|
Remaining useful life |
10 years
|
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$ (421,976)
|
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649,584
|
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$ 649,584
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6 Months Ended |
Jun. 30, 2016
shares
|
Odissea [Member] |
|
Business Acquisition [Line Items] |
|
Share issued for acquisition |
4,386,100
|
Ownership |
11.85%
|
Agreement |
Pursuant to the Odissea SPA, upon completion
of certification of the Betting Operating System by the ADM the sellers may exercise the option to resell to the Company 50% of
the shares of common stock issued in consideration for the purchase price (or 2,193,050 shares) at a fixed price of U.S. $1.00
per share. The repurchase option expires on June 30, 2017, 12 months after the Closing Date.
|
Ulisse [Member] |
|
Business Acquisition [Line Items] |
|
Share issued for acquisition |
1,665,600
|
Ownership |
4.50%
|
Agreement |
Pursuant to the Ulisse SPA, upon completion
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Intangible Assets - Intangibles (Details) - USD ($)
|
Mar. 31, 2017 |
Dec. 31, 2016 |
Intangible assets, gross |
$ 4,660,448
|
$ 4,659,322
|
Accumulated amortization |
(1,079,428)
|
(968,344)
|
Intangible assets |
3,581,020
|
3,690,978
|
Betting Operating System [Member] |
|
|
Intangible assets, gross |
1,685,371
|
1,685,371
|
Licenses [Member] |
|
|
Intangible assets, gross |
954,150
|
953,024
|
Location contracts [Member] |
|
|
Intangible assets, gross |
1,000,000
|
1,000,000
|
Customer relationships [Member] |
|
|
Intangible assets, gross |
870,927
|
870,927
|
Trademarks/names [Member] |
|
|
Intangible assets, gross |
110,000
|
110,000
|
Website [Member] |
|
|
Intangible assets, gross |
$ 40,000
|
$ 40,000
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Related party transactions and balances - Related party (Details) - USD ($)
|
Mar. 31, 2017 |
Dec. 31, 2016 |
Related Party Transaction [Line Items] |
|
|
Balance of advances from stockholders |
$ 559,971
|
$ 557,549
|
Gold Street Capital Corp. [Member] |
|
|
Related Party Transaction [Line Items] |
|
|
Balance of advances from stockholders |
724
|
1
|
Doriana Gianfelici [Member] |
|
|
Related Party Transaction [Line Items] |
|
|
Balance of advances from stockholders |
52,368
|
51,819
|
Luca Pasquini [Member] |
|
|
Related Party Transaction [Line Items] |
|
|
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1,109
|
5,260
|
Other Stockholders [Member] |
|
|
Related Party Transaction [Line Items] |
|
|
Balance of advances from stockholders |
$ 505,770
|
$ 500,469
|
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|
|
|
|
3 Months Ended |
12 Months Ended |
Apr. 29, 2016 |
Jan. 13, 2016 |
Dec. 15, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
Advance from related party |
|
|
|
$ (3,472)
|
$ 256
|
|
Related Party [Member] |
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
Interest rate |
|
|
|
5.00%
|
|
|
Gold Street Capital Corp. [Member] |
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
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|
|
|
$ 69,455
|
|
|
Debt repaid |
|
|
|
$ 68,732
|
|
|
Share price |
|
|
|
$ 1.04
|
|
|
Management fee paid |
|
|
|
$ 36,000
|
$ 30,000
|
|
Luca Pasquini [Member] |
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
Debt repaid |
|
|
|
4,151
|
|
|
Management fee paid |
|
|
|
4,796
|
|
|
Braydon Capital Corp. [Member] |
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
Interest rate |
|
1.00%
|
1.00%
|
|
|
|
Promissory note |
|
$ 90,750
|
$ 186,233
|
$ 318,078
|
|
|
Advance from related party |
$ 41,095
|
$ 90,750
|
|
|
|
$ 131,845
|
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|
11 Months Ended |
12 Months Ended |
|
Nov. 15, 2016 |
Dec. 31, 2016 |
Mar. 31, 2017 |
Newbridge [Member] |
|
|
|
Shares commitment for advisory fees, shares |
|
50,000
|
|
Advisory fees commitment |
|
|
$ 15,000
|
Shares issue for services, shares |
|
50,000
|
|
Advisory fees paid |
|
$ 15,000
|
|
Share price |
|
|
$ 0.97
|
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|
|
|
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|
50,000
|
|
Typenex [Member] |
|
|
|
Shares issued for debt, shares |
|
14,885
|
|
Share price |
|
|
0.97
|
Common Stock [Member] |
|
|
|
Restricted stock award, shares |
|
4,500,000
|
|
Shares issued for debt, shares |
|
2,025,100
|
|
Share price |
|
|
0.15
|
Beniamino Gianfelici [Member] |
|
|
|
Restricted stock award, shares |
|
1,500,000
|
|
Alessandro Marcelli [Member] |
|
|
|
Restricted stock award, shares |
|
1,500,000
|
|
Gold Street Capital Corp. [Member] |
|
|
|
Restricted stock award, shares |
|
1,500,000
|
|
Shares issued for debt, shares |
1,785,100
|
56,000
|
|
Share price |
$ 0.15
|
|
$ 0.41
|
Shares issued for debt, amount |
$ 267,756
|
$ 22,433
|
|
Julia Lesnykh [Member] |
|
|
|
Shares issued for debt, shares |
|
200,000
|
|
Shares issued for debt, amount |
|
$ 30,000
|
|
Andrei Sheptikita [Member] |
|
|
|
Shares issued for debt, shares |
|
40,000
|
|
Shares issued for debt, amount |
|
$ 6,000
|
|
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Debentures and Convertible Notes (Details) - USD ($)
|
Mar. 31, 2017 |
Dec. 31, 2016 |
Debenture |
$ 902,736
|
$ 629,914
|
Less: unamortized debt issuance costs |
(13,555)
|
(13,397)
|
Debenture, net of discount |
889,181
|
616,517
|
February 29, 2016 [Member] |
|
|
Debenture |
600,000
|
514,102
|
Debt discount |
0
|
85,898
|
April 4, 2016 [Member] |
|
|
Debenture |
150,000
|
|
Debt discount |
0
|
$ 34,188
|
January 24,2017 [Member] |
|
|
Debenture |
122,309
|
|
Debt discount |
12,709
|
|
March 27, 2017 [Member] |
|
|
Debenture |
30,427
|
|
Debt discount |
$ 82,088
|
|
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|
3 Months Ended |
|
|
|
Mar. 31, 2017
USD ($)
$ / shares
shares
|
Mar. 31, 2017
CAD
shares
|
Mar. 31, 2016
USD ($)
|
Jun. 30, 2017
USD ($)
|
Jun. 15, 2017
USD ($)
|
May. 31, 2017
USD ($)
|
Penalty |
$ 78,633
|
|
$ 43,018
|
|
|
|
February 29, 2016 [Member] |
|
|
|
|
|
|
Private Placement |
750,000
|
|
|
|
|
|
Proceeds from private placement |
600,000
|
|
|
|
|
|
Penalty |
71,282
|
|
|
|
|
|
Payment on debentures |
1,000,000
|
|
|
$ 300,000
|
$ 350,000
|
$ 350,000
|
April 4, 2016 [Member] |
|
|
|
|
|
|
Proceeds from private placement |
$ 150,000
|
|
|
|
|
|
Interest rate |
12.00%
|
12.00%
|
|
|
|
|
Warrants to purchase | shares |
163,044
|
163,044
|
|
|
|
|
Commissions |
$ 75,000
|
|
|
|
|
|
Price per share | $ / shares |
$ 1.15
|
|
|
|
|
|
January 24,2017 [Member] |
|
|
|
|
|
|
Private Placement |
$ 569,952
|
|
|
|
|
|
Proceeds from private placement |
136,788
|
|
|
|
|
|
Issue Value |
125,845
|
|
|
|
|
|
Finders Fees |
$ 10,943
|
|
|
|
|
|
Interest rate |
10.00%
|
10.00%
|
|
|
|
|
Warrants to purchase | shares |
18,000
|
18,000
|
|
|
|
|
Warrant price | $ / shares |
$ 1.0
|
|
|
|
|
|
January 24,2017 [Member] | CDN |
|
|
|
|
|
|
Private Placement | CAD |
|
CAD 750,000
|
|
|
|
|
Proceeds from private placement | CAD |
|
180,000
|
|
|
|
|
Issue Value |
$ 165,600
|
|
|
|
|
|
Finders Fees | CAD |
|
CAD 14,400
|
|
|
|
|
March 27, 2017 [Member] |
|
|
|
|
|
|
Private Placement |
5,083,980
|
|
|
|
|
|
Proceeds from private placement |
113,000
|
|
|
|
|
|
Issue Value |
109,235
|
|
|
|
|
|
Finders Fees |
$ 3,765
|
|
|
|
|
|
Interest rate |
10.00%
|
10.00%
|
|
|
|
|
Warrants to purchase | shares |
15,000
|
15,000
|
|
|
|
|
Warrant price | $ / shares |
$ 1.0
|
|
|
|
|
|
March 27, 2017 [Member] | CDN |
|
|
|
|
|
|
Private Placement | CAD |
|
CAD 6,750,000
|
|
|
|
|
Proceeds from private placement | CAD |
|
150,000
|
|
|
|
|
Issue Value |
$ 145,000
|
|
|
|
|
|
Finders Fees | CAD |
|
CAD 5,000
|
|
|
|
|
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|
1 Months Ended |
3 Months Ended |
|
|
|
Feb. 28, 2015
USD ($)
|
Feb. 28, 2015
CAD
|
Mar. 31, 2017
USD ($)
|
Mar. 31, 2016
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 09, 2015
CAD
shares
|
Dec. 09, 2014
USD ($)
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
Promissory note payable |
|
|
$ 112,515
|
|
$ 111,285
|
|
|
2336414 Ontario Inc. [Member] |
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
Promissory note payable | CAD |
|
|
|
|
|
CAD 500,000
|
|
Common shares owned | shares |
|
|
|
|
|
666,664
|
|
Payments on Promissory Note | CAD |
|
CAD 150,000
|
|
|
|
|
|
2336414 Ontario Inc. |
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
Promissory note payable |
|
|
|
|
|
|
$ 436,796
|
Payments on Promissory Note |
$ 111,285
|
|
|
|
|
|
|
Interest Expense |
|
|
$ 3,320
|
$ 3,448
|
|
|
|
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Fair Value Warrant (Details)
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Mar. 31, 2017
USD ($)
$ / shares
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|
April 2, 2015 Warrant [Member] |
|
Debt Conversion [Line Items] |
|
Warrants to purchase | shares |
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|
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|
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$ 4,291
|
April 27, 2015 Warrant [Member] |
|
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|
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|
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$ 1.25
|
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$ 4,264
|
February 29, 2016 Warrant [Member] |
|
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|
Warrants to purchase | shares |
130,435
|
Exercise price |
$ 1.15
|
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$ 106,583
|
April 4, 2016 Warrant [Member] |
|
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|
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32,609
|
Exercise price |
$ 1.15
|
Fair value of Warrant | $ |
$ 27,901
|
April 4, 2016 Warrant [Member] |
|
Debt Conversion [Line Items] |
|
Warrants to purchase | shares |
62,220
|
Exercise price |
$ 1.15
|
Fair value of Warrant | $ |
$ 53,236
|
January 24, 2017 Warrant [Member] |
|
Debt Conversion [Line Items] |
|
Warrants to purchase | shares |
18,000
|
Exercise price |
$ 1.0
|
Fair value of Warrant | $ |
$ 13,973
|
March 27, 2017 Warrant [Member] |
|
Debt Conversion [Line Items] |
|
Warrants to purchase | shares |
15,000
|
Exercise price |
$ 1.0
|
Fair value of Warrant | $ |
$ 11,923
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Revenues (Details) - USD ($)
|
3 Months Ended |
Mar. 31, 2017 |
Mar. 31, 2016 |
Gaming Revenues |
|
|
Total Turnover |
$ 52,719,502
|
$ 27,935,356
|
Less: Winnings/payouts |
48,927,124
|
25,765,679
|
Gross Gaming Revenues |
3,792,378
|
2,169,677
|
Less: ADM Gaming Taxes |
364,451
|
454,460
|
Net Gaming Revenues |
3,427,927
|
1,715,217
|
Add: Commission Revenues |
81,845
|
$ 31,969
|
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365,429
|
|
Revenue |
3,875,201
|
$ 1,747,186
|
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|
Gaming Revenues |
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28,749,836
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26,463,158
|
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27,222,482
|
24,618,293
|
Land-based [Member] |
|
|
Gaming Revenues |
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|
Total Turnover |
23,969,666
|
1,472,198
|
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$ 21,704,642
|
$ 1,147,386
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3 Months Ended |
Mar. 31, 2017 |
Mar. 31, 2016 |
Income Tax Disclosure [Abstract] |
|
|
U.S. statutory rate |
$ (124,831)
|
$ (278,252)
|
Tax rate difference between Italy and U.S. |
22,457
|
181,452
|
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127,222
|
145,803
|
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$ 47,109
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Mar. 31, 2017 |
Mar. 31, 2016 |
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|
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$ 145,497
|
|
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4,106,025
|
$ 3,276,183
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$ (3,276,183)
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