UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2020

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission File Number: 000-55954

 

ESPORTS ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55954   26-3062752

(State of

incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

170 Pater House, Psaila St

Birkirkara BKR 9077 Malta

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 356 2757 7000

 

 

(Former name or former address if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered Symbol(s)
Common Stock   GMBL   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   GMBLW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller reporting company [X]
    Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of November 11, 2020, there were 12,895,412 shares of common stock, par value $0.001 issued and outstanding.

 

 

 

 

 

 

ESPORTS ENTERTAINMENT GROUP, INC.

 

Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020

 

TABLE OF CONTENTS

 

Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and June 30, 2020 1
   
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2020 and 2019 2
   
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2020 and 2019 3
   
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2020 and 2019 4
   
Notes to Consolidated Financial Statements 5
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
   
Quantitative and Qualitative Disclosures about Market Risk 26
   
Controls and Procedures 27
   
PART II  
FINANCIAL STATEMENTS  
   
Legal Proceedings 28
   
Risk Factors 28
   
Unregistered Sales of Equity Securities and Use of Proceeds 29
   
Defaults Upon Senior Securities 29
   
Mine Safety Disclosures 29
 
Other Information 29
   
Exhibits 30
   
Signatures 31

 

i

 

 

Esports Entertainment Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

    September 30,     June 30,  
    2020     2020  
             
ASSETS                
                 
Current assets                
Cash and cash equivalents   $ 8,885,484     $ 12,353,307  
Loans receivable     250,000       -  
Other receivables     475,428       -  
Receivables reserved for users     222,580       -  
Deposit on business acquisition     -       500,000  
Prepaid expenses and other current assets     563,888       263,345  
Total current assets    

10,397,380

      13,116,652  
                 
Fixed assets, net     69,907       8,041  
Right of use asset, net     334,986       -  
Intangible assets, net     6,569,493       2,000  
Other non-current assets     1,116,408       6,833  
Goodwill     6,908,592       -  
                 
TOTAL ASSETS   $

25,396,766

    $ 13,133,526  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Accounts payable and accrued expenses   $ 1,998,610     $ 777,778  
Liabilities to customers     2,092,802       -  
Contingent consideration     500,000       -  
Notes payable - current     26,880       -  
Operating Lease Liability - current     133,891       -  
Taxes payable     32,270       12,113  

Warrant liability

   

3,387,218

      -  
Liabilities to be settled in stock     -       927,855  
Due to officers     -       21,658  
Total current liabilities     8,171,671       1,739,404  
                 
Operating Lease Liability - non-current     104,894       -  
Notes payable - non - current     295,680       -  
                 
Total liabilities     8,572,245       1,739,404  
                 
Stockholders’ equity                
Preferred stock $0.001 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2020 and June 30, 2020, respectively     -       -  
Common stock $0.001 par value; 500,000,000 shares authorized, 12,543,750 and 11,233,223 shares issued and outstanding as of September 30, 2020 and June 30, 2020, respectively     12,544       11,233  
Additional paid-in capital     39,125,131       31,803,491  
Equity to be issued     30,000       115,000  
Accumulated deficit     (22,344,095 )     (20,535,602 )
Accumulated other comprehensive income     941       -  
Total stockholders’ equity     16,824,521       11,394,122  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $

25,396,766

    $ 13,133,526  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

1

 

 

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

    Three Months Ended September 30,  
    2020     2019  
             
Revenue   $ 222,392     $ -  
Cost of revenue     (420,075 )     -  
Gross loss     (197,683 )     -  
                 
Operating expenses:                
Sales and Marketing     604,118       26,039  
General and administrative     3,055,808       666,895  
                 
Total operating expenses    

3,659,926

      692,934  
                 
Operating loss     (3,857,609 )     (692,934 )
                 
Other income (expense):                
Other income     2,511       -  
Interest expense     (1 )     (711,895 )
Net amortization of debt discount and premium on convertible debt     -       289,911  
Change in fair market value of derivative liabilities     -       1,070,716  

Change in fair market value of warrant liability

   

2,100,953

      -  
Loss on extinguishment of debt, net     -       (2,795,582 )
Foreign exchange loss     (54,349 )     -  
                 
Loss before income taxes     (1,808,493 )     (2,839,784 )
                 
Income tax     -       -  
                 
Net loss     (1,808,493 )     (2,839,784 )
                 
Other comprehensive income:                
Foreign currency translation     941       -  
                 
Net loss and comprehensive loss   $ (1,807,552 )   $ (2,839,784 )
Basic and diluted loss per common share   $ (0.15 )   $ (0.48 )
                 
Weighted average number of common shares outstanding, basic and diluted     12,173,038       5,862,795  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

2

 

 

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit)

For the Three Months Ending September 30, 2020 and 2019

(Unaudited)

 

    Common Stock                                
    Shares     Amount     Additional paid-in capital     Equity to be issued     Accumulated Deficit     Accumulated other comprehensive income     Total  
Balance as at July 1, 2020     11,233,223     $ 11,233     $ 31,803,491     $ 115,000     $ (20,535,602 )   $ -       11,394,122  
Common stock issued upon the exercise of warrants     275,463       276       1,109,648       (85,000 )     -       -       1,024,924  
Common stock and warrants issued for

LHE Enterprises Limited

   

650,000

      650      

3,802,500

      -       -       -      

3,803,150

 
Common stock issued for Flip Acquisition     93,808       94       499,906       -       -       -       500,000  
Common stock issued for services    

291,256

     

291

     

1,873,551

      -       -       -      

1,873,842

 
Stock based compensation     -       -       36,035       -       -       -       36,035  
Foreign exchange translation     -       -       -       -       -       941       941  
Net loss for the period     -       -       -       -      

(1,808,493

)     -       (1,808,493 )
Balance as at September 30, 2020     12,543,750     $ 12,544     $ 39,125,131     $ 30,000     $

(22,344,095

)   $ 941     $

16,824,521

 
                                                         
Balance as at July 1, 2019     5,849,208       5,849       4,955,380       230,000       (10,184,187 )     -       (4,992,958 )
Common stock and warrants issued for services     16,667       17       199,983       (200,000 )     -       -       -  
Stock based compensation for options issued to employees     -       -       55,672       -       -       -       55,672  
Net loss for the period     -       -       -       -       (2,839,784 )     -       (2,839,784 )
Balance as at September 30, 2019     5,865,875     $ 5,866     $ 5,211,035     $ 30,000     $ (13,023,971 )   $ -     $ (7,777,070 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

3

 

 

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    For the Three Months Ended September 30,  
    2020     2019  
Cash flows from operating activities:                
Net loss   $ (1,808,493 )   $ (2,839,784 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Amortization and depreciation     266,448       153,241  
Stock based compensation     1,007,672       12,810  
Net amortization of debt discount and premium on convertible debt     -       (289,911 )
Change in the fair market value of derivative liabilities     -       (1,070,716 )

Change in the fair market value of warrant liability

   

(2,100,953

)     -  
Loss on extinguishment of debt     -       2,795,582  
Non-cash interest expense     -       613,113  
Changes in operating assets and liabilities:                
Other receivables     21,619       -  
Receivables reserved for users     (195,213 )     -  
Prepaid expenses and other current assets     (32,888 )     15,633  
Accounts payable and accrued expenses     (738,356 )     166,610  
Liabilities to customers     381,325       -  
Operating lease liability     1,978       -  
Taxes payable     (45,324 )     -  
Due to officers     (21,658 )     -  
Net cash used in operating activities     (3,263,843 )     (443,422 )
                 
Cash flows from investing activities:                
Payment made in connection with LHE Enterprises Limited business acquisition     (750,000 )     -  
Payment made in connection with Flip business acquisition     (100,000 )     -  
Payments made in connection with loans receivable     (250,000 )     -  
Purchase of intangible assets     (98,136 )     -  
Purchase of property and equipment     (2,520 )     -  
Cash received upon LHE Enterprises Limited acquisition     80,009       -  
Net cash used in investing activities     (1,120,647 )     -  
                 
Cash flows from financing activities:                
Proceeds from the exercise of warrants     1,024,924       -  
Proceeds from promissory convertible note     -       475,000  
Deferred financing costs     -       (35,000 )
Net cash provided by financing activities     1,024,924       440,000  
                 
Effect of exchange rate on changes in cash     (108,257 )     -  
                 
Net (decrease) increase in cash     (3,467,823 )     (3,422 )
                 
Cash, beginning of period     12,353,307       43,412  
                 
Cash, end of period   $ 8,885,484     $ 39,990  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
CASH PAID FOR:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  
                 
SUPPLEMENTAL DISLCOSURE OF NON-CASH FINANCING ACTIVITIES:                
Common stock issued in connection with LHE Enterprises Limited business acquisition   $ 3,802,500     $ -  
Warrants issued in connection with LHE Enterprises Limited business acquisition   $ 5,488,171     $ -  
Common stock issued in connection with Flip business acquisition   $ 500,000     $ -  
Common stock for the settlement of liabilities to be settled in stock   $ 927,855     $ -  
Contingent consideration in connection with acquisition of Flip   $ 500,000     $ -  
Extinguishment of derivative liability associated with extinguishment of convertible notes   $ -     $ 1,426,323  
Extinguishment of debt discount associated with extinguishment of convertible notes   $ -     $ 1,909,280  
Debt discount and derivative associated with amended and restated note   $ -     $ 1,367,896  
Increase in principal amount of convertible debt associated with amended and restated note   $ -     $ 660,000  
Derivative liability associated with convertible notes entered into   $ -     $ 1,354,301  
Debt discount associated with notes entered into   $ -     $ 522,500  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

4

 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Note 1 – Nature of Operations

 

Esports Entertainment Group, Inc. (formerly VGambling Inc.) (the “Company”) was incorporated in the state of Nevada on July 22, 2008. On April 18, 2017, the majority of the shareholders of the Company’s common stock voted to approve a change of the name of the Company from VGambling, Inc. to Esports Entertainment Group, Inc.

 

Esports is the competitive playing of video games by amateur and professional teams for cash prizes. Esports typically takes the form of organized, multiplayer video games that include real-time strategy, fighting, first-person shooter and multiplayer online battle arena games. As of March 20, 2020, the three largest selling esports games were Dota 2, League of Legends (each multiplayer online battle arena games) and Counter Strike: Global Offensive (a first-person shooter game). Other popular games include Smite, StarCraft II, Call of Duty¸ Heroes of the Storm, Hearthstone and Fortnite. Esports also includes games which can be played, primarily by amateurs, in multiplayer competitions on the Sony PlayStation, Microsoft Xbox and Nintendo Switch. Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services including twitch.tv, azubu.tv, ustream.tv and youtube.com.

 

We are an esports entertainment and online gambling company primarily focused on three verticals, (i): esports entertainment, (ii) esports wagering, and (iii) iGaming and traditional sports betting. We believe focusing on these verticals positions the Company to take advantage of a trending and expanding marketplace in esports with the rise of competitive gaming as well as the legalization of online gambling in the United States.

 

Esports Entertainment:

 

Our esports entertainment vertical includes any activity that we pursue within esports that does not include real-money wagering. Right now, the main component of this vertical is our skill-based tournament platform. This allows us to engage and monetize players across 41 states where skill-based gambling is legal as well as create relationships with players that can eventually migrate to our Vie.gg real-money wagering platform.

 

Esports Wagering:

 

We intend to be a leader in the large and rapidly growing sector of esports real-money wagering. Our Vie.gg platform offers fans the ability to wager on professional esports events in a licensed and secure environment. At the current time, under the terms of our existing Curacao license, we are currently able to accept wagers from residents of over 149 jurisdictions including Canada, Japan, Germany and South Africa.

 

On April 30, 2020, we received our gaming service license from the Malta Gaming Authority (MGA). We now expect that residents in a number of European Union member states will be able to place bets on our website. On August 20, 2020, we announced that we entered into a multi-year partnership with Twin River Worldwide Holdings, Inc (NYSE: TRWH) to launch our proprietary mobile sports betting product in the state of New Jersey. We intend to have our platform live in the state by the end of the first quarter of 2021.

 

iGaming and Traditional Sports Betting:

 

The goal of our iGaming and traditional Sports Betting vertical is to provide profitable growth and access to strategic licenses in jurisdictions that we can cross-sell into our Vie.gg platform. On July 7, 2020, we entered into a stock purchase agreement (the “Argyll Purchase Agreement”), by and among the Company, LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby, upon closing on July 31, 2020, the Company acquired all of the outstanding capital stock of LHE and its subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and (iii) Argyll Productions Limited (collectively the “Acquired Companies” or “Argyle”). AHG is licensed and regulated by the UK Gambling Commission and the Irish Revenue Commissioners to operate online sportsbook and casino sites in the UK and Ireland, respectively. Argyll has a flagship brand, www.sportnation.bet, as well as two white label brands, www.redzone.bet and www.uk.fansbet.com (collectively the “Argyll Brands”), with over 200K registered players at the end of calendar year 2019.

 

  5  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Online Esports Tournament Play:

 

We intend to offer players from around the world, including the United States (except in 13 states in the US and other jurisdictions outside the US which currently prohibit playing games of skill for cash prizes), the ability to enter and participate in online video game tournaments and win cash prizes. Online esports tournament play consists of two or more people playing against each other in a game from their personal phones or computers, where such players do not necessarily have to be playing in real time. These events could be held over the course of a day, a week or even a month and the winner will be the one with the top score or the fastest time at the conclusion of the event.

 

Cash-based tournaments involving games of skill are not considered gambling in most U.S. states because the generally accepted definition of gambling involves three specific things: (1) the award of a prize, (2) paid-in consideration (meaning entrants pay to compete) and (3) an outcome determined on the basis of chance. As a result, games of skill are not generally subject to the same laws and regulations as our esports event wagering service. We expect participants in our tournaments being able to enter and play against each other with prize money distributed to the last remaining competitors. We anticipate collecting a tournament entry fee for our tournaments, as well as a percentage of total winnings that are paid to users (typically 10% of the entry fees) and thus none of our money will be at risk or otherwise dependent on the outcome. We intend to offer users a wide selection of video games of skill to be played online for real money in small groups to major tournaments. The tournament platform will also serve as a tool to help us determine which markets we are finding the most esports players. We believe using the tournament platform to penetrate the US market will allow us to grow our brand within the esports community and lead to lower customer-acquisition-costs for our wagering platform.

 

International Market Expansion

 

We received a Gaming Service License for online pool betting from the Malta Gaming Authority in April 2020, established a brick and mortar office in such jurisdiction and anticipate commencing online gaming operations in that jurisdiction in 2020, both on the Vie.gg and Argyll Brands. We expect that residents of a number of both European Union and non-EU countries will be able to place bets on our website.

 

Although the Vie.gg brand is focused solely on offering online wagering on the widest range of esports events broadcast from around the world, the Argyll Brands offer online users traditional casino style games such as poker, craps or slots, as well as offering online wagering on traditional sporting events such as soccer, horse racing and football. All persons 18 years and older can presently place bets on our online gambling website at www.vie.gg except for residents of the United States and other jurisdictions that the Company is precluded from supplying its services to pursuant to its gaming licenses. With respect to our Argyll Brands, wagering is only permitted by customers in the United Kingdom and Republic of Ireland. On April 30, 2020, the Company received its Gaming Service License for online pool betting from the Malta Gaming Authority. This allows residents of certain European Union member countries to place bets on our website.

 

On July 31, 2020, the Company consummated the closing of the Argyll Purchase Agreement. As consideration for the Acquired Companies, the Company (i) paid AHG $1,250,000 in cash (the “Cash Purchase Price”) of which $500,000 was previously paid; (ii) issued to AHG 650,000 shares of common stock of the Company (the “Consideration Shares”); and (iii) issued to AHG warrants to purchase up to 1,000,000 shares of common stock of the Company at an exercise price of $8.00 per share (the “Consideration Warrants” together with the Cash Purchase Price and the Consideration Shares the “Purchase Price”). The Consideration Warrants are exercisable for a term of three (3) years.

  

  6  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

There have been recent outbreaks in several countries, including the United States, of the highly transmissible and pathogenic coronavirus (“COVID-19”). At this date, we cannot fully predict the impact of the COVID-19 outbreak on our financial results and operations and we continue to closely monitor the situation. The measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations. We intend to continue to be nimble in our commercial approach and explore all options with respect to how we can best minimize the negative impact of COVID-19 on our business.

 

Note 2 – Summary of Significant Accounting Policies

 

A summary of the significant accounting policies applied in the preparation of the accompanying condensed consolidated financial statements follows:

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2020. The consolidated balance sheet as of June 30, 2020 was derived from the audited consolidated financial statements as of and for the year then ended. The condensed consolidated statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated on consolidation.

 

The Company’s financial statements are prepared using the accrual basis of accounting in accordance and the Company’s functional and reporting currency is the U.S. dollar.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The Company reclassified taxes payable from accounts payable and accrued expenses and sales and marketing from general and administrative.

 

Use of estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, and all highly liquid debt instruments purchased with an original maturity of three months or less. As at September 30, 2020 and June 30, 2020 there were no cash equivalents. At times, cash deposits may exceed FDIC-insured limits. At September 30, 2020 and June 30, 2020, the amount the Company had on deposit funds that exceeded the FDIC-insured limits were approximately $8,500,000 and $12,000,000, respectively.

 

  7  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Prepaid Expenses

 

Prepaid expenses consist of stock based compensation, consulting and insurance and services paid in advance, for which the Company has not yet received the benefit.

 

Equipment

 

Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably.

 

Repairs and maintenance costs are charged to the statements of operations, during the year in which they are incurred.

 

Depreciation is provided for over the estimated useful life of the asset as follows:

 

Furniture and equipment     5 years  
Computer equipment     3 years  

 

Useful lives and residual values are reviewed and adjusted, if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The cost and accumulated depreciation of assets retired or sold are removed from the respective accounts and any gain or loss is recognized in operations.

 

Business Acquisition Accounting

 

The Company applies the acquisition method of accounting for business acquisitions. The Company allocates the purchase price of our business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill.

 

Goodwill and Intangible Assets

 

The Company has recorded intangible assets, including goodwill, in connection with business acquisitions. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. The allocation of intangible assets impacts the amounts allocable to goodwill.

 

In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations.

 

Operating Leases

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective July 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update:

 

  8  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

  The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to July 1, 2019.
  Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less.
  The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment.
  The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases.

 

As a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company will review for the existence of embedded leases in future agreements.

 

Adoption of this standard resulted in the recognition of operating lease right-of-use assets of $367,513 and lease liabilities of $236,807 on the consolidated balance sheet as of August 1, 2020 as part of the acquisition of LHE Enterprises Limited. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 10.

 

Impairment of Long-Lived Assets

 

The Company reviews its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying amount exceeds the fair value, is recognized if the carrying amount exceeds estimated undiscounted future cash flows.

 

Internal-Use Software

 

Capitalized internal-use software costs include external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project, and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life-cycle are expensed as incurred.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

FASB issued ASC 740-10 “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

  9  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Derivative Instruments

 

The Company evaluates its convertible notes and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Paragraph 815-10-05-4 of the Codification and Paragraph 815-40-25 of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

 

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 

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. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument.

 

The Company marks to market the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the statements of operations.

 

The Company utilizes the Monte Carlo Method that values the liability of the debt conversion feature derivative financial instruments and derivative warrants based on exercise contingencies. The reason the Company selected the lattice binomial model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models.

 

Fair Value of Financial Instruments

 

ASC 820 “Fair Value Measurement” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 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. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices that are observable for asset or liability or indirectly; and

Level 3 – inputs that are not based on observable market data.

 

The carrying amounts of the Company’s financial instruments including cash, amounts receivables, prepaid expenses and other current assets, accounts payable, accrued liabilities, and due to shareholder approximate their fair values due to their short-term nature.

 

Income (Loss) Per Share

 

Basic income (loss) per share is computed by dividing net income (loss) attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

 

  10  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

The following securities were excluded from weighted average diluted common shares outstanding for the three months ended September 30, 2020 and 2019 because their inclusion would have been antidilutive.

 

    As of September 30,  
    2020     2019  
Common stock equivalents:                
Common stock options     51,942       51,942  
Warrants     5,993,129       804,390  
Convertible notes     -       375,833  
Equity to be issued     2,667       2,667  
Totals     6,047,738       1,234,832  

 

Foreign Currency Translation

 

Monetary assets and liabilities are translated from British pound sterling, Euros, and Canadian dollars into U.S. dollars, which is the functional currency of the Company, at the year-end exchange rate, while foreign currency expenses are translated at the exchange rate in effect on the date of the transaction. The resultant gains or losses are included in the statement of operations. Non-monetary items are translated at historical rates.

 

Stock-based compensation

 

The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans based on estimated fair values.

 

ASC 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s statement of operations and comprehensive loss. The Company recognizes share-based award forfeitures as they occur rather than estimated by applying a forfeiture rate due to lack of historical experience.

 

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, “Compensation – Stock Compensation”. Therefore, the measurement of compensation expense for all stock awards granted are at the fair value on the date of grant and recognition of compensation expense is based on the related service periods for awards expected to vest, which is typically the performance period. The Company has adopted ASU 2018-07, Compensation – Stock Compensation. There was no accounting impact related to the adoption of ASU 2018-07.

 

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company recognizes compensation expense for the fair value of non-employee awards based on the straight-line method over the requisite service period of each award. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model.

 

Advertising

 

Advertising consist primarily of online search and advertising, trade shows, marketing fees, and other promotional expenses. Online search and advertising costs, which are expensed as incurred, include online advertising media such as banner ads and pay-per-click payments to search engines. Advertising expense for the three months ended September 30, 2020 and 2019 was approximately $315,000 and $26,000, respectively.

 

  11  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Revenue Recognition

 

The Company generates revenue from end-users (“customers”) placing bets on its online gambling sites it operates for its brands. The Company recognizes revenue through the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The performance obligations in the contract are the settlements of each individual bet. The transaction price is the total Gross Gaming Revenue of the transactions settled, less any bonuses accrued with them, less any profit share required to be paid to the externally owned brands, net of amounts hedged to offset potential losses.

 

The Company records revenue as Net Gaming Revenue (“NGR”), which is the difference between the amount of money players wager minus the amount that they win, less any bonus costs. The Company records liabilities for amounts due to users of which the balance consists of user deposits and user winnings less user withdrawals and user losses.

 

The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as these bets have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio will not differ materially from that which would result if applying the guidance to an individual bet placed.

 

The Company grants two types of bonuses which are standard in the gaming industry: (i) Free bet whereby upon making a deposit and get another free bet regardless of the outcome of the first bet (ii) Deposit match bonus in which the Company will match the player’s deposit up to a certain specified percentage or amount. The bonuses typically expire 3-6 months after they are granted. These bonuses represent consideration payable to a customer and therefore are treated as a reduction of the transaction price for the wagering transaction. The transaction price for the bonus is variable based on the percentage of rewards expected to expire.

 

We evaluate bets that users place on websites owned by third party brands in order to determine whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported gross or net. An entity is a principal if it has the ability to direct the use of and obtain substantially all the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. For these arrangements, we are the principal as we control the wagering service; therefore, any charges, including any applicable simulcast fees, we incur for delivering the wagering service are presented as operating expenses.

 

  12  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Receivables Reserved for Users

 

User deposit receivables are stated at the amount the Company expects to collect from a payment processor. These arise due to the timing differences between a user’s deposit and the receipt of the payment into the Company’s bank accounts. Receivables also arise as the result of the securitization policies of certain payment processors.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Collectively, we refer to Topic 606 as the “new standard.”

 

We adopted the requirements of the new standard as of July 1, 2020, using the modified retrospective method. The impact of adopting the new standard had no impact on our fiscal 2020 and fiscal 2019 financial statements as revenues is not material and resulted in no cumulative effect adjustment on net income or cash flows. Upon adoption, the Company recorded no contract assets and a contract liability in the amount of $1,258,919. For the three months ended September 30, 2020, the Company recognized approximately $54,000 as revenues in relation to the contract liabilities recorded upon adoption.

 

We applied the new standard using a practical expedient where all related GAAP changes are made retrospectively to contracts that are not completed contracts at the date of initial application. The Company does not need to restate contracts that begin and are completed within the same annual reporting period.

 

Recently issued accounting standards

  

In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2017-11 which did not have any impact on the Company’s financial statement presentation or disclosures.

 

  13  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40). This ASU addresses customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance to determine the impact it may have on the Company’s financial statements.

 

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. ASU 2018-17 eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. Instead, the reporting entity will consider such indirect interests on a proportionate basis. This update is effective for fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this update on our consolidated financial statements and related disclosures.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the potential impact of this standard on our consolidated financial statements.

 

In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the potential impact of this standard on our consolidated financial statements.

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

 

  14  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Note 3 – Business Acquisitions

 

Business acquisitions are accounted for under the purchase method of accounting in accordance with ASC 805. The results of operations of the acquired businesses since the date of acquisition are included in the condensed consolidated financial statements of the Company for the three months ended September 30, 2020. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their preliminary estimated fair values as of the date of acquisition, as determined by management. The purchase price allocations are preliminary and a final determination of purchase accounting adjustments, which may be material, will be made upon the finalization of the Company’s integration activities, which are expected to be completed during the fiscal year ending 2021. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from this acquisition can be attributed to a number of business factors including, but not limited to, cost synergies expected to be realized and trained technical workforce

 

Acquisition of LHE Enterprises Limited.

 

On July 7, 2020, the Company entered into a stock purchase agreement (the “Argyll Purchase Agreement”), between the Company, LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby upon closing on July 31, 2020 the Company acquired all of the outstanding capital stock of LHE and its subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and (iii) Argyll Productions Limited (collectively the “Acquired Companies”). Argyll Entertainment AG is licensed and regulated by the UK Gambling Commission and the Irish Revenue Commissioners to operate online sportsbook and casino sites in the UK and Ireland, respectively. Argyll has a flagship brand, www.SportNation.bet, as well as two white label brands, www.RedZone.bet and www.uk.Fansbet.com, with over 200K registered players at the end of calendar year 2019.

 

On July 31, 2020, the Company consummated the closing of the Argyll Purchase Agreement. As consideration for the Acquired Companies, the Company (i) paid AHG $1,250,000 in cash (the “Cash Purchase Price”) of which $500,000 was previously paid; (ii) issued to AHG 650,000 shares of common stock of the Company (the “Consideration Shares”); and (iii) issued to AHG warrants to purchase up to 1,000,000 shares of common stock of the Company at an exercise price of $8.00 per share (the “Consideration Warrants” together with the Cash Purchase Price and the Consideration Shares the “Purchase Price”). The Consideration Warrants are exercisable for a term of three (3) years.

 

The preliminary purchase price allocation of $10,617,784 as of the acquisition completion date of July 31, 2020 is as follows:

 

Purchase price:      
Cash   $ 1,250,000  
Value of common stock issued     3,802,500  
Value of warrant issued     5,488,171  
Total purchase price consideration   $ 10,540,671  
         
Allocation of the purchase price:        
Current assets   $ 833,769  
Long-term assets     1,385,274  
Player relationships     2,460,798  
Betting platform software     2,698,968  
Tradenames     839,189  
Gaming licenses     144,000  
Goodwill     6,358,592  
Less:        
Current liabilities assumed     (3,721,573 )
Non-current liabilities assumed     (458,346 )
Total allocation of purchase price consideration   $ 10,540,671  

 

The estimated useful life of the identifiable intangible assets is five years. The goodwill is not amortizable for tax purposes. Transaction related costs for the Argyll Purchase Agreement were $77,113

 

  15  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Pro Forma Operating Results

 

The following table provides unaudited pro forma results for the three months ended September 30, 2020 and 2019, as if the Argyll Purchase Agreement consummated on July 1, 2019. The pro forma results of operations were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the Argyll Purchase Agreement been made as of July 1, 2019 or results that may occur in the future.

 

    Pro Forma (Unaudited) for the Three months ended September 30, 2020 and 2019  
    2020     2019  
Net sales   $ 324,665     $ 2,944,521  
Net loss   $ (2,048,798 )   $ (3,213,767 )
Net loss per common share, basic and diluted   $ (0.17 )   $ (0.49 )

 

Acquisition of Flip

 

On September 3, 2020 the Company, entered into an Assignment of Intellectual Property Rights Agreement (the “IP Assignment Agreement”), by and among the Company, AHG and Flip Sports Limited (“Flip”) whereby the Company acquired all intellectual property rights in connection with the software developed by Flip and owned by AHG related to AHG’s online games and rewards platform and all other online software (the “Software”). This includes all works in relation to the same, including, but not limited to the source code of the Software and all technical and functional information and documentation required to operate the Software, all artwork, content and materials used in connection with the Software and any other works in respect of which AHG is the legal and beneficial owner and which are being used in connection with the Software (the “Works” together with the intellectual property rights in the Software the “Assigned Intellectual Property”).

 

As consideration for the Assigned Intellectual Property, the Company agreed to pay AHG an aggregate of $1,100,000 (the “Flip Purchase Price”) payable as follows: (a) $100,000 in cash on the Effective Date (“Cash Consideration”); and (b) that certain number of shares the Company’s restricted common stock, equal to $1,000,000 (the “Share Consideration”) at a price per share equal to the 30-day weighted average of the Company’s common stock immediately prior to the effective date, September 3, 2020, in accordance with the following payment schedule (i) that certain number of shares equal to $500,000 issued to AHG on the Effective Date (“Closing Shares”); and (ii) that certain number of shares equal to $500,000 of restricted common stock (the “Post Closing Shares”) issued to AHG on the sixth (6) month anniversary of the Effective Date (“Final Payment Date”), subject to the continued employment of certain key employees of Flip as identified in the IP Assignment Agreement (the “Key Employees”). The cash equivalent amount of the Post Closing Shares shall be reduced by $100,000 per Key Employee no longer with the Company on the Final Payment Date. On September 14, 2020, the Company issued 93,808 in accordance with the agreement.

 

The preliminary purchase price allocation of $1,100,000 as of the acquisition completion date of September 3, 2020 is as follows:

 

Purchase price:        
Cash   $ 100,000  
Value of common stock issued     500,000  
Value of contingent consideration     500,000  
Total purchase price consideration   $ 1,100,000  
         
Allocation of the purchase price:        
Rewards platform software   $ 550,000  
Goodwill     550,000  
Total allocation of purchase price consideration   $ 1,100,000  

 

  16  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

The unaudited pro forma financial results for Flip are immaterial for the three months ending September 30, 2020 and 2019. The estimated useful life of the identifiable intangible assets is five years. The goodwill is amortizable for tax purposes. Transaction related costs for the Flip acquisition were immaterial.

 

Note 4 – Fixed Assets

 

Fixed assets as of September 30, 2020 and June 30, 2020 consists the following:

 

    September 30, 2020     June 30, 2020  
Computer equipment   $ 91,231     $ 14,450  
Furniture and equipment     145,072       20,241  
Total     236,303       34,691  
Accumulated depreciation     (166,396 )     (26,650 )
Net carrying value   $ 69,907     $ 8,041  

 

During the three months ended September 30, 2020 and 2019, the Company recorded total depreciation expense of $49,096 and $2,216, respectively.

 

Note 5 – Intangible Assets

 

Intangible assets as of September 30, 2020 and June 30, 2020 consists the following:

 

    September 30, 2020     June 30, 2020  
             
Player relationships   $ 2,460,799     $ -  
Betting platform     2,698,968       -  
Tradename     839,189       -  
Rewards platform     648,136       -  
Licenses     144,000       -  
Online gaming website     6,000       6,000  
Total intangible assets     6,797,092       6,000  
Accumulated amortization     (227,599 )     (4,000 )
Net carrying value   $ 6,569,493     $ 2,000  

 

During the three months ended September 30, 2020 and 2019, the Company recorded total amortization expense of $217,352 and $10,594, respectively.

 

Note 6 – Loans Receivable

 

On September 22, 2020, the Company entered into two credit facility agreements with two U.S. corporations (the “Borrowers”). Under the agreements, the Company is willing to make a line of credit available to the Borrowers of up to $1,000,000, in the aggregate. The interest rate is 0%. The credit facility was entered into to make funds available to the Borrowers until the proposed acquisition of the Borrowers by the Company is consummated. The Company has entered into an agreement to acquire the Borrowers. The acquisition is expected to close by fiscal year ending 2021. As of September 30, 2020, the Company had recorded $250,000 as loans receivable in relation to the credit facility agreements.

 

  17  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Note 7 – Other Receivables

 

Other receivables as of September 30, 2020 consists of the following:

 

    September 30, 2020  
Marketing advances to revenue partners   $ 453,515  
Revenue share     17,960  
Other receivables     3,953  
Total   $ 475,428  

 

The Company did not have other receivables as of June 30, 2020.

 

Note 8 – Other Non-Current Assets

 

Other non-current assets as of September 30, 2020 and June 30, 2020 consists of the following:

 

    September 30, 2020     June 30, 2020  
Deposits reserved for users   $ 277,401     $ -  
Despots for gaming duties     706,274       -  
Other deposits     132,733       6,833  
Total   $ 1,116,408     $ 6,833  

 

Note 9 – Related Party Transactions

 

The Company entered into transactions and owes balances related to cash to officers and directors.

 

a) The Company currently leases office space from the Chief Executive Officer of the Company, Grant Johnson. During the three months ended September 30, 2020 and 2019, the Company incurred rent of $1,200 and $0, respectively, charged by its Chief Executive Officer. As of September 30, 2020 and June 30, 2020, the Company owed $0 and $21,658, respectively, to its Chief Executive Officer related to rent payments and corporate expenses paid on the Company’s behalf.

 

b) The Company has entered into a rental agreement and a referral agreement with Contact Advisory Services Ltd, which is partly owned by a member of our board of directors. During the three months ended September 30, 2020 and 2019, the Company expensed approximately $17,000 and $19,000, respectively, in accordance with the agreements.

 

Note 10 – Leases

 

In conjunction with acquisition on July 31, 2020, the Company inherited a lease agreement for office space, which had under two years remaining on upon the acquisition. The assets and liabilities from operating leases are recognized at the acquisition date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

 

The Company’s operating lease does not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using the interest rate of the acquired Company’s long-term debt at the time of the commencement of the lease, which was 5%.

 

The Company’s weighted-average remaining lease term relating to its operating leases is 1.67 years, with a weighted-average discount rate of 5%.

 

The Company incurred lease expense for its operating leases of $34,505 which was included in “General and administrative expenses,” for the three months ended September 30, 2020.

 

At September 30, 2020, the Company had a right-of-use-asset related to operating leases of $367,513, accumulated amortization related to operating leases of $32,527, both of which are included as right of use asset, net.

 

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of September 30, 2020.

 

  18  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Maturity of Lease Liability:        
Remainder of 2021   $ 106,648  
Year ending 2022     142,197  
Total undiscounted operating lease payments     248,845  
Less: imputed interest     (10,061 )
Present value of operating lease liabilities   $ 238,785  

 

Note 11 – Notes Payable

 

On April 30, 2020, the Company obtained a sterling term loan facility from HSBC, with a limit of £250,000. The loan allowed for a drawdown period up to 60 days following the loan acceptance date, which the Company drew down upon in its entirety on June 5, 2020. The loan is to be repaid on a monthly basis beginning on the thirteenth month following the drawdown date until the date 3 years from the date of the drawdown of the loan (“Final Repayment Date.”). Interest at a rate of 3.49% per annum over the Bank of England Base Rate will be payable on the outstanding principal amount of the loan monthly and on the Final Repayment Date. On September 30, 2020, the Company recorded $26,880 as notes payable, current and $295,680 as notes payable, non – current in relation to the loan.

 

Note 12 – Commitments and contingencies

 

Consultant Agreements

 

On October 1, 2019, the Company entered into a sponsorship agreement with an eSports team (the “Team”) in order to obtain certain sponsorship-related rights, benefits, and opportunities with respect to the eSports team. The term of the contract was from October 1, 2019 to June 30, 2022. The Company agreed to pay the Team $516,000 over the term of the contract and $230,000 worth of common stock. The stock is payable in 12 equal installments on the first day of each month. On August 6, 2020, the Company entered into an amended and restated sponsorship agreement whereby the Company agreed to pay a total of $2,545,000 in cash and $825,000 of common stock in tranches throughout the term of the contract which expires on January 31, 2023. As of September 30, 2020, the Company issued 33,333 shares of common stock to the Team. As of September 30, 2020, the Company has accrued $42,469 as accrued expenses in relation to this agreement. For the three months ended September 30, 2020, the Company has expensed $230,879 in accordance with the agreement. As of September 30, 2020, the Company owed 23,815 shares of common stock to the Team.

 

  19  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

On August 17, 2020, the Company entered into an agreement with Twin River Worldwide Holdings, Inc. (“Twin River”) that operates various online gaming and betting services in the state of New Jersey, USA. The organization will assist the Company in the operations and support to make available sports wagering to persons in New Jersey under the State Gaming Law. On the skin launch date (the “Launch Date”), which is expected to occur during the fiscal year ending June 30, 2021, the Company will pay the operator $1,500,000 and issue 50,000 shares of common stock. On each one-year anniversary of the Launch Date, the Company will pay an additional $1,250,000 and issue 10,000 shares of common stock. The agreement shall have a term of ten years from the Launch Date.

 

Contingencies

 

In September 2018, Boustead Securities, LLC (“Boustead”) notified us via letter of a claim that they were owed $192,664, as well as warrants to purchase 1,417,909 shares of our common stock as compensation for their acting as the placement agent for the sale of our securities between June 2017 and 2018. This matter was then brought to JAMS pursuant to an arbitration clause in the placement agent agreement entered into by the Company and Boustead.

 

The Arbitration is currently scheduled for December 2020.

 

On August 3, 2020, Tangiers Global, LLC (“Tangiers”) filed a lawsuit in the United States District Court for the District of Nevada, entitled Tangiers Global, LLC, v. VGambling, Inc. et al, Case No. 2:20-cv-01434-APG-DJA. While filed in Nevada, the matter is in the process of being transferred to the District of Puerto Rico. The complaint for the lawsuit alleges, among other things, that the Company breached a certain 8% convertible promissory note, dated June 3, 2016, and Common Stock Purchase warrant of the same date.

 

The Company believes the lawsuit lacks merit and will vigorously challenge the action, in addition, to file any counterclaims that may exist. At this time, the Company is unable to estimate potential damage exposure, if any, related to the litigation.

 

Note 13 – Revenue Recognition

 

As a result of the LHE Enterprises Limited, the Company is now revenue generating. Upon the acquisition of LHE Enterprises Limited, the Company recorded no contract assets and contract liabilities in the amount of $1,258,919. For the three months ended September 30, 2020, the Company recognized approximately $54,000 as revenues in relation to the contract liabilities recorded upon adoption. As of September 30, 2020, contract assets were not material.

 

As of September 30, 2020 contract liabilities were $2,092,802, which are recorded as “Liabilities to customers” in the accompanying consolidated balance sheets. Contract liabilities primarily relate to deposits received from customers where bets were not yet placed.

 

The Company did not have any contract assets or liabilities as of June 30, 2020.

 

Disaggregated Revenues

 

The following table presents our revenues from contracts with customers disaggregated by revenue source:

 

   

For the three months ended

September 30, 2020

 
Rush profit share*   $ 139,619  
SportNation.bet     67,400  
RedZone Sports Limited     (23,609 )
Other services     38,982  
Total   $ 222,392  

 

*The Company entered into a revenue sharing agreement with Rush during the period ending September 30, 2020. The Company provides software, tools and infrastructure for the operation and maintenance of an online gaming services to be offered on Rush’s website. In return, the Company receives 25% of the related net profits with a minimum of 25,000 British pound sterling per month. 

 

The Company did not have any revenues for the three months ended September 30, 2019

 

  20  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Note 14 – Equity

 

Preferred Stock

 

The Company has authorized 10,000,000 shares of preferred stock with a par value of $0.001 per share. There are no preferred shares designated, issued, and outstanding for the periods ending September 30, 2020 and June 30, 2020.

 

Common Stock

 

During the three months ended September 30, 2020, the Company issued 281,626 shares of its common stock for services rendered with a weighted average fair market value of $6.46 per share or $1,819,601 in the aggregate. Of the 281,626 shares of common stock issued, 117,450 shares of common stock were related to services received in a previous period. The Company recorded these shares as liabilities to be settled in stock at June 30, 2020 with a fair market value of $927,855 in the aggregate. For the period ended September 30, 2020, the Company recorded $927,855 as a reduction of current liabilities and increase to additional paid-in capital.

 

During the three months ended September 30, 2020, the Company issued 275,463 shares of common stock for the exercise of warrants with a weighted average exercise price of $3.72 per share or $1,024,924 in the aggregate. Of the 275,463 shares of common stock issued, 20,000 shares of common stock were related to an exercise in the previous period. The Company recorded these shares at June 30, 2020 with a fair market value of $4.25 per share or $85,000. For the three months ended September 30, 2020, the Company recorded $85,000 as a reduction in equity to be issued.

 

During the three months ended September 30, 2020, the Company issued 650,000 shares of common stock in relation to the LHE Enterprises Limited acquisition. The Company recorded these shares at fair market value in the amount of $3,802,500 (see Note 3). Additionally, the Company issued 9,630 shares as a finder’s fee in relation to the acquisition. The Company expensed these shares as general and administrative in the amount of $54,232.

 

On September 14, 2020, the Company issued 93,808 shares of common stock in relation to the Flip acquisition. The Company recorded these shares at fair market value on the date of grant in the amount of $500,000 (see Note 3).

 

During the three months ended September 30, 2019, the Company issued 16,667 shares of common stock related to a consulting agreement dated June 4, 2019. These shares were recorded as equity to be issued at June 30, 2019, and during the three months ended September 30, 2019, the Company recorded $200,000 as a reduction to equity to be issued. As of September 30, 2019, the Company recorded a prepaid expense in the amount of $166,667 related to the value of the common stock granted for future services to be rendered.

 

Common Stock Warrants

 

During the three months ended September 30, 2020, the Company issued a warrant to purchase 1,000,000 shares of common stock in relation to the LHE Enterprises Limited acquisition. The warrant is exercisable at $8.00 per share and expires on July 31, 2023. The Company recorded the warrant at fair market value of $5,488,171 (see Note 3). The warrant contains a cash settlement feature which results in a warrant liability. For the period ending September 30, 2020, the Company recorded a warrant liability of $3,387,218 in relation to the cash settlement feature. For the three months ending September 30, 2020, the Company recorded a gain on the change in fair value of warrant liability in the amount of $2,100,953. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on July 31, 2020: (a) exercise price of $8.00, (b) volatility rate of 187.40%, (c) discount rate of 0.48%, (d) term of three years, and (e) dividend rate of 0%. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on September 30, 2020: (a) exercise price of $8.00, (b) volatility rate of 183.25%, (c) discount rate of 0.28%, (d) term of 2 years and 10 months, and (e) dividend rate of 0%.

 

  21  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

A summary of the Company’s warrant activities is as follows:

 

   

Number of

Warrants

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Remaining

Life (Years)

   

Intrinsic

Value

 
Outstanding and Exercisable, June 30, 2020     5,276,592     $ 4.28       0.86     $ 14,654,296  
Issued     1,000,000       8.00       3.00       -  
Exercised     (275,463 )     4.08               26,270  
Expired     -                          
Outstanding and Exercisable, September 30, 2020     5,993,129     $ 4.93       0.98     $ 243,556  

 

Common Stock Options

 

On August 1, 2017, the Company adopted the 2017 Stock Incentive Plan (the “2017 Plan”) whereby incentive stock options issued to employees, officers, and directors of the Company shall not exceed 166,667 of which the purchase price of the stock options shall not be less than 100% of the fair market value of the Company’s common stock and the period for exercising the stock options not to exceed 10 years from the date of grant. The option price per share with respect to each option shall be determined by the committee for non-qualified stock options. On September 10, 2020, the Company’s board of directors adopted the 2020 Equity and Incentive Plan (the “2020 Plan”) which allows for 1,500,000 shares that may be awarded under the 2020 Plan. As of September 30, 2020, there were 1,333,099 shares issuable under the 2020 Plan and no shares issuable under the 2017 Plan.

 

A summary of the Company’s stock option activity is as follows:

 

   

Number of

Options

    Weighted Average Exercise Price  
Outstanding, June 30, 2020     51,942       10.50  
Granted     -       -  
Exercised     -       -  
Cancelled     -       -  
Outstanding, September 30, 2020     51,942     $ 10.50  

 

As of September 30, 2020, the weighted average remaining life of the options was 4.10 years.

 

Stock Based Compensation

 

During the three months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense of $1,007,672 and $153,241, respectively, which has been recorded as general and administrative expense in the statements of operations.

 

As of September 30, 2020, unamortized stock compensation for stock options was $39,105, with a weighted-average recognition period of 0.75 years.

 

As of September 30, 2020, unamortized stock compensation for common stock recorded as prepaid expense was $75,000, with a weighted-average recognition period of 0.75 years.

 

  22  
 

 

Esports Entertainment Group, Inc.

Notes to the Consolidated Financial Statements

September 30, 2020

(Expressed in U.S. dollars)

 

Note 15 – Segment Information

 

The following tables summarizes financial information by geographic segment.

 

For the three months ended September 30, 2020:

 

    Antigua     Malta     Curacao     United Kingdom     U.S.     Total  
Net income (loss)   $      -     $ 100,816     $ 155,586     $ (1,443,978 )   $ (620,915 )   $ (1,808,493 )

 

For the three months ended September 30, 2019:

 

    Antigua     Malta     Curacao     United Kingdom     U.S.     Total  
Net loss   $ (8,875 )   $ (21,966 )   $ (28,908 )   $         -     $ (2,780,035 )   $ (2,839,784 )

 

As of September 30, 2020:

 

    Antigua     Malta     Curacao     United Kingdom     U.S.     Total  
Assets   $ 14,793     $ 75,913     $ 1,483     $ 14,879,334     $ 10,425,243     $ 25,396,766  

 

As of June 30, 2020:

 

    Antigua     Malta     Curacao     United Kingdom     U.S.     Total  
Assets   $ 15,293     $ 49,400     $ 2,257     $       -     $ 13,066,576     $ 13,133,526  

 

Note 16 – Subsequent Events

 

Equity Issuances

 

On October 8, 2020, the Company issued options to purchase 408,900 options to purchase shares of common stock to employees. The options are exercisable at $4.82 per share for a period of five years and begin vesting on January 8, 2021.

 

Subsequent to September 30, 2020, the Company issued 155,275 shares of common stock to employees of the Company.

 

Subsequent to September 30, 2020, the Company issued 188,778 shares of common stock upon the exercise of warrants at a weighted average exercise price of $2.37 per share.

 

Subsequent to September 30, 2020, the Company issued 7,609 shares of common stock to a consultant.

 

  23  
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. As the Company’s acquisition of LHE Enterprises Limited took place after the fiscal year end this Management Discussion and Analysis of Financial Condition and Results of Operations speaks only to the historical operations of the Company during the 2020 fiscal year end and the Company’s historical business prior such acquisition. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Overview

 

Esports is the competitive playing of video games by amateur and professional teams for cash prizes. Esports typically takes the form of organized, multiplayer video games that include real-time strategy, fighting, first-person shooter and multiplayer online battle arena games. As of March 20, 2020, the three largest selling esports games were Dota 2, League of Legends (each multiplayer online battle arena games) and Counter Strike: Global Offensive (a first-person shooter game). Other popular games include Smite, StarCraft II, Call of Duty¸ Heroes of the Storm, Hearthstone and Fortnite. Esports also includes games which can be played, primarily by amateurs, in multiplayer competitions on the Sony PlayStation, Microsoft Xbox and Nintendo Switch. Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services including twitch.tv, azubu.tv, ustream.tv and youtube.com.

 

We are an esports entertainment and online gambling company primarily focused on three verticals, (i): esports entertainment, (ii) esports wagering, and (iii) iGaming and traditional sports betting. We believe focusing on these verticals positions the Company to take advantage of a trending and expanding marketplace in esports with the rise of competitive gaming as well as the legalization of online gambling in the United States.

 

Esports Entertainment:

 

Our esports entertainment vertical includes any activity that we pursue within esports that does not include real-money wagering. Right now, the main component of this pillar is our skill-based tournament platform This allows us to engage and monetize players across 41 states where skill-based gambling is legal as well as create relationships with players that can eventually migrate into our Vie.ggGG real-money wagering platform.

 

Esports Wagering:

 

We intend to be the leader in the large and rapidly growing sector of esports real-money wagering. Our Vie.gg platform offers fans the ability to wager on professional esports events in a licensed and secure environment. At the current time, under the terms of our existing Curacao license, we are currently able to accept wagers from residents of over 149 jurisdictions including Canada, Japan, Germany and South Africa. On April 30, 2020, we received our gaming service license from the Malta Gaming Authority (MGA). We now expect that residents in a number of European Union member states will be able to place bets on our website. On August 20, 2020, we announced that we entered into a multi-year partnership with Twin River Worldwide Holdings, Inc (NYSE: TRWH) to launch our proprietary mobile sports betting product in the state of New Jersey. We intend to have our platform live in the state by the end of the first quarter of 2021.

 

  24  
 

 

iGaming and Traditional Sports Betting:

 

The goal of our iGaming and traditional Sports Betting vertical is to provide profitable growth and access to strategic licenses in jurisdictions that we can cross-sell into our Vie.gg platform On July 7, 2020, we entered into a stock purchase agreement (the “Argyll Purchase Agreement”), by and among the Company, LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby upon closing on July 31, 2020 the Company acquired all of the outstanding capital stock of LHE and its subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and (iii) Argyll Productions Limited (collectively the “Acquired Companies” or “Argyle”). AHG is licensed and regulated by the UK Gambling Commission and the Irish Revenue Commissioners to operate online sportsbook and casino sites in the UK and Ireland, respectively. Argyll has a flagship brand, www.SportNation.bet, as well as two white label brands, www.RedZone.bet and www.uk.Fansbet.com (collectively the “Argyll Brands”), with over 200K registered players at the end of calendar year 2019.

 

We believe that as the size of the market and the number of Esports Enthusiasts continues to grow, so will the number of Esports Enthusiasts who gamble on events, which would likely increase the demand for our platform.

 

We have financed operations primarily through the sale of equity securities and short-term debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity or debt securities.

 

On April 16, 2020, the Company consummated its public offering of securities (the “April Offering”) in which we sold 1,980,000 units, with each unit consisting of one share of the Company’s common stock and two warrants (“Unit A Warrant” and “Unit B Warrant”, and collectively with the common stock the “Units”), each to purchase one share of common stock, at a public offering price of $4.25 per share. In connection with the April Offering, we (i) received proceeds of approximately $7 million, after deducting underwriting discounts and commissions, (ii) converted our convertible debt and accrued interest, (iii) and issued 1,217,241 shares of common stock and 2,434,482 warrants with an exercise price of $4.25 per share in connection with the conversion of our convertible debt. In addition, the underwriters were granted a 45-day option to purchase up to an additional 297,000 shares of Common Stock, and/or 297,000 Unit A Warrants, and/or 297,000 Unit B Warrants, or any combination thereof, to cover over-allotments, if any (the “Over-Allotment Option”). The underwriters exercised Over-Allotment Option” and the Company received net proceeds of $823,759 from the exercise. The Units were offered and sold to the public pursuant to our registration statement on Form S-1, filed by us with the Securities and Exchange Commission on May 2, 2019, as amended, which became effective on April 14, 2020.

 

Results of Operations

 

Comparison of the Three Months Ended September 30, 2020 and 2019

 

Revenue

 

Revenue for the three months ended September 30, 2020 totaled $222,392, an increase of $222,392 over the $0 recorded for the three months ended September 30, 2019. The increase was primarily attributable to the acquisition of LHE Enterprises Limited as we are now revenue a generating company.

 

Cost of Revenue

 

Cost of revenue expenses consists primarily of costs associated with online betting platform fees, sports data feed, and revenue share.

 

Cost of revenue for the three months ended September 30, 2020 totaled $420,075, an increase of $420,075 over the $0 recorded for the three months ended September 30, 2019. The increase was attributable to the revenue generated for the three months ended September 30, 2020.

 

Sales and Marketing

 

Sales and marketing expense for the three months ended September 30, 2020 totaled $604,118, an increase of $578,079 over the $26,39 recorded for the three months ended September 30, 2019. The increase was primarily attributable an increase of $304,582 related to the acquisition of LHE Enterprises Limited and $273,497 related to market research.

 

  25  
 

 

General and Administrative

 

General and administrative expenses for the three months ended September 30, 2020 totaled $3,055,808, an increase of $2,388,913 over the $666,895 recorded for the three months ended September 30, 2019. The increase was primarily attributable increases of $865,148 directly related to the LHE Enterprises Limited general and administrative expenses, increases of $355,801 in wages and benefits, $121,718 in consulting and professional, $72,552 in investor relations, $854,431 in stock based compensation, $49,867 in insurance, $44,558 in information technology, and $24,838 in other general and administrative costs.

 

Other Expenses

 

Other income for the three months ended September 30, 2020 totaled $2,049,114, a, increase of $4,195,964 over the $2,146,850 of other expenses recorded for the three months ended September 30, 2019. The increase was primarily attributable to decreases of $2,795,582 in the loss on extinguishment of debt, and $711,894 in interest expense, and an increase of income from the change in fair market value of derivative liability of $2,100,953 offset by decreases in income of $1,070,716 from the change in fair market value of derivative liabilities and $289,911 from net amortization of debt discount and premium on convertible debt.

 

Capital Resources and Liquidity

 

The Company’s sources and (uses) of cash for the three months ended September 30, 2020 are shown below:

 

At September 30, 2020, we had total current assets of $10,397,380 and total current liabilities of $8,171,671 resulting in working capital of $2,225,709. Net cash used in operating activities for the three months ended September 30, 2020 was $3,263,843, which includes a net loss of $1,808,493, offset by non-cash adjustments of $826,833 principally related to income from the change in fair market value of warrant liability of $2,100,953, share based compensation expense of $1,007,672, and amortization and depreciation of $266,448; and cash used by the change in net working capital items of $628,517 related to the increase in receivables reserved for users of $195,213, the decrease in account payable and accrued expenses of $738,357, the decrease in taxes payable of $45,324 and decrease in due to officers of $21,658, offset by the increase in liabilities to customers of $381,325 and increase decrease in other receivables of $21,619.

 

Net cash used in investing activities for the three months ended September 30, 2020 totaled $1,120,647 principally related to the final payment of $750,000 made in connection with the acquisition of LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby upon closing on July 31, 2020 the Company acquired all of the outstanding capital stock of LHE and its subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and (iii) Argyll Productions Limited (collectively the “Acquired Companies”), the payment of $100,000 made in connection with the Flip acquisitions, the $250,000 payment made in connection with loans receivables, the $98,136 purchase of intangible assets, offset by $80,009 cash received upon the acquisition of LHE Enterprises Limited.

 

Net cash provided by financing activities for the three months ended September 30, 2020 totaled $1,024,924 principally related to the proceeds from the exercise of warrants.

 

Off Balance Sheet Arrangements

 

None.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required.

 

  26  
 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based on the Evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not operating effectively and that a material weakness was present as of September 30, 2020. The material weakness identified during management’s assessment was a lack of sufficient internal accounting expertise related to GAAP.

 

As a result of this evaluation, additional analysis was performed to determine whether several steps undertaken by the Company are reasonably likely to materially affect and improve our internal control over financial reporting going forward. These recent steps undertaken by the Company are as follows: hired a Chief Financial Officer on June 11, 2020 and hired a general counsel on July 1, 2020. These individuals will be working to enhance the internal controls and processes that were recognized as requiring improvements.

 

  27  
 

 

Item 1. Legal Proceedings

 

In September 2018, Boustead Securities, LLC (“Boustead”) notified us via letter of a claim that they were owed $192,664, as well as warrants to purchase 1,417,909 shares of our common stock as compensation for their acting as the placement agent for the sale of our securities between June 2017 and 2018. This matter was then brought to JAMS pursuant to an arbitration clause in the placement agent agreement entered into by the Company and Boustead.

 

The Arbitration is currently scheduled for December 2020.

 

On August 3, 2020, Tangiers Global, LLC (“Tangiers”) filed a lawsuit in the United States District Court for the District of Nevada, entitled Tangiers Global, LLC, v. VGambling, Inc. et al, Case No. 2:20-cv-01434-APG-DJA. While filed in Nevada, the matter is in the process of being transferred to the District of Puerto Rico. The complaint for the lawsuit alleges, among other things, that the Company breached a certain 8% convertible promissory note, dated June 3, 2016, and Common Stock Purchase warrant of the same date.

 

The Company believes the lawsuit lacks merit and will vigorously challenge the action, in addition, to file any counterclaims that may exist. At this time, the Company is unable to estimate potential damage exposure, if any, related to the litigation.

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. With the exception of the foregoing, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Form 10-K, filed with the SEC on October 1, 2020.

 

  28  
 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three months ended September 30, 2020, the Company issued 275,463 shares of common stock upon the exercise of warrants.

 

During the three months ended September 30, 2020, the Company issued 659,630 shares of common stock in connection with the acquisition of LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby upon closing on July 31, 2020, the Company acquired all of the outstanding capital stock of LHE and its subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and (iii) Argyll Productions Limited .

 

During the three months ended September 30, 2020, the Company issued 93,808 shares of common stock in connection with the Assignment of Intellectual Property Rights Agreement (the “IP Assignment Agreement”), by and among the Company, AHG and Flip Sports Limited (“Flip”) whereby the Company acquired all intellectual property rights in connection with the software developed by Flip and owned by AHG related to AHG’s online games and rewards platform and all other online software.

 

During the three months ended September 30, 2020, the Company issued 281,626 shares of common stock for services.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Not Applicable.

 

Item 5. Other Information

 

There is no other information required to be disclosed under this item which was not previously disclosed.

 

  29  
 

 

Item 6. Exhibits.

 

Exhibit No.   Description
     
10.1   Stock Purchase Agreement, by and among Esports Entertainment Group, Inc., LHE Enterprises Limited, and AHG Entertainment, LLC
10.2   Form Warrant
10.3   Form of Director Agreement (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2020)
10.4   Assignment of Intellectual Property Rights Agreement, dated September 3, 2020, by and among Esports Entertainment Group, Inc., AHG Entertainment Associates, LLC, and Flip Sports Limited
10.5   License Agreement, dated September 3, 2020, by and between Esports Entertainment Group, Inc. and AHG Entertainment Associates, LLC,
31.1*   Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2*   Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1**   Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**   Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith

 

** Furnished herewith

 

  30  
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

  ESPORTS ENTERTAINMENT GROUP, INC.
     
Date: November 16, 2020 By: /s/ Grant Johnson
   

Grant Johnson

Chief Executive Officer, and

Chairman of the Board of Directors

(Principal Executive Officer)

     
Date: November 16, 2020 By: /s/ Daniel Marks
   

Daniel Marks

Chief Financial Officer

 

  31  

 

 

Esports Entertainment (NASDAQ:GMBL)
Historical Stock Chart
From Jun 2021 to Jul 2021 Click Here for more Esports Entertainment Charts.
Esports Entertainment (NASDAQ:GMBL)
Historical Stock Chart
From Jul 2020 to Jul 2021 Click Here for more Esports Entertainment Charts.