13. Related Parties
|6 Months Ended|
Jun. 30, 2023
|Related Party Transactions [Abstract]|
|13. Related Parties||
13. Related Parties
Promissory notes payable – Related Parties
The movement on promissory notes payable – Related Parties, consists of the following:
Convertible notes payable – Related parties
On January 30, 2023, the Company issued convertible notes payable, as disclosed under Note 11 above. Forte Fixtures subscribed for $500,000 of the convertible notes, Forte Fixtures is owned by Mr. Claudio Ciavarella, the brother of our Chairman and interim CEO.
On May 4 , 2023, the Company issued convertible notes payable as disclosed under Note 11 above. Gold Street Capital subscribed for the full $1,500,000 of the convertible notes, Gold Street Capital is owned by Gilda Ciavarella, the wife of our Chairman and interim CEO.
Convertible notes payable – related party, consists of the following:
Related Party (Payables) Receivables
Related party payables and receivables represent non-interest-bearing (payables) receivables that are due on demand.
The balances outstanding are as follows:
Engage IT Services, Srl.
The Company acquired Engage IT with effect from January 29, 2023. Engage IT performed software development work for the Company’s wholly owned subsidiary, Gameboard. As of December 31, 2022, Gameboard owed Engage IT $406,467 for development work performed. The intercompany balance eliminates on consolidation for the six months ended June 30, 2023.
On September 26, 2022, Mr. Pasquini was awarded restricted shares of common stock valued at for services rendered to the Company.
On January 29, 2023, the Company acquired Engage IT, Mr. Pasquini owned 34% of Engage IT prior to the acquisition. The purchase price was settled by the issuance of common stock, of which Mr. Pasquini received shares of common stock which resulted in him becoming an effective 5.7% shareholder of the Company.
On September 26, 2022, Mr. Ciavarella was awardedrestricted shares of common stock valued at $ for services rendered to the Company.
On February 14, 2023, Mr. Ciavarella, the Company’s Executive Chairman and interim CEO, voluntarily offered and agreed to reduce his annual base compensation to $372,000 for fiscal 2023, subject to a review of his total compensation package.
On January 5, 2022, the Company promoted Carlo Reali to the role of Interim Chief Financial Officer.
On March 29, 2022, the Company issued Mr. Reali ten-year options exercisable for shares of common stock, at an exercise price of per share, vesting equally over a 4-year period commencing on January 1, 2023.
The Company does not have a formal employment with Mr. Reali and awarded him €40,000 (approximately $42,930) as compensation for the Interim Chief Financial Officer role; Mr. Reali will continue to receive the compensation that he currently receives which is an annual base salary of €76,632 (approximately $82,244).
On September 26, 2022, Mr. Reali was awardedrestricted shares of common stock valued at $ for services rendered to the Company.
Prior to the acquisition of US Bookmaking, Victor Salerno had advanced US Bookmaking $100,000 of which $50,000 was forgiven and the remaining $50,000 is still owing to Mr. Salerno, which amount earns interest at 8% per annum, compounded monthly and is repayable on October 1, 2022.
Between February 23, 2022 and September 22, 2022, Mr. Salerno advanced US Bookmaking an additional $305,000 in terms of purported promissory notes, bearing interest at 10% per annum and repayable between June 30, 2022 and November 30, 2022. These purported promissory notes contain a default clause whereby any unpaid principal would attract an additional 25% penalty and additional interest of 5% per annum. These notes were advanced to US Bookmaking without the consent of the Company, which is required as per the terms of the Members Interest Purchase Agreement entered into on July 15, 2021. Therefore, the Company acknowledges the advance of funds to US Bookmaking by Mr. Salerno, however the terms of the advance and the default penalty have not been accepted and are subject to negotiation or dispute. As of June 30, 2023, these notes remain outstanding. Interest has been accrued on these notes, however we intend to dispute the validity of these notes and have accordingly not repaid them or accrued penalty interest in terms of these notes.
On January 23, 2023, Mr. Salerno voluntarily resigned as a member of the Board.
On February 14, 2023, the Company granted Mr. Sallwasser ten-year options exercisable for shares of common stock at an exercise price of per share, of which vested immediately and the remaining vesting equally over a ten- month period commencing on March 1, 2023.
On February 14, 2023, the Company granted Mr. Shallcross ten-year options exercisable for shares of common stock at an exercise price of per share, of which vested immediately and the remaining vesting equally over a ten- month period commencing on March 1, 2023.
On February 14, 2023, the Company issued Mr. Shallcross shares of common stock valued at from the 2018 equity incentive plan in lieu of 2022 cash director’s fees owing to Mr. Shallcross.
On February 14, 2023, the Company granted Mr. Mandel-Mantello ten-year options exercisable for shares of common stock at an exercise price of $ per share, of which vested immediately and the remaining vesting equally over a ten-month period commencing on March 1, 2023.
On February 14, 2023, the Company issued Mr. Mandel-Mantello -Mantello shares of common stock valued at from the 2018 equity incentive plan in lieu of 2022 cash director’s fees owing to Mr. Mandel
The Company recently employed Aiden Ciavarella to train as part of our U.S. project and risk management team lead. Aiden earns an annual salary of $85,000. There is no formal employment agreement with Aiden who is the son of our chairman and interim CEO, Michele Ciavarella.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef