ELYS GAME TECHNOLOGY, CORP. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. All statements other than statements of historical fact could be
deemed forward-looking statements. Statements that include words such as "may,"
"might," "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "pro forma" or the negative of these words or other words or
expressions of and similar meaning may identify forward-looking statements. For
example, forward-looking statements include any statements of the plans,
strategies and objectives of management for future operations, including the
execution of integration and restructuring plans and the anticipated timing of
filings; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or
performance; statements of belief and any statement of assumptions underlying
any of the foregoing. Factors that might cause such differences include, but are
not limited to, those discussed in our Annual Report on Form 10-K for the year
ended December 31, 2021 filed with the Securities and Exchange Commission on
April 15, 2022 under the heading "Risk Factors" and the Risk Factors as
described in Item 1A of this Quarterly Report on Form 10-Q for the quarter
ended
September 30, 2022.



Overview



Except as expressly stated, the financial condition and results of operations
discussed throughout the Management's Discussion and Analysis of Financial
Condition and Results of Operations are those of Elys Game Technology, Corp. and
its consolidated subsidiaries.



We currently provide our B2C gaming services in Italy through our subsidiary,
Multigioco Srl ("Multigioco"), which operations are carried out via both
land-based or online retail gaming licenses regulated by the Agenzia delle
Dogane e dei Monopoli ("ADM") that permits us to distribute leisure betting
products such as sports betting, and virtual sports betting products through
both physical, land-based retail locations as well as online through our
licensed website www.newgioco.it or commercial webskins linked to our licensed
website and through mobile devices. Management implemented a consolidation
strategy in the Italian market by integrating all B2C operations into Multigioco
and allowed the Austria Bookmaker license that was regulated by the Austrian
Federal Finance Ministry ("BMF") to terminate.



We also provide bookmaking services in the U.S. market via our recently acquired
subsidiary Bookmakers Company US, LLC (dba USBookmaking or "USB") and Elys
Gameboard Technologies, LLC in certain regulated states where we offer B2B
bookmaking and platform services to our customers. Our intention is to focus our
attention on expanding the U.S. market. We recently began operating in
Washington, D.C. through a Class B Managed Service Provider and Class B Operator
license to operate a sportsbook within the Grand Central Restaurant and
Sportsbook located in the Adams Morgan area of Washington, D.C., and in October
2021 we entered into an agreement with Ocean Casino Resort in Atlantic City and
commenced operations in the state of New Jersey in March 2022.



Additionally, we provide B2B gaming technology through our Odissea subsidiary
which owns and operates a betting software designed with a unique "distributed
model" architecture colloquially named Elys (the "Platform"). The Platform is a
fully integrated "omni-channel" framework that combines centralized technology
for updating, servicing and operations with multi-channel functionality to
accept all forms of customer payment through the two distribution channels
described above. The omni-channel software design is fully integrated with a
built in player gaming account management system, built-in sports book and a
virtual sports platform through our Virtual Generation subsidiary. The Platform
also provides seamless application programming interface integration of
third-party supplied products such as online casino, poker, lottery and horse
racing and has the capability to incorporate e-sports and daily fantasy sports
providers. Management implemented a growth strategy to expand B2B gaming
technology operations in the U.S. and is considering further expansion in Canada
and Latin American countries in the near future.



Our corporate group is based in North America, which includes an executive suite
situated in Las Vegas, Nevada and an office in Toronto, Ontario, Canada through
which we carry-out corporate activities, handle day-to-day reporting and U.S.
development planning, and through which various employees, independent
contractors and vendors are engaged.



For the period ended September 30, 2022, transaction revenue generated through
our subsidiary Multigioco consisted of wagering and gaming transaction income
broken down to: (i) spread on sports bet wagers, and (ii) fixed rate commissions
on casino, poker, lotto and horse racing wagers from online based betting
web-shops and websites as well as land-based retail betting shops located
throughout Italy; while our service revenue generated by our Platform is
primarily derived from bet and wager processing in Italy through Multigioco, and
in the U.S., through Elys Gameboard Technologies and USB. During the second
quarter of 2021, management simplified our Italian footprint by focusing
investments towards our Multigioco operations and discontinued Ulisse since the
majority of CTD locations were not expected to re-open after the COVID-19
related lockdowns in Italy subsided.



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We believe that our Platform is considered one of the newest betting software
platforms in the world and our plan is to expand our Platform offering to new
jurisdictions around the world on a B2B basis, including expansion through
Europe, South America, South Africa and the developing market in the United
States. During the three and nine months ended September 30, 2022 and 2021, we
also generated service revenue from royalties through authorized agents by
providing our virtual sports products through our Virtual Generation subsidiary
and generated service revenues through the provision of bookmaking and platform
services through our USB subsidiary. We intend to leverage our partnerships in
Europe, South America, South Africa and the developing market in the United
States to cross-sell our Platform services to expand the global distribution of
our betting solutions.


We operate two business segments in the leisure games industry and our revenues are derived as follows:



1. Betting establishments




Transaction revenue through our offering of leisure betting products to retail
customers directly through our online distribution on websites or a betting shop
establishment or through third party agents that operate white-label websites
and/or land-based retail venues; and



2. Betting platform software and services

Revenues from SaaS-based services through the provision of our virtual sports platform and products to betting operators.



This Management's Discussion and Analysis includes a discussion of our
operations for the three months and nine months ended September 30, 2022 and
2021, which includes the operations of USB for the three months and nine months
ended September 30, 2022 and the three months ended September 30, 2021.



Recent Developments



Operational Developments



Management has implemented a strategic business initiative to reduce
expenditure, improve efficiencies and maximize profitability within the
underlying operating units. As a result, during the nine months ended September
30, 2022, Multigioco achieved net income of approximately $0.8 million, while on
a combined basis, our European operations, which consists of Multigioco,
Odissea, Ulisse, Virtual Generation and Elys Technology Services, achieved a net
income position of approximately $0.28 million overall. The performance of our
USB subsidiary in the U.S. has been disappointing, producing a net loss of $1.62
million on revenues of $0.9 million, which is primarily due to personnel costs
that increased to $1.08 million and amortization of intangibles of $0.8 million
for the nine months ended September 30, 2022. We have recently assumed
operational management of USB and are currently assessing the viability of its
customers and the current level of overhead. We also expect to enter mediation
with the existing management in an attempt to address the sustainability of the
operations in its current format. Our other U.S. operation, Elys Gameboard,
commenced operations in October 2021 and had produced a net loss of $0.45
million, with one operational customer. We are pursuing several new customers
both in the Washington D.C. area as well as in Maryland and Ohio and once
secured we expect to achieve profitable operations within the next twelve to
eighteen months.


We are also taking steps to reduce corporate overhead and have restructured our
operations by streamlining roles and reducing non-essential operating
expenditures. Corporate overhead expenditures, net of one-time severance and
restructuring expenses of $1.2 million, and non-cash option and compensation
expense of $4.39 million were reduced by approximately $0.87 million during the
nine month period. Non-cash stock option expense increased by $3.0 million over
the prior year primarily due to the restricted stock grant during September 2022
and stock options granted to key members of management during the prior year.



Global issues



Russia's invasion of Ukraine


Russia recently invaded Ukraine with Belarus accomplice to the invasion. The conflict between these two countries is ongoing.



We do not have any direct or indirect exposure to Ukraine, Belarus or Russia,
through our operations, employee base or any investments in any of these
countries. In addition, our securities are not traded on any stock exchanges in
these three countries. We do not believe that the sanction levied against Russia
or Belarus or individuals and entities associated with these two countries will
have a material impact on our operations or business, if any.



We do not believe that we are directly or indirectly dependent on goods from Russia, Ukraine Where Belarus or countries that support Russia.



We provide online gaming services and platform services to several customers,
including our own internal usage of our developed software, we employ the latest
encryption techniques and firewall practices and constantly monitor the usage of
our software as is required for the regulated markets which we operate in, this,
however, may not be sufficient to prevent the heightened risk of cybersecurity
attacks emanating from Russia, Ukraine, Belarus, or any other country.



The impact of the invasion by Russia of Ukraine has increased volatility in
trading prices and commodities throughout the world, to date, we have not seen a
material impact on our operations, however, a prolonged conflict may impact on
consumer spending, in general, which could have an adverse impact on the leisure
gaming industry as a whole.

                                      34







Inflation



The uncertain financial markets, disruptions in supply chains, mobility
restraints, and changing priorities as well as volatile asset values could
impact our business in the future. The outbreak and government measures taken in
response to the COVID-19 pandemic have also had a significant impact, both
direct and indirect, on businesses and commerce, as worker shortages have
occurred; supply chains have been disrupted; facilities and production have been
suspended; and demand for certain goods and services, such as our land based
retail locations decreased. The future progression of the pandemic and its
effects on our business and operations are uncertain. We  may face difficulties
recruiting employees because of the outbreak. Further, although we have not
experienced any material adverse effects on our business due to increasing
inflation, it has raised operating costs for many businesses and, in the future,
could impact demand for our services foreign exchange rates or employee wages.
We are actively monitoring the effects these disruptions and increasing
inflation could have on our operations.



Foreign Exchange



We operate in several foreign countries, including Austria, Italy, Malta,
Colombia and Canada and we incur operating expenses and have foreign currency
denominated assets and liabilities associated with these operations.
Transactions involving our corporate expenditures are generally denominated in
U.S. dollars and Canadian dollars while the functional currency of our
subsidiaries is in Euro and Colombian Pesos. Changes and fluctuations in the
foreign exchange rate between the U.S. dollar and the Euro, Canadian dollar and
Colombian Peso will have an effect on our results of operations.



Critical Accounting Estimates



Preparation of our consolidated financial statements in accordance with U.S.
generally accepted accounting principles ("GAAP") requires us to make estimates
and assumptions that affect the reported amounts of certain assets, liabilities,
revenues and expenses, as well as related disclosure of contingent assets and
liabilities. Significant accounting policies are fundamental to understanding
our financial condition and results as they require the use of estimates and
assumptions which affect the financial statements and accompanying notes. See
Note 2 - Summary of Significant Accounting Policies of the Notes to the
condensed Consolidated Financial Statements included in Part I, Item I of this
Form 10-Q for further information.



Critical accounting policies that involved a significant estimate included the following:

Impairment of assets with indefinite life and Good will

We carried intangible assets in the amount of $14.4 million and goodwill in the
amount of $16.2 million as more fully described in Notes 7 and 8 to the
condensed consolidated financial statements. The intangible assets and goodwill
are allocated between reporting units. The Company tests its goodwill and
intangible assets with an indefinite useful life annually for impairment or more
frequently if indicators for impairment exist. Impairment for goodwill is
determined by comparing the fair value of the respective reporting unit to their
carrying amount. For impairment testing of indefinite-lived intangibles. The
Company determines the fair value of the reporting units using an income-based
approach which estimates the fair value using a discounted cash flow model. Key
assumptions in estimating fair values include projected revenue growth and the
weighted average cost of capital. In addition, management recently reviewed the
future revenue and profit projections of USB based on the forecasts provided by
the vendors at the time of performing the business valuation, which factored in
the ability to source new customers. The customer acquisition process has proven
to take longer than expected with a resultant downward revision of new customers
acquired over the forecast period and the resultant downward impact on
forecasted revenue streams. We reviewed the forecasts and made appropriate
adjustments based on our current understanding of the addressable market, the
growth rates forecast by third party market analysts, our expected share of
revenue and the expectation of how many new clients we would realistically be
able to add over the forecast period. Since performing this analysis, we have
assumed operational management of this entity and are currently assessing the
revenues and expenditures associated with the operation, currently we do not
believe that further impairment is necessary, however, once we have reviewed the
revenue base and improved the operational efficiencies, which we expect to have
completed by year end, we will readdress the impairment analysis.



Fair value of contingent consideration



As of September 30, 2022, the Company carried contingent purchase consideration
in the amount of $14.3 million as more fully described in Note 12 to the
condensed consolidated financial statements. The contingent consideration
relates to the business combination of USB on July 15, 2021. The contingent
consideration is based upon achievement of certain EBITDA milestones during the
next 4 years, payable 50% in cash and 50% in stock, the contingent consideration
is up to $41.8 million. At each reporting period, the Company estimates changes
in the fair value of the contingent consideration and any change in fair value
is recognized in the consolidated statements of operations and comprehensive
(loss) income.



The basis for determining contingent purchase consideration at each reporting
period is based on cumulative EBITDA for the period July 15, 2021 to December
31, 2025, with the first measurement period being December 31, 2022. The
forecasts provided by the vendors at the time of performing the business
valuation was based on achieving a certain number of new customers on an annual
basis. The customer acquisition process has proven to take longer than expected
with a resultant impact on forecasted revenue streams over the contingent
earnout period. Management revised its estimated revenues as of December 31,
2021. These forecasts were reviewed and adjusted to ensure they appeared
reasonable based on our current understanding of the addressable market, the
growth rates forecast by third party market analysts, our expected share of
revenue and the expectation of how many new clients we would realistically be
able to add in a fiscal period. Based on our discussion under impairment of
indefinite lived assets and goodwill, we are currently assessing the USB
business and expect to have completed our analysis by December 31, 2022, the
result which may impact the carrying value of intangibles, goodwill and the
contingent purchase consideration.

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Recently issued accounting pronouncements

See Note 2 – Summary of Significant Accounting Policies in the Notes to the Summary Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information on recently issued accounting standards.


Results of Operations


Results of operations for the three months ended September 30, 2022 and the three months ended September 30, 2021


Revenues



The following table represents disaggregated revenues from our gaming operations
for the three months ended September 30, 2022 and 2021. Net Gaming Revenues
represents Turnover (also referred to as "Handle"), the total bets processed for
the period, less customer winnings paid out, and taxes due to government
authorities, Service Revenues is revenue invoiced for our Elys software service
and royalties invoiced for the sale of virtual products.



                                                  Three Months Ended
                                                                                         Increase
                                     September 30, 2022       September 30, 2021        (decrease)       Percentage change
Turnover
Turnover web-based                  $       163,563,603      $       162,471,799      $  1,091,804                    0.7 %
Turnover land-based                           2,924,866                1,193,779         1,731,087                  145.0 %
Total Turnover                              166,488,469              163,665,578         2,822,891                    1.7 %

Winnings/Payouts
Winnings web-based                          152,545,450              152,328,199           217,251                    0.1 %
Winnings land-based                           2,208,100                1,031,217         1,176,883                  114.1 %
Total Winnings/payouts                      154,753,550              153,359,416         1,394,134                    0.9 %

Gross Gaming Revenues
  Web-Based                                  11,018,153               10,143,600           874,553                    8.6 %
  Land-Based                                    716,766                  162,562           554,204                  340.9 %
Gross Gaming Revenues                        11,734,919               10,306,162         1,428,757                   13.9 %

Less: ADM Gaming Taxes                        2,822,830                2,515,570           307,260                   12.2 %
Net Gaming Revenues                           8,912,089                7,790,592         1,121,497                   14.4 %

Add: Service Revenues                           679,205                  239,490           439,717                  183.6 %
Total Revenues                      $         9,591,294      $         8,030,082      $  1,561,214                   19.4 %



The change in turnover (round) is mainly explained by:


Web-based turnover



For the three months ended September 30, 2022 and 2021, all of our web-based
turnover was generated by Multigioco after the closure of our Ulisse CTD
operations in the second quarter of the prior year. The strengthening of the
average U.S. dollar exchange rate against the Euro during the current year had
an adverse foreign currency impact of approximately $25.5 million or 15.7% for
the three months ended September 30, 2022 compared to the three months ended
September 30, 2021. Our web-based turnover in Euro increased by €24.9 million
from €138.5 million to €163.4 million or 18.0% for the three months ended
September 30, 2022 compared to the three months ended September 30, 2021,
however our web-based turnover reported in U.S. dollars increased by $1.1
million from $162.4 million to $163.5 million or 0.7%. The softening of COVID
restrictions in Italy has also driven some web-based turnover to the land-based
channel, and despite this effect, we managed to increase web-based turnover due
to market share growth in Italy. The percentage of payouts on web-based turnover
improved slightly to 93.3% from 93.8% for the three months ended September
30,
2022 and 2021 respectively.





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Land-based turnover



During the three months ended September 30, 2022, we activated approximately 30
new land-based locations in Multigioco with recently acquired operating rights.
The strengthening of the average U.S. dollar exchange rate against the Euro
during the current year had an adverse foreign currency impact of approximately
$0.1 million or 12.4% for the three months ended September 30, 2022 compared to
the three months ended September 30, 2021. Our land-based turnover in Euro
increased by €1.8 million from €1.0 million to €2.8 million or 180.0% for the
three months ended September 30, 2022 compared to the three months ended
September 30, 2021, however our land-based turnover reported in U.S. dollars
increased by $1.7 million from $1.2 million to $2.9 million or 145%. The
softening of COVID restrictions during the current year resulted in more walk-in
patrons frequenting our land-based locations and we expect this revenue to
continue increasing as the remaining 70 land-based locations from our recently
acquired operating rights are rolled out. The percentage of payouts on
land-based turnover improved to 75.5% from 86.4% for the three months ended
September 30, 2022 and 2021 respectively.



The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the
three months ended September 30, 2022 is as follows: sports betting turnover
represented 19.1% (September 30, 2021 - 19.3%); casino style games represented
80.3% (September 30, 2021 - 80.0%); and other was 0.6% (September 30, 2021 -
0.7%). The margin earned on our sports book averaged 18.8% (September 30, 2021 -
14.9%) and our casino style games averaged 4.3% (September 30, 2021 - 4.2%),
resulting in a blended GGR of 7.0% (September 30, 2021 - 6.3%). The slight shift
towards lower margin casino type products during the current period was offset
by the higher margin earned on the sports book during the current period.



Gaming taxes increased by approximately $0.3 million or 12.2% due to the
improvement in GGR of approximately $1.4 million. The relative rate of our
gaming taxes, which is based on Gross Gaming Revenues was 24.1% and 24.4% for
the three months ended September 30, 2022 and 2021 respectively, in line with
expectations.


Service revenues increased by approximately $0.4 million or 183.6%. This is
primarily due to; (i) revenues generated by USB operations of approximately $0.3
million and (ii) a general increase in our other service-based revenues across
our platform companies. This revenue remains insignificant to total revenues
during the periods presented.



Selling expenses


We incurred selling expenses of approximately $6.9 million and $6.0 million for
the three months ended September 30, 2022 and 2021, respectively, an increase of
approximately $0.9 million or 13.5%. Selling expenses are commissions that are
paid to our sales agents as a percentage of turnover (handle) and are not
affected by the winnings that are paid out. Therefore, increases in turnover
(handle), will typically result in increases in selling expenses but may not
result in increases in overall revenue if winnings/payouts, that are subject to
the unknown outcome of sports events that we have no control over, are very
high. The percentage of selling expenses to turnover increased to 4.1% compared
to 3.7% for the three months ended September 30, 2022 and 2021, respectively.
The increase is primarily due to commissions paid to new land based locations as
part of our marketing efforts.



General and administrative expenses



General and administrative expenses were approximately $5.8 million and $5.1
million for the three months ended September 30, 2022 and 2021, respectively, an
increase of approximately $0.7 million or 14.5%. The increase over the prior
year is attributable to the following: (i) an increase in personnel costs of
$1.2 million, which includes an increase in stock based compensation expense of
approximately $1.4 million, resulting in a net decrease in personnel costs,
excluding stock based compensation expense, of approximately $0.2 million, which
is in line with our mandate to reduce operating expenditure. The increase in
stock based compensation of approximately $1.4 million is primarily due to the
issuance of restricted stock to key management as an incentive for reducing
operating expenditure in terms of our mandate; and (ii) an increase in foreign
exchange gain of approximately $0.2 million, predominantly at corporate level,
based on the strength of the U.S. dollar to the Euro during the current period.
The balance of the decrease of approximately $0.5 million consists of numerous
individually insignificant expenses that have been managed by operational
management in terms of our mandate to reduce operating expenditure.



Loss from Operations


The operating loss was approximately $3.1 million and $3.1 million for the three months ended September 30, 2022 and 2021. The increase in revenue was offset by an increase in selling, general and administrative expenses, of which approximately $1.4 million was a non-cash compensation expense.



 Other income



Other income was approximately $0.02 million and $0.07 million for the three
months ended September 30, 2022 and 2021, respectively, a decrease of
approximately $0.05 million or 71.4%. Other income includes additional Covid
relief funds received in Ulisse during the prior period.



Other expense



Other expense was approximately $0.04 million and $0 for the three months ended
September 30, 2022 and 2021, respectively, an increase of approximately $0.04
million, the amount is immaterial.



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Interest expense, net of interest income



Interest expense was approximately $0.009 million and $0.004 million for the
three months ended September 30, 2022 and 2021, respectively, an increase of
approximately $0.005. The amount is immaterial.



Change in fair value of contingent consideration on purchase

Change in fair value of contingent purchase consideration was approximately $0.5
million and $0.6 million for the three months ended September 30, 2022 and 2021,
respectively, a decrease of approximately $0.1 million. The decrease is due to
the prior year reduction in the estimated contingent purchase consideration due
on the acquisition of USB of approximately $11.9 million, thereby reducing the
future accretion expense associated with the present value of the contingent
purchase consideration.


(Loss) gain on Marketable securities

The loss on marketable securities was approximately $0.05 million and $0.2
million for the three months ended September 30, 2022 and 2021, respectively, a
decrease of approximately $0.15 million or 75.0%. The losses and gains on
marketable securities is directly related to the stock price of our investment
in Zoompass which is marked-to-market each quarter. The shares in Zoompass were
acquired by the Company as settlement of a litigation matter, we have no
influence over the performance of Zoompass.



Loss Before Income Taxes



Loss before income taxes was approximately $3.7 million and $3.8 million for the
three months ended September 30, 2022 and 2021, respectively, a decrease of
approximately $0.1 million or 2.6%. The loss from operations was stable at
approximately $3.1 million, as discussed above, the decrease in loss before
income taxes is related to other expenses and income and is primarily due to the
reduction in the contingent purchase consideration charge and the reduction in
the loss on marketable securities.



Income Tax Provision


The income tax provision was a charge of approximately $(0.2) million and a
credit of approximately $0.3 million for the three months ended September 30,
2022 and 2021, respectively, an increase of approximately $0.5 million or
166.7%. The prior period credit was due to a reduction in profitability in our
Multigioco and Odissea operations in the third quarter of the prior year
resulting in reversal of the tax provision raised in the previous quarters.
During the current period, the operations of Multigioco have improved
substantially, resulting in an increase in the income tax provision.



Net Loss



Net loss was approximately $3.8 million and $3.5 million for the three months
ended September 30, 2022 and 2021, respectively, an increase of approximately
$0.3 million or 8.6% due to the decrease in loss before income taxes, offset by
the increase in income tax provision, discussed above.



Comprehensive Loss


Our reporting currency is the U.S. dollar while the functional currency of our
Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency
of our Canadian subsidiary is the Canadian dollar and the functional currency of
our Colombian operation is the Colombian Peso. The financial statements of our
subsidiaries are translated into United States dollars in accordance with ASC
830, using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the period for revenues, costs, and expenses and
historical rates for equity. Translation adjustments resulting from the process
of translating the local currency financial statements into U.S. dollars are
included in determining other comprehensive income.



We recorded a foreign currency translation loss of approximately $0.4 million
and $0.2 million for the three months ended September 30, 2022 and 2021,
respectively, primarily due to the strengthening of the U.S. dollar against the
Euro over both reporting periods.









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Results of operations for the nine months ended September 30, 2022 and the nine months ended September 30, 2021


Revenues



The following table represents disaggregated revenues from our gaming operations
for the nine months ended September 30, 2022 and 2021. Net Gaming Revenues
represents Turnover (also referred to as "Handle"), the total bets processed for
the period, less customer winnings paid out, and taxes due to government
authorities, while Service Revenues represents revenue invoiced for our Elys
software service and royalties invoiced for the sale of virtual products.

                                                  Nine Months Ended
                                                                                          Increase
                                     September 30, 2022       September 30, 2021         (decrease)         Percentage change
Turnover
Turnover web-based                  $       565,785,709      $       613,678,568      $  (47,892,859 )               (7.8 )%
Turnover land-based                           6,528,054               13,237,738          (6,709,684 )              (50.7 )%
Total Turnover                              572,313,763              626,916,306         (54,602,543 )               (8.7 )%

Winnings/Payouts
Winnings web-based                          527,323,323              572,975,466         (45,652,143 )               (8.0 %
Winnings land-based                           5,166,387               11,362,524          (6,196,137 )              (54.5 )%
Total Winnings/payouts                      532,489,710              584,337,990         (51,848,280 )               (8.9 )%

Gross gaming revenue

  Web-Based                                  38,462,386               40,703,102          (2,240,716 )               (5.5 )%
  Land-Based                                  1,361,667                1,875,214            (513,547 )              (27.4 )%
                                             39,824,053               42,578,316          (2,754,263 )               (6.5 )%

Less: ADM Gaming Taxes                        9,671,040                9,129,881             541,159                 (5.9 )%
Net Gaming Revenues                          30,153,013               33,448,435          (3,295,422 )               (9.9 )%

Add: Service Revenues                         2,022,002                  428,924           1,593,078                371,4 %
Total Revenues                      $        32,175,015      $        33,877,359      $   (1,702,344 )               (5.0 )%



The change in turnover (round) is mainly explained by:


Web-based turnover


For the nine months ended September 30, 2022, all of our web-based turnover was
generated by Multigioco after the closure of our Ulisse CTD operations in the
second quarter of the prior year. As a result, Multigioco web-based turnover in
Euro for the nine months ended September 30, 2022 increased €46.9 million or
9.7% compared to Ulisse turnover of €28.7 million in the prior period. The
strengthening of the average U.S. dollar exchange rate against the Euro during
the current year had an adverse foreign currency impact of approximately $67.2
million or 11.0% for the nine months ended September 30, 2022 compared to the
nine months ended September 30, 2021. Overall web-based turnover in Euro
increased by €18.2 million from €512.8 million to €531.0 million or 3.5% for the
nine months ended September 30, 2022 compared to the nine months ended September
30, 2021, however, our web-based turnover reported in U.S. dollars decreased by
$47.9 million from $613.7 million to $565.8 million or 7.8%. The softening of
COVID restrictions in Italy has also driven some web-based turnover to the
land-based channel, and despite this effect, we managed to grow web-based
turnover due to market share growth in Italy. The percentage of payouts on
web-based turnover improved slightly to 93.2% from 93.4% for the nine months
ended September 30, 2022 and 2021 respectively.



Land-based turnover


During the nine months ended September 30, 2022, we activated approximately 30
new land-based locations in Multigioco with recently acquired operating rights.
As a result, Multigioco land-based turnover in Euro increased by €4.9 million,
offsetting the decrease of €9.8 million in prior period turnover from Ulisse
which was closed in the second quarter of the prior year. The strengthening of
the average U.S. dollar exchange rate against the Euro during the current year
had an adverse foreign currency impact of approximately $1.5 million or 11.0%
for the nine months ended September 30, 2022 compared to the nine months ended
September 30, 2021. Overall, our land-based turnover in Euro decreased by €4.9
million from €11.0 million to €6.1 million or 44.6% for the nine months ended
September 30, 2022 compared to the nine months ended September 30, 2021, however
our land-based turnover in U.S. dollars decreased by $6.7 million from $13.2
million to $6.5 million or 50.7%. The softening of COVID restrictions during the
current year resulted in more walk-in patrons frequenting our land-based
locations and we expect this revenue to continue increasing as the remaining 70
land-based locations from our recently acquired operating rights are rolled out.
The percentage of payouts on land-based turnover improved to 79.1% from 85.8%
for the nine months ended September 30, 2022 and 2021 respectively.



The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the
nine months ended September 30, 2022 is as follows: sports betting turnover
represented 19.5% (September 30, 2021 - 22.7%); casino style games represented
79.7% (September 30, 2021 - 76.4%); and other was 0.8% (September 30, 2021 -
0.9%). The margin earned on our sports book averaged 17.9% (September 30, 2021 -
15.7%) and our casino style games averaged 4.4% (September 30, 2021 - 4.2%),
resulting in a blended GGR of 7.0% (September 30, 2021 - 6.8%). The shift
towards lower margin casino type products during the current period was offset
by the higher margin earned on the sports book during the current period.

                                       39






Gaming taxes increased by approximately $0.5 million or 5.9%. The relative rate
of our gaming taxes, which is based on Gross Gaming Revenues was 24.3% and 21.1%
for the nine months ended September 30, 2022 and 2021 respectively. The increase
is attributable to the shift of our gaming business to Multigioco which has an
average gaming tax of approximately 24.5% compared to Ulisse, which was
discontinued in the prior year, with a significantly lower tax rate due to its
incorporation being situated outside of Italy.



The impact of strengthening WE dollar against the euro by approximately 11.0% during the nine months ended September 30, 2022was approximately $3.7 million. The increase in GGR in euros was €0.4 million compared to a decrease WE GGR dollar $3.3 million.

Service revenues increased by approximately $1.6 million or 371.4%. This is
primarily due to; (i) revenues generated by USB operations of approximately $0.8
million and (ii) a general increase in our other service-based revenues across
our platform companies. This revenue remains insignificant to total revenues
during the periods presented.



Selling expenses



We incurred selling expenses of approximately $24.0 million and $26.3 million
for the nine months ended September 30, 2022 and 2021, respectively, a decrease
of approximately $2.3 million or 8.8%. Selling expenses are commissions that are
paid to our sales agents as a percentage of turnover (handle) and are not
affected by the winnings that are paid out. Therefore, increases in turnover
(handle), will typically result in increases in selling expenses but may not
result in increases in overall revenue if winnings/payouts, that are subject to
the unknown outcome of sports events that we have no control over, are very
high. The percentage of selling expenses to turnover was 4.2% and 4.3% for the
nine months ended September 30, 2022 and 2021, respectively.



General and administrative expenses



General and administrative expenses were approximately $15.6 million and $14.0
million for the nine months ended September 30, 2022 and 2021, respectively, an
increase of approximately $1.6 million or 11.5%. The increase over the prior
year is attributable to the following: (i) an increase in personnel costs of
approximately $2.8 million, primarily due to the acquisition of USB in July
2021, resulting in an increase in payroll costs of approximately $0.9 million;
and the increase in stock based compensation by approximately $2.0 million
primarily due to the issuance of restricted stock to key management as an
incentive for reducing operating expenditure in terms of our mandate and the
periodic amortization expense of options granted to senior management during the
second half of the prior year and the current period; (ii) an increase in
depreciation and amortization expense of approximately $0.4 million primarily
due to the amortization of intangibles on the acquisition of USB; (iii) offset
by an exchange gain of approximately $0.4 million predominantly at corporate
level, based on the strength of the U.S. dollar to the Euro during the current
period; (iv) a decrease in professional fees of approximately $0.1 million,
primarily due to reductions in legal fees incurred on licensing, acquisitions
and corporate restructuring; (v) a reduction in investor relations expense of
approximately $0.3 million and (vi) a decrease in platform and IT related
services of approximately $0.5 million due to the restructuring of our Italian
operations with the closure of Ulisse. The balance of the decrease of
approximately $0.3 million consists of numerous individually insignificant
expenses that have reduced in line with our mandate to reduce operating
expenditure.



Restructuring and departure charges

Restructuring and severance expenses was approximately $1.2 million and $0 for
the nine months ended September 30, 2022 and 2021, respectively. As mentioned
above, management has embarked on a cost reduction exercise, streamlining
operations and eliminating duplicated effort wherever possible, ensuring that
management is lean and efficient. We eliminated a senior role within the
corporate office resulting in a severance expense of approximately $0.4 million
and an acceleration of a non-cash stock based compensation charge of
approximately $0.75 million, for an immediate vesting of options.



Loss from Operations



The loss from operations was approximately $8.6 million and $6.4 million for the
nine months ended September 30, 2022 and 2021, respectively, an increase of
approximately $2.2 million or 34.4%. The decrease in revenue of approximately
$1.7 million, primarily due to the strength of the U.S. dollar against the euro,
impacting revenue by approximately $3.7 million, the decrease in selling
expenses of approximately $2.3 million, offset by the increase in general and
administrative expenses of approximately $1.6 million, primarily due to
restricted stock awarded to management for reducing operating expenditure in
terms of our mandate, and the severance and restructuring expense of
approximately $1.2 million.



Other income


Other income was approximately $0.09 million and $0.4 million for the nine
months ended September 30, 2022 and 2021, respectively, a decrease of
approximately $0.31 million or 77.5%. In the prior year, other income included a
COVID tax credit of approximately $0.09 million received from the Agenzia delle
Dogane e dei Monopoli ("ADM") for taxes previously charged and approximately
$0.2 million of COVID relief funds received by Ulisse during the prior period.



                                       40





Other expense


Other expenses amounted to approximately $0.06 million and $0.03 million for the nine months ended September 30, 2022 and 2021, respectively, an increase of approximately $0.03 million or 100.0%. This amount is immaterial.

Interest expense, net of interest income

Interest expense was approximately $0.02 million and $0.01 million for the nine
months ended September 30, 2022 and 2021, respectively, an increase of
approximately $0.01 million or 100.0%. The increase is primarily due to interest
calculated on funds advanced by Mr. Salerno to USB, which are subject to
dispute.



Change in fair value of contingent consideration on purchase

Change in fair value of contingent purchase consideration was approximately $1.4
million and $0.6 million for the nine months ended September 30, 2022 and 2021,
respectively, an increase of approximately $0.8 million. The change in fair
value of contingent purchase consideration is the accretion expense associated
with the present value of contingent purchase consideration due on the
acquisition of USB. The charge in the prior period represents accretion expense
for three months, the current period represents a nine month period.



(Loss) gain on Marketable securities



The gain on marketable securities was approximately $0.04 million and the loss
on marketable securities was approximately $(0.3) million for the nine months
ended September 30, 2022 and 2021, respectively, an increase of approximately
$0.34 million or 113.3%. The losses and gains on marketable securities is
directly related to the stock price of our investment in Zoompass which is
marked-to-market each quarter. The shares in Zoompass were acquired by the
Company as settlement of a litigation matter, we have no influence over the
performance of Zoompass.



Loss Before Income Taxes



Loss before income taxes was approximately $10.0 million and $6.9 million for
the nine months ended September 30, 2022 and 2021, respectively, an increase of
approximately $3.1 million or 44.9%. The increase is primarily due to the
severance and restructuring expense of approximately $1.2 million and the
increase in payroll expenses, primarily related to non-cash restricted stock
expense of approximately $1.6 million, refer to General and administrative
expenses above.



Income Tax Provision


The provision for income taxes was an expense of approximately ($0.2) million and a credit of approximately $0.01 million for the nine months ended September 30, 2022 and 2021, an increase of approximately $0.21 million. The increase in the provision for income taxes is due to the profitability of our Italian subsidiary, Multigioco during the current period.


Net Loss



Net loss was approximately $10.2 million and $6.9 million for the nine months
ended September 30, 2022 and 2021, respectively, an increase of approximately
$3.3 million or 47.8% due to the increase in loss before income taxes and the
increase in income tax provision, discussed above.



Comprehensive Loss


Our reporting currency is the U.S. dollar while the functional currency of our
Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency
of our Canadian subsidiary is the Canadian dollar and the functional currency of
our Colombian operation is the Colombian Peso. The financial statements of our
subsidiaries are translated into United States dollars in accordance with ASC
830, using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the period for revenues, costs, and expenses and
historical rates for equity. Translation adjustments resulting from the process
of translating the local currency financial statements into U.S. dollars are
included in determining other comprehensive income.



We recorded a foreign currency translation loss of approximately $0.9 million
and $0.4 million for the nine months ended September 30, 2022 and 2021,
respectively, primarily due to the strengthening of the U.S. dollar against the
Euro during the current period.



Cash and capital resources

Our principal cash requirements have included the funding of acquisitions,
repayments of convertible debt and deferred purchase consideration, the purchase
of plant and equipment, and working capital needs. Working capital needs
generally result from expenses incurred in developing our gaming platform for
the various markets we operate in and new markets we are developing as well as
our intention to aggressively expand into the U.S. market.



                                       41





We finance our business primarily though debt and equity placements and cash
generated from operations. Our ability to generate sufficient cash flow from
operations is dependent on the continued demand for our gaming services we offer
to our customers through our land based and web based locations as well as the
gaming platforms we license to third parties.



We finance our business to provide adequate funding for at least 12 months,
based on forecasted profitability and working capital needs, and in the future,
we anticipate that we would need to raise additional cash through equity or
debt
funding.



To date, we financed our business primarily though debt and equity placements
and cash generated from operations. We have financed our business from the sale
of shares of our common stock pursuant to the terms of the Open Market Sales
AgreementSM that we entered into with Jefferies LLC on November 19, 2021, and a
registered direct offering and concurrent private placement with an investor
that closed on June 15, 2022.



Between March 28, 2022 and April 13, 2022we sold 168,016 common shares for gross proceeds of $0.4 millionminus the brokerage fees of $0.01 million pursuant to the Open Market Sales AgreementSM that we have entered into with
Jefferies LLC on November 19, 2021.



On June 13, 2022, we entered into a Securities Purchase Agreement with a single
investor (the "investor") whereby we issued an aggregate of 2,625,000 shares of
our common stock and Pre-Funded Warrants to purchase 541,227 shares of common
stock in a registered direct offering, in addition we issued a warrant for
3,166,227 shares of common stock, exercisable at $0.9475 per share with a
maturity date of December 15, 2027, to the Investor in a concurrent private
placement. The registered direct offering and concurrent private placement
closed on June 15, 2022. The gross proceeds from the offering were approximately
$3.0 million and the net proceeds from the offering were approximately $2.6
million after deducting certain fees due to the Placement Agent and our
estimated transaction expenses.



Our ability to generate sufficient cash flow from operations is dependent on the
continued demand for our gaming services we offer to our customers through our
land based and web based locations as well as the gaming platforms we license to
third parties.



Based on our forecasts, we believe that we will have to source additional
funding through either debt or equity funding, if such debt or equity is
available at terms that are acceptable to us, if at all, to continue executing
on our growth plan and to continue operating for the next twelve months from the
date of filing this report. We plan to continue our expansion plans in both the
U.S. and Italian markets at a rate of growth that we believe is sustainable
and
achievable by us.


The ongoing COVID-19 pandemic has impacted our Italian based operations, we have
seen a shift towards web-based turnover (Handle) from our land-based turnover
with the permanent closure of our Ulisse betting shop locations. The percentage
Hold or Gross Gaming Revenue generated from our turnover is typically lower on
web-based business which generally favors more casino type gaming at lower
margins, as discussed above.



Assets



At September 30, 2022, we had total assets of approximately $42.6 million and
$44.6 million at December 31, 2021, a decrease of $2.0 million. The decrease is
primarily due to a decrease in cash balances of approximately $2.6 million, a
decrease in gaming receivables of approximately $1.3 million, offset by an
increase in prepaid expenditure of approximately $2.0 million, primarily related
to prepaid software development expenses for the U.S. market, the increase in
right of use assets of $0.7 million related to the new property leases entered
into by Multigioco and the decrease in intangibles of $1.2 million due to the
amortization of these intangibles. The balance of the movement is made up of
several individually insignificant asset movements.



Liabilities


At September 30, 2022, we had approximately $28.4 million and $26.8 million in
total liabilities at December 31, 2021. The increase of $1.6 million is
primarily attributable to an increase in contingent purchase consideration of
$1.4 million due to accretion expense related to the present value discount of
the contingent purchase consideration, an increase in operating lease
liabilities of $0.7 million, an increase in equipment funding by related parties
of $0.4 million and an increase in related party promissory notes of $0.3
million advanced by Mr. Salerno, offset by a decrease in accounts payable and
accrued liabilities of approximately $1.6 million, primarily due to the
concerted effort to reduce expenditure and the payment of several significant
corporate legal bills during the current period



Working Capital



Working capital was approximately $0.5 million and $1.5 million at September 30,
2022 and December 31, 2021.



                                       42





Accumulated Deficit


From September 30, 2022we had accumulated a deficit of approximately $58.4 million compared to an accumulated deficit of approximately $48.2 million at
December 31, 2021.

Cash flow from operating activities



Net cash used in operating activities was approximately $4.6 million and $5.3
million for the nine months ended September 30, 2022 and 2021, respectively, a
decrease of approximately $0.7 million. The decrease in cash used in operating
activities is primarily due to the increase in operating loss of approximately
$3.3 million as discussed under results of operations above, offset by an
increase in non-cash movements of approximately $3.8 million, primarily due to
an increase in the movement in stock based compensation expense of approximately
$1.1 million, including the accelerated amortization of stock options granted to
a severed executive whose options vested immediately and the increase in
restricted stock awards of $1.9 million for awards to management for reducing
operating expenditure in terms of our mandate, the movement in the change in the
fair value of contingent purchase consideration of approximately $0.8 million,
due to the accretion expense expected on the USB earnout, and the increase in
the movement of depreciation and amortization of approximately $0.4 million,
primarily due the amortization of intangibles on the acquisition of USB.



Cash flow from investing activities



Net cash used in investing activities for the nine months ended September 30,
2022 was approximately $0.4 million compared to net cash used in investing
activities of approximately $6.1 million for the nine months ended September 30,
2021. In the prior period we made an initial net cash payment on the acquisition
of USB of $6.0 million. During the current period we invested funds in computer
related software and hardware predominantly for the U.S. based expansion
strategy.



Cash flow from financing activities



Net cash provided by financing activities for the nine months ended September
30, 2022 was approximately $3.7 million compared to approximately $2.9 million
for the nine months ended September 30, 2022. In the current period, a net
amount of approximately $3.1 million was raised from a registered direct
offering discussed above, after broker fees and expenses of approximately $0.4
million, and a further, approximately $0.25 million was raised from ATM sales,
we also raised approximately $0.4 million to fund equipment purchases required
for expansion into the Ohio market and a further $0.3 million was provided by
Mr. Salerno to fund the USB operation. In the prior year net cash provided by
financing activities consisted primarily of net proceeds of approximately $4.0
million raised from the exercise of warrants related to the underwritten public
offering in August 2020, offset by the repayment of the bank letter of credit of
approximately $0.5 million and the payment of deferred purchase consideration of
approximately $0.4 million.



Contractual Obligations


Current accounting standards require disclosure of material obligations and commitments to make future payments under contracts, such as debts, leases and purchase obligations.



The amount of future minimum lease payments under finance leases are as follows:



                         Amount

  Remainder of 2022     $ 1,810
  2023                    6,068
  2024                      704
                          8,582




The amount of future minimum lease payments under operating leases are as
follows:



                             Amount

  Remainder of 2022       $    92,278
  2023                        334,306
  2024                        267,418
  2025                        242,980
  2026 and thereafter         424,226
                            1,361,208




                                       43






Off-balance sheet arrangements



We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that we expect to be material to investors. We
do not have any non-consolidated, special-purpose entities.



Related Party Transactions


Deferred Purchase Consideration, Related party



During the first and second quarter of the prior year, we paid the remaining
balance of €312,500 (approximately $385,121) to related parties in terms of the
Virtual Generation promissory note.



The movement on deferred purchase consideration consists of the following:



                                              December 31, 2021

Principal Outstanding Promissory notes due to related parties $382,128 Cash reimbursement

                                    (385,121 )
Foreign exchange movements                              2,993
                                                           -
Present value discount on future payments
Present value discount                                 (5,174 )
Amortization                                            5,133
Foreign exchange movements                                 41
                                                           -

Deferred purchase consideration, net

Equipment loan – Related party

On September 26, 2022, the Company entered into an equipment loan agreement with
Braydon Capital Corp, for the principal sum of $500,000 of which an initial
advance of $360,000 was received. The loan bears interest at 9% per annum,
compounded monthly and is repayable on October 31, 2022. The loan agreement also
provides for additional compensation to the lender of 1% of the gross income
received from equipment funded by this loan, capped at 2% of the principal
sum
advanced.


Braydon Capital Corp. is managed by Mr. Claudio Ciavarellathe boredom of the chairman of the board of directors.



The movement on the equipment loan - Related Party, consists of the following:

                    September 30,
                         2022
Opening balance                -
Loan advanced      $      360,000
Loan repayments                -
Interest accrued              355
Closing balance    $      360,355



Related party (Debts) Receivables

Payables and receivables from related parties represent non-interest bearing receivables (debts) that are due on demand.

The outstanding balances are as follows:

                             September 30,      December 31,
                                  2022              2021
Related Party payables
Luca Pasquini               $         (161 )   $        (502 )
Victor Salerno                    (374,346 )         (51,878 )
                            $     (374,507 )   $     (52,380 )

Related Party Receivables
Luca Pasquini               $           -      $       1,413




                                       44







Luca Pasquini



On January 31, 2019, the Company acquired Virtual Generation for
€4,000,000 (approximately $4,576,352), Mr. Pasquini, who at the time of
acquisition was an executive officer and director of the Corporation, was a 20%
owner of Virtual Generation and was due gross proceeds of
€800,000 (approximately $915,270). The gross proceeds of €800,000 was to be
settled by a payment in cash of €500,000 over a twelve month period and by the
issuance of common stock valued at €300,000 over an eighteen month period. As of
June 30, 2021, the Company has paid Mr. Pasquini the full cash amount of
€500,000 (approximately $604,380) and issued 112,521 shares valued at
€300,000 (approximately $334,791).



On January 22, 2021the Company has issued Mr Pasquini 44,968 ordinary shares valued at $257,217in settlement of the indemnity due to him.



On July 11, 2021, the Company entered into an agreement with Engage IT Services
Srl.("Engage"), to provide gaming software and maintenance and support of the
system, the total contract price was €390,000 (approximately $459,572), in
addition, on October 14, 2021, the Company entered into a further agreement with
Engage, to provide gaming software and maintenance and support of the system for
a period of 12 months, the total contract price
was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage



On September 13, 2021, Mr. Pasquini, the Company's Vice President of Technology,
resigned as a director of the Company and on October 4, 2021, Mr. Pasquini
became the Global Head of Engineering of the Company's subsidiary Odissea
Betriebsinformatik Beratung GmbH and ceased to be Vice President of Technology
and an executive officer of the Company.



On September 26, 2022, Mr Pasquini received 500,000 common shares with a value of 500,000 $226,750.


Michele Ciavarella



Mr. Ciavarella, the Company's Executive Chairman of the Board, agreed to receive
$140,000 of his 2021 fiscal year compensation as a restricted stock award, on
January 22, 2021, the Company issued Mr. Ciavarella 24,476 shares of common
stock valued at $140,000 on the date of issue.



On January 22, 2021the Company has issued Mr. Ciavarella 175,396 ordinary shares valued at $1,003,265in settlement of the indemnity due to him.



On July 15, 2021, Mr. Ciavarella, Executive Chairman of the Company, was
appointed as the interim Chief Executive Officer and President of the Company,
effective July 15, 2021. Mr. Ciavarella will serve as the Company's Executive
Chairman and interim Chief Executive Officer until the earlier of his
resignation or removal from office.



Mr. Ciavarella agreed to receive his 2021 bonus and a portion of his 2022 salary as a restricted stock award. On January 7, 2022the Company has issued Mr. Ciavarella 162,835 ordinary shares valued at $425,000 on the date of issue.

On September 26, 2022, Mr. Ciavarella was granted 300,000 common shares with a value of 300,000 $136,080 for services rendered to the Company.


Carlo Reali


On January 5, 2022the company has promoted Carlo Reali as interim chief financial officer.



On March 29, 2022, the Company issued Mr. Reali ten-year options exercisable
for 100,000 shares of common stock, at an exercise price of $2.50 per share,
vesting equally over a 4 year period commencing on January 1, 2023.



The Company does not have a formal employment agreement or other compensation contract with Mr. Reali; however, Mr. Reali will continue to receive the same remuneration as he currently receives, i.e. an annual base salary of €76,631 (approximately $83,847).

On September 26, 2022, Mr. Reali received 200,000 common shares with a value of 200,000 $90,720 for services rendered to the Company.


                                       45







Victor Salerno



On July 15, 2021 the Company consummated the acquisition of USB and in terms of
the Purchase Agreement the Company acquired 100% of USB, from its members (the
"Sellers"). Mr. Salerno was a 68% owner of USB and received $4,080,000 of the
$6,000,000 paid in cash upon closing and 860,760 of the 1,265,823 shares of
common stock issued on closing.



Together with the consummation of the acquisition of USB, the Company entered
into a 4 year employment agreement with Mr. Salerno terminating on July 14, 2025
(the "Salerno Employment Agreement"), automatically renewable for a period of
one year unless notified by either party of non-renewal. The employee will earn
an initial base salary of $0 and thereafter $150,000 per annum commencing on
January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and
benefits consistent with those of other senior employees.



Mr. Salerno may be terminated for no cause or resign for good reason, which
termination would entitle him to the greater of one year's salary or the
remaining term of the employment agreement plus the highest annual incentive
bonus paid to him during the past two years. If Mr. Salerno is terminated for
cause he is entitled to all unpaid salary and expenses due to him at the time of
termination. If the employment agreement is terminated due to death, his heirs
and successors are entitled to all unpaid salary, unpaid expenses and one times
his annual base salary. Termination due to disability will result in Mr. Salerno
being paid all unpaid salary and expenses and one times annual salary.



Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to
customary restrictions with respect to the disclosure and use of the Company's
confidential information and has agreed that work product or inventions
developed or conceived by him while employed with the Company relating to its
business is the Company's property. In addition, during the term of his
employment and if terminated for cause for the 12 month period following his
termination of employment, Mr. Salerno has agreed not to (1) perform services on
behalf of a competing business which was the same or similar to the type of
services he was authorized, conducted, offered or provided to the Company, (2)
solicit or induce any of the Company's employees or independent contractors to
terminate their employment with the Company, (3) solicit any actual or
prospective customers with whom he had material contact on behalf of a competing
business or (4) solicit any actual or prospective vendors with whom he had
material contact to support a competing business.



On September 13, 2021the Council has appointed Mr. Salernopresident and founder of the company’s newly acquired subsidiary, USB, to serve on the board of directors.

Before acquiring USB, Mr. Salerno had advanced USB $100,000 whose $50,000 was forgiven and the rest $50,000 is still due to Mr. Salernothe amount of which bears interest at 8% per annum, compounded monthly and is repayable on December 31, 2023.

Between February 23, 2022 and September 22, 2022, Mr. Salerno advanced USB a
total of $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. These notes were advanced to USB
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 USB 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 September 30, 2022, 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 disputed notes.



Paul Sallwasser


On September 13, 2021the company granted Mr. Sallwasser ten-year options exercisable for 21,300 ordinary shares at an exercise price of $5.10acquired in equal parts over a period of twelve months from the September 13, 2021.



Steven Shallcross



On January 22, 2021the Company issued to Mr. ShallcrossDirector of the Company, 5,245 ordinary shares valued at $30,000in payment of attendance fees due to him.

On September 13, 2021the company granted Mr. Shallcross ten-year options exercisable for 13,600 ordinary shares at an exercise price of $5.10acquired in equal parts over a period of twelve months from the September 13, 2021.



Andrea Mandel-Mantello



On June 29, 2021, the Company’s Board of Directors has appointed Mr. Mandel-Mantello as a member of the Board. The appointment was effective immediately. Mr. Mandel-Mantello sits on the Audit Committee of the Board.



On September 13, 2021, the Company granted Mr. Mandel-Mantello ten year options
exercisable for 13,600 shares of common stock at an exercise price of $5.10,
vesting equally over a twelve month period commencing on September 13, 2021.



                                      46

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