0001493152-23-008878 | 10-K | XBRL Viewer

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Cover - USD ($)		12 Months Ended
Cover - USD ($)	Jan. 08, 2021	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type		10-K
Amendment Flag		false
Document Annual Report		true
Document Transition Report		false
Document Period End Date		Dec. 31, 2022
Document Fiscal Period Focus		FY
Document Fiscal Year Focus		2022
Current Fiscal Year End Date		--12-31
Entity File Number		001-39868
Entity Registrant Name		Motorsport Games Inc.
Entity Central Index Key		0001821175
Entity Tax Identification Number		86-1791356
Entity Incorporation, State or Country Code		DE
Entity Address, Address Line One		5972 NE 4th Avenue
Entity Address, City or Town		Miami
Entity Address, State or Province		FL
Entity Address, Postal Zip Code		33137
City Area Code		(305)
Local Phone Number		507-8799
Title of 12(b) Security		Class A common stock, $0.0001 par value per share
Trading Symbol		MSGM
Security Exchange Name		NASDAQ
Entity Well-known Seasoned Issuer		No
Entity Voluntary Filers		No
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		true
Elected Not To Use the Extended Transition Period		false
Entity Shell Company		false
Entity Public Float				$ 7,687,057
Documents Incorporated By Reference		Portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
ICFR Auditor Attestation Flag		false
Auditor Firm ID		248
Auditor Name		GRANT THORNTON LLP
Auditor Location		Miami, Florida
Common Class A [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding			2,827,433
Common Stock, Voting Rights		Class A common stock, with 1 vote per share
Common Class A [Member] \| Motorsport Network [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding			1,480,384
Common Stock, Voting Rights		1 vote per share
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding			700,000
Common Stock, Voting Rights	Class B common stock, with 10 votes per share	Class B common stock, with 10 votes per share
Common Class B [Member] \| Motorsport Network LLC [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding			700,000

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 979,306	$ 17,819,640
Accounts receivable, net of allowances of $2,252,383 and $4,563,884 as of December 31, 2022 and 2021, respectively	1,809,110	5,490,272
Due from related parties	206,532	137,574
Prepaid expenses and other current assets	1,048,392	1,175,354
Total Current Assets	4,043,340	24,622,840
Property and equipment, net	522,433	727,089
Operating lease right of use assets	971,789
Goodwill		4,867,465
Intangible assets, net	13,360,230	20,485,809
Total Assets	18,897,792	50,703,203
Current Liabilities:
Accounts payable	2,372,219	1,784,645
Accrued expenses and other liabilities	3,416,424	4,048,067
Due to related parties	4,589,211	119,015
Purchase commitments	2,563,216	3,170,319
Operating lease liabilities (current)	380,538
Total Current Liabilities	13,321,608	9,122,046
Operating lease liabilities (non-current)	617,288
Other non-current liabilities	3,055,498	3,599,154
Total Liabilities	16,994,394	12,721,200
Commitments and contingencies (Note 13)
Stockholders’ Equity
Preferred stock, $0.0001 par value; authorized 1,000,000 shares; none issued and outstanding as of December 31, 2022 and December 31, 2021, respectively
Additional paid-in capital	76,446,061	75,652,853
Accumulated deficit	(73,979,131)	(37,988,326)
Accumulated other comprehensive loss	(933,406)	(945,375)
Total Stockholders’ Equity Attributable to Motorsport Games Inc.	1,533,711	36,719,338
Non-controlling interest	369,687	1,262,665
Total Stockholders’ Equity	1,903,398	37,982,003
Total Liabilities and Stockholders’ Equity	18,897,792	50,703,203
Common Class A [Member]
Stockholders’ Equity
Common stock	117	116
Common Class B [Member]
Stockholders’ Equity
Common stock	$ 70	$ 70

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Allowances for doubtful accounts receivable	$ 2,252,383	$ 4,563,884
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	1,183,812	1,635,897
Common stock, shares issued	1,183,812	1,635,897
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares authorized	7,000,000	7,000,000
Common stock, shares outstanding	700,000	700,000
Common stock, shares issued	700,000	700,000

Consolidated Statements of Operations - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Revenues

$ 10,324,559

$ 15,075,530

Cost of revenues

^[1]

4,960,317

7,529,155

Gross Profit

5,364,242

7,546,375

Operating Expenses:

Sales and marketing

^[2]

6,172,324

6,475,867

Development

^[3]

10,417,260

9,621,712

General and administrative

^[4]

13,764,177

25,378,149

Impairment of goodwill

4,788,270

Impairment of intangible assets

4,828,478

317,113

Depreciation and amortization

420,137

280,192

Total Operating Expenses

40,390,646

42,073,033

Loss From Operations

(35,026,404)

(34,526,658)

Interest expense

^[5]

(1,148,204)

(504,156)

Gain attributable to equity method investment

1,370,837

Other expenses, net

(665,846)

(44,768)

Net Loss

(36,840,454)

(33,704,745)

Less: Net loss attributable to non-controlling interest

(849,649)

(542,754)

Net Loss Attributable to Motorsport Games Inc.

$ (35,990,805)

$ (33,161,991)

Net loss per Class A common share attributable to Motorsport Games, Inc.:

Basic and Diluted

$ (30.73)

$ (29.15)

Weighted-average shares of Class A common stock outstanding:

Basic and Diluted

1,171,323

1,137,675

[1]	Includes related party costs of $6,228 and $0 for the years ended December 31, 2022 and 2021, respectively.
[2]	Includes related party expenses of $565,759 and $75,378 for the years ended December 31, 2022 and 2021, respectively.
[3]	Includes related party expenses of $76,093 and $44,423 for the years ended December 31, 2022 and 2021, respectively.
[4]	Includes related party expenses of $394,358 and $1,803,709 for the years ended December 31, 2022 and 2021, respectively.
[5]	Includes related party expenses of $75,616 and $105,845 for the years ended December 31, 2022 and 2021, respectively.

Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related party costs	$ 6,228	$ 0
Sales And Marketing [Member]
Related party expenses	565,759	75,378
Development [Member]
Related party expenses	76,093	44,423
General and Administrative Expense [Member]
Related party expenses	394,358	1,803,709
Interest Expense [Member]
Related party expenses	$ 75,616	$ 105,845

- Definition

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

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Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net loss	$ (36,840,454)	$ (33,704,745)
Other comprehensive loss:
Foreign currency translation adjustments	11,969	(950,303)
Comprehensive loss	(36,828,485)	(34,655,048)
Comprehensive loss attributable to non-controlling interests	(892,978)	(542,754)
Comprehensive loss attributable to Motorsport Games Inc.	$ (35,935,507)	$ (34,112,294)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Consolidated Statements of Changes in Stockholders' Equity - USD ($)

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Members Equity [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

AOCI Attributable to Parent [Member]

Parent [Member]

Noncontrolling Interest [Member]

Total

Balances - December 31, 2021 at Dec. 31, 2020

$ 3,791,674

$ (4,826,335)

$ 4,928

$ (1,029,733)

$ 2,645,559

$ 1,615,826

Beginning balance, shares at Dec. 31, 2020

Conversion of membership interest into share of common stock

$ 70

(3,791,674)

3,791,534

Conversion of membership interests into shares of common stock, shares

700,000

Stock Issued During Period, Value, New Issues

$ 34

63,074,095

63,074,129

Issuance of common stock, shares

^[1]

345,000

Issuance of common stock to Ascend and PlayFast

$ 9

Issuance of common stock to Ascend and Playfast, shares

85,527

Purchase of additional interest in Le Mans Esports Series Ltd

1,584,892

Purchase of 704Games minority interest

(939,511)

(2,659,786)

(3,599,297)

ACO investment in Le Mans Esports Series Ltd

234,754

Stock-based compensation

$ 3

9,726,735

9,726,738

Stock-based compensation, shares

33,063

Other comprehensive loss

(950,303)

Net loss

(33,161,991)

(542,754)

(33,704,745)

Ending balance, value at Dec. 31, 2021

$ 116

$ 70

75,652,853

(37,988,326)

(945,375)

36,719,338

1,262,665

37,982,003

Ending balance, shares at Dec. 31, 2021

1,163,590

700,000

Issuance of common stock, shares

8,877

Stock-based compensation

714,523

Stock-based compensation, shares

3,769

Other comprehensive loss

11,969

(43,329)

(31,360)

Net loss

(35,990,805)

(849,649)

(36,840,454)

Equity settled issuance costs

40,000

Equity settled issuance costs, shares

7,576

Issuance of common stock

$ 1

38,685

38,686

Ending balance, value at Dec. 31, 2022

$ 117

$ 70

$ 76,446,061

$ (73,979,131)

$ (933,406)

$ 1,533,711

$ 369,687

$ 1,903,398

Ending balance, shares at Dec. 31, 2022

1,183,812

700,000

[1]	Gross proceeds of $69,000,000 less offering costs of $5,925,871.

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2022 USD ($)
Common Stock [Member]
Proceeds from issuance initial public offering	$ 69,000,000
Payment for offering cost	$ 5,925,871

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (36,840,454)	$ (33,704,745)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on impairment of intangible assets	4,828,478	317,113
Loss on impairment of goodwill	4,788,270
Loss on disposal of property and equipment	108,716
Depreciation and amortization	2,062,552	1,785,074
Purchase commitment and license liability interest accretion	957,938	375,495
Non-cash lease expense	423,683
Stock-based compensation	714,523	9,726,662
Gain on equity method investment		(1,370,837)
Sales return and price protection reserves	1,818,397	3,934,697
Changes in assets and liabilities, net of acquisitions and the effect of consolidation of equity affiliates:
Accounts receivable	1,808,542	(3,252,041)
Due from related parties	(582,435)
Operating lease liabilities	(397,671)
Prepaid expenses and other assets	133,890	(768,801)
Other assets		25,000
Accounts payable	525,292	944,527
Due to related parties	644,247
Accrued expenses and other liabilities	(514,438)	1,046,192
Net cash used in operating activities	(19,520,470)	(20,941,664)
Cash flows from investing activities:
Acquisition of Le Mans, net of cash acquired		153,250
Acquisition of KartKraft		(1,000,000)
Acquisition of Studio 397		(12,785,463)
Purchase of property and equipment	(292,446)	(754,302)
Net cash used in investing activities	(292,446)	(14,386,515)
Cash flows from financing activities:
Advances from related parties	3,766,667	2,157,707
Repayments on advances from related parties		(12,967,143)
Repayments of purchase commitment liabilities	(1,730,000)
Purchase of non-controlling interest		(3,599,211)
Contributed capital from non-controlling shareholders		234,754
Payment of license liabilities	(362,500)	(227,928)
Issuance of common stock in initial public offering, net		63,661,128
Issuance of common stock, net	38,686
Net cash provided by financing activities	1,712,853	49,259,307
Effect of exchange rate changes on cash and cash equivalents	1,259,729	(102,020)
Net (decrease) increase in cash and cash equivalents	(16,840,334)	13,829,108
Total cash and cash equivalents at beginning of the period	17,819,640	3,990,532
Total cash and cash equivalents at the end of the period	979,306	17,819,640
Cash paid during the year for:
Interest	190,266	804,674
Non-cash investing and financing activities:
Commitment fees settled with shares issued to Alumni Capital LLP	40,000
Reduction of member contributions in MS Gaming Development LLC	86,349
Accrual of intangible assets		2,513,871
Purchase commitment liability		3,170,319
Reduction of additional paid-in capital for purchased 704Games minority shares		939,511
Reduction of additional paid-in capital for initial public offering issuance costs that were previously paid		587,000
Purchase of additional interest in Le Mans Esports Series Ltd.		$ 1,584,892

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES

NOTE 1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES

Organization and Operations

Motorsport Gaming US LLC (“Motorsport Gaming”) was established as a limited liability company on August 2, 2018 under the laws of the State of Florida. On January 8, 2021, Motorsport Gaming converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. (“Motorsport Games” or the “Company”). Upon effecting the corporate conversion on January 8, 2021, Motorsport Games now holds all the property and assets of Motorsport Gaming, and all of the debts and obligations of Motorsport Gaming were assumed by Motorsport Games by operation of law upon such corporate conversion.

Risks and Uncertainties

COVID-19 Pandemic

The lingering impact of COVID-19 has continued to create significant volatility throughout the global economy, such as supply chain disruptions, limited labor supplies, higher inflation, and recession, which in turn has caused constraints on consumer spending. More recently, new variants of COVID-19, such as the Omicron variant and its subvariants, that are significantly more contagious than previous strains, have emerged. Further, the effectiveness of approved vaccines on these new strains remains uncertain. The spread of these new strains initially caused many government authorities and businesses to reimplement prior restrictions in an effort to lessen the spread of COVID-19 and its variants. However, while many of these restrictions have been lifted, uncertainty remains as to whether additional restrictions may be initiated or again reimplemented in response to surges in COVID-19 cases.

Although the Company does not currently expect the COVID-19 pandemic to have a material impact on its future business and operations, the Company continues to monitor the evolving situation caused by the COVID-19 pandemic, and the Company may take further actions required by governmental authorities or that the Company determines are prudent to support the well-being of the Company’s employees, suppliers, business partners and others. The degree to which the ongoing and prolonged COVID-19 pandemic impacts the Company’s operations, business, financial results, liquidity, and financial condition will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic; its severity; the emergence and severity of its variants; the actions to contain the virus or treat its impact, such as the availability and efficacy of vaccines (particularly with respect to emerging strains of the virus) and potential hesitancy to utilize them; the effect on discretionary spending by consumers; and how quickly and to what extent normal economic and operating conditions can resume.

Liquidity and Going Concern

On January 15, 2021, the Company completed its initial public offering which resulted in net proceeds to the Company of approximately $63.1 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company.

The Company had a net loss of approximately $36.8 million, negative cash flows from operations of approximately $19.5 million and an accumulated deficit of $74.0 million for the year ended December 31, 2022. As of December 31, 2022, the Company had cash and cash equivalents of $1.0 million, which increased to $6.5 million as of March 22, 2023, primarily as a result of the completion of certain equity offerings in January and February 2023 that raised an aggregate of $11.3 million in gross proceeds – see Note 17 - Subsequent Events for further details. The Company expects to continue to incur significant operating expenses and, as a result, will need to grow revenues to reach profitability and positive cash flows. The Company expects to continue to incur losses for the foreseeable future as it continues to develop its product portfolio and invest in developing new video game titles.

Our future liquidity and capital requirements include funds to support the planned costs to operate our business, including amounts required to fund working capital, support the development and introduction of new products, maintain existing titles, and certain capital expenditures. The adequacy of our available funds generally depends on many factors, including our ability to successfully develop consumer-preferred new products or enhancements to our existing products, continued development and expansion of our esports platform and our ability to enter into collaborations with other companies and/or acquire other companies or technologies to enhance or complement our product and service offerings.

The Company continues to explore additional funding in the form of potential equity and/or debt financing arrangements or similar transactions and consider these to be viable options to support future liquidity needs, provided that such opportunities can be obtained on terms that are commercially competitive and on terms acceptable to the Company. The Company is also seeking to improve its liquidity by achieving cost reductions by maintaining and enhancing cost control initiatives, such as those that it expects to achieve through its previously announced organizational restructuring (the “2022 Restructuring Program”).

As the Company continues to evaluate incremental funding solutions, it has reevaluated its product roadmap in the first quarter of 2022 and modified the expected timing and scope of certain new product releases. These changes have been made not only to maintain the development of high-quality video game titles, but also to improve the timing of certain working capital requirements and reduce expenditures, thereby decreasing our expected future cash-burn and improve our short-term liquidity needs. If needed, further adjustments could be made that would decrease short-term working capital requirements, while pushing out the timing of expected revenues.

The Company expects to generate additional liquidity through consummating one or more potential equity and/or debt financings or similar transactions, achieving cost reductions by maintaining and enhancing cost control initiatives, such as those that it expects to achieve through the 2022 Restructuring Program, and/or further adjusting its product roadmap to reduce near term need for working capital. If the Company is unable to generate adequate revenue and profit growth, there can be no assurances that such actions will provide the Company with sufficient liquidity to meet its cash requirements as, among other things, its liquidity position can be impacted by a number of factors, including its level of sales, costs and expenditures, economic conditions in the capital markets, especially for technology companies, as well as accounts receivable and sales allowances.

There can be no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all, to satisfy its future needed liquidity and capital resources. If the Company is unable to obtain adequate funds on acceptable terms, it may be required to, among other things, significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms.

If the Company is unable to satisfy its cash requirements from the sources identified above, it could be required to adopt one or more of the following alternatives:

	●	selling assets or operations;
	●	seeking additional capital contributions and/or loans from Motorsport Network, the Company’s other affiliates and/or third parties; and/or
	●	reducing other discretionary spending.

There can be no assurance that the Company would be able to take any of the actions referred to above because of a variety of commercial or market factors, including, without limitation, market conditions being unfavorable for an equity or debt issuance or similar transactions, additional capital contributions and/or loans not being available from Motorsport Network or affiliates and/or third parties, or that the transactions may not be permitted under the terms of the Company’s various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its cash requirements if the actions that the Company is able to consummate do not generate a sufficient amount of additional capital.

Even if the Company does secure additional financing, if the anticipated level of revenues are not achieved because of, for example, less than anticipated consumer acceptance of the Company’s offering of products and events; less than effective marketing and promotion campaigns, decreased consumer spending in response to weak economic conditions or weakness in the overall electronic games category; adverse changes in foreign currency exchange rates; decreased sales of the Company’s products and events as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, such as the impact of higher energy prices on consumer purchasing behavior; retailer inventory management or reductions in retailer display space; less than anticipated results from the Company’s existing or new products or from its advertising and/or marketing plans; or if the Company’s expenses, including, without limitation, for marketing, advertising and promotions, product returns or price protection expenditures, exceed the anticipated level of expenses, the Company’s liquidity position may continue to be insufficient to satisfy its future capital requirements.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The factors described above, in particular the available cash on hand to fund operations over the next year, have raised substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly owned and majority owned subsidiaries. The interests of non-controlling members are reflected as non-controlling interest in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations.

Effective on November 10, 2022, the Company amended its certificate of incorporation to effectuate a reverse split of the issued and outstanding shares of Class A common stock and Class B common stock at a ratio of 1-for-10. Fractional shares of common stock resulting from the reverse stock split were settled in cash. Shares underlying outstanding equity-based awards were proportionately decreased and the respective per share exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. All shares of common stock, equity-based awards and per share information presented in the condensed consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented.

The Company has revised accrued expenses and other liabilities and other non-current liabilities as of December 31, 2021, to correct an immaterial error in the classification of deferred revenues.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including allowances for returns and price protection, as well as current expected credit losses, valuation allowance of deferred income taxes, valuation of acquired companies and equity method investments, the recognition and disclosure of contingent liabilities, goodwill and intangible assets impairment testing, and stock-based compensation valuation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions. The Company’s foreign bank accounts are not subject to FDIC insurance.

Accounts Receivable

Accounts receivables are carried at their contractual amounts, less an allowances for returns and price protection.

The Company determines its allowances for returns and price protection based on previous experience, existing and expected future economic and market conditions, actual sales and inventories in the distribution channel. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Allowances for Returns and Price Protection for additional details.

As of December 31, 2022 and 2021, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for credit losses was recorded. Allowances for returns and price protection represent the difference between the retail distributor purchase order price and the estimated average sell through price. As of December 31, 2022 and 2021, allowances for returns and price protection were approximately $2.3 million and $4.6 million, respectively.

Long-Lived Assets

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results.

Depreciation of property and equipment is computed utilizing the following useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

Useful Life

Equipment 3 – 5 years

Furniture and fixtures 3 – 5 years

Leasehold improvements
Shorter of remaining lease term or

useful life 3 - 10 years

Goodwill and Other Indefinite-Lived Assets

The Company accounts for goodwill and indefinite-lived assets in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”), which requires goodwill and indefinite-lived assets to be tested for impairment annually or more frequently, if events or circumstances indicate that the fair value of the asset or the reporting unit associated with the goodwill has decreased below its carrying value.

The Company performs its annual or interim goodwill and indefinite-lived asset impairment tests by comparing the fair value of its reporting units and indefinite-lived assets to their respective carrying values. An entity recognizes an impairment charge for the amount by which the carrying amount of the indefinite-lived asset or reporting unit exceeds its fair value. The Company has determined that its reporting units align with its operating segments as defined in the Segment Reporting section below.

In evaluating goodwill and indefinite-lived assets for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit or the indefinite-lived asset is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit or indefinite-lived asset is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit or indefinite-lived asset with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value.

In assessing the fair value of a reporting unit, the Company utilizes discounted cash flow models and market approach methodologies, such as the guideline public company and guideline transaction methodologies. The Company fair values its indefinite-lived assets using valuation methodologies appropriate for the type of asset. Such methods might include discounted cash flow models, relief from royalty and cost to replace methods. The Company performs its impairment testing as of December 31 of each year or as required if triggering events occur indicating a potential for impairment.

Finite-lived Intangible Assets and Other Long-Lived Assets

Finite-lived intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.

Amortization of the Company’s finite-lived intangible assets is computed using the following useful lives:

Intangible Asset Useful Life

License agreements 6.5 - 16 years

Software 6 - 10 years

Distribution contracts 1 year

Employment and non-compete agreements 3 years

Finite-lived intangible assets and other long-lived assets, such as plant and equipment, are subject to the provisions of ASC 360, Property, Plant and Equipment when determining the extent of impairment losses, if any.

The Company evaluates the recoverability of its finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of its finite-lived intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in the Company’s business strategy. If the Company determines the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value.

Segment Reporting

The Company uses the management approach to determine its reportable segments. The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”).

Revenue Recognition

The Company generates revenue primarily through the sale of its digital and physical video game titles, including extra content, principally for the console, PC and mobile platforms. In addition, the Company generates additional revenues through its esports activities including sponsorships and participation fees. The Company’s product and service offerings include, but are not limited to:

1. Premium full games – Primarily available on console, PC and mobile platforms, our games contain a software license that is delivered digitally or via physical disk at the time of sale;

2. In-game content –Downloadable extra content that is accessible by users on either console or PC platforms, which allows consumers to enhance their gameplay experience;

3. Esports competition events - Hosting of online esports competitions that generate participation fees and sponsorship revenues; and

4. Software development – Providing outsourced code and content development services.

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

● Identification of a contract with a customer;

● Identification of the performance obligations in the contract;

● Determination of the transaction price;

● Allocation of the transaction price to the performance obligations in the contract; and

● Recognition of revenue when or as the performance obligations are satisfied.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the Company’s performance obligations are satisfied.

During the years ended December 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Product Sales

Product sales consist of our premium full games, which are delivered either digitally or in a physical format. We recognize revenues once both control of the product has been transferred to the customer and any underlying performance obligations have been satisfied. Product sales generally have a singular distinct performance obligation, as the Company does not have an obligation to provide future update rights or online hosting.

Revenues from product sales are recognized after deducting allowances for returns and price protection, which are considered to be variable consideration for the purposes of estimating revenue to recognize.

Certain products are sold to customers with a street date, which is the earliest date these products may be sold by retailers to the end consumer. For these products, the Company recognizes revenues on the later of the street date and the date the product is sold to our customer. For digitally delivered games, the Company recognizes revenue when it is available for download or is activated for gameplay. Revenues are recorded net of taxes assessed by governmental authorities that imposed at the time of the specific revenue generating transaction.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment immediately upon purchase or within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

In-game Revenues

In-game revenues primarily consist of revenue earned through the sale of downloadable content that enhances the gameplay experience for the Company’s customers using console, PC or mobile platforms, as well as the purchase of in-game credits for the purchase of downloadable content. In-game credits can only be used for in-game purchases and are non-refundable.

Revenue related to in-game content is recognized at the point in time the Company satisfies its performance obligation, which is generally at the time the customer obtains control of the in-game content, either by downloading the digital in-game content or by purchasing the in-game credits.

Esports

The Company recognizes sponsorship revenue associated with hosting online esports competition events over the period of time the Company satisfies its performance obligation under its contracts, which is generally concurrent with the time events are held. If the Company enters into a contract with a customer to sponsor a series of esports events, the Company allocates the transaction price between the series of events and recognizes revenue over the period of time each event is held and the Company satisfies its performance obligations.

Software Development

The Company’s software development services primarily include the development of gaming platforms and simulators for external customers, licenses fees for use of the products commercially, as well as the associated maintenance, training, and support services related to the deliverables. The contracts with customers set payment milestones over the course of the software development cycle through delivery of the final product. The contracts also provide maintenance and support services with respect to the furnished product over a specified length of time after delivery.

The milestones set within the software development cycle are not considered to be separately identifiable or distinct from the final product. Revenue related to the software development is recognized at the point in time the Company delivers, and the customer takes possession of the final product. Revenue associated with the license, maintenance, training, and support services are recognized over the life of the agreement for such services.

The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations:

SUMMARY OF REVENUE RECOGNIZED

2022 2021

For the Year Ended December 31,

2022 2021

Revenues:

Gaming $ 9,144,639 $ 14,267,735

Esports 1,179,920 807,795

Total Revenues $ 10,324,559 $ 15,075,530

Identifying Performance Obligations

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available) and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation.

Determining the Transaction Price

The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring its goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes reviewing variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding the Company’s sales returns and price protection reserves.

Allocating the Transaction Price

Allocating the transaction price requires the Company to determine an estimate of the relative stand-alone selling price for each distinct performance obligation.

Principal Versus Agent Considerations

The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following:

● the underlying contract terms and conditions between the various parties to the transaction;

● which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer;

● which party has inventory risk before the specified good or service has been transferred to the end customer; and

● which party has discretion in establishing the price for the specified good or service.

Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple’s App Store or Google Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues.

Allowances for Returns and Price Protection

The Company may permit product returns from, or grant price protection to, its customers under certain conditions. Price protection represents the Company’s practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price.

Allowances for returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protections that may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable for additional details.

When evaluating the adequacy of allowances for returns and price protection, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in higher-than-expected returns or higher price protection in subsequent periods.

The Company’s allowances for returns and price protection as of December 31, 2022 and 2021 were approximately $4.3 million and $4.6 million, respectively. The Company recognized an expense of approximately $2.0 million and $3.9 million for sales returns and price protections as a reduction of revenues for the years ended December 31, 2022 and 2021, respectively.

Advertising Costs

The Company generally expenses advertising costs as incurred, with the exception of non-direct advertising campaign costs that are paid for in advance. Prepaid non-direct advertising costs are recognized as prepaid assets and expensed at the start of the advertising campaign, included in “Sales and marketing” in the consolidated statement of operations.

Income Taxes

On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Subtopic 718, Stock Compensation (“ASC 718”). The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date, using the Black-Scholes option pricing model. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. Stock-based compensation is adjusted for any forfeitures, which are accounted for on an as occurred basis.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options, if not anti-dilutive.

The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

For the Year Ended December 31,

2022 2021

Stock options 61,646 57,357

61,646 57,357

Foreign Currency Translation

The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies, which include the United States Dollar, Euro, Australian Dollar and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations.

The Company recorded net transaction losses of approximately $831,200 and $222,500 for years ended December 31, 2022 and 2021, respectively. Such amounts have been classified within other income (expense) in the accompanying consolidated statements of operations.

Recently Issued Accounting Standards

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In November 2019, the FASB issued Accounting Standard Update (“ASU”) 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2019-11 are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). Based on the Company’s assessment, it is not expected that the adoption of this guidance to have a significant impact on the consolidated financial statements.

Adoption of Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 revises an entity’s accounting for operating leases and requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. This update also requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all such leases and requires disclosures designed to give financial statement users information on the amount and timing of lease expenses arising from such leases. These disclosures include certain qualitative and specific quantitative disclosures.

The Company adopted ASU 2016-02 on January 1, 2022, using the modified retrospective transition approach and has elected the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

Upon adoption, ASU 2016-02 did not have a material effect on the Company’s consolidated balance sheets due to the recognition of approximately $765,000 of operating lease assets and approximately $765,000 of operating lease liabilities primarily related to real estate and automobiles. There was no cumulative-effect adjustment of initially applying the guidance to the opening balance of retained earnings. As of December 31, 2022, ASU 2016-02 did not have a material impact on the consolidated statements of operations and comprehensive loss or the consolidated statements of cash flows.

In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if the acquiring entity had originated the related revenue contracts. Early adoption is permitted, including interim periods within those fiscal years. An entity that early adopts this guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company early adopted the guidance during the fourth quarter of 2021. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (“Topic 321”), Investments—Equity Method and Joint Ventures (“Topic 323”), and Derivatives and Hedging (“Topic 815”)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”). The amendments in this ASU clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current U.S. GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The Company adopted ASU 2020-01 on January 1, 2022. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2022. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

ACQUISITIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

NOTE 3 – ACQUISITIONS

Le Mans

On January 25, 2021, the Company entered into an Amendment (the “Le Mans Amendment”) to the Le Mans Esports Series Ltd Joint Venture Agreement with Automobile Club de l’Ouest, a company registered in France (“ACO”). Pursuant to the Le Mans Amendment, the Company increased its ownership share in Le Mans Esports Series Ltd, from 45% to 51%, with the Company holding a controlling financial interest and ACO holding a 49% minority ownership share in Le Mans Esports Series Ltd.

Pursuant to the Le Mans Amendment, the parties expanded the primary objective and purpose of Le Mans Esports Series Ltd to include the creation, development, and publishing of video games based on the FIA World Endurance Championship and the 24 Hours of Le Mans, in addition to operating, promoting, and running an electronic sports events business replicating races of the FIA World Endurance Championship and the 24 Hours of Le Mans on an electronic video gaming platform.

Pursuant to the Le Mans Amendment, if the board of directors of Le Mans Esports Series Ltd determines that its working capital requirements for the development of future games exceeds its resources, the Company will be obligated to contribute such additional funding to Le Mans Esports Series Ltd as a loan (which would not be interest bearing). Any such loan would be repayable when additional funding was no longer required by Le Mans Esports Series Ltd, as determined by its board of directors, provided that any such repayment would occur prior to Le Mans Esports Series Ltd’s distribution of any of its profits to the shareholders of Le Mans Esports Series Ltd.

Further, pursuant to the Le Mans Amendment, the Company has a right to priority distribution of profits to recoup the additional funding and royalty payments that serve as the consideration for the Le Mans Video Gaming License (as defined below).

On January 25, 2021, simultaneously with the execution of the Le Mans Amendment, Le Mans Esports Series Ltd and ACO entered into a license agreement pursuant to which Le Mans Esports Series Ltd was granted an exclusive license to use certain licensed intellectual property described in such license agreement for motorsports and/or racing video gaming products related to, themed as, or containing the FIA World Endurance Championship and the 24 Hours of Le Mans (including Le Mans Esports Series Ltd’s esports web platform) (the “Le Mans Video Gaming License”).

The Le Mans Video Gaming License’s term is 10 years starting on the date of the first release of a product and automatically renews for an additional 10-year term, unless ACO elects not to renew. In exchange for the Le Mans Video Gaming License, the Company agreed to fund up to €8,000,000 (approximately $8,530,000 USD as of December 31, 2022) as needed by Le Mans Esports Series Ltd to develop video game products, which will be contributed on an as-needed basis during the term of the Le Mans Video Gaming License. Additionally, the Company is obligated to pay ACO an annual royalty payment beginning from the time of the launch of the first video game product and continuing through each anniversary thereof for the term of the license.

On January 25, 2021, Le Mans Esports Series Ltd and ACO entered into an esports license agreement pursuant to which Le Mans Esports Series Ltd was granted an exclusive license to use certain licensed intellectual property described in such license agreement for motorsports and/or racing esports events related to, themed as, or containing the FIA World Endurance Championship and the 24 Hours of Le Mans (including the Le Mans Esports Series Ltd’s esports web platform) (the “Le Mans Esports License”).

The Le Mans Esports License’s term is through January 25, 2031, which automatically renews for an additional 10-year term, unless ACO elects not to renew. The Le Mans Esports License was granted to Le Mans Esports Series Ltd on a royalty-free basis in consideration of the investments already made into Le Mans Esports Series Ltd by the Company and ACO.

On January 25, 2021, Le Mans Esports Series Ltd and ACO entered into another esports license agreement pursuant to which Le Mans Esports Series Ltd was granted an exclusive license to use certain licensed intellectual property described in such license agreement to run, promote, and exploit the 24 Hours of Le Mans Virtual event (the “24 Hours of Le Mans Virtual License”).

The 24 Hours of Le Mans Virtual License’s term is through January 25, 2031, which will automatically renew for an additional 10-year term, unless ACO elects not to renew. The 24 Hours of Le Mans Virtual License was granted to Le Mans Esports Series Ltd on a royalty-free basis in consideration of the investments already made into Le Mans Esports Series Ltd by the Company and ACO.

The following key assumptions were utilized by the Company to determine the fair value of the acquired intangible assets: (i) revenue projections; (ii) risk-free rate, which was estimated based on the rate of treasury securities with the same term as the mid-period of the projection periods; and (iii) revenue volatility, which was estimated based on an analysis of historical asset volatilities for similar companies and adjusted for operating leverage to estimate revenue volatility.

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

SUMMARY OF AGGREGATE PURCHASE PRICE

	Valuation Method	Discount Rate			GBP			USD
Cash					£	257,232		$	350,626
Other assets						858			1,169
Gaming license	Excess earning Method		30.00	%		843,682			1,150,000
Esports licenses	Excess earning Method		30.00	%		1,217,836			1,660,000
Goodwill			30.00	%		47,084			65,221
Accounts payable			-			(5,147	)		(7,016	)
Non-controlling interest	Business Enterprise Income		30.00	%		(1,157,531	)		(1,573,624	)

Total Fair value of Member’s equity					£	1,204,014		$	1,646,376
Fair value of the previously held interest					£	1,062,999		$	1,449,000

Fain value of the consideration					£	141,015		$	197,376

Following the Company’s acquisition of additional interest in Le Mans Esports Series Ltd on January 25, 2021, the Company ceased equity method accounting for its interest in Le Mans Esports Series Ltd and commenced consolidation accounting.

Results of operations of Le Mans Esports Series Ltd for the period from January 25, 2021 to December 31, 2021 included approximately $741,000 in revenues and approximately $288,000 in net losses.

The acquisition of Le Mans Esports Series Ltd has been recorded in accordance with ASC 805, Business Combinations (“ASC 805”). The transactions were taxable for income tax purposes and all assets and liabilities have been recorded at fair value for both book and income tax purposes.

KartKraft

On March 19, 2021, the Company acquired all assets comprising the KartKraft computer video game from Black Delta Holdings PTY, Black Delta Trading Pty Ltd and Black Delta IP Pty Ltd. (collectively, “Black Delta”). The purchase price for the assets was $1,000,000, of which $750,000 was paid at closing and $250,000 was transferred to an escrow account, which was released in September 2021 on the 6-month anniversary of closing. Through this acquisition, the Company entered the simulated kart-racing space and formed Motorsport Games Australia to support the Black Delta development team.

The purchase price allocation for the KartKraft acquisition was completed subsequent to the acquisition date. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

Intangible Asset	Valuation Method	Discount Rate			Amount
KartKraft Trade Name	Relief-from-Royalty		27.50	%	$	108,000
Software	Replacement cost		25.00	%		833,000
Employment & Non-Compete	With & Without Method		25.00	%		59,000
Total Consideration					$	1,000,000

Results of operations of KartKraft for the period from March 18, 2021 to December 31, 2021 included revenues of approximately $168,000 and approximately $482,000 in net losses.

The KartKraft acquisition has been recorded in accordance with ASC 805. The transactions were taxable for income tax purposes and all assets and liabilities have been recorded at fair value for both book and income tax purposes.

Studio397

On April 20, 2021, the Company closed the transactions contemplated by the share purchase agreement, dated April 1, 2021 (the “SPA”), with Luminis International BV (“Luminis”) and Technology In Business B.V. (“TIB”) pursuant to which the Company purchased from TIB 100% of the share capital (the “Studio397 Shares”) of Studio397 B.V. (“Studio397”). Studio397 is a racing simulation and technology company that provides the industry-leading racing simulation platform, rFactor 2. Since early 2020, Studio397 has been providing its vehicle physics, tire modeling and artificial intelligence software to the Company’s video games.

The purchase price for the Studio397 Shares was $16,000,000, payable in the following two installments: $12,800,000 was paid at closing (the “Completion Payment”) and $3,200,000 in April 2022 on the first anniversary of closing (the “Deferred Payment”). The Deferred Payment was discounted to $3,111,781 using a 2.8% discount rate as of the acquisition date with a payment date of April 20, 2022. The balance of the Deferred Payment as of December 31, 2021 was $3,170,319.

To secure the Company’s payment of the Deferred Payment, the Company granted a right of pledge on 20% of the Studio397 Shares (“Pledged Shares”) by means of execution of a deed of pledge at the closing of the transactions contemplated by the SPA. The voting rights attached to the Pledged Shares will be transferred to TIB if and to the extent that the Company fails to pay the Deferred Payment within 30 business days following receipt of TIB’s notice of any such failure.

On April 22, 2022, the Company entered into a letter agreement (the “First SPA Amendment”) amending the terms of (i) the SPA and (ii) the related deed of pledge that secured the Company’s payment of the $3.2 million Deferred Payment due under the SPA. Pursuant to the First SPA Amendment, the Deferred Payment installment amount due to be paid under the SPA by the Company on the first anniversary of closing was reduced from $3.2 million to $1 million with the remaining $2.2 million further deferred and to be paid within 90 days of the date that the Company made the $1 million payment. Further, pursuant to the First SPA Amendment, secured obligations under the deed of pledge were correspondingly reduced from $3.2 million to $2.2 million following the finalization of an amendment to the deed of pledge on May 12, 2022. The $1 million payment was made on April 30, 2022.

On July 21, 2022, the Company entered into an additional letter agreement (the “Second SPA Amendment”) to further amend the terms of (i) the SPA and (ii) the related deed of pledge that secured the Company’s payment of the remaining $2.2 million Deferred Payment due under the SPA, effective as of July 19, 2022. The Second SPA Amendment modified the payment terms with respect to the remaining Deferred Payment amount of $2.2 million to consist of installments of: $330,000 paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining deferred payment is satisfied. The Second SPA Amendment also calls for 15% interest on the deferred payment balance effective on July 19, 2022. The remaining balance of the Deferred Payment as of December 31, 2022 was $1,470,000 with unpaid accrued interest of approximately $115,000.

The Studio397 acquisition has been recorded in accordance with ASC 805. The purchase price allocation for total invested capital was based on preliminary estimates of fair value of the assets acquired and liabilities assumed at the acquisition date, with excess allocated to goodwill. Goodwill represents synergies from combining the operations of the acquiree with the Company, as well as other intangible assets that do not qualify for separate recognition. Goodwill will be deductible for tax purposes and the transaction itself was deemed taxable for income tax purposes. All assets and liabilities have been recorded at fair value for both book and income tax purposes.

The purchase price allocation for total invested capital of $15,911,781 was completed as of the Studio397 acquisition date. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

	Valuation Method	Discount Rate			Amount
Debt-free net working capital	-		-		$	(12,450	)
Fixed assets	-		-			21,504
rFactor 2 Trade Name	Relief-from-Royalty		9.30	%		3,040,000
Software	Replacement Cost		9.30	%		7,010,000
Employment & Non-Compete Agreements	With & Without Method		9.30	%		214,000
Internally developed franchise	Excess earning Method		9.30	%		678,000
Goodwill						4,960,727
Total Consideration					$	15,911,781

Total acquisition-related costs and expenses incurred in connection with the acquisition of Studio397 were immaterial.

Studio397’s results of operations for the period from April 20, 2021 to December 31, 2021 included approximately $845,000 in revenues and $1,857,000 in net losses. On an unaudited pro forma basis, if the acquisition had occurred on January 1, 2021, the Company’s consolidated revenues and net loss for the year ended December 31, 2021 would have been approximately $15,143,000 and $34,151,000, respectively.

The components of Studio397’s debt free net working capital deficit on the acquisition date are as follows:

Current assets:
Projects to be invoiced	$	192,658
Trade debtors		26,121
Paid in advance		47,168
Total current assets	$	265,947

Less current liabilities:
Trade creditors		140,049
Advance invoices/payments		41,063
Audit costs		7,148
Holiday allowances		49,242
Bonuses		42,035
Taxes and social securities		(1,140	)
Total current liabilities	$	278,397

Debt free net working capital deficit	$	(12,450	)

The Studio397 acquisition has been recorded in accordance with ASC 805. The transaction was taxable for income tax purposes and all assets and liabilities have been recorded at fair value for both book and income tax purposes.

704Games Company

On April 16, 2021, the Company closed the transactions contemplated by each of (i) the share exchange agreement with PlayFast Games, LLC, a North Carolina limited liability (“PlayFast”), dated as of March 11, 2021, as amended by that certain amendment dated as of April 1, 2021 (as amended, the “PlayFast Exchange Agreement”) and (ii) the share exchange agreement with Ascend FS, Inc., a British Columbia corporation (“Ascend”), dated as of March 14, 2021, as amended by that certain amendment dated as of April 1, 2021 (as amended, the “Ascend Exchange Agreement”). As a result, the Company acquired all of the remaining issued and outstanding equity interests in 704Games, which represented 17.8% of 704Games.

The transactions contemplated by the PlayFast Exchange Agreement and the Ascend Exchange Agreement were structured as a merger of 704Games Company with and into 704Games LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Company, with 704Games LLC being the surviving entity in such merger. The merger consideration issued to (i) PlayFast with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 366,542 newly-issued shares of the Company’s Class A common stock with a fair market value at such date of $7,587,419 and $1,542,519 in cash and (ii) Ascend with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 488,722 newly-issued shares of the Company’s Class A common stock with a fair market value of $10,116,545 and $2,056,692 in cash.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following balances as of December 31, 2022 and 2021:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2022			2021
	December 31,
	2022			2021
Furniture and fixtures	$	17,450		$	16,580
Computer software and equipment		760,887			863,931
Leasehold improvements		146,370			127,524
Property and equipment, gross		924,707			1,008,035
Less: accumulated depreciation		(402,274	)		(280,946	)
Property and equipment, net	$	522,433		$	727,089

Depreciation expense was $339,700 and $197,000 for the years ended December 31, 2022 and 2021, respectively.

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

Licensing Agreements

BTCC

On May 29, 2020, the Company secured a licensing agreement with the BARC (TOCA) Limited (“BARC”), the exclusive promoter of the BTCC. Pursuant to the agreement, the Company was granted an exclusive license to use certain licensed intellectual property for motorsports and/or racing video gaming products related to, themed as, or containing the BTCC, on consoles, PC and mobile applications, esports series and esports events (including the Company’s esports platform). In exchange for this license, the agreement requires the Company to pay BARC an initial fee in two installments of $100,000 each, the first of which was due on June 5, 2020 and the second installment paid on May 29, 2022. Following the initial fee, the agreement also requires the Company to pay royalties, including certain minimum annual guarantees, on an ongoing basis to BARC and to meet certain product distribution, marketing and related milestones, subject to termination penalties.

The Company capitalized the initial license fee and present value of committed future minimum royalty payments as a license intangible asset in the amount of approximately $892,000. The Company considers this to be a non-amortizing intangible asset until such point the Company begins to generate revenues under the BTCC license, at which amortization will be recorded, and as such the asset has been monitored for impairment triggers throughout the year. As such, no amortization expense has been recognized in respect of this asset during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company had a remaining liability in connection with the licensing agreement of approximately $798,000 and $854,000, respectively, which is included in other non-current liabilities on the consolidated balance sheets.

INDYCAR

On July 13, 2021, the Company entered into a license agreement (the “INDYCAR Gaming License”) with INDYCAR LLC (“INDYCAR”). Pursuant to the INDYCAR Gaming License, INDYCAR granted the Company with a license to use certain licensed intellectual property (described in the INDYCAR Gaming License) for motorsports and/or racing video gaming products related to, themed as, or containing the INDYCAR SERIES. The INDYCAR Gaming License is a long-term agreement, in connection with which the parties intend to form an exclusive relationship for the development of video games to be the official video games of the INDYCAR SERIES.

In exchange for the INDYCAR Gaming License, the Company will pay to INDYCAR an annual development fee through the date of launch, after which INDYCAR will receive a royalty equal to a certain percentage of sales of physical and digital video gaming products, subject to certain minimum guarantees. The Company has agreed under the INDYCAR Gaming License to provide advertising and publicity to bring the INDYCAR SERIES racing video gaming products to the attention of as many purchasers and potential purchasers as possible.

Additionally, the Company and INDYCAR entered into a license agreement pursuant to which, the Company was granted a license to use certain licensed intellectual property described in such license (“Licensed IP”) for motorsports and/or racing esports events related to, themed as, or containing the INDYCAR SERIES (including the rFactor 2 platform) (the “INDYCAR Esports License”). The INDYCAR Esports License is a long-term agreement, in connection with which the parties intend to form an exclusive relationship for the development of events to be the official esports events of the INDYCAR SERIES, which include the esports events related to and/or themed as or containing the Licensed IP and related features which, prior to launch, are hosted on the Company’s rFactor 2 and, after launch of the products, are hosted using the products. In exchange for the INDYCAR Esports License, INDYCAR will receive, on an annual basis, a royalty equal to a certain percentage of the net revenue (as defined in the INDYCAR Esports License) derived from or in connection with the events during the previous calendar year.

The Company capitalized the initial license fee and present value of committed future minimum royalty payments as a license intangible asset in the amount of approximately $2,714,000. The Company considers this to be a non-amortizing intangible asset until such point the Company begins to generate revenues under the INDYCAR Esports License, at which amortization will be recorded, and as such the asset has been monitored for impairment triggers throughout the year. As such, no amortization expense has been recognized in respect of this asset during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company had a remaining liability in connection with the licensing agreement of approximately $3,206,000 and $2,787,000, respectively, which is included as current and other non-current liabilities on the consolidated balance sheets.

Acquisitions

In connection with the acquisition of Le Mans Esports Series Ltd, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset Useful Life Cost

Gaming license Indefinite $ 1,150,000

Esports licenses Indefinite 1,660,000

Total $ 2,810,000

In connection with the acquisition of KartKraft, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset	Useful Life	Cost
KartKraft Trade Name	Indefinite	$	108,000
Software	6 Years		833,000
Employment & Non-Compete	3 Years		59,000
Total		$	1,000,000

In connection with the acquisition of Studio397, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset	Useful Life	Cost
Software	6-10 years	$	7,688,000
rFactor 2 Trade Name	Indefinite		3,040,000
Employment & Non-Compete Agreements	3 years		214,000
Total		$	10,942,000

Impairment

The Company completed interim impairment assessments for its indefinite- and finite-lived intangible assets for the interim periods ended March 31, 2022 and June 30, 2022, following the identification of triggering events, in addition to its annual impairment assessment performed as of December 31, 2022.

As a result of these assessments, the Company determined the carrying value of its rFactor 2 trade, Le Mans Gaming License and rFactor 2 software technology exceeded their respective fair values, recognizing impairment losses of $2.1 million, $1.1 million and $1.3 million, respectively, for the interim period ended March 31, 2022. For the interim period June 30, 2022, the Company recognized additional impairment losses of $0.1 million related to the rFactor 2 trade name. An additional $0.2 million of impairment losses with respect of the rFactor 2 trade name was recognized at the annual impairment assessment date of December 31, 2022.

For the three months ended March 31, 2022 interim impairment review, the primary triggers were changes made to the Company’s product roadmap in the first quarter of the fiscal year ending December 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of the Company’s market capitalization which had reduced significantly since December 31, 2021. These changes were made by the Company to better align the product roadmap with the Company’s ability to produce and release high quality games.

For the three months ended June 30, 2022 interim impairment review, the primary triggers were the ongoing reduction in the Company’s share price, the receipt of a deficiency letter notice from NASDAQ and the Company’s ongoing uncertain liquidity position. No indicators of impairment were identified as of September 30, 2022. The interim period impairment assessments indicated that the carrying value of the rFactor 2 trade name and Le Mans video gaming license indefinite-lived intangible assets, as well as its rFactor 2 finite-lived technology, were lower than their respective carrying values.

As of December 31, 2022, the Company performed its annual indefinite-lived and finite-lived intangible asset impairment reviews, electing to bypass the optional qualitative assessment and performed quantitative impairment assessments for all of its indefinite-lived and finite-lived intangible assets.

The Company determined the fair value of its indefinite-lived intangible assets using a relief-from-royalty method for the trade name, a discounted cash flow valuation model for the Le Mans Gaming License and a cost to recreate valuation model for the finite-lived technology intangible asset. For all impairment assessments performed, the impairment loss for indefinite- and finite-lived intangible assets was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as changes to the discount rates applied, royalty rates and technological obsolescence assumptions used in the valuation models. The principal assumptions used in each of the relief-from-royalty method assessments used to determine the fair value of the rFactor 2 trade name consisted of forecasted revenues, royalty rate and weighted average cost of capital (i.e., the discount rate), while the principal assumptions used in each of the discounted cash flow valuation models used to value the Le Mans Gaming License were forecasted revenues and weighted average cost of capital. The principal assumptions used determining the fair value of the finite-lived technology intangible asset were number of production hours, cost per hour and technological obsolescence. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods.

The impairment loss is presented as impairment of intangible assets in the consolidated statements of operations.

The following is a summary of intangible assets as of December 31, 2022 and 2021:

SCHEDULE OF INTANGIBLE ASSETS

	Licensing Agreements (Finite)			Licensing Agreements (Indefinite)			Software (Finite)			Distribution Contracts (Finite)		Trade Names (Indefinite)			Non-Compete Agreement (Finite)			Accumulated Amortization			Total
Balance as of January 1, 2021	$	891,999		$	2,810,000		$	2,340,000		$	560,000	$	-		$	-		$	(1,843,547	)	$	4,758,452
Additions		6,363,818			-			8,521,000			-		3,175,928			273,000			-			18,333,746
Impairment		-			-			-			-		(317,113	)		-			-			(317,113	)
Amortization		-			-			-			-		-			-			(1,568,652	)		(1,568,652	)
Foreign currency translation adjustment		(57,454	)		-			(496,459	)		-		(186,234	)		(15,470	)		34,993			(720,624	)
Balance as of December 31, 2021		7,198,363			2,810,000			10,364,541			560,000		2,672,581			257,530			(3,377,206	)		20,485,809
Additions		-			-			-			-		-			-			-			-
Impairment		-			(1,107,054	)		(1,320,993	)		-		(2,400,431	)		-			-			(4,828,478	)
Amortization		-			-			-			-		-			-			(1,728,955	)		(1,728,955	)
Foreign currency translation adjustment		-			(156,301	)		(386,706	)		-		(59,965	)		(14,287	)		49,113			(568,146	)
Balance as of December 31, 2022	$	7,198,363		$	1,546,645		$	8,656,842		$	560,000	$	212,185		$	243,243		$	(5,057,048	)	$	13,360,230
Weighted average remaining amortization period at December 31, 2022		-			-			4.3			-		-			1.2			-			-

Accumulated amortization of intangible assets consists of the following:

Licensing
Agreements Software Distribution
Contracts Non-Compete
Agreement Accumulated
Amortization

Balance as of January 1, 2021 $ 686,012 $ 597,535 $ 560,000 $ - $ 1,843,547

Amortization expense 226,873 1,278,633 - 63,146 1,568,652

Foreign currency translation adjustment (625 ) (32,452 ) - (1,916 ) (34,993 )

Balance as of December 31, 2021 912,260 1,843,716 560,000 61,230 3,377,206

Amortization expense 233,750 1,416,273 - 78,933 1,728,956

Foreign currency translation adjustment - (47,854 ) - (1,260 ) (49,114 )

Balance as of December 31, 2022 $ 1,146,010 $ 3,212,135 $ 560,000 $ 138,903 $ 5,057,048

Estimated aggregate amortization expense of intangible assets for the next five years and thereafter, excluding future amortization on non-amortizing finite-lived intangible assets of $3.5 million, is as follows:

For the Years Ending December 31,	Total
2023	$	1,646,819
2024		1,633,194
2025		1,451,629
2026		1,204,842
2027		388,890
Thereafter		1,818,823
	$	8,144,197

GOODWILL

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

NOTE 6 - GOODWILL

The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the years ended December 31, 2022 and 2021 were as follows:

SCHEDULE OF GOODWILL

	Games			Esports			Total
Balance as of January 1, 2021
Goodwill	$	137,717		$	-		$	137,717

Goodwill		137,717			-			137,717
Goodwill attributable to Le Mans Esports Series Ltd		-			65,221			65,221
Goodwill attributable to Studio397		4,960,727			-			4,960,727
Foreign currency translation adjustment		(295,562	)		(638	)		(296,200	)
Balance as of December 31, 2021
Goodwill		4,802,882			64,583			4,867,465

Impairment loss		(4,723,687	)		(64,583	)		(4,788,270	)
Foreign exchange		(79,195	)		-			(79,195	)
Balance as of December 31, 2022
Goodwill		4,723,687			64,583			4,788,270
Accumulated impairment loss		(4,723,687	)		(64,583	)		(4,788,270	)
	$	-		$	-		$	-

The Company identified triggering events on March 31, 2022 that indicated its goodwill associated with the acquisition of Studio397 B.V. (“Studio397”) was at risk of impairment and as such, performed a quantitative impairment assessment to determine whether the fair value of the associated reporting unit exceeded its fair value. The primary triggers for the impairment review were changes made to Motorsport Games’ product roadmap during the three months ended March 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of Motorsport Games’ market capitalization which had reduced significantly subsequent to December 31, 2021, the date of the last impairment assessment.

As a result of the March 31, 2022 interim impairment assessment, the Company determined the carrying value of its Gaming reporting unit exceeded its fair value and the associated goodwill was fully impaired. Impairment losses of approximately $4.8 million have been recorded during the year ended December 31, 2022, reducing the carrying value of the Company’s goodwill to $0. As such, no further impairment assessments have been completed subsequent to the March 31, 2022 interim assessment.

The Company determined the fair value of the Gaming reporting unit using a discounted cash flow valuation model. The impairment loss was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as a higher discount rate applied in the valuation model. The principal assumptions used in the discounted cash flow valuation model were forecasted revenues and weighted average cost of capital (i.e., the discount rate).

The impairment loss is presented as impairment of goodwill in the consolidated statements of operations.

LEASES

12 Months Ended

Dec. 31, 2022

Leases

LEASES

NOTE 7 - LEASES

The Company’s operating leases primarily relate to real estate, which include office space in the U.S., the U.K., Australia and the Republic of Georgia. The Company’s leases have established fixed payment terms that are typically subject to annual rent increases throughout the term of each lease agreement. The Company’s lease agreements have varying noncancelable rental periods and do not typically include options for the Company to extend the lease terms.

The Company’s operating leases have been presented in operating lease right of use assets, operating lease liabilities (current) and operating lease liabilities (non-current), on the Company’s consolidated balance sheets as of December 31, 2022, following the Company’s adoption of the new leasing standard on January 1, 2022. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Refer to Note 2 – Summary of Significant Accounting Policies, for further information on the adoption of ASC 842.

Incremental borrowing rate

The Company’s lease agreements do not provide an implicit rate to determine the present value of lease payments. As such, the Company uses its incremental borrowing rate to determine the present value of lease payments. The Company derives its incremental borrowing rate from information available at the lease commencement date, which represents a collateralized rate of interest the Company would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. As the Company did not have external borrowings at the adoption date with comparable terms to its lease agreements, the Company estimated its borrowing rate based on prime lending rate (“Prime Rate”), adjusted for the US Treasury note rates for the same term as the associated lease and the Company’s credit risk spread.

The components of lease expense were as follows:

SCHEDULE OF LEASE COST


	Consolidated Statement of Operations Classification	For the Year Ended December 31, 2022
Short-term operating lease expense	G&A	$	145,326
Operating lease expense	G&A		437,312
Total lease costs		$	582,638

Weighted average remaining lease terms and weighted average discount rates are as follows:

SCHEDULE OF REMAINING LEASE TERMS


	For the Year Ended December 31, 2022
Weighted-average remaining lease term - operating leases (years)		3.29
Weighted-average discount rate - operating leases		7.86	%

Supplemental cash flow information related to leases is as follows:

SCHEDULE OF CASH FLOW SUPPLEMENTAL


	For the Year Ended December 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	669,226
Right of use assets obtained in exchange for new lease obligations	$	1,266,825

As of December 31, 2022, maturities related to lease liabilities were as follows:

	Operating Leases
2023	$	432,978
2024		343,826
2025		179,028
2026		72,144
2027		48,975
Thereafter		-
Total lease payments	$	1,076,951
Less effects of imputed interest		(79,125	)
Present value of lease liabilities	$	997,826

New lease agreements

On February 8, 2022, the Company entered into a new lease agreement with Lemon City Group, LLC, an entity affiliated with our majority shareholder, Motorsport Network, for office space located in Miami, Florida (the “New Lemon City Lease”). The term of this new lease was 5 years, which commenced April 1, 2022 and was scheduled to expire on March 31, 2027, terminable upon 60-days’ written notice, by either party, with no penalty. Concurrently with entering into the New Lemon City Lease, a previous lease agreement for office space in Miami, Florida between 704Games LLC and Lemon City Group, LLC was terminated without penalty. The base rent from the New Lemon City Lease was fixed at approximately $22,000 per month. On August 10, 2022, the Company provided written notice to terminate the New Lemon City Lease in accordance with the terms of the lease agreement, without penalty, resulting in a lease modification and the remeasurement of the lease liability and right-of-use asset balances associated with the modified lease which terminated on October 9, 2022. No gain or loss was recognized within the consolidated statement of operations as a result of the lease modification.

On November 1, 2022 the Company entered into a new lease agreement with Lisi Side LTD (“Lisi”) for office space located in Tbilisi, Republic of Georgia (the “Tbilisi Lease”). The leased space is for use by the Company’s product development personnel. The term of the lease is 5 years, which commenced on November 30, 2022, and calls for monthly payments of $4,897 per month in arrears. The Tbilisi Lease can be terminated by the Company upon 90 days written notice with no penalty or in the event of Lisi’s breach of contract to the Tbilisi Lease, where such breach has not been cured for more than 15 days from the Company’s written notice of such breach. The Tbilisi Lease does not contain any options for extension, however, the agreement allows modification at any time by written agreement between the Company and Lisi.

ACCRUED EXPENSES AND OTHER LIABILITIES

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

NOTE 8 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	2022		2021
	December 31,
	2022		2021
Accrued royalties	$	274,085	$	1,694,011
Accrued professional fees		693,803		80,909
Accrued consulting fees		26,667		106,006
Accrued development costs		172,164		968,007
Esports prize money		125,202		168,959
Accrued taxes		149,842		31,491
Accrued payroll		372,358		235,224
Deferred revenue		311,945		523,796
Loss contingency reserve (see Note 13)		1,100,000		-
Accrued other		190,358		239,664
Total	$	3,416,424	$	4,048,067

RELATED PARTY LOANS

12 Months Ended

Dec. 31, 2022

Related Party Loans

RELATED PARTY LOANS

NOTE 9 – RELATED PARTY LOANS

On April 1, 2020, the Company entered into a promissory note (the “12 million Line of Credit”) with the Company’s majority stockholder, Motorsport Network, that provides the Company with a line of credit of up to $10 million at an interest rate of 10% per annum, the availability of which is dependent on Motorsport Network’s available liquidity. On November 23, 2020, the Company and Motorsport Network entered into an amendment to the $12 million Line of Credit, effective in 2020, pursuant to which the availability under the $12 million Line of Credit was increased from $10 million to $12 million, with no changes to the other terms. The $12 million Line of Credit does not have a stated maturity date and is payable upon demand at any time at the sole and absolute discretion of Motorsport Network. The Company may prepay the $12 million Line of Credit in whole or in part at any time or from time to time without penalty or charge. In the event the Company or any of its subsidiaries consummates certain corporate events, including any capital reorganization, consolidation, joint venture, spin off, merger or any other business combination or restructuring of any nature, or if certain events of default occur, the entire principal amount and all accrued and unpaid interest will be accelerated and become payable.

On September 8, 2022, the Company entered into a support agreement with Motorsport Network (the “Support Agreement”) pursuant to which Motorsport Network issued approximately $3 million (the “September 2022 Cash Advance”) to the Company in accordance with the $12 million Line of Credit, the proceeds of which the Company is using for general corporate purposes and working capital. In the Support Agreement, Motorsport Network and the Company terminated the Side Letter Agreement dated September 4, 2020 and agreed that until June 30, 2024, Motorsport Network would not demand repayment of the September 2022 Cash Advance or other advances under the $12 million Line of Credit unless and until such time that any of the following shall occur or exist: (i) the Company enters into a new financing arrangement (whether debt, equity or otherwise) under which the Company is then able to draw or provides the Company with available cash in excess of amounts required in the Company’s reasonable judgment to run its operations in the ordinary course of business; (ii) the Company generates from operations available cash in excess of amounts required in the Company’s reasonable judgment to run its operations in the ordinary course of business; or (iii) the Company’s independent auditors issue an unqualified opinion on its financial statements and the Company’s repayment of the advances, in whole or in part, would not otherwise cause the independent auditor to issue a going concern qualified opinion. Upon the occurrence of any of the foregoing events, the Company shall prepay on such date principal amount of the September 2022 Cash Advance and other advances under the $12 million Line of Credit then outstanding in an amount equal to such available excess cash or, in the case of (iii) above, the amount that would not cause the Company’s independent auditor to issue a going concern qualified opinion, together with interest accrued but unpaid on the unpaid September 2022 Cash Advance and other advances, which repayment obligation shall continue until all such advances under the $12 million Line of Credit are paid in full. The entire aggregate principal amount of the September 2022 Cash Advance and the other advances under the $12 million Line of Credit, together with interest accrued but unpaid thereon, shall also become immediately and automatically due and payable, and the $12 million Line of Credit shall immediately and automatically terminate, in each case without any action required by Motorsport Network, if (i) the Company experience an event of default under any other debt instrument, agreement or arrangement; or (ii) any final judgment or final judgments for the payment of money in excess (net of amounts covered by third-party insurance with insurance carriers who have not disclaimed liability with respect to such judgment or judgments) of $500,000 or its foreign currency equivalent is entered against the Company or any subsidiary and is not discharged and either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (b) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed and, in the case of (b), such default continues for 60 consecutive days.

During the year ended December 31, 2022, the Company was not required to make any repayments to Motorsport Network under the September 2022 Cash Advance or the $12 million Line of Credit. As of December 31, 2022, the Company owed approximately $3.8 million of principal and accrued interest on the $12 million Line of Credit, compared with approximately $0 as of December 31, 2021. On January 30, 2023 and February 1, 2023, the Company entered into certain debt-for-equity exchange agreements with Motorsport Network pursuant to which the entire outstanding amount due under the $12 million Line of Credit was cancelled in exchange for an aggregate of 780,385 shares of the Company’s Class A common stock issued to Motorsport Network. See Note 17 – Subsequent Events for further information.

Given the state of the financial markets, the Company continues to assess its exposure to any potential non-performance by Motorsport Network and believes that there is a substantial likelihood that Motorsport Network may not fulfill the Company’s future borrowing requests.

During both the year ended December 31, 2022 and 2021, the Company recorded related party interest expense of $0.1 million.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

In August 2018, the Company entered into an agreement with its majority stockholder, Motorsport Network, to provide the Company exclusive promotion services for the Company’s business, organizations, products and services. The promotion agreement shall remain in effect until such date that Motorsport Network no longer holds at least twenty percent (20%) of the Company’s voting interest, at which time the promotion agreement will terminate automatically, unless otherwise extended by the parties. The Company agreed to give Motorsport Network an exclusive first look on any media-related activity in consideration of the promotion services.

In January 2020, the Company entered into a three-year services agreement (the “Services Agreement”) with Motorsport Network, pursuant to which Motorsport Network will provide exclusive legal, development and accounting services on a full-time basis to support the Company’s business functions. The Services Agreement can be extended by mutual agreement and may be terminated by either party at any time. Pursuant to the Services Agreement, the Company is required to pay monthly fees to Motorsport Network as follows: (i) $5,000 for legal services, (ii) $2,500 for accounting services and (iii) on an hourly, per use basis, from $15 to $30 per hour for development services. On March 23, 2023, the Company entered into a new services agreement with Motorsport Network. See Note 17 – Subsequent Events for additional information.

As of December 31, 2022 and 2021, there was approximately $90,000 and $25,000, respectively, related to the Services Agreement included within due to related parties on the consolidated balance sheets.

On February 8, 2022, the Company entered into the New Lemon City Lease with Lemon City Group, LLC, an entity affiliated with our majority shareholder, Motorsport Network, for office space located in Miami, Florida, which was subsequently terminated on August 10, 2022, effective on October 9, 2022. See Note 7 – Leases for further information.

In addition to the $12 million Line of Credit, the Company had other related party receivables and payables outstanding as of December 31, 2022 and 2021. Specifically, the Company owed approximately $0.8 million to its related parties as a related party payable and was due approximately $0.2 million from its related parties as a related party receivable as of December 31, 2022. For the year ended December 31, 2021, the Company owed approximately $0.1 million to its related parties as a related party payable and was due approximately $0.1 million from its related parties as a related party receivable. During the years ended December 31, 2022 and 2021, approximately $0.2 million and $0.3 million, respectively, has been paid to related parties in settlement of related party payables.

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 11 – STOCKHOLDERS’ EQUITY

Corporate Conversion

On January 8, 2021, Motorsport Gaming converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc. Following the corporate conversion, Motorsport Games held all the property and assets, and assumed all the debts and obligations, of Motorsport Gaming by operation of law upon such corporate conversion.

Effective as of January 8, 2021, 100% of the membership interests held by the sole member of Motorsport Gaming, Motorsport Network, converted into an aggregate of (i) 700,000 shares of Class A common stock of Motorsport Games, with 1 vote per share, and (ii) 700,000 shares of Class B common stock, with 10 votes per share, of Motorsport Games, after giving effect for the 1-10 reverse stock split that was completed on November 10, 2022. The converted stock represented all of the outstanding shares of Class A and Class B common stock immediately following the corporate conversion. Motorsport Network is the only holder of shares of the Company’s Class B common stock and does not have any transfer, conversion, registration or economic rights with respect to such shares of Class B common stock.

Initial Public Offering

On January 15, 2021, the Company completed its initial public offering of 345,000 shares of its Class A common stock at a price to the public of $200.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 45,000 shares of the Company’s Class A common stock, after giving effect for the 1-10 reverse stock split that was completed on November 10, 2022. The net proceeds to the Company from the initial public offering were $63,074,128, after deducting underwriting discounts and commissions and offering expenses paid by the Company during 2020 and 2021.

Reverse Stock Split

On November 10, 2022, the Company amended its certificate of incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of Class A common stock and Class B common stock at a ratio of 1-for-10.

Stock Warrants

As of December 31, 2022 and 2021, 704Games has outstanding ten-year warrants to purchase 4,000 shares of common stock at an exercise price of $93.03 per share that were issued on October 2, 2015. As of December 31, 2022, the warrants had no intrinsic value and a remaining contractual term of 2.8 years.

Stock Purchase Agreement

On August 18, 2020, the Company entered into a stock purchase agreement with HC2 Holdings 2, Inc. (“HC2”) and Continental General Insurance Company (“Continental”) pursuant to which the Company purchased an aggregate of 106,307 shares of common stock of 704Games at a price of $11.29 per share for an aggregate consideration of $1,200,000. During the year ended December 31, 2021, the Company recognized an adjustment to non-controlling interest and additional paid-in capital of $939,511 in connection with the purchase of the 106,307 shares of common stock.

On April 16, 2021, the Company closed the transactions contemplated by each of (i) the share exchange agreement with PlayFast, dated as of March 11, 2021, as amended by that certain amendment dated as of April 1, 2021 (as amended, the “PlayFast Exchange Agreement”) and (ii) the share exchange agreement with Ascend, dated as of March 14, 2021, as amended by that certain amendment dated as of April 1, 2021 (as amended, the “Ascend Exchange Agreement”). As a result, the Company acquired all of the remaining equity interests in 704Games Company.

The transactions contemplated by the PlayFast Exchange Agreement and the Ascend Exchange Agreement were structured as a merger of 704Games Company with and into 704Games LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Company, with 704Games LLC being the surviving entity in such merger. The merger consideration issued to (i) PlayFast with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 366,542 newly-issued shares of the Company’s Class A common stock with a fair market value of $7,587,419 and $1,542,519 in cash and (ii) Ascend with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 488,722 newly-issued shares of the Company’s Class A common stock with a fair market value of $10,116,545 and $2,056,692 in cash.

Stock Purchase Commitment Agreement

On December 9, 2022, the Company entered into a stock purchase commitment agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), which provides that the Company may sell to Alumni Capital up to $2,000,000 of shares (the “commitment amount”) of the Company’s Class A common stock, through the commitment period expiring on December 31, 2023, or earlier if the commitment amount is reached. Furthermore, the Company has an option to increase the commitment amount up to $10,000,000 of shares of the Company’s Class A common stock. The Alumni Purchase Agreement provides that the aggregate number of shares issued to Alumni Capital cannot exceed 373,284 shares of Class A common stock, subject to adjustment, which is equal to approximately 19.99% of the shares of the Company’s Class A and Class B common stock combined (the “Exchange Cap”), unless shareholder approval is obtained. In all instances, the Company may not sell shares of its Class A common stock to Alumni Capital and its affiliates under the Alumni Purchase Agreement if it would result in Alumni Capital beneficially owning more that 9.99% of the Company’s outstanding shares of Class A common stock.

As consideration for Alumni Capital’s commitment to purchase the shares of the Company’s Class A common stock, a commitment fee of two percent of the commitment amount was issued to Alumni Capital in shares of the Company’s Class A common stock (the “initial commitment shares”). Upon execution of the Alumni Purchase Agreement, the Company issued 7,576 initial commitment shares of the Company’s Class A common stock with a fair market value of $40,000. In the event the Company exercises its option to increase the commitment amount, the Company is obligated to issue additional commitment shares of the Company’s Class A common stock, equal to two percent of such increase in the commitment amount. As of December 31, 2022, the Company has not exercised the option to increase the commitment amount.

On December 12, 2022, the Company issued 8,877 shares of the Company’s Class A common stock to Alumni Capital under the Alumni Purchase Agreement, with a fair market value of $39,475. As of December 31, 2022, the remaining commitment amount under the Alumni Purchase Agreement amounted to $1,960,525. See Note 17 – Subsequent Events for information regarding additional issuances to Alumni Capital under the Alumni Purchase Agreement after December 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

NOTE 12 – SHARE-BASED COMPENSATION

Summary of Plans and Plan Activity

On January 12, 2021, in connection with its initial public offering, Motorsport Games established the Motorsport Games Inc. 2021 Equity Incentive Plan (the “MSGM 2021 Stock Plan”). The MSGM 2021 Stock Plan provides for the grant of options, stock appreciation rights, restricted stock awards, performance share awards and restricted stock unit awards, and initially authorized 100,000 shares of Class A common stock to be available for issuance. As of December 31, 2022, 50,506 shares of Class A common stock were available for issuance under the MSGM 2021 Stock Plan. Shares issued in connection with awards made under the MSGM 2021 Stock Plan are generally issued as new issuances of Class A common stock.

In conjunction with the Company’s initial public offering, the Company granted an aggregate of 33,063 shares of Class A common, with an aggregate grant date fair value of $661,266. These shares were primarily awarded to a third-party consultant, with a portion allocated to the Company’s Chief Executive Officer and three of its directors. The grant date fair value of these shares was recognized as stock-based compensation expense on the date of grant as the awards were fully vested on such date.

The Company issued stock options under its MSGM 2021 Stock Plan during the fiscal years ended December 31, 2022, and 2021. The majority of the options issued under the MSGM 2021 Stock Plan have time-based vesting schedules, typically vesting ratably over a three-year period. Certain stock option awards differed from this vesting schedule, notably awards made to the Company’s Chief Executive Officer in conjunction with the Company’s initial public offering that vested immediately, as well as those made to Motorsport Game’s directors that vested on the one-year anniversary of award issuance. All stock options issued under the MSGM 2021 Stock Plan expire 10 years from the grant date.

Fair Value Valuation Assumptions

The fair value of the stock options and stock appreciation rights are estimated using the Black-Scholes option pricing model. The estimation of fair value for these awards is affected by subjective and complex variables, which are typically based on historical information. Judgment is required to determine if historical trends are indicators of future outcomes.

Key assumptions of the Black-Scholes option pricing model are the risk-free interest rate, expected volatility, expected term and expected dividends. The Company determined the risk-free interest rate using U.S. Treasury yields in effect at the time of the grant that matched the expected term of the options. Expected volatility is based on a combination of historical stock price volatility, as well as implied volatilities, of comparable publicly traded companies with operations similar to Motorsport Games over a 10-year period, consistent with the contractual term of the options. The Company calculated the expected term using the simplified method as prescribed by the SEC’s Staff Accounting Bulletin, topic 14 (“SAB Topic 14”). This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

Share-based compensation expense recognized is based on awards ultimately expected to vest and therefore has been reduced for actual forfeitures occurring within the period.

The following table presents the weighted-average assumptions, weighted average grant date fair value, and the range of expected price volatility:

	For the Year Ended December 31,
	2022			2021
Risk-free interest rate		0.48 – 1.76	%		0.48 - 1.09	%
Expected volatility		50 – 70	%		50 - 65	%
Weighted-average volatility		60	%		60	%
Expected term		5 – 6 years			5 - 6 years
Expected dividends		None			None
Weighted-average grant date fair value per share	$	64.29		$	96.43

Stock Options

The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2021:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Options			Weighted- Average Exercise Prices		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2021		-		$	-
Granted		57,357			203.50
Exercised		-			-
Forfeited, cancelled or expired		(2,297	)		200.00
Outstanding as of December 31, 2021		55,060		$	203.60		9.14	$	-
Vested and expected to vest		55,060		$	203.60		9.14	$	-
Exercisable as of December 31, 2021		20,543		$	200.40		9.04	$	-

The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2022:

	Options			Weighted- Average Exercise Prices		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2022		55,060		$	203.60
Granted		61,646			46.78
Exercised		-			-
Forfeited, cancelled or expired		(42,421	)		63.89
Outstanding as of December 31, 2022		74,285		$	153.25		8.44	$	-
Vested and expected to vest		74,285		$	153.25		8.44	$	-
Exercisable as of December 31, 2022		31,440		$	201.55		8.14	$	-

The aggregate intrinsic value represents the total pre-tax intrinsic value based on the Company’s closing stock price as of December 31, 2022 and 2021, which would have been received by the option holders had all the option holders exercised their options as of those dates. There were no stock options exercised during the years ended December 31, 2022, and 2021. The Company issues new Class A common stock from its authorized shares upon the exercise of stock options.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense resulting from stock option awards included in our Consolidated Statement of Operations:

	2022		2021
	For the Year Ended December 31,
	2022		2021
General and administrative	$	670,080	$	9,500,265
Sales and marketing		10,648		126,272
Development		33,795		100,125
Stock-based compensation expense	$	714,523	$	9,726,662

As of December 31, 2022, the unrecognized compensation cost related to stock options was $756,317 which will be recognized over approximately 2.0 years.

Stock Appreciation Rights

On April 3, 2017, as amended on August 8, 2018, 704Games effected the 2017 Appreciation Plan (“SAR Plan”) that provides a means whereby directors, officers, employees, consultants or advisors of 704Games can be granted Stock Appreciation Rights (“SARs”) as incentive compensation measured by reference to the value of common stock. A total of 25,734 SARs may be granted under the SAR Plan. The SARs granted under the SAR Plan that vest were required to be settled in cash only upon the occurrence of a change of control event, as defined in the SAR Plan. During the year ended December 31, 2021, the outstanding shares were settled in cash for $1,051,995 in connection with the acquisition of the remaining equity interest in 704Games during the second quarter of 2021.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved in various routine legal proceedings incidental to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, prospects, results of operations, financial condition and/or cash flows, except as otherwise disclosed below. In light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period. Litigation or other legal proceedings, with or without merit, is unpredictable and generally expensive and time consuming and, even if resolved in our favor, is likely to divert significant resources from our core business, including distracting our management personnel from their normal responsibilities.

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of December 31, 2022 and 2021, the Company has recorded approximately $1.1 million and $0 for loss contingencies, respectively.

As previously disclosed, on February 11, 2021, HC2 Holdings 2 Inc. (now known as Innovate 2) and Continental General Insurance Company, former minority stockholders of 704Games, filed a complaint in the U.S. District Court for the District of Delaware against the Company, the Company’s Chief Executive Officer and Executive Chairman, the Company’s Chief Financial Officer, and the manager of Motorsport Network. The complaint was later amended and added Leo Capital Holdings LLC as an additional plaintiff and the controller of Motorsport Network as an additional individual defendant. The complaint alleges, among other things, purported misrepresentations and omissions concerning 704Games’ financial condition made in connection with the Company’s purchase of these minority shareholders’ interest in 704Games in August and October 2021. The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder; Section 20(a) of the Exchange Act; Section 20A of the Exchange Act; breach of the Company’s obligations under the Stockholders’ Agreement dated August 14, 2018; fraudulent inducement; breach of fiduciary duties; and unjust enrichment. The plaintiffs seek, among other things, damages from the defendants, jointly and severally, based on the alleged difference between the fair market value of the shares of common stock of 704Games on the date of plaintiffs’ sale and the purchase price that was paid, as well as punitive damages and other relief. In May 2021, the Company, along with the other defendants, filed a motion to dismiss the plaintiffs’ complaint. On March 28, 2022, the court entered an order denying the motion to dismiss. As of December 31, 2022, the Company has accrued $1.1 million in loss contingencies as it relates to this case, which represents the Company’s probable reasonable estimable exposure. As of December 31, 2021, the Company had not accrued any amounts for contingencies. See Note 17 – Subsequent Events for additional information regarding a settlement agreement entered into among the Company, the other defendants and Continental in January 2023.

On March 22, 2021, the Company entered into a binding term sheet (as amended, the “Digital Tales Term Sheet”) with EleDa s.r.l. (“EleDa”) in connection with a contemplated acquisition by the Company of the shares of Digital Tales USA, LLC, a Florida limited liability company. The Digital Tales Term Sheet expired on September 30, 2021, and the Company and EleDa did not consummate any transaction by such date, nor does the Company expect to complete any such transaction. On September 29, 2021, EleDa filed a complaint in the Eleventh Judicial Circuit Court of Florida against the Company and its Chief Executive Officer relating to the expiration of the Digital Tales Term Sheet, without having consummated any transaction. In November 2021, the Company filed a motion to dismiss the plaintiffs’ complaint and EleDa filed an amended complaint on February 2, 2022. The Company filed a motion to extend case management deadlines on March 2, 2022. The Company subsequently completed an out of court settlement with the plaintiff in April 2022, paying EleDa $325,000 as consideration for a full release and dismissal of all claims.

Employment Agreements

The Company entered into an employment agreement, effective as of January 1, 2020, with Dmitry Kozko, Chief Executive Officer of the Company, for a term expiring on December 31, 2024. After such term expires, Mr. Kozko will be employed as an employee “at will.” Mr. Kozko’s base salary will be $500,000 per annum, subject to annual increases to 103% of the base salary paid to Mr. Kozko in the prior calendar year. Mr. Kozko is entitled to participate (in addition to the additional incentive compensation described below) in all equity incentive plans generally available to the Company’s executive officers, subject to the compensation committee of the Company determining any awards and performance metrics for such awards under any such plans. Mr. Kozko is also entitled to certain additional incentive compensation outside of the Company’s equity incentive plans, subject to the satisfaction of certain conditions pursuant to Mr. Kozko’s employment agreement. Mr. Kozko’s employment agreement also provides for payments to him and/or vesting acceleration of certain equity awards upon the termination of his employment in certain circumstances and upon a “Change in Control” (as such term is defined in the employment agreement), as applicable.

The Company entered into an employment agreement, effective as of October 1, 2020, with Stephen Hood, President of Motorsport Games, which replaced Mr. Hood’s prior employment agreement. Pursuant to this employment agreement, Mr. Hood was entitled to a base salary of $198,000 per year, was eligible to receive a discretionary bonus and had the right to participate in the Company’s group pension plan for UK employees. In addition, other than in connection with a termination for cause as specified in the agreement, the Company was required to provide Mr. Hood notice in writing three months in advance of any termination of employment. However, the Company could terminate Mr. Hood immediately by paying a sum equal to his gross basic salary (less any deductions) in lieu of this notice period or any remaining part of it. Following the consummation of the Company’s initial public offering in January 2021, Mr. Hood’s gross salary increased to $230,000 (which was to be paid in pound sterling at the then applicable exchange rate). Subject to consummation of the initial public offering, Mr. Hood was paid a one-time cash bonus of $100,000 (subject to the applicable withholding and deductions) payable to Mr. Hood 90 days after the consummation of the Company’s initial public offering. Mr. Hood was also entitled to receive an annual stock option award for such number of shares of the Company’s Class A common stock that will equal his then applicable annual base salary divided by the closing trading price of the Company’s Class A common stock on the date of each such grant, which would vest in three equal annual installments from the date of grant. On January 21, 2022, the Company notified Stephen Hood that his position will be eliminated effective January 21, 2022. Mr. Hood will receive the following separation payments: £43,750 in lieu of his entitlement to 3 months’ termination notice, £37,019 in lieu of accrued but untaken holiday pay and an £60,000 ex gratia settlement payment which includes statutory redundancy as required under the law of England & Wales.

Joint Venture Agreement

On March 15, 2019, Motorsport Games (Party B) entered into a joint venture agreement with ACO (Party A), whereby Motorsport Games acquired 45 B Shares, which represented 45% of the equity interests of Le Mans Esports Series Ltd, and ACO acquired the remaining 55 A Shares, which represented 55% of the equity interests of Le Mans Esports Series Ltd. Under the joint venture agreement, Motorsport Games and ACO are jointly and severally liable for the fulfillment of the obligations of Le Mans Esports Series Ltd. The parties agreed to make the following in-kind contributions to Le Mans Esports Series Ltd:

	i.	ACO has and will continue to provide a dedicated team to develop and implement the business and has and will continue to make the 24 Hours of Le Mans brand available to Le Mans Esports Series Ltd under a separate license agreement; and
	ii.	Motorsport Games has provided and will continue to provide a dedicated team to develop and implement the business and has and will continue to make itself and its employees, who have experience in e-sports and e-gaming platforms, available to develop the business and create a dedicated gaming platform for use by and to facilitate the continued development of the business.

On January 25, 2021, the Company entered into the Le Mans Amendment that increased the Company’s ownership interest in the joint venture from 45% to 51%. Additionally, through certain multi-year licensing agreements that were entered into in connection with the Le Mans Amendment, the Company secured the rights to be the exclusive video game developer and publisher for the 24 Hours of Le Mans race and the WEC, as well as the rights to create and organize esports leagues and events for the 24 Hours of Le Mans race, the WEC and the 24 Hours of Le Mans Virtual event. In exchange for certain of these license rights, the Company agreed to fund up to €8,000,000 (approximately $8,530,000 USD as of December 31, 2022) as needed for development of the video game products, to be contributed on an as-needed basis during the term of the applicable license. See Note 3 – Acquisitions for additional information.

Epic Lease Agreement

On August 11, 2020, the Company entered into a licensing agreement with Epic Games International (“Epic”) for worldwide licensing rights to Epic’s proprietary computer program known as the Unreal Engine 4. Pursuant to the agreement, upon payment of the initial license fee described below, the Company was granted a nonexclusive, non-transferable and terminable license to develop, market and sublicense (under limited circumstances and subject to conditions of the agreement) certain products using the Unreal Engine 4 for its next generation of games.

In exchange for the license, the agreement required the Company to pay Epic an initial license fee of $40,000, which was paid during the year ended December 31, 2020. An additional $100,000 was paid during the year ended December 31, 2021 to add the Xbox and PlayStation platforms to the license. The Company will pay Epic a license fee royalty payment equal to 5% of product revenue, as defined in the licensing agreement. During the year ended December 31, 2022, Epic earned royalties of approximately $163 thousand under the agreement. During a two-year support period, Epic will use commercially reasonable efforts to provide the Company with updates to the Unreal Engine 4 and technical support. Pursuant to the terms of the agreement, the Company has the right to actively develop new or existing authorized products during a 5-year period ending on August 11, 2025.

Minimum Royalty Guarantees

The Company is required to make certain minimum royalty guarantee payments to third-party licensors, arising primarily from its NASCAR, INDYCAR and BTCC licenses, Le Mans Video Gaming License and Le Mans Esports License. These minimum royalty guarantee payments apply throughout the duration of the licensing agreements, which expire between fiscal years ending December 31, 2024 and 2032, and give rise to a commitment of approximately $28.3 million, in the aggregate, for the duration of these arrangements. The Company made $2.5 million in cash payments in order to comply with the license agreements’ minimum royalty guarantees during the fiscal year ending December 31, 2022.

Purchase Commitment Liabilities

Pursuant to the Second SPA Amendment, the payment terms with respect to the remaining Deferred Payment amount of $2.2 million under the SPA were amended to consist of installments of: $330,000 paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining deferred payment is satisfied. The remaining balance of the Deferred Payment as of December 31, 2022 was $1,470,000 with unpaid accrued interest of approximately $115,000. See Note 3 – Acquisitions for additional details.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 14 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company establishes valuation allowances against its net deferred tax assets when it is more likely than not that the benefits will not be realized in the foreseeable future.

The components of deferred tax assets and liabilities consist of the following at December 31, 2022 and 2021:

	2022			2021
Assets:
Net operating loss carryforwards	$	11,151,879		$	5,756,658
Bad debts		1,026,632			1,312,332
Stock options		747,561			684,238
Charitable contribution carryforward		18,841			17,032
Goodwill		1,175,796			11,268
Unrealized gain		254,844
Other intangible assets		1,067,565
Other assets		33,869			44,667
Total Assets		15,476,987			7,826,195
Liabilities:
Depreciable assets		19,669			21,135
Other intangible assets		-			590,692
Total Liabilities		19,669			611,827

Net asset before valuation allowance		15,457,318			7,214,368
Valuation allowance		(15,457,318	)		(7,214,368	)
Net deferred tax (liability) asset	$	-		$	-

A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2022 and 2021 is as follows:

	2022			2021
Federal statutory income tax benefit		21.00	%		21.00	%
State income taxes, net of federal income tax benefit		4.50	%		5.50	%
IPO & Acquisition Costs		0.00	%		(6.99	%)
Permanent differences and other		(0.18	%)		(1.75	%)
Change in valuation allowance		(22.55	%)		(17.54	%)
Other adjustments		(2.77	%)		(0.21	%)
Effective income tax rate		0.00	%		0.00	%

At December 31, 2022, the Company had United States federal net operating loss (“NOL”) carryforwards available to reduce future taxable income in the amount of $43 million, which do not expire due to changes made by the Tax Cuts and Jobs Act (TCJA). As a result of the 704Games, LLC acquisition during the 2018 tax year, certain pre-change federal and state net operating losses were limited under Section 382 of the Internal Revenue Code and were subject to a valuation allowance to the extent they are not expected to be realized in the foreseeable future.

In assessing whether the Company’s deferred tax assets will be realized, management considered whether it was more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the ability to generate future taxable income (including reversals of deferred tax liabilities) during periods in which temporary differences become deductible. A valuation allowance was recognized as of December 31, 2022, as management concluded that is not more likely than not that the Company will generate sufficient future income to utilize the NOL carryforward and realize the deferred tax assets.

We do not have any unrecorded unrecognized tax positions (“UTPs”) as of December 31, 2022. While we currently do not have any UTPs, it is foreseeable that the calculation of our tax liabilities may involve dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Upon identification of a UTP, we would (1) record the UTP as a liability in accordance with ASC 740 and (2) adjust these liabilities if/when management’s judgment changes as a result of the evaluation of new information not previously available. Ultimate resolution of UTPs may produce a result that is materially different from an entity’s estimate of the potential liability. In accordance with ASC 740, we would reflect these differences as increases or decreases to income tax expense in the period in which new information is available. We recognize and include interest and penalties accrued on uncertain tax positions as a component of income tax expense.

The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its tax reserves based on new information or developments. The Company is not currently under any income tax audits or examinations, however, the tax years 2019-2022 remain open for examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONCENTRATIONS

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

CONCENTRATIONS

NOTE 15 – CONCENTRATIONS

Customer Concentrations

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods:

SCHEDULE OF CONCENTRATIONS

	For the Year Ended
	December 31,
Customer	2022			2021
Customer A		-*	%		28.11	%
Customer B		22.47	%		22.36	%
Customer C		17.38	%		21.50	%
Customer D		21.30	%		10.79	%
Total		61.15	%		82.76	%

*	Less than 10%.

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of:

	December 31,
Customer	2022			2021
Customer A		50.54	%		51.92	%
Customer B		11.17	%		17.68	%
Customer C		15.22	%		-*	%
Customer D		13.10	%		-*	%
Total		90.03	%		69.60	%

A reduction in sales from or loss of these customers, in a significant amount, would have a material adverse effect on the Company’s results of operations and financial condition.

Supplier Concentrations

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods:

SCHEDULE OF CONCENTRATIONS

	For the Year Ended
	December 31,
Supplier	2022			2021
Supplier A		16.21	%		30.89	%
Supplier B		-*	%		13.13	%
Supplier C		23.18	%		-*	%
Total		39.39	%		44.02	%

*	Less than 10%.

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 16 – SEGMENT REPORTING

The Company’s principal operating segments coincide with the types of products and services to be sold. The products and services from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. The Company’s two reportable segments for the years ended December 31, 2022 and 2021 were (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”); and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”). The Company’s CODM has been identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Company’s management organization structure as of December 31, 2022 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers. As the Company primarily generates its revenues from customers in the United States, no geographical segments are presented.

Segment operating profit is determined based upon internal performance measures used by the CODM. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments.

Segment information available with respect to these reportable business segments was as follows:

	For the Year Ended December 31,
	2022			2021
Revenues:
Gaming	$	9,144,639		$	14,267,735
Esports		1,179,920			807,795
Total Revenues	$	10,324,559		$	15,075,530

Cost of Revenues:
Gaming	$	4,080,724		$	7,041,579
Esports		879,593			487,576
Total Cost of Revenues	$	4,960,317		$	7,529,155

Gross Profit:
Gaming	$	5,063,915		$	7,226,156
Esports		300,327			320,219
Total Gross Profit	$	5,364,242		$	7,546,375

Loss From Operations:
Gaming	$	(33,295,840	)	$	(33,802,804	)
Esports		(1,730,564	)		(723,854	)
Total Loss From Operations	$	(35,026,404	)	$	(34,526,658	)

Depreciation and Amortization:
Gaming	$	385,426		$	269,180
Esports		34,711			11,012
Total Depreciation and Amortization	$	420,137		$	280,192

Interest Expense, net:
Gaming	$	(1,148,204	)	$	(504,156	)
Esports		-			-
Total Interest Expense, net	$	(1,148,204	)	$	(504,156	)

Gain Attributable to Equity Method Investment:
Gaming	$	-		$	1,370,837
Esports		-			-
Total Gain Attributable to Equity Method Investment	$	-		$	1,370,837

Other Expense, net:
Gaming	$	(652,338	)	$	(8,469	)
Esports		(13,508	)		(36,299	)
Total Other Expense, net:	$	(665,846	)	$	(44,768	)

Net Loss:
Gaming	$	(35,096,382	)	$	(32,944,592	)
Esports		(1,744,072	)		(760,153	)
Total Net Loss	$	(36,840,454	)	$	(33,704,745	)

	December 31, 2022		December 31, 2021
Total Assets:
Gaming	$	16,315,359	$	47,511,471
Esports		2,582,433		3,191,732
Total Assets	$	18,897,792	$	50,703,203

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 31
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+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 - SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustments or disclosure in the consolidated financial statements or notes.

On January 11, 2023, in connection with the February 11, 2021 HC2 and Continental Complaint, the Company, along with other defendants, entered into a settlement agreement with one of the plaintiffs, Continental, to settle the claims made by Continental against the defendants and the claims made by the defendants against Continental. Under the terms of the settlement agreement, the Company is obligated to pay the sum of $1.1 million to Continental. The Company paid an initial payment of approximately $0.1 million on January 17, 2023, and is obligated to make payments of no less than approximately $40,000 every 30 days after the initial payment date until the settlement amount of $1.1 million is paid in full. As of March 24, 2023, all required payments under the settlement agreement have been made.

On January 6, 2023, pursuant to the Alumni Purchase Agreement, the Company issued 90,415 shares of the Company’s Class A common stock to Alumni Capital, with an approximate fair market value of $0.4 million. On January 19, 2023, the Company issued an additional 40,752 shares of the Company’s Class A common stock to Alumni Capital, with an approximate fair market value of $0.15 million. On January 27, 2023, the Company issued a further 44,000 shares of the Company’s Class A common stock to Alumni Capital, with an approximate fair market value of $0.1 million. As of the date these consolidated financial statements were issued, the remaining commitment amount under the Alumni Purchase Agreement amounted to approximately $1.3 million.

On January 30, 2023, the Company entered into a debt-for-equity exchange agreement with Motorsports Network, where the Company issued to Motorsport Network 338,983 shares of the Company’s Class A common stock with an approximate fair market value of $1 million, representing a portion of the Company’s outstanding debt (including the principal and unpaid interest) under the $12 million Line of Credit. On February 1, 2023, the Company entered into a second debt-for-equity exchange agreement with Motorsports Network, where the Company issued to Motorsport Network 441,402 shares of the Company’s Class A common stock with an approximate fair market value of $2.9 million, representing the Company’s remaining debt outstanding (including the principal and unpaid interest) under the $12 million Line of Credit. The shares of the Company’s Class A common stock issued to Motorsport Network on January 30, 2023, and February 1, 2023 under the debt-for-equity exchange agreements were issued in consideration for the cancellation of all amounts outstanding under the $12 million Line of Credit.

On February 1, 2023, the Company issued 183,020 shares of the Company’s Class A common stock in a registered direct offering priced at-market under NASDAQ rules, with a fair market value of approximately $3.9 million (the “$3.9 million RDO”), before deducting placement agent fees and other offering expenses payable by the Company. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the $3.9 million RDO, pursuant to the engagement letter with the Company, dated as of January 9, 2023. In connection with the $3.9 million RDO, the Company paid Wainwright a cash transaction fee equal to 7.0% of the aggregate gross proceeds from the registered direct offering, non-accountable expenses of $50,000 and closing fees of $15,950. The Company has also issued to Wainwright warrants to purchase up to 10,981 shares of Class A Common Stock, which is equal to 6.0% of the aggregate number of shares of Class A Common Stock placed in the $3.9 million RDO, at an exercise price of $26.75 per share and will expire five years from the closing of the $3.9 million RDO.

On February 2, 2023, the Company issued 144,366 shares of the Company’s Class A common stock in a registered direct offering priced at-market under NASDAQ rules, with a fair market value of approximately $3.4 million (the “$3.4 million RDO”), before deducting placement agent fees and other offering expenses payable by the Company. Wainwright acted as the exclusive placement agent for the $3.4 million RDO. In connection with the $3.4 million RDO, the Company paid Wainwright a cash transaction fee equal to 7.0% of the aggregate gross proceeds from the registered direct offering, non-accountable expenses of $25,000 and closing fees of $15,950. The Company has also issued to Wainwright warrants to purchase up to 8,662 shares of Class A Common Stock, which is equal to 6.0% of the aggregate number of shares of Class A Common Stock placed in the $3.4 million RDO, at an exercise price of $29.375 per share and will expire five years from the closing of the $3.4 million RDO.

On February 3, 2023, the Company issued 232,188 shares of the Company’s Class A common stock in a registered direct offering priced at-market under NASDAQ rules, with a fair market value of approximately $4.0 million (the “$4.0 million RDO”), before deducting placement agent fees and other offering expenses payable by the Company. Wainwright acted as the exclusive placement agent for the $4.0 million RDO. In connection with the $4.0 million RDO, the Company paid Wainwright a cash transaction fee equal to 7.0% of the aggregate gross proceeds from the registered direct offering, non-accountable expenses of $25,000 and closing fees of $15,950. The Company has also issued to Wainwright warrants to purchase up to 13,931 shares of Class A Common Stock, which is equal to 6.0% of the aggregate number of shares of Class A Common Stock placed in the $4.0 million RDO, at an exercise price of $21.738 per share and will expire five years from the closing of the $4.0 million RDO.

The net proceeds from the $3.9 million RDO on February 1, 2023, the $3.4 million RDO on February 2, 2023, and $4.0 million RDO on February 3, 2023, are intended for use in the development of multiple games, working capital and general corporate purposes.

On March 23, 2023 (but effective as of January 1, 2023), the Company entered into a new Backoffice Services Agreement with Motorsport Network (the “New Services Agreement”), following the expiration of the Services Agreement. Pursuant to the New Services Agreement, Motorsport Network will provide management, operational (including by employing and assigning the applicable personnel to perform relevant management and/or operational functions), accounting, payroll, employee benefits, human resources and other back-office services on a full-time basis to support the Company’s business functions. The term of the New Services Agreement is 12 months from the effective date. The term will automatically renew for successive 12-month terms unless either party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term. The New Services Agreement may be terminated by either party at any time with a 60-day prior notice. Pursuant to the New Services Agreement, the Company is required to pay a monthly fee to Motorsport Network of $17,500.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company has revised accrued expenses and other liabilities and other non-current liabilities as of December 31, 2021, to correct an immaterial error in the classification of deferred revenues.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition criteria, including allowances for returns and price protection, as well as current expected credit losses, valuation allowance of deferred income taxes, valuation of acquired companies and equity method investments, the recognition and disclosure of contingent liabilities, goodwill and intangible assets impairment testing, and stock-based compensation valuation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions. The Company’s foreign bank accounts are not subject to FDIC insurance.

Accounts Receivable

Accounts Receivable

Accounts receivables are carried at their contractual amounts, less an allowances for returns and price protection.

The Company determines its allowances for returns and price protection based on previous experience, existing and expected future economic and market conditions, actual sales and inventories in the distribution channel. See Note 2 – Summary of Significant Accounting Policies – Revenue Recognition – Allowances for Returns and Price Protection for additional details.

As of December 31, 2022 and 2021, the Company determined that all of its accounts receivable were fully collectible and, accordingly, no allowance for credit losses was recorded. Allowances for returns and price protection represent the difference between the retail distributor purchase order price and the estimated average sell through price. As of December 31, 2022 and 2021, allowances for returns and price protection were approximately $2.3 million and $4.6 million, respectively.

Long-Lived Assets

Long-Lived Assets

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization, which is provided on the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, the costs and accumulated depreciation are removed from the books and the resulting gain or loss is included in operating results.

Depreciation of property and equipment is computed utilizing the following useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

		Useful Life
Equipment		3 – 5 years
Furniture and fixtures		3 – 5 years
Leasehold improvements		Shorter of remaining lease term or useful life 3 - 10 years

Goodwill and Other Indefinite-Lived Assets

The Company accounts for goodwill and indefinite-lived assets in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”), which requires goodwill and indefinite-lived assets to be tested for impairment annually or more frequently, if events or circumstances indicate that the fair value of the asset or the reporting unit associated with the goodwill has decreased below its carrying value.

The Company performs its annual or interim goodwill and indefinite-lived asset impairment tests by comparing the fair value of its reporting units and indefinite-lived assets to their respective carrying values. An entity recognizes an impairment charge for the amount by which the carrying amount of the indefinite-lived asset or reporting unit exceeds its fair value. The Company has determined that its reporting units align with its operating segments as defined in the Segment Reporting section below.

In evaluating goodwill and indefinite-lived assets for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit or the indefinite-lived asset is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit or indefinite-lived asset is less than its carrying value, then the Company performs a one-step quantitative impairment test by comparing the fair value of a reporting unit or indefinite-lived asset with its carrying amount and recognizes a loss on impairment in the event the carrying value exceeds the fair value.

In assessing the fair value of a reporting unit, the Company utilizes discounted cash flow models and market approach methodologies, such as the guideline public company and guideline transaction methodologies. The Company fair values its indefinite-lived assets using valuation methodologies appropriate for the type of asset. Such methods might include discounted cash flow models, relief from royalty and cost to replace methods. The Company performs its impairment testing as of December 31 of each year or as required if triggering events occur indicating a potential for impairment.

Finite-lived Intangible Assets and Other Long-Lived Assets

Finite-lived intangible assets subject to amortization are carried at cost less accumulated amortization, and amortized over the estimated useful life in proportion to the economic benefits received.

Amortization of the Company’s finite-lived intangible assets is computed using the following useful lives:

Intangible Asset			Useful Life
License agreements			6.5 - 16 years
Software			6 - 10 years
Distribution contracts			1 year
Employment and non-compete agreements			3 years

Finite-lived intangible assets and other long-lived assets, such as plant and equipment, are subject to the provisions of ASC 360, Property, Plant and Equipment when determining the extent of impairment losses, if any.

The Company evaluates the recoverability of its finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of its finite-lived intangible assets and other long-lived assets, other than indefinite-lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in our stock price for a sustained period of time; and changes in the Company’s business strategy. If the Company determines the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value.

Segment Reporting

Segment Reporting

The Company uses the management approach to determine its reportable segments. The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified its reportable operating segments into (i) the development and publishing of interactive racing video games, entertainment content and services (the “Gaming segment”) and (ii) the organization and facilitation of esports tournaments, competitions and events for the Company’s licensed racing games as well as on behalf of third-party video game racing series and other video game publishers (the “esports segment”).

Revenue Recognition

Revenue Recognition

The Company generates revenue primarily through the sale of its digital and physical video game titles, including extra content, principally for the console, PC and mobile platforms. In addition, the Company generates additional revenues through its esports activities including sponsorships and participation fees. The Company’s product and service offerings include, but are not limited to:

	1.	Premium full games – Primarily available on console, PC and mobile platforms, our games contain a software license that is delivered digitally or via physical disk at the time of sale;

	2.	In-game content –Downloadable extra content that is accessible by users on either console or PC platforms, which allows consumers to enhance their gameplay experience;

	3.	Esports competition events - Hosting of online esports competitions that generate participation fees and sponsorship revenues; and

	4.	Software development – Providing outsourced code and content development services.

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the Company’s performance obligations are satisfied.

During the years ended December 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Product Sales

Product sales consist of our premium full games, which are delivered either digitally or in a physical format. We recognize revenues once both control of the product has been transferred to the customer and any underlying performance obligations have been satisfied. Product sales generally have a singular distinct performance obligation, as the Company does not have an obligation to provide future update rights or online hosting.

Revenues from product sales are recognized after deducting allowances for returns and price protection, which are considered to be variable consideration for the purposes of estimating revenue to recognize.

Certain products are sold to customers with a street date, which is the earliest date these products may be sold by retailers to the end consumer. For these products, the Company recognizes revenues on the later of the street date and the date the product is sold to our customer. For digitally delivered games, the Company recognizes revenue when it is available for download or is activated for gameplay. Revenues are recorded net of taxes assessed by governmental authorities that imposed at the time of the specific revenue generating transaction.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment immediately upon purchase or within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

In-game Revenues

In-game revenues primarily consist of revenue earned through the sale of downloadable content that enhances the gameplay experience for the Company’s customers using console, PC or mobile platforms, as well as the purchase of in-game credits for the purchase of downloadable content. In-game credits can only be used for in-game purchases and are non-refundable.

Revenue related to in-game content is recognized at the point in time the Company satisfies its performance obligation, which is generally at the time the customer obtains control of the in-game content, either by downloading the digital in-game content or by purchasing the in-game credits.

Esports

The Company recognizes sponsorship revenue associated with hosting online esports competition events over the period of time the Company satisfies its performance obligation under its contracts, which is generally concurrent with the time events are held. If the Company enters into a contract with a customer to sponsor a series of esports events, the Company allocates the transaction price between the series of events and recognizes revenue over the period of time each event is held and the Company satisfies its performance obligations.

Software Development

The Company’s software development services primarily include the development of gaming platforms and simulators for external customers, licenses fees for use of the products commercially, as well as the associated maintenance, training, and support services related to the deliverables. The contracts with customers set payment milestones over the course of the software development cycle through delivery of the final product. The contracts also provide maintenance and support services with respect to the furnished product over a specified length of time after delivery.

The milestones set within the software development cycle are not considered to be separately identifiable or distinct from the final product. Revenue related to the software development is recognized at the point in time the Company delivers, and the customer takes possession of the final product. Revenue associated with the license, maintenance, training, and support services are recognized over the life of the agreement for such services.

The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations:

SUMMARY OF REVENUE RECOGNIZED

	2022		2021
	For the Year Ended December 31,
	2022		2021
Revenues:
Gaming	$	9,144,639	$	14,267,735
Esports		1,179,920		807,795
Total Revenues	$	10,324,559	$	15,075,530

Identifying Performance Obligations

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct (i.e., the customer can benefit from the goods or services either on its own or together with other resources that are readily available) and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises, the Company must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation.

Determining the Transaction Price

The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring its goods and services to the customer. Determining the transaction price often requires significant judgment based on an assessment of contractual terms and business practices. It further includes reviewing variable consideration such as discounts, sales returns, price protection, and rebates, which is estimated at the time of the transaction. See below for additional information regarding the Company’s sales returns and price protection reserves.

Allocating the Transaction Price

Allocating the transaction price requires the Company to determine an estimate of the relative stand-alone selling price for each distinct performance obligation.

Principal Versus Agent Considerations

The Company evaluates sales to end customers of its full games and related content via third-party storefronts, including digital storefronts such as Microsoft’s Xbox Store, Sony’s PlayStation Store, Nintendo’s eShop, Apple’s App Store, and Google’s Play Store, to determine whether the Company is acting as the principal or agent in the sale to the end customer. Key indicators that the Company evaluates in determining gross versus net treatment include but are not limited to the following:

	●	the underlying contract terms and conditions between the various parties to the transaction;
	●	which party is primarily responsible for fulfilling the promise to provide the specified good or service to the end customer;
	●	which party has inventory risk before the specified good or service has been transferred to the end customer; and
	●	which party has discretion in establishing the price for the specified good or service.

Based on an evaluation of the above indicators, the Company determined that, apart from contracts with customers where revenue is generated via the Apple’s App Store or Google Play Store, the third party is considered the principal with the end customer and, as a result, the Company reports revenue net of the fees retained by the storefront. For contracts with customers where revenues are generated via the Apple’s App Store or Google’s Play Store, the Company has determined that it is the principal and, as a result, reports revenues on a gross basis, with mobile platform fees included within cost of revenues.

Allowances for Returns and Price Protection

The Company may permit product returns from, or grant price protection to, its customers under certain conditions. Price protection represents the Company’s practice to provide channel partners with a credit allowance to lower their wholesale price on a particular game unit that they have not resold to customers. The amount of the price protection for permanent markdowns is the difference between the original wholesale price and the new reduced wholesale price. Credits are also given for short-term promotions that temporarily reduce the wholesale price.

Allowances for returns and price protection are considered variable consideration under ASC 606. The Company reduces revenue for estimated future returns and price protections that may occur with distributors and retailers (“channel partners”). See Note 2 – Summary of Significant Accounting Policies – Accounts Receivable for additional details.

When evaluating the adequacy of allowances for returns and price protection, the Company analyzes the following: historical credit allowances, current sell-through of channel partners’ inventory of the Company’s products, current trends in retail and the video game industry, changes in customer demand, acceptance of products, and other related factors. In addition, the Company monitors the volume of sales to its channel partners and their inventories, as substantial overstocking in the distribution channel could result in higher-than-expected returns or higher price protection in subsequent periods.

The Company’s allowances for returns and price protection as of December 31, 2022 and 2021 were approximately $4.3 million and $4.6 million, respectively. The Company recognized an expense of approximately $2.0 million and $3.9 million for sales returns and price protections as a reduction of revenues for the years ended December 31, 2022 and 2021, respectively.

Advertising Costs

Advertising Costs

The Company generally expenses advertising costs as incurred, with the exception of non-direct advertising campaign costs that are paid for in advance. Prepaid non-direct advertising costs are recognized as prepaid assets and expensed at the start of the advertising campaign, included in “Sales and marketing” in the consolidated statement of operations.

Income Taxes

Income Taxes

On January 8, 2021, Motorsport Gaming US LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Motorsport Games Inc.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement book values and the tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable in the foreseeable future. The Company must make significant estimates and assumptions about future taxable income and future tax consequences and tax strategies available to recognize deferred tax assets when determining the amount of the valuation allowance. The additional guidance provided by ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Subtopic 718, Stock Compensation (“ASC 718”). The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date, using the Black-Scholes option pricing model. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. Stock-based compensation is adjusted for any forfeitures, which are accounted for on an as occurred basis.

Net Loss Per Common Share

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of options, if not anti-dilutive.

The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	For the Year Ended December 31,
	2022		2021
Stock options		61,646		57,357
		61,646		57,357

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional and reporting currency is the United States Dollar. The functional currency of the Company’s operating subsidiaries are their local currencies, which include the United States Dollar, Euro, Australian Dollar and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rate in effect during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in the results of operations.

The Company recorded net transaction losses of approximately $831,200 and $222,500 for years ended December 31, 2022 and 2021, respectively. Such amounts have been classified within other income (expense) in the accompanying consolidated statements of operations.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In November 2019, the FASB issued Accounting Standard Update (“ASU”) 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2019-11 are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). Based on the Company’s assessment, it is not expected that the adoption of this guidance to have a significant impact on the consolidated financial statements.

Adoption of Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 revises an entity’s accounting for operating leases and requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. This update also requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all such leases and requires disclosures designed to give financial statement users information on the amount and timing of lease expenses arising from such leases. These disclosures include certain qualitative and specific quantitative disclosures.

The Company adopted ASU 2016-02 on January 1, 2022, using the modified retrospective transition approach and has elected the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

Upon adoption, ASU 2016-02 did not have a material effect on the Company’s consolidated balance sheets due to the recognition of approximately $765,000 of operating lease assets and approximately $765,000 of operating lease liabilities primarily related to real estate and automobiles. There was no cumulative-effect adjustment of initially applying the guidance to the opening balance of retained earnings. As of December 31, 2022, ASU 2016-02 did not have a material impact on the consolidated statements of operations and comprehensive loss or the consolidated statements of cash flows.

In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if the acquiring entity had originated the related revenue contracts. Early adoption is permitted, including interim periods within those fiscal years. An entity that early adopts this guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company early adopted the guidance during the fourth quarter of 2021. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (“Topic 321”), Investments—Equity Method and Joint Ventures (“Topic 323”), and Derivatives and Hedging (“Topic 815”)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”). The amendments in this ASU clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current U.S. GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The Company adopted ASU 2020-01 on January 1, 2022. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2022. Upon adoption, this guidance did not have a material impact on the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Depreciation of property and equipment is computed utilizing the following useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

		Useful Life
Equipment		3 – 5 years
Furniture and fixtures		3 – 5 years
Leasehold improvements		Shorter of remaining lease term or useful life 3 - 10 years

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES

Intangible Asset			Useful Life
License agreements			6.5 - 16 years
Software			6 - 10 years
Distribution contracts			1 year
Employment and non-compete agreements			3 years

SUMMARY OF REVENUE RECOGNIZED

The following table summarizes revenue recognized under ASC 606 in the consolidated statements of operations:

SUMMARY OF REVENUE RECOGNIZED

	2022		2021
	For the Year Ended December 31,
	2022		2021
Revenues:
Gaming	$	9,144,639	$	14,267,735
Esports		1,179,920		807,795
Total Revenues	$	10,324,559	$	15,075,530

SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES

The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	For the Year Ended December 31,
	2022		2021
Stock options		61,646		57,357
		61,646		57,357

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

SUMMARY OF AGGREGATE PURCHASE PRICE

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

SUMMARY OF AGGREGATE PURCHASE PRICE

	Valuation Method	Discount Rate			GBP			USD
Cash					£	257,232		$	350,626
Other assets						858			1,169
Gaming license	Excess earning Method		30.00	%		843,682			1,150,000
Esports licenses	Excess earning Method		30.00	%		1,217,836			1,660,000
Goodwill			30.00	%		47,084			65,221
Accounts payable			-			(5,147	)		(7,016	)
Non-controlling interest	Business Enterprise Income		30.00	%		(1,157,531	)		(1,573,624	)

Total Fair value of Member’s equity					£	1,204,014		$	1,646,376
Fair value of the previously held interest					£	1,062,999		$	1,449,000

Fain value of the consideration					£	141,015		$	197,376

Intangible Asset	Valuation Method	Discount Rate			Amount
KartKraft Trade Name	Relief-from-Royalty		27.50	%	$	108,000
Software	Replacement cost		25.00	%		833,000
Employment & Non-Compete	With & Without Method		25.00	%		59,000
Total Consideration					$	1,000,000

	Valuation Method	Discount Rate			Amount
Debt-free net working capital	-		-		$	(12,450	)
Fixed assets	-		-			21,504
rFactor 2 Trade Name	Relief-from-Royalty		9.30	%		3,040,000
Software	Replacement Cost		9.30	%		7,010,000
Employment & Non-Compete Agreements	With & Without Method		9.30	%		214,000
Internally developed franchise	Excess earning Method		9.30	%		678,000
Goodwill						4,960,727
Total Consideration					$	15,911,781

SUMMARY OF DEBT FREE NET WORKING CAPITAL DEFICIT

The components of Studio397’s debt free net working capital deficit on the acquisition date are as follows:

Current assets:
Projects to be invoiced	$	192,658
Trade debtors		26,121
Paid in advance		47,168
Total current assets	$	265,947

Less current liabilities:
Trade creditors		140,049
Advance invoices/payments		41,063
Audit costs		7,148
Holiday allowances		49,242
Bonuses		42,035
Taxes and social securities		(1,140	)
Total current liabilities	$	278,397

Debt free net working capital deficit	$	(12,450	)

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following balances as of December 31, 2022 and 2021:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2022			2021
	December 31,
	2022			2021
Furniture and fixtures	$	17,450		$	16,580
Computer software and equipment		760,887			863,931
Leasehold improvements		146,370			127,524
Property and equipment, gross		924,707			1,008,035
Less: accumulated depreciation		(402,274	)		(280,946	)
Property and equipment, net	$	522,433		$	727,089

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS ACQUISITION

In connection with the acquisition of Le Mans Esports Series Ltd, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset Useful Life Cost

Gaming license Indefinite $ 1,150,000

Esports licenses Indefinite 1,660,000

Total $ 2,810,000

In connection with the acquisition of KartKraft, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset	Useful Life	Cost
KartKraft Trade Name	Indefinite	$	108,000
Software	6 Years		833,000
Employment & Non-Compete	3 Years		59,000
Total		$	1,000,000

In connection with the acquisition of Studio397, the Company acquired the following intangible assets (See Note 3 – Acquisitions for additional details):

Intangible Asset	Useful Life	Cost
Software	6-10 years	$	7,688,000
rFactor 2 Trade Name	Indefinite		3,040,000
Employment & Non-Compete Agreements	3 years		214,000
Total		$	10,942,000

SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS

The following is a summary of intangible assets as of December 31, 2022 and 2021:

SCHEDULE OF INTANGIBLE ASSETS

	Licensing Agreements (Finite)			Licensing Agreements (Indefinite)			Software (Finite)			Distribution Contracts (Finite)		Trade Names (Indefinite)			Non-Compete Agreement (Finite)			Accumulated Amortization			Total
Balance as of January 1, 2021	$	891,999		$	2,810,000		$	2,340,000		$	560,000	$	-		$	-		$	(1,843,547	)	$	4,758,452
Additions		6,363,818			-			8,521,000			-		3,175,928			273,000			-			18,333,746
Impairment		-			-			-			-		(317,113	)		-			-			(317,113	)
Amortization		-			-			-			-		-			-			(1,568,652	)		(1,568,652	)
Foreign currency translation adjustment		(57,454	)		-			(496,459	)		-		(186,234	)		(15,470	)		34,993			(720,624	)
Balance as of December 31, 2021		7,198,363			2,810,000			10,364,541			560,000		2,672,581			257,530			(3,377,206	)		20,485,809
Additions		-			-			-			-		-			-			-			-
Impairment		-			(1,107,054	)		(1,320,993	)		-		(2,400,431	)		-			-			(4,828,478	)
Amortization		-			-			-			-		-			-			(1,728,955	)		(1,728,955	)
Foreign currency translation adjustment		-			(156,301	)		(386,706	)		-		(59,965	)		(14,287	)		49,113			(568,146	)
Balance as of December 31, 2022	$	7,198,363		$	1,546,645		$	8,656,842		$	560,000	$	212,185		$	243,243		$	(5,057,048	)	$	13,360,230
Weighted average remaining amortization period at December 31, 2022		-			-			4.3			-		-			1.2			-			-

Accumulated amortization of intangible assets consists of the following:

SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS

Accumulated amortization of intangible assets consists of the following:

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

For the Years Ending December 31,	Total
2023	$	1,646,819
2024		1,633,194
2025		1,451,629
2026		1,204,842
2027		388,890
Thereafter		1,818,823
	$	8,144,197

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF GOODWILL

The carrying amount of goodwill attributable to our Gaming and esports reporting units and the changes in such balances during the years ended December 31, 2022 and 2021 were as follows:

SCHEDULE OF GOODWILL

	Games			Esports			Total
Balance as of January 1, 2021
Goodwill	$	137,717		$	-		$	137,717

Goodwill		137,717			-			137,717
Goodwill attributable to Le Mans Esports Series Ltd		-			65,221			65,221
Goodwill attributable to Studio397		4,960,727			-			4,960,727
Foreign currency translation adjustment		(295,562	)		(638	)		(296,200	)
Balance as of December 31, 2021
Goodwill		4,802,882			64,583			4,867,465

Impairment loss		(4,723,687	)		(64,583	)		(4,788,270	)
Foreign exchange		(79,195	)		-			(79,195	)
Balance as of December 31, 2022
Goodwill		4,723,687			64,583			4,788,270
Accumulated impairment loss		(4,723,687	)		(64,583	)		(4,788,270	)
	$	-		$	-		$	-

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases

SCHEDULE OF LEASE COST

The components of lease expense were as follows:

SCHEDULE OF LEASE COST


	Consolidated Statement of Operations Classification	For the Year Ended December 31, 2022
Short-term operating lease expense	G&A	$	145,326
Operating lease expense	G&A		437,312
Total lease costs		$	582,638

SCHEDULE OF REMAINING LEASE TERMS

Weighted average remaining lease terms and weighted average discount rates are as follows:

SCHEDULE OF REMAINING LEASE TERMS


	For the Year Ended December 31, 2022
Weighted-average remaining lease term - operating leases (years)		3.29
Weighted-average discount rate - operating leases		7.86	%

SCHEDULE OF CASH FLOW SUPPLEMENTAL

Supplemental cash flow information related to leases is as follows:

SCHEDULE OF CASH FLOW SUPPLEMENTAL


	For the Year Ended December 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	669,226
Right of use assets obtained in exchange for new lease obligations	$	1,266,825

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

As of December 31, 2022, maturities related to lease liabilities were as follows:

	Operating Leases
2023	$	432,978
2024		343,826
2025		179,028
2026		72,144
2027		48,975
Thereafter		-
Total lease payments	$	1,076,951
Less effects of imputed interest		(79,125	)
Present value of lease liabilities	$	997,826

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses and other liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	2022		2021
	December 31,
	2022		2021
Accrued royalties	$	274,085	$	1,694,011
Accrued professional fees		693,803		80,909
Accrued consulting fees		26,667		106,006
Accrued development costs		172,164		968,007
Esports prize money		125,202		168,959
Accrued taxes		149,842		31,491
Accrued payroll		372,358		235,224
Deferred revenue		311,945		523,796
Loss contingency reserve (see Note 13)		1,100,000		-
Accrued other		190,358		239,664
Total	$	3,416,424	$	4,048,067

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS

The following table presents the weighted-average assumptions, weighted average grant date fair value, and the range of expected price volatility:

	For the Year Ended December 31,
	2022			2021
Risk-free interest rate		0.48 – 1.76	%		0.48 - 1.09	%
Expected volatility		50 – 70	%		50 - 65	%
Weighted-average volatility		60	%		60	%
Expected term		5 – 6 years			5 - 6 years
Expected dividends		None			None
Weighted-average grant date fair value per share	$	64.29		$	96.43

SCHEDULE OF STOCK OPTIONS ACTIVITY

The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2021:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Options			Weighted- Average Exercise Prices		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2021		-		$	-
Granted		57,357			203.50
Exercised		-			-
Forfeited, cancelled or expired		(2,297	)		200.00
Outstanding as of December 31, 2021		55,060		$	203.60		9.14	$	-
Vested and expected to vest		55,060		$	203.60		9.14	$	-
Exercisable as of December 31, 2021		20,543		$	200.40		9.04	$	-

The following table summarizes the Company’s stock option activity for the fiscal year ended December 31, 2022:

	Options			Weighted- Average Exercise Prices		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2022		55,060		$	203.60
Granted		61,646			46.78
Exercised		-			-
Forfeited, cancelled or expired		(42,421	)		63.89
Outstanding as of December 31, 2022		74,285		$	153.25		8.44	$	-
Vested and expected to vest		74,285		$	153.25		8.44	$	-
Exercisable as of December 31, 2022		31,440		$	201.55		8.14	$	-

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

The following table summarizes stock-based compensation expense resulting from stock option awards included in our Consolidated Statement of Operations:

	2022		2021
	For the Year Ended December 31,
	2022		2021
General and administrative	$	670,080	$	9,500,265
Sales and marketing		10,648		126,272
Development		33,795		100,125
Stock-based compensation expense	$	714,523	$	9,726,662

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES

The components of deferred tax assets and liabilities consist of the following at December 31, 2022 and 2021:

	2022			2021
Assets:
Net operating loss carryforwards	$	11,151,879		$	5,756,658
Bad debts		1,026,632			1,312,332
Stock options		747,561			684,238
Charitable contribution carryforward		18,841			17,032
Goodwill		1,175,796			11,268
Unrealized gain		254,844
Other intangible assets		1,067,565
Other assets		33,869			44,667
Total Assets		15,476,987			7,826,195
Liabilities:
Depreciable assets		19,669			21,135
Other intangible assets		-			590,692
Total Liabilities		19,669			611,827

Net asset before valuation allowance		15,457,318			7,214,368
Valuation allowance		(15,457,318	)		(7,214,368	)
Net deferred tax (liability) asset	$	-		$	-

SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE

A reconciliation between the Company’s effective income tax rate and the federal statutory income tax rate for the years ended December 31, 2022 and 2021 is as follows:

	2022			2021
Federal statutory income tax benefit		21.00	%		21.00	%
State income taxes, net of federal income tax benefit		4.50	%		5.50	%
IPO & Acquisition Costs		0.00	%		(6.99	%)
Permanent differences and other		(0.18	%)		(1.75	%)
Change in valuation allowance		(22.55	%)		(17.54	%)
Other adjustments		(2.77	%)		(0.21	%)
Effective income tax rate		0.00	%		0.00	%

CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Customer Concentration Risk [Member]

Concentration Risk [Line Items]

SCHEDULE OF CONCENTRATIONS

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the following periods:

SCHEDULE OF CONCENTRATIONS

	For the Year Ended
	December 31,
Customer	2022			2021
Customer A		-*	%		28.11	%
Customer B		22.47	%		22.36	%
Customer C		17.38	%		21.50	%
Customer D		21.30	%		10.79	%
Total		61.15	%		82.76	%

*	Less than 10%.

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s accounts receivable as of:

	December 31,
Customer	2022			2021
Customer A		50.54	%		51.92	%
Customer B		11.17	%		17.68	%
Customer C		15.22	%		-*	%
Customer D		13.10	%		-*	%
Total		90.03	%		69.60	%

Supplier Concentration Risk [Member]

Concentration Risk [Line Items]

SCHEDULE OF CONCENTRATIONS

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s cost of revenues for the following periods:

SCHEDULE OF CONCENTRATIONS

	For the Year Ended
	December 31,
Supplier	2022			2021
Supplier A		16.21	%		30.89	%
Supplier B		-*	%		13.13	%
Supplier C		23.18	%		-*	%
Total		39.39	%		44.02	%

*	Less than 10%.

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING INFORMATION

Segment information available with respect to these reportable business segments was as follows:

	For the Year Ended December 31,
	2022			2021
Revenues:
Gaming	$	9,144,639		$	14,267,735
Esports		1,179,920			807,795
Total Revenues	$	10,324,559		$	15,075,530

Cost of Revenues:
Gaming	$	4,080,724		$	7,041,579
Esports		879,593			487,576
Total Cost of Revenues	$	4,960,317		$	7,529,155

Gross Profit:
Gaming	$	5,063,915		$	7,226,156
Esports		300,327			320,219
Total Gross Profit	$	5,364,242		$	7,546,375

Loss From Operations:
Gaming	$	(33,295,840	)	$	(33,802,804	)
Esports		(1,730,564	)		(723,854	)
Total Loss From Operations	$	(35,026,404	)	$	(34,526,658	)

Depreciation and Amortization:
Gaming	$	385,426		$	269,180
Esports		34,711			11,012
Total Depreciation and Amortization	$	420,137		$	280,192

Interest Expense, net:
Gaming	$	(1,148,204	)	$	(504,156	)
Esports		-			-
Total Interest Expense, net	$	(1,148,204	)	$	(504,156	)

Gain Attributable to Equity Method Investment:
Gaming	$	-		$	1,370,837
Esports		-			-
Total Gain Attributable to Equity Method Investment	$	-		$	1,370,837

Other Expense, net:
Gaming	$	(652,338	)	$	(8,469	)
Esports		(13,508	)		(36,299	)
Total Other Expense, net:	$	(665,846	)	$	(44,768	)

Net Loss:
Gaming	$	(35,096,382	)	$	(32,944,592	)
Esports		(1,744,072	)		(760,153	)
Total Net Loss	$	(36,840,454	)	$	(33,704,745	)

	December 31, 2022		December 31, 2021
Total Assets:
Gaming	$	16,315,359	$	47,511,471
Esports		2,582,433		3,191,732
Total Assets	$	18,897,792	$	50,703,203

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES (Details Narrative) - USD ($)		2 Months Ended	12 Months Ended
	Jan. 15, 2021	Feb. 28, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 22, 2023
Subsequent Event [Line Items]
Initial public offering	$ 63,100,000
Net loss			$ 36,840,454	$ 33,704,745
Cash flows from operations			19,520,470	20,941,664
Accumulated deficit			73,979,131	37,988,326
Cash and cash equivalents			$ 979,306	$ 17,819,640
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash and cash equivalents					$ 6,500,000
Gross proceeds from sale of equity		$ 11,300,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	12 Months Ended
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Furniture and fixtures	$ 17,450	$ 16,580
Computer software and equipment	760,887	863,931
Leasehold improvements	146,370	127,524
Property and equipment, gross	924,707	1,008,035
Less: accumulated depreciation	(402,274)	(280,946)
Property and equipment, net	$ 522,433	$ 727,089
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	10 years
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Leaseholds and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	Shorter of remaining lease term or

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES (Details)	12 Months Ended
	Dec. 31, 2022
Licensing Agreements [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	6 years 6 months
Licensing Agreements [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	16 years
Computer Software, Intangible Asset [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	6 years
Computer Software, Intangible Asset [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	10 years
Distribution Rights [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	1 year
Employment Contracts [Member]
Property, Plant and Equipment [Line Items]
Intangible asset, useful life	3 years

SUMMARY OF REVENUE RECOGNIZED (Details) - USD ($)	12 Months Ended
SUMMARY OF REVENUE RECOGNIZED (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Total Revenues	$ 10,324,559	$ 15,075,530
Gaming [Member]
Product Information [Line Items]
Total Revenues	9,144,639	14,267,735
Esports [Member]
Product Information [Line Items]
Total Revenues	$ 1,179,920	$ 807,795

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Name Accounting Standards Codification
-Topic 606
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

SCHEDULE OF CALCULATION WEIGHTED AVERAGE DILUTIVE COMMON SHARES (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options	61,646	57,357
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options	61,646	57,357

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022
Accounting Policies [Abstract]
Sales allowances	$ 2,300,000	$ 4,600,000
Sales allowances and price protection reserves	4,300,000	4,600,000
Sales return and price protection reserves	2,000,000.0	3,900,000
Gain loss on foreign currency translation	$ 831,200	$ 222,500
Operating lease assets			$ 765,000
Operating lease liabilities			$ 765,000

SUMMARY OF AGGREGATE PURCHASE PRICE (Details)				1 Months Ended
SUMMARY OF AGGREGATE PURCHASE PRICE (Details)	Mar. 19, 2021 USD ($)	Jan. 25, 2021 USD ($)	Jan. 25, 2021 GBP (£)	Apr. 20, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 25, 2021 GBP (£)
Business Acquisition [Line Items]
Goodwill						$ 4,867,465
Le Mans Esports Series Limited [Member]
Business Acquisition [Line Items]
Cash		$ 350,626					£ 257,232
Other assets		1,169					858
Gaming license		1,150,000					843,682
Esport licenses		1,660,000					1,217,836
Goodwill		65,221					47,084
Accounts payable		(7,016)					(5,147)
Non- controlling interest		(1,573,624)					£ (1,157,531)
Total Fair value of Member's equity		1,646,376	£ 1,204,014
Fair value of the previously held interest		1,449,000	1,062,999
Fair value of the consideration		$ 197,376	£ 141,015
Total Consideration					2,810,000
Le Mans Esports Series Limited [Member] \| Gaming License [Member]
Business Acquisition [Line Items]
Valuation Method		Excess earning Method	Excess earning Method
Discount Rate		30.00%	30.00%
Le Mans Esports Series Limited [Member] \| Esport License [Member]
Business Acquisition [Line Items]
Valuation Method		Excess earning Method	Excess earning Method
Discount Rate		30.00%	30.00%
Le Mans Esports Series Limited [Member] \| Goodwill [Member]
Business Acquisition [Line Items]
Discount Rate		30.00%	30.00%
Le Mans Esports Series Limited [Member] \| Noncontrolling Interest [Member]
Business Acquisition [Line Items]
Valuation Method		Business Enterprise Income	Business Enterprise Income
Discount Rate		30.00%	30.00%
Kart Kraft [Member]
Business Acquisition [Line Items]
Total Consideration	$ 1,000,000				1,000,000
Kart Kraft [Member] \| Kart Kraft Trade Name [Member]
Business Acquisition [Line Items]
Valuation Method	Relief-from-Royalty
Discount Rate	27.50%
Total Consideration	$ 108,000				108,000
Kart Kraft [Member] \| Software [Member]
Business Acquisition [Line Items]
Valuation Method	Replacement cost
Discount Rate	25.00%
Total Consideration	$ 833,000
Kart Kraft [Member] \| Employment Non Compete Agreements [Member]
Business Acquisition [Line Items]
Valuation Method	With & Without Method
Discount Rate	25.00%
Total Consideration	$ 59,000				59,000
Studio 397 [Member]
Business Acquisition [Line Items]
Total Consideration				$ 15,911,781	10,942,000
Studio 397 [Member] \| Software [Member]
Business Acquisition [Line Items]
Valuation Method				Replacement Cost
Discount Rate				9.30%
Studio 397 [Member] \| Employment Non Compete Agreements [Member]
Business Acquisition [Line Items]
Valuation Method				With & Without Method
Discount Rate				9.30%
Total Consideration				$ 214,000	$ 214,000
Studio 397 [Member] \| Debt-free net working capital [Member]
Business Acquisition [Line Items]
Total Consideration				(12,450)
Studio 397 [Member] \| Fixed Assets [Member]
Business Acquisition [Line Items]
Total Consideration				$ 21,504
Studio 397 [Member] \| rFactor 2 Trade Name [Member]
Business Acquisition [Line Items]
Valuation Method				Relief-from-Royalty
Discount Rate				9.30%
Total Consideration				$ 3,040,000
Studio 397 [Member] \| Technology [Member]
Business Acquisition [Line Items]
Total Consideration				$ 7,010,000
Studio 397 [Member] \| Internally Developed Franchise [Member]
Business Acquisition [Line Items]
Valuation Method				Excess earning Method
Discount Rate				9.30%
Total Consideration				$ 678,000
Studio 397 [Member] \| Goodwill [Member]
Business Acquisition [Line Items]
Total Consideration				$ 4,960,727

SUMMARY OF DEBT FREE NET WORKING CAPITAL DEFICIT (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Business Combination, Separately Recognized Transactions [Line Items]
Total current assets	$ 4,043,340	$ 24,622,840
Total current liabilities	$ 13,321,608	9,122,046
Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current assets		265,947
Total current liabilities		278,397
Debt free net working capital deficit		(12,450)
Projects to be Invoiced [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current assets		192,658
Trade Debtors [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current assets		26,121
Paid-In Advance [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current assets		47,168
Trade Creditors [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		140,049
Advance Invoices Payments [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		41,063
Audit Costs [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		7,148
Holiday Allowances [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		49,242
Bonuses [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		42,035
Taxes and Social Securities [Member] \| Studio 397 [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Total current liabilities		$ (1,140)

ACQUISITIONS (Details Narrative)											1 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
ACQUISITIONS (Details Narrative)	Jan. 25, 2031 GBP (£)	Dec. 15, 2022 USD ($)	Jul. 31, 2022 USD ($)	Jul. 21, 2022	Jul. 21, 2022 USD ($)	Jul. 19, 2022 USD ($)	Apr. 30, 2022 USD ($)	Apr. 22, 2022 USD ($)	Apr. 02, 2021 USD ($)	Mar. 19, 2021 USD ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 25, 2021
Business Acquisition [Line Items]
Development expense																$ 8,530,000
Revenues															$ 741,000
Net loss															$ 288,000	(35,990,805)	$ (33,161,991)
Operating expenses																40,390,646	42,073,033
Repayments of Related Party Debt																	12,967,143
First Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Deferred purchase price installment								$ 3,200,000
Debt instrument, description								Pursuant to the First SPA Amendment, the Deferred Payment installment amount due to be paid under the SPA by the Company on the first anniversary of closing was reduced from $3.2 million to $1 million with the remaining $2.2 million further deferred and to be paid within 90 days of the date that the Company made the $1 million payment. Further, pursuant to the First SPA Amendment, secured obligations under the deed of pledge were correspondingly reduced from $3.2 million to $2.2 million following the finalization of an amendment to the deed of pledge on May 12, 2022
Repayments of debt							$ 1,000,000	$ 1,000,000
Second Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Debt instrument, description				(i) the SPA and (ii) the related deed of pledge that secured the Company’s payment of the remaining $2.2 million Deferred Payment due under the SPA, effective as of July 19, 2022. The Second SPA Amendment modified the payment terms with respect to the remaining Deferred Payment amount of $2.2 million to consist of installments of: $330,000 paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining deferred payment is satisfied. The Second SPA Amendment also calls for 15% interest on the deferred payment balance effective on July 19, 2022. The remaining balance of the Deferred Payment as of December 31, 2022 was $1,470,000 with unpaid accrued interest of approximately $115,000
Repayments of Related Party Debt			$ 330,000
Debt Instrument, Interest Rate, Stated Percentage						15.00%
Second Share Purchase Agreement [Member] \| January Fifteen Two Thousand Twenty Three [Member]
Business Acquisition [Line Items]
Debt Instrument, Periodic Payment					$ 150,000
Letter Amendment [Member] \| August Fifteen Two Thousand Twenty Two Through December Fifteen Two Thousand Twenty Two [Member]
Business Acquisition [Line Items]
Debt Instrument, Periodic Payment		$ 100,000				$ 100,000
KartKraft Acquisition [Member]
Business Acquisition [Line Items]
Deferred payment										$ 1,000,000
KartKraft Acquisition [Member] \| At Closing [Member]
Business Acquisition [Line Items]
Deferred payment										750,000
KartKraft Acquisition [Member] \| Six Month Anniversary Closing [Member]
Business Acquisition [Line Items]
Deferred payment										$ 250,000
Studio Three Nine Seven [Member]
Business Acquisition [Line Items]
Revenues													$ 845,000
Deferred payment											$ 3,111,781
Fair market value									$ 16,000,000
Discount rate											2.80%
Balance of deferred payment																$ 1,470,000	3,170,319
Pledged percentage																20.00%
Accrued intrest																$ 115,000
Paid in cash																$ 15,911,781
Business acquisition, cost of sales													$ 1,857,000
Business acquisition, revenue																	15,143,000
Business acquisition, net income loss																	$ 34,151,000
Studio Three Nine Seven [Member] \| At Closing [Member]
Business Acquisition [Line Items]
Deferred payment											$ 12,800,000
Studio Three Nine Seven [Member] \| First Anniversary Of Closing [Member]
Business Acquisition [Line Items]
Deferred payment											$ 3,200,000
704 Games Company [Member] \| Ascend Exchange Agreement [Member]
Business Acquisition [Line Items]
Outstanding equity interest									17.80%
704 Games Company [Member] \| Ascend Exchange Agreement [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Fair market value												$ 10,116,545
Paid in cash												$ 2,056,692
Issuance of shares \| shares												488,722
704 Games Company [Member] \| Play Fast Exchange Agreement [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Fair market value												$ 7,587,419
Paid in cash												$ 1,542,519
Issuance of shares \| shares												366,542
Kart Kraft [Member]
Business Acquisition [Line Items]
Revenues														$ 168,000
Operating expenses														$ 482,000
Minimum [Member] \| Le Mans Esports Series Limited [Member]
Business Acquisition [Line Items]
Ownership percentage																		45.00%
Maximum [Member] \| Le Mans Esports Series Limited [Member]
Business Acquisition [Line Items]
Development expense \| £	£ 8,000,000
Maximum [Member] \| Le Mans Esports Series Limited [Member]
Business Acquisition [Line Items]
Ownership percentage																		51.00%

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 339,700	$ 197,000

SCHEDULE OF INTANGIBLE ASSETS ACQUISITION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 20, 2021	Mar. 19, 2021
Le Mans Esports Series Limited [Member]
Finite-Lived Intangible Assets [Line Items]
Total, cost	$ 2,810,000
Le Mans Esports Series Limited [Member] \| Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	Indefinite
Total, cost	$ 1,150,000
Le Mans Esports Series Limited [Member] \| Esport License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	Indefinite
Total, cost	$ 1,660,000
Kart Kraft [Member]
Finite-Lived Intangible Assets [Line Items]
Total, cost	$ 1,000,000		$ 1,000,000
Kart Kraft [Member] \| Kart Kraft Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	Indefinite
Total, cost	$ 108,000		108,000
Kart Kraft [Member] \| Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 Years
Total, cost	$ 833,000
Kart Kraft [Member] \| Employment Non Compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	3 Years
Total, cost	$ 59,000		$ 59,000
Studio 397 [Member]
Finite-Lived Intangible Assets [Line Items]
Total, cost	$ 10,942,000	$ 15,911,781
Studio 397 [Member] \| Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6-10 years
Total, cost	$ 7,688,000
Studio 397 [Member] \| Employment Non Compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	3 years
Total, cost	$ 214,000	$ 214,000
Studio 397 [Member] \| rFactor 2 Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	Indefinite
Total, cost	$ 3,040,000

SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization beginning	$ (3,377,206)	$ (1,843,547)
Intangible assets, Beginning	20,485,809	4,758,452
Additions		18,333,746
Impairment	(4,828,478)	(317,113)
Amortization	(1,728,955)	(1,568,652)
Foreign currency translation adjustment	(568,146)	(720,624)
Intangible assets, amortization ending	(5,057,048)	(3,377,206)
Intangible assets, ending	$ 13,360,230	20,485,809
Weighted average remaining amortization
Accumulated amortization, beginning	$ 3,377,206	1,843,547
Accumulated amortization, ending	5,057,048	3,377,206
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning		2,810,000
Additions
Impairment
Amortization
Foreign currency translation adjustment
Intangible assets, net ending	1,546,645
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	2,672,581
Additions		3,175,928
Impairment	(2,400,431)	(317,113)
Amortization
Foreign currency translation adjustment	(59,965)	(186,234)
Intangible assets, net ending	212,185	2,672,581
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	7,198,363	891,999
Intangible assets, amortization beginning	(912,260)	(686,012)
Additions		6,363,818
Impairment
Amortization
Foreign currency translation adjustment		(57,454)
Intangible assets, net ending	7,198,363	7,198,363
Intangible assets, amortization ending	$ (1,146,010)	(912,260)
Weighted average remaining amortization
Accumulated amortization, beginning	$ 912,260	686,012
Amortization expense	233,750	226,873
FX translation adjustments		(625)
Accumulated amortization, ending	1,146,010	912,260
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	10,364,541	2,340,000
Intangible assets, amortization beginning	(1,843,716)	(597,535)
Additions		8,521,000
Impairment	(1,320,993)
Amortization
Foreign currency translation adjustment	(386,706)	(496,459)
Intangible assets, net ending	8,656,842	10,364,541
Intangible assets, amortization ending	$ (3,212,135)	(1,843,716)
Weighted average remaining amortization	$ 4.3
Accumulated amortization, beginning	$ 1,843,716	597,535
Amortization expense	1,416,273	1,278,633
FX translation adjustments	(47,854)	(32,452)
Accumulated amortization, ending	3,212,135	1,843,716
Distribution Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	560,000	560,000
Intangible assets, amortization beginning	(560,000)	(560,000)
Additions
Impairment
Amortization
Foreign currency translation adjustment
Intangible assets, net ending		560,000
Intangible assets, amortization ending	$ (560,000)	(560,000)
Weighted average remaining amortization
Accumulated amortization, beginning	$ 560,000	560,000
Amortization expense
Accumulated amortization, ending	560,000	560,000
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	257,530
Intangible assets, amortization beginning	(61,230)
Additions		273,000
Impairment
Amortization
Foreign currency translation adjustment	(14,287)	(15,470)
Intangible assets, net ending	243,243	257,530
Intangible assets, amortization ending	$ (138,903)	(61,230)
Weighted average remaining amortization	$ 1.2
Accumulated amortization, beginning	$ 61,230
Amortization expense	78,933	63,146
FX translation adjustments	(1,260)	(1,916)
Accumulated amortization, ending	138,903	61,230
Accumulated Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization beginning	(3,377,206)	(1,843,547)
Additions
Impairment
Amortization	(1,728,955)	(1,568,652)
Foreign currency translation adjustment	49,113	34,993
Intangible assets, amortization ending	$ (5,057,048)	(3,377,206)
Weighted average remaining amortization
Accumulated amortization, beginning	$ 3,377,206	1,843,547
Amortization expense	1,728,956	1,568,652
FX translation adjustments	(49,114)	(34,993)
Accumulated amortization, ending	5,057,048	3,377,206
Licensing Agreements (Indefinite) [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net beginning	2,810,000
Impairment	(1,107,054)
Foreign currency translation adjustment	$ (156,301)
Intangible assets, net ending		2,810,000
Weighted average remaining amortization
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization
FX translation adjustments

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details)	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization on non-amortizing finite-lived intangible assets	$ 3,500,000
2023	1,646,819
2024	1,633,194
2025	1,451,629
2026	1,204,842
2027	388,890
Thereafter	1,818,823
Estimated aggregate amortization expense	$ 8,144,197

SCHEDULE OF GOODWILL (Details) - USD ($)	12 Months Ended
SCHEDULE OF GOODWILL (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill	$ 4,867,465	$ 137,717
Goodwill attributable to Le Mans Esports Series Ltd		65,221
Goodwill attributable to Studio397		4,960,727
Foreign currency translation adjustment		(296,200)
Impairment loss	(4,788,270)
Foreign exchange	(79,195)
Goodwill	4,788,270	4,867,465
Goodwill, Impaired, Accumulated Impairment Loss	(4,788,270)
Goodwill		4,867,465
Le Mans Gaming [Member]
Goodwill	4,802,882	137,717
Goodwill attributable to Le Mans Esports Series Ltd
Goodwill attributable to Studio397		4,960,727
Foreign currency translation adjustment		(295,562)
Impairment loss	(4,723,687)
Foreign exchange	(79,195)
Goodwill	4,723,687	4,802,882
Goodwill, Impaired, Accumulated Impairment Loss	(4,723,687)
Goodwill
Esports Licenses [Member]
Goodwill	64,583
Goodwill attributable to Le Mans Esports Series Ltd		65,221
Goodwill attributable to Studio397
Foreign currency translation adjustment		(638)
Impairment loss	(64,583)
Foreign exchange
Goodwill	64,583	$ 64,583
Goodwill, Impaired, Accumulated Impairment Loss	$ (64,583)

INTANGIBLE ASSETS (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	May 29, 2020	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Impairment Loss				$ 4,828,478	$ 317,113
R Factor Two Trade [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment Loss			$ 2,100,000
LeMans Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment Loss			1,100,000
r Factor 2 Software Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment Loss			$ 1,300,000
rFactor 2 Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment Loss		$ 100,000		200,000
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Payments to acquire intangible assets	$ 100,000
License Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Other non current liabilities				892,000
BTCC License [Member] \| Other Current Liabilities [Member]
Finite-Lived Intangible Assets [Line Items]
Other non current liabilities				798,000	854,000
INDYCAR Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets				2,714,000
INDYCAR Gaming License [Member] \| Current Liabilities [Member]
Finite-Lived Intangible Assets [Line Items]
Other non current liabilities				$ 3,206,000
INDYCAR Gaming License [Member] \| Other Noncurrent Liabilities [Member]
Finite-Lived Intangible Assets [Line Items]
Other non current liabilities					$ 2,787,000

GOODWILL (Details Narrative) - USD ($)	12 Months Ended
GOODWILL (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment loss	$ 4,788,270
Carrying value of goodwill	$ 0

SCHEDULE OF LEASE COST (Details)	12 Months Ended
SCHEDULE OF LEASE COST (Details)	Dec. 31, 2022 USD ($)
Leases
Short-term operating lease expense	$ 145,326
Operating lease expense	437,312
Total lease costs	$ 582,638

SCHEDULE OF REMAINING LEASE TERMS (Details)	Dec. 31, 2022
Leases
Weighted-average remaining lease term - operating leases (years)	3 years 3 months 14 days
Weighted-average discount rate - operating leases	7.86%

SCHEDULE OF CASH FLOW SUPPLEMENTAL (Details)	12 Months Ended
SCHEDULE OF CASH FLOW SUPPLEMENTAL (Details)	Dec. 31, 2022 USD ($)
Leases
Cash paid for amounts included in the measurement of operating lease liabilities	$ 669,226
Right of use assets obtained in exchange for new lease obligations	$ 1,266,825

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details)	Dec. 31, 2022 USD ($)
Leases
2023	$ 432,978
2024	343,826
2025	179,028
2026	72,144
2027	48,975
Thereafter
Total lease payments	1,076,951
Less effects of imputed interest	(79,125)
Present value of lease liabilities	$ 997,826

LEASES (Details Narrative) - USD ($)			12 Months Ended
LEASES (Details Narrative) - USD ($)	Nov. 01, 2022	Feb. 08, 2022	Dec. 31, 2022
Leases
Lease description		The term of this new lease was 5 years, which commenced April 1, 2022 and was scheduled to expire on March 31, 2027, terminable upon 60-days’ written notice, by either party, with no penalty. Concurrently with entering into the New Lemon City Lease, a previous lease agreement for office space in Miami, Florida between 704Games LLC and Lemon City Group, LLC was terminated without penalty.
Rent paid			$ 22,000
Lease term	5 years
Rental payment, per month	$ 4,897

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued royalties	$ 274,085	$ 1,694,011
Accrued professional fees	693,803	80,909
Accrued consulting fees	26,667	106,006
Accrued development costs	172,164	968,007
Esports prize money	125,202	168,959
Accrued taxes	149,842	31,491
Accrued payroll	372,358	235,224
Deferred revenue	311,945	523,796
Loss contingency reserve (see Note 13)	1,100,000
Accrued other	190,358	239,664
Total	$ 3,416,424	$ 4,048,067

RELATED PARTY LOANS (Details Narrative) - USD ($) $ in Millions			12 Months Ended
	Feb. 03, 2023	Feb. 01, 2023	Dec. 31, 2022	Jan. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Nov. 23, 2020	Apr. 01, 2020
Line of credit			$ 12.0			$ 12.0
Related party, description			(i) the Company enters into a new financing arrangement (whether debt, equity or otherwise) under which the Company is then able to draw or provides the Company with available cash in excess of amounts required in the Company’s reasonable judgment to run its operations in the ordinary course of business; (ii) the Company generates from operations available cash in excess of amounts required in the Company’s reasonable judgment to run its operations in the ordinary course of business; or (iii) the Company’s independent auditors issue an unqualified opinion on its financial statements and the Company’s repayment of the advances, in whole or in part, would not otherwise cause the independent auditor to issue a going concern qualified opinion. Upon the occurrence of any of the foregoing events, the Company shall prepay on such date principal amount of the September 2022 Cash Advance and other advances under the $12 million Line of Credit then outstanding in an amount equal to such available excess cash or, in the case of (iii) above, the amount that would not cause the Company’s independent auditor to issue a going concern qualified opinion, together with interest accrued but unpaid on the unpaid September 2022 Cash Advance and other advances, which repayment obligation shall continue until all such advances under the $12 million Line of Credit are paid in full. The entire aggregate principal amount of the September 2022 Cash Advance and the other advances under the $12 million Line of Credit, together with interest accrued but unpaid thereon, shall also become immediately and automatically due and payable, and the $12 million Line of Credit shall immediately and automatically terminate, in each case without any action required by Motorsport Network, if (i) the Company experience an event of default under any other debt instrument, agreement or arrangement; or (ii) any final judgment or final judgments for the payment of money in excess (net of amounts covered by third-party insurance with insurance carriers who have not disclaimed liability with respect to such judgment or judgments) of $500,000 or its foreign currency equivalent is entered against the Company or any subsidiary and is not discharged and either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (b) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed and, in the case of (b), such default continues for 60 consecutive days
Subsequent Event [Member]
Stock issued during period, shares, new issues	232,188
Subsequent Event [Member] \| Common Class A [Member]
Stock issued during period, shares, new issues		780,385
Support Agreement [Member]
Line of credit			$ 3.0
Debt for Equity Exchange Agreements [Member] \| Subsequent Event [Member]
Line of credit		$ 12.0		$ 12.0
Promissory Note [Member]
Line of credit			3.8				$ 12.0	$ 12.0
Interest rate								10.00%
[custom:AccruedInterest-0]			12.0			$ 0.0
[custom:RelatedPartyInterestExpense]			$ 0.1
Promissory Note [Member] \| Maximum [Member]
Line of credit, maximum borrowing capacity							12.0	$ 10.0
Promissory Note [Member] \| Minimum [Member]
Line of credit, maximum borrowing capacity							$ 10.0
Cash In Advance [Member]
Line of credit					$ 12.0

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2018
Related Party Transaction [Line Items]
Due to related parties		$ 90,000	$ 25,000
Line of credit		12,000,000	12,000,000
Due to related parties		4,589,211	119,015
Payment to related parties		200,000	300,000
Related Parties [Member]
Related Party Transaction [Line Items]
Due to related parties		800,000	100,000
Due from related parties		$ 200,000	$ 100,000
Services Agreement [Member] \| Principal Owner [Member]
Related Party Transaction [Line Items]
Legal fees	$ 5,000
Accounting service fee	2,500
Services Agreement [Member] \| Principal Owner [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Development service fee	15
Services Agreement [Member] \| Principal Owner [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Development service fee	$ 30
Services Agreement [Member] \| Principal Owner [Member] \| Motorsport Network [Member]
Related Party Transaction [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired				20.00%

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)							12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Dec. 12, 2022	Dec. 09, 2022	Nov. 10, 2022	Jan. 15, 2021	Jan. 08, 2021	Aug. 18, 2020	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Proceeds from issuance initial public offering				$ 63,100,000
Reverse stock split, description			Company amended its certificate of incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of Class A common stock and Class B common stock at a ratio of 1-for-10.
Remaining life of years							8 years 1 month 20 days	9 years 14 days
Stock issued during period value new issues								$ 63,074,129
Additional paid in capital							$ 76,446,061	$ 75,652,853
704 Games Company [Member]
Class of Stock [Line Items]
Shares of common stock							4,000	4,000
Stock option exercise price increase							$ 93.03	$ 93.03
704 Games Company [Member] \| Warrant [Member]
Class of Stock [Line Items]
Remaining life of years							2 years 9 months 18 days
Stock Purchase Agreement [Member]
Class of Stock [Line Items]
Stockholders equity description							The merger consideration issued to (i) PlayFast with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 366,542 newly-issued shares of the Company’s Class A common stock with a fair market value of $7,587,419 and $1,542,519 in cash and (ii) Ascend with respect to the shares of common stock of 704Games Company it surrendered in such merger consisted of 488,722 newly-issued shares of the Company’s Class A common stock with a fair market value of $10,116,545 and $2,056,692 in cash
HC2 Holding Mermber [Member] \| Stock Purchase Agreement [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues						106,307		106,307
Share price						$ 11.29
Stock issued during period value new issues						$ 1,200,000
Additional paid in capital								$ 939,511
HC2 Holding Mermber [Member] \| Stock Purchase Commitment Agreement [Member]
Class of Stock [Line Items]
Stock issued during period value new issues							$ 1,960,525
Common Class A [Member]
Class of Stock [Line Items]
Conversion of stock shares					700,000
Voting rights							Class A common stock, with 1 vote per share
Proceeds from issuance initial public offering				$ 63,074,128
Stock issued during period value new issues	$ 39,475
Common Class A [Member] \| Play Fast Agreement [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues							366,542
Stock issued during period value new issues							$ 7,587,419
Cash							$ 1,542,519
Common Class A [Member] \| Ascend Exchange Agreement [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues							488,722
Stock issued during period value new issues							$ 10,116,545
Cash							$ 2,056,692
Common Class A [Member] \| Stock Purchase Commitment Agreement [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues							7,576
Stock issued during period value new issues							$ 40,000
Common Class A [Member] \| IPO [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues		2,000,000		345,000
Shares issued price per share				$ 200.00
Common Class A [Member] \| IPO [Member] \| Additional Shares For Underwriters [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues	8,877	10,000,000		45,000
Common Class A [Member] \| Motorsport Network [Member]
Class of Stock [Line Items]
Voting rights							1 vote per share
Common Class A [Member] \| Alumni Capital [Member] \| IPO [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues		373,284
Common Class B [Member]
Class of Stock [Line Items]
Voting rights					Class B common stock, with 10 votes per share		Class B common stock, with 10 votes per share
Common Class B [Member] \| Motorsport Network [Member]
Class of Stock [Line Items]
Conversion of stock shares					700,000
Motorsport Gaming [Member]
Class of Stock [Line Items]
Ownership percentage					100.00%

SCHEDULE OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average volatility	60.00%	60.00%
Expected dividends	0.00%	0.00%
Weighted average grant date fair value	$ 64.29	$ 96.43
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	0.48%	0.48%
Expected volatility	50.00%	50.00%
Expected term	5 years	5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.76%	1.09%
Expected volatility	70.00%	65.00%
Expected term	6 years	6 years

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	12 Months Ended
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Number of Options, beginning	55,060
Weighted-Average Exercise Prices, beginning	$ 203.60
Number of Options, granted	61,646	57,357
Weighted-Average Exercise Prices, Granted	$ 46.78	$ 203.50
Number of Options, Exercised
Weighted-Average Exercise Prices, Exercised
Number of Options, Forfeited, Cancelled or expired	(42,421)	(2,297)
Weighted-Average Exercise Prices, Forfeited, Cancelled or expired	$ 63.89	$ 200.00
Number of Options, ending	74,285	55,060
Weighted-Average Exercise Prices, ending	$ 153.25	$ 203.60
Weighted-Average Remaining Contractual Term (in years) outstanding	8 years 5 months 8 days	9 years 1 month 20 days
Aggregate Intrinsic Value outstanding
Number of Options, Vested and expected to vest	74,285	55,060
Weighted-Average Exercise Prices, Vested and expected to vest	$ 153.25	$ 203.60
Weighted-Average Remaining Contractual Term (in years), Vested and expected to vest	8 years 5 months 8 days	9 years 1 month 20 days
Aggregate Intrinsic Value, Vested and expected to vest
Number of Options, Exercisable ending	31,440	20,543
Weighted-Average Exercise Prices, Exercisable, ending	$ 201.55	$ 200.40
Weighted-Average Remaining Contractual Term (in years), Exercisable	8 years 1 month 20 days	9 years 14 days
Aggregate Intrinsic Value, Exercisable

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 714,523	$ 9,726,662
General And Administration [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	670,080	9,500,265
Sales And Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	10,648	126,272
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 33,795	$ 100,125

SHARE-BASED COMPENSATION (Details Narrative) - USD ($)					12 Months Ended
SHARE-BASED COMPENSATION (Details Narrative) - USD ($)	Dec. 12, 2022	Dec. 09, 2022	Jan. 15, 2021	Apr. 03, 2017	Dec. 31, 2022	Dec. 31, 2021	Jan. 12, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense period					2 years
Number of stock option exercised
Unrecognized stock based compensation					$ 756,317
Outstanding shares						$ 63,074,129
SARs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock, shares				25,734
Outstanding shares						$ 1,051,995
MSGM 2021 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense period					10 years
Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized					100,000,000	100,000,000
Shares available for issuance					50,506
Outstanding shares	$ 39,475
Common Class A [Member] \| IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock, shares		2,000,000	345,000
Common Class A [Member] \| Chief Executive Officer Consultant And Three Director [Member] \| IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock, shares					33,063
Fair value					$ 661,266
Common Class A [Member] \| MSGM 2021 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized							100,000

COMMITMENTS AND CONTINGENCIES (Details Narrative)											1 Months Ended		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 15, 2022 USD ($)	Jul. 31, 2022 USD ($)	Jul. 21, 2022	Jul. 21, 2022 USD ($)	Jul. 19, 2022 USD ($)	Jan. 21, 2022	Jan. 25, 2021	Oct. 01, 2020 USD ($)	Jan. 02, 2020 USD ($)	Mar. 15, 2019	Apr. 30, 2022 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 GBP (£)
Loss Contingencies [Line Items]
Loss on contingency													$ 1,100,000	$ 0
Other commitment													28,300,000
Payment of royalty													2,500,000
Repayments of Related Party Debt														12,967,143
Studio Three Nine Seven [Member]
Loss Contingencies [Line Items]
[custom:PurchaseCommitmentLiabilites]													1,470,000	3,170,319
Accrued intrest													115,000
Employment Agreements [Member] \| Chief Executive Officer [Member]
Loss Contingencies [Line Items]
Base salary									$ 500,000
Annual increase percentage of base salary									103.00%
Employment Agreements [Member] \| Mr. Hood [Member]
Loss Contingencies [Line Items]
Base salary								$ 198,000				$ 230,000
Cash bonus to be paid												$ 100,000
Payment of lieu description						On January 21, 2022, the Company notified Stephen Hood that his position will be eliminated effective January 21, 2022. Mr. Hood will receive the following separation payments: £43,750 in lieu of his entitlement to 3 months’ termination notice, £37,019 in lieu of accrued but untaken holiday pay and an £60,000 ex gratia settlement payment which includes statutory redundancy as required under the law of England & Wales
Joint Venture Agreement [Member]
Loss Contingencies [Line Items]
Ownership percentage										45.00%
License right													8,530,000			£ 8,000,000
Earned royalty													$ 163,000
Joint Venture Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Ownership percentage							45.00%
Joint Venture Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Ownership percentage							51.00%
Joint Venture Agreement [Member] \| Automobile Club de l'Oues [Member]
Loss Contingencies [Line Items]
Ownership percentage										55.00%
Share Purchase Agreement [Member]
Loss Contingencies [Line Items]
Debt instrument, description													Pursuant to the Second SPA Amendment, the payment terms with respect to the remaining Deferred Payment amount of $2.2 million under the SPA were amended to consist of installments of: $330,000 paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining deferred payment is satisfied. The remaining balance of the Deferred Payment as of December 31, 2022 was $1,470,000 with unpaid accrued interest of approximately $115,000
Second Share Purchase Agreement [Member]
Loss Contingencies [Line Items]
Debt instrument, description			(i) the SPA and (ii) the related deed of pledge that secured the Company’s payment of the remaining $2.2 million Deferred Payment due under the SPA, effective as of July 19, 2022. The Second SPA Amendment modified the payment terms with respect to the remaining Deferred Payment amount of $2.2 million to consist of installments of: $330,000 paid on July 31, 2022; for the period August 15, 2022, through December 15, 2022 monthly installments of $100,000; and for the period beginning on January 15, 2023, monthly installments of $150,000 until the remaining deferred payment is satisfied. The Second SPA Amendment also calls for 15% interest on the deferred payment balance effective on July 19, 2022. The remaining balance of the Deferred Payment as of December 31, 2022 was $1,470,000 with unpaid accrued interest of approximately $115,000
Repayments of Related Party Debt		$ 330,000
Second Share Purchase Agreement [Member] \| January Fifteen Two Thousand Twenty Three [Member]
Loss Contingencies [Line Items]
Debt Instrument, Periodic Payment				$ 150,000
Letter Amendment [Member] \| August Fifteen Two Thousand Twenty Two Through December Fifteen Two Thousand Twenty Two [Member]
Loss Contingencies [Line Items]
Debt Instrument, Periodic Payment	$ 100,000				$ 100,000
Eleda [Member]
Loss Contingencies [Line Items]
Amount of consideration for legal claims											$ 325,000
Epic Games International [Member] \| License Agreement [Member]
Loss Contingencies [Line Items]
Payment for license fee														$ 100,000	$ 40,000
Licens fee royalty														5.00%

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 11,151,879	$ 5,756,658
Bad debts	1,026,632	1,312,332
Stock options	747,561	684,238
Charitable contribution carryforward	18,841	17,032
Goodwill	1,175,796	11,268
Unrealized gain	254,844
Other intangible assets	1,067,565
Other assets	33,869	44,667
Total Assets	15,476,987	7,826,195
Depreciable assets	19,669	21,135
Other intangible assets		590,692
Total Liabilities	19,669	611,827
Net asset before valuation allowance	15,457,318	7,214,368
Valuation allowance	(15,457,318)	(7,214,368)
Net deferred tax (liability) asset

SCHEDULE OF EFFECTIVE INCOME TAX RATE AND THE FEDERAL STATUTORY INCOME TAX RATE (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory income tax benefit	21.00%	21.00%
State income taxes, net of federal income tax benefit	4.50%	5.50%
IPO & Acquisition Costs	0.00%	6.99%
Permanent differences and other	(0.18%)	(1.75%)
Change in valuation allowance	(22.55%)	(17.54%)
Other adjustments	(2.77%)	(0.21%)
Effective income tax rate	0.00%	0.00%

INCOME TAXES (Details Narrative) $ in Millions	Dec. 31, 2022 USD ($)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 43

SCHEDULE OF CONCENTRATIONS (Details)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier A [Member]

Concentration Risk [Line Items]

Concentration risk percentage

16.21%

30.89%

Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier B [Member]

Concentration Risk [Line Items]

Concentration risk percentage

^[1]

13.13%

Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier C [Member]

Concentration Risk [Line Items]

Concentration risk percentage

23.18%

Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier [Member]

Concentration Risk [Line Items]

Concentration risk percentage

39.39%

44.02%

Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

^[2]

28.11%

Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

50.54%

51.92%

Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

22.47%

22.36%

Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

11.17%

17.68%

Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

17.38%

21.50%

Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

15.22%

Customer D [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

21.30%

10.79%

Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

13.10%

^[1]

Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

61.15%

82.76%

Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]

Concentration Risk [Line Items]

Concentration risk percentage

90.03%

69.60%

[1]	Less than 10%.
[2]	Less than 10%.

SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Revenue from External Customer [Line Items]

Total Revenues

$ 10,324,559

$ 15,075,530

Total Cost of Revenues

^[1]

4,960,317

7,529,155

Total Gross Profit

5,364,242

7,546,375

Total Loss From Operations

(35,026,404)

(34,526,658)

Total Depreciation and Amortization

420,137

280,192

Total Interest Expense, net

(1,148,204)

(504,156)

Total Gain Attributable to Equity Method Investment

1,370,837

Total Other (Expense) Income, net

(665,846)

(44,768)

Total Net Loss

(36,840,454)

(33,704,745)

Total assets

18,897,792

50,703,203

Gaming [Member]

Revenue from External Customer [Line Items]

Total Revenues

9,144,639

14,267,735

Total Cost of Revenues

4,080,724

7,041,579

Total Gross Profit

5,063,915

7,226,156

Total Loss From Operations

(33,295,840)

(33,802,804)

Total Depreciation and Amortization

385,426

269,180

Total Interest Expense, net

(1,148,204)

(504,156)

Total Gain Attributable to Equity Method Investment

1,370,837

Total Other (Expense) Income, net

(652,338)

(8,469)

Total Net Loss

(35,096,382)

(32,944,592)

Total assets

16,315,359

47,511,471

Esports [Member]

Revenue from External Customer [Line Items]

Total Revenues

1,179,920

807,795

Total Cost of Revenues

879,593

487,576

Total Gross Profit

300,327

320,219

Total Loss From Operations

(1,730,564)

(723,854)

Total Depreciation and Amortization

34,711

11,012

Total Interest Expense, net

Total Gain Attributable to Equity Method Investment

Total Other (Expense) Income, net

(13,508)

(36,299)

Total Net Loss

(1,744,072)

(760,153)

Total assets

$ 2,582,433

$ 3,191,732

[1]	Includes related party costs of $6,228 and $0 for the years ended December 31, 2022 and 2021, respectively.

SEGMENT REPORTING (Details Narrative) - Segment	12 Months Ended
SEGMENT REPORTING (Details Narrative) - Segment	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of reportable segments	2	2

SUBSEQUENT EVENTS (Details Narrative) - USD ($)									12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 23, 2023	Feb. 03, 2023	Feb. 02, 2023	Feb. 01, 2023	Jan. 30, 2023	Jan. 27, 2023	Jan. 19, 2023	Jan. 06, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 17, 2023	Jan. 11, 2023
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues										$ 63,074,129
Line of credit									$ 12,000,000	12,000,000
Proceeds from issuance of common stock										$ 63,661,128
Monthly fee payment									$ 22,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues		232,188
Subsequent Event [Member] \| Registered Direct Offering [Member]
Subsequent Event [Line Items]
Proceeds from issuance of common stock		$ 4,000,000.0	$ 3,400,000	$ 3,900,000
Subsequent Event [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues			144,366	183,020
Percentage of aggregate gross proceeds		7.00%	7.00%	7.00%
Non accountable expenses			$ 25,000	$ 50,000
Closing fees		$ 15,950	$ 15,950	$ 15,950
Number of warrants issued		13,931	8,662	10,981
Subsequent Event [Member] \| Class A Common Stock [Member] \| Wainwright Warrants [Member]
Subsequent Event [Line Items]
Percentage of aggregate number of common shares		6.00%	6.00%	6.00%
Exercise price		$ 21.738	$ 29.375	$ 26.75
Subsequent Event [Member] \| Class A Common Stock [Member] \| Registered Direct Offering [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues		$ 4,000,000.0	$ 3,400,000	$ 3,900,000
Proceeds from issuance of private placement		4,000,000.0	3,400,000	3,900,000
Subsequent Event [Member] \| Class A Common Stock [Member] \| Registered Direct Offering [Member] \| Wainwright Warrants [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues		$ 4,000,000.0	$ 3,400,000	$ 3,900,000
Subsequent Event [Member] \| Settlement Agreement [Member]
Subsequent Event [Line Items]
Settlement amount											$ 1,100,000	$ 1,100,000
Initial payment											100,000
Payment of initial payment											$ 40,000
Subsequent Event [Member] \| Stock Purchase Commitment Agreement [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues						$ 100,000	$ 150,000	$ 400,000
Commitment amount						$ 1,300,000
Subsequent Event [Member] \| Stock Purchase Commitment Agreement [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues						44,000	40,752	90,415
Subsequent Event [Member] \| Debt for Equity Exchange Agreement [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues					338,983
Stock Issued During Period, Value, New Issues					$ 1,000,000
Line of credit					12,000,000
Subsequent Event [Member] \| Secondary Debt For Equity Exchange Agreement [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues				441,402
Stock Issued During Period, Value, New Issues				$ 2,900,000
Line of credit				12,000,000
Subsequent Event [Member] \| Debt for Equity Exchange Agreements [Member]
Subsequent Event [Line Items]
Line of credit				$ 12,000,000	$ 12,000,000
Subsequent Event [Member] \| New Services Agreement [Member]
Subsequent Event [Line Items]
Monthly fee payment	$ 17,500