UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~December~~March 31, ~~2023~~ 2024

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

For the Transition Period From to

Commission File Number: 001-40334

EBET, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

85-3201309

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV		89169
(Address of Principal Executive Offices)		(Zip Code)

(888) 411-2726

(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

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

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

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 14,979,642 shares of common stock outstanding on ~~February~~May 1216, 2024.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to those described under the “Risk Factors” section and include, among other things:

· our ability to successfully integrate our asset acquisitions; · our ability to introduce new enhancements to our websites; · our ability to obtain additional funding to develop additional services and offerings and to service our debt obligations; · our ability to achieve and maintain compliance with the covenants in our credit agreement, security agreement, pledge agreements, forbearance agreement, as amended, related to our debt obligations or to obtain additional waivers of such covenants or extensions of time including but not limited to an extension of the effectiveness of the Termination Event date as defined and set forth in such agreements until we are able to do so; · compliance with obligations under intellectual property licenses with third parties; · market acceptance of our new offerings; · competition from existing online offerings or new offerings that may emerge; · our ability to establish or maintain collaborations, licensing or other arrangements; · our ability and third parties’ abilities to protect intellectual property rights; · our ability to adequately support future growth; and · our ability to attract and retain key personnel to manage our business effectively.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments we may make or enter into.

EBET, Inc.

FORM 10-Q

For the Quarter Ended ~~December~~March 31, ~~2023~~2024

INDEX

				Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Unaudited Consolidated Financial Statements		4
		a)	Consolidated Balance Sheets as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (Unaudited)	4
		b)	Consolidated Statements of Operations for the Three and Six Months Ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 (Unaudited)	5
		c)	Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for ~~the~~ Three and Six Months Ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 (Unaudited)	6
		d)	Consolidated Statements Cash Flows for the ~~Three~~Six Months Ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 (Unaudited)	7
		e)	Notes to Consolidated Financial Statements (Unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2224
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2732
	Item 4.	Controls and Procedures		2832
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings		2933
	Item 1A.	Risk Factors		2933
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3034
	Item 3.	Defaults Upon Senior Securities		3034
	Item 4.	Mine Safety Disclosure		3034
	Item 5.	Other Information		3034
	Item 6.	Exhibits		3035
SIGNATURE				31
SIGNATURES				36

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

EBET, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,			September 30,
	March 31,			September 30,
	2023			2023
	2024			2023
ASSETS
Current assets:
Cash	$	~~539~~632,~~327~~975		$	304,709
Accounts receivable, net		~~786~~552,~~751~~358			643,254
Prepaid expenses and other current assets		1990,~~143,229~~331			1,331,201
Total current assets		2,~~469~~175,~~307~~664			2,279,164
Long term assets:
Fixed assets, net		~~132~~94,~~120~~009			161,213
Intangible assets, net		3,~~529~~129,~~929~~951			3,701,609
Goodwill		9,~~348~~146,~~434~~237			8,962,652
Total assets	$	1514,~~479~~545,~~790~~861		$	15,104,638
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	23,~~577~~220,~~873~~066		$	22,775,031
Borrowings, current portion		4246,~~872~~097,~~144~~207			39,252,130
Liabilities to users		~~944~~821,~~280~~298			937,948
Total current liabilities		6770,~~394~~138,~~297~~571			62,965,109
Long-Term Liabilities:
Borrowings, net of current portion		~~572~~586,~~888~~472			559,597
Total liabilities		6770,~~967~~725,~~185~~043			63,524,706
COMMITMENTS AND CONTINGENCIES		–			–
COMMITMENTS AND CONTINGENCIES (Note 6)		–			–
Stockholders' equity (deficit):
Stockholders' deficit:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 0 issued and outstanding		–			–
Common Stock; $0.001 par value, 500,000,000 shares authorized 14,979,642 shares issued and outstanding as of December 31, 2023 and September 30, 2023		14,980			14,980
Common Stock; $0.001 par value, 500,000,000 shares authorized ,14,979,642 shares issued and outstanding		14,980			14,980
Additional paid-in capital		103,~~496~~711,~~621~~246			103,255,793
Accumulated other comprehensive deficit		(1,021,179	)		(532,401	)
Accumulated other comprehensive income (loss)		118,037			(532,401	)
Accumulated deficit		(~~154~~160,~~977~~023,~~817~~445	)		(151,158,440	)
Total stockholders’ equity (deficit)		(52,487,395	)		(48,420,068
Total stockholders’ deficit		(56,179,182	)		(48,420,068	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	15,479,790		$	15,104,638
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	14,545,861		$	15,104,638

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

EBET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,
	March 31,						March 31,
	2023			2022
	2024			2023			2024			2023
Revenue	$	43,~~284~~522,~~055~~458		$	1411,~~407~~580,~~964~~490		$	7,806,513		$	25,988,454
Cost of revenue		(21,~~241~~869,~~465~~231	)		(86,~~518~~592,~~622~~199	)		(4,110,696	)		(15,110,821	)
Gross profit		21,~~042~~653,~~590~~227			54,~~889~~988,~~342~~291			3,695,817			10,877,633
Operating expenses:
Sales and marketing expenses		1,~~785~~287,~~180~~516			42,~~367~~313,~~395~~235			3,072,695			6,680,630
Product and technology expenses		~~132~~164,~~964~~662			~~294~~242,~~073~~035			297,625			536,108
General and administrative expenses		2,~~659~~125,~~176~~952			3,~~382~~397,~~793~~469			4,785,129			6,780,262
Total operating expenses		43,~~577~~578,~~320~~130			85,~~044~~952,~~261~~739			8,155,449			13,997,000
Loss from operations		(21,~~534~~924,~~730~~903	)		(2964,~~154,919~~448	)		(4,459,632	)		(3,119,367	)
Other income (expenses):
Other expenses:
Interest expense		(1,~~586~~704,~~388~~788	)		(32,~~031~~688,~~348~~077	)		(3,291,176	)		(5,719,425	)
Loss on derivative		–			~~(142,187~~–	)		–			(142,187	)
Foreign currency gain (loss)		~~301~~(1,~~741~~415,937	)		(2359,~~229,311~~150	)		(1,114,197	)		(2,588,461	)
Total other income (expense)		(1,284,647	)		(5,402,846	)
Total other expense		(3,120,725	)		(3,047,227	)		(4,405,373	)		(8,450,073	)
Loss before provision for income taxes		(35,~~819~~045,~~377~~628	)		(74,~~557~~011,~~765~~675	)		(8,865,005	)		(11,569,440	)
Provision for income taxes		-–			-–			–			–
Net loss		(35,~~819~~045,~~377~~628	)		(74,~~557~~011,~~765~~675	)		(8,865,005	)		(11,569,440	)
Preferred stock dividends		–			(1,~~536~~557,~~969~~576	)		–			(3,094,545	)
Net loss attributable to common shareholders		(35,~~819~~045,~~377~~628	)		(95,~~094~~569,~~734~~251	)		(8,865,005	)		(14,663,985	)
Other comprehensive income (loss):
Other comprehensive income
Foreign currency translation income (loss)		(488,778	)		6,356,110
Foreign currency translation income		1,139,216			1,329,046			650,438			7,685,156
Total other comprehensive income (loss)		(488,778	)		6,356,110
Total other comprehensive income		1,139,216			1,329,046			650,438			7,685,156
Comprehensive loss	$	(43,~~308~~906,~~155~~412	)	$	(24,~~738~~240,~~624~~205	)	$	(8,214,567	)	$	(6,978,829	)
Net loss per common share – basic and diluted	$	(0.2534	)	$	(157.9560	)	$	(0.59	)	$	(22.54	)
Weighted average common shares outstanding – basic and diluted		14,979,642			~~570~~732,~~282~~923			14,979,642			650,709

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

EBET, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS~~STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2023~~ 2024 AND ~~2022~~2023

(Unaudited)

	Preferred Stock				Common Stock				~~Additional~~		Accumulated Other ~~Comprehensive~~Compre-
	Number of				Number of				paid-in		Income			Accumulated
	Number				Number				Additional		hensive
	of				of				paid-in		Income			Accumulated
	Shares		Amount		Shares		Amount		capital		(Loss)			deficit			Total
Balance at September 30, 2023		–	$	–		14,979,642	$	14,980	$	103,255,793	$	(532,401	)	$	(151,158,440	)	$	(48,420,068	)
Stock-based compensation		–		–		–		–		240,828		–			–			240,828
Net loss		–		–		–		–		–		–			(3,819,377	)		(3,819,377	)
Comprehensive loss		–		–		–		–		–		(488,778	)		–			(488,778	)
Balance at December 31, 2023		–	$	–		14,979,642	$	14,980	$	103,496,621	$	(1,021,179	)	$	(154,977,817	)	$	(52,487,395	)
Stock-based compensation		–		–		–		–		214,625		–			–			214,625
Net loss		–		–		–		–				–			(5,045,628	)		(5,045,628	)
Comprehensive income		–		–		–		–				1,139,216			–			1,139,216
Balance at March 31, 2024		–	$	–		14,979,642	$	14,980	$	103,711,246	$	118,037		$	(160,023,445	)	$	(56,179,182	)
Balance at September 30, 2022		37,700	$	38		555,153	$	555	$	91,957,856	$	(7,365,129	)	$	(62,827,744	)	$	21,765,576
Stock-based compensation		–		–		692		1		503,104		–			–			503,105
Shares issued for conversion of debt		–		–		20,000		20		299,980		–			–			300,000
Preferred share dividends		–		–		–		–		1,536,969		–			(1,536,969	)		–
Net loss		–		–		–		–		–		–			(7,557,765	)		(7,557,765	)
Comprehensive income		–		–		–		–		–		6,356,110			–			6,356,110
Balance at December 31, 2022		37,700	$	38		575,845	$	576	$	94,297,909	$	(1,009,019	)	$	(71,922,478	)	$	21,367,026
Common stock issued for cash		–		–		212,418		212		5,921,770		–			–			5,921,982
Stock-based compensation		–		–		1,050		1		377,694		–			–			377,695
Shares issued for conversion of debt		–		–		48,845		49		732,612		–			–			732,661
Preferred share dividends		–		–		–		–		1,557,576		–			(1,557,576	)		–
Net loss		–		–		–		–		–		–			(4,011,675	)		(4,011,675	)
Comprehensive income		–		–		–		–		–		1,329,046			–			1,329,046
Balance at March 31, 2023		37,700	$	38		838,158	$	838	$	102,887,561	$	320,027		$	(77,491,729	)	$	25,716,735

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

EBET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2023 and~~2024 ~~2022~~AND 2023

(Unaudited)

	For the Three Months Ended December 31,
	For the Six Months Ended March 31,
	2023			2022
	2024			2023
Cash flow from operating activities:
Net loss	$	(38,~~819~~865,~~377~~005	)	$	(711,~~557~~569,~~765~~440	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount, issuance costs		1326,~~290~~875			12,~~277~~554,~~016~~317
Amortization of right of use assets		–			3577,~~752~~300
Depreciation and amortization expense		~~348~~709,~~944~~437			13,~~647~~416,~~817~~330
Stock-based compensation		~~240~~455,~~828~~453			~~503~~880,~~105~~800
Derivative loss		–			142,187
Foreign exchange gain (loss)		~~(301~~1,~~741~~114,197	)		2,~~229~~588,~~311~~458
Changes in operating assets and liabilities:
Accounts receivable		~~(114~~103,~~583~~985	)		~~(223~~34,~~384~~400	)
Prepaid expenses and other		228,135			468,720
Prepaid expenses and other current assets		360,424			784,200
Accounts payable and accrued liabilities		2,~~754~~128,~~271~~857			(675,~~499~~695,950	)
Current lease liabilities		–			(3563,~~752~~251	)
Liabilities to users		(33136,~~465~~278	)		(~~240~~396,~~410~~672	)
Net cash used in operating activities		(~~683~~4,~~698~~102,055	)		(17,~~820~~247,~~902~~321	)
Cash flow from investing activities:
Purchase of fixed assets		–			(811,~~204~~208	)
Net cash used by investing activities		–			(8,204	)
Net cash used in investing activities		–			(11,208	)
Cash flow from financing activities:
Proceeds from settlement of derivative instruments		–			973,965
Proceeds from revolving line of credit		1,900,000			–
Repayment of senior note		–			(3,000,000	)
Net cash provided by financing activities		1,900,000			973,965
Proceeds from revolving line of credit		4,000,000			5,921,982
Effect of foreign exchange rates on cash		(981,684	)		1,194,915
Net cash provided by financing activities		4,000,000			3,895,947
NET CHANGE IN CASH		234,618			339,774
Effect of foreign exchange rates on cash		430,321			1,345,448
NET CHANGE IN CASH		328,266			(2,017,134	)
CASH AT BEGINNING OF PERIOD		304,709			5,486,210
CASH AT END OF PERIOD	$	~~539~~632,~~327~~975		$	53,~~825~~469,~~984~~076
Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	12,~~093~~017,~~515~~134
Cash paid for income taxes	$	–		$	–
Non-cash transactions
Stock issued for conversion of notes payable	$	–		$	~~300~~1,~~000~~032,661
Increase in borrowings from interest expense	$	1,264,015		$	–
Preferred share dividends	$	–		$	3,094,545
Increase in borrowings from interest expense	$	2,628,078		$	–

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

EBET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN

Organization

EBET, Inc. (“EBET” or “the Company”) was formed on September 24, 2020 as a Nevada corporation. EBET is a technology company operating platforms focused on igaming including casino, sportsbook and esports events. The Company operates under an operating services agreement with Aspire Global plc (“Aspire”) allowing EBET to provide online betting services to various countries around the world.

Acquisition of the B2C business of Aspire Global plc

On October 1, 2021, the Company, and Esports Product Technologies Malta Ltd. (“Esports Malta”) entered into a Share Purchase Agreement (the “Acquisition Agreement”) with Aspire and various Aspire group companies to acquire all of the issued and outstanding shares of Karamba Limited. The Acquisition Agreement closed on November 29, 2021. The total acquisition price was €65,000,000 paid as follows: (i) cash amount of €50,000,000; (ii) €10,000,000, payable in accordance with the terms of an unsecured subordinated promissory note (the “Note”); and (iii) shares of Company common stock, which are valued at €5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement (the “Exchange Shares”).

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain equity or debt financings to continue operations. The Company has a history of and expects to continue to report negative cash flows from operations and a net loss. The Company's forecasts for 2024 and beyond indicate that it will need additional funding in order to have sufficient financial resources to continue to settle its debts as they fall due. The Company has taken significant measures in an attempt to increase the profitability of its business in the short term. These actions include optimizing the efficiency of marketing campaigns, reducing the total number of employees and contractors, terminating software and other immaterial contracts as well as generally reducing the operating costs of the business. These efforts have also resulted in an increased focus on the Company’s i-gaming business and a significant reduction in the investment of the Company’s esports products and technologies, which resulted in the recognition of an impairment losses on certain goodwill, intangible assets and fixed assets in prior periods. As a result of the Company’s actions as referenced above, it does not expect to launch its esports products in the foreseeable future. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company ~~may~~could seek but is unlikely to seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved. The Company has entered into a Fourth Amendment to Credit Agreement (“Amendment No 4.”) pursuant to which, among other items, the maximum available amount of the Revolving Loan was increased to $11.0 million and the Company will largely rely on the availability under this discretionary Revolving Loan to continue operations.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~8

~~The~~NOTE ~~significant~~2 ~~accounting~~– ~~policies~~SUMMARY ~~followed~~OF ~~in the~~SIGNIFICANT ~~preparation of the consolidated financial statements are as follows:~~ACCOUNTING POLICIES

~~Basis~~The significant accounting policies followed in the preparation of ~~Presentation~~the unaudited consolidated financial statements are as follows:

~~The~~Basis ~~accompanying unaudited financial statements~~ of ~~the~~Presentation ~~Company, include the accounts of the Company~~ and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended December 31, 2023, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2023 included in our Form 10-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation.Consolidation

~~Certain~~The ~~reclassifications~~accompanying unaudited consolidated financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been ~~made~~prepared toin ~~prior~~accordance ~~period~~with ~~amounts~~generally toaccepted ~~conform~~accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the ~~current~~condensed financial statements not misleading. Operating results for the three and six months ended March 31, 2024, are not necessarily indicative of the final results that may be expected for the year ~~presentation~~ended September 30, 2024. For more complete financial information, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2023 included in our Form 10-K filed with the SEC. Notes to the unaudited consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation.

8Certain reclassifications have been made to prior period amounts to conform to the current year presentation.

~~Accounts~~Use ~~Receivable~~of Estimates

~~Accounts~~The ~~receivables~~preparation ~~are~~of ~~recorded~~the atfinancial statements in ~~amortized~~conformity ~~cost,~~with ~~less~~generally ~~any~~accepted ~~allowance~~accounting ~~for~~principles ~~doubtful~~in ~~accounts~~the United States of America (“U.S. ~~Accounts~~GAAP”) ~~receivable~~requires ~~consists~~management to ~~primarily~~make ofestimates and assumptions that affect the reported amounts ~~due~~of ~~from~~assets ~~our~~and ~~platform provider.~~liabilities ~~The~~and ~~receivable~~disclosure ~~balance~~of ~~owed~~contingent toassets and liabilities at the ~~Company~~dates ~~represents~~of the ~~net~~financial ~~amount~~statements ~~owed~~and tothe reported amounts of expenses during the ~~Company~~reporting byperiods. ~~Aspire~~Making ~~related~~estimates requires management to exercise judgment. It is at least reasonably possible that the ~~strategic~~ ~~agreement~~estimate ~~for~~of the ~~Company’s~~effect ~~i-gaming~~of ~~platform~~a ~~and~~condition, issituation or ~~stated~~set of circumstances that existed at ~~historical~~the ~~cost~~date ~~less~~of ~~any~~the ~~allowance~~financial ~~for~~statements, ~~doubtful~~which management considered in formulating its estimate ~~accounts.~~could ~~The~~change ~~allowance~~in ~~for~~the ~~doubtful~~near ~~accounts~~term ~~was~~due ~~$0 as~~to ofone ~~December~~or ~~31,~~more ~~2023~~future ~~and~~confirming ~~September~~events. 30Accordingly, ~~2023~~actual results could differ significantly from those estimates.

~~Intangible~~Cash and ~~Assets~~Cash Equivalents

~~The~~Cash ~~Company’s intangible assets consist primarily of customer relationships, trademarks~~ and ~~internet domain~~cash ~~names.~~equivalents ~~Certain~~include ~~intangible assets have a defined useful life and others are classified as indefinite~~short-~~lived~~term ~~intangible assets. Other intangible assets with a defined useful life are amortized over their~~investments ~~estimated useful economic lives on a straight-line basis. An intangible asset~~ with anoriginal ~~indefinite~~maturities ~~useful~~of ~~life~~90 isdays ~~not amortized but assessed for impairment annually,~~ or ~~more~~less ~~frequently,~~at ~~when~~the ~~events~~date orof ~~changes~~purchase. inThe ~~circumstances~~recorded ~~occur~~value ~~indicating~~of ~~that~~our itcash isand ~~more~~cash ~~likely~~equivalents ~~than not~~approximates ~~that~~their ~~the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its~~ fair value. ~~In testing for impairment~~Periodically, the Company ~~has~~may ~~the~~carry ~~option~~cash tobalances ~~first~~at ~~perform~~financial ainstitutions ~~qualitative~~in ~~assessment~~excess toof ~~determine~~the ~~whether~~federally itinsured ~~is more likely than not that an impairment~~limit ~~exists.~~of ~~If it is determined that it is more likely than not that an impairment exists~~$250, ~~a quantitative impairment test is not necessary~~000. If ~~the~~The ~~Company~~amount ~~concludes~~in ~~otherwise,~~excess ~~it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis~~ of the ~~asset.~~FDIC ~~Subsequent~~insurance ~~reversal~~as of ~~impairment~~March ~~losses~~31, is2024 ~~not~~was ~~permitted~~$311,337.

~~Impairment~~Accounts Receivable ofand ~~Long-Lived~~Allowance ~~Assets~~for Credit Losses

~~Long-lived~~Accounts ~~assets~~receivables ~~consist~~are ofrecorded ~~software~~at ~~and equipment,~~amortized ~~finite-lived~~cost, ~~acquired~~less ~~intangible~~any ~~assets,~~allowance ~~such~~for ascredit ~~license~~losses. ~~agreements,~~Accounts ~~and~~receivable ~~indefinite-lived~~consists ~~assets~~primarily ~~such~~of asamounts ~~internet~~due ~~domain~~from ~~names~~our platform provider. ~~Long-lived~~The receivable ~~assets~~balance ~~are~~owed ~~tested~~to ~~for~~the ~~recoverability~~Company ~~whenever~~represents ~~events~~the ornet ~~changes~~amount inowed ~~business~~to ~~circumstances~~the ~~indicate~~Company ~~that~~by Aspire related to the ~~carrying~~strategic ~~amount~~agreement offor the ~~asset~~Company’s ~~may~~i-gaming ~~not~~platform beand ~~fully~~is ~~recoverable~~stated at historical cost less any allowance for doubtful accounts. ~~Impairment~~The ~~expense~~Company isrecognizes ~~recognized~~an allowance for losses on accounts receivable in an amount equal to the ~~extent~~estimated probable losses net of recoveries. The allowance is based on an ~~asset’s~~analysis ~~expected~~of historical ~~undiscounted~~bad debt experience, current receivables aging, and expected future ~~cash~~bad ~~flows~~debts, as well as an assessment of specific identifiable ~~are~~customer ~~less~~accounts ~~than~~considered ~~the~~at ~~asset~~risk or uncollectible. The allowance for credit losses was $0 as of March 31, 2024 and September 30, 2023. The Company’s ~~carrying~~receivables ~~amount~~are all from a single customer as of March 31, 2024 and September 30, 2023.

~~Liabilities~~Intangible ~~to Users~~Assets

The Company’s ~~records~~intangible ~~liabilities~~assets ~~for~~consist primarily ~~user~~of ~~account~~customer relationships, trademarks and internet domain names. Certain intangible assets have a defined useful life and ~~balances~~others atare classified as indefinite-lived intangible assets. Intangible assets with a ~~given~~defined ~~reporting~~useful ~~period~~life ~~based~~are amortized over their estimated useful economic lives on ~~deposits~~a ~~made~~straight-line bybasis. ~~players~~An ~~either~~intangible toasset ~~the~~with ~~Company~~an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the ~~sales~~indefinite-lived asset ~~affiliate~~is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, ~~less~~the ~~any~~Company ~~losses~~has onthe option ~~wagers~~to ~~and~~first ~~payout~~perform ~~made~~a qualitative assessment to ~~players~~determine whether it is more likely than not that an impairment exists. ~~Liabilities~~If toit ~~users~~is ~~amounts~~determined that ~~are~~it is more likely than not ~~required~~that toan beimpairment ~~backed~~exists, bya ~~cash~~quantitative ~~reserves~~impairment oftest is not necessary. If the Company. ~~The~~concludes ~~user~~otherwise, ~~balances~~it ~~are~~is ~~maintained~~required byto perform a quantitative impairment test. To the ~~Company’s~~extent ~~third-party~~an ~~platform~~impairment ~~provider~~loss is recognized, ~~and~~the loss establishes the ~~Company~~new cost ~~has~~basis anof the asset. Subsequent reversal of animpairment ~~equivalent~~losses ~~amount~~is ~~included within~~not ~~Prepaid~~permitted. ~~expense~~The ~~and~~Company ~~other~~did ~~current~~not ~~assets~~recognize any impairment losses on intangible assets during the ~~Company’s~~six ~~consolidated~~months ~~balance~~ended ~~sheets~~March 31, 2024 and 2023.

~~Revenue Recognition~~9

~~The~~Goodwill Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Revenue is recognized based on the following five step model:

·Goodwill ~~Identification~~represents the excess of the ~~contract~~purchase price ~~with~~over athe ~~customer~~fair ·value ~~Identification~~ of ~~the~~assets ~~performance~~acquired ~~obligations~~and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the ~~contract~~carrying ·amount ~~Determination~~may ofbe ~~the~~impaired. ~~transaction~~When ~~price~~assessing ·goodwill ~~Allocation~~for ofimpairment, the ~~transaction~~Company uses ~~price~~qualitative toand ~~the~~if ~~performance~~necessary, ~~obligations~~quantitative methods in ~~the~~accordance ~~contract~~with ·Financial ~~Recognition~~Accounting ofStandards ~~revenue~~Board ~~when~~(“FASB”) Accounting Standards Codification (“ASC”) Topic 350, orGoodwill. asThe Company also considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and estimates, including the Company’s ~~satisfies~~future afinancial performance, ~~obligation~~weighted average cost of capital and interpretation of currently enacted tax laws.

9Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its book value, an unanticipated change in competition of the Company’s market share and a significant change in the Company’s strategic plans. The Company did not recognize any impairment losses on goodwill during the six months ended March 31, 2024 and 2023.

NoImpairment ~~single customer accounted for more than 10%~~ of ~~revenue~~Long-Lived ~~for the three months ended December 31, 2023 or 2022. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue.~~Assets

iLong-~~gaming,~~lived orassets ~~online~~consist ~~casino,~~of ~~typically~~software ~~includes~~and equipment, ~~digital~~finite-lived ~~versions~~acquired ofintangible ~~wagering~~assets, ~~games~~such ~~available~~as inlicense ~~land~~agreements, and indefinite-~~based~~lived ~~casinos,~~assets such as ~~blackjack,~~internet ~~roulette~~domain ~~and slot machines~~names. ~~For~~Long-lived assets ~~these~~are ~~offerings, the~~tested ~~Company~~for ~~functions~~recoverability ~~similarly~~whenever toevents ~~land-based~~or ~~casinos,~~changes ~~generating~~in ~~revenue~~business ~~through~~circumstances ~~casino~~indicate ~~hold,~~that asthe ~~users~~carrying ~~play~~amount ~~against~~of the ~~house~~asset may not be fully recoverable. ~~i-gaming revenue~~Impairment expense is ~~generated~~recognized ~~from~~to ~~user~~the ~~wagers~~extent ~~net~~an ofasset’s ~~payouts~~expected ~~made~~undiscounted onfuture ~~users’~~cash ~~winning~~flows are ~~wagers~~less ~~and~~than ~~incentives~~the ~~awarded~~asset’s tocarrying ~~users~~amount.

~~Sportsbook~~Liabilities or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to ~~users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users.~~Users

~~Performance~~The ~~Obligations~~Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. The user balances are maintained by the Company’s third-party platform provider, and the Company has an asset of an equivalent amount included within Prepaid expenses and other current assets on the Company’s unaudited consolidated balance sheets.

~~The~~Revenue Company owns an online betting platform allowing users to bet on a variety of i-gaming or casino-style games online. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. The performance obligation is satisfied once the event wagered on has been completed. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.Recognition

~~Transaction~~The ~~Price~~Company ~~Considerations~~recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Revenue is recognized based on the following five step model:

~~Variability~~· inIdentification of the ~~transaction~~contract ~~price~~with ~~arises~~a ~~primarily due~~customer to· ~~market-based~~Identification ~~pricing,~~of ~~cash~~the ~~discounts,~~performance ~~revenue~~obligations ~~sharing~~in ~~and~~the ~~usage-based~~contract ~~fees.~~· ~~The~~Determination ~~Company~~of ~~offers~~the ~~loyalty~~transaction ~~programs,~~price ~~free~~· ~~plays,~~Allocation ~~deposit bonuses,~~of ~~discounts,~~the ~~rebates~~transaction ~~and~~price ~~other rewards and incentives~~ to ~~its~~the ~~customers.~~performance ~~Revenue~~obligations ~~for~~in ~~Sportsbook~~the ~~and~~contract ~~i-gaming~~· isRecognition ~~collected~~of ~~prior to~~revenue ~~the~~when, ~~contest~~ or ~~event~~as, ~~and is fixed once~~ the ~~outcome~~Company issatisfies ~~known.~~a ~~Prizes~~performance ~~paid and payouts made to users are recognized when awarded to the player.~~obligation

~~Cost~~No single customer accounted for more than 10% of ~~Revenue~~revenue for the three and six months ended March 31, 2024 or 2023. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue.

~~Cost~~i-gaming, ofor ~~revenue~~online ~~consists~~casino, typically includes digital versions of ~~third~~wagering games available in land-~~party~~based ~~costs~~casinos, such as blackjack, roulette and slot machines. For these offerings, ~~associated~~the ~~with~~Company functions similarly to land-based casinos, generating revenue through casino hold, as users play against the ~~betting~~house. ~~software~~i-gaming revenue ~~platform~~is generated from user wagers net of payouts made on users’ winning wagers and ~~gaming~~incentives ~~taxes~~awarded to users.

~~Sales and Marketing Expenses~~10

~~Sales~~Sportsbook ~~and~~or ~~marketing~~sports ~~expenses~~betting ~~consist~~involves ~~primarily~~a user wagering ofmoney ~~expenses~~on ~~associated~~an ~~with~~outcome ~~amounts~~or ~~paid~~series toof ~~affiliates,~~outcomes ~~advertising~~occurring. ~~and~~When ~~related~~a ~~software,~~user’s ~~strategic~~wager ~~league~~wins, ~~and~~the ~~team~~Company ~~partnerships~~pays ~~and~~the ~~costs related~~user toa ~~free~~pre-determined toamount known ~~play~~as ~~contests,~~fixed ~~and~~odds. ~~the~~Sportsbook ~~compensation~~revenue ofis ~~sales~~generated ~~and~~by ~~marketing~~setting ~~personnel,~~odds ~~including~~such ~~stock-based~~that ~~compensation~~there ~~expenses. Variable~~is ~~commission~~a ~~fees~~built-in ~~are~~theoretical ~~paid~~margin toin ~~sales~~each ~~affiliates~~sports ~~based~~wagering opportunity onoffered ato ~~percentage~~users. ofSportsbook revenue is generated from ~~the~~users’ ~~affiliate.~~wagers ~~The~~net ~~commissions~~of ~~rebated to~~payouts ~~affiliates~~made ~~are~~on ~~recorded~~users’ aswinning awagers and ~~component~~incentives ofawarded ~~marketing~~to ~~expense~~users. ~~Advertising costs are expensed as incurred.~~

~~Product~~Performance ~~and Technology Expenses~~Obligations

~~Product~~The ~~and~~Company ~~technology~~owns ~~expenses~~an ~~consist~~online ~~primarily~~betting platform allowing ofusers ~~expenses~~to ~~which~~bet ~~are~~on ~~not~~a ~~subject~~variety toof ~~capitalization~~i-gaming or ~~otherwise~~casino-style ~~classified~~games ~~within~~online. ~~Cost~~Each ofwager ~~Revenue.~~placed ~~Product~~by ~~and~~users ~~Technology~~create ~~expenses~~a ~~include~~single performance obligation ~~software~~for ~~licenses,~~the ~~depreciation~~Company ofto ~~hardware~~administer ~~and~~each ~~software~~event ~~and~~wagered. ~~costs~~The ~~related~~performance toobligation is satisfied once the ~~compensation~~event wagered on has been completed. Gross gaming revenue is the aggregate of ~~product~~gaming wins and ~~technology~~losses ~~personnel, including stock-~~based ~~compensation~~on results of each event that customers wager bets on.

~~General~~Transaction ~~and~~Price ~~Administrative Expenses~~Considerations

~~General~~Variability ~~and~~in ~~administrative~~the ~~expenses~~transaction ~~include~~price ~~costs~~arises primarily ~~related~~due to ~~the~~market-based ~~compensation~~pricing, ofcash ~~the~~discounts, revenue sharing and usage-based fees. The Company’s ~~administrative~~offers ~~functions~~loyalty programs, ~~insurance~~free ~~costs~~plays, ~~professional~~deposit bonuses, ~~fees~~discounts, rebates and ~~consulting~~other ~~expense~~rewards and incentives to its customers. Revenue for Sportsbook and i-gaming is collected prior to the contest or event and is fixed once the outcome is known. Prizes paid and payouts made to users are recognized when awarded to the player.

10Cost of Revenue

~~Fair~~Cost ~~value~~of revenue consists of ~~financial~~third-party ~~instruments~~costs associated with the betting software platform and gaming taxes.

~~The~~Sales ~~Company discloses fair value measurements for financial~~ and ~~non-financial~~Marketing assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.Expenses

~~The~~Sales ~~accounting~~and ~~standard~~marketing ~~establishes~~expenses aconsist ~~fair value~~primarily ~~hierarchy~~of ~~that~~expenses ~~prioritizes~~associated ~~observable~~with amounts paid to affiliates, advertising and ~~unobservable~~related ~~inputs~~software, ~~used~~strategic league and team partnerships and costs related to ~~measure~~free ~~fair~~to ~~value~~play ~~into~~contests, ~~three~~and ~~broad~~the ~~levels~~compensation of sales and marketing personnel, ~~which~~including stock-based compensation expenses. Variable commission fees are ~~described~~paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated ~~below:~~to affiliates are recorded as a component of marketing expense. Advertising costs are expensed as incurred.

~~Level~~Product 1:and ~~Quoted~~Technology ~~prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.~~Expenses

~~Level~~Product 2:and ~~Observable~~technology ~~prices~~expenses ~~that~~consist primarily of expenses which are ~~based~~not onsubject ~~inputs~~to capitalization or otherwise classified within cost of revenue. Product and technology expenses include ~~not~~software ~~quoted~~licenses, ondepreciation ~~active~~of ~~markets~~hardware ~~but~~and ~~are~~software ~~corroborated~~and bycosts ~~market~~related ~~data~~to the compensation of product and technology personnel, including stock-based compensation.

~~Level~~General 3:and ~~Unobservable~~Administrative ~~inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.~~Expenses

~~The~~General ~~following~~and ~~tables~~administrative ~~set~~expenses ~~forth~~include costs related to the ~~fair~~compensation ~~value~~ of the Company’s ~~financial~~administrative ~~assets and liabilities measured at fair value as of December 31~~functions, ~~2023~~insurance ~~and September 30~~costs, ~~2023~~professional ~~based~~fees ~~on the~~and ~~three-tier~~consulting ~~fair value hierarchy:~~expense.

Schedule of fair value of financial assets and liabilities

Fair Value Measurements at December 31, 2023

Level 1

Level 2

Level 3

Assets

Cash

539,327

–

Total assets

539,327

–

Liabilities

Senior Notes, net of discount

–

27,500,297

–

Revolving Note

–

3,704,347

–

Note due to Aspire

–

11,050,000

–

Convertible notes payable, net of discount

–

617,500

–

Other notes payable, net of discount

–

572,888

–

Total liabilities

–

43,445,032

–

Fair value of financial instruments

Fair Value Measurements at September 30, 2023

Level 1

Level 2

Level 3

Assets

Cash

304,709

–

Derivative asset

–

Total assets

304,709

–

Liabilities

Senior Notes, net of discount

–

26,350,630

–

Revolving Note

–

1,690,000

–

Note due to Aspire

–

10,594,000

–

Convertible notes payable, net of discount

–

617,500

–

Other notes payable, net of discount

–

559,597

–

Total liabilities

–

39,811,727

–

The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

~~Foreign~~The ~~Currency~~accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

~~The~~Level ~~Company’s~~1: ~~reporting~~Quoted ~~currency~~prices is(unadjusted) ~~the~~in active ~~U.S.~~markets ~~Dollar.~~that ~~Certain subsidiaries of the Company have a functional currency other than the U.S. Dollar, and~~ are ~~translated~~accessible toat the ~~Company’s reporting~~measurement ~~currency at each reporting~~ date. ~~Non-monetary~~for ~~items are translated at historical rates. Monetary~~ assets ~~and~~or liabilities ~~are translated from British pounds and Euro into U~~.S. ~~Dollars,~~The atfair ~~the~~value ~~period-end~~hierarchy ~~exchange~~gives ~~rate, while foreign currency expenses are translated at~~ the ~~exchange~~highest ~~rate~~priority ~~in effect on the date of the transaction. The net effect of translation is reflected as other comprehensive income.~~to ~~The~~Level ~~gains~~1 ~~or losses on transactions denominated in currencies other than an entity’s functional currency are included in the consolidated statement of operations~~inputs.

~~Goodwill~~Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data.

~~Goodwill~~Level ~~represents~~3: ~~the~~Unobservable ~~excess~~inputs ofare ~~the~~used ~~purchase price~~when ~~over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever~~little ~~events~~ or ~~changes~~no inmarket ~~circumstances~~data ~~indicate~~is ~~that the carrying amount may be impaired~~available. ~~When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill.~~ The ~~Company~~fair ~~also considers its enterprise~~ value ~~and~~hierarchy ifgives ~~necessary, discounted cash flow model, which involves assumptions and estimates, including~~ the ~~Company’s future~~lowest ~~financial~~priority ~~performance,~~to ~~weighted~~Level ~~average~~3 ~~cost of capital and interpretation of currently enacted tax laws~~inputs.

~~Circumstances~~The ~~that~~Company ~~could~~does ~~indicate~~not ~~impairment~~have ~~and require~~any ~~the~~assets ~~Company~~or toliabilities that ~~perform~~are arequired ~~quantitative~~to ~~impairment~~be ~~test~~measured ~~include~~and arecorded ~~significant~~at ~~decline~~fair invalue ~~the~~on ~~Company’s~~a ~~financial~~recurring ~~results, a~~basis. ~~significant~~The ~~decline~~carrying invalue of the Company’s ~~enterprise~~cash, ~~value~~accounts receivable, ~~relative~~accounts topayable ~~its~~and ~~book~~borrowings ~~value,~~under anits ~~unanticipated~~credit ~~change~~facilities inand ~~competition~~other ofnotes ~~the Company’s~~payable ~~market~~approximate ~~share~~their ~~and~~fair avalue ~~significant~~due ~~change~~to in the short-term ~~Company’s~~nature ~~strategic~~of ~~plans~~the instruments.

~~Embedded~~Foreign ~~Conversion~~Currency ~~Features~~

The Company’s ~~evaluates~~reporting ~~embedded~~currency ~~conversion~~is ~~features~~the ~~within~~U.S. ~~convertible~~Dollar. ~~debt~~Certain ~~under~~subsidiaries ~~ASC~~of ~~815 “Derivatives and Hedging” to determine whether~~ the ~~embedded~~Company ~~conversion~~have ~~feature(s) should be bifurcated from the host instrument and accounted for as~~ a ~~derivative~~functional atcurrency ~~fair~~other ~~value~~than ~~with~~the ~~changes in fair value recorded in earnings~~U. IfS. ~~the~~Dollar, ~~conversion~~and ~~feature~~are ~~does~~translated ~~not~~to ~~require derivative treatment under ASC 815,~~ the ~~instrument is evaluated under ASC 470-20 “Debt~~Company’s ~~with~~reporting ~~Conversion~~currency ~~and~~at ~~Other~~each ~~Options~~reporting date.” ~~Under the ASC 470~~Non-~~20,~~monetary anitems ~~entity~~are ~~must~~translated ~~separately~~at ~~account~~historical ~~for~~rates. ~~the~~Monetary ~~liability~~assets and ~~equity~~liabilities ~~components~~are oftranslated ~~the~~from ~~convertible~~British ~~debt~~pounds ~~instruments~~and ~~that~~Euro ~~may~~into beU.S. ~~settled~~Dollars, ~~entirely~~at ~~or partially in cash upon conversion in a manner that reflects~~ the ~~issuer’s economic interest cost. The effect of ASC 470~~period-20end onexchange ~~the~~rate, ~~accounting~~while ~~for~~foreign ~~our~~currency ~~convertible~~expenses ~~debt~~are ~~instruments~~translated at ~~is that~~ the ~~equity~~exchange ~~component~~rate ~~is required to be included~~ in ~~the~~effect ~~additional paid-in capital section of stockholders’ equity~~ on the ~~consolidated~~date ~~balance sheets and the value~~ of the ~~equity~~transaction. ~~component~~The isnet ~~treated~~effect ~~as original issue discount for purposes~~ of ~~accounting~~translation ~~for the debt component of the notes. As a result, the Company~~ is ~~required~~reflected ~~to record non-cash interest expense~~ as aother ~~result~~comprehensive ~~of the amortization of the discounted carrying value~~income of(loss). ~~the~~The ~~convertible~~gains ~~debt~~or tolosses ~~their~~on ~~face~~transactions ~~amount~~denominated ~~over~~in ~~the~~currencies ~~term~~other ofthan ~~the~~an ~~convertible~~entity’s ~~debt.~~functional Wecurrency ~~report~~are ~~higher~~included ~~interest expense~~ in ~~our financial~~ ~~results because ASC 470-20 requires interest to include both~~ the ~~current~~unaudited ~~period’s~~consolidated ~~amortization~~statements of ~~the debt discount and the instrument’s coupon interest~~operations.

~~Recently~~Embedded ~~Issued~~Conversion ~~Accounting Pronouncements~~Features

~~From~~The ~~time~~Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to ~~time,~~determine ~~new~~whether ~~accounting~~the ~~pronouncements~~embedded conversion feature(s) ~~are~~should ~~issued~~be bybifurcated from the ~~Financial~~host ~~Accounting~~instrument ~~Standard~~and ~~Board~~accounted (for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “~~FASB~~Debt with Conversion and Other Options.”) orUnder ~~other~~ASC ~~standard~~470-20, ~~setting~~an ~~bodies~~entity ~~that~~must separately account for the ~~Company~~liability ~~adopts~~and asequity components of the ~~specified~~convertible ~~effective~~debt ~~date~~instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The ~~Company~~effect ~~does~~of ~~not~~ASC ~~believe~~470-20 on the accounting for convertible debt instruments is that the ~~impact~~equity component is required to be included in the additional paid-in capital section of ~~recently~~stockholders’ ~~issued~~deficit ~~standards~~on ~~that~~the ~~are~~unaudited ~~not~~consolidated ~~yet~~balance ~~effective~~sheets and ~~will~~the ~~have~~value of the equity component is treated as an original issue discount for purposes of accounting for the debt component of the notes. As a ~~material~~result, ~~impact~~the onCompany is required to record non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible debt to their face amount over the term of the convertible debt. The Company’s ~~financial~~reports ~~position~~higher orinterest expense in its financial results because ASC 470-20 requires interest to include both the current period’s amortization of ~~operations~~the ~~upon~~debt ~~adoption~~discount and the instrument’s coupon interest.

~~NOTE~~Recently 3Issued –Accounting ~~BORROWINGS~~ Pronouncements

~~The~~From ~~following~~time isto atime, ~~summary~~new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of ~~borrowings~~the ~~outstanding~~specified effective date. The Company does not asbelieve atthat ~~December~~the ~~31,~~impact ~~2023~~of ~~and~~recently ~~September~~issued ~~30,~~standards ~~2023:~~ that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

Schedule of borrowings outstanding
						December 31, 2023
	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Issuance costs		Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD		USD
Senior Note		16.5%	USD		27,500,297		27,500,297		–			–		27,500,297		–
Revolving Note		16.5%	USD		3,704,347		3,704,347		–			–		3,704,347		–
Note due to Aspire		10%	EUR		10,000,000		11,050,000		–			–		11,050,000		2,358,233
Convertible notes		10%	USD		617,500		617,500		–			–		617,500		62,681
Other		0%	USD		675,000		675,000		(102,112	)		–		572,888		–
Total borrowings							43,547,144		(102,112	)		–		43,445,032		2,420,914
Current														42,872,144		2,420,914
Long-term														572,888		–
Total borrowings														43,445,032		2,420,914

12NOTE 3 – BORROWINGS

						September 30, 2023
	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Issuance costs		Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD		USD
Senior Note		15.0%	USD		26,350,630		26,350,630		–			–		26,350,630		–
Revolving Note		15.0%	USD		1,690,000		1,690,000		–			–		1,690,000		–
Note due to Aspire		10%	EUR		10,000,000		10,594,000		–			–		10,594,000		2,049,029
Convertible notes		10%	USD		617,500		617,500		–			–		617,500		62,681
Other		0%	USD		675,000		675,000		(115,403	)		–		559,597		–
Total borrowings							39,927,130		(115,403	)		–		39,811,727		2,111,710
Current														39,252,130		2,111,710
Long-term														559,597		–
Total borrowings														39,811,727		2,111,710

The following is a summary of borrowings outstanding as at March 31, 2024 and September 30, 2023:

Senior Notes

Schedule of borrowings outstanding
	March 31, 2024
	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD
Senior Note		16.5%	USD	$	28,663,302	$	28,663,302	$	–		$	28,663,302	$	–
Revolving Note		16.5%	USD		6,005,405		6,005,405		–			6,005,405		–
Note due to Aspire		10%	EUR		10,000,000		10,811,000		–			10,811,000		2,685,373
Convertible notes		10%	USD		617,500		617,500		–			617,500		62,681
Other		0%	USD		675,000		675,000		(88,528	)		586,472		–
Total borrowings						$	46,772,207	$	(88,528	)	$	46,683,679	$	2,748,054

Current											$	46,097,207	$	2,748,054
Long-term												586,472		–
Total borrowings											$	46,683,679	$	2,748,054

On November 29, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to the Company of $30,000,000 (the “Loan”). The Loan bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Loan at a rate equal to 14.0% per annum, plus (2) payable-in-kind interest (“PIK Interest”) on the unpaid principal amount of the Loan at a rate equal to 1.0% per annum. The Company paid to Lender on the closing date a non-refundable origination fee in an amount equal to $750,000.

	September 30, 2023
	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD
Senior Note		15.0%	USD	$	26,350,630	$	26,350,630	$	–		$	26,350,630	$	–
Revolving Note		15.0%	USD		1,690,000		1,690,000		–			1,690,000		–
Note due to Aspire		10%	EUR		10,000,000		10,594,000		–			10,594,000		2,049,029
Convertible notes		10%	USD		617,500		617,500		–			617,500		62,681
Other		0%	USD		675,000		675,000		(115,403	)		559,597		–
Total borrowings						$	39,927,130	$	(115,403	)	$	39,811,727	$	2,111,710

Current											$	39,252,130	$	2,111,710
Long-term												559,597		–
Total borrowings											$	39,811,727	$	2,111,710

~~The~~ Senior Note matures in 36 months, provided that the Company may receive two 12-month extensions of the maturity date by paying to the Lender (1) an extension fee equal to 1.0% of the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses for appraisals, collateral exams and audits, and legal counsel. The foregoing extension right is subject to, among other items, (i) the Loan not being in default, (ii) the representations and warranties contained in Credit Agreement being true and correct; and (iii) the Lender granting its written approval thereof in its sole discretion. Notes

~~The~~On ~~Senior~~November ~~Note~~29, ~~may~~2021, ~~be prepaid by~~ the Company at ~~any~~entered ~~time.~~into a Incredit ~~addition,~~agreement (the “Credit Agreement”) ~~provides~~with ~~that~~CP inBF ~~the~~Lending, ~~event~~LLC ~~there~~(“Lender”), ~~shall~~pursuant beto ~~excess~~which ~~cash~~the ~~flow~~Lender ~~from~~agreed to ~~the~~make ~~Aspire~~a ~~Business~~single ~~(as such~~loan ~~concept~~to isthe ~~defined~~Company inof $30,000,000 (the ~~Credit Agreement~~“Loan”). ~~for~~The ~~any~~Loan ~~calendar~~bears ~~month,~~interest ~~commencing~~on ~~with~~ the ~~month~~unpaid ~~ended~~principal ~~December~~amount ~~31,~~at a ~~2022,~~rate ~~the~~per ~~Company shall~~annum ~~apply~~equal ato ~~portion~~15.0% ofas ~~such~~follows: ~~excess~~(1) cash ~~flow~~interest ~~amount~~on ~~to prepay~~ the ~~outstanding~~unpaid principal ~~balance~~amount of the Loan; ~~provided~~at ~~that~~a norate ~~such~~equal ~~prepayment~~to 14.0% per ~~shall~~annum, beplus ~~required~~(2) ~~once~~payable-in-kind interest (“PIK Interest”) on the unpaid principal ~~balance~~amount of the Loan ~~has~~at ~~been~~a ~~reduced~~rate equal to 1.0% per annum. The Company paid to Lender on the closing date a non-refundable origination fee in an amount equal to $15750,000~~,000~~.

The Credit Agreement requires the Company to meet certain financial covenants. The Loan is secured by all of the assets of the Company and its subsidiaries. The Loan may be accelerated by the Lender upon an event of default, which in addition to customary events of default include: (i) if (1) any of the Company or its subsidiaries shall fail to maintain in full force and effect any gaming approval (as defined in the Credit Agreement) required for the operation of its business or (2) any gaming regulator shall impose any condition or limitation on any of the foregoing entities that could be reasonably expected to have a material adverse effect; or (ii) the suspension from trading or failure of the Company’s common stock to be trading or listed on the Nasdaq exchange for a period of three consecutive trading days.13

AsThe ofSenior ~~March~~Note ~~31,~~matures ~~2022~~in 36 months, provided that the Company ~~had~~may ~~not~~receive ~~maintained compliance~~two ~~with~~12-month ~~the~~extensions ~~covenants~~ of the ~~Senior~~maturity ~~Notes~~date ~~and~~by ~~obtained~~paying ato ~~waiver~~the ~~from~~Lender ~~its~~(1) ~~lender~~an ~~which~~extension ~~waiver~~fee ~~was~~equal ~~contingent~~to on1.0% of the ~~completion~~ unpaid principal balance of anthe ~~equity~~Loan ~~raise~~as of ~~$3.5~~the ~~million,~~date ~~which~~of ~~was~~such ~~completed~~extension, inand ~~June~~(2) ~~2022.~~all Inreasonable ~~consideration~~and ~~for~~documented ~~obtaining~~out-of-pocket afees ~~waiver~~and expenses ~~from~~paid ~~the~~or ~~compliance~~incurred ~~with certain~~by ~~covenants~~Lender, ~~the~~in ~~Company~~each ~~agreed~~case toin ~~amend~~connection with the ~~Senior~~extension ~~Notes~~request, ~~such~~including ~~that~~but $5not ~~million~~limited ofto ~~principal~~fees ~~loan~~and ~~balance~~expenses for ~~becomes~~appraisals, ~~convertible~~collateral ~~at $107.40~~exams ~~per~~and ~~share~~audits, ~~commencing~~and ~~after~~legal ~~the~~counsel. ~~Company~~The ~~raises~~foregoing ~~the~~extension $5right is subject to,~~000,000~~ ofamong ~~common~~other ~~equity~~items, (~~including~~i) the Loan ~~foregoing~~not ~~$3.5~~being ~~million~~in default, (ii). Onthe ~~February 2,~~representations ~~2023,~~and warranties contained in the ~~conversion~~Credit ~~option~~Agreement ~~became~~being ~~exercisable~~true ~~upon~~and ~~closing~~correct; ofand (iii) the ~~offering~~Lender ~~that~~granting ~~generated~~its ~~$6,500,000~~written ofapproval ~~gross~~thereof ~~proceeds~~in its sole discretion.

13The Senior Note may be prepaid by the Company at any time. In addition, the Credit Agreement provides that in the event there shall be excess cash flow from the Aspire Business (as such concept is defined in the Credit Agreement) for any calendar month, commencing with the month ended December 31, 2022, the Company shall apply a portion of such excess cash flow amount to prepay the outstanding principal balance of the Loan; provided that no such prepayment shall be required once the unpaid principal balance of the Loan has been reduced to $15,000,000.

InThe ~~connection~~Credit ~~with~~Agreement ~~the~~requires ~~Loan,~~ the Company ~~issued the Lender a warrant (the “Lender Warrant”)~~ to ~~purchase 52,262 shares of Company common stock at an initial exercise price~~meet ofcertain ~~$750~~financial ~~per~~covenants. ~~share~~The ~~expiring~~Loan onis ~~the~~secured ~~earlier~~by toall ~~occur~~ of ~~(i) five years following~~ the ~~issue~~assets ~~date or (ii) the second anniversary~~ of the ~~satisfaction of all obligations of the~~ Company ~~under~~and ~~the~~its ~~Credit Agreement~~subsidiaries. The ~~exercise~~Loan ~~price~~may isbe ~~subject~~accelerated by tothe ~~appropriate~~Lender ~~adjustment~~upon inan ~~the~~ event of ~~certain~~ ~~stock dividends and distributions~~default, ~~stock~~which ~~splits,~~in ~~stock~~addition ~~combinations,~~to ~~reclassifications~~customary ~~or similar~~ events ~~affecting the Company’s common stock. In addition, the exercise price~~ of ~~the~~default ~~Lender~~include: ~~Warrant is subject to “weighted-average” anti-dilution protection for issuances by the Company below the exercise price~~ (~~other~~i) ~~than~~if ~~certain defined exempt issuances~~(1), ~~and,~~any ~~upon shareholder approval, which was received on February 9, 2022, the number~~ of ~~shares underlying~~ the ~~Lender~~Company ~~Warrant~~or ~~shall also be adjusted for issuances to which the~~its ~~“weighted-average”~~subsidiaries ~~anti-dilution~~shall ~~protection~~fail ~~applies. Pursuant~~ to ~~the~~maintain ~~foregoing anti-dilution provision,~~ in ~~connection~~full ~~with the~~force ~~$3.5 million offering completed in June 2022, the number of shares underlying the warrant increased to 55,152~~ and ~~the~~effect ~~exercise~~any ~~price was~~gaming ~~reduced~~approval to(as ~~$710.70.~~defined ~~Pursuant to the foregoing anti-dilution provision,~~ in ~~connection with~~ the ~~$6.5~~Credit ~~million~~Agreement) ~~offering~~required ~~completed~~for ~~in February 2023,~~ the ~~number of shares underlying the warrant increased to 77,082 and the exercise price was reduced to $508.50. The Lender will not~~ ~~have~~operation ~~the right to exercise any portion~~ of ~~the~~its ~~Lender~~business ~~Warrant~~or ~~if the Lender~~ (~~together with its affiliates~~2) ~~would~~any ~~beneficially~~gaming ~~own~~regulator inshall ~~excess of~~impose ~~4.99%~~any ofcondition ~~the~~or ~~number~~limitation ofon ~~shares~~any of ~~Company common stock outstanding immediately after giving effect to~~ the ~~exercise,~~foregoing asentities ~~such~~that ~~percentage~~could ~~ownership is determined in accordance with the terms of the Lender Warrant, which beneficial ownership amount, at the election of the Lender may~~ be ~~increased~~reasonably expected to ~~any~~have ~~other percentage not in excess of 19.99% as specified by the Lender. If~~ a ~~fundamental~~material ~~transaction~~adverse ~~occurs, then~~effect; ~~the~~or ~~successor~~(ii) ~~entity will succeed to, and be substituted for~~ the ~~Company,~~suspension ~~and~~from ~~will~~trading ~~assume~~or ~~all~~failure of the Company’s ~~obligations~~common ~~under~~stock ~~the~~to ~~Lender~~be ~~Warrant~~trading ~~with~~or ~~the~~listed ~~same~~on ~~effect as if such successor entity had been named in~~ the ~~Lender~~Nasdaq ~~Warrant~~exchange ~~itself.~~for Ona ~~December~~period ~~29, 2023,~~of ~~the~~three ~~Lender~~consecutive ~~agreed~~trading ~~to cancel all 77,082 outstanding common stock warrants it held~~days.

~~Between~~As ~~September~~of 2March 31, 2022, ~~and~~the ~~June~~Company ~~20,~~had ~~2023,~~not ~~the~~maintained ~~Lender~~compliance ~~provided~~with the ~~Company~~covenants ~~with~~of ~~multiple~~the ~~limited~~Senior ~~waivers~~Notes ofand ~~the~~obtained ~~Senior~~a ~~Note~~waiver ~~covenants~~from inits ~~exchange~~lender ~~for~~which ~~aggregate~~waiver ~~payments~~was contingent on the completion of an equity raise of $~~609~~3.5 million,~~558~~ which ~~were~~was ~~added~~completed toin ~~the~~June ~~principal~~2022. ~~amount~~In ofconsideration ~~the~~for ~~Senior~~obtaining ~~Note.~~a ~~During~~waiver ~~this~~from ~~period~~the compliance with certain covenants, the Company ~~made~~agreed ato ~~principal~~amend ~~repayment~~the ofSenior Notes such that $35,000,000 ~~which~~ ~~reduced~~of the ~~minimum~~principal ~~cash~~loan balance ~~requirement~~becomes ~~from~~convertible at $107.40 per share commencing after the Company raises the $5,000,000 toof common equity (including the foregoing $3.5 million). On February 2,~~000~~ 2023, the conversion option became exercisable upon closing of the offering that generated $6,500,000 of gross proceeds.

OnIn ~~June~~connection ~~30,~~with ~~2023,~~ the ~~Company~~Loan, the ~~subsidiaries of the~~ Company ~~and~~ issued the Lender ~~entered into~~ a ~~forbearance~~warrant ~~agreement~~ (the “~~Forbearance~~Lender ~~Agreement~~Warrant”). ~~Pursuant~~ to ~~the~~purchase ~~Forbearance Agreement~~52,262 ~~the~~shares of Company ~~acknowledged,~~common ~~among~~stock ~~other~~at ~~items,~~an ~~that,~~initial asexercise ~~June~~price of ~~30,~~$750 ~~2023,~~per itshare ~~was~~expiring inon ~~default under~~ the ~~Credit~~earlier ~~Agreement,~~to ~~the~~occur ~~Lender had~~of ~~the~~(i) ~~right~~five toyears ~~accelerate~~following the ~~Loan,~~issue ~~and~~date ~~the~~or ~~Lender~~(ii) ~~had~~ the ~~right~~second toanniversary ~~impose~~of the ~~default~~satisfaction of ~~rate~~all obligations of ~~interest~~the Company under the Credit Agreement. ~~Pursuant~~ The exercise price is subject to ~~the~~appropriate ~~Forbearance~~adjustment ~~Agreement,~~in the ~~Lender~~event ~~agreed~~of certain tostock ~~forbear~~dividends ~~from~~and ~~exercising~~distributions, ~~its~~stock ~~rights~~splits, ~~and~~stock ~~remedies~~combinations, ~~against~~reclassifications ~~the~~or ~~Company~~similar ~~and~~events affecting the Company’s ~~Guarantors~~common ~~under~~stock. In addition, the ~~Credit~~exercise ~~Documents~~price ~~until~~of the ~~earlier~~Lender ofWarrant ~~September~~is ~~15,~~subject ~~2023~~to or“weighted-average” aanti-dilution ~~termination~~protection for ~~event.~~issuances Aby ~~termination~~the ~~event~~Company ~~under~~below the ~~Forbearance Agreement~~exercise ~~consists~~price of(other ~~the~~than ~~filing~~certain ofdefined aexempt ~~bankruptcy~~issuances), ~~proceeding~~and, byupon ~~the~~shareholder ~~Company~~approval, orwhich was ~~any~~received ~~Guarantor~~on February 9, 2022, the ~~occurrence~~number of ashares ~~new~~underlying ~~event~~the ofLender ~~default under~~Warrant ~~the~~shall ~~Credit~~also ~~Agreement,~~be oradjusted ~~the~~for ~~failure~~issuances byto which the “weighted-average” ~~Company~~anti-dilution orprotection ~~any~~applies. ~~Guarantor~~Pursuant to ~~perform~~the ~~any~~foregoing ~~material~~anti-dilution ~~requirement~~provision, ~~covenant,~~in orconnection ~~obligation~~with ~~under~~ the ~~Forbearance Agreement~~$3.5 ~~During~~million ~~the~~offering ~~forbearance~~completed ~~period~~in June 2022, the ~~Lender~~number ~~agreed,~~of ~~among~~shares ~~other~~underlying ~~items,~~the ~~not~~warrant increased to ~~accelerate~~55,152 and the ~~Loan,~~exercise ~~initiate~~price ~~any~~was ~~bankruptcy~~reduced ~~filings,~~to or$710.70. ~~apply~~Pursuant ~~any~~to ~~default~~the ~~rates~~foregoing ofanti-dilution ~~interest.~~provision, Asin ~~partial~~connection ~~consideration~~with ~~for~~ the ~~Lender~~$6.5 ~~agreeing~~million tooffering ~~enter~~completed ~~into~~in ~~the Forbearance~~February ~~Agreement~~2023, the ~~Company~~number ~~paid~~of ashares ~~forbearance~~underlying ~~fee~~the ~~equal~~warrant increased to 77,082 and the exercise price was reduced to $508.50. ~~basis~~The ~~points~~Lender ofwill not have the ~~outstanding~~right ~~principal~~to ~~amount~~exercise any portion of the ~~Loan~~Lender Warrant if the Lender (ortogether ~~$130,425), which~~with ~~amount~~its ~~was~~affiliates) ~~added~~would tobeneficially ~~the~~own ~~principal~~in ~~balance~~excess of 4.99% of the ~~loan.~~number Inof ~~addition,~~shares onof ~~June~~Company ~~30,~~common ~~2023,~~stock ~~the~~outstanding ~~Company~~immediately ~~made~~after agiving ~~prepayment~~effect ofto the ~~Loan~~exercise, as such percentage ownership is determined in accordance with the ~~amount~~terms of ~~$2.0~~the ~~million~~Lender Warrant, which inbeneficial ~~turn~~ownership ~~reduced~~amount, at the ~~minimum~~election ~~cash~~of ~~balance~~the Lender ~~requirement~~may ~~under~~be ~~the~~increased ~~Credit~~to ~~Agreement~~any toother $0percentage not in excess of 19.99% Onas ~~September 15~~specified by the Lender. If a fundamental transaction occurs, then ~~2023~~the successor entity will succeed to, and be substituted for the Company, ~~the~~and ~~subsidiaries~~will assume all of the Company’s ~~and~~obligations under the Lender ~~entered~~Warrant ~~into~~with anthe ~~amendment~~same ~~number~~effect 1as toif ~~the~~such ~~Forbearance~~successor ~~Agreement (the~~entity ~~“Forbearance~~had ~~Amendment~~been ~~No.~~named ~~1”).~~in ~~The~~the ~~Forbearance~~Lender ~~Amendment~~Warrant Noitself. 1On ~~extended~~December 29, 2023, the ~~Forbearance~~Lender ~~Date~~agreed ~~from~~to ~~September~~cancel 15all 77,082 ~~2023 until~~outstanding ~~October~~common ~~31,~~stock ~~2023~~warrants it held.

On October 1, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the “Forbearance Amendment No. 2”). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding principal balance of the Loan and Revolving Note. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than 30 calendar days will constitute a Termination Event under the Forbearance Agreement as amended. On November 11, 2023, Lender provided the Company with an extension of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and on December 19, 2023, the Lender provided the Company with an additional extension of 40 days. Effective January 31, 2023, the Lender provided the Company with an additional extension of 90 days. Pursuant to Forbearance Amendment No. 2, the Company agreed that to the extent it receives net proceeds from or in connection with a judgment, settlement or other in or out of court resolution of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to the payments set forth in subsection (i)) in excess of $50.0 million.14

14Between September 2, 2022 and June 20, 2023, the Lender provided the Company with multiple limited waivers of the Senior Note covenants in exchange for aggregate payments of $609,558 which were added to the principal amount of the Senior Note. During this period, the Company made a principal repayment of $3,000,000 which reduced the minimum cash balance requirement from $5,000,000 to $2,000,000.

InOn ~~connection~~June ~~with~~30, 2023, the ~~Forbearance Agreement~~Company, the subsidiaries of the Company and the Lender ~~agreed~~entered into a forbearance agreement (the “Forbearance Agreement”). Pursuant to ~~provide~~the Forbearance Agreement, the Company ~~with~~acknowledged, aamong ~~revolving~~other ~~line~~items, ofthat, ~~credit~~as inJune ~~the~~30, ~~amount~~2023, ofit ~~$2.0~~was ~~million~~in (default under the ~~“Revolving~~Credit ~~Note”)~~Agreement, the Lender ~~with~~had ~~any~~the ~~advances~~right ~~under~~to accelerate the ~~Revolving~~Loan, ~~Note~~and tothe beLender ~~made~~had inthe right to impose the ~~sole~~default ~~discretion~~rate of interest under the ~~Lender~~Credit Agreement. Pursuant Onto ~~September~~the ~~29,~~Forbearance ~~2023~~Agreement, the Lender agreed to ~~increase~~forbear ~~the~~from ~~maximum~~exercising ~~available~~its ~~amount~~rights ofand ~~the~~remedies ~~Revolving~~against ~~Loan~~the toCompany ~~$4.0~~and the ~~million.~~Guarantors ~~The~~under ~~Company~~the ~~paid~~Credit ~~Lender~~Documents auntil ~~fee~~the earlier of ~~$40~~September 15,~~000 in~~ ~~connection~~2023 ~~with~~or ~~the~~a ~~increase~~Termination Event. ~~The~~A ~~Revolving~~Termination ~~Note~~Event ~~will~~under ~~have~~the aForbearance Agreement ~~maturity~~consists ~~date~~ of ~~November 29,~~the ~~2024~~filing ~~and~~of ~~carry~~a anbankruptcy ~~interest~~proceeding ~~rate~~by ofthe ~~15.0% per~~Company ~~annum~~or any Guarantor, ~~provided~~the ~~that~~occurrence ~~upon~~of ana ~~occurrence~~new event of default under the ~~interest~~Credit ~~rate~~Agreement, ~~will~~or ~~increase to~~ the ~~default~~failure ~~rate~~by ~~under~~ the ~~Loan.~~Company ~~The~~or ~~Revolving Note~~any ~~shall~~Guarantor beto anperform ~~Obligation~~any asmaterial ~~defined~~requirement, incovenant, or obligation under the ~~Credit~~Forbearance Agreement. ~~and~~During asthe ~~such~~forbearance ~~shall~~period, bethe ~~secured~~Lender byagreed, ~~the~~among ~~collateral~~other initems, ~~which~~not to accelerate the ~~Company~~Loan, ~~and~~initiate ~~the~~any ~~Guarantors~~bankruptcy ~~have~~filings, ~~granted~~or ~~liens~~apply ~~and~~any ~~security~~default ~~interests~~rates toof interest. As partial consideration for the Lender inagreeing ~~connection~~to ~~with~~enter into the ~~Loan.~~Forbearance Agreement, ~~All~~the ~~discretionary~~Company ~~advances~~paid ~~shall terminate~~a ~~automatically~~forbearance ~~and~~fee ~~all~~equal ~~outstanding~~to ~~principal~~50 ~~together~~basis ~~with~~points ~~accrued~~of ~~but~~the ~~unpaid~~outstanding ~~interest~~principal ~~and~~amount ~~fees~~of ~~shall~~the ~~become~~Loan ~~immediately~~(or ~~due~~$130,425), ~~and~~which ~~payable,~~amount ~~without~~was ~~notice~~added to orthe ~~action~~principal bybalance ~~any~~of ~~party~~the loan. In addition, on June 30, 2023, the ~~earlier~~Company made a prepayment of the ~~termination~~Loan in ~~date~~the amount of $2.0 million, which in turn reduced the ~~Forbearance~~minimum cash balance requirement under the Credit Agreement to $0. On September 15, or2023, the ~~maturity date~~Company, the subsidiaries of the ~~Revolving~~Company ~~Note,~~and ~~unless~~the ~~otherwise~~Lender ~~extended~~entered byinto an amendment number 1 to the ~~Lender~~Forbearance Agreement (the “Forbearance Amendment No. 1”). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.

~~Effective~~On October 1, 2023, the Company, ~~entered~~the subsidiaries of the Company and the Lender entered into an ~~amended~~amendment ~~and~~number ~~restated~~2 ~~note~~to ~~conversion~~the ~~option~~Forbearance ~~agreement~~Agreement (the “~~Option~~Forbearance ~~Agreement~~Amendment No. 2”). The ~~with~~Forbearance ~~the~~Amendment ~~Lender~~No. ~~Pursuant~~2 toextended the ~~Option~~Forbearance Date from October 31, ~~the~~ ~~Company~~2023 ~~agreed~~until June 30, 2025, and provides that ~~Lender~~instead ~~have~~of interest ~~the~~being ~~right~~payable tomonthly ~~convert~~in ~~any~~cash, ~~amounts~~such ~~due~~interest ~~pursuant~~shall accrue in arrears and can be added to the outstanding principal balance of the Loan and Revolving Note. The interest rate on the Loan and the Revolving Note ~~into~~was ~~shares~~increased ofto 16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than ~~common~~30 ~~stock~~calendar atdays will constitute a ~~conversion~~Termination ~~price~~Event ofunder $1the Forbearance Agreement as amended.25 ~~per~~On ~~share~~November 11, 2023, Lender provided the Company with ~~respect~~an toextension of the ~~initial~~Nasdaq ~~$5.0~~Capital ~~million~~Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and aton aDecember ~~conversion~~19, ~~price~~2023, the Lender provided the Company with an additional extension of $240 days.50 ~~per~~Effective January ~~share~~31, ~~with~~2024, ~~respect~~the toLender provided the ~~remaining~~Company ~~amounts~~with an additional extension of 90 days. InPursuant ~~addition~~to Forbearance Amendment No. 2, the Company agreed that to ~~file~~the extent it receives net proceeds from or in connection with a ~~registration~~judgment, ~~statement~~settlement ~~registering~~or ~~the~~other ~~resale~~in or out of ~~the~~ ~~shares~~court resolution of a commercial tort claim, the Company ~~common~~will: ~~stock~~(i) ~~underlying~~make a prepayment on the Loan ~~within~~or 45the ~~days~~Revolving ofNote ~~the~~(discussed ~~date~~below) of ~~the~~100% ~~Option~~of such net proceeds; and to(ii) ~~use~~make ~~its~~an ~~commercially~~additional ~~reasonable efforts~~payment to ~~cause~~the Lender equal to 5% of any such ~~registration~~net ~~statement~~proceeds (prior to ~~become~~the ~~effective~~payments ~~within~~set ~~120~~forth in ~~days~~subsection of(i)) ~~the~~in ~~date~~excess of ~~the~~$50.0 ~~Option~~million.

~~The~~In ~~Option~~connection ~~Agreement~~with ~~provides~~the ~~that~~Forbearance Agreement, the Lender ~~(together~~ ~~with~~agreed ~~its~~to ~~affiliates)~~provide ~~may~~the ~~not~~Company ~~convert~~with ~~any~~a ~~portion~~revolving line of credit in the ~~Loan~~amount orof $2.0 million (the “Revolving ~~Loan~~Note”), with ~~during~~any anadvances ~~initial~~under ~~45-day~~the ~~lockup~~Revolving orNote to be made in the ~~extent that~~sole discretion of the Lender. ~~would~~On ~~own~~September ~~more~~29, ~~than~~2023, ~~9.99%~~the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company’s ~~outstanding~~paid ~~common~~Lender ~~stock~~a ~~immediately~~fee ~~after~~of ~~exercise~~$40,000 ~~except~~in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and carry an interest rate of 15.0% per annum, provided that upon ~~prior~~ ~~notice~~an ~~from~~occurrence of default the ~~Lender~~interest rate will increase to the ~~Company,~~default rate under the ~~Lender~~Loan. ~~may~~The ~~increase~~Revolving orNote ~~decrease~~shall be an Obligation as defined in the ~~amount~~Credit ofAgreement ~~ownership~~and ofas ~~outstanding~~such ~~stock~~shall ~~after~~be ~~conversion~~secured by the collateral in which the Company and the Guarantors have ofgranted liens and security interests to the Lender in connection with the Loan. All discretionary advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately due and payable, ~~provided~~without ~~that~~notice to or action by any ~~modification~~party, ~~will~~on ~~not~~the beearlier ~~effective~~of ~~until~~the 61termination ~~days~~date ~~following~~of ~~notice~~the toForbearance Agreement, or the ~~Company~~maturity date of the Revolving Note, unless otherwise extended by the Lender.

OnEffective ~~January~~October 91, ~~2024~~2023, the Company, ~~the subsidiaries of the Company and the Lender~~ entered ~~into a Third Amendment to Credit Agreement (the “Amendment No. 3”). The Amendment No.~~ 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability under a use of proceeds that including working capital as well as funding for our litigation matters, materially including our litigation against Aspire. In connection with entering into ~~Amendment~~an ~~No. 3, the Company and the Lender entered in a second~~ amended and restated note conversion option agreement (the “~~Conversion~~Option Agreement”), ~~pursuant~~with the Lender. Pursuant to ~~which~~the Option, the Company agreed that ~~the~~ Lender ~~shall~~ have the right to convert ~~the~~any ~~principal~~amounts ~~balance~~due ~~and~~pursuant ~~accrued~~to ~~interest under~~ the Loan and the Revolving Note into shares of Company common stock at a conversion price of $01.~~116~~25 per share ~~(subject~~with respect to ~~adjustment~~the ~~for~~initial ~~stock~~$5.0 ~~splits,~~million ~~stock dividends~~ and ~~other~~at ~~similar~~a ~~events). The foregoing~~ conversion price isof ~~subject~~$2.50 ~~to future adjustment to the lowest price~~ per share ~~referenced~~with inrespect ~~any equity related instrument the Company issues~~ to ~~any other person until~~ the ~~Lender~~remaining ~~has exercised its conversion rights~~amounts. ~~Pursuant~~In ~~to the Conversion Agreement~~addition, the Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion, which percentage may be increased or decreased at the holder’s election provided any adjustment would not become effective for 61 days. The Company agreed to file a ~~resale~~ registration statement ~~providing~~registering ~~for~~ the resale ~~by the Lender~~ of the shares of Company common stock ~~that~~underlying ~~may be received upon~~ the ~~foregoing~~Loan ~~conversion~~ within 3045 ~~calendar~~ days of the ~~Lender’s~~date ~~request,~~of the Option and to use its commercially ~~reasonable~~ reasonable efforts to cause such registration statement to become effective within 90120 days of ~~such request. To~~ the ~~extent~~date ~~that the Company does not have sufficient authorized shares~~ of ~~common stock to allow for~~ the full conversion permitted by the Conversion Agreement, upon the Lender’s request, the Company will be required to use its reasonable best efforts to obtain approval of an increase in the Company's authorized shares from its shareholdersOption. During any period of time that the Company does not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was reset to $0.116 per share.

AsThe aOption ~~result~~Agreement ofprovides that the ~~event~~Lender (together ofwith ~~default~~its onaffiliates) ~~the~~may ~~Senior Note,~~not ~~the~~convert ~~Company~~any ~~amortized~~portion ~~all~~of ~~remaining~~the ~~debt~~Loan ~~discount~~or ~~and~~Revolving ~~debt~~Loan ~~issuance~~during ~~costs~~an ~~associated~~initial ~~with~~45-day ~~the~~lockup ~~Senior~~or ~~Note.~~to ~~During~~the extent that the ~~three~~Lender ~~months ended~~would ~~December~~own ~~31,~~more ~~2023~~than ~~and~~9.99% ~~2022,~~of the Company’s ~~recognized~~outstanding ~~interest~~common ~~expense~~stock ofimmediately $0after ~~and $1~~exercise,~~264,933,~~ ~~respectively,~~except that upon prior notice from the ~~amortization~~Lender ~~debt discount~~to ~~and~~the ~~debt~~Company, ~~issuance~~the ~~costs~~Lender ~~related~~may toincrease or decrease the ~~Senior~~amount ~~Note.~~of ~~There~~ownership ~~was~~of nooutstanding ~~unamortized~~stock ~~debt~~after ~~discount~~conversion of ~~and~~the ~~debt~~Loan, ~~issuance~~provided ~~costs~~that ~~associated with~~any ~~the~~modification ~~Senior~~will ~~Note~~not asbe ofeffective ~~December~~until ~~31,~~61 ~~2023~~days following notice to the Company.

~~Note~~On ~~due~~January 9, 2024, the Company, the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the “Amendment No. 3”). The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability under a use of proceeds that including working capital as well as funding for litigation matters, materially including the Company’s litigation against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended and restated note conversion option agreement (the “Conversion Agreement”), pursuant to which the Company agreed that the Lender shall have the right to convert the principal balance and accrued interest under the Loan and Revolving Note into shares of Company common stock at a conversion price of $0.116 per share (subject to adjustment for stock splits, stock dividends and other similar events). The foregoing conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument the Company issues to any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion, which percentage may be increased or decreased at the holder’s election provided any adjustment would not become effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender of the shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender’s request, and to use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To the extent that the Company does not have sufficient authorized shares of common stock to allow for the full conversion permitted by the Conversion Agreement, upon the Lender’s request, the Company will be required to use its reasonable best efforts to obtain approval of an increase in the Company's authorized shares from its shareholders. During any period of time that the Company does not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was reset to $0.116 per share.

InAs ~~connection with the Acquisition of Aspire in October 2021, the Company entered into~~ a ~~€10,000,000~~result ~~unsecured subordinated Promissory Note with the seller (the “Note”). The Note provides for an interest rate~~ of ~~10% per annum. The maturity date of~~ the ~~Note will be the earlier of that date which is four years from the issuance date or a liquidity~~ event. ~~The Note will require repayment~~ of ~~the~~default ~~principal amount plus any accrued interest in three equal installments, payable annually starting~~ on the ~~second anniversary after issuance. No interest payment shall be due until that~~Senior ~~date which is the last day of the end of the second-year anniversary of issuance should the~~ Note ~~remain~~during ~~unpaid at such time. Should~~ the ~~Note~~ ~~remain~~fiscal ~~unpaid at the second-~~year ~~anniversary,~~ended ~~the~~September ~~total accrued interest due at that time shall be paid at the second-year anniversary for accrued interest for the period from the issuance date through the second-year anniversary date. Thereafter~~30, ~~and on each annual anniversary date thereafter~~2023, the ~~interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the~~ Company ~~owes~~amortized ~~greater than~~all ~~$15,000,000~~remaining ~~under~~debt ~~the~~discount ~~Credit~~and ~~Agreement,~~debt ~~then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the~~ issuance ofcosts ~~Company common stock in lieu of any cash payment and the amount of said common stock shares to be~~associated ~~issued~~with by the Company shall be determined by using the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock of the Company at a price per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $540.00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of shares of common stock that may be issued to Aspire upon any such conversion in the aggregate shall be 21,667 shares (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof). As a result of the default on the Senior Note ~~and the Forbearance Agreement described above, a potential event of default exists pursuant to the terms of the Note, and as such as classified all principal and interest as a current liability~~.

~~Convertible~~On ~~Notes~~April ~~and~~12, 2024, the parties entered into a Fourth Amendment to Credit Agreement (“Amendment No 4.”) pursuant to which, among other items, the maximum available amount of the Revolving Loan was increased to $11.0 million. Pursuant to Amendment No. 4, the Company acknowledged that due to the issuance of an arbitration award against the Company on or about January 5, 2024, a Termination Event had occurred under the Forbearance Agreement (“Termination Event”). However, the Lender has agreed in Amendment No. 4 that such Termination Event effectiveness was postponed until the earlier of June 17, 2024 or the date of another Termination Event unless otherwise waived or modified by mutual agreement.

On ~~September~~May 12, ~~2020~~2024, ~~ESEG~~the ~~Limited~~Company, athe ~~wholly owned~~subsidiaries ~~subsidiary~~ of the Company, and the Lender entered into ~~three~~Forbearance ~~promissory~~Agreement ~~notes,~~Amendment ~~with~~No. a3 ~~combined~~(the ~~principal~~“Forbearance ~~amount~~Amendment ofNo. ~~$2,100,000~~3”). The ~~notes bore interest~~ atForbearance ~~the~~Amendment ~~rate~~No. of3 ~~10%~~acknowledges ~~per annum through maturity and matured on March 1, 2022 and are now convertible at~~ the ~~noteholder~~Company’s ~~option.~~suspension ~~The Company~~from ~~also~~trading ~~agreed~~or failure to ~~pay~~be ~~two~~listed ofon the ~~lenders~~Nasdaq aCapital ~~total~~Market for ofmore ~~$675,000~~than on30 ~~September~~calendar 1days, ~~2025,~~the ~~bearing~~issuance noof ~~interest.~~an ~~The~~arbitration ~~Company~~award ~~issued~~against ~~each of~~ the ~~lenders~~Company aon ~~conversion~~or ~~option~~about atJanuary a5, ~~fixed~~2024 ~~price of $15 per share~~ and ~~issued~~certain ~~67,167 warrants~~ failures to ~~purchase~~maintain ~~shares~~good ofstanding ~~the Company’s common stock at an exercise price~~ of ~~$9.00~~certain ~~per~~subsidiary ~~share,~~entities each ~~with~~being a ~~term~~Termination ofEvent ~~five~~under ~~years. The holder may convert~~ the ~~note~~Forbearance ~~into~~Agreement, ~~shares~~as ofamended. ~~common~~The ~~stock~~Forbearance atAmendment ~~any~~No. ~~time,~~3 topostpones the ~~extent~~effectiveness ~~and provided that no holder~~ of the ~~notes~~Termination ~~was~~Event orto ~~will~~the beearlier ~~permitted~~ to ~~convert~~occur ~~such~~of ~~notes~~June so17, ~~long~~2024 ~~as it~~ or ~~any~~the occurrence of ~~its~~another ~~affiliates~~event ~~would beneficially own in excess~~ of 4default.~~99% of the Company’s common stock after such conversion.~~

~~The~~During ~~Company evaluated~~ the ~~conversion~~three ~~option~~months ~~and concluded~~ended aMarch ~~beneficial~~31, ~~conversion~~2024 ~~feature~~and 2023, ~~was~~the ~~present at issuance. The~~ Company recognized ~~the~~interest ~~beneficial~~expense ~~conversion~~of ~~feature~~$0 and ~~relative fair~~$1,264,933, ~~value~~respectively, offrom the ~~warrants~~amortization ~~as a~~ debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85% based on a peer group of companies; 2) dividend yield of 0%; 3) risk-free rate of 0.26%; and 4) an expected term of five years. The $2,100,000 debt ~~discount will be amortized through~~issuance ~~the~~costs ~~maturity~~related ~~date~~to of the ~~convertible~~Senior ~~notes payable~~Note. During the ~~twelve~~six months ended ~~September~~March 3031, ~~2021,~~2024 aand ~~total of $187~~2023,~~500~~ ~~of principal was converted into 12,500 shares of common stock. During~~ the ~~year~~Company ~~ended~~recognized ~~September~~interest ~~30,~~expense ~~2022, a total~~ of $~~305,609~~0 ~~of principal~~ and $~~106~~2,~~891 of accrued interest was converted into 27~~529,~~500 shares of common stock. During the year ended September 30~~866, ~~2023~~respectively, afrom ~~total~~the ofamortization ~~$989,391~~debt ~~of principal~~discount and ~~$138,266~~debt ofissuance ~~accrued~~costs ~~interest~~related ~~was~~to ~~converted~~the ~~into~~Senior ~~75,179 shares of common stock~~Note. AsThere ofwas ~~December~~no ~~31, 2023, the outstanding~~unamortized ~~principal~~debt discount and ~~accrued~~debt ~~interest~~issuance ~~balance~~costs ofassociated with the ~~convertible~~Senior ~~notes~~Note ~~was~~as ~~$617,500~~of ~~and~~March ~~$62~~31,~~681,~~ ~~respectively~~2024.

During the three months ended December 31, 2023 and 2022, the Company recorded a charge of $13,290 and $12,083, respectively, in the accompanying consolidated statement of operations from the amortization of its debt discount related to the convertible notes payable and other liabilities described above.16

~~NOTE~~Note 4due –to ~~STOCKHOLDERS’~~Aspire ~~EQUITY~~

OnIn ~~July~~connection ~~26,~~with ~~2023,~~ the ~~Company~~acquisition ~~increased~~of aspire in ~~its~~October ~~authorized~~2021, ~~common~~the ~~shares~~Company toentered ~~500~~into a €10,000,000 unsecured subordinated Promissory Note with the seller (the “Note”). ~~shares~~The Note provides for an interest rate of ~~common~~10% ~~stock~~per ~~with~~annum. The maturity date of the Note will be the earlier of that date which is four years from the issuance date or a ~~par~~liquidity ~~value~~event. The Note will require repayment of $0the principal amount plus any accrued interest in three equal installments, payable annually starting on the second anniversary after issuance.~~001~~ No interest payment shall be due until that date which is the last day of the end of the second-year anniversary of issuance should the Note remain unpaid at such time. Should the InNote ~~addition~~remain unpaid at the second-year anniversary, the ~~Company~~total isaccrued ~~authorized~~interest todue ~~issue~~at 10that time shall be paid at the second-year anniversary for accrued interest for the period from the issuance date through the second-year anniversary date. Thereafter, and on each annual anniversary date thereafter, the interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15,000,000 under the Credit Agreement, then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using the Conversion Price as defined below. Should an event of ~~preferred~~default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock ~~with~~of the Company at a ~~par~~price ~~value~~per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $0540.~~001.~~00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) ~~The~~and ~~specific~~the ~~rights~~total maximum number of shares of common stock that may be issued to Aspire upon any such conversion in the ~~preferred~~aggregate shall be 21,667 shares (as adjusted for stock splits, ~~when~~stock sodividends, ~~designated~~or similar events occurring after the date hereof). As a result of the default on the Senior Note and the Forbearance Agreement described above, ~~shall~~a bepotential ~~determined~~event byof default exists pursuant to the ~~board~~terms of ~~directors~~the Note, and as such has classified all principal and interest as a current liability.

16Convertible Notes and Other

AtOn ~~the~~September ~~Company’s annual~~1, ~~meeting~~2020, ofESEG Limited, a wholly owned ~~stockholders~~subsidiary ~~completed~~of onthe ~~July~~Company, 26entered into three promissory notes, ~~2023~~with a combined principal amount of $2,100,000. The notes bore interest at the ~~stockholders~~rate of ~~the~~10% ~~Company~~per ~~approved~~annum anthrough ~~amendment~~maturity toand ~~the~~matured ~~Company’s~~on ~~amended~~March 1, 2022 and ~~restated articles~~are ofnow ~~incorporation~~convertible (at the ~~“Amendment”)~~noteholder’s tooption. ~~effect~~The Company ~~the~~also ~~reverse~~agreed ~~stock~~to ~~split~~pay attwo aof ~~ratio~~the inlenders ~~the~~a ~~range~~total of ~~1-for-2~~$675,000 toon September 1~~-for-30~~, ~~with~~ ~~such~~2025, ~~ratio~~bearing tono beinterest. ~~determined~~The inCompany issued each of the ~~discretion~~lenders a conversion option at a fixed price of $15 per share and issued 67,167 warrants to purchase shares of the Company’s common ~~board~~stock at an exercise price of ~~directors~~$9.00 ~~and~~per share, each with ~~such~~a ~~reverse~~term ~~stock~~of ~~split~~five toyears. beThe ~~effected at~~holder ~~such~~may ~~time~~convert ~~and~~the ~~date,~~note ifinto shares of common stock at ~~all~~any time, asto ~~determined~~the byextent ~~the~~and ~~Company’s~~provided ~~board~~that no holder of ~~directors~~the innotes ~~its~~was ~~sole~~or ~~discretion~~will ~~prior~~be permitted to ~~the~~convert ~~one-year~~such notes so long as it ~~anniversary~~or any of its affiliates would beneficially own in excess of 4.99% of the ~~annual~~Company’s ~~meeting~~common stock after such conversion.

~~Pursuant~~The toCompany ~~such~~evaluated ~~authority~~the ~~granted~~conversion byoption ~~the Company’s~~and ~~stockholders,~~concluded ~~the~~a ~~Company’s~~beneficial ~~board~~conversion offeature ~~directors~~was ~~approved~~present aat ~~one-for-thirty~~issuance. ~~(1:30)~~The ~~reverse~~Company ~~stock~~recognized ~~split (~~the ~~“Reverse~~beneficial ~~Stock~~conversion ~~Split”)~~feature and relative fair value of the ~~Company’s~~warrants ~~common~~as ~~stock~~a debt discount and ~~the~~additional ~~filing~~paid ofin ~~the~~capital. ~~Amendment~~The tofair ~~effectuate~~value of the ~~Reverse~~warrants ~~Stock~~at ~~Split.~~the ~~The~~grant ~~Amendment~~date was ~~filed with~~estimated using a Black-Scholes model and the ~~Secretary~~following assumptions: 1) volatility of ~~State~~approximately 85% based on a peer group of ~~the~~companies; ~~State~~2) dividend yield of ~~Nevada~~0%; 3) risk-free rate of 0.26%; and ~~the~~4) ~~Reverse~~an ~~Stock~~expected ~~Split~~term ~~became~~of ~~effective~~five inyears. ~~accordance~~The ~~with~~$2,100,000 debt discount will be amortized through the ~~terms~~maturity date of the ~~Amendment at~~convertible ~~4:01~~notes ppayable.m. ~~Eastern~~During ~~Time~~the onyear months ended September 2930, ~~2023~~2021, ~~(the~~a ~~“Effective~~total ~~Time”).~~of ~~The~~$187,500 ~~Amendment~~of ~~provides~~principal was ~~that~~converted into 12,500 atshares of common stock. During the ~~Effective~~year ~~Time~~ended September 30, ~~every~~ ~~thirty~~2022, ~~shares~~a total of ~~the~~$305,609 ~~Company’s~~of ~~issued~~principal and ~~outstanding~~$106,891 of accrued interest was converted into 27,500 shares of common stock. ~~will~~During ~~automatically~~the beyear ~~combined~~ended ~~into~~September ~~one~~30, ~~issued~~2023, ~~and~~a ~~outstanding~~total of $989,391 of ~~share~~principal and $138,266 of accrued interest was converted into 75,179 shares of common stock,. ~~without~~As ~~any~~of ~~change~~March in31, ~~par~~2024 ~~value~~and ~~per~~September ~~share~~30, ~~which~~2023, the ~~will~~outstanding ~~remain~~principal ~~$0.001.~~and ~~The~~accrued ~~Reverse~~interest ~~Stock~~balance ~~Split~~of isthe ~~presented~~convertible ~~retroactively~~notes was $617,500 and $62,681, respectively.

~~Acquisition~~During the three months ended March 31, 2024, the Company recorded a charge of $26,875 and $24,451, respectively, in the ~~B2C~~accompanying ~~segment~~consolidated statement of ~~Aspire~~operations ~~Global~~from the ~~plc~~amortization of its debt discount related to the convertible notes payable and other liabilities described above. During the six months ended March 31, 2024 the Company recorded a charge of $26,875 and $24,451, respectively for amortization of debt discount.

On October 1, 2021, in connection with the Acquisition, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such Investors, simultaneous with the closing of the Acquisition Agreement, an aggregate of 37,700 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $1,000.00 per share, for aggregate gross proceeds of $37,700,000 (the “Private Placement”). For each share of Preferred Stock issued, the Company issued the Investor a warrant to purchase 150% of the shares of Company common stock initially underlying the Preferred Stock (the “Warrants”).17

~~During~~NOTE ~~the~~4 ~~year~~– ~~ended~~STOCKHOLDERS’ ~~September 30, 2023, the Preferred stock was fully converted by the holders. There were no shares of Preferred Stock outstanding as of December 31, 2023 and September 30, 2023.~~EQUITY

~~The~~On ~~Warrants~~July ~~are~~26, ~~exercisable~~2023, ~~and expire on~~ the ~~fifth~~ ~~anniversary~~Company ~~thereafter.~~increased ~~The~~its ~~Warrants~~authorized common ~~were~~shares ~~initially~~ to be500,000,000 ~~exercisable~~shares ~~at an exercise price~~ of ~~$900.00~~common ~~per~~stock ~~share,~~with ~~provided that the exercise price is subject to anti-dilution protection upon any subsequent transaction at~~ a ~~price~~par ~~lower~~value ~~than~~of ~~the exercise price then in effect. Notwithstanding the foregoing anti-dilution provision, in connection with the~~ $30.~~5 million offering completed in June 2022, the exercise price was reduced to $45~~001.~~00.~~ In ~~February 2023~~addition, the ~~warrants~~Company ~~exercise~~is ~~price~~authorized ~~was reset~~ to ~~$30.60~~issue ~~in connection with the February~~10,000,000 ~~2023~~shares ~~equity financing. As a result~~ of ~~Amendment~~preferred ~~No.~~stock 3with toa ~~the~~par ~~Credit~~value ~~Agreement, the exercise price~~ of ~~the warrants issued to the holders of Preferred Stock was reset to~~ $0.~~116 per share on January 9, 2024~~001. The ~~Warrants~~specific ~~can~~rights beof ~~exercised~~the onpreferred astock, ~~cashless~~when ~~basis~~so ifdesignated, ~~there~~shall isbe nodetermined ~~effective~~by ~~registration statement registering, or no current prospectus available for,~~ the ~~resale~~board of ~~the ordinary shares underlying the Warrants~~directors.

~~The~~Pursuant ~~holders~~to ofsuch authority granted by the ~~Warrants~~Company’s ~~will~~stockholders, the ~~not~~Company’s ~~have~~board of directors approved a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”) of ~~right~~the toCompany’s ~~exercise~~common ~~any~~stock ~~portion~~and the filing of the ~~Warrants~~Amendment to effectuate the ~~extent~~Reverse ~~that,~~Stock ~~after~~Split. ~~giving~~The ~~effect~~Amendment towas ~~such~~filed ~~conversion,~~with ~~such~~the Secretary ~~holder~~of ~~(together~~State ~~with~~of ~~certain related~~the ~~parties)~~State ~~would~~of ~~beneficially~~Nevada ~~own~~and the Reverse Stock Split became effective in ~~excess~~accordance with the terms of the Amendment at 4:01 p.~~99%~~m. Eastern Time on September 29, 2023 (the “Effective Time”). The Amendment provides that, at the Effective Time, every thirty shares of the Company’s issued and outstanding common stock ~~outstanding~~will ~~immediately~~automatically ~~after~~be ~~giving~~combined ~~effect~~into one issued and outstanding toshare ~~such~~of ~~conversion~~common orstock, ~~exercise~~without any change in par value per share, which will remain $0.001. The Reverse Stock Split is presented retroactively.

~~Warrants~~Preferred Stock

AsOn ~~discussed~~October ~~above~~1, 2021, in connection with the acquisition of the B2C segment of Aspire Global plc, the Company ~~has~~entered ~~issued~~into ~~common stock~~subscription ~~warrants~~agreements in(the ~~connection~~“Subscription Agreements”) with ~~its~~certain ~~fundraising~~investors ~~activities~~(the “Investors”). Pursuant to ~~preferred~~the ~~shareholders~~Subscription Agreements, ~~its~~the ~~lender~~Investors agreed to subscribe for and purchase, ~~convertible~~and ~~notes~~the ~~issued~~Company ~~during~~agreed to issue and sell to such Investors , an aggregate of 37,700 shares of Series A Convertible Preferred ~~previous~~Stock ~~years~~(the “Preferred Stock”) for a purchase price of $1,000 per share, for aggregate gross proceeds of $37,700,000 (the “Private Placement”). ~~The~~For ~~following~~each ~~table~~share ~~summarizes~~of Preferred Stock issued, the Company issued the Investor a warrant ~~activity~~to ~~during~~purchase 150% of the ~~three~~shares of ~~months~~Company ~~ended~~common ~~December~~stock ~~31,~~initially ~~2023:~~underlying the Preferred Stock (the “Warrants”).

Schedule of warrant activity
	Common Stock Warrants
	Shares			Weighted Average Exercise Price		Weighted average Remaining Life in years
Outstanding at September 30, 2023		435,491		$	122.04		3.91
Granted		–			–		–
Cancelled		(77,082	)		508.50		2.91
Expired		–			–		–
Exercised		–			–		–
Outstanding at December 31, 2023		358,409		$	38.92		3.82
Exercisable at December 31, 2023		358,409		$	38.92		3.82

During the year ended September 30, 2023, the Preferred Stock was fully converted by the holders. There were no shares of Preferred Stock outstanding as of March 31, 2024 and September 30, 2023.

AtThe ~~December~~Warrants 31are exercisable and expire on the fifth anniversary thereafter. The Warrants were initially to be exercisable at an exercise price of $900 per share, provided that the exercise price is subject to anti-dilution protection upon any subsequent transaction at a price lower than the exercise price then in effect. Notwithstanding the foregoing anti-dilution provision, in connection with the $3.5 million offering completed in June 2022, the exercise price was reduced to $45.00. In February 2023, the ~~outstanding~~warrants ~~and~~exercise ~~exercisable~~price was reset to $30.60 in connection with the February ~~common~~2023 ~~stock~~equity financing. As a result of Amendment No. 3 to the Credit Agreement, the exercise price of the warrants ~~had~~issued to the holders of Preferred Stock was reset to $0.116 per share on January 9, 2024. The Warrants can be exercised on a cashless basis if there is no effective ~~intrinsic~~registration ~~value~~statement registering, or no current prospectus available for, the resale of the ordinary shares underlying the Warrants.

17The holders of the Warrants will not have the right to exercise any portion of the Warrants to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99% of the Company’s common stock outstanding immediately after giving effect to such conversion or exercise.

~~2020 Stock Plan~~Warrants

InAs ~~December~~discussed ~~2020~~above, the Company ~~adopted~~has ~~the~~issued ~~2020~~common ~~Stock~~stock ~~Plan,~~warrants orin ~~the~~connection ~~2020~~with ~~Plan.~~its ~~The~~fundraising ~~2020~~activities ~~Plan~~to ispreferred ashareholders, ~~stock-based~~its ~~compensation~~lender ~~plan~~and ~~that~~convertible ~~provides~~notes ~~for~~issued ~~discretionary~~during previous ~~grants~~years. ofThe ~~stock~~following ~~options, stock~~table ~~awards,~~summarizes ~~stock~~warrant ~~unit~~activity ~~awards~~during ~~and~~the ~~stock~~six ~~appreciation~~months ~~rights~~ended toMarch ~~key employees~~31, ~~non-employee directors and consultants.~~2024:

Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes.

Schedule of warrant activity
	Common Stock Warrants
	Shares			Weighted Average Exercise Price		Weighted average Remaining Life in years
Outstanding at September 30, 2023		435,491		$	122.04		3.91
Granted		–			–		–
Cancelled		(77,082	)		508.50		2.91
Expired		–			–		–
Exercised		–			–		–
Outstanding at March 31, 2024		358,409		$	32.88		3.57
Exercisable at March 31, 2024		358,409		$	32.88		3.57

~~The~~At ~~number~~March ~~of shares of the common stock that may be issued under the 2020 Plan is 5,000,000. As of December~~ 31, ~~2023~~2024, the ~~Company~~outstanding ~~had~~and ~~awarded a total 45,841 shares~~exercisable ~~under~~common ~~the~~stock ~~2020~~warrants ~~Plan,~~had ~~with~~an ~~204,159 remaining~~aggregate ~~under~~intrinsic ~~the~~value ~~2020~~of ~~Plan~~$3,549.

~~Common Stock Awards~~18

~~The Company has awarded restricted stock units and shares of common stock to various employees, consultants and officers under the~~ 2020 ~~Plan.~~Stock ~~The majority of these awards will vest equally over terms of up to four years. At December 31, 2023, the Company had 6,974 restricted stock units in issuance.~~Plan

~~During~~In ~~the~~December ~~three~~2020, ~~months~~the ~~ended~~Company ~~December~~adopted ~~31,~~the ~~2023~~2020 ~~and~~Stock ~~2022~~Plan, or the ~~Company~~2020 ~~recognized~~Plan. aThe ~~total~~2020 ofPlan ~~$170,548~~is ~~and~~a ~~$372,790, respectively of~~ stock-based compensation ~~expense~~plan ~~related~~that toprovides ~~common~~for discretionary grants of stock options, stock awards, ~~and~~stock ~~expects~~unit toawards ~~recognize~~and ~~additional~~stock ~~compensation~~appreciation ~~cost~~rights ofto $1key employees,~~354,434~~ ~~upon~~non-employee ~~vesting~~directors ofand ~~all awards~~consultants.

~~Options~~Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes.

The ~~following~~number ~~table~~of ~~summarizes~~shares ~~option~~of ~~activity~~the ~~during~~common stock that may be issued under the ~~three~~2020 ~~months~~Plan is 5,000,000. ~~ended~~As ~~December~~of March 31, ~~2023:~~2024, the Company had awarded a total 45,841 shares under the 2020 Plan, with 204,159 remaining under the 2020 Plan.

Schedule of option activity
	Common Stock Options
	Shares			Weighted Average Exercise Price		Weighted average Remaining Life in years
Outstanding at September 30, 2023		20,287		$	113.55		5.37
Granted		–			–		–
Cancelled		(275	)		671.10		7.69
Expired		–			–		–
Exercised		–			–		–
Outstanding at December 31, 2023		20,012		$	105.88		5.08
Exercisable at December 31, 2023		15,794		$	87.32		5.03

Common Stock Awards

~~During~~The ~~the~~Company ~~three~~has ~~months~~awarded ~~ended~~restricted ~~December~~stock ~~31, 2023,~~units ~~the~~and ~~Company~~shares ~~recognized~~of common stock~~-based~~ ~~compensation~~to ~~expense~~various ~~of $68~~employees,~~404~~ ~~related~~consultants toand ~~common~~officers ~~stock~~under ~~options~~the ~~awarded~~2020 Plan. The ~~exercisable~~majority ~~common~~of ~~stock options~~these ~~had~~awards nowill ~~intrinsic~~vest equally ~~value~~over asterms of ~~December~~up ~~31,~~to ~~2023~~four years. ~~The~~At ~~Company~~March ~~expects~~31, to2024, ~~recognize~~the anCompany ~~additional~~had ~~$263~~6,~~728~~974 ofrestricted ~~compensation cost related to~~ stock ~~options~~units ~~expected~~in ~~to vest~~issuance.

18During the three months ended March 31, 2024 and 2023, the Company recognized a total of $170,549 and $310,135, respectively of stock-based compensation expense related to common stock awards. During the six months ended March 31, 2024 and 2023, the Company recognized a total of $341,097 and $682,925, respectively of stock-based compensation expense related to common stock awards and expects to recognize additional compensation cost of $1,354,434 upon vesting of all awards.

~~NOTE 5 – LONG-LIVED ASSETS~~Options

~~Fixed~~The ~~Assets~~following table summarizes option activity during the six months ended March 31, 2024:

The Company’s fixed assets consisted of the following as of December 31, 2023 and September 30, 2023:

Schedule of option activity
	Common Stock Options
	Shares			Weighted Average Exercise Price		Weighted average Remaining Life in years
Outstanding at September 30, 2023		20,287		$	113.55		5.37
Granted		–			–		–
Cancelled		(275	)		671.10		7.69
Expired		–			–		–
Exercised		–			–		–
Outstanding at March 31, 2024		20,012		$	105.88		4.83
Exercisable at March 31, 2024		19,328		$	86.52		4.75

Schedule of fixed assets
	December 31, 2023			September 30, 2023
Software	$	276,250		$	264,850
Furniture and fixtures		404,936			388,226
Total fixed assets		681,186			653,076
Accumulated depreciation		(549,066	)		(491,863	)
Fixed assets, net	$	132,120		$	161,213

During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $45,953 and $67,560, respectively, related to common stock options awarded. During the six months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $114,357 and $197,875, respectively, related to common stock options awarded. The exercisable common stock options had no intrinsic value as of March 31, 2024. The Company expects to recognize an additional $217,775 of compensation cost related to stock options expected to vest.

~~Depreciation expense was $35,380 and $24,639 for the three months ended December 31, 2023 and 2022 respectively.~~19

~~Intangible~~NOTE ~~Assets~~5 – ~~Aspire~~LONG-LIVED ~~b2C Acquisition~~ASSETS

AsFixed disclosed in Note 3, the Company acquired intangible assets as part of the Aspire B2C Business acquisition. The acquired intangibles consisted of the following as of December 31, 2023 and September 30, 2023:Assets

Schedule of intangible assets acquired
	December 31 2023			September 30, 2023
Trademarks and tradenames, indefinite lives	$	2,305,126		$	2,210,000
Trademarks and tradenames, three year lives		4,728,146			4,533,030
Other		12,781			12,693
Total acquired intangibles		7,046,053			6,755,723
Accumulated amortization		(3,516,124	)		(3,054,114	)
Acquired intangible assets, net	$	3,529,929		$	3,701,609

The Company’s fixed assets consisted of the following as of March 31, 2024 and September 30, 2023:

The Karamba trademarks and tradenames represent approximately 75% of the total of the acquired intangibles and have an indefinite useful life. The remaining trademarks and tradenames and customer relationships are amortized over an estimated useful life of three years. Amortization expense on the Aspire intangible assets was $313,564 and $1,623,448, respectively, for the three months ended December 31, 2023 and 2022.

Schedule of fixed assets
	March 31, 2024			September 30, 2023
Software	$	270,275		$	264,850
Furniture and fixtures		396,178			388,226
Total fixed assets		666,453			653,076
Accumulated depreciation		(572,444	)		(491,863	)
Fixed assets, net	$	94,009		$	161,213

~~Amortization~~Depreciation expense was $35,705 and $61,283 for the ~~year~~three months ended March ~~September 30~~31, 2024 and ~~2025~~2023, isrespectively ~~expected~~and to$71,085 beand ~~approximately~~ $185,~~340~~922 for the six months ended March 31,~~598~~ 2024 and ~~$220~~2023,~~366,~~ respectively.

~~NOTE~~Intangible 7Assets – ~~COMMITMENTS~~Aspire ~~AND~~b2C ~~CONTINGENCIES~~Acquisition

~~Financial~~The ~~Advisor’s~~Company ~~Claims~~acquired intangible assets as part of the Aspire B2C Business Acquisition in November 2021. The acquired intangibles consisted of the following as of March 31, 2024 and September 30, 2023:

The Company’s previous financial advisor, Boustead Securities LLC (“Advisor”) has alleged a breach by the Company over the termination of their engagement and the timing of the payment and amount of the fees owed to the Advisor (collectively the “Claims”). On June 2, 2022, the Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority (“FINRA”) in connection with the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc. counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and attorneys’ fees in an amount to be determined. Boustead Securities, LLC’s current Second Amended Statement of Claim, filed on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC’s Second Amended Statement of Claim, Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in damages and attorneys’ fees. The Company has accrued the awarded amounts in the accompanying consolidated balance sheet, included in Accounts Payable and Accrued Liabilities. The Company recognized expense of $11,597,240 related to this award during the year ended September 30, 2023, included in general and administrative expenses.

Schedule of intangible assets acquired
	March 31, 2024			September 30, 2023
Trademarks and tradenames, indefinite lives	$	2,255,269		$	2,210,000
Trademarks and tradenames, three year lives		4,625,881			4,533,030
Other		12,278			12,693
Total acquired intangibles		6,893,428			6,755,723
Accumulated amortization		(3,763,477	)		(3,054,114	)
Acquired intangible assets, net	$	3,129,951		$	3,701,609

19The Karamba trademarks and tradenames represent approximately 75% of the total of the acquired intangibles and have an indefinite useful life. The remaining trademarks and tradenames and customer relationships are amortized over an estimated useful life of three years. Amortization expense on the Aspire intangible assets was $324,768 and $1,706,960, respectively, for the three months ended March 31, 2024 and 2023 and was $638,352 and $3,330,408, respectively, for the six months ended March 31, 2024 and 2023.

~~Other~~Amortization ~~Contingencies~~for the years ended September 30, 2024 and 2025 is expected to be approximately $1,340,598 and $220,366, respectively.

On June 26, 2023, a former vendor of the Company, Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach of the Implied Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account Stated; and other causes of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate Statements of Work for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this Complaint and the hearing on same is set for June 2024. EBET intends to vigorously defend this matter.20

OnNOTE ~~September~~6 ~~28,~~– ~~2023,~~COMMITMENTS ~~EBET,~~AND INC. filed a lawsuit in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in an amount of no less than 65,000,000 Euro plus punitive and other damages proven at trial (“Aspire Litigation”) and including causes of action against Aspire and the other defendants for fraud and material breach of the share purchase agreement whereon the Company had acquired the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites, player database and other related assets and also related to the operator service agreements and Promissory Note entered concurrent with the closing of the share purchase agreement. On November 7, 2023, Aspire and the other defendants removed the subject matter to the United States District Court for the District of Nevada. The Aspire Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going forward.CONTINGENCIES

~~Other~~Financial ~~Commitments~~Advisor’s Claims and Award

OnThe ~~June~~Company’s ~~30,~~previous ~~2023~~financial advisor, Boustead Securities LLC (“Advisor”) has alleged a breach by the Company ~~agreed~~over tothe termination of their ~~enter~~engagement ~~into~~and ~~amendments~~the totiming of the ~~employment~~payment ~~agreements~~and amount of the fees owed to the Advisor (~~each,~~collectively athe “~~Retention Letter~~Claims”). On June 2, 2022, the Advisor named EBET in an arbitration proceeding with ~~each~~Financial Industry Regulatory Authority (“FINRA”) in connection with the Claims. The Statement of ~~Aaron~~Claim ~~Speach,~~alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc. counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and attorneys’ fees in an amount to be determined. Boustead Securities, LLC’s current ~~Chief~~Second ~~Executive~~Amended ~~Officer~~Statement of Claim, filed on May 24, 2023, alleges $12 million in damages and ~~Matthew~~no ~~Lourie~~longer seeks declaratory relief. In response to Boustead Securities, LLC’s Second Amended Statement of Claim, the Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration occurred on November 6, 2023 and ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in damages and attorneys’s ~~Chief~~fees. ~~Financial~~The ~~Officer~~Advisor has filed a petition to confirm the Award in the Superior Court of the State of California in the County of Los Angeles and the Company has since filed a Motion to Vacate the Award. The Company has accrued the awarded amounts in the accompanying unaudited consolidated balance sheets, included in accounts payable and accrued liabilities during the year ended September 30, 2023.

~~Pursuant~~Other ~~to the Retention Letters,~~Contingencies

	(a)	Mr. Speach was entitled to receive a cash retention bonus of $175,000 payable 20% upon execution of the Retention Letter, 40% after three months, and the remainder after six months, and
	(b)	Mr. Lourie was entitled to an increase in his base salary to $320,000 and to receive a cash retention bonus of $240,000 payable 20% upon execution of the Retention Letter, 30% after three months, 30% after six months, and the remainder after nine months.

On June 26, 2023, a former vendor of the Company, Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach of the Implied Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account Stated; and other causes of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate Statements of Work for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this complaint and the hearing on same is set for June 2024. EBET intends to vigorously defend this matter.

InOn ~~addition~~September 28, ~~pursuant~~2023, toEBET, ~~the~~Inc. ~~Retention~~filed ~~Letters,~~a lawsuit ~~each~~in the State of ~~Mr.~~Nevada ~~Speach~~against Aspire Global PLC, AG Communications and ~~Mr.~~affiliated ~~Lourie~~entities ~~will~~asserting bedamages ~~eligible~~in toan ~~receive~~amount aof ~~cash~~no ~~transaction~~less than ~~bonus~~65,000,000 ~~equal~~Euro toplus ~~0.95%~~punitive and other damages proven at trial (“Aspire Litigation”) and including causes of action against Aspire and the ~~gross~~other ~~proceeds~~defendants for fraud and material breach of ~~any~~the ~~strategic transaction~~Share (aPurchase ~~“Transaction”),~~Agreement ~~provided~~whereon ~~that~~the Company had acquired the ~~net~~i-gaming ~~proceeds~~B2C ~~from~~assets including the ~~Transaction~~Karamba, ~~are~~Hopa, atGriffon ~~least~~Casino, ~~$26.0~~BetTarget, ~~million;~~Dansk777, and ~~further~~GenerationVIP domains, sites, player database ~~provided~~and ~~that~~other related assets and also related to the ~~executive~~operator ~~may~~service ~~receive~~agreements anand ~~additional~~Promissory ~~0.25%~~Note ofentered concurrent with the ~~gross~~closing ~~proceeds~~of the ifShare Purchase Agreement. On November 7, 2023, Aspire and the ~~net~~other ~~proceeds~~defendants ~~from~~removed the ~~Transaction~~subject ~~are~~matter ~~not~~to ~~less~~the United States District ~~than~~Court for the ~~amount~~District ~~that~~of ~~would~~Nevada. ~~result~~On inDecember (12, 2024, Aspire filed a) ~~the~~Motion ~~Company~~to ~~repaying~~Dismiss ~~its~~our ~~outstanding~~Complaint ~~debt~~in the matter and ~~all~~on ~~trade~~January ~~creditors~~9, 2024 ~~and~~we ~~(b)~~filed ~~the~~an ~~Series~~Opposition Ato ~~preferred~~Aspire’s Motion to Dismiss. On February 23, 2024, EBET, Inc. filed a Motion for Leave to File a First ~~holders~~Amended Complaint, which included a proposed First Amended Complaint that added Neogames S.A. and ~~common~~NeoGames ~~shareholders~~Connect ~~receiving~~S.a.r.l. ~~consideration~~as ofdefendants. On ~~not~~May ~~less~~8, ~~than~~2024, the ~~value~~United ofStates ~~their~~District ~~equity~~Court ~~holdings~~for asthe District of ~~June~~Nevada 30granted EBET, ~~2023~~Inc.’s ~~(the~~Motion ~~“Deal~~for Leave to File its First ~~Threshold”)~~Amended Complaint. EBET, Inc. subsequently filed its First Amended Complaint on May 13, 2024.The Aspire Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going forward.

IfOther ~~Mr. Speach and Mr. Lourie are terminated without “cause” prior to June 30, 2024, the Company agreed to pay a cash severance payment of:~~Commitments

	(a)	with respect to Mr. Speach, the greater of 1.0 times Mr. Speach’s base salary or the severance payable pursuant to Mr. Speach’s current employment agreement; and
	(b)	with respect to Mr. Lourie, 0.5 times Mr. Lourie’s base salary.

On June 30, 2023, the Company agreed to enter into amendments to the employment agreements (each, a “Retention Letter”), with each of Aaron Speach, the Company’s Chief Executive Officer, and Matthew Lourie, the Company’s Chief Financial Officer.

InPursuant ~~addition~~ to the ~~amounts~~Retention ~~payable to Messrs. Speach and Lourie set forth above~~Letters, the Company also agreed on June 30, 2023 to pay additional retention bonuses under the executive retention plan to two consultants and advisors of up to $310,000, in the aggregate, and additional cash transaction bonuses equal to 1.9% of the gross proceeds of any Transaction, provided that the net proceeds from the Transaction are at least $26.0 million; and provided further that an additional 0.50% of the gross proceeds will be payable if the net proceeds from the Transaction are not less than the Deal Threshold.

	(a)	Mr. Speach was entitled to receive a cash retention bonus of $175,000 payable 20% upon execution of the Retention Letter, 40% after three months, and the remainder after six months, and

	(b)	Mr. Lourie was entitled to an increase in his base salary to $320,000 and to receive a cash retention bonus of $240,000 payable 20% upon execution of the Retention Letter, 30% after three months, 30% after six months, and the remainder after nine months.

~~NOTE~~In 8addition, –pursuant ~~LOSS~~to ~~PER~~the ~~COMMON~~Retention ~~SHARE~~Letters, each of Mr. Speach and Mr. Lourie will be eligible to receive a cash transaction bonus equal to 0.95% of the gross proceeds of any strategic transaction (a “Transaction”), provided that the net proceeds from the Transaction are at least $26.0 million; and further provided that the executive may receive an additional 0.25% of the gross proceeds if the net proceeds from the Transaction are not less than the amount that would result in (a) the Company repaying its outstanding debt and all trade creditors, and (b) the Series A preferred holders and common shareholders receiving consideration of not less than the value of their equity holdings as of June 30, 2023 (the “Deal Threshold”).

The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. For the three months ended December 31, 2023, common shares issuable under preferred stock (0 and 50,361 shares), convertible debt, (45,346 and 100,523 shares), stock options (20,012 and 28,146 shares) and common stock warrants (435,491 and 201,137 shares) were excluded from the calculation of diluted net loss per share due to their antidilutive effect.21

Schedule of loss per common share
	Three Months Ended
	December 31, 2023			December 31, 2022
Numerator:
Net loss	$	(3,819,377	)	$	(7,557,765	)
Preferred stock dividends		–			(1,536,969	)
Net loss attributable to common stockholders	$	(3,819,377	)	$	(9,094,734	)
Denominator:
Basic and diluted weighted average common shares		14,979,642			570,282
Basic and diluted net income (loss) per common share	$	(0.25	)	$	(15.95	)

If Mr. Speach and Mr. Lourie are terminated without “cause” prior to June 30, 2024, the Company agreed to pay a cash severance payment of:

NOTE 9 – TRANSACTION WITH RELATED PARTIES

	(a)	with respect to Mr. Speach, the greater of 1.0 times Mr. Speach’s base salary or the severance payable pursuant to Mr. Speach’s current employment agreement; and

	(b)	with respect to Mr. Lourie, 0.5 times Mr. Lourie’s base salary.

~~The~~In ~~Company~~addition ~~engaged~~to athe ~~firm~~amounts ~~owned~~payable byto ~~Matthew~~Messrs. Speach and Lourie set forth above, the Company’s ~~Chief~~also ~~Financial~~agreed ~~Officer~~on June 30, 2023 to ~~provide~~pay ~~financial~~additional ~~reporting~~retention ~~services.~~bonuses ~~For~~under the ~~three~~executive ~~months~~retention plan ~~ended~~to ~~December~~two 31consultants and advisors of up to $310,000, ~~2023~~in the aggregate, and additional cash transaction bonuses equal to 1.9% of the ~~2022~~gross proceeds of any Transaction, provided that the ~~Company~~net ~~incurred~~proceeds ~~consulting~~from ~~fees~~the ofTransaction are at least $~~19,729~~26.0 million; and ~~$22,063,~~provided ~~respectively~~further that an additional 0.50% of the gross proceeds will be payable if the net proceeds from the Transaction are not less than the Deal Threshold.

21NOTE 7 – LOSS PER COMMON SHARE

~~item~~The 2basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. ~~Management’~~The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted ~~Discussion~~average ~~and~~number ~~Analysis~~of common shares outstanding during the year. The diluted weighted average number of ~~Financial~~common ~~Condition~~shares ~~and~~outstanding ~~Results~~is the basic weighted number of ~~Operations~~common shares adjusted for any potentially dilutive debt or equity.

~~This~~The ~~section~~following ofcommon ~~this~~shares ~~report~~issuable ~~includes~~under ~~forward-looking~~various ~~statements~~instruments ~~that~~were ~~reflect~~excluded ~~our~~from current views with respect to future events and financial performance. Forward looking statements are often identified by words like, believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the ~~date~~calculation of ~~this report.~~diluted ~~These~~net ~~forward-looking~~loss ~~statements~~per ~~are~~share ~~subject~~due to ~~certain~~their ~~risks~~antidilutive ~~and uncertainties that could cause actual results to differ materially from historical results or our predictions.~~effect:

Overview

Schedule of antidilutive shares
	Three Months Ended				Six Months Ended
	March 31, 2024		March 31, 2023		March 31, 2024		March 31, 2023

Preferred Stock		–		53,947		–		53,947
Stock Options		20,012		39,858		20,012		39,858
Warrants		358,408		435,460		358,408		435,460
Convertible Debt		45,346		51,678		45,346		51,678
Total		423,766		580,943		423,766		580,943

We operate platforms to provide a real money online gambling experience focused on i-gaming including casino, sportsbook and esports events. The Company operates under an operating services agreement with Aspire Global plc (“Aspire”) allowing EBET to provide online betting services to various countries around the world.

Schedule of loss per common share
	Three Months Ended						Six Months Ended
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
Numerator:
Net loss	$	(5,045,628	)	$	(4,011,675	)	$	(8,865,005	)	$	(11,569,440	)
Preferred stock dividends		–			(1,557,576	)		–			(3,094,545	)
Net loss attributable to common stockholders	$	(5,045,628	)	$	(5,569,251	)	$	(8,865,005	)	$	(14,663,985	)

Denominator:
Basic and diluted weighted average common shares		14,979,642			732,923			14,979,642			650,709
Basic and diluted net loss per common share	$	(0.34	)	$	(7.60	)	$	(0.59	)	$	(22.54	)

~~Acquisition of Aspire Global Plc’s (“Aspire”) Business to Consumer (“B2C”) Business~~22

InNOTE ~~order~~8 to– ~~accelerate~~TRANSACTION ~~/the growth~~WITH ~~and~~RELATED ~~expand market access for our esports product offerings, on November 29, 2021, we acquired Aspire’s B2C Business.~~PARTIES

The ~~acquisition~~Company ofengaged ~~Aspire~~a firm owned by Matthew Lourie, the Company’s ~~B2C~~ ~~business~~Chief ~~was~~Financial ~~intended~~Officer to provide ~~the~~financial ~~following~~reporting ~~benefits:~~services.

	·	ownership of Aspire’s portfolio of B2C proprietary online casino and sportsbook brands consisting of Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP;
	·	enhanced operator relationship with Aspire who provides the on-line gaming platform and a managed services offering, including customer service, customer on-boarding and payment processing ensuring operational stability and continuity.

For the three months ended March 31, 2024 and 2023, the Company incurred consulting fees of $16,381 and $18,988, respectively and $36,110 and $41,051 for the six months ended March 31, 2024 and 2023, respectively, included in general and administrative expenses on the unaudited consolidated statements of operations.

On April 27, 2023, the Company was notified by its gaming platform operator services provider Aspire Global plc (“Aspire”) that the gaming regulatory authority in Germany had sent a letter received by Aspire on April 25, 2023 stating that Aspire would be required to shut down activity of its gaming operations in Germany effective as of 10 days from receipt of said letter until such time as Aspire was otherwise granted a license to operate in Germany. Aspire informed the Company that although it sought an extension of the requested shutdown deadline, it was not successful in receiving an extension of time and/or any form of other relief from this request. In order to meet the subject German regulator requirement, Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by the Company that operate in Germany were shut down on that date. During the year ended September 30, 2023 and 2022 revenue generated in German markets was $9,686,372 and $17,555,683, respectively. During the same periods gross profit contributed from the German markets was $2,775,605 and $3,741,443, respectively.23

22item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Results~~This section of ~~Operations~~this ~~for~~report ~~the~~includes ~~Three~~forward-looking statements ~~Months~~that reflect our current views with respect to future events and financial performance. Forward looking statements are often ~~Ended~~identified ~~December~~by 31words like, ~~2023~~believe, ~~compared~~expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to ~~the~~future ~~Three~~events. ~~Months~~You ~~Ended~~should ~~December~~not 31place undue certainty on these forward-looking statements, ~~2022~~which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~Results of operations in dollars and as a percentage of net revenue were as follows:~~Overview

	Three Months Ended December 31,
	2023					2022
	$			%		$			%
Revenue	$	4,284,055			100%	$	14,407,964			100%
Cost of revenue		(2,241,465	)		52%		(8,518,622	)		59%
Gross profit		2,042,590			48%		5,889,342			41%
Operating expenses:
Sales and marketing expenses		1,785,180			42%		4,367,395			30%
Product and technology expenses		132,964			3%		294,073			2%
General and administrative expenses		2,659,176			62%		3,382,793			23%
Total operating expenses		4,577,320			107%		8,044,261			56%
Income (loss) from operations		(2,534,730	)		-59%		(2,154,919	)		-15%
Other expenses:
Interest expense		(1,586,388	)		-37%		(3,031,348	)		-21%
Loss on derivative instruments		–			0%		(142,187	)		-1%
Foreign currency loss and other		301,741			7%		(2,229,311	)		-15%
Total other expense		(1,284,647	)		-30%		(5,402,846	)		-37%
Income (loss) before provision for income taxes		(3,819,377	)		-89%		(7,557,765	)		-52%
Provision for income taxes		–			0%		–			0%
Net loss	$	(3,819,377	)		-89%	$	(7,557,765	)		-52%

~~Revenue~~Acquisition of Aspire Global Plc’s (“Aspire”) Business to Consumer (“B2C”) Business

~~For~~In ~~the~~order ~~three months ended December 31, 2023, we generated $4,284,055 in revenue compared~~ to ~~$14,407,964 in revenue during the three months ended December 31, 2022.~~accelerate ~~The decrease in revenue in~~ the ~~three~~growth ~~months~~and ~~ended~~expand ~~December~~market ~~31,~~access ~~2023,~~for ~~when~~our ~~compared~~esports ~~with~~product ~~the same period in the prior year~~offerings, ~~was~~on ~~driven by~~November ~~the Company’s restructuring of the business to improve its immediate profitability~~29, ~~certain inefficient sales and marketing efforts have been curtailed~~2021, ~~which~~we ~~have~~acquired ~~adversely impacted revenue growth since the restructuring. The current period revenue was also impacted by the loss of the Company~~Aspire’s ~~German business which occurred in April 2023, which represented approximately $4.7 million of revenue~~B2C ~~for the three months ended December 31, 2022~~Business.

~~Cost~~The acquisition of ~~Revenue~~Aspire’s B2C business was intended to provide the following benefits:

During the three months ended December 31, 2023, cost of sales was $2,241,465 as compared with $8,518,622 in the same period in the prior year. The decrease in cost of sales is due primarily to the loss of the Company’s German business which occurred in April 2023 and the Company’s restructuring of the business described above, and consists of third-party costs associated with the betting software platform and gaming taxes.

	·	ownership of Aspire’s portfolio of B2C proprietary online casino and sportsbook brands consisting of Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP;

	·	enhanced operator relationship with Aspire who provides the on-line gaming platform and a managed services offering, including customer service, customer on-boarding and payment processing ensuring operational stability and continuity.

23On April 27, 2023, the Company was notified by its gaming platform operator services provider Aspire that the gaming regulatory authority in Germany had sent a letter received by Aspire on April 25, 2023 stating that Aspire would be required to shut down activity of its gaming operations in Germany effective as of 10 days from receipt of said letter until such time as Aspire was otherwise granted a license to operate in Germany. Aspire informed the Company that although it sought an extension of the requested shutdown deadline, it was not successful in receiving an extension of time and/or any form of other relief from this request. In order to meet the subject German regulator requirement, Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by the Company that operate in Germany were shut down on that date. During the years ended September 30, 2023 and 2022, revenue generated in German markets was $9,686,372 and $17,555,683, respectively. During the same periods gross profit contributed from the German markets was $2,775,605 and $3,741,443, respectively.

~~Sales and Marketing Expense~~24

~~Sales~~Results ~~and~~of ~~marketing~~Operations ~~expense was $1,785,180~~ for the ~~three~~Three ~~months~~Months Ended ~~ended~~March ~~December~~ 31, ~~2022~~2024 compared to ~~$4,367,395 for~~ the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~December~~March 31, 2022, a decrease of $2,582,215. The decrease in sales and marketing expense is primarily driven by the revenue volume declines described above. Sales and marketing expenses also included $74,400 and $225,564 of stock-based compensation costs to employees and consultants for the three months ended December 31, 2023 and 2022, respectively, payroll costs of $239,217 and $373,094, respectively, for the three months ended December 31, 2023 and 2022, respectively. We expect sales and marketing expenses to increase in future periods as our marketing campaigns increase in both number and volume.

~~Product~~ Results ~~and~~of ~~Technology~~operations in dollars ~~Expense~~and as a percentage of net revenue were as follows:

Product and technology expense was $132,964 for the three months ended December 31, 2023 compared to $294,073 for the three months ended December 31, 2022, a decrease of $259,223. The decrease is due to decreased spending related to development of the Company’s sites. Product and technology expenses for the three months ended December 31, 2023, included payroll-related costs of $78,035, stock-based compensation of $13,419 and other development costs of $41,510 consisting primarily of consulting and other development costs. Product and technology expenses for the three months ended December 31, 2022, included payroll-related costs of $166,932, stock-based compensation of $43,571 and other development costs of $83,570 consisting primarily of consulting and other development costs.

	Three Months Ended March 31,
	2024					2023
	$			%		$			%

Revenue	$	3,522,458			100%	$	11,580,490			100%
Cost of revenue		(1,869,231	)		-53%		(6,592,199	)		-57%

Gross profit		1,653,227			47%		4,988,291			43%

Operating expenses:
Sales and marketing expenses		1,287,516			37%		2,313,235			20%
Product and technology expenses		164,662			5%		242,035			2%
General and administrative expenses		2,125,952			60%		3,397,469			29%
Total operating expenses		3,578,130			102%		5,952,739			51%

Income (loss) from operations		(1,924,903	)		-55%		(964,448	)		-8%

Other expenses:
Interest expense		(1,704,788	)		-48%		(2,688,077	)		-23%
Foreign currency loss		(1,415,937	)		-40%		(359,150	)		-3%
Total other expense		(3,120,725	)		-88%		(3,047,227	)		-26%

Income (loss) before provision for income taxes		(5,045,628	)		-143%		(4,011,675	)		-35%
Provision for income taxes		–			0%		–			0%

Net loss	$	(5,045,628	)		-143%	$	(4,011,675	)		-35%

~~General~~Revenue ~~and Administrative Expense~~

~~General~~For ~~and administrative expense was $2,659,176 for~~ the three months ended March ~~December~~ 31, ~~2023~~2024, aswe ~~compared~~generated to $3,~~382~~522,~~793~~458 ~~for the same period~~ in ~~the~~revenue ~~prior~~compared ~~year. General~~to ~~and~~$11,580,490 ~~administrative~~in ~~expense~~revenue ~~for~~during the three months ended ~~December~~March 31, 2023. ~~included~~The decrease ~~depreciation~~in ~~and~~revenue ~~amortization~~in ofthe ~~intangible~~three ~~assets of~~months ~~$348~~ended March 31,~~944~~ 2024, ~~payroll-related~~when ~~costs~~compared ofwith ~~$457,192,~~the ~~stock-based~~same ~~compensation~~period ~~cost~~in ofthe ~~$153,009,~~prior ~~consulting~~year, ~~professional~~was ~~fees~~driven ~~and~~by ~~restructuring~~the ~~costs~~Company’s restructuring of ~~$1,501,345~~the ~~including~~business ~~legal,~~to ~~accounting,~~improve ~~investor~~its ~~relations~~immediate ~~and~~profitability, ~~other~~certain ~~professional~~inefficient ~~fees,~~sales ~~depreciation~~ and ~~amortization~~marketing ~~of intangible~~efforts ~~assets.~~have ~~General~~been ~~and~~curtailed, ~~administrative~~which ~~expense~~have ~~for~~adversely ~~the~~impacted ~~three~~revenue ~~months~~growth ~~ended~~since ~~December~~the ~~31,~~restructuring. ~~2022~~The ~~included~~current ~~amortization~~period ofrevenue ~~intangible~~was ~~assets~~also ofimpacted ~~$1,623,448,~~by ~~payroll-related~~the ~~costs~~loss of ~~$523,633,~~the ~~stock-based~~Company’s ~~compensation~~German ~~cost~~business ofwhich ~~$225,564,~~occurred ~~and~~in ~~professional~~April ~~fees of $150~~2023,~~736~~ ~~including legal,~~which ~~accounting,~~represented ~~investor~~approximately ~~relations~~$3.6 ~~and~~million ~~other~~of ~~professional~~revenue for ~~fees,~~the ~~depreciation~~three ~~and~~months ~~amortization~~ended ofMarch ~~intangible~~31, ~~assets~~2023.

~~Interest and Other Expenses~~25

~~During~~Cost ~~the three months ended December 31, 2023 and 2022, we recognized interest expense~~ of $1,586,388 and $3,031,348, respectively, which included amortization of debt discounts and deferred finance costs of $13,290 and $1,277,016 related to the Senior Notes issued to acquire the Aspire business, and convertible debt issued to acquire certain intangible assets in the previous years. During the three months ended December 31, 2023 and 2022 we also incurred a foreign currency gain of $301,741and a loss of $2,229,311, respectively, due to fluctuations in the Euro compared to the US dollar.Revenue

~~Liquidity~~During the three months ended March 31, 2024, cost of revenue was $1,869,231 as compared with $6,592,199 in the same period in the prior year. The decrease in cost of revenue is due primarily to the loss of the Company’s German business which occurred in April 2023 and ~~Capital~~the ~~Resources~~Company’s restructuring of the business described above, and consists of third-party costs associated with the betting software platform and gaming taxes.

OnSales ~~December 31, 2023, we had cash~~ and ~~cash~~Marketing equivalents of $539,327, and had a working capital deficit of $64,924,990. We have historically funded our operations from proceeds from debt and equity sales, and funds received from operations. Our forecasts for fiscal year 2024 indicate that we will need additional near term funding in order to have sufficient financial resources to satisfy our outstanding debts and to continue to settle our debts as they fall due. We do not have any commitments for equity funding and are reliant on the Revolving Note to fund our operations. Pursuant to the Revolving Note, our Lender is not required to provide us with any specific amount of financing and we are dependent on our Lender agreeing to provide us with future working capital. To the extent our Lender determines not to provide us with additional working capital, we do not believe we will be able to raise alternative funding, and we will not have the ability to settle our current obligations or satisfy our outstanding payables. In such event, we will likely be required to cease operations or seek protection from creditors under applicable bankruptcy laws.Expense

24Sales and marketing expense was $1,287,516 for the three months ended March 31, 2024 compared to $2,313,235 for the three months ended March 31, 2023, a decrease of $1,025,719. The decrease in sales and marketing expense is primarily driven by the revenue volume declines described above. Sales and marketing expenses for the three months ended March 31, 2024 also included $70,650 of stock-based compensation costs to employees and consultants and payroll-related costs of $196,474. Sales and marketing expenses for the three months ended March 31, 2023 also included $153,148 of stock-based compensation costs to employees and consultants and payroll-related costs of $333,434. We expect sales and marketing expenses to increase in future periods as our marketing campaigns increase in both number and volume.

~~The~~Product ~~following~~and ~~is a summary~~Technology ~~of borrowings outstanding as at December 31, 2023:~~Expense

						December 31, 2023
	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Issuance costs		Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD		USD
Senior Note		16.5%	USD		27,500,297		27,500,297		–			–		27,500,297		–
Revolving Note		16.5%	USD		3,704,347		3,704,347		–			–		3,704,347		–
Note due to Aspire		10%	EUR		10,000,000		11,050,000		–			–		11,050,000		2,358,233
Convertible notes		10%	USD		617,500		617,500		–			–		617,500		62,681
Other		0%	USD		675,000		675,000		(102,112	)		–		572,888		–
Total borrowings							43,547,144		(102,112	)		–		43,445,032		2,420,914
Current														42,872,144		2,420,914
Long-term														572,888		–
Total borrowings														43,445,032		2,420,914

Product and technology expense was $164,662 for the three months ended March 31, 2024 compared to $242,035 for the three months ended March 31, 2023, a decrease of 77,373. The decrease is due to decreased spending related to development of the Company’s sites. Product and technology expenses for the three months ended March 31, 2024, included payroll-related costs of $98,205, stock-based compensation of $10,437 and other development costs of $41,510 consisting primarily of consulting and other development costs. Product and technology expenses for the three months ended March 31, 2023, included payroll-related costs of $176,619, stock-based compensation of $17,660 and other development costs of $47,756 consisting primarily of consulting and other development costs.

OnGeneral November 29, 2021, we entered a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to us of $30.0 million (the “Senior Note”). The Senior Note bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Senior Note at a rate equal to 14.0% per annum, plus (2) payable-in-kind interest (“PIK Interest”) on the unpaid principal amount of the Senior Note at a rate equal to 1.0% per annum. On June 30, 2023, the Company, the subsidiaries of the Company and ~~the Lender entered into a forbearance~~Administrative agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as June 30, 2023, it was in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial consideration for the Lender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points of the outstanding principal amount of the Loan (or $130,425), which amount was added to the principal balance of the loan. In addition, on June 30, 2023, the Company made a prepayment of the Loan in the amount of $2.0 million, which in turn reduced the minimum cash balance requirement under the Credit Agreement to $0. On September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance Agreement (the “Forbearance Amendment No. 1”). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.Expense

InGeneral ~~connection~~and ~~with~~administrative expense ~~the~~was ~~Forbearance Agreement~~$2,125,952 ~~the~~for ~~Lender agreed to provide~~ the ~~Company~~three ~~with~~months aended ~~revolving~~March ~~line~~31, of2024, ~~credit~~as incompared ~~the~~to ~~amount of~~ $~~2.0 million (the “Revolving Note”)~~3,397,469 ~~with~~for ~~any advances under~~ the ~~Revolving~~same ~~Note~~period ~~to be made~~ in the ~~sole~~prior ~~discretion of the Lender~~year. OnGeneral and ~~September~~administrative ~~29,~~expense ~~2023,~~for the ~~Lender agreed~~three tomonths ~~increase~~ended ~~the~~March ~~maximum~~31, ~~available~~2024 ~~amount~~included ofdepreciation ~~the~~and ~~Revolving~~amortization ~~Loan~~of tointangible ~~$4.0~~assets ~~million. The Company paid Lender a fee~~ of $40360,~~000 in connection~~493, ~~with~~payroll-related ~~the~~costs ~~increase. The Revolving Note will have a maturity date~~ of ~~November 29~~$546,210, ~~2024~~stock-based ~~and~~compensation ~~carry~~cost ~~an interest rate~~ of ~~15.0%~~$133,538, ~~per annum~~consulting, ~~provided that~~professional ~~upon~~fees anand ~~occurrence~~restructuring ofcosts ~~default the interest rate will increase to the default rate under the Loan. The Revolving Note shall be an~~of ~~Obligation~~$826,522 asincluding ~~defined~~legal, inaccounting, ~~the~~investor ~~Credit~~relations ~~Agreement~~ and asother ~~such~~professional ~~shall~~fees,. beGeneral ~~secured by the collateral in which the Company~~ and ~~the~~administrative ~~Guarantors~~expenses ~~have granted~~for ~~liens and security interests to~~ the ~~Lender in connection with the Loan. All discretionary advances shall terminate automatically~~three ~~and~~months ~~all~~ended ~~outstanding~~March ~~principal together with accrued but unpaid interest and fees shall become immediately due and payable~~31, ~~without~~2023 ~~notice to~~included oramortization ~~action by any party, on the earlier~~ of ~~the~~intangible ~~termination~~assets ~~date~~ of ~~the Forbearance Agreement~~$1,706,960, orpayroll-related ~~the~~costs ~~maturity date~~ of ~~the Revolving Note~~$474,704 ~~unless~~and ~~otherwise~~stock-based compensation ~~extended~~cost byof ~~the Lender~~$206,886.

25Interest and Other Expenses

OnDuring ~~June~~the ~~28,~~three ~~2023,~~months ~~based on~~ended ~~the~~March ~~approval~~31, of2024 ~~the~~and ~~Strategic Alternatives Committee~~2023, ~~that~~we ~~committee’s~~recognized ~~favorable~~interest ~~recommendation~~expense toof ~~the Board~~$1,704,788 and ~~the~~$2,688,077, ~~Board’s subsequent approval~~respectively, ~~the~~which ~~Company~~included ~~hired~~amortization ~~Houlihan~~of ~~Lokey~~debt discounts ~~Capital,~~and ~~Inc.~~deferred ~~(“Houlihan”)~~finance ascosts ~~the~~of ~~Company’s~~$13,585 ~~exclusive~~and ~~financial advisor~~$1,277,016 related to ~~provide~~the ~~financial~~Senior ~~advisory~~Notes ~~and~~issued ~~investment~~to ~~banking~~acquire ~~services~~the inAspire ~~connection~~business, ~~with~~and convertible ~~one~~debt orissued ~~more~~to ofacquire acertain ~~sale,~~intangible ~~recapitalization,~~assets ~~restructuring or~~in ~~any~~the ~~other~~previous ~~financial~~years. ~~transactions~~During ~~involving~~ the ~~Company.~~three ~~The~~months ~~continued~~ended ~~engagement~~March of31, ~~Houlihan~~2024 ~~was~~and ~~required~~2023 we byalso ~~the~~incurred ~~Lender~~a ~~during~~foreign ~~the term~~currency loss of ~~the~~$1,415,937 ~~Forbearance~~and ~~Agreement.~~$359,150, Onrespectively, ~~January~~due ~~31,~~to ~~2024,~~fluctuations in the ~~Company~~Euro and ~~Houlihan~~British ~~agreed~~pound compared to ~~terminate~~ the ~~engagement~~US ~~with approval of the Lender~~dollar.

Effective on October 1, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the “Forbearance Amendment No. 2”). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding principal balance of the Loan. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than 30 calendar days will constitute a Termination Event under the Forbearance Agreement as amended. On November 11, 2023, Lender provided the Company with an extension of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and on December 19, 2023, the Lender provided the Company with an additional extension of 40 days. Effective January 31, 2023, the Lender provided the Company with an additional extension of 90 days. Pursuant to Forbearance Amendment No. 2, the Company agreed that to the extent it receives net proceeds from or in connection with a judgment, settlement or other in or out of court resolution of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to the payments set forth in subsection (i)) in excess of $50.0 million.26

~~Effective~~Results onof ~~October~~Operations 1,for ~~2023,~~ the ~~Company~~Six ~~entered~~Months ~~into an amended and restated note conversion option agreement (the “Option Agreement”) with the Lender.~~Ended ~~Pursuant~~March ~~to the Option Agreement~~31, ~~the~~2024 ~~Company~~compared ~~agreed~~ to ~~permit~~ the ~~Lender~~Six ~~the~~Months ~~right~~Ended toMarch ~~convert~~31, any amounts due pursuant to the Loan and the Revolving Note into shares of Company common stock at a conversion price of $1.25 per share with respect to the initial $5.0 million and at a conversion price of $2.50 per share with respect to the remaining amounts.2023

~~The~~ Results ~~Option Agreement provides that the Lender (together with its affiliates) may not convert any portion~~ of ~~the~~operations ~~Loan~~in ~~or Revolving Loan during an initial 45-day~~dollars ~~lockup~~and oras toa ~~the~~percentage ~~extent that the Lender would own more than 9.99%~~ of ~~the~~net ~~Company’s~~revenue ~~outstanding~~were ~~common~~as stock immediately after exercise, except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership of outstanding stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice to the Company.follows:

On January 9, 2024, the Company, the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the “Amendment No. 3”). The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability under a use of proceeds that including working capital as well as funding for our litigation matters, materially including our litigation against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended and restated note conversion option agreement (the “Conversion Agreement”), pursuant to which the Company agreed that the Lender shall have the right to convert the principal balance and accrued interest under the Loan and Revolving Note into shares of Company common stock at a conversion price of $0.116 per share (subject to adjustment for stock splits, stock dividends and other similar events). The foregoing conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument the Company issues to any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion, which percentage may be increased or decreased at the holder’s election provided any adjustment would not become effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender of the shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender’s request, and to use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To the extent that the Company does not have sufficient authorized shares of common stock to allow for the full conversion permitted by the Conversion Agreement, upon the Lender’s request, the Company will be required to use its reasonable best efforts to obtain approval of an increase in the Company's authorized shares from its shareholders. During any period of time that the Company does not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was reset to $0.116 per share.

	Six Months Ended March 31,
	2024					2023
	$			%		$			%

Revenue	$	7,806,513			100%	$	25,988,454			100%
Cost of revenue		(4,110,696	)		-53%		(15,110,821	)		-58%

Gross profit		3,695,817			47%		10,877,633			42%

Operating expenses:
Sales and marketing expenses		3,072,695			39%		6,680,630			26%
Product and technology expenses		297,625			4%		536,108			2%
General and administrative expenses		4,785,129			61%		6,780,262			26%
Total operating expenses		8,155,449			104%		13,997,000			54%

Income (loss) from operations		(4,459,632	)		-57%		(3,119,367	)		-12%

Other expenses:
Interest expense		(3,291,176	)		-42%		(5,719,425	)		-22%
Loss on derivative instruments		–			0%		(142,187	)		-1%
Foreign currency loss		(1,114,197	)		-14%		(2,588,461	)		-10%
Total other expense		(4,405,373	)		-56%		(8,450,073	)		-33%

Income (loss) before provision for income taxes		(8,865,005	)		-114%		(11,569,440	)		-45%
Provision for income taxes		–			0%		–			0%

Net loss	$	(8,865,005	)		-114%	$	(11,569,440	)		-45%

26Revenue

~~The~~For ~~accompanying~~the ~~consolidated financial~~six ~~statements~~months ~~have~~ended ~~been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent~~March ~~upon~~31, ~~our ability to obtain equity or debt financings to continue operations. We have a history of and expect to continue to report negative cash flows from operations and a net loss. Our forecasts for~~ 2024, ~~and beyond indicate that~~ we ~~will~~generated ~~need~~$7,806,513 ~~additional~~in ~~funding~~revenue incompared ~~order~~ to ~~have~~$25,988,454 ~~sufficient~~in ~~financial~~revenue ~~resources~~during tothe ~~continue~~six tomonths ~~settle~~ended ~~our~~March ~~debts~~31, ~~as they fall due~~2023. WeThe ~~have taken significant measures to increase~~decrease ~~the~~in ~~profitability~~revenue ~~of our business~~ in the ~~short~~six ~~term,~~months ~~but~~ended weMarch ~~are~~31, ~~not~~2024, ~~currently~~when ~~generating~~compared ~~sufficient~~with ~~cash from our operations to settle our debts as they fall due and continue to require near term financing. These actions include optimizing~~ the ~~efficiency~~same ofperiod ~~marketing~~in ~~campaigns, reducing~~ the ~~total~~prior ~~number of employees and contractors~~year, ~~terminating~~was ~~software~~driven ~~and~~by ~~other~~the ~~immaterial contracts as well as generally reducing~~Company’s ~~the~~restructuring ~~operating costs~~ of the business. ~~These~~to ~~efforts~~improve ~~have~~its ~~also~~immediate ~~resulted~~profitability, incertain aninefficient ~~increased~~sales ~~focus on our i-gaming business~~ and amarketing ~~significant reduction~~efforts inhave ~~the~~been ~~investment of our esports products and technologies~~curtailed, which ~~resulted~~have inadversely ~~the~~impacted ~~recognition~~revenue ofgrowth ansince ~~impairment loss on certain intangible assets and fixed assets. As a result of our actions as referenced above, we do not expect to launch our esports products in~~ the ~~short or medium term~~restructuring. ~~These~~The ~~factors~~current ~~raise~~period ~~substantial~~revenue ~~doubt~~was ~~regarding~~also ~~our~~impacted ~~ability~~by ~~to continue as a going concern. These financial statements do not include any adjustments to~~ the ~~recoverability~~loss ~~and classification~~ of ~~recorded asset amounts and classification of liabilities~~the ~~that~~Company’s ~~might~~German bebusiness ~~necessary~~which ~~should~~occurred wein beApril ~~unable~~2023, towhich ~~continue~~represented asapproximately ~~a going concern~~$8.3 Wemillion ~~may~~of ~~seek~~revenue ~~additional~~for ~~funding~~the ~~through~~six ~~a combination of equity~~months ~~offerings,~~ended ~~debt~~March ~~financings~~31, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof2023. ~~Management cannot be certain that such events or a combination thereof can be achieved.~~

AsCost of ~~December 31, 2023, we have incurred an accumulated deficit of $154,977,817 since inception and have not yet generated any meaningful income from operations.~~Revenue

~~Cash~~During ~~used~~the six months ended March 31, 2024, cost of revenue was $4,110,696 as compared with $15,110,821 in ~~operating~~the ~~activities~~same period in the prior year. The decrease in cost of revenue is due primarily to the loss of the Company’s German business which occurred in April 2023 and the Company’s restructuring of the business described above, and consists of third-party costs associated with the betting software platform and gaming taxes.

Net cash used in operating activities was $683,698 for the three months ended December 31, 2023, as compared to cash used in operating activities of $1,820,902 for the same period in the prior year. Net cash used in operating activities during the three months ended December 31, 2023, included payments made for employee costs, professional fees to our consultants, attorneys and accountants for services. The decrease in cash used in operations compared to the prior period is due to the Company’s efforts to streamline operations and reduce costs.27

~~Cash~~Sales ~~used~~and inMarketing ~~investing activities~~Expense

~~Net~~Sales ~~cash~~and ~~used~~marketing ~~in investing~~expense ~~activities~~ was $03,072,695 ~~during~~for the ~~three~~six months ended ~~December~~March 31, ~~2023.~~2024 ~~Net~~compared ~~cash~~to ~~used~~$6,680,630 infor ~~investing~~the ~~activities~~six ~~was~~months ended March 31, 2023, a decrease of $83,~~204~~607,935. The decrease in sales and marketing expense is primarily driven by the revenue volume declines described above. Sales and marketing expenses for the ~~three~~six months ended ~~December~~March 31, ~~2022~~2024 also included $145,050 of stock-based compensation costs to employees and ~~was~~consultants and payroll-related costs toof $435,691. Sales and marketing expenses for the ~~purchase~~six months ended March 31, 2023 also included $378,712 of ~~fixed~~stock-based ~~assets~~compensation costs to employees and consultants and payroll costs of $706,529. We expect sales and marketing expenses to increase in future periods as our marketing campaigns increase in both number and volume.

~~Cash~~Product ~~used~~and ~~provided by financing activities~~Technology Expense

~~Net~~Product ~~cash~~and ~~provided~~technology ~~by financing~~expense ~~activities~~ was $1297,~~900~~625 for the six months ended March 31,~~000~~ 2024 compared to $536,108 for the ~~three~~six months ended ~~December~~March 31, 2023, a decrease of $238,483. The decrease is due to ~~proceeds~~decreased ~~from~~spending related to development of the ~~Revolving~~Company’s ~~Note~~sites. ~~Net~~Product ~~cash~~and ~~provided~~technology byexpenses ~~financing~~for the ~~activities~~six ~~was~~months ended March 31, 2024, included payroll-related costs of $~~973~~98,~~965~~205, stock-based compensation of $23,856 and other development costs of $97,530 consisting primarily of consulting and other development costs. Product and technology expenses for the ~~three~~six months ended March ~~December~~ 31, ~~2022~~2023, included payroll-related costs of $343,551, stock-based compensation of $61,231 and ~~was~~other ~~related~~development tocosts ~~the~~of ~~settlement~~$131,326 consisting primarily of ~~derivative~~consulting ~~instruments~~and other development costs.

~~Off~~General ~~Balance~~and ~~Sheet Arrangements~~Administrative Expense

~~None~~General and administrative expense was $4,785,129 for the six months ended March 31, 2024, as compared to $6,780,262 for the same period in the prior year. General and administrative expense for the six months ended March 31, 2024 included depreciation and amortization of intangible assets of $709,437, payroll-related costs of $1,003,402, stock-based compensation cost of $286,547, consulting, professional fees and restructuring costs of $2,327,867 including legal, accounting, investor relations and other professional fees. General and administrative expense for the six months ended March 31, 2023 included amortization of intangible assets of $3,330,408, payroll-related costs of $725,263 and stock-based compensation cost of $440,854. Other general and administrative expenses of $2,283,737 primarily consisted of legal, accounting, investor relations and other professional fees, The decline in payroll costs is a result of the Company’s efforts to reduce headcount and streamline operations.

Interest and Other Expenses

During the six months ended March 31, 2024 and 2023, we recognized interest expense of $3,291,176 and $5,719,425, respectively, which included amortization of debt discounts and deferred finance costs of $26,875 and $2,554,317 related to the Senior Notes issued to acquire the Aspire business, and convertible debt issued to acquire certain intangible assets in the previous years. During the six months ended March 31, 2024 and 2023 we also incurred foreign currency losses of $1,114,197 and a loss of $2,588,461, respectively, due to fluctuations in the Euro and British pound compared to the US dollar.

Liquidity and Capital Resources

On March 31, 2024, we had cash of $632,975 and had a working capital deficit of $67,962,907. We have historically funded our operations from proceeds from debt and equity sales, and funds received from operations. Our forecasts for fiscal year 2024 indicate that we will need additional near term funding in order to have sufficient financial resources to satisfy our outstanding debts and to continue to settle our debts as they fall due. We do not have any commitments for equity funding and are reliant on the Revolving Note to fund our operations. Pursuant to the Revolving Note, our Lender is not required to provide us with any specific amount of financing and we are dependent on our Lender agreeing to provide us with future working capital. To the extent our Lender determines not to provide us with additional working capital, we do not believe we will be able to raise alternative funding, and we will not have the ability to settle our current obligations or satisfy our outstanding payables. In addition, on April 12, 2024 we acknowledged that due to the issuance of an arbitration award against us in January 2024, a Termination Event had occurred under the Forbearance Agreement we have with the Lender. However, the Lender agreed that such Termination Event would not take effect until the earlier of June 17, 2024 or the date of another Termination Event unless otherwise waived or modified by mutual agreement. As such, we believe that as of June 17, 2024, we will be in default on approximately $34.7 million to our Lender unless the Lender chooses to provide us with a further extension of the effectiveness of the Termination Event or we are able to source other funds to satisfy such debt, neither of which we believe will occur. In such event, our Lender may foreclose on all or substantially all of our assets and/or subsidiaries equity or we may need to seek protection from creditors under applicable bankruptcy laws.

The following is a summary of borrowings outstanding as at March 31, 2024:

	Contractual Interest			Principal outstanding balance		Principal outstanding balance		Unamortized debt discount			Total		Accrued Interest
	rate		Cur	Local		USD		USD			USD		USD
Senior Note		16.5%	USD		28,663,302	$	28,663,302		–			28,663,302	$	–
Revolving Note		16.5%	USD		6,005,405		6,005,405		–			6,005,405		–
Note due to Aspire		10%	EUR		10,000,000		10,811,000		–			10,811,000		2,685,373
Convertible notes		10%	USD		617,500		617,500		–			617,500		62,681
Other		0%	USD		675,000		675,000		(88,528	)		586,472		–
Total borrowings						$	46,772,207		(88,528	)		46,683,679	$	2,748,054

Current												46,097,207	$	2,748,054
Long-term												586,472		–
Total borrowings												46,683,679	$	2,748,054

On November 29, 2021, we entered a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to us of $30.0 million (the “Senior Note”). The Senior Note bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Senior Note at a rate equal to 14.0% per annum, plus (2) payable-in-kind interest (“PIK Interest”) on the unpaid principal amount of the Senior Note at a rate equal to 1.0% per annum. On June 30, 2023, the Company, the subsidiaries of the Company and the Lender entered into a forbearance agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as June 30, 2023, it was in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023. A Termination Event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial consideration for the Lender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points of the outstanding principal amount of the Loan (or $130,425), which amount was added to the principal balance of the loan. In addition, on June 30, 2023, the Company made a prepayment of the Loan in the amount of $2.0 million, which in turn reduced the minimum cash balance requirement under the Credit Agreement to $0. On September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance Agreement (the “Forbearance Amendment No. 1”). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.

In connection with the Forbearance Agreement, the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the “Revolving Note”), with any advances under the Revolving Note to be made in the sole discretion of the Lender. On September 29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company paid Lender a fee of $40,000 in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and carry an interest rate of 15.0% per annum, provided that upon an occurrence of default the interest rate will increase to the default rate under the Loan. The Revolving Note shall be an Obligation as defined in the Credit Agreement and as such shall be secured by the collateral in which the Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan. All discretionary advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance Agreement, or the maturity date of the Revolving Note, unless otherwise extended by the Lender.

On June 28, 2023, based on the approval of the Strategic Alternatives Committee, that committee’s favorable recommendation to the Board, and the Board’s subsequent approval, the Company hired Houlihan Lokey Capital, Inc. (“Houlihan”) as the Company’s exclusive financial advisor to provide financial advisory and investment banking services in connection with one or more of a sale, recapitalization, restructuring or any other financial transactions involving the Company. The continued engagement of Houlihan was required by the Lender during the term of the Forbearance Agreement. On January 31, 2024, the Company and Houlihan agreed to terminate the engagement with approval of the Lender.

Effective on October 1, 2023, the Company entered into an amended and restated note conversion option agreement (the “Option Agreement”) with the Lender. Pursuant to the Option Agreement, the Company agreed to permit the Lender the right to convert any amounts due pursuant to the Loan and the Revolving Note into shares of Company common stock at a conversion price of $1.25 per share with respect to the initial $5.0 million and at a conversion price of $2.50 per share with respect to the remaining amounts.

The Option Agreement provides that the Lender (together with its affiliates) may not convert any portion of the Loan or Revolving Loan during an initial 45-day lockup or to the extent that the Lender would own more than 9.99% of the Company’s outstanding common stock immediately after exercise, except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership of outstanding stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice to the Company.

On April 12, 2024, the parties entered into a Fourth Amendment to Credit Agreement (“Amendment No 4.”) pursuant to which, among other items, the maximum available amount of the Revolving Loan was increased to $11.0 million. Pursuant to Amendment No. 4, the Company acknowledged that due to the issuance of an arbitration award against the Company on or about January 5, 2024, a Termination Event had occurred under the Forbearance Agreement (“Termination Event”). However, the Lender has agreed in Amendment No. 4 that that such Termination Event effectiveness was postponed until the earlier of June 17, 2024 or the date of another Termination Event unless otherwise waived or modified by mutual agreement.

On May 2, 2024, the Company, the subsidiaries of the Company and the Lender entered into Forbearance Agreement Amendment No. 3 (the “Forbearance Amendment No. 3”). The Forbearance Amendment No. 3 acknowledges the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than 30 calendar days, the issuance of an arbitration award against the Company on or about January 5, 2024 and certain failures to maintain good standing of certain subsidiary entities each being a Termination Event under the Forbearance Agreement, as amended. The Forbearance Amendment No. 3 postpones the effectiveness of the Termination Event to the earlier to occur of June 17, 2024 or the occurrence of another event of default. There is no certainty or assurance that the Company will receive another postponement of the Termination Event beyond June 17, 2024 and there is no certainty that the Company will not undergo the occurrence of another event of default prior thereto. As a result there is no certainty that the Company’s Lender will not foreclose on the assets and/or equities of the Company and/or its subsidiaries in the near term.

The accompanying unaudited consolidated financial statements have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain equity or debt financings to continue operations. We have a history of and expect to continue to report negative cash flows from operations and a net loss. Our forecasts for 2024 and beyond indicate that we will need additional funding in order to have sufficient financial resources to continue to settle our debts as they fall due. We have taken significant measures to increase the profitability of our business in the short term, but we are not currently generating sufficient cash from our operations to settle our debts as they fall due and continue to require near term financing. These actions include optimizing the efficiency of marketing campaigns, reducing the total number of employees and contractors, terminating software and other immaterial contracts as well as generally reducing the operating costs of the business. These efforts have also resulted in an increased focus on our i-gaming business and a significant reduction in the investment of our esports products and technologies, which resulted in the recognition of an impairment loss on certain intangible assets and fixed assets. As a result of our actions as referenced above, we do not expect to launch our esports products in the short or medium term. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved.

As of March 31, 2024, we have incurred an accumulated deficit of $160,023,445 since inception and have not yet generated any meaningful income from operations.

Cash used in operating activities

Net cash used in operating activities was $4,102,055 for the six months ended March 31, 2024, as compared to cash used in operating activities of $7,247,321 for the same period in the prior year. Net cash used in operating activities during the six months ended March 31, 2024, included payments made for employee costs, professional fees to our consultants, attorneys and accountants for services. The decrease in cash used in operations compared to the prior period is due to the Company’s efforts to streamline operations and reduce costs.

Cash used in investing activities

Net cash used in investing activities was $0 during the six months ended March 31, 2024. Net cash used in investing activities was $11,208 for the six months ended March 31, 2023 and was related to the purchase of fixed assets.

Cash used provided by financing activities

Net cash provided by financing activities was $4,000,000 for the six months ended March 31, 2024 due to proceeds from the Revolving Note. Net cash provided by financing activities was $3,895,947 for the six months ended March 31, 2023 due to the cash received from sale of common stock of $5,921,982, proceeds from settlement of derivatives of $973,965 partially offset by the repayment of $3,000,000 on the Senior Notes.

Off Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervisions of and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures. Based upon such evaluation, our chief executive officer and our chief financial officer have concluded that, as of ~~December~~March 31, ~~2023~~2024, our disclosure controls and procedures were ineffective because of the material weaknesses in our internal control over financial reporting due to a lack of segregation of duties and the lack of formal documentation of our control environment.

In light of the material weakness described above, we continue to perform additional analysis and other post-closing procedures to ensure our financial statements are prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

There were no changes to our internal control over financial reporting during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, that have materially affected, or are reasonable likely to materially effect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company’s previous financial advisor, Boustead Securities LLC (“Advisor”) has alleged a breach by the Company over the termination of their engagement and the timing of the payment and amount of the fees owed to the Advisor (collectively the “Claims”). On June 2, 2022, the Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority (“FINRA”) in connection with the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc. counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and attorneys’ fees in an amount to be determined. Boustead Securities, LLC’s current Second Amended Statement of Claim, filed on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC’s Second Amended Statement of Claim, the Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in damages and attorneys’ fees. The Advisor has filed a petition to confirm the Award in the Superior Court of the State of California in the County of Los Angeles and we have since filed a Motion to Vacate the Award. The Company has accrued the awarded amounts in the accompanying unaudited consolidated balance ~~sheet~~sheets.

On September 28, 2023, EBET, INC. filed a lawsuit in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in an amount of no less than 65,000,000 Euro plus punitive and other damages proven at trial (“Aspire Litigation”) and including causes of action against Aspire and the other defendants for fraud, material breach of the ~~share~~Share ~~purchase~~Purchase ~~agreement~~Agreement whereon the Company had acquired the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites, player database and other related assets and also related to the operator service agreements and Promissory Note entered concurrent with the closing of the ~~share~~Share ~~purchase~~Purchase ~~agreement~~Agreement, and other causes of action. On November 7, 2023, Aspire and the other defendants removed the subject matter to the United States District Court for the District of Nevada. On December 12, 2024, Aspire filed a Motion to Dismiss our Complaint in the matter and on January 9, 2024 we filed an Opposition to Aspire’s Motion to Dismiss. On February 23, 2024, EBET, Inc. filed a Motion for Leave to File a First Amended Complaint, which included a proposed First Amended Complaint that added Neogames S.A. and NeoGames Connect S.a.r.l. as defendants. On May 8, 2024, the United States District Court for the District of Nevada granted EBET, Inc.’s Motion for Leave to File its First Amended Complaint. EBET, Inc. subsequently filed its First Amended Complaint on May 13, 2024.The Aspire Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going forward.

Other than as described above, we are not at this time involved in any additional legal proceedings that we believe could have a material effect on our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

For a discussion of potential risks or uncertainties, see “Risk Factors” in the Company’s most recent annual report on Form 10-K on file with the SEC. Except as set forth below, there have been no material changes to the risk factors disclosed in such annual report.

~~Our~~In ~~current~~April ~~operations~~2024 ~~are~~we ~~dependent~~incurred ona Termination ~~the~~Event ~~market~~under ~~access~~our ~~rights~~Forbearance ~~secured~~Agreement, ~~with~~which ~~the~~Termination ~~Aspire~~Event ~~acquisition~~will take effect on June 17, ~~and~~2024, ifunless weextended doby ~~not~~the ~~retain~~Lender, ~~these~~and ~~rights~~pursuant to orwhich ifthe ~~Aspire~~Lender docould ~~not~~declare ~~maintain~~a ~~their rights,~~default weof ~~will~~the ~~not~~Credit Agreement wherein we would be ~~able~~required to ~~operate~~immediately repay the amounts due under the Credit Agreement.

WeOn ~~previously~~April ~~held~~12, a2024, ~~Curacao~~we acknowledged ~~gaming~~that ~~sublicense~~due ~~pursuant~~ to ~~which~~the weissuance ~~could~~of ~~accept~~an ~~wagers~~arbitration ~~from~~award ~~residents~~against ofus in January 2024, a ~~limited~~Termination ~~number~~Event ofhad ~~jurisdictions,~~occurred ~~primarily~~under inthe ~~parts~~Forbearance ofAgreement ~~Asia~~we ~~and~~have ~~South~~with ~~America~~the Lender. ~~Given~~However, ~~our~~the ~~focus~~Lender onagreed ~~pursuing~~that asuch ~~direct~~Termination ~~gaming~~Event ~~license~~would innot ~~Curacao,~~take weeffect ~~allowed~~until ~~our~~the ~~Curacao~~earlier ~~gaming~~of ~~sub-license~~June to17, ~~expire~~2024 ~~without~~or ~~material~~the ~~consequent~~date toof ~~our~~another ~~business~~Termination onEvent ~~January~~unless 29otherwise waived or modified by mutual agreement. As such, ~~2024~~we Webelieve ~~intend~~that toas ~~pursue~~of aJune 17, ~~direct~~2024, ~~license~~we inwill ~~Curacao~~be in default on approximately $34.7 million to our Lender unless the ~~future,~~Lender ~~although~~chooses to provide us with a further postponement ~~there~~of isthe noTermination ~~assurance~~Event date or we ~~will~~are beable ~~successful~~to insource ~~obtaining~~other ~~such~~funds ~~license.~~to Wesatisfy dosuch ~~not~~debt, ~~believe~~of which the ~~loss~~sourcing of ~~our~~funds ~~sublicenses~~to ~~will~~satisfy ~~materially affect~~the ~~our~~debt ~~operations~~is not likely to occur.

The borrowings under the Credit Agreement are secured by a first priority lien on our assets. If we fail to comply with the terms of the Forbearance Agreement, as amended, the Lender could declare an immediate event of default, which would give it the right to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, since the borrowings under the Credit Agreement are secured by a first priority lien on our assets, upon such an event of default, the Lender may foreclose on our assets and/or equity of our subsidiaries.

Our current operations are dependent on the market access rights secured with the Aspire acquisition, and if we do not retain these rights or if Aspire does not maintain their rights, we will not be able to operate.

We previously held a Curacao gaming sublicense pursuant to which we could accept wagers from residents of a limited number of jurisdictions, primarily in parts of Asia and South America. Given our focus on pursuing a direct gaming license in Curacao, we allowed our Curacao gaming sub-license to expire without material consequence to our business on January 29, 2024. We intend to pursue a direct license in Curacao in the future, although there is no assurance we will be successful in obtaining such license. We do not believe the loss of our sublicenses will materially affect our operations.

The acquisition of the Aspire B2C business included sublicenses to allow us to operate in several western European markets. We and our operator service platform provider Aspire are required to comply with requirements of each of these licenses to maintain market access. If we and our operator service platform provider Aspire fail to comply with the various regulations, we may be unable to conduct any gaming business in that jurisdiction and our business would be materially harmed. In April 2023, we were notified by Aspire that the gaming regulatory authority in Germany had sent a letter to Aspire stating that Aspire would be required to shut down activity of its gaming operations in Germany until such time as Aspire was otherwise granted a license to operate in Germany. In order to meet the subject German regulator requirement, Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by us that operate in Germany were shut down on that date. There is no assurance that similar actions will not be taken by additional jurisdictions in the future.

In order to expand our operations in the future, particularly into the United States and additional European countries, we will need to obtain gaming licenses in such jurisdictions or partner with companies already operating in such jurisdictions. We can provide no assurance that we will be able to obtain future gaming licenses.

We may incur material expenses or delays in financings or SEC filings due to the dismissal of BF Borgers and our stock price and access to the capital markets may be affected.

As a public company, we are required to file with the SEC financial statements that are audited or reviewed, as applicable, by an independent registered public accountant. Our access to the capital markets and our ability to make timely filings with the SEC will depend on having financial statements audited or reviewed again by a new independent registered public accounting firm. In addition, because the SEC found that BF Borgers deliberately failed to conduct audits and quarterly reviews in accordance with applicable PCAOB standards and fraudulently issued audit reports, we will not be able to rely on BF Borgers to provide other information or documents that would customarily be received by us or underwriters in connection with financings or other transactions, including consents and “comfort” letters. As a result, we may encounter delays, additional expense and other difficulties in future financings. Any resulting delay in accessing or inability to access the public capital markets could be disruptive to our operations and could affect the price and liquidity of our securities. Any negative news about the proceedings against BF Borgers may also adversely affect investor confidence in companies that were previous clients of BF Borgers. All of these factors could materially and adversely affect the market price of our common stock and our ability to access the capital markets.

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

There were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported on a Current Report on Form 8-K filed by the Company.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not Applicable.

Item 5. Other Information

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Item 6. Exhibits

Exhibit Number		Description
3.1		Amendment to EBET, Inc. Articles of Incorporation (incorporated by reference to exhibit 3.1 of the Form 8-K filed October 2, 2023)
10.1		Third Amendment to Credit Agreement to Credit Agreement dated January 9, 2024 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated by reference to exhibit 10.20 of the Form 10-K filed January 12, 2024)
10.1**		Forbearance Agreement Amendment No. 2 dated October 2, 2023 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated by reference to exhibit 10.3 of the Form 8-K filed October 2, 2023)
10.2		Second Amended and Restated Note Conversion Option Agreement dated January 9, 2024 between EBET, Inc. and CP BF Lending, LLC (incorporated by reference to exhibit 10.21 of the Form 10-K filed January 12, 2024)
10.2		Amended and Restated Note Conversion Option Agreement dated October 2, 2023 between EBET, Inc. and CP BF Lending, LLC (incorporated by reference to exhibit 10.5 of the Form 8-K filed October 2, 2023)
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1*(1)		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*(1)		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

____________________

*	Filed herewith.
**	Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the SEC upon request.

*	Filed herewith.

(1)	The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

3035

SIGNATURES

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

	EBET, INC.
Date: February 13, 2024	By:	/s/ Aaron Speach
Date: May 20, 2024	By:	/s/ Aaron Speach
		Aaron Speach Chief Executive Officer, President and Director (Principal Executive Officer)
Date: February 13, 2024	By:	/s/ Matthew Lourie
Date: May 20, 2024	By:	/s/ Matthew Lourie
		Matthew Lourie Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

3136

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