0001213900-21-060587 | S-1 | XBRL Viewer

Significant Accounting Policies [Line Items]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation and Principle of Consolidation

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated

financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 and the related interim information contained within the notes to the financial statements are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements and in the opinion of management, reflect all normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2021 and the results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021 or for other future interim periods or years. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2020 set forth elsewhere in TDAC’s Form S-4 as amended and filed with the U.S. Securities and Exchange Commission.

Non-controlling Interests

Non-controlling interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions the Company believes to be reasonable under the circumstances.

Reclassifications

Certain balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the balances of current or total assets and prior year’s net loss or accumulated deficit.

Going Concern

The Company has experienced operating losses and negative operating cash flows for the years ended December 31, 2020 and 2019. As of the date of the issuance date of these financial statements, our existing cash resources, net proceeds from the Business Combination, and cash to be generated from future operations, are anticipated to be sufficient to fund the Company’s operating activities, including our anticipated operating, debt and capital expense requirements, for at least 12 months after November 15, 2021.

Cash and Restricted Cash

As of September 30, 2021 and December 31, 2020, cash comprised of cash deposits, and deposits with some banks exceeded federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company had no marketable securities as of September 30, 2021 and December 31, 2020.

As of December 31, 2020, restricted cash included $6,950,000 escrow deposit related to the Company’s future performance obligations to provide data access to a third party under a Master Service Agreement dated December 12, 2020. As of September 30, 2021, the restricted cash balance was $0 as the Company met all requirements in the agreement.

Accounts Receivable

The Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, being its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company did not record any allowance for uncollectible receivables as of September 30, 2021 and December 31, 2020. The Company has not incurred bad debt expense historically.

Prepaid Expenses

Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services. The Company expenses the service as it is performed. The value of the services provided were used to value these contracts. The current portion of prepaid expenses is included in current assets on the consolidated balance sheet.

Investments

On August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third party business development partner representing 4% of the total outstanding shares of the company. As this investment resulted in less than 20% ownership, it was accounted for using the cost basis method.

Property and equipment, net

Property and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense in the consolidated statement of operations.

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

		Computers and equipment		3 years
		Furniture and fixtures		5 years
		Software		3 years

Leases

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use

asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Under the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

Goodwill and Other Intangibles

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “Goodwill and Other Intangible Assets”. The Company reviewed for impairment and determined that no impairment indicators exist as of September 30, 2021 and December 31, 2020. See Footnote 5 for further discussion.

Revenue Recognition

Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, the Company recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii) identifiable performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation; (iv) the transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues are recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration expected to be entitled to in exchange for those goods or services.

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

The Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, being the user or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling price, there is no allocation of consideration necessary.

Other associated revenue

Items that fall under this revenue classification include:

Data licensing

The Company’s performance obligations in agreements with certain customers is to provide a license of intellectual property related to the Company’s compiled customer data. Customers pay a combination of a license issue fee paid up front and sales-based royalties. The transaction price is deemed to be the license issue fee stated in the contract. The licenses offered by the Company can be in the form of both functional and symbolic licenses. Those licenses designated as functional licenses are those with significant standalone functionality and provides customers with the right to use the Company’s intellectual property. This allows the Company to recognize revenue on the license issue fee at a point in time at the beginning of the contract, which is when the customer begins to have use of the license. Those licenses designated as symbolic provide the customer with the right to use the Company’s data on an ongoing basis with continued updates through the term of the agreement in the form of newly gathered data being made available to the customer. Variable consideration related to sales-based royalties is recognized only when (or as) the later of the following events occur: (i) the subsequent sale or usage occurs; or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). For current performance obligations, the Company has included zero variable consideration in the transaction price as this represents the most likely amount as of the current reporting period.

Other licensing revenue

The Company’s performance obligations in agreements with certain customers is to provide a license of intellectual property related to the use of the Company’s tradename for marketing purposes by partners of the Company. Customers pay a license fee up front. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic license which provides the customer with the right to use the Company’s intellectual property on an ongoing basis with continued support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. There is no variable consideration related to these performance obligations.

Affiliate marketing credit revenue

The Company’s performance obligation in agreements with certain third parties is to transfer previously acquired affiliate marketing credits (“credits”). The payment for these credits by the third parties is priced on a per-contract basis. The performance obligation in these agreements is to provide title rights of the previously acquired credits to the third party. This transfer is point-in-time when the revenue is recognized, and there are no variable considerations related to this performance obligation.

Arrangements with multiple performance obligations

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices based on the prices charged to customers.

Deferred Revenue

The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.

Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, management requires payment before the products or services are delivered to the customer.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Cost of Revenue

Cost of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing fees on user fees, including, chargebacks imposed on the Company. Other non-variable costs included in cost of revenue include affiliate marketing credits acquired on a per-contract basis.

Stock Based Compensation

Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation — “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based payment transactions and accounts for share-based awards to employees in accordance with ASC 718, Stock Compensation. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

Recent Accounting Pronouncements

ASU No. 2020-09 (Topic 470), Debt

Amendments to SEC paragraphs pursuant to SEC release NO. 33-10762 amends terms related to Debt Guarantors and Issuers of Guaranteed Securities Registered or to be Registered with the SEC. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements.

2. Significant Accounting Policies

Basis of Presentation and Principle of Consolidation

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect the accounts and operations of the Company and its majority or wholly owned subsidiaries, beginning with the date of their respective acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Business Combinations

The Company has applied the provisions of FASB Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), in accounting for business combinations. The Company uses the acquisition method of accounting for business combinations. The Company’s acquisition of TinBu, LLC (“TinBu”) is discussed further in Footnote 3.

Going Concern

Cash and Restricted Cash

As of December 31, 2020 and 2019, cash was comprised of cash deposits. As of December 31, 2020, deposits with some banks exceeded federally insured limits with the majority of cash held in one financial institution. As of December 31, 2019, the Company held cash in one financial institution but at levels below federally insured limits. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company had no marketable securities as of December 31, 2020 and 2019.

Restricted cash as of December 31, 2020 included a $8,950,000 escrow deposit related to the Company’s future performance obligations to provide data access to a third party under a Master Service Agreement dated December 12, 2020. $2,000,000 out of the total amount of restricted cash was $8,950,000 was released and available for use based on the delivery of year-to-date 2020 sample data in December 2020. The remaining $6,950,000 will be released and available for use based on certain milestones as agreed with the third party.

Accounts Receivable

in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company did not record any allowance for uncollectible receivables as of December 31, 2020 and 2019. The Company has not incurred bad debt expense historically.

Prepaid Expenses

Prepaid expenses consist of payments made for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services. The Company used the value of services received to value the equity instruments issued and amortizes as expenses as the services are received. The current portion of prepaid expenses is included in current assets on the consolidated balance sheet.

Investments

On August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third party business development partner representing 4% of the total outstanding shares of the third party company. As this investment resulted in less than 20% ownership, it was accounted for using the cost basis method.

Property and equipment, net

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

		Computers and equipment		3 years
		Furniture and fixtures		5 years
		Software		3 years

Goodwill and Other Intangibles

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “Goodwill and Other Intangible Assets”. The Company performed its annual impairment test and determined that no impairment exists with respect to its goodwill as of December 31, 2020 and 2019. See Footnote 5 for further discussion.

Revenue Recognition

Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”,

Lottery game sales

Each individual lottery game delivered by the Company to the end user represents a distinct performance obligation and the consideration charged by the Company to each end user for each lottery game sale is fixed, representing the standalone selling price. At all times, the relationship between the user or customer is solely with the Company and it is the Company’s sole responsibility and risk to deliver the lottery game and to ensure the availability of the lottery game for redemption, as required.

The Company’s performance obligations of delivering lottery games commences at the point in time in which the user of the B2C Platform or a customer of the B2B API, as applicable, delivers the consideration for a lottery game to the Company following which the Company delivers the digital representation of the lottery game to such user or customer and thereafter procures the lottery game ticket from the seller of such lottery game ticket. There is no variable consideration related to lottery game sales and no allocation of consideration necessary.

In accordance with Accounting Standards Codification (“ASC”) 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over the specified good or services before they are transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has discretion in establishing the price. For all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes fulfilment risk of all lottery game sales as it retains physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory risk an all lottery game sales tickets as they would be responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while states has the authority to establish lottery game sales prices, the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being sold.

Data licensing

The Company’s performance obligations in agreements with certain customers is to provide a license of intellectual property related to the Company’s compiled customer data. Customers pay a combination of a license issue fee paid up front and sales-based royalties. The transaction price is deemed to be the license issue fee stated in the contract. The licenses offered by the Company can be in the form of both functional and symbolic licenses. Those licenses designated as functional licenses are those with significant standalone functionality and provides customers with the right to use the Company’s intellectual property. This allows the Company to recognize revenue on the license issue fee at a point in time at the beginning of the contract, which is when the customer begins to have use of the license. Those licenses designated as symbolic provide the customer with the right to use the Company’s data on an ongoing basis with continued updates through the term of the agreement in the form of newly gathered data being made available to the customer. For symbolic licenses, the Company therefore recognizes revenue rateably over the term of the contracts. Variable consideration related to sales-based royalties is recognized only when (or as) the later of the following events occur: (i) the subsequent sale or usage occurs; or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). For current performance obligations, the Company has included zero variable consideration in the transaction price as this represents the most likely amount as of the current reporting period.

Other licensing revenue

The Company’s performance obligations in contracts with certain customers is to provide a license of intellectual property related to the use of the Company’s trade name for marketing purposes by partners of the Company. Customers pay a license fee up front. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic license which provides the customer with the right to use the Company’s intellectual property on an ongoing basis with continued support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. The Company recognizes revenue rateably over the term of the contract. There are no variable considerations related to these performance obligations.

Arrangements with Multiple Performance Obligations

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of any performance, including amounts which are refundable.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Cost of Revenue

Stock Based Compensation

Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation — “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based payment transactions and accounts for share-based awards to employees in accordance with ASC718, Stock Compensation. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2020 and 2019 were approximately $66,000 and $96,000, respectively.

Income Taxes

For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, in relation to the income and losses incurred by the limited liability companies, they have been consolidated in the Company’s tax return and provision based upon its relative ownership.

Income taxes are accounted for in accordance with ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefit will not be realized.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2018 through 2020 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2018 through 2020 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations.

Fair Value of Financial Instruments

The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

• Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

• Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

• Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Fair value of stock options and warrants

Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data.

Recent Accounting Pronouncements

ASU 2014-09, Revenue from Contracts with Customers (Topic 606) “Revenue Recognition” (“ASC 606”)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) “Revenue Recognition” (“ASC 606”). ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

On January 1, 2019, the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2019. Results for all reporting periods are presented under Topic 606. We did not have a cumulative impact as of January 1, 2019 due to the adoption of ASC 606.

ASU No. 2016-02 (Topic 842), Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842) (“ASC 842”). ASC 842 requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASC 842, a lessee is required to recognize assets and liabilities for leases with terms of more than 12 months.

Topic ASC 842 also provides a package of transition practical expedients that allows an entity to not reassess (i) whether any expired or existing contracts contain a lease; (ii) the lease classification of any expired or existing lease; and (iii) initial direct costs for any existing lease. The Company adopted ASC 842, effective January 1, 2019 and elected the package of transition practical expedients. The Company also elected additional transitional practical expedients that allow an entity to not reassess land easements not previously addressed under ASC 840 and to not recognize on the balance sheet leases with terms of less than 12 months. The Company is using the modified retrospective method without the recasting of comparative periods’ financial information. As a result of adopting the new standard, on January 1, 2019, the Company determined that the leases did not have a significant impact upon adoption of ASC 842.

ASU No. 2020-09 (Topic 470), Debt

Business Combination

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Business Combination [Line Items]

Business Combination

3. Business Combination

On June 30, 2021, the Company completed its acquisition of 100 percent of equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction over the ability to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in other countries throughout Latin America. Aganar has been operating in the licensed iLottery market in Mexico since 2007 and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico under the brand name Capalli. The opening balance of

the acquirees have been included in our consolidated balance sheet since the date of the acquisition. Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was used to translate the balances.

The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the acquired intangible assets were determined using Level 3 inputs which were not observable in the market.

The total purchase price of $10,989,691, consisting cash of $10,530,000 and 228,702 shares of common stock of Lottery.com at $2.01 per share. The total consideration transferred was approximately $10,055,214, reflecting the purchase price, net of cash on hand at Global Gaming and the principal amount of certain loans acquired. The purchase price is for an 80% ownership interest and is therefore grossed up to $13,215,843 as to reflect the 20% minority interest in the acquirees. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:

Cash	$	517,460
Accounts receivable, net		34,134
Prepaids		5,024
Property and equipment, net		2,440
Other assets, net		65,349
Intangible assets		8,590,000
Goodwill		4,940,643
Total assets	$	14,155,051

Accounts payable and other liabilities	$	(387,484	)
Customer deposits		(134,707	)
Related party loan		(417,017	)
Total liabilities	$	(939,208	)

Total net assets of Acquirees	$	13,215,843

Goodwill recognized in connection with the acquisition is primarily attributed to an anticipated growing lottery market in Mexico that are expected to be achieved from the integration of these Mexican entities. None of the goodwill is expected to be deductible for income tax purposes.

Following are details of the purchase price allocated to the intangible assets acquired.

Category	Fair Value
Customer Relationships	$	410,000
Gaming Licenses	$	4,020,000
Trade Names and Trademarks	$	2,540,000
Technology	$	1,620,000
Total Intangibles	$	8,590,000

The following unaudited pro forma condensed consolidated results of operations for the three and nine months ended September 30, 2021 have been prepared as if the acquisition of Global Gaming had occurred on January 1, 2021 and includes adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding. For the three months ending September 30, 2021, Global Gaming’s financial results are included in the number for Lottery.com

	For the three months ended September 30, 2021				For the nine months ended September 30, 2021
	Lottery.com (As presented above)		Proforma Lottery.com		Lottery.com (As presented above)		Global Gaming Acquisition (Historical)			Proforma Lottery.com
Total revenues	$	32,248	$	32,248	$	47,035	$	1,962		$	48,998
Net income (loss)		11,153		11,153		3,563		(86	)		3,477
Net income (loss) attributable to common shareholders	$	11,153	$	11,153	$	3,563	$	(86	)	$	3,477

Net income (loss) per common share
Basic	$	1.89	$	1.89	$	0.64				$	0.63
Diluted	$	0.24	$	0.24	$	0.08				$	0.08

Weighted average common shares outstanding
Basic		5,900,980		5,900,980		5,534,794					5,534,794
Diluted		45,956,427		45,956,427		45,590,241					45,590,241

3. Business Combination

On August 28, 2018, the Company entered into a Purchase Agreement to purchase all of membership interest of TinBu. In 2018, the Company acquired TinBu, a digital publisher and provider of lottery data results, jackpots, results, and other data, as a wholly owned subsidiary. Through TinBu, our Data Service delivers daily results of over 820 domestic and international lottery games from more than 40 countries, including the United States, Canada, and the United Kingdom, to over 400 digital publishers and media organizations.

Our technology pulls real time primary source data, and, in some instances, we additionally acquire data from dedicated data feeds from the lottery authorities; our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the lottery authorities to pull this primary source data or acquire the data from such dedicated feeds. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

The Company has determined that the acquisition was a business combination under ASC 805 whereby the assets acquired and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition. Any goodwill recognized is attributed based on reporting units.

The purchase consideration was as follows:


Cash	$	12,474,635
Notes payable	$	200,000
Options to purchase Digital Security		3,176,214
Total purchase consideration	$	15,590,849

According to the purchase agreement dated on August 28, 2018, the purchase consideration consisted of cash consideration of $6,500,000 and options to purchase up to 4,000,000 digital securities at $0.05 per digital securities. The Purchase Agreement specified two members as the majority members and the remaining members as the minority members. Cash consideration was not immediately transferred at the acquisition date. Instead, a payment schedule was specified on the purchase agreements. Options to purchase securities were awarded to each member at the acquisition date. The broker fees for this transaction of $260,000 cash and 160,000 digital security options (valued at approximately $380,000 as calculated below) were expensed immediately.

On January 25, 2019, the payments to the majority members of TinBu were amended to be a final consideration to the majority members of TinBu. According to the modification agreement, the final consideration to the majority members of TinBu was changed from approximately $4,120,000 and 2,535,665 digital security options to approximately $10,295,000 cash consideration and no digital securities options. The cash consideration of $10,000,000 was not transferred immediately at the time the modification agreement was entered. The modification agreement on January 25, 2019 did not change the purchase consideration to the minority member of TinBu and the broker. After the modification, the total consideration comprised of the following:


Total consideration to majority members per modification agreement	$	10,295,088
Cash consideration to minority members per purchase agreement		2,119,547
Implied value of digital securities options for minority members		3,176,214
Total purchase price	$	15,590,849

The implied value of the digital securities options for minority members was calculated based on the difference in cash consideration to majority members from the original agreement versus the modified agreement of approximately $6,175,000 divided by the difference in digital securities options of 2,535,665, or $2.44 per digital securities option.

The modification agreement specified the payment methods for the final consideration, including payments from investments and certain sales. In conjunction with the modification agreement, promissory notes of $200,000 were entered with the majority members of TinBu. Given the modification agreement was entered within 6 months after the purchase agreement, the Company considered the guidance about measurement period. The promissory notes have a conversion feature that upon a qualified financing or a change of control, the notes would be converted to shares of senior preferred stock. The Company does not expect the conversion feature from promissory notes to preferred stock would have a significant value. Thus, the face values of the promissory notes are included in the purchase price.

The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:


Cash	$	128,434
Accounts receivable		26,407
Prepaids and other assets		62,856
Property and equipment, net		492
Rent deposit		3,860
Intangible assets		2,380,000
Goodwill		12,997,048
Total assets	$	15,599,097

Accounts payable and other liabilities	$	8,248
Net assets acquired	$	15,590,849

Property and Equipment, net

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property and Equipment, net [Line Items]

Property and Equipment, net

4. Property and Equipment, net

Property and equipment, net as of September 30, 2021 and December 31, 2020, consisted of the following:

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Computers and equipment	$	99,342		$	85,004
Furniture and fixtures		22,767			14,301
Software		2,980,100			1,903,121
Property and equipment		3,102,209			2,002,426
Accumulated depreciation		(1,804,324	)		(1,331,474	)
Property and equipment, net	$	1,297,885		$	670,952

Depreciation expense was $250,875 and $157,588 for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense was $473,500 and $471,132 for the nine months ended September 30, 2021 and 2020, respectively.

4. Property and Equipment, net

Property and equipment, net as of December 31, 2020 and 2019 consisted of the following:

	As of December 31,
	2020			2019
Computers and equipment	$	85,004		$	63,090
Furniture and fixtures		14,301			14,301
Software		1,903,121			1,903,121
Property and equipment		2,002,426			1,980,512
Accumulated depreciation		(1,331,474	)		(689,813	)
Property and equipment, net	$	670,952		$	1,290,699

Depreciation expense was $641,661 and $623,607 for the years ended December 31, 2020 and 2019, respectively.

Intangible assets, net

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Intangible assets, net [Line Items]

Intangible assets, net

5. Intangible assets, net

TinBu Acquisition

The following intangible assets, net relate to the acquisition of TinBu LLC (“TinBu”):

Customer Relationships

Customer relationships represent the valuation of acquired customer accounts. The cost is amortized on the straight-line method over its estimated useful life of six years.

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(483,056	)		(365,556	)
	$	456,944		$	574,444

Amortization expense for the three months ended September 30, 2021 and 2020 was $39,167 and $39,167, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $117,500 and $117,500, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $39,167 and each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,443).

Trade Name

Trade name consists of the valuation of the Company’s trademarks and brand identity. The trade name is being amortized on the straight-line method over its respective term of six years.

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,139	)		(3,889	)
	$	4,861		$	6,111

Amortization expense for the three months ended September 30, 2021 and 2020 was $417 and $417, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $1,250 and $1,250, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $417 and each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,110).

Technology

Technology represents the valuation of acquired technology. The cost is amortized on the straight-line method over its estimated useful life of six years.

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(734,861	)		(556,111	)
	$	695,139		$	873,889

Amortization expense for the three months ended September 30, 2021 and 2020 was $59,583 and $59,583, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $178,750 and $178,750, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $59,583 and each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,890).

Software Agreements

The Company entered into a software agreement with a third party. As part of the agreement, the Company paid $2,000,000 for unlimited access to the software of the third party. The cost of this software agreement is amortized on the straight-line method over its estimated useful life of six years.

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,194,444	)		(944,444	)
	$	805,556		$	1,055,556

Amortization expense for the three months ended September 30, 2021 and 2020 was $83,333 and $83,333, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $250,000 and $250,000, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $83,333 and each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $83,333).

On March 9, 2018, the Company and Playsino Inc. executed a Merger Agreement (the “Playsino Agreement”), which included a provision that, in the event of the Playsino Agreement’s termination, the Company would receive a non-exclusive license to certain programs, databases and operating systems owned by Playsino, Inc. without further action required by either the Company or Playsino, Inc. On February 15, 2021, the Company terminated the majority of the Playsino Agreement, to pursue a business combination with Trident. The surviving provision was the non-exclusive license for which the Company issued Playsino, Inc. a Series B notes in the principal amount to $12.45 million. The Company’s non-exclusive license to certain programs, databases and operating systems became effective as of the date of the termination of the Playsino Agreement, being February 15, 2021, on which both parties were able to agree on the value for the non-exclusive license. The non-exclusive license is treated as an intangible asset under ASC 350 “Intangibles — Goodwill and Other”. The useful life of the intangible asset is five years. The cost of the intangible asset is amortized on the straight-line method over its estimated useful life. As of the date of this filing, the Company’s management assessed that were no triggering events or circumstances that indicated that the asset carrying value would be impaired. Management will continue to evaluate for impairment periodically in accordance with ASC 360-10 “Overall — Recoverability of Carrying Amounts — Assets to Be Held and Used”.

Amortization expense for the three and nine months ended September 30, 2021 was $622,500 and $1,245,000, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $622,500 and each of the ensuing years through December 31, 2026 will be $2,490,000 (except for 2026, which will be $622,500).

Sports.com Domain Acquisition

In February 2021, the Company purchased the domain name sports.com. The total purchase price for the unlimited use of the domain name was $6,000,000 which was partially paid in cash for $3,000,000 and the balance was settled by issuing Series B convertible debt of $3,000,000 (see Note 6). The cost is amortized n the straight-line method over its estimated useful life of fifteen years.

Amortization expense for the three and nine months ended September 30, 2021 was $100,000 and $233,333, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $100,000 and each of the ensuing years through December 31, 2036 will be $400,000 (except for 2036, which will be $66,666).

Lottery.com Domain Acquisition

In March 2017, the Company purchased the domain name lottery.com. The total purchase price was $935,000 for the domain name. The cost is amortized on the straight-line method over its estimated useful life of fifteen years.

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(280,500	)		(233,750	)
	$	654,500		$	701,250

Amortization expense for the three months ended September 30, 2021 and 2020 was $15,583 and $15,583, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $46,750 and $46,750, respectively.

Estimated amortization expense for the three months remaining in 2021 will be $15,583 and each of the ensuing years through December 31, 2032, will be $62,333 (except for 2032, which will be $15,588).

Aganar and JuegaLotto Acquisition

The following intangible assets, net relate to the acquisition of Aganar and JuegaLotto:

Customer Relationships

Customer relationships represent the valuation of acquired customer accounts. The asset will be amortized on the straight-line method over its estimated useful life of six years.

Amortization expense for the three and nine months ended September 30, 2021 was $17,083.

Estimated amortization expense for the three months remaining in 2021 will be $17,083 and each of the ensuing years through December 31, 2027 will be $68,333 (except for 2027, which will be $34,167).

Trade Name

Trade name consists of the valuation of the Company’s trademarks and brand identity. The trade name is being amortized on the straight-line method over its respective term of six years.

Amortization expense for the three and nine months ended September 30, 2021 was $105,833.

Estimated amortization expense for the three months remaining in 2021 will be $105,833 and each of the ensuing years through December 31, 2027 will be $423,333 (except for 2027, which will be $211,667).

Technology

Technology represents the valuation of acquired technology. The asset will be amortized on the straight-line method over its estimated useful life of six years.

Amortization expense for the three and nine months ended September 30, 2021 was $67,500.

Estimated amortization expense for the three months remaining in 2021 will be $67,500 and each of the ensuing years through December 31, 2027 will be $270,000 (except for 2027, which will be $135,000).

Gaming Licenses

Gaming licenses represent the valuation of licenses allowing the entities to operate in certain jurisdictions. The asset will be amortized on the straight-line method over its estimated useful life of six years.

Amortization expense for the three and nine months ended September 30, 2021 was $167,500.

Estimated amortization expense for the three months remaining in 2021 will be $167,500 and each of the ensuing years through December 31, 2027 will be $670,000 (except for 2027, which will be $335,000).

5. Intangible Assets, net

TinBu Acquisition

The following intangible assets relate to the acquisition of TinBu:

Customer Relationships

Customer relationships represent the valuation of acquired customer accounts. The cost is amortized on the straight-line method over its estimated useful life of six years.

	As of December 31,
	2020			2019
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(365,556	)		(208,889	)
	$	574,444		$	731,111

Amortization expense for the years ended December 31, 2020 and 2019 was $156,667 and $156,667, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,443).

Trade Name

Trade name consists of the valuation of the Company’s trademarks and brand identity. The trade name is being amortized on the straight-line method over its respective term of six years.

	As of December 31,
	2020			2019
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(3,889	)		(2,222	)
	$	6,111		$	7,778

Amortization expense for the years ended December 31, 2020 and 2019 was $1,667 and $1,667, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,110).

Technology

Technology represents the valuation of acquired technology. The cost is amortized on the straight-line method over its estimated useful life of six years.

	As of December 31,
	2020			2019
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(556,111	)		(317,778	)
	$	873,889		$	1,112,222

Amortization expense for the years ended December 31, 2020 and 2019 was $238,333 and $238,333, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,890).

Software Agreement

The Company entered into a software agreement with a third party. As part of the agreement, the Company paid $2,000,000 for unlimited access to the software of the third party. The cost is amortized on the straight-line method over its estimated useful life of six years.

	As of December 31,
	2020			2019
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(916,667	)		(583,333	)
	$	1,083,333		$	1,416,667

Amortization expense for the years ended December 31, 2020 and 2019 was $333,333 and $333,333, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $83,334).

Lottery.com Domain Acquisition

	As of December 31,
	2020			2019
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(233,750	)		(171,417	)
	$	701,250		$	763,583

Amortization expense for the years ended December 31, 2020 and 2019 was $62,333 and 62,333, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2032 will be $62,333 (except for 2032, which will be $15,588).

Notes Payable and Convertible Debt

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Notes Payable and Convertible Debt [Line Items]

Notes Payable and Convertible Debt

6. Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 465,170 shares of the Company’s common stock (see Note 7), which were issued as of September 30, 2021.

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties have verbally agreed to extend the maturity of the notes to December 31, 2021. As of September 30, 2021 and December 31, 2020, the balance amount due on these notes was $821,500. The Company cannot prepay the loan without consent from the noteholders. As of September 30, 2021, there have been no Qualified Financing events that trigger conversion.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $8,592,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loan without consent from the noteholders. As of September 30, 2021, there have been no Qualified Financing events that trigger conversion.

During the three months ended March 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $36,598,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging from December 2021 to December 2022. The Company cannot prepay the loan without consent from the noteholders. As of September 30, 2021, the Series B Convertible Notes had a balance of $48,032,280. During the three months ended September 30, 2021, the company issued additional Series B convertible notes for the aggregate amount of $2,992,500.

During the three months ended September 30, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the principal value of the notes. The additional principal associated with the amendments totaled $527,500. The amendments were accounted for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded loss on extinguishment of $71,812 as a result of the amendment which is mapped in “Other expenses” on the consolidated statements of operations.

As of September 30, 2021 and December 31, 2020, the outstanding balances of the Series A and B notes was as follows;

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Total face value of series A convertible notes payable	$	821,500		$	821,500
Total face value of series B convertible notes payable		47,982,280			8,607,802
Total face value of secured convertible prommisory note		—			935,000
Total face value of convertible notes payable		48,803,780			10,364,302
Less: unamortized beneficial conversion feature		(7,020,725	)		(1,240,716	)
Less: unamortized debt discount		(1,301,674	)		(230,921	)
Total convertible notes payable, net		40,481,381			8,892,665
Less: current portion of convertible notes payable		(8,912,163	)		(8,882,665	)
Convertible notes payable, net of current portion	$	31,569,218		$	10,000

Maturities of the Series A and B notes are as follows:

	Series A Amount		Series B Amount		Total Amount
Years ending December 31,	Series A Amount		Series B Amount		Total Amount
2021 (three months remaining)		821,500		9,198,547		10,020,047
2022		—		38,783,733		38,783,733
	$	821,500	$	47,982,280	$	48,803,780

PPP Loan

On May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provides for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during our third quarter of fiscal year 2021.

Short term loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of September 30, 2021 and December 31, 2020, the balance of the loan was $150,000.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties have verbally agreed the notes will be due upon a qualifying financing event. As of September 30, 2021 and December 31, 2020, the balance of the loans totaled $2,976 and $17,700, respectively.

Notes payable

On August 28, 2018. in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes have an interest rate of 0%, and they mature on January 25, 2022. As of September 30, 2021 and December 31, 2020, the balance of the notes was $5,496,393 and $11,067,643, respectively.

6. Notes Payable and Convertible Debt

Secured Convertible Note

As part of the Lottery.com domain purchase, the Company issued a secured convertible promissory note with the fair value of $935,000, zero percent interest and matures March 2021. The note has an automatic conversion at the time of maturity or if 50% of the note is prepaid in cash. The prepayment feature is only at the determination of the Company and not of the holder. The full value of the note is convertible into 465,170 shares of the Company’s common stock.

If the Company consummates a change of control while the Note remains outstanding, the Company is obligated to convert the note into the shares of common stock. A change of control is defined as (i) a consolidation or merger; (ii) any transaction or series of related transaction in which the Company transfers more than 50% of the Company’s voting power; or (iii) the sale or transfer of substantially all the Company’s assets, or exclusive license of all material intellectual property.

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties have verbally agreed to extend the maturity of the notes pending qualified financing. As of December 31, 2020 and 2019 the balance of these notes was $821,500. The Company cannot prepay the loan without consent from the noteholders.

The notes contain a mandatory conversion provision should the Company experience a qualified financing event. Per the terms of the notes, a qualified financing event is considered to take place if the Company issues and sells shares of its equity securities to investors on or before the Maturity Date in an equity financing with total proceeds of more than $20 million, excluding the conversion of the Series A Notes or other convertible securities issued for capital raising purposes. In this event, the notes’ conversion price will be equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by a discount factor of 0.8 — 0.95, depending on the date of closing of the qualified financing; or (ii) the quotient resulting from dividing $500 million by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing. The terms of the note do not allow voluntary conversion by the noteholders. As of December 31, 2020 there have been no Qualified Financing events.

If the Company consummates a change of control while the Note remains outstanding, the Company is obligated to repay principal and interest outstanding to the Holder in cash. A change of control is defined as (i) a consolidation or merger; (ii) any transaction or series of related transaction in which the Company transfers more than 50% of the Company’s voting power; or (iii) the sale or transfer of substantially all the Company’s assets, or exclusive license of all material intellectual property.

In accounting for the beneficial conversion feature, the Company allocated the proceeds of the note between the note and equity based on the value of the beneficial conversion feature. The proceeds allocable to the beneficial conversion feature were recognized as additional paid in capital and a corresponding debt discount.

In 2017, the Company issued Series A convertible promissory notes with varying face values that aggregate a total of $821,500. All of the convertible notes were issued with an interest rate of 10% and maturity date of June 30, 2021. As of December 31, 2020 and 2019 the outstanding balances of the Series A notes was $821,500.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $8,592,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For any convertible promissory notes that had an original maturity on or before December 31, 2020, the parties executed an amendment in February 2021 that updated the maturity date to December 21, 2021. Included in the amendment, was the additional automatic conversion to equity upon completion of the business combination with Trident Acquisition Corp. As of December 31, 2020 and 2019 the balance of these notes was $8,592,828. The Company cannot prepay the loan without consent from the noteholders.

The notes contain a mandatory conversion provision should the Company experience a qualified financing event. Per the terms of the notes, a qualified financing event is considered to take place if the Company issues and sells shares of its equity securities to investors on or before the Maturity Date in an equity financing with total proceeds of more than $20 million, excluding the conversion of the Series A Notes or other convertible securities issued for capital raising purposes. In this event, the notes’ conversion price will be equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by a discount factor of 0.75, depending on the date of closing of the qualified financing; or (ii) the quotient resulting from dividing $150 million by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing. The terms of the note do not allow voluntary conversion by the noteholders. As of December 31, 2020 there have been no Qualified Financing events.

As of December 31, 2018, the Company had issued a Series B convertible promissory note with a face value of $100,000. For the years ended December 31, 2020 and 2019, respectively the Company issued additional Series B convertible promissory notes with the accumulative face value of $5,621,363 and $2,886,439, respectively. All of the convertible notes were issued with an interest rate of 8% and maturity date of December 31, 2021 with the exception of one note for $10,000 has a maturity of December 31, 2022.

As of December 31, 2020 and 2019, the outstanding balances of the Series A and B notes was as follows;

	As of December 31,
	2020			2019
Total face value of series A convertible notes payable	$	821,500		$	821,500
Total face value of series B convertible notes payable		8,607,802			2,986,439
Total face value of secured convertible promissory note		935,000			935,000
Total face value of convertible notes payable		10,364,302			4,742,939
Less: unamortized beneficial conversion feature		(1,240,716	)		(494,892	)
Less: unamortized debt discount		(230,921	)		(149,051	)
Total convertible notes payable, net		8,892,665			4,098,996
Less: current portion of convertible notes payable		(8,882,665	)		—
Convertible notes payable, net of current portion	$	10,000		$	4,098,996

Maturities of the Series A and B notes are as follows:

	Series A Amount		Series B Amount		Secured Amount		Total Amount
Years ending December 31,
2021		821,500		8,597,802		935,000		10,354,302
2022		—		10,000		—		10,000
	$	821,500	$	8,607,802	$	935,000	$	10,364,302

PPP Loan

On May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with the PPP and believes that its use of the loan proceeds met the conditions for forgiveness of the PPP loan. The Company accounted for the PPP Loan as a loan under ASC 470 Debt.

Short term loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of December 31, 2020 the balance of the loan was $150,000. There was no outstanding balance as of December 31, 2019.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties have verbally agreed the notes will be due upon a qualifying financing event. As of December 31, 2020 the balance of the loans totaled $17,700. There was no outstanding balance as of December 31, 2019.

Notes payable

On August 28, 2018. in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes have an interest rate of 0% which mature on January 25, 2022. As of December 31, 2020 and 2019, the balance due on the note was $11,067,643 and $11,943,767, respectively.

Stockholders' Equity

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Stockholders' Equity [Line Items]

Stockholders' Equity

7. Stockholders’ Equity

Common Stock

As of September 30, 2021 and December 31, 2020, 5,910,980 shares and 5,158,607 shares, respectively, were outstanding. During the nine months ended September 30, 2021, the Company issued 20,000 common shares upon the exercise of stock options and 465,170 common shares as the secured convertible note matured (see Note 6). There were no stock option exercises during the nine months ended September 30, 2020.

Common Stock Warrants

All 190,749 outstanding shares are fully vested and have a weighted average remaining life of 4.1 years. The Company did not incur any expense for the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020.

Beneficial Conversion Feature — Convertible Debt

As detailed in Note 6– Notes Payable and Convertible Debt, the Company has issued two series of convertible debt. Both issuances resulted in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the proceeds allocable to the beneficial conversion feature as additional paid in capital and a corresponding debt discount. This additional paid in capital is reflected in the accompanying unaudited condensed consolidated Statements of Changes in Stockholders’ Equity.

7. Stockholders’ Equity

Common Stock

The company has authorized 8,610,000 common shares of stock, par value $0.0001 per share.

Voting

At all stockholder meetings and written actions, holders of Common Stock are entitled to one vote per share of Common Stock; provided, however, unless required by law, such holders cannot vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of Preferred Stock. There is no cumulative voting.

Election of Directors

Holders of Series A Preferred Stock are entitled to elect 1 director and holders of Common Stock are entitled to elect 2 directors. A director may be removed without cause only by the vote of the holders of the shares of class or series of stock entitled to elect such director.

Adjustment for Certain Dividends and Distributions

If, after the Series A Original Issue Date (as defined in the Company’s amended and restated certificate of incorporation), the Company determines holders of Common Stock are entitled to receive a dividend or other distribution in additional shares of Common Stock, the Preferred Stock Conversion Price (as defined in the Company’s amended and restated certificate of incorporation) will be decreased by multiplying the Conversion Price by a fraction in which (a) the numerator is the total shares of Common Stock issued and outstanding; and (b) the denominator is the total number shares of Common Stock issued and outstanding plus the number of shares of Common Stock issuable in payment of such dividend or distribution; however, (y) if such dividend or distribution is not fully paid or made on the record date, the Conversion Price will be recomputed and adjusted as of the time of payment; and (x) no adjustment will be made if holders of Preferred Stock simultaneously receive the dividend or distribution of shares of Common Stock on an as-converted basis.

Adjustments for Other Dividends and Distributions

If the Company determine holders of Common Stock are entitled to receive a dividend or other distribution in Company securities or in other property, and other than by distribution of shares of Common Stock, and accordingly the foregoing provisions do not apply, holders of Common Stock and Preferred Stock, on an as-converted basis, shall simultaneously receive such dividend or other distribution.

In 2019 and 2020 the Company did not declare or pay any dividends.

Preferred Stock (All Series)

The holders of Preferred Stock have certain rights, preferences, privileges, and restrictions, which are fully included and described in the Company’s amended and restated certificate of incorporation. The significant terms of the Preferred Stock are as follows:

Dividends

Dividends are payable when, as, and if declared by the Company’s Board of Directors, acting in its sole discretion. Other than with respect to dividends payable on shares of Common Stock payable in shares of Company Stock, dividends are not payable on any other class or series of capital stock of the Company unless the holders of the Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock first or simultaneously receive a dividend on each outstanding share of Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock in an amount calculated in accordance with the provisions of the Company’s amended and restated certificate of incorporation. After payment of dividends to the holders of the Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock described above, other than with respect to dividends payable on shares of Common Stock payable in shares of Company Stock, dividends are not payable on any other class or series of capital stock of the Company unless the holders of the Series Seed Preferred Stock first or simultaneously receive a dividend on each outstanding share of Series Seed Preferred Stock in an amount calculated in accordance with the provisions of the Company’s amended and restated certificate of incorporation. The Company has not declared or paid dividends in 2019 or 2020.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, as such term is defined in the Company’s amended and restated certificate of incorporation, before any payment is made to holders of Common Stock, payment shall be made from the assets of the Company available for distribution to its stockholders, on a pari passu basis, to the holders of the Preferred Stock in an amount per share equal to 1.5x the Series A Original Issue Price, Series A-1 Original Issue Price, Series A-2 Original Issue Price, or Series Seed Original Issue Price (as such terms are defined in the amended and restated certificate of incorporation), as applicable, plus any dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Company, or a Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Preferred Stock in the full amounts that they are entitled to, they shall share rateably, on a pari passu basis, in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

After the payment of all preferential amounts required to be paid to the holders of the Preferred Stock:

• in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the remaining assets of the Company available for distribution to its stockholders are distributed, pro rata, among the holders of the Preferred Stock, on an as-converted basis, and the holders of the Common Stock, or

• in the event of a Qualifying Financing, as such term is defined in the Company’s amended and restated certificate of incorporation, the remaining assets of the Company available for distribution to its stockholders are distributed, pro rata, among the holders of Common Stock alone.

Voting

The holders of the Preferred Stock are entitled to cast the number of votes equal to the number of whole shares of Common Stock on an as-converted basis as of the applicable record date at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting). The holders of Preferred Stock vote together with the holders of Common Stock as a single class, unless provided otherwise by law or the Company’s amended and restate certificate of incorporation. The holders of the Series A Preferred Stock voting together as a separate class are entitled to elect 1 director of the Company and the holders of the Common Stock voting together as a separate class are entitled to elect 2 directors of the Company

Conversion

Each share of Preferred Stock is convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, into such number of fully paid and nonassessable shares of Common Stock determined by dividing:

• the Series A Original Issue Price by the Series A Conversion Price (as defined in the amended and restated certificate of incorporation) in effect at the time of conversion (which is initially equal to $13.97337); provided, however, such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment;

• the Series A-1 Original Issue Price by the Series A-1 Conversion Price (as defined in the amended and restated certificate of incorporation) in effect at the time of conversion (which is initially equal to $7.68535); provided, however, such initial Series A-1 Conversion Price, and the rate at which shares of Series A-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment; and

• dividing the Series A-2 Original Issue Price by the Series A-2 Conversion Price (as defined in the amended and restated certificate of incorporation) in effect at the time of conversion (which is initially equal to $0.33039582); provided, however, such initial Series A-2 Conversion Price, and the rate at which shares of Series A-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

• the Series Seed Original Issue Price by the Series Seed Conversion Price (as defined in the amended and restated certificate of incorporation) in effect at the time of conversion (which is initially equal to $0.95); provided, however, such initial Series Seed Conversion Price, and the rate at which shares of Series Seed Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

All preferred stock will mandatorily convert upon the earliest to occur of (a) the closing of the sale of shares of Common Stock to the public at a price of at least 3x times the Series A Original Issue Price per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $30,000,000 of net proceeds to the Company; or (b) the date and time, or the occurrence of an event, specified by vote or written consent of (i) the holders of at least 50% of the then outstanding shares of Preferred Stock voting on an as-converted to Common Stock basis, and (ii) the holders of at least 50% of the then outstanding shares of Series A Preferred Stock, (y) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (z) such shares may not be reissued by the Company.

Redemption

The Preferred Stock is not redeemable.

A summary of the convertible preferred stock shares authorized, issued, and outstanding as of December 31, 2020 is as follows:

	Original Issue Price per Share		Shares Designated	Shares Outstanding	Liquidation Value
Seed	$	0.95	633,000	633,000	$	601,350
Series A	$	13.97	1,220,000	1,220,000	$	17,047,548
Series A1	$	7.69	225,000	223,749	$	1,719,601
Series A2	$	0.33	305,000	302,668	$	100,000
			2,383,000	2,379,417	$	19,468,499

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of the Net Raffle Revenue of LDC Crypto Universal Public Company Limited (“LDC”). The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may have. The Company may repurchase Digital Securities at a future date but has no obligation to do so. From August 2018 to December 2020, the Company issued approximately (i) 51,520,000 Digital Securities for approximately $55,717,000; and (ii) options to purchase an additional 1,464,340 Digital Securities for $0.05 per Digital Security. For the years ended December 31, 2020 and 2019, respectively, the Company recognized an additional, approximate value of between $650,000 and $2,892,000 from issuance of additional Digital Securities. The Digital Securities in the aggregate receive an allocation of 7% of the Net Raffle Revenue of LDC, as such term is defined and calculated in the applicable private placement memorandum, which is then distributed periodically on a pro rata basis to each Digital Security holder based on the Digital Securities then outstanding. As these Digital Securities are directly linked to the raffle sweepstakes business of LDC but are not otherwise tied to any other assets or equity instruments of LDC or the Company, the Company presents these Digital Securities and related Net Raffle Revenue as additional paid in capital on the Balance Sheet as permitted under Topic 505 Equity (“ASC 505”). See Footnote 10.

Common Stock Warrants

From July 2015 to January 2018, the Company entered into warrant agreements to issue an aggregate of 190,749 shares of Common Stock to several third parties at prices ranging from $0.18 — $2.01 per share. All stock warrants are treated as equity instruments. As of December 31, 2020 and 2019, the warrants are fully vested and exercisable with a weighted average remaining life of 4.8 years.

The fair value of the warrants granted during the years ended December 31, 2020 and 2019 were established using the Black Scholes option pricing model utilizing the following assumptions:

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	1.0	%	1.0	%
Expected term	5 years		5 years
Volatility	52.6	%	52.6	%

The Company did not incur any expense for the years ended December 31, 2020 and 2019, respectively.

Beneficial Conversion Feature — Convertible Debt

As detailed in Note 6 — Notes Payable, the Company issued two series of convertible debt which resulted in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the proceeds allocable to the beneficial conversion feature as additional paid-in capital and a corresponding debt discount which is reflected in the accompanying audited consolidated Statements of Equity. The Company recognized beneficial conversion feature of $1,405,341 and $717,866 for the years ended December 31, 2020 and 2019, respectively.

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

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Share-based Payment Arrangement, Expensed and Capitalized, Amount [Abstract]

Stock Based Compensation Expense

9 Months Ended

Sep. 30, 2021

Stock Based Compensation Expense

8. Stock Based Compensation Expense

The following table shows stock option activity for the nine months ended September 30, 2021:

	Shares Available for Grant	Outstanding Stock Awards		Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance, December 31, 2020	12,444	437,556		$	0.90		5.5
Exercised	—	(58,500	)		(0.81	)
Forfeited/Cancelled	56,250	(56,250	)		(0.18	)
Balance, September 30, 2021	68,694	322,806		$	1.17		4.9	$	310,686

Exercisable, September 30, 2021	—	337,598		$	1.09		5.0	$	310,686

The intrinsic value for the options exercised for the nine months ended September 30, 2021 was approximately $70,000.

Stock based compensation expense related to the employee options was $2,160 and $3,657 for the three months ended September 30, 2021 and 2020, respectively. Stock based compensation expense related to the employee options was $9,007 and $10,982 for the nine months ended September 30, 2021 and 2020, respectively. Stock based compensation expense related to the non-employee options was $0 and $1,671 for the three months ended September 30, 2021 and 2020, respectively. Stock based compensation expense related to the non-employee options was $0 and $6,682 for the nine months ended September 30, 2021 and 2020, respectively. No income tax benefit has been recognized related to the stock based compensation expense, and no tax benefits have been realized from the exercised stock options. As of September 30, 2021, unrecognized stock based compensation associated with stock options amounted to $3,598. These costs are expected to be recognized over a weighted-average period of 0.42 years for the stock options awards.

Income (Loss) Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Income (Loss) Per Share [Line Items]

Income (Loss) Per Share

9. Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2021		2020			2021		2020
Net gain (loss) attributable to common stockholders	$	11,152,848	$	(1,160,185	)	$	3,562,699	$	(4,145,193	)

Weighted average common shares outstanding
Basic		5,900,980		5,158,607			5,534,794		5,158,607
Diluted		45,956,427		5,158,607			45,590,241		5,158,607

Net income (loss) per common share
Basic	$	1.89	$	(0.22	)	$	0.64	$	(0.80	)
Diluted	$	0.24	$	(0.22	)	$	0.08	$	(0.80	)

As of September 30, 2021, the Company included 152,600 stock options, 19,468,450 convertible preferred shares, 33,881,102 common shares issuable upon the conversion of debt, and 110,765 warrants, all of which were included in the calculation of diluted net income (loss) per share.

As of September 30, 2020, the Company excluded 339,306 stock options and 190,749 warrants from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

9. Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

	For the Years Ended December 31,
	2020			2019
Net loss attributable to common stockholders	$	(5,812,663	)	$	(10,836,586	)
Basic and dilutive weighted average outstanding shares of common stock		5,158,607			5,158,607
Basic and diluted net loss per share of common stock	$	(1.13	)	$	(2.10	)

As of December 31, 2020, the Company excluded 395,556 of stock options and 190,749 of warrants from the computation of diluted net loss per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive. As of December 31, 2019, the Company excluded 401,806 of stock options and 190,749 of warrants from the computation of diluted net (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Income Taxes [Line Items]

Income Taxes

10. Income Taxes

The Company did not record any income tax expense or benefit for the three and nine months ended September 30, 2021 or 2020. Management increased the valuation allowance and reduced the net deferred tax assets to zero. The assessment of the realization of the deferred tax assets has not changed, and, as a result, management continues to maintain a full valuation allowance for the net deferred assets as of September 30, 2021 and 2020.

As of September 30, 2021, the Company did not have any unrecognized tax benefits. There were no significant changes to the calculation since December 31, 2020.

10. Income Taxes

Income tax expense (benefit) was as follows:

	2020		2019
Current Expense
Federal	—		—
State	—		—
Deferred Expense
Federal	(634,276	)	(1,912,012	)
State	—		—
Change in Valuation Allowance	634,276		1,912,012
Total	—		—

Effective tax rates applied to income before income taxes as follows:

	2020		2019
Taxes at Statutory Rate (21%)	(993,725	)	(2,074,756	)
Change in Valuation Allowance	634,276		1,921,012
Permanent Differences	359,450		153,728
Other	—		17
Income Taxes	—		—

Year-end deferred tax assets and liabilities were due to the following:

	2020		2019
Deferred Tax Assets
R&D Tax Credit	19,540		19,540
Fixed Assets	217,288		95,151
Charitable Contribution C/F	105,000		—
Net Operating Losses	12,916,634		12,509,493
Total	13,258,462		12,624,184

Deferred Tax Liabilities
Fixed Assets	—		—
Total	—		—

Valuation Allowance	(13,258,462	)	(12,624,184	)

Net Deferred Tax Asset	—		—

Realization of deferred tax assets associated with the net operating loss carry forwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management’s estimate of the temporary deductible differences that may expire prior to their utilization has been recorded at year-end.

As of December 31, 2020, the Company had federal net operating loss carry forwards of approximately $61.5 million which expire at various dates from 2035 to indefinite expiration pursuant to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Specifically, $37.8 million of the net operating loss carry forward is subject to indefinite carry forward under the CARES Act. The net operating loss carry forwards will be subject to IRC 382 limitations.

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

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-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Commitments and Contingencies [Line Items]

Commitments and Contingencies

11. Commitments and Contingencies

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal Public Company Limited (“LDC”). The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital Securities has a pro rata right to receive 7% of the net raffle revenue. If the net raffle revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period. For the three months ended September 30, 2021, the Company did not incur any obligation to pay and distribute as no net raffle revenue was generated. For the nine months ended September 30, 2021, the Company incurred an obligation and satisfied its obligation to pay an aggregate amount of approximately $5,705 to holders of the outstanding Digital Securities. For the three and nine months ended September 30, 2020, the Company incurred obligations and satisfied obligations to pay $1,458 and $17,937, respectively, to holders of the outstanding Digital Securities.

Leases

The Company leases office space in Spicewood, Texas which expires January 21, 2022. For the three months ended September 30, 2021 and 2020, the Company’s total rent expense was approximately $75,056 and $13,732, respectively. For the nine months ended September 30, 2021 and 2020, the Company’s total rent expense was approximately $121,512 and $34,291, respectively.

As of September 30, 2021, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are as follows:

Years ending December 31,	Amount
2021 (remaining 3 months)		33,448
2022		117,659
2023		82,435
2024		30,404
	$	263,945

11. Commitments and Contingencies

Indemnification Agreements

The Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2020 and 2019.

Digital Securities

In 2018, the Company commenced the LDC Offering involving the sale, offering and issuance of up to 285 million of Digital Securities. The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a traditional holder of equity securities may have, and the Company may repurchase the Digital Securities at a future date. Rather, each of the holders of the Digital Securities has a pro rata right to receive 7% of the Net Raffle Revenue of LDC. If the Net Raffle Revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period. For the years ended December 31, 2020, the Company incurred an obligation and satisfied its obligation to pay and distribute an aggregate amount of approximately $19,000 to holders of the outstanding Digital Securities, and for the year ended December 31, 2020, no Net Raffle Revenue was generated and, therefore, there was no obligation of the Company to make any distributions to holders of outstanding Digital Securities.

Leases

The Company leases office space in Spicewood, Texas which expires January 21, 2022. For the years ended December 31, 2020 and 2019, the Company’s rent expense was $49,202 and $283,003, respectively.

As of December 31, 2020, the scheduled future minimum lease payments are as follows:

	Amount
Years ending December 31,
2021		32,533
2022		22,898
2023		3,450
	$	55,431

Litigation and Other Loss Contingencies

As of December 31, 2020, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company of its size and scope.

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2021	Dec. 31, 2020
AutoLotto, Inc. [Member]
Related Party Transactions [Line Items]
Related Party Transactions	12. Related Party Transactions The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties. During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. As of September 30, 2021, the Company recorded payables associated with these borrowings in the amount of $13,000. During the years ended December 31, 2020 and 2019, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin Games”), an entity owned by an officer of the Company, to facilitate the establishment of receipt of retail lottery licenses in certain jurisdictions. As of September 30, 2021, the Company had no outstanding related party payables.	12. Related Party Transactions The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties. During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. As of December 31, 2020, the Company recorded payables associated with these borrowings in the amount of $13,000. During the year ended December 31, 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin”), an entity wholly owned by Ryan Dickinson, an officer of the Company (the “Service Agreement”). Master Goblin is or will be a sales agent or retailer licensed by state lottery authorities to sell lottery games to the general public within each U.S. jurisdiction in which it operates. Pursuant to the Services Agreement, the Company acquires lottery games as requested by users in certain jurisdictions from Master Goblin in such jurisdiction. The Service Agreement is non-exclusive and is a convenience to the Company’s operations. The Company does and may use any number of retail partners to facilitate such acquisitions. In consideration of Master Goblin’s services under the Service Agreement, the Company has agreed to payment, reimbursement and indemnity of certain initial and as-incurred expenses to a contractually capped limit, subject to offset by any of Master Goblin’s positive net income attributable on a per location basis, and otherwise purchases lottery games from Master Goblin without mark-up or administrative fee. As of March 31, 2021, the Company recorded payables associated with these borrowings in the amount of $4,699. Pursuant to the Service Agreement, Master Goblin is authorized and approved by the Company to incur up to $100,000 in initial expenses per location for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures and equipment, security and lease deposits, and licensing and filing fees. Similarly, pursuant to the Service Agreement, during each month of operation, Master Goblin is authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location for actually incurred lease expenses. The initial expenses are submitted by Master Goblin to the Company upon Master Goblin securing a lease and leases are only secured by Master Goblin in any location upon request of the Company. Such initial expenses are recorded by the Company as lease obligations. On-going expenses are submitted by Master Goblin to the Company on a monthly basis, subject to offset, and are recorded by the Company as an expense. To the extent Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, such net income reduces or eliminates such reimbursable expenses for that month.

Revenue Disaggregation

9 Months Ended

Sep. 30, 2021

Revenue Disaggregation [Line Items]

Revenue Disaggregation

13. Revenue Disaggregation

Revenue disaggregation consists of the following:

	Nine Months Ended September 30,
	2021		2020
	(unaudited)
Lottery Game Revenue	$	6,372,896	$	2,461,667
Other Associated Revenue		40,662,431		1,735,647
Total Revenue	$	47,035,327	$	4,197,314

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2021	Dec. 31, 2020
AutoLotto, Inc. [Member]
Subsequent Events [Line Items]
Subsequent Events	14. Subsequent Events Management has evaluated subsequent events through November 15, 2021, which is the date the financial statements were available to be issued. On February 22, 2021, the Company entered into a definitive agreement for a business combination with Trident Acquisitions Corp that resulted in the Company becoming a publicly listed Company. Prior to the execution of the definitive agreement, the Series B Convertible Debt conversion agreements were revised to include restructuring of Series B Convertible Debt conversion actions to be in effect immediately prior to the consummation of a transaction with Trident Acquisitions Corp. Immediately prior to the consummation of the transaction and without any further action by the noteholder, the outstanding principal amount of the notes and any unpaid accrued interest automatically converted in whole into shares of common stock of the Company. As described in Note 1, the Company consummated the previously announced Business Combination with TDAC on October 29, 2021.	13. Subsequent Events Management has evaluated subsequent events through September 17, 2021, which is the date the financial statements were available to be issued. On February 22, 2021, the Company entered into a definitive agreement and plan of merger for a business combination with Trident Acquisitions Corp (Trident) . Prior to the execution of the definitive agreement, in February 2021, the Series B Convertible Debt conversion agreements were revised to include restructuring of Series B Convertible Debt conversion actions to be in effect immediately prior to the consummation of a transaction with Trident Acquisitions Corp. Immediately prior to the consummation of the transaction and without any further action by the noteholder, the outstanding principal amount of the notes and any unpaid accrued interest will automatically convert in whole into shares of common stock of the Company. In February 2021, the Company terminated an agreement with Playsino Inc. to pursue a business combination with Trident. The terminated agreement had a surviving software agreement for which the Company issued Series B notes to Playsino Inc. amounting to $12.45 million in connection with the surviving software agreement. The cost of these software agreement will be amortized on the straight-line method over its estimated useful life of five years. On February 20, 2021, the Company purchased the domain name sports.com. The total purchase price for the unlimited use of the domain name was $6,000,000 which was partially paid in cash of $3,000,000 and the balance was paid by issuing Series B convertible debt of $3,000,000. From February to August, 2021, the Company issued additional Series B Convertible Notes in the amount of $23,428,733 with an interest rate of 8% and due upon maturity date of no later than May, 2023. All additional terms are consistent with the current Series B Convertible Notes outstanding. In June, 2021, the Company acquired 100% of the equity of Global Gaming Enterprises, Inc., a Delaware corporation, which holds 80% of the equity of Medios Electronicos Y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S. de C.V. (“JuegaLotto”). Aganar operates in the licensed iLottery market in Mexico and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally approved online casino and sportsbook gaming license. JeugaLotto is federally licensed by the Mexico authorities to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in other countries throughout Latin America. On August 24, 2021, the PPP Loan, in the amount of $493,225 was forgiven by the SBA. The Company will record the full amount as other income related to the forgiveness of the PPP Loan.

Stock Based Compensation

12 Months Ended

Dec. 31, 2020

Stock Based Compensation [Line Items]

Stock Based Compensation

8. Stock Based Compensation

2015 Option Plan

Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time neither listed on any Stock Exchange, then the Fair Market Value shall be determined by the Board of Directors or the Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall deem appropriate. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more instalments over the Participant’s period of Service or upon attainment of specified performance objectives. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are officers of the Corporation, non-employee Board members or independent consultants.

Employee Stock Based Compensation

The fair value of the options granted to employees during the years ended December 31, 2020 and 2019 were established using the Black Scholes option pricing model utilizing the following assumptions:

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	2.8	%	2.8	%
Expected term	6 years		6 years
Volatility	38.1	%	38.1	%

The expected term of the options is based on the average period the stock options are expected to remain outstanding calculated as the midpoint of the options’ vesting term, and contractual expiration period, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behaviour. The expected stock price volatility assumptions

for the Company’s stock options during the years ended December 31, 2020 and 2019 were determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for its common stock. The risk-free interest rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

Non-employee Stock Based Compensation

The fair value of the options granted to non-employees during the years ended December 31, 2020 and 2019 were established using the Black Scholes option pricing model utilizing the following assumptions:

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	2.8	%	2.8	%
Expected term	10 years		10 years
Volatility	49.6	%	49.6	%

The following table shows stock option activity for the years ended December 31, 2020 and 2019:

	Shares Available for Grant	Outstanding Stock Awards		Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)
Balance, January 1, 2019	13,194	436,806		$	0.85		7.4
Forfeited	35,000	(35,000	)	$	(1.62	)
Balance, December 31, 2019	48,194	401,806		$	0.85		6.4
Forfeited	6,250	(6,250	)	$	(2.01	)
Balance, December 31, 2020	54,444	395,556		$	0.83		5.4
Exercisable, December 31, 2020	—	331,285		$	1.15		5.5

Stock based compensation expense related to the employee options was $9,417 and $10,083 for the years ended December 31, 2020 and 2019, respectively. Stock based compensation expense related to the non-employee options was $6,682 and $12,444 for the years ended December 31, 2020 and 2019, respectively. No income tax benefit has been recognized related to the stock based compensation expense and no tax benefits have been realized from the exercised stock options. As of December 31, 2020, unrecognized stock-based compensation associated with stock options amounted to $10,078. These costs are expected to be recognized over a weighted-average period of 1.17 years for the stock options awards.

Accounting Policies, by Policy (Policies) - AutoLotto, Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation and Principle of Consolidation

Non-controlling Interests

Use of Estimates

Reclassifications

Going Concern

Cash and Restricted Cash

The Company had no marketable securities as of September 30, 2021 and December 31, 2020.

Cash and Restricted Cash

The Company had no marketable securities as of December 31, 2020 and 2019.

Accounts Receivable

Prepaid Expenses

Investments

On August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third party business development partner representing 4% of the total outstanding shares of the third party company. As this investment resulted in less than 20% ownership, it was accounted for using the cost basis method.

Property and equipment, net

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

		Computers and equipment		3 years
		Furniture and fixtures		5 years
		Software		3 years

Property and equipment, net

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

Leases

Goodwill and Other Intangibles

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “Goodwill and Other Intangible Assets”. The Company performed its annual impairment test and determined that no impairment exists with respect to its goodwill as of December 31, 2020 and 2019. See Footnote 5 for further discussion.

Revenue Recognition

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

Other associated revenue

Items that fall under this revenue classification include:

Data licensing

Other licensing revenue

Affiliate marketing credit revenue

Arrangements with multiple performance obligations

Deferred Revenue

The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Revenue Recognition

Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”,

Lottery game sales

Data licensing

The Company’s performance obligations in agreements with certain customers is to provide a license of intellectual property related to the Company’s compiled customer data. Customers pay a combination of a license issue fee paid up front and sales-based royalties. The transaction price is deemed to be the license issue fee stated in the contract. The licenses offered by the Company can be in the form of both functional and symbolic licenses. Those licenses designated as functional licenses are those with significant standalone functionality and provides customers with the right to use the Company’s intellectual property. This allows the Company to recognize revenue on the license issue fee at a point in time at the beginning of the contract, which is when the customer begins to have use of the license. Those licenses designated as symbolic provide the customer with the right to use the Company’s data on an ongoing basis with continued updates through the term of the agreement in the form of newly gathered data being made available to the customer. For symbolic licenses, the Company therefore recognizes revenue rateably over the term of the contracts. Variable consideration related to sales-based royalties is recognized only when (or as) the later of the following events occur: (i) the subsequent sale or usage occurs; or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). For current performance obligations, the Company has included zero variable consideration in the transaction price as this represents the most likely amount as of the current reporting period.

Other licensing revenue

Arrangements with Multiple Performance Obligations

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of any performance, including amounts which are refundable.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Cost of Revenue

Stock Based Compensation

Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation — “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based payment transactions and accounts for share-based awards to employees in accordance with ASC718, Stock Compensation. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

Recent Accounting Pronouncements

ASU No. 2020-09 (Topic 470), Debt

Recent Accounting Pronouncements

ASU 2014-09, Revenue from Contracts with Customers (Topic 606) “Revenue Recognition” (“ASC 606”)

ASU No. 2016-02 (Topic 842), Leases

ASU No. 2020-09 (Topic 470), Debt

Business Combinations

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2020 and 2019 were approximately $66,000 and $96,000, respectively.

Income Taxes

For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

Fair Value of Financial Instruments

• Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

• Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Fair value of stock options and warrants

Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Significant Accounting Policies (Tables) [Line Items]

Public Utility Property, Plant, and Equipment [Table Text Block]

		Computers and equipment		3 years
		Furniture and fixtures		5 years
		Software		3 years

		Computers and equipment		3 years
		Furniture and fixtures		5 years
		Software		3 years

Business Combination (Tables) - AutoLotto, Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Business Combination (Tables) [Line Items]

Schedule of identified tangible and intangible assets

Cash	$	517,460
Accounts receivable, net		34,134
Prepaids		5,024
Property and equipment, net		2,440
Other assets, net		65,349
Intangible assets		8,590,000
Goodwill		4,940,643
Total assets	$	14,155,051

Accounts payable and other liabilities	$	(387,484	)
Customer deposits		(134,707	)
Related party loan		(417,017	)
Total liabilities	$	(939,208	)

Total net assets of Acquirees	$	13,215,843


Cash	$	128,434
Accounts receivable		26,407
Prepaids and other assets		62,856
Property and equipment, net		492
Rent deposit		3,860
Intangible assets		2,380,000
Goodwill		12,997,048
Total assets	$	15,599,097

Accounts payable and other liabilities	$	8,248
Net assets acquired	$	15,590,849

Schedule of purchase price allocated to intangible assets

Category	Fair Value
Customer Relationships	$	410,000
Gaming Licenses	$	4,020,000
Trade Names and Trademarks	$	2,540,000
Technology	$	1,620,000
Total Intangibles	$	8,590,000

Schedule of adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding

	For the three months ended September 30, 2021				For the nine months ended September 30, 2021
	Lottery.com (As presented above)		Proforma Lottery.com		Lottery.com (As presented above)		Global Gaming Acquisition (Historical)			Proforma Lottery.com
Total revenues	$	32,248	$	32,248	$	47,035	$	1,962		$	48,998
Net income (loss)		11,153		11,153		3,563		(86	)		3,477
Net income (loss) attributable to common shareholders	$	11,153	$	11,153	$	3,563	$	(86	)	$	3,477

Net income (loss) per common share
Basic	$	1.89	$	1.89	$	0.64				$	0.63
Diluted	$	0.24	$	0.24	$	0.08				$	0.08

Weighted average common shares outstanding
Basic		5,900,980		5,900,980		5,534,794					5,534,794
Diluted		45,956,427		45,956,427		45,590,241					45,590,241

Schedule of purchase consideration


Cash	$	12,474,635
Notes payable	$	200,000
Options to purchase Digital Security		3,176,214
Total purchase consideration	$	15,590,849

Schedule of modification, the total consideration comprised


Total consideration to majority members per modification agreement	$	10,295,088
Cash consideration to minority members per purchase agreement		2,119,547
Implied value of digital securities options for minority members		3,176,214
Total purchase price	$	15,590,849

Property and Equipment, net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property and Equipment, net (Tables) [Line Items]

Schedule of property and equipment, net

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Computers and equipment	$	99,342		$	85,004
Furniture and fixtures		22,767			14,301
Software		2,980,100			1,903,121
Property and equipment		3,102,209			2,002,426
Accumulated depreciation		(1,804,324	)		(1,331,474	)
Property and equipment, net	$	1,297,885		$	670,952

	As of December 31,
	2020			2019
Computers and equipment	$	85,004		$	63,090
Furniture and fixtures		14,301			14,301
Software		1,903,121			1,903,121
Property and equipment		2,002,426			1,980,512
Accumulated depreciation		(1,331,474	)		(689,813	)
Property and equipment, net	$	670,952		$	1,290,699

Intangible assets, net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Intangible assets, net (Tables) [Line Items]

Schedule of the straight-line method over estimated useful life

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(483,056	)		(365,556	)
	$	456,944		$	574,444

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,139	)		(3,889	)
	$	4,861		$	6,111

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(734,861	)		(556,111	)
	$	695,139		$	873,889

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,194,444	)		(944,444	)
	$	805,556		$	1,055,556

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(280,500	)		(233,750	)
	$	654,500		$	701,250

	As of December 31,
	2020			2019
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(365,556	)		(208,889	)
	$	574,444		$	731,111

	As of December 31,
	2020			2019
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(3,889	)		(2,222	)
	$	6,111		$	7,778

	As of December 31,
	2020			2019
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(556,111	)		(317,778	)
	$	873,889		$	1,112,222

	As of December 31,
	2020			2019
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(916,667	)		(583,333	)
	$	1,083,333		$	1,416,667

	As of December 31,
	2020			2019
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(233,750	)		(171,417	)
	$	701,250		$	763,583

Notes Payable and Convertible Debt (Tables) - AutoLotto, Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Notes Payable and Convertible Debt (Tables) [Line Items]

Schedule of outstanding balances of the Series A and B notes

	As of September 30, 2021			As of December 31, 2020
	As of September 30, 2021			As of December 31, 2020
Total face value of series A convertible notes payable	$	821,500		$	821,500
Total face value of series B convertible notes payable		47,982,280			8,607,802
Total face value of secured convertible prommisory note		—			935,000
Total face value of convertible notes payable		48,803,780			10,364,302
Less: unamortized beneficial conversion feature		(7,020,725	)		(1,240,716	)
Less: unamortized debt discount		(1,301,674	)		(230,921	)
Total convertible notes payable, net		40,481,381			8,892,665
Less: current portion of convertible notes payable		(8,912,163	)		(8,882,665	)
Convertible notes payable, net of current portion	$	31,569,218		$	10,000

	As of December 31,
	2020			2019
Total face value of series A convertible notes payable	$	821,500		$	821,500
Total face value of series B convertible notes payable		8,607,802			2,986,439
Total face value of secured convertible promissory note		935,000			935,000
Total face value of convertible notes payable		10,364,302			4,742,939
Less: unamortized beneficial conversion feature		(1,240,716	)		(494,892	)
Less: unamortized debt discount		(230,921	)		(149,051	)
Total convertible notes payable, net		8,892,665			4,098,996
Less: current portion of convertible notes payable		(8,882,665	)		—
Convertible notes payable, net of current portion	$	10,000		$	4,098,996

Schedule of maturities of the Series A and B notes

	Series A Amount		Series B Amount		Total Amount
Years ending December 31,	Series A Amount		Series B Amount		Total Amount
2021 (three months remaining)		821,500		9,198,547		10,020,047
2022		—		38,783,733		38,783,733
	$	821,500	$	47,982,280	$	48,803,780

	Series A Amount		Series B Amount		Secured Amount		Total Amount
Years ending December 31,
2021		821,500		8,597,802		935,000		10,354,302
2022		—		10,000		—		10,000
	$	821,500	$	8,607,802	$	935,000	$	10,364,302

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Share-based Payment Arrangement, Expensed and Capitalized, Amount [Abstract]

Stock Based Compensation Expense (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of stock option activity

	Shares Available for Grant	Outstanding Stock Awards		Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance, December 31, 2020	12,444	437,556		$	0.90		5.5
Exercised	—	(58,500	)		(0.81	)
Forfeited/Cancelled	56,250	(56,250	)		(0.18	)
Balance, September 30, 2021	68,694	322,806		$	1.17		4.9	$	310,686

Exercisable, September 30, 2021	—	337,598		$	1.09		5.0	$	310,686

Income (Loss) Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Income (Loss) Per Share (Tables) [Line Items]

Schedule of basic and diluted net income (loss)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2021		2020			2021		2020
Net gain (loss) attributable to common stockholders	$	11,152,848	$	(1,160,185	)	$	3,562,699	$	(4,145,193	)

Weighted average common shares outstanding
Basic		5,900,980		5,158,607			5,534,794		5,158,607
Diluted		45,956,427		5,158,607			45,590,241		5,158,607

Net income (loss) per common share
Basic	$	1.89	$	(0.22	)	$	0.64	$	(0.80	)
Diluted	$	0.24	$	(0.22	)	$	0.08	$	(0.80	)

	For the Years Ended December 31,
	2020			2019
Net loss attributable to common stockholders	$	(5,812,663	)	$	(10,836,586	)
Basic and dilutive weighted average outstanding shares of common stock		5,158,607			5,158,607
Basic and diluted net loss per share of common stock	$	(1.13	)	$	(2.10	)

Commitments and Contingencies (Tables) - AutoLotto, Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Commitments and Contingencies (Tables) [Line Items]

Schedule of future minimum rent payments

Years ending December 31,	Amount
2021 (remaining 3 months)		33,448
2022		117,659
2023		82,435
2024		30,404
	$	263,945

Schedule of future minimum lease payments

	Amount
Years ending December 31,
2021		32,533
2022		22,898
2023		3,450
	$	55,431

Revenue Disaggregation (Tables)

9 Months Ended

Sep. 30, 2021

Revenue Disaggregation (Tables) [Line Items]

Schedule of revenue disaggregation

	Nine Months Ended September 30,
	2021		2020
	(unaudited)
Lottery Game Revenue	$	6,372,896	$	2,461,667
Other Associated Revenue		40,662,431		1,735,647
Total Revenue	$	47,035,327	$	4,197,314

Stockholders' Equity (Tables) - AutoLotto, Inc. [Member]

12 Months Ended

Dec. 31, 2020

Stockholders' Equity (Tables) [Line Items]

Schedule of convertible preferred stock shares authorized issued and outstanding

	Original Issue Price per Share		Shares Designated	Shares Outstanding	Liquidation Value
Seed	$	0.95	633,000	633,000	$	601,350
Series A	$	13.97	1,220,000	1,220,000	$	17,047,548
Series A1	$	7.69	225,000	223,749	$	1,719,601
Series A2	$	0.33	305,000	302,668	$	100,000
			2,383,000	2,379,417	$	19,468,499

Schedule of fair value of the warrants granted

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	1.0	%	1.0	%
Expected term	5 years		5 years
Volatility	52.6	%	52.6	%

Stock Based Compensation (Tables) - AutoLotto, Inc. [Member]

12 Months Ended

Dec. 31, 2020

Stock Based Compensation (Tables) [Line Items]

Schedule of fair value of the options granted to employees

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	2.8	%	2.8	%
Expected term	6 years		6 years
Volatility	38.1	%	38.1	%

	As of December 31,
	2020		2019
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	2.8	%	2.8	%
Expected term	10 years		10 years
Volatility	49.6	%	49.6	%

Schedule of stock option activity

	Shares Available for Grant	Outstanding Stock Awards		Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)
Balance, January 1, 2019	13,194	436,806		$	0.85		7.4
Forfeited	35,000	(35,000	)	$	(1.62	)
Balance, December 31, 2019	48,194	401,806		$	0.85		6.4
Forfeited	6,250	(6,250	)	$	(2.01	)
Balance, December 31, 2020	54,444	395,556		$	0.83		5.4
Exercisable, December 31, 2020	—	331,285		$	1.15		5.5

Income Taxes (Tables) - AutoLotto, Inc. [Member]

12 Months Ended

Dec. 31, 2020

Income Taxes (Tables) [Line Items]

Schedule income tax expense (benefit)

	2020		2019
Current Expense
Federal	—		—
State	—		—
Deferred Expense
Federal	(634,276	)	(1,912,012	)
State	—		—
Change in Valuation Allowance	634,276		1,912,012
Total	—		—

Schedule of effective tax rates applied to income before income taxes

	2020		2019
Taxes at Statutory Rate (21%)	(993,725	)	(2,074,756	)
Change in Valuation Allowance	634,276		1,921,012
Permanent Differences	359,450		153,728
Other	—		17
Income Taxes	—		—

Schedule of deferred tax assets and liabilities were due

	2020		2019
Deferred Tax Assets
R&D Tax Credit	19,540		19,540
Fixed Assets	217,288		95,151
Charitable Contribution C/F	105,000		—
Net Operating Losses	12,916,634		12,509,493
Total	13,258,462		12,624,184

Deferred Tax Liabilities
Fixed Assets	—		—
Total	—		—

Valuation Allowance	(13,258,462	)	(12,624,184	)

Net Deferred Tax Asset	—		—

Significant Accounting Policies (Details) - AutoLotto, Inc. [Member] - USD ($)		9 Months Ended	12 Months Ended
	Aug. 02, 2018	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021
Significant Accounting Policies (Details) [Line Items]
Restricted cash (in Dollars)		$ 0	$ 6,950,000
Shares purchased (in Shares)	186,666
Percentage of total outstanding shares	4.00%
Percentage of ownership	20.00%				80.00%
Restricted cash, description			Restricted cash as of December 31, 2020 included a $8,950,000 escrow deposit related to the Company’s future performance obligations to provide data access to a third party under a Master Service Agreement dated December 12, 2020. $2,000,000 out of the total amount of restricted cash was $8,950,000 was released and available for use based on the delivery of year-to-date 2020 sample data in December 2020. The remaining $6,950,000 will be released and available for use based on certain milestones as agreed with the third party.
Advertising costs (in Dollars)			$ 66,000	$ 96,000
Percentage of income tax benefit			50.00%
Minimum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		3 years	3 years
Maximum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		5 years	5 years

Significant Accounting Policies (Details) - Depreciation of property and equipment is computed using the straight-line method over the following - AutoLotto, Inc. [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Computers and Equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years	3 years
Furniture and Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years	5 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years	3 years

Business Combination (Details) - AutoLotto, Inc. [Member] - USD ($)			9 Months Ended	12 Months Ended
	Jan. 25, 2019	Aug. 28, 2018	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Aug. 02, 2018
Business Combination (Details) [Line Items]
Equity holding percentage					80.00%	20.00%
Exchange rate description			Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was used to translate the balances.
Purchase price			$ 10,989,691
Consisting cash			$ 10,530,000	$ 128,434
Common stock shares issued			228,702
Share price per share			$ 2.01
Purchase agreement, description		the purchase consideration consisted of cash consideration of $6,500,000 and options to purchase up to 4,000,000 digital securities at $0.05 per digital securities. The Purchase Agreement specified two members as the majority members and the remaining members as the minority members. Cash consideration was not immediately transferred at the acquisition date. Instead, a payment schedule was specified on the purchase agreements. Options to purchase securities were awarded to each member at the acquisition date. The broker fees for this transaction of $260,000 cash and 160,000 digital security options (valued at approximately $380,000 as calculated below) were expensed immediately.	The total consideration transferred was approximately $10,055,214, reflecting the purchase price, net of cash on hand at Global Gaming and the principal amount of certain loans acquired. The purchase price is for an 80% ownership interest and is therefore grossed up to $13,215,843 as to reflect the 20% minority interest in the acquirees.
Digital securities options, description				The implied value of the digital securities options for minority members was calculated based on the difference in cash consideration to majority members from the original agreement versus the modified agreement of approximately $6,175,000 divided by the difference in digital securities options of 2,535,665, or $2.44 per digital securities option.
Promissory notes				$ 200,000
Global Gaming [Member]
Business Combination (Details) [Line Items]
Business combination percentage					100.00%
TinBu [Member]
Business Combination (Details) [Line Items]
Purchase agreement, description	According to the modification agreement, the final consideration to the majority members of TinBu was changed from approximately $4,120,000 and 2,535,665 digital security options to approximately $10,295,000 cash consideration and no digital securities options. The cash consideration of $10,000,000 was not transferred immediately at the time the modification agreement was entered.

Business Combination (Details) - Schedule of identified tangible and intangible assets - Business Acquisitions [Member] - AutoLotto, Inc. [Member]	Sep. 30, 2021 USD ($)
Business Combination (Details) - Schedule of identified tangible and intangible assets [Line Items]
Cash	$ 517,460
Accounts receivable, net	34,134
Prepaids	5,024
Property and equipment, net	2,440
Other assets, net	65,349
Intangible assets	8,590,000
Goodwill	4,940,643
Total assets $	14,155,051
Accounts payable and other liabilities $	(387,484)
Customer deposits	(134,707)
Related party loan	(417,017)
Total liabilities $	(939,208)
Total net assets of Acquirees	$ 13,215,843

Business Combination (Details) - Schedule of purchase price allocated to intangible assets - AutoLotto, Inc. [Member]	Sep. 30, 2021 USD ($)
Business Combination (Details) - Schedule of purchase price allocated to intangible assets [Line Items]
Total Intangibles	$ 8,590,000
Customer Relationships [Member]
Business Combination (Details) - Schedule of purchase price allocated to intangible assets [Line Items]
Total Intangibles	410,000
Gaming Licenses [Member]
Business Combination (Details) - Schedule of purchase price allocated to intangible assets [Line Items]
Total Intangibles	4,020,000
Trade Names and Trademarks [Member]
Business Combination (Details) - Schedule of purchase price allocated to intangible assets [Line Items]
Total Intangibles	2,540,000
Technology [Member]
Business Combination (Details) - Schedule of purchase price allocated to intangible assets [Line Items]
Total Intangibles	$ 1,620,000

Business Combination (Details) - Schedule of adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding - AutoLotto, Inc. [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Lottery.com (As presented above) [Member]
Business Combination (Details) - Schedule of adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding [Line Items]
Total revenues $	$ 32,248	$ 47,035
Net income (loss)	11,153	3,563
Net income (loss) attributable to common shareholders $	$ 11,153	$ 3,563
Net income (loss) per common share
Basic $ (in Dollars per share)	$ 1.89	$ 0.64
Diluted $ (in Dollars per share)	$ 0.24	$ 0.08
Weighted average common shares outstanding
Basic (in Shares)	5,900,980	5,534,794
Diluted (in Shares)	45,956,427	45,590,241
Proforma Lottery.com [Member]
Business Combination (Details) - Schedule of adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding [Line Items]
Total revenues $	$ 32,248	$ 48,998
Net income (loss)	11,153	3,477
Net income (loss) attributable to common shareholders $	$ 11,153	$ 3,477
Net income (loss) per common share
Basic $ (in Dollars per share)	$ 1.89	$ 0.63
Diluted $ (in Dollars per share)	$ 0.24	$ 0.08
Weighted average common shares outstanding
Basic (in Shares)	5,900,980	5,534,794
Diluted (in Shares)	45,956,427	45,590,241
Global Gaming Acquisition Historical [Member]
Business Combination (Details) - Schedule of adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding [Line Items]
Total revenues $		$ 1,962
Net income (loss)		(86)
Net income (loss) attributable to common shareholders $		$ (86)

Property and Equipment, net (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Property and Equipment, net (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
AutoLotto, Inc. [Member]
Property and Equipment, net (Details) [Line Items]
Depreciation expense	$ 250,875	$ 157,588	$ 473,500	$ 471,132	$ 641,661	$ 623,607

Property and Equipment, net (Details) - Schedule of property and equipment, net - AutoLotto, Inc. [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment	$ 3,102,209	$ 2,002,426	$ 1,980,512
Accumulated depreciation	(1,804,324)	(1,331,474)	(689,813)
Property and equipment, net	1,297,885	670,952	1,290,699
Computers and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	99,342	85,004	63,090
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	22,767	14,301	14,301
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,980,100	$ 1,903,121	$ 1,903,121

Intangible assets, net (Details) - AutoLotto, Inc. [Member] - USD ($)	1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2021	Feb. 15, 2021	Mar. 31, 2017	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Intangible assets, net (Details) [Line Items]
Cash paid				$ 1,179,467		$ 1,179,467		$ 3,825,511	$ 158,492
Lottery.com Domain Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			15 years
Amortization expense				15,583	$ 15,583	$ 46,750	$ 46,750	$ 62,333	62,333
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $15,583 and each of the ensuing years through December 31, 2032, will be $62,333 (except for 2032, which will be $15,588).		Estimated amortization expense for each of the ensuing years through December 31, 2032 will be $62,333 (except for 2032, which will be $15,588).
Total purchase price			$ 935,000
Customer Relationships [Member] \| TinBu LLC [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years		6 years
Amortization expense				39,167	39,167	$ 117,500	117,500	$ 156,667	156,667
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $39,167 and each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,443).		Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,443).
Customer Relationships [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years
Amortization expense				17,083		$ 17,083
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $17,083 and each of the ensuing years through December 31, 2027 will be $68,333 (except for 2027, which will be $34,167).
Trade Names [Member] \| TinBu LLC [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years		6 years
Amortization expense				417	417	$ 1,250	1,250	$ 1,667	1,667
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $417 and each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,110).		Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,110).
Trade Names [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years
Amortization expense				105,833		$ 105,833
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $105,833 and each of the ensuing years through December 31, 2027 will be $423,333 (except for 2027, which will be $211,667).
Technology [Member] \| TinBu LLC [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years		6 years
Amortization expense				59,583	59,583	$ 178,750	178,750	$ 238,333	238,333
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $59,583 and each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,890).		Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,890).
Technology [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years
Amortization expense				67,500		$ 67,500
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $67,500 and each of the ensuing years through December 31, 2027 will be $270,000 (except for 2027, which will be $135,000).
Software Agreements [Member] \| TinBu LLC [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years		6 years
Amortization expense				83,333	$ 83,333	$ 250,000	$ 250,000	$ 333,333	$ 333,333
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $83,333 and each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $83,333).		Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $83,334).
Software costs paid to third party				2,000,000		$ 2,000,000
Software costs paid to third party								$ 2,000,000
Sports.com Domain Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life	15 years
Amortization expense				100,000		$ 233,333
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $100,000 and each of the ensuing years through December 31, 2036 will be $400,000 (except for 2036, which will be $66,666).
Total purchase price	$ 6,000,000
Cash paid	3,000,000
Series B convertible debt	$ 3,000,000
Gaming Licenses [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life						6 years
Amortization expense				167,500		$ 167,500
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $167,500 and each of the ensuing years through December 31, 2027 will be $670,000 (except for 2027, which will be $335,000).
Playsino Agreement [Member] \| TinBu LLC [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life		5 years
Amortization expense				$ 622,500		$ 1,245,000
Estimated amortization expense, description						Estimated amortization expense for the three months remaining in 2021 will be $622,500 and each of the ensuing years through December 31, 2026 will be $2,490,000 (except for 2026, which will be $622,500).
Principal amount		$ 12,450,000

Intangible assets, net (Details) - Schedule of the straight-line method over estimated useful life - AutoLotto, Inc. [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020
TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	$ 12,450,000
Less: accumulated amortization	(1,245,000)
Total	11,205,000
Sports.com Domain Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	6,000,000
Less: accumulated amortization	(233,333)
Total	5,766,667
Lottery.com Domain Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	935,000	$ 935,000
Less: accumulated amortization	(280,500)	(233,750)
Total	654,500	701,250
Customer Relationships [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	940,000	940,000
Less: accumulated amortization	(483,056)	(365,556)
Total	456,944	574,444
Customer Relationships [Member] \| Aganar and JuegaLotto [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	410,000
Less: accumulated amortization	(17,083)
Total	392,917
Trade Names [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	10,000	10,000
Less: accumulated amortization	(5,139)	(3,889)
Total	4,861	6,111
Trade Names [Member] \| Aganar and JuegaLotto [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	2,540,000
Less: accumulated amortization	(105,833)
Total	2,434,167
Technology [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	1,430,000	1,430,000
Less: accumulated amortization	(734,861)	(556,111)
Total	695,139	873,889
Technology [Member] \| Aganar and JuegaLotto [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	1,620,000
Less: accumulated amortization	(67,500)
Total	1,552,500
Software Agreements [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	2,000,000	2,000,000
Less: accumulated amortization	(1,194,444)	(944,444)
Total	805,556	$ 1,055,556
Gaming Licenses [Member] \| Aganar and JuegaLotto [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	4,020,000
Less: accumulated amortization	(167,500)
Total	$ 3,852,500

Notes Payable and Convertible Debt (Details) - AutoLotto, Inc. [Member] - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 28, 2018	Jun. 29, 2020	May 01, 2020	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Aug. 31, 2020	May 02, 2020	Dec. 31, 2018	Nov. 30, 2018	Oct. 31, 2017
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount				$ 48,803,780		$ 48,803,780		$ 10,364,302	$ 4,742,939
Loss on extinguishment						(71,174)
Balance of the loans totaled				2,976		2,976		17,700
Membership interest, description	the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes have an interest rate of 0%, and they mature on January 25, 2022. As of September 30, 2021 and December 31, 2020, the balance of the notes was $5,496,393 and $11,067,643, respectively.
Secured Convertible Note [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Fair value convertible promissory note				935,000		$ 935,000
Convertible shares (in Shares)						465,170
Series A Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount															$ 821,500
Interest rate															10.00%
Convertible promissory note balance						$ 821,500		821,500
Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount								$ 8,592,828						$ 8,592,828
Interest rate								8.00%						8.00%
Convertible Promissory Note Agreements [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount				2,992,500		2,992,500
Convertible promissory note balance					$ 36,598,733
Notes and Loans Payable					$ 0.08
Additional principal amount				527,500
Loss on extinguishment				$ 71,812
Series B Convertible Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible promissory note balance						$ 48,032,280
PPP Loan [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount												$ 493,225
Short Term Loans [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount		$ 150,000									$ 37,199
Interest rate		3.75%
Short term loans, description		Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of September 30, 2021 and December 31, 2020, the balance of the loan was $150,000.
Balance of loan amount								$ 150,000			$ 17,700
Notes Payable [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Interest rate	0.00%
Notes payable	$ 12,674,635
Balance on notes payable								11,067,643	11,943,767
Loans Payable [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Maturity date	Jan. 25, 2022
Secured Convertible Note [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Fair value convertible promissory note								$ 935,000
Convertible shares (in Shares)								465,170
Percentage of notes prepaid								50.00%
Series A Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount										$ 821,500
Interest rate										10.00%
Convertible promissory note balance								$ 821,500	821,500
Percentage of voting power								50%
Equity financing with total proceeds								$ 20,000,000
Convertible notes, description								(i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by a discount factor of 0.8 — 0.95, depending on the date of closing of the qualified financing; or (ii) the quotient resulting from dividing $500 million by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing. The terms of the note do not allow voluntary conversion by the noteholders. As of December 31, 2020 there have been no Qualified Financing events.
Maturity date										Jun. 30, 2021
Series A Notes [Member] \| Convertible Promissory Note Agreements [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount															$ 821,500
Interest rate															10.00%
Convertible promissory note balance								$ 821,500	821,500
Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount										$ 8,592,828			$ 100,000
Interest rate										8.00%
Convertible promissory note balance								$ 8,592,828	8,592,828
Percentage of voting power								50%
Equity financing with total proceeds								$ 20,000,000
Convertible notes, description								(i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by a discount factor of 0.75, depending on the date of closing of the qualified financing; or (ii) the quotient resulting from dividing $150 million by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing. The terms of the note do not allow voluntary conversion by the noteholders. As of December 31, 2020 there have been no Qualified Financing events.
Accumulative face value								$ 5,621,363	$ 2,886,439
Series B Notes [Member] \| Convertible Debt [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible notes, description								For the years ended December 31, 2020 and 2019, respectively the Company issued additional Series B convertible promissory notes with the accumulative face value of $5,621,363 and $2,886,439, respectively. All of the convertible notes were issued with an interest rate of 8% and maturity date of December 31, 2021 with the exception of one note for $10,000 has a maturity of December 31, 2022.
PPP Loan [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible notes, description			the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months.
Common Stock [Member] \| Secured Convertible Note [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Percentage of voting power								50%

Notes Payable and Convertible Debt (Details) - Schedule of outstanding balances of the Series A and B notes - AutoLotto, Inc. [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total face value of convertible notes payable	$ 48,803,780	$ 10,364,302	$ 4,742,939
Less: unamortized beneficial conversion feature	(7,020,725)	(1,240,716)	(494,892)
Less: unamortized debt discount	(1,301,674)	(230,921)	(149,051)
Total convertible notes payable, net	40,481,381	8,892,665	4,098,996
Less: current portion of convertible notes payable	(8,912,163)	(8,882,665)
Convertible notes payable, net of current portion	31,569,218	10,000	4,098,996
Total Face Value of Series A Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable	821,500	821,500	821,500
Total Face Value of Series B Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable	47,982,280	8,607,802	$ 2,986,439
Total face value of secured convertible prommisory note [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable		$ 935,000

Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes - AutoLotto, Inc. [Member]	Sep. 30, 2021 USD ($)
Series A Amount [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021 (three months remaining)	$ 821,500
2022
Total matuities	821,500
Series B Amount [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021 (three months remaining)	9,198,547
2022	38,783,733
Total matuities	47,982,280
Total Amount [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021 (three months remaining)	10,020,047
2022	38,783,733
Total matuities	$ 48,803,780

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

Stockholders' Equity (Details) - AutoLotto, Inc. [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding (in Shares)	5,910,980	5,158,607
Exercise of stock option (in Dollars)	$ 20,000
Secured convertible note matured (in Shares)	465,170
outstanding shares (in Shares)	190,749
Weighted average remaining life	4 years 1 month 6 days
Common stock, shares authorized (in Shares)	8,610,000	8,610,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock description		(a) the closing of the sale of shares of Common Stock to the public at a price of at least 3x times the Series A Original Issue Price per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $30,000,000 of net proceeds to the Company; or (b) the date and time, or the occurrence of an event, specified by vote or written consent of (i) the holders of at least 50% of the then outstanding shares of Preferred Stock voting on an as-converted to Common Stock basis, and (ii) the holders of at least 50% of the then outstanding shares of Series A Preferred Stock, (y) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (z) such shares may not be reissued by the Company.
Digital securities description		(i) 51,520,000 Digital Securities for approximately $55,717,000; and (ii) options to purchase an additional 1,464,340 Digital Securities for $0.05 per Digital Security.
Recognized additional value (in Dollars)		$ 650,000	$ 2,892,000
Aggregate receive percentage		7.00%
Beneficial conversion feature (in Dollars)		$ 1,405,341	$ 717,866
From July 2015 to January 2018 [Member]
Stockholders' Equity (Details) [Line Items]
Issue aggregate shares (in Shares)		190,749
Weighted average remaining life		4 years 9 months 18 days	4 years 9 months 18 days
Minimum [Member] \| From July 2015 to January 2018 [Member]
Stockholders' Equity (Details) [Line Items]
Prices ranging per shares		$ 0.18
Maximum [Member] \| From July 2015 to January 2018 [Member]
Stockholders' Equity (Details) [Line Items]
Prices ranging per shares		2.01
Series A [Member]
Stockholders' Equity (Details) [Line Items]
Conversion price shares		13.97337
Series A1 [Member]
Stockholders' Equity (Details) [Line Items]
Conversion price shares		7.68535
Series A2 [Member]
Stockholders' Equity (Details) [Line Items]
Conversion price shares		0.33039582
Series Seed [Member]
Stockholders' Equity (Details) [Line Items]
Conversion price shares		$ 0.95

Stock Based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
Stock Based Compensation Expense (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Abstract]
intrinsic value			$ 70,000
Stock based compensation expense related to the employee options	$ 2,160	$ 3,657	9,007	$ 10,982
Stock based compensation expense related to the non-employee options	0	$ 1,671	0	$ 6,682
Stock options amounted	$ 3,598		$ 3,598
Weighted-average period term			5 months 1 day

Stock Based Compensation Expense (Details) - Schedule of stock option activity	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Schedule of stock option activity [Abstract]
Shares Available for Grant, Outstanding Beginning	12,444
Outstanding Stock Awards, Outstanding Beginning	437,556
Weighted Average Exercise Price per Share, Outstanding Beginning (in Dollars per share) \| $ / shares	$ 0.9
Weighted Average Remaining Contractual Life (years), Outstanding Beginning	5 years 6 months
Shares Available for Grant, Exercised
Outstanding Stock Awards, Exercised	(58,500)
Weighted Average Exercise Price per Share, Exercised (in Dollars per share) \| $ / shares	$ (0.81)
Shares Available for Grant, Forfeited/Cancelled	56,250
Outstanding Stock Awards, Forfeited/Cancelled	(56,250)
Weighted Average Exercise Price per Share, Forfeited/Cancelled (in Dollars per share) \| $ / shares	$ (0.18)
Shares Available for Grant, Outstanding Ending	68,694
Outstanding Stock Awards, Outstanding Ending	322,806
Weighted Average Exercise Price per Share, Outstanding Ending (in Dollars per share) \| $ / shares	$ 1.17
Weighted Average Remaining Contractual Life (years), Outstanding Ending	4 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding Ending (in Dollars) \| $	$ 310,686
Shares Available for Grant, Exercisable
Outstanding Stock Awards, Exercisable	337,598
Weighted Average Exercise Price per Share, Exercisable (in Dollars per share) \| $ / shares	$ 1.09
Weighted Average Remaining Contractual Life (years), Exercisable	5 years
Aggregate Intrinsic Value, Exercisable (in Dollars) \| $	$ 310,686

Income (Loss) Per Share (Details) - AutoLotto, Inc. [Member] - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income (Loss) Per Share (Details) [Line Items]
Stock options	152,600	339,306	395,556	401,806
Convertible preferred shares	19,468,450
Common shares issuable	33,881,102
Conversion of debt warrants	110,765
Stock options warrants		190,749
Computation of diluted net loss per share (in Dollars per share)			$ 190,749	$ 190,749

Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of contingently issuable shares. Contingently issuable shares are those shares that are issuable for little or no cash contingent on certain conditions being met.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 54
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e2603-109256

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 44
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e2062-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1828-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 53
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e2600-109256

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
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Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) - AutoLotto, Inc. [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) [Line Items]
Net gain (loss) attributable to common stockholders	$ 11,152,848	$ (1,160,185)	$ 3,562,699	$ (4,145,193)	$ (5,812,663)	$ (10,836,586)
Weighted average common shares outstanding
Basic	5,900,980	5,158,607	5,534,794	5,158,607
Diluted	45,956,427	5,158,607	45,590,241	5,158,607
Net income (loss) per common share
Basic	$ 1.89	$ (0.22)	$ 0.64	$ (0.8)
Diluted	$ 0.24	$ (0.22)	$ 0.08	$ (0.8)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

Income Taxes (Details) - AutoLotto, Inc. [Member] $ in Millions	Dec. 31, 2020 USD ($)
Income Taxes (Details) [Line Items]
Net operating loss carry forwards	$ 61.5
Economic Security Act [Member]
Income Taxes (Details) [Line Items]
Net operating loss carry forwards	$ 37.8

Commitments and Contingencies (Details) - AutoLotto, Inc. [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Commitments and Contingencies (Details) [Line Items]
Outstanding digital securities		$ 1,458	$ 5,705	$ 17,937
Rent expense	$ 75,056	$ 13,732	$ 121,512	$ 34,291	$ 49,202	$ 283,003
Sale, offering and issuance							$ 285,000,000
Pro rata percentage							7.00%
Aggregate amount of digital securities					$ 19,000
LDC offering [Member]
Commitments and Contingencies (Details) [Line Items]
Sale, offering and issuance							$ 285,000,000
Pro rata percentage							7.00%

Commitments and Contingencies (Details) - Schedule of future minimum rent payments - AutoLotto, Inc. [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) - Schedule of future minimum rent payments [Line Items]
2021 (remaining 3 months)	$ 33,448	$ 32,533
2022	117,659	22,898
2023	82,435	3,450
2024	30,404
Total	$ 263,945	$ 55,431

Related Party Transactions (Details) - AutoLotto, Inc. [Member] - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Borrowings amount	$ 4,699	$ 13,000	$ 13,000
Initial expenses			100,000
On-going expenses			$ 5,000

Revenue Disaggregation (Details) - Schedule of revenue disaggregation - AutoLotto, Inc. [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Condensed Income Statements, Captions [Line Items]
Lottery Game Revenue			$ 6,372,896	$ 2,461,667
Other Associated Revenue			40,662,431	1,735,647
Total Revenue	$ 32,248,036	$ 1,602,916	$ 47,035,327	$ 4,197,314	$ 7,459,514	$ 1,887,386

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Subsequent Events (Details) - AutoLotto, Inc. [Member] - USD ($)	1 Months Ended			7 Months Ended
	Aug. 24, 2021	Feb. 28, 2021	Feb. 20, 2021	Aug. 31, 2021	Jun. 30, 2021	Aug. 02, 2018
Subsequent Events (Details) [Line Items]
Equity percentage					80.00%	20.00%
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Amount issued	$ 493,225	$ 12,450,000
Estimated useful life		5 years
Total purchase price			$ 6,000,000
Paid in cash			3,000,000
Series B convertible debt			$ 3,000,000
Subsequent event, description				From February to August, 2021, the Company issued additional Series B Convertible Notes in the amount of $23,428,733 with an interest rate of 8% and due upon maturity date of no later than May, 2023. All additional terms are consistent with the current Series B Convertible Notes outstanding.
Equity percentage					80.00%
Forecast [Member] \| Global Gaming Enterprises, Inc. [Member]
Subsequent Events (Details) [Line Items]
Equity percentage					100.00%

Significant Accounting Policies (Details) - Schedule of property and equipment under straight-line method - AutoLotto, Inc. [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Computers and Equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years	3 years
Furniture and Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years	5 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years	3 years

Business Combination (Details) - Schedule of purchase consideration - AutoLotto, Inc. [Member]	Dec. 31, 2020 USD ($)
Asset Acquisition, Contingent Consideration [Line Items]
Cash	$ 12,474,635
Notes payable	200,000
Options to purchase Digital Security	3,176,214
Total purchase consideration	$ 15,590,849

Business Combination (Details) - Schedule of modification, the total consideration comprised - AutoLotto, Inc. [Member]	Dec. 31, 2020 USD ($)
Business Combination (Details) - Schedule of modification, the total consideration comprised [Line Items]
Total consideration to majority members per modification agreement	$ 10,295,088
Cash consideration to minority members per purchase agreement	2,119,547
Implied value of digital securities options for minority members	3,176,214
Total purchase price	$ 15,590,849

Business Combination (Details) - Schedule of identified tangible and intangible assets - AutoLotto, Inc. [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Combination (Details) - Schedule of identified tangible and intangible assets [Line Items]
Cash	$ 10,530,000	$ 128,434
Accounts receivable		26,407
Prepaids and other assets		62,856
Property and equipment, net		492
Rent deposit		3,860
Intangible assets		2,380,000
Goodwill	$ 17,937,691	12,997,048	$ 12,997,048
Total assets		15,599,097
Accounts payable and other liabilities		8,248
Net assets acquired		$ 15,590,849

Property and Equipment, Net (Details) - Schedule of property and equipment, net - AutoLotto, Inc. [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,102,209	$ 2,002,426	$ 1,980,512
Accumulated depreciation	(1,804,324)	(1,331,474)	(689,813)
Property and equipment, net	1,297,885	670,952	1,290,699
Computers and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	99,342	85,004	63,090
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,767	14,301	14,301
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,980,100	$ 1,903,121	$ 1,903,121

Intangible Assets, net (Details) - Schedule of the straight-line method over estimated useful life - AutoLotto, Inc. [Member] - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Lottery.com Domain Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	$ 935,000	$ 935,000
Less: accumulated amortization	(233,750)	(171,417)
Total	701,250	763,583
Customer Relationships [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	940,000	940,000
Less: accumulated amortization	(365,556)	(208,889)
Total	574,444	731,111
Trade Names [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	10,000	10,000
Less: accumulated amortization	(3,889)	(2,222)
Total	6,111	7,778
Technology [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	1,430,000	1,430,000
Less: accumulated amortization	(556,111)	(317,778)
Total	873,889	1,112,222
Software Agreements [Member] \| TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	2,000,000	2,000,000
Less: accumulated amortization	(916,667)	(583,333)
Total	$ 1,083,333	$ 1,416,667

Notes Payable and Convertible Debt (Details) - Schedule of outstanding balances of the Series A and B notes - AutoLotto, Inc. [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total face value of convertible notes payable	$ 48,803,780	$ 10,364,302	$ 4,742,939
Less: unamortized beneficial conversion feature	(7,020,725)	(1,240,716)	(494,892)
Less: unamortized debt discount	(1,301,674)	(230,921)	(149,051)
Total convertible notes payable, net	40,481,381	8,892,665	4,098,996
Less: current portion of convertible notes payable	(8,912,163)	(8,882,665)
Convertible notes payable, net of current portion	31,569,218	10,000	4,098,996
Total Face Value of Series A Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable	821,500	821,500	821,500
Total Face Value of Series B Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable	$ 47,982,280	8,607,802	2,986,439
Total Face Value of Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable		$ 935,000	$ 935,000

Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes - AutoLotto, Inc. [Member]	Dec. 31, 2020 USD ($)
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021	$ 10,354,302
2022	10,000
Total matuities	10,364,302
Series A Convertible Notes Payable [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021	821,500
2022
Total matuities	821,500
Series B Convertible Notes Payable [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021	8,597,802
2022	10,000
Total matuities	8,607,802
Secured Amount [Member]
Notes Payable and Convertible Debt (Details) - Schedule of maturities of the Series A and B notes [Line Items]
2021	935,000
2022
Total matuities	$ 935,000

Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding - AutoLotto, Inc. [Member] - Redemption [Member]	Dec. 31, 2020 USD ($) $ / shares shares
Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding [Line Items]
Shares Designated	2,383,000
Shares Outstanding	2,379,417
Liquidation Value (in Dollars) \| $	$ 19,468,499
Seed [Member]
Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding [Line Items]
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 0.95
Shares Designated	633,000
Shares Outstanding	633,000
Liquidation Value (in Dollars) \| $	$ 601,350
Series A [Member]
Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding [Line Items]
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 13.97
Shares Designated	1,220,000
Shares Outstanding	1,220,000
Liquidation Value (in Dollars) \| $	$ 17,047,548
Series A1 [Member]
Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding [Line Items]
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 7.69
Shares Designated	225,000
Shares Outstanding	223,749
Liquidation Value (in Dollars) \| $	$ 1,719,601
Series A2 [Member]
Stockholders' Equity (Details) - Schedule of convertible preferred stock shares authorized issued and outstanding [Line Items]
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 0.33
Shares Designated	305,000
Shares Outstanding	302,668
Liquidation Value (in Dollars) \| $	$ 100,000

Stockholders' Equity (Details) - Schedule of fair value of the warrants granted - Common Stock Warrants [Member] - AutoLotto, Inc. [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity (Details) - Schedule of fair value of the warrants granted [Line Items]
Dividend yield	0.00%	0.00%
Risk-free interest rate	1.00%	1.00%
Expected term	5 years	5 years
Volatility	52.60%	52.60%

Stock Based Compensation (Details) - AutoLotto, Inc. [Member] - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock Based Compensation (Details) [Line Items]
Fair market value of the common stock	110.00%
Percentage of fair value percentage	10.00%
Common stock issued (in Shares)	450,000
Options exercisable period	10 years
Incentive stock options granted period	5 years
Incentive stock options granted percentage	10.00%
Restrictive vesting percentage	20.00%
Option grant date	1 year
Stock based compensation expense related to the employee options	$ 9,417	$ 10,083
Stock based compensation expense related to the non-employee options	$ 6,682	12,444
Stock options amounted		$ 10,078
Weighted-average period term		1 year 2 months 1 day

Stock Based Compensation (Details) - Schedule of fair value of the options granted to employees - AutoLotto, Inc. [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Stock Based Compensation[ Member]
Stock Based Compensation (Details) - Schedule of fair value of the options granted to employees [Line Items]
Dividend yield	0.00%	0.00%
Risk-free interest rate	2.80%	2.80%
Expected term	6 years	6 years
Volatility	38.10%	38.10%
Non-employee Stock Based Compensation [Member]
Stock Based Compensation (Details) - Schedule of fair value of the options granted to employees [Line Items]
Dividend yield	0.00%	0.00%
Risk-free interest rate	2.80%	2.80%
Expected term	10 years	10 years
Volatility	49.60%	49.60%

Stock Based Compensation (Details) - Schedule of stock option activity - AutoLotto, Inc. [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock Based Compensation (Details) - Schedule of stock option activity [Line Items]
Shares Available for Grant, Outstanding Beginning	48,194	13,194
Outstanding Stock Awards, Outstanding Beginning	401,806	436,806
Weighted Average Exercise Price per Share, Outstanding Beginning (in Dollars per share)	$ 0.85	$ 0.85
Weighted Average Remaining Contractual Life (years), Outstanding Beginning		7 years 4 months 24 days
Shares Available for Grant, Forfeited	6,250	35,000
Outstanding Stock Awards, Forfeited	(6,250)	(35,000)
Weighted Average Exercise Price per Share, Forfeited (in Dollars per share)	$ (2.01)	$ (1.62)
Shares Available for Grant, Outstanding Ending	54,444	48,194
Outstanding Stock Awards, Outstanding Ending	395,556	401,806
Weighted Average Exercise Price per Share, Outstanding Ending (in Dollars per share)	$ 0.83	$ 0.85
Weighted Average Remaining Contractual Life (years), Outstanding Ending	5 years 4 months 24 days	6 years 4 months 24 days
Shares Available for Grant, Exercisable
Outstanding Stock Awards, Exercisable	331,285
Weighted Average Exercise Price per Share, Exercisable (in Dollars per share)	$ 1.15
Weighted Average Remaining Contractual Life (years), Exercisable	5 years 6 months

Income (Loss) Per Share (Details) - Schedule of computation of basic and diluted net loss per share - AutoLotto, Inc. [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income (Loss) Per Share (Details) - Schedule of computation of basic and diluted net loss per share [Line Items]
Net loss attributable to common stockholders	$ 11,152,848	$ (1,160,185)	$ 3,562,699	$ (4,145,193)	$ (5,812,663)	$ (10,836,586)
Basic and dilutive weighted average outstanding shares of common stock					5,158,607	5,158,607
Basic and diluted net loss per share of common stock					$ (1.13)	$ (2.1)