0001213900-22-027217 | 10-Q | XBRL Viewer

Nature of Operations

Nature of Operations

Description of Business

Lottery.com Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto, Inc. (“AutoLotto”) pursuant to the terms of a Business Combination Agreement, dated as of February 21, 2021 (“Business Combination Agreement”). Following the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. Tony DiMatteo and Matt Clemenson, the co-founders of AutoLotto, continue to lead our Company as Chief Executive Officer and Chief Revenue Officer, respectively. In connection with the Business Combination the Company moved its headquarters from New York, New York to AutoLotto’s offices in Spicewood, Texas.

The Company is a leading provider of domestic and international lottery products and services. As an independent third-party lottery game service, the Company offers a platform that it developed and operates to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the “Platform”). The Company’s revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform”); (ii) selling credits (“LotteryLink Credits”) that can be exchanged for flexible promotional packages that include our marketing collateral, prepaid advertising, development services, account management, and prepaid promotional rewards for use by our third-party master affiliate marketing partners (“Lottery Link Affiliates”) and their sub-affiliates in undertaking affiliate marketing activities and promoting our B2C Platform (“LotteryLink”); (iii) offering an internally developed, created and operated business-to-business application programming interface (“API”) of the Platform to enable commercial partners in permitted U.S. and international jurisdictions to purchase certain legally operated lottery games from the Company and resell them to users located within their respective jurisdictions (“B2B API”); and (iv) delivering global lottery data, such as winning numbers and results, to commercial digital subscribers and provide access to other proprietary, anonymized transaction data pursuant to multi-year contracts (“Data Service”).

As a provider of lottery products and services, the Company is required to comply, and its business is subject to regulation in each jurisdiction in which the Company offers the B2C Platform, or a commercial partner offers users access to lottery games through the B2B API. In addition, it must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental authorities in jurisdictions in which the Company operates or with authority over its business. The Company’s business is additionally subject to multiple other domestic and international laws, including those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and, as such, may be impacted by changes in the interpretation of such laws.

On June 30, 2021, the Company acquired interest in Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). Aganar is authorized to operate in the licensed iLottery market in Mexico since 2007 as an online retailer of Mexican National Lottery draw games, instant digital scratch-off games and other games of chance. JuegaLotto is authorized by the Mexican federal regulatory authorities to sell international lottery games in Mexico.

Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted in accordance with such rules and regulations. In management’s opinion, these condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial statements and notes thereto and include all adjustments, consisting of normal recurring items, considered necessary for the fair presentation. The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited financial statements at that date but does not include all disclosures and financial information required by GAAP for complete financial statements. The information included in the quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2021, which were included in our annual report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2022.

Impact of Trident Acquisition Corp. Business Combination

We accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and TDAC as the accounting acquiree. This determination was primarily based on:

●

former AutoLotto stockholders having the largest voting interest in Lottery.com;

●

the Board of Directors of Lottery.com having not less than 5 members, and TDAC only having the ability under the Business Combination Agreement to nominate one member to the Board of Directors for an initial two year term;

●

AutoLotto management continuing to hold executive management roles for the post-Business Combination entity and being responsible for the day-to-day operations;

●

the post-Business Combination entity assuming the Lottery.com name, which was the assumed name under which AutoLotto conducted business;

	●	Lottery.com maintaining the pre-existing AutoLotto headquarters; and
	●	the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy.

Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

While TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying condensed consolidated financial statements reflect (i) the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the Closing; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to AutoLotto’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination.

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.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280-10, “Segment Reporting” (“ASC 280”), the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing lottery products and services.

We determined that our Chief Financial Officer is the Chief Operating Decision Maker and they use financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a condensed consolidated basis for each of the periods presented.

Concentration of Credit Risks

Financial instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash is placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits.

Significant customers are those which represent more than 10% of the Company’s revenue for each period presented, or the Company’s accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows:

	Revenue
	For the three months ended						Accounts Receivable
	March 31,						March 31,
Customer	2022			2021			2022			2021
Customer A		87.7	%		-	%		99.6	%		-	%

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.

Foreign currency translation

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss).

Cash and Cash Equivalents

As of March 31, 2022 and December 31, 2021, cash and cash equivalents 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 March 31, 2022 and December 31, 2021.

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 accrues 100 percent of all expenses associated with LotteryLink prior to issuing accounts payable to a Master Affiliate or receiving associated payment. 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 March 31, 2022 and December 31, 2021. 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 condensed consolidated balance sheets.

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 such 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 condensed 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

Notes Receivable

Notes receivable consist of contracts where the Company has lent funds to outside parties. The Company accrues interest receivable over the term of the outstanding notes and reviews for doubtful collectability periodically but in no instance less than annually.

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).

Internal Use Software Development

Software development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line basis over the estimated useful life of the software.

Goodwill and Other Intangible Assets

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” (“ASC 350”). The Company reviewed for impairment and determined that no impairment indicators exist as of March 31, 2022 and December 31, 2021. See Footnote 5 for further discussion.

Revenue Recognition

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

In accordance with 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 service before it is transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the specified good or service, 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 fulfillment 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 on all lottery game sales tickets as they are responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while each jurisdiction establishes the face value of the lottery ticket, being the game sales prices, the Company charges a separate and additional fee for the services it provides.

Affiliate marketing credit revenue

The Company’s performance obligation in agreements with certain customers is to transfer previously acquired affiliate marketing credits (“credits”). Customers’ payment for these credits 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 customer. 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. 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

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The amendments in this ASU are effective for goodwill impairment tests in fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company is currently evaluating this new standard and management does not currently believe it will have a material impact on its condensed consolidated financial statements, depending on the outcome of future goodwill impairment tests.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require the Company to use forward-looking information to formulate its credit loss estimates. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating this new standard and currently does not expect it to have a significant impact on the Company’s condensed consolidated financial statements.

In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. The Company is currently evaluating this new standard and currently does not expect it to have a significant impact on the Company’s condensed consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 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 amendments in ASU 2020-09 are generally effective for filings on or after January 4, 2021, with early application permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements.

Business Combination

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Business Combination

Business Combination

TDAC Combination

On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Business Combination Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Business Combination Agreement) was canceled and converted into the right to receive approximately 3.0058 shares (the “Exchange Ratio”) of Lottery.com. common stock.

The Merger closing was a triggering event for the Series B convertible notes, of which $63.8 million was converted into 3,248,526 shares of AutoLotto that were then converted into 9,764,511 shares of Lottery.com common stock using the Exchange Ratio.

At the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Lottery.com common stock in the manner set forth in the Business Combination Agreement.

The Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and TDAC as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

The accompanying condensed consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and do not include the historical results of TDAC prior to the consummation of the Business Combination.

Upon the Closing, AutoLotto received total net proceeds of approximately $42,794,000, from TDAC’s trust and operating accounts. Total transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional fees and were recorded in additional paid in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but unpaid interest, were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related parties, and approximately $5,593,000 payment of accrued underwriter fees.

Pursuant to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the Closing (the “Sellers”) were entitled to receive up to 6,000,000 additional shares of Common Stock (the “Seller Earnout Shares”) and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (collectively the “TDAC Founders”) were also entitled to receive up to 4,000,000 additional shares of Common Stock (the “TDAC Founder Earnout Shares” and, together with the Seller Earnout Shares, the “Earnout Shares”). One of the earnout criteria had not been met by the December 31, 2021 deadline thus no earnout shares were granted specific to that criteria. As of March 31, 2022, 3,000,000 of the Seller Earnout Shares and 2,000,000 TDAC Founder Earnout Shares are still eligible Earnout Shares until December 31, 2022.

Global Gaming Acquisition

On June 30, 2021, the Company executed upon its acquisition of 100 percent of equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80 percent 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 authorized 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 authorized 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 authorized to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online 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 condensed 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 of cash of $10,530,000 and 687,439 shares of common stock of AutoLotto at $0.67 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 percent ownership interest and is therefore grossed up to $13,215,843 as to reflect the 20 percent 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 is 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 approvals		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 months ended March 31, 2022 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 ended March 31, 2022
				Global
	Lottery.com (As presented above)			Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	5,461,539			1,038,737		$	6,500,276
Net income (loss)		(5,456,034	)		(7,171	)		(5,463,205	)
Net income (loss) attributable to shareholders	$	(5,456,034	)		(7,171	)	$	(5,463,205	)

Net income (loss) per common share
Basic and diluted	$	(0.24	)				$	(0.24	)

Weighted average common shares outstanding
Basic and diluted		22,888,700						22,888,700

Subsequently, the Company adjusted Goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income. See Note 11.

Property and Equipment, net

3 Months Ended

Mar. 31, 2022

Property and Equipment, Net [Abstract]

Property and Equipment, net

Property and Equipment, net

Property and equipment, net as of March 31, 2022 and December 31, 2021, consisted of the following:

	March 31,			December 31,
	2022			2021

Computers and equipment	$	110,498		$	113,151
Furniture and fixtures		31,818			23,760
Software		1,903,121			1,903,121
Property and equipment		2,045,437			2,040,032
Accumulated depreciation		(1,924,144	)		(1,898,753	)
Property and equipment, net	$	121,293		$	141,279

Depreciation expense for the three months ended March 31, 2022 and 2021 amounted to $38,291 and $135,842, respectively.

Intangible Assets, net

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(561,389	)		(522,222	)
	$	378,611		$	417,778

Amortization expense for the three months ended March 31, 2022 and 2021 was $39,167. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,444).

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,972	)		(5,556	)
	$	4,028		$	4,444

Amortization expense for the three months ended March 31, 2022 and 2021 was $416. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,111).

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(854,028	)		(794,444	)
	$	575,972		$	635,556

Amortization expense for the three months ended March 31, 2022 and 2021 was $59,584. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,889).

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,361,111	)		(1,277,777	)
	$	638,889		$	722,223

Amortization expense for the three months ended March 31, 2022 and 2021 was $83,334. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $55,556).

Playsino, Inc.

On March 9, 2018, the Company and Playsino, Inc. (“Playsino”) 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. On February 15, 2021, the Company terminated the majority of the Playsino Agreement to pursue a business combination with TDAC. The surviving provision was the non-exclusive license for which the Company issued Playsino a Series B note 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 there 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”.

	March 31,			December 31,
	2022			2021
Cost basis	$	12,450,000		$	12,450,000
Less: accumulated amortization		(2,490,000	)		(1,867,500	)
	$	9,960,000		$	10,582,500

Amortization expense for the three months ended March 31, 2022 and 2021 was $622,500. Estimated amortization expense for each of the ensuing years through December 31, 2026 will be $2,075,000 (except for 2026, which will be $207,500).

Sports.com Domain Acquisition

In February 2021, the Company purchased the domain name sports.com. The total purchase price for title to 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 7). The cost is amortized on the straight-line method over its estimated useful life of fifteen years.

	March 31,			December 31,
	2022			2021
Cost basis	$	6,000,000		$	6,000,000
Less: accumulated amortization		(433,333	)		(333,333	)
	$	5,566,667		$	5,666,667

Amortization expense for the three months ended March 31, 2022 and 2021 was $100,000 and $33,333, respectively. Estimated amortization expense for each of the ensuing years through December 31, 2036 will be $400,000 (except for 2036, which will be $66,667).

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(311,667	)		(296,083	)
	$	623,333		$	638,917

Amortization expense for the three months ended March 31, 2022 and 2021 was $15,584. 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).

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.

	March 31,			December 31,
	2022			2021
Cost basis	$	410,000		$	410,000
Less: accumulated amortization		(51,250	)		(34,167	)
	$	358,750		$	375,833

Amortization expense for the three months ended March 31, 2022 was $17,083. Estimated amortization expense for 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.

	March 31,			December 31,
	2022			2021
Cost basis	$	2,540,000		$	2,540,000
Less: accumulated amortization		(317,500	)		(211,667	)
	$	2,222,500		$	2,328,333

Amortization expense for the three months ended March 31, 2022 was $105,833. Estimated amortization expense for 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.

	March 31,			December 31,
	2022			2021
Cost basis	$	1,620,000		$	1,620,000
Less: accumulated amortization		(202,500	)		(135,000	)
	$	1,417,500		$	1,485,000

Amortization expense for the three months ended March 31, 2022 was $67,500. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $270,000 (except for 2027, which will be $135,000).

Gaming approvals represent the valuation of certain approvals 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.

	March 31,			December 31,
	2022			2021
Cost basis	$	4,020,000		$	4,020,000
Less: accumulated amortization		(502,500	)		(335,000	)
	$	3,517,500		$	3,685,000

Amortization expense for the three months ended March 31, 2022 was $167,000. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $670,000 (except for 2027, which will be $335,000).

Internal Use Software Development

The Company has reviewed the software development expenses associated with a variety of software development efforts during the year 2021 and three months ended March 31, 2022 and determined that a significant amount of the expense associated with internally developed software should be capitalized under ASC 350-40.

The Company’s identified capitalized software intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 2 to 10 years.

	March 31,			December 31,
	2022			2021
Cost basis	$	974,760		$	111,951
Less: accumulated amortization		(80,457	)		(23,323	)
	$	894,303		$	88,628

Amortization expense for the three months ended March 31, 2022 was $57,134. Estimated amortization expense for years of useful life remaining is as follows:

Years ending December 31,	Amount
2022		228,537
2023		205,214
2024		172,562
2025		172,562
2026		115,428

The Company had software development costs of $2,342,163 and $2,080,999 related to project not placed in service as of March 31, 2022 and December 31, 2021, respectively which is included intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated using the straight line method over the appropriate estimated useful life when the assets are put into service.

Notes Receivable

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Notes Receivable

Notes Receivable

On March 22, 2022, the Company entered into a three year secured promissory note agreement with a principal amount of $6,500,000. The note bears simple interest at the rate of approximately 3.1% annually, due upon maturity of the note. The note is secured by all assets, accounts, and tangible and intangible property of the borrower and can be prepaid any time prior to its maturity date. As of March 31, 2022, the entire $6,500,000 in principal was outstanding and the Company had $4,932 in accrued interest.

This note was received in consideration for a portion of the development work that the Company performed for the borrower who intends to use the Company’s technology to launch its own online game in a jurisdiction outside the U.S., where the Company is unlikely to operate.

Notes Payable and Convertible Debt

3 Months Ended

Mar. 31, 2022

Notes Payable and Convertible Debt [Abstract]

Notes Payable and Convertible Debt

Notes Payable and Convertible Debt

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, 2022. The Company cannot prepay the loan without consent from the noteholders. As of March 31, 2022, there have been no Qualified Financing events that trigger conversion. As of March 31, 2022, the remaining outstanding balance of $771,500 is no longer convertible and has been reclassified to Notes Payable as per the agreement. Accrued interest on the note payable was $138,822 at March 31, 2022.

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 $8,802,828. 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.

During the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $38,893,733. 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 December 31, 2021, the Series B Convertible Notes had a balance of $0. The Company also issued additional convertible promissory notes with unaffiliated investors for an aggregate amount of $10,000,000. The notes bear an interest at 6% per year, are unsecured and are due in May 2023.

During the year ended December 31, 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 $3,552,114. 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 condensed consolidated statements of operations and comprehensive loss.

As of October 29, 2021, all except $185,095 of the series B convertible notes were converted into 9,764,511 shares of Lottery.com common stock. As of March 31, 2022, the remaining outstanding balance of $185,095 is no longer convertible and has been reclassified to notes payable. See Note 3. Accrued interest on this note as of March 31, 2022 was $38,835.

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 March 31, 2022 and December 31, 2021, the balance of the loan was $150,000. As of March 31, 2022, the accrued interest on this note was $2,624.

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 March 31, 2022 and December 30, 2021 the balance of the loans totaled $13,000.

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 had an interest rate of 0%, and original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022 and modified the interest rate to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments were evaluated and determined to be loan modifications and accounted for accordingly.

As of March 31, 2022 and December 30, 2021, the balance of the notes was $2,357,744 and $2,628,234, respectively.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Stockholders’ Equity

Stockholders’ Equity

Preferred and Common Stock

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of March 31, 2022, there were no shares of preferred stock issued and outstanding.

Common Stock

Our Charter authorizes the issuance of an aggregate of 500,000,000 shares of Common Stock, par value $0.001 per share. The shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our common stock in uncertificated form. Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive pro rata our remaining assets available for distribution.

As of March 31, 2022 and December 31, 2021, 46,928,367 shares and 46,808,251 shares, respectively, were outstanding. During the three months ended March 31, 2022, the Company issued the following shares of common stock.

Issuance of Common Stock for legal settlement			60,000
Exercise of options (Note 9)			60,116

Total			120,116

Public Warrants

The Public Warrants became exercisable 30 days after the Closing as the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. These warrants cannot be net cash settled by the Company in any event.

As of December 31, 2021, there were 20,125,000 Public Warrants outstanding. Immediately after giving effect to the Business Combination, there were 20,125,002 warrants to purchase share of Common stock outstanding, 20,125,000 of which are public warrants and two of which were previously warrants of AutoLotto, which are now warrants of Lottery.com and are exercisable to purchase an aggregate of 395,675 shares of common stock.

Private Warrants

Private warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity.

Unit Purchase Option

On June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 1,750,000 Units exercisable at $12.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination. The 1,750,000 Units represents the right to purchase 1,750,000 shares of common stock and 1,750,000 warrants to purchase 1,750,000 shares of common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 29, 2023. The Units issuable upon exercise of this option are identical to those offered by Lottery.com. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Business Combination resulting in a charge directly to stockholders’ equity. As of December 31, 2021 all of the 1,750,000 Units are vested, exercisable and outstanding.

Common Stock Warrants

On February 15, 2022, the Company issued warrants to purchase an aggregate 92,621 shares of the Company’s common stock at an exercise price of $7.56 per share. The warrants were valued at $194,695 using a Black-Scholes pricing model.

The Company has classified the warrants as having Level 2 inputs, and used the Black-Scholes option-pricing model to value the warrants. The fair value at the issuance dates for the above warrants was based upon the following management assumptions:

	Issuance dates
Risk-free interest rate		1.80	%
Expected dividend yield		0	%
Expected volatility		113.17	%
Term		3 years
Fair value of common stock	$	3.75

The Company did not issue any other warrants during the three months ended March 31, 2022 and the year ended December 31, 2021. All outstanding warrants are fully vested and have a weighted average remaining contractual life of 3.6 years. The Company incurred expenses related to outstanding warrants of $194,695 and $0 for the three months ended March 31, 2022 and 2021, respectively.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		573,359		$	0.28		4.8	$	272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/canceled		-			-		-
Outstanding at December 31, 2021		395,675			0.11		4.0		2,478,501
Granted		92,621			7.56		3.0
Exercised		-			-		-
Forfeited/canceled		-			-		-
Outstanding at March 31, 2022		488,296		$	1.52		3.6	$	1,200,387

Exercisable at March 31, 2022		488,296		$	1.52		3.6	$	1,200,387

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 of $8,480,697 as additional paid in capital and a corresponding debt discount of $2,795,000. This additional paid in capital is reflected in the condensed consolidated Statements of Equity for the year ended December 31, 2021.

Earnout Shares

As detailed in Note 3 – as part of the TDAC Combination as of December 31, 2021 a total of 5,000,000 Earnout Shares are eligible for issuance until December 31, 2022.

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation Expense

3 Months Ended

Mar. 31, 2022

Stock-based Compensation Expense

Stock-based Compensation Expense

2015 Stock Option Plan

Prior to the Closing, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options could be granted at a price not less than fair market value of the AutoLotto common stock (the “AutoLotto Common Stock”). If the AutoLotto Common Stock was at the time of grant listed on any stock exchange, then such fair market value would be the closing selling price per share of AutoLotto Common Stock on the date in question on such stock exchange, as such price is officially quoted in the composite tape of transactions on such stock exchange and published in The Wall Street Journal. If there was no closing selling price for the Common Stock on the date in question, then the fair market value would 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 would 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 that could have been issued over the term of the Plan could 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 AutoLotto Common Stock issued under the 2015 Plan could, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or vest in one or more installments over the Participant’s period of service or upon attainment of specified performance objectives. The Plan Administrator could 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.

2021 Equity Incentive Plan

In connection with the Business Combination, our Board of Directors adopted, and our stockholders approved, the Lottery.com 2021 Incentive Plan (the “2021 Plan”) under which 13,130,368 shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 by a number of shares of Company common stock equal to five percent of the total outstanding shares of Company common stock on the last day of the prior calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of Company common stock than would otherwise occur pursuant to the preceding sentence.

Stock Options

The Company did not issue any new stock options during the three months ended March 31, 2022 and 2021. The following table shows stock option activity for the three months ended March 31, 2022 and 2021:

	Shares Available for Grant			Outstanding Stock Awards			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		37,405			1,315,218		$	0.30			5.5	$	362,841
Granted		-			-			-			-
Exercised					(737,732	)		(0.28	)		-
Forfeited/canceled		231,825			(231,825	)		(0.65	)		-
Outstanding at December 31, 2021		269,230			345,661			0.97			4.4		2,061,303
Granted		-			-			-			-
Exercised		-			(60,116	)		(0.67	)		-
Forfeited/canceled (uncanceled)		(60,116	)		60,116			0.67			-
Outstanding at March 31, 2022		209,114			345,661		$	0.41			4.2	$	944,544

Exercisable at March 31, 2022		209,114			345,661		$	0.41			4.2	$	944,544

Stock-based compensation expense related to the employee options was $0 and $2,160 for the three months ended March 31, 2022 and 2021, 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 March 31, 2022 and December 31, 2021, unrecognized stock-based compensation associated with stock options amounted to $0.

Restricted awards

The Company has awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity.

For employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted shares, over the service period for the restricted shares that vest over a period of multiple months or years and for performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of December 31, 2021, the Company had granted 3,832,431 shares with vesting to begin April 2022. For the three months ended March 31, 2022, the Company recognized $22,174,488 of stock compensation expense related to the employee restricted stock grants. As of March 31, 2022, unrecognized stock-based compensation associated with the restricted stock awards is $18,831,680 which will be expensed over the next 3.5 years.

The Company had restricted stock activity summarized as follows:

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2021		3,832,431	$	14.75
Granted		-		-
Vested		-		-
Forfeited/canceled		-		-
Restricted shares unvested at March 31, 2022		3,832,431	$	14.75

Loss Per Share

3 Months Ended

Mar. 31, 2022

Disclosure of Income (Loss) Per Share [Abstract]

Loss Per Share

10.

Loss Per Share

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

	Three Months Ended March 31,
	2022			2021

Comprehensive net loss attributable to stockholders	$	(15,493,058	)	$	(5,456,034	)

Weighted average common shares outstanding
Basic and diluted		46,832,919			22,888,700

Net loss per common share
Basic and diluted	$	(0.33	)	$	(0.24	)

As of March 31, 2022, the Company excluded 345,661 stock options, 3,832,431 of restricted awards, 488,296 of warrants, 5,000,000 of earn out shares and 1,750,000 of unit purchase options respectively in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11.

Income Taxes

The Company did not record any income tax expense or benefit for the three months ended March 31, 2022 or 2021. 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 March 31, 2022 and 2021.

As of March 31, 2022, the Company did not have any unrecognized tax benefits. There were no significant changes to the calculation since December 31, 2021.

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.

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

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

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

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

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

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

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

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

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

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

12.

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 members of its Board of Directors, Officers, 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 March 31, 2022 and December 31, 2021.

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 net sweepstakes revenue of a wholly owned entity of the Company, LDC Crypto Universal Public Company Limited (“LDC”); in February 2022, LTRY WinTogether, Inc. (“LTRY WinTogether”), a wholly owned subsidiary of the Company assumed the obligations and liabilities of LDC, including, without limitation, with respect to the 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 any other subsidiary of the Company or of the Company nor do they otherwise hold any rights that a holder of equity securities of LTRY WinTogether 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 sweepstakes revenue. If the net sweepstakes revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any sweepstakes of LTRY WinTogether for such period. For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to holders of the outstanding Digital Securities. The Company has not satisfied any of those obligations as of March 31, 2022.

Leases

The Company leases office space in Spicewood, Texas (the “Spicewood Lease”), which expires January 21, 2022. For the three months ended March 31, 2022 and 2021, the Company’s total rent expense for the Spicewood Lease was approximately $109,608 and $13,475, respectively.

The Company additionally leases office space in Waco, Texas (the “Waco Lease”), which expires December 31, 2024, and leased an office space in Dallas, Texas (the “Dallas Lease”), which lease expired March 31, 2022. Pursuant to the provisions of a third amendment to the Waco Lease and a termination agreement to the Dallas Lease, the Company paid an aggregate of $244,945.91 in rent expense for the aggregate period from the third quarter of 2016 to March 31, 2022 under the Waco Lease and for the aggregate period from the third quarter of 2016 to the date of termination under the Dallas Lease.

As of March 31, 2022, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are as follows:

Years ending December 31,	Amount
2022 (nine months)		144,457
2023		153,222
2024		48,404
	$	346,083

Litigation and Other Loss Contingencies

As of March 31, 2022, 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

3 Months Ended

Mar. 31, 2022

Related Party Transactions

13.

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. The Company paid $4,700 during the year ended December 31, 2020 and has an outstanding balance at March 31, 2022 of $13,000.

Services Agreement with Master Goblin Games, LLC

In March 2020, the Company entered into a service agreement (as amended, the “Service Agreement”), with Master Goblin Games, LLC (“Master Goblin”), an entity that is wholly owned by our CFO and President, Ryan Dickinson. Master Goblin leases retail locations in certain U.S. jurisdictions from which it operates tabletop game retail stores and, ancillary to such retail operations, acts as sales agent or retailer licensed by the state lottery commission of such jurisdiction to sell lottery game tickets from such retail stores. The Company acquires lottery games as requested by users from Master Goblin on a non-exclusive basis in such jurisdictions.

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. On-going expenses are submitted by Master Goblin to the Company for reimbursement 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. In addition, from time to time Master Goblin may incur certain additional reimbursable expenses for the benefit of the Company. The Company paid Master Goblin an aggregate of $133,339.50, including expense reimbursements, under the Service Agreement, as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the Company had no outstanding payables to Master Goblin Games under the Service Agreement.

Revenue Disaggregation

3 Months Ended

Mar. 31, 2022

Revenue Disaggregation [Abstract]

Revenue Disaggregation

14.

Revenue Disaggregation

Revenue disaggregation consists of the following:

	2022		2021

Gaming	$	2,301,275	$	3,232,448
Other		18,849,617		2,229,091
Total	$	21,150,892	$	5,461,539

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

15.

Subsequent Events

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than below, there were no additional reportable subsequent events to be disclosed.

Restricted Stock Award issuance and share repurchase

On April 29, 2022, restricted stock awards for certain employees vested and resulted in withhold tax for those employees. Given the limited trading liquidity of the Company’s common shares, the Company withheld 130,546 shares, valued at $2.38 per share (the closing price on April 29, 2022) from the employees, and paid the withhold tax on the employees’ behalf.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Impact of Trident Acquisition Corp. Business Combination

Basis of Presentation

●

former AutoLotto stockholders having the largest voting interest in Lottery.com;

●

AutoLotto management continuing to hold executive management roles for the post-Business Combination entity and being responsible for the day-to-day operations;

●

the post-Business Combination entity assuming the Lottery.com name, which was the assumed name under which AutoLotto conducted business;

	●	Lottery.com maintaining the pre-existing AutoLotto headquarters; and
	●	the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy.

Non-controlling Interests

Segment Reporting

Concentration of Credit Risks

	Revenue
	For the three months ended						Accounts Receivable
	March 31,						March 31,
Customer	2022			2021			2022			2021
Customer A		87.7	%		-	%		99.6	%		-	%

Use of Estimates

Foreign currency translation

Cash and Cash Equivalents

The Company had no marketable securities as of March 31, 2022 and December 31, 2021.

Internal Use Software Development

Goodwill and Other Intangible Assets

Revenue Recognition

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

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.

Cost of Revenue

Stock-based Compensation

Recent Accounting Pronouncements

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

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of total net accounts receivable

	Revenue
	For the three months ended						Accounts Receivable
	March 31,						March 31,
Customer	2022			2021			2022			2021
Customer A		87.7	%		-	%		99.6	%		-	%

Schedule of depreciation of property and equipment

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

Business Combination (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Schedule of tangible and intangible assets acquisition

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

Schedule of intangible assets acquired

Category	Fair Value

Customer relationships	$	410,000
Gaming approvals		4,020,000
Trade names and trademarks		2,540,000
Technology		1,620,000

Total Intangibles	$	8,590,000

Schedule of basic and diluted weighted average number of shares

	For the three months ended March 31, 2022
				Global
	Lottery.com (As presented above)			Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	5,461,539			1,038,737		$	6,500,276
Net income (loss)		(5,456,034	)		(7,171	)		(5,463,205	)
Net income (loss) attributable to shareholders	$	(5,456,034	)		(7,171	)	$	(5,463,205	)

Net income (loss) per common share
Basic and diluted	$	(0.24	)				$	(0.24	)

Weighted average common shares outstanding
Basic and diluted		22,888,700						22,888,700

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property and Equipment, Net [Abstract]

Schedule of property and equipment, net

	March 31,			December 31,
	2022			2021

Computers and equipment	$	110,498		$	113,151
Furniture and fixtures		31,818			23,760
Software		1,903,121			1,903,121
Property and equipment		2,045,437			2,040,032
Accumulated depreciation		(1,924,144	)		(1,898,753	)
Property and equipment, net	$	121,293		$	141,279

Intangible Assets, net (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of customer relationships represent the valuation of acquired customer accounts

	March 31,			December 31,
	2022			2021
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(561,389	)		(522,222	)
	$	378,611		$	417,778

	March 31,			December 31,
	2022			2021
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,972	)		(5,556	)
	$	4,028		$	4,444

	March 31,			December 31,
	2022			2021
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(854,028	)		(794,444	)
	$	575,972		$	635,556

March 31, December 31,

2022 2021

Cost basis $ 2,000,000 $ 2,000,000

Less: accumulated amortization (1,361,111 ) (1,277,777 )

$ 638,889 $ 722,223

	March 31,			December 31,
	2022			2021
Cost basis	$	12,450,000		$	12,450,000
Less: accumulated amortization		(2,490,000	)		(1,867,500	)
	$	9,960,000		$	10,582,500

March 31, December 31,

2022 2021

Cost basis $ 6,000,000 $ 6,000,000

Less: accumulated amortization (433,333 ) (333,333 )

$ 5,566,667 $ 5,666,667

	March 31,			December 31,
	2022			2021
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(311,667	)		(296,083	)
	$	623,333		$	638,917

	March 31,			December 31,
	2022			2021
Cost basis	$	410,000		$	410,000
Less: accumulated amortization		(51,250	)		(34,167	)
	$	358,750		$	375,833

	March 31,			December 31,
	2022			2021
Cost basis	$	2,540,000		$	2,540,000
Less: accumulated amortization		(317,500	)		(211,667	)
	$	2,222,500		$	2,328,333

	March 31,			December 31,
	2022			2021
Cost basis	$	1,620,000		$	1,620,000
Less: accumulated amortization		(202,500	)		(135,000	)
	$	1,417,500		$	1,485,000

	March 31,			December 31,
	2022			2021
Cost basis	$	4,020,000		$	4,020,000
Less: accumulated amortization		(502,500	)		(335,000	)
	$	3,517,500		$	3,685,000

	March 31,			December 31,
	2022			2021
Cost basis	$	974,760		$	111,951
Less: accumulated amortization		(80,457	)		(23,323	)
	$	894,303		$	88,628

Schedule of estimated amortization expense for years of useful life

Years ending December 31,	Amount
2022		228,537
2023		205,214
2024		172,562
2025		172,562
2026		115,428

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of common stock

Issuance of Common Stock for legal settlement			60,000
Exercise of options (Note 9)			60,116

Total			120,116

Schedule of Black-Scholes option-pricing model to value the warrant

	Issuance dates
Risk-free interest rate		1.80	%
Expected dividend yield		0	%
Expected volatility		113.17	%
Term		3 years
Fair value of common stock	$	3.75

Schedule of common stock outstanding warrants

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		573,359		$	0.28		4.8	$	272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/canceled		-			-		-
Outstanding at December 31, 2021		395,675			0.11		4.0		2,478,501
Granted		92,621			7.56		3.0
Exercised		-			-		-
Forfeited/canceled		-			-		-
Outstanding at March 31, 2022		488,296		$	1.52		3.6	$	1,200,387

Exercisable at March 31, 2022		488,296		$	1.52		3.6	$	1,200,387

Stock-based Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of restricted stock activity

	Shares Available for Grant			Outstanding Stock Awards			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		37,405			1,315,218		$	0.30			5.5	$	362,841
Granted		-			-			-			-
Exercised					(737,732	)		(0.28	)		-
Forfeited/canceled		231,825			(231,825	)		(0.65	)		-
Outstanding at December 31, 2021		269,230			345,661			0.97			4.4		2,061,303
Granted		-			-			-			-
Exercised		-			(60,116	)		(0.67	)		-
Forfeited/canceled (uncanceled)		(60,116	)		60,116			0.67			-
Outstanding at March 31, 2022		209,114			345,661		$	0.41			4.2	$	944,544

Exercisable at March 31, 2022		209,114			345,661		$	0.41			4.2	$	944,544

Schedule of restricted stock activity

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2021		3,832,431	$	14.75
Granted		-		-
Vested		-		-
Forfeited/canceled		-		-
Restricted shares unvested at March 31, 2022		3,832,431	$	14.75

Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Income (Loss) Per Share [Abstract]

Schedule of basic and diluted net income (loss) per shareSchedule of basic and diluted net loss per share

	Three Months Ended March 31,
	2022			2021

Comprehensive net loss attributable to stockholders	$	(15,493,058	)	$	(5,456,034	)

Weighted average common shares outstanding
Basic and diluted		46,832,919			22,888,700

Net loss per common share
Basic and diluted	$	(0.33	)	$	(0.24	)

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rent payments due under non-cancellable leases

Years ending December 31,	Amount
2022 (nine months)		144,457
2023		153,222
2024		48,404
	$	346,083

Revenue Disaggregation (Tables)

3 Months Ended

Mar. 31, 2022

Revenue Disaggregation [Abstract]

Schedule of revenue disaggregation

	2022		2021

Gaming	$	2,301,275	$	3,232,448
Other		18,849,617		2,229,091
Total	$	21,150,892	$	5,461,539

Significant Accounting Policies (Details) - shares		3 Months Ended
Significant Accounting Policies (Details) - shares	Aug. 02, 2018	Mar. 31, 2022
Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage		10.00%
Revenue percentage		100.00%
Outstanding shares percentage	4.00%
Ownership percentage	20.00%
Minimum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		3 years
Maximum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		5 years
Class A-1 Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares purchased (in Shares)	186,666

Significant Accounting Policies (Details) - Schedule of total net accounts receivable - Customer A [Member]	Mar. 31, 2022	Mar. 31, 2021
Revenue, Major Customer [Line Items]
Revenue	87.70%
Accounts Receivable	99.60%

Significant Accounting Policies (Details) - Schedule of depreciation of property and equipment	3 Months Ended
	Mar. 31, 2022
Computers and equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years

Business Combination (Details) - USD ($)	1 Months Ended	3 Months Ended
Business Combination (Details) - USD ($)	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Business Combination (Details) [Line Items]
Gross proceeds		$ 42,794,000
Transaction costs		9,460,000
Cumulative debt repayments		11,068,000
Repayment of notes payable		5,475,000
Accrued underwriter fees		$ 5,593,000
Per dollar (in Dollars per share)		$ 22.0848
Purchase price		$ 10,989,691
Cash		$ 10,530,000
Shares of common stock (in Shares)		46,928,367		46,808,251
Price per share (in Dollars per share)		$ 0.67
Ownership interest		80.00%
Purchase price, grossed		$ 13,215,843
Minority interest percentage		20.00%
Deferred tax liabilities		$ 1,600,000
Sellers [Member]
Business Combination (Details) [Line Items]
Additional share of common stock		6,000,000
TDAC founders [Member]
Business Combination (Details) [Line Items]
Additional share of common stock		$ 4,000,000
Seller earnout shares (in Shares)		3,000,000
Forecast [Member]
Business Combination (Details) [Line Items]
Seller earnout shares (in Shares)			2,000,000
Business Combination [Member]
Business Combination (Details) [Line Items]
Acquisition percent of equity					100.00%
Acquisition equity					80.00%
Consideration transferred		$ 10,055,214
Lottery.com [Member]
Business Combination (Details) [Line Items]
Converted share (in Shares)	3.0058	9,764,511
Shares of common stock (in Shares)		687,439
AutoLotto [Member]
Business Combination (Details) [Line Items]
Converted share (in Shares)		3,248,526
Convertible notes		$ 63,800,000

Business Combination (Details) - Schedule of tangible and intangible assets acquisition	Mar. 31, 2022 USD ($)
Schedule of tangible and intangible assets acquisition [Abstract]
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 intangible assets acquired	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total Intangibles	$ 8,590,000
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	410,000
Gaming approvals [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	4,020,000
Trade names and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	2,540,000
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 1,620,000

Business Combination (Details) - Schedule of basic and diluted weighted average number of shares	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Lottery.com [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	$ 5,461,539
Net income (loss)	(5,456,034)
Net income (loss) attributable to shareholders	$ (5,456,034)
Net income (loss) per common share
Basic and diluted (in Dollars per share) \| $ / shares	$ (0.24)
Weighted average common shares outstanding
Basic and diluted (in Shares) \| shares	22,888,700
Global Gaming Acquisition [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	$ 1,038,737
Net income (loss)	(7,171)
Net income (loss) attributable to shareholders	(7,171)
Pro forma Lottery.com [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	6,500,276
Net income (loss)	(5,463,205)
Net income (loss) attributable to shareholders	$ (5,463,205)
Net income (loss) per common share
Basic and diluted (in Dollars per share) \| $ / shares	$ (0.24)
Weighted average common shares outstanding
Basic and diluted (in Shares) \| shares	22,888,700

Property and Equipment, net (Details) - USD ($)	3 Months Ended
Property and Equipment, net (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Property and Equipment, Net [Abstract]
Depreciation expense	$ 38,291	$ 135,842

Property and Equipment, net (Details) - Schedule of property and equipment, net - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,045,437	$ 2,040,032
Accumulated depreciation	(1,924,144)	(1,898,753)
Property and equipment, net	121,293	141,279
Computers and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	110,498	113,151
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	31,818	23,760
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,903,121	$ 1,903,121

Intangible Assets, net (Details) - USD ($)						1 Months Ended		3 Months Ended		12 Months Ended
Intangible Assets, net (Details) - USD ($)	Dec. 31, 2036	Dec. 31, 2032	Dec. 31, 2027	Dec. 31, 2026	Dec. 31, 2024	Feb. 28, 2021	Mar. 31, 2017	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Feb. 15, 2021
Intangible Assets, net (Details) [Line Items]
Principal Amount											$ 12,450,000
Purchase price						$ 6,000,000
Partially paid in cash						3,000,000
Convertible debt						$ 3,000,000
Playsino [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								5 years
Amortization expense								$ 622,500	$ 622,500
Except amortization expense								$ 207,500
Sports.com Domain Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								15 years
Forecast [Member] \| Playsino [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense				$ 2,075,000
Customer Relationships [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 39,167	39,167
Except amortization expense								$ 104,444
Customer Relationships [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 17,083
Except amortization expense								$ 34,167
Customer Relationships [Member] \| Forecast [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense					$ 156,667
Customer Relationships [Member] \| Forecast [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense			$ 68,333
Trade Name [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 416	416
Estimated amortization expense								1,667
Except amortization expense								$ 1,111
Trade Name [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 105,833
Except amortization expense								$ 211,667
Trade Name [Member] \| Forecast [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense			423,333
Technology [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 59,584	59,584
Except amortization expense								$ 158,889
Technology [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 67,500	67,500
Except amortization expense								$ 135,000
Technology [Member] \| Forecast [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense					238,333
Technology [Member] \| Forecast [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense			270,000
Software Agreements [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 83,334	83,334
Except amortization expense								55,556
Software agreement								2,000,000
Software Agreements [Member] \| Forecast [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense					$ 333,333
Sports.com Domain Acquisition [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Amortization expense								100,000	33,333
Except amortization expense								$ 66,667
Sports.com Domain Acquisition [Member] \| Forecast [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense	$ 400,000
Lottery.com Domain Acquisition [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								15 years
Amortization expense								$ 15,584	$ 15,584
Except amortization expense								$ 15,588
Total purchase price							$ 935,000
Lottery.com Domain Acquisition [Member] \| Forecast [Member] \| TinBu Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Amortization expense		$ 62,333
Gaming Licenses [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								6 years
Amortization expense								$ 167,000
Except amortization expense								335,000
Gaming Licenses [Member] \| Forecast [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Estimated amortization expense			$ 670,000
Internal Use Software Development [Member] \| Aganar and JuegaLotto Acquisition [Member]
Intangible Assets, net (Details) [Line Items]
Amortization expense								57,134
Software development costs								$ 2,342,163		$ 2,080,999
Internal Use Software Development [Member] \| Aganar and JuegaLotto Acquisition [Member] \| Minimum [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								2 years
Internal Use Software Development [Member] \| Aganar and JuegaLotto Acquisition [Member] \| Maximum [Member]
Intangible Assets, net (Details) [Line Items]
Estimated useful life								10 years

Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Customer Relationships [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	$ 940,000	$ 940,000
Less: accumulated amortization	(561,389)	(522,222)
Total	378,611	417,778
Trade Names [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	10,000	10,000
Less: accumulated amortization	(5,972)	(5,556)
Total	4,028	4,444
Technology [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	1,430,000	1,430,000
Less: accumulated amortization	(854,028)	(794,444)
Total	575,972	635,556
Software Agreements [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	2,000,000	2,000,000
Less: accumulated amortization	(1,361,111)	(1,277,777)
Total	638,889	722,223
Playsino [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	12,450,000	12,450,000
Less: accumulated amortization	(2,490,000)	(1,867,500)
Total	9,960,000	10,582,500
Sports [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	6,000,000	6,000,000
Less: accumulated amortization	(433,333)	(333,333)
Total	5,566,667	5,666,667
Lottery [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	935,000	935,000
Less: accumulated amortization	(311,667)	(296,083)
Total	623,333	638,917
Aganar and JuegaLotto [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	410,000	410,000
Less: accumulated amortization	(51,250)	(34,167)
Total	358,750	375,833
Trade Names 1 [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	2,540,000	2,540,000
Less: accumulated amortization	(317,500)	(211,667)
Total	2,222,500	2,328,333
Technology1 [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	1,620,000	1,620,000
Less: accumulated amortization	(202,500)	(135,000)
Total	1,417,500	1,485,000
Gaming Licenses [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	4,020,000	4,020,000
Less: accumulated amortization	(502,500)	(335,000)
Total	3,517,500	3,685,000
Software Development1 [Member]
Intangible Assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	974,760	111,951
Less: accumulated amortization	(80,457)	(23,323)
Total	$ 894,303	$ 88,628

Intangible Assets, net (Details) - Schedule of estimated amortization expense for years of useful life	Mar. 31, 2022 USD ($)
Schedule of estimated amortization expense for years of useful life [Abstract]
2022	$ 228,537
2023	205,214
2024	172,562
2025	172,562
2026	$ 115,428

Notes Receivable (Details) - USD ($)	3 Months Ended
Notes Receivable (Details) - USD ($)	Mar. 31, 2022	Mar. 22, 2022
Receivables [Abstract]
Principal amount		$ 6,500,000
Interest rate		3.10%
Liabilities, Average Amount Outstanding	$ 6,500,000
Accrued interest	$ 4,932

Notes Payable and Convertible Debt (Details) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
Notes Payable and Convertible Debt (Details) - USD ($)	Oct. 29, 2021	Aug. 28, 2018	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Mar. 22, 2022	Mar. 31, 2021	Dec. 31, 2020	Aug. 31, 2020	Jun. 29, 2020	Jun. 30, 2019	Oct. 31, 2017
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount						$ 6,500,000
Interest rate							6.00%
Maturity date		Jun. 30, 2022
Additional principal amount			$ 3,552,114
Loss on extinguishment			71,812
Loan amount			$ 13,000	$ 13,000
Series A Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount												$ 821,500
Interest rate											10.00%
Maturity date			Dec. 31, 2022
Remaining outstanding balance			$ 771,500
Accrued interest			$ 138,822
Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount				$ 38,893,733				$ 8,802,828
Interest rate				8.00%
Maturity date			Dec. 21, 2021
Remaining outstanding balance			$ 185,095
Accrued interest			$ 38,835
Convertible notes	$ 185,095
Converted shares (in Shares)	9,764,511
Series B Convertible Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible promissory note balance				$ 0
Short term loans [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount									$ 37,199	$ 150,000
Interest rate			3.75%
Accrued interest			$ 2,624
Loan amount			$ 150,000	150,000
Notes Payable [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Interest rate		0.00%	4.10%
Maturity date		Jan. 25, 2022
Notes payable		$ 12,674,635
Notes payable			$ 2,357,744	$ 2,628,234
Forecast [Member] \| Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Interest rate					8.00%
Convertible Promissory Note [Member] \| Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount							$ 10,000,000

Stockholders’ Equity (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Jun. 01, 2018	Feb. 15, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Stockholders’ Equity (Details) [Line Items]
Preferred stock authorized			1,000,000			1,000,000
Preferred stock par value (in Dollars per share)			$ 0.001			$ 0.001
Common stock, shares authorized			500,000,000			500,000,000
Common stock, par value (in Dollars per share)			$ 0.001			$ 0.001
Voting rights			one
Common stock , shares outstanding			46,928,367			46,808,251
Public warrants outstanding						20,125,000
Warrants purchase share						20,125,002
Public warrants						20,125,000
Purchase aggregate shares						395,675
Price per unit (in Dollars per share)			$ 0.67
Common share purchase			1,750,000
Aggregate purchase amount (in Dollars)		$ 92,621
Common stock exercise price (in Dollars per share)		$ 7.56
Warrants valued (in Dollars)		$ 194,695
Incurred expense outstanding warrant (in Dollars)			$ 194,695	$ 0
Additional paid in capital (in Dollars)			8,480,697
Corresponding debt discount (in Dollars)			$ 2,795,000
Earnout Shares			5,000,000
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock , shares outstanding			46,928,367			46,808,251
Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Public warrants, description			The Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; ●if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Purchase option (in Dollars)	$ 100
Share unit exercisable	1,750,000
Price per unit (in Dollars per share)	$ 12
Aggregate exercise price (in Dollars per share)	$ 21,000,000
Warrants purchase			1,750,000
Purchase options payment exercised expire date			May 29, 2023
Cash payment (in Dollars)			$ 100
Shares vested						1,750,000
Common stock warrants [Member]
Stockholders’ Equity (Details) [Line Items]
weighted average remaining contractual life			3 years 7 months 6 days
UPO Warrants [Member] \| Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Share purchase			1,750,000
Preferred and common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock authorized			1,000,000
Preferred stock par value (in Dollars per share)			$ 0.001
Common Stock [Member] \| Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Share purchase			1,750,000
Forecast [Member] \| Earnout shares [Member]
Stockholders’ Equity (Details) [Line Items]
Earnout Shares					5,000,000

Stockholders’ Equity (Details) - Schedule of common stock	3 Months Ended
	Mar. 31, 2022 shares
Schedule of common stock [Abstract]
Issuance of Common Stock for legal settlement	60,000
Exercise of options (Note 9)	60,116
Total	120,116

Stockholders’ Equity (Details) - Schedule of Black-Scholes option-pricing model to value the warrant	3 Months Ended
	Mar. 31, 2022 $ / shares
Schedule of Black-Scholes option-pricing model to value the warrant [Abstract]
Risk-free interest rate	1.80%
Expected dividend yield	0.00%
Expected volatility	113.17%
Term	3 years
Fair value of common stock (in Dollars per share)	$ 3.75

Stockholders’ Equity (Details) - Schedule of common stock outstanding warrants - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of common stock outstanding warrants [Abstract]
Number of Shares Outstanding Beginning	395,675	573,359
Weighted Average Exercise Price Outstanding Beginning	$ 0.11	$ 0.28
Weighted Average Remaining Contractual Life (years) Outstanding Beginning		4 years 9 months 18 days
Aggregate Intrinsic Value Outstanding Beginning		$ 272,638
Number of Shares Granted	92,621
Weighted Average Exercise Price Granted	$ 7.56
Weighted Average Remaining Contractual Life (years) Granted	3 years
Number of Shares Exercised		(177,684)
Weighted Average Exercise Price Exercised		$ 0.66
Weighted Average Remaining Contractual Life (years) Exercised
Number of Shares Forfeited/canceled
Weighted Average Exercise Price Forfeited/canceled
Weighted Average Remaining Contractual Life (years) Forfeited/canceled
Number of Shares Outstanding Ending	488,296	395,675
Weighted Average Exercise Price Outstanding Ending	$ 1.52	$ 0.11
Weighted Average Remaining Contractual Life (years) Outstanding Ending	3 years 7 months 6 days	4 years
Aggregate Intrinsic Value Outstanding Ending	$ 1,200,387	$ 2,478,501
Number of Shares Exercisable	488,296
Weighted Average Exercise Price Exercisable	$ 1.52
Weighted Average Remaining Contractual Life (years) Exercisable	3 years 7 months 6 days
Aggregate Intrinsic Value Exercisable	$ 1,200,387

Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
Stock-based Compensation Expense (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Stock-based Compensation Expense (Details) [Line Items]
Stock-based compensation expense	$ 0	$ 2,160
Unrecognized stock based compensation associated with stock options	0		$ 0
Granted shares with vesting (in Shares)			3,832,431
Stock compensation expense	22,174,488
Restricted stock awards	$ 18,831,680
Expensed term	3 years 6 months
Equity Option [Member]
Stock-based Compensation Expense (Details) [Line Items]
Options exercisable, description	The maximum number of shares of Common Stock that could have been issued over the term of the Plan could 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.
Common Stock subject to option percentage	20.00%
Vesting term	1 year
Class A Common Stock [Member]
Stock-based Compensation Expense (Details) [Line Items]
Shares issued (in Shares)	13,130,368

Stock-based Compensation Expense (Details) - Schedule of stock option activity - Stock Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Stock-based Compensation Expense (Details) - Schedule of stock option activity [Line Items]
Shares Available for Grant, Balance beginning	269,230	37,405
Outstanding Stock Awards, Balance beginning	345,661	1,315,218
Weighted Average Exercise Price, Balance beginning (in Dollars per share)	$ 0.97	$ 0.3
Weighted Average Remaining Contractual Life (years), Balance beginning		5 years 6 months
Aggregate Intrinsic Value, Balance beginning (in Dollars)	$ 2,061,303	$ 362,841
Shares Available for Grant, Granted
Outstanding Stock Awards, Granted
Weighted Average Exercise Price, Granted (in Dollars per share)
Weighted Average Remaining Contractual Life (years), Granted
Shares Available for Grant, Exercised
Outstanding Stock Awards, Exercised	(60,116)	(737,732)
Weighted Average Exercise Price, Exercised (in Dollars per share)	$ (0.67)	$ (0.28)
Weighted Average Remaining Contractual Life (years), Exercised
Shares Available for Grant, Forfeited/canceled (uncanceled)	(60,116)
Outstanding Stock Awards, Forfeited/canceled (uncanceled)	60,116
Weighted Average Exercise Price, Forfeited/canceled (uncanceled) (in Dollars per share)	$ 0.67
Weighted Average Remaining Contractual Life (years), Forfeited/canceled (uncanceled)
Shares Available for Grant, Forfeited/canceled		231,825
Outstanding Stock Awards, Forfeited/canceled		(231,825)
Weighted Average Exercise Price, Forfeited/canceled (in Dollars per share)		$ (0.65)
Weighted Average Remaining Contractual Life (years), Forfeited/canceled
Shares Available for Grant, Balance ending	209,114	269,230
Outstanding Stock Awards, Balance ending	345,661	345,661
Weighted Average Exercise Price, Balance ending (in Dollars per share)	$ 0.41	$ 0.97
Weighted Average Remaining Contractual Life (years), Balance ending	4 years 2 months 12 days	4 years 4 months 24 days
Aggregate Intrinsic Value, Balance ending (in Dollars)	$ 944,544	$ 2,061,303
Shares Available for Grant, Exercisable at March 31, 2022	209,114
Outstanding Stock Awards, Exercisable at March 31, 2022	345,661
Weighted Average Exercise Price, Exercisable at March 31, 2022 (in Dollars per share)	$ 0.41
Weighted Average Remaining Contractual Life (years), Exercisable at March 31, 2022	4 years 2 months 12 days
Aggregate Intrinsic Value, Exercisable at March 31, 2022 (in Dollars)	$ 944,544

Stock-based Compensation Expense (Details) - Schedule of restricted stock activity - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Stock-based Compensation Expense (Details) - Schedule of restricted stock activity [Line Items]
Number of Shares, Outstanding, Beginning balance \| shares	3,832,431
Weighted Average Grant Fair Value, Outstanding, Beginning balance \| $ / shares	$ 14.75
Number of Shares, Granted \| shares
Weighted Average Grant Fair Value, Granted \| $ / shares
Number of Shares, Vested \| shares
Weighted Average Grant Fair Value, Vested \| $ / shares
Number of Shares, Forfeited/canceled \| shares
Weighted Average Grant Fair Value, Forfeited/canceled \| $ / shares
Number of Shares, Restricted shares unvested at March 31, 2022 \| shares	3,832,431
Weighted Average Grant Fair Value, Restricted shares unvested at March 31, 2022 \| $ / shares	$ 14.75

Loss Per Share (Details)	3 Months Ended
Loss Per Share (Details)	Mar. 31, 2022 shares
Loss Per Share [Abstract]
Stock options	345,661
Restricted awards	3,832,431
Convertible debt into common shares	488,296
Earn out shares	5,000,000
Warrants shares	1,750,000

Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of basic and diluted net loss per share [Abstract]
Comprehensive net loss attributable to stockholders	$ (15,493,058)	$ (5,456,034)
Weighted average common shares outstanding
Basic and diluted	46,832,919	22,888,700
Net loss per common share
Basic and diluted	$ (0.33)	$ (0.24)

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Income Taxes (Details)	Mar. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 0

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2018
Commitments and Contingencies (Details) [Line Items]
Net raffle revenue, percentage				7.00%
Net raffle revenue				$ 0
Aggregate amount			$ 5,632
Leases expires, date	Jan. 21, 2022
Total rent expense	$ 109,608	$ 13,475
Rent expense	$ 244,945.91
Digital Securities [Member]
Commitments and Contingencies (Details) [Line Items]
Participation interests				$ 285,000,000

Commitments and Contingencies (Details) - Schedule of future minimum rent payments due under non-cancellable leases	Mar. 31, 2022 USD ($)
Schedule of future minimum rent payments due under non-cancellable leases [Abstract]
2022 (nine months)	$ 144,457
2023	153,222
2024	48,404
Total	$ 346,083

Related Party Transactions (Details) - USD ($)	3 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Cash paid		$ 4,700
Outstanding balance	$ 13,000
Initial expenses	100,000
Reimbursement on-going expenses	5,000
Master Goblin Games, LLC [Member]
Related Party Transactions (Details) [Line Items]
Reimbursement on-going expenses	$ 133,339.5

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(a)(2))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.2)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756