UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(c) Lottery.com Inc. (the “Company”) is filing this Current Report on Form 8-K/A to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2022 (the “Original Form 8-K”), in which the Company disclosed that it was advised by Armanino LLP (“Armanino”), its registered independent public accountant for the fiscal year ended December 31, 2022, that the audited financial statements for the year ended December 31, 2021, and the unaudited financial statements for the quarter ended March 31, 2022, should no longer be relied upon.
On July 22, 2022, the Company provided Armanino with a copy of the disclosures it made pursuant to Item 4.02(b) in the Original Form 8-K and requested that Armanino furnish to the Company as promptly as possible a letter addressed to the SEC stating whether Armanino agrees with the statements made by the Company pursuant to Item 4.02(b) in the Original Form 8-K and, if not, stating the respects in which it does not agree.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 7.1 | Letter from Armanino LLP to the Securities and Exchange Commission, dated July 25, 2022 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lottery.com Inc. | ||
| By: | /s/ Kathryn Lever |
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| Name: | Kathryn Lever | |
| Title: | Chief Operating Officer and Chief Legal Officer |
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Date: July 25, 2022
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Exhibit 7.1
Armanino LLP 155 108th Ave NE Suite 820 Bellevue, WA 98004-5948 925 790 2600 main armaninoLLP.com |
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July 25, 2022
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
We have read Lottery.com Inc.’s statements included in Item 4.02 of its Form 8-K filed on July 22, 2022 and agree with those statements concerning our firm.
