0001493152-23-016035 | 10-K/A | XBRL Viewer

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2021


Issuance of Common Stock in Reverse Merger (Note 4)			11,384,655
Issuance of Common Stock in Global Gaming Acquisition (Note 4)			687,439
Exercise of options (Note 9)			737,732
Exercise of warrants (See below)			177,684
Conversion of convertible debt (Note 7)			11,162,735

Total			24,150,245

Schedule of Common Stock Warrant

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		573,359		$	0.28		5.8	$	272,638
Granted		-			-		-
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2020		573,359			0.28		4.8		272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Exercisable at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party costs		$ 4,700
Service Agreement [Member[
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capital expenditure	$ 100,000
Service Agreement [Member[ \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reimbursement expenses	$ 5,000
Related Party [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due from related parties, current		$ 13,000

- Definition

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).

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+ Details

- Definition

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

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+ Details

Consolidated Statements of Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2019	$ 20,376,204	$ 22,658	$ 109,681,451	$ (89,327,905)		$ 20,376,204
Balance, shares at Dec. 31, 2019		22,658,006
Beneficial conversion feature on notes payable	1,405,341		1,405,341			1,405,341
Issuance of digital securities	649,992		649,992			649,992
Stock-based compensation (Restated)	16,099		16,099			16,099
Net loss (Restated)	(5,812,663)			(5,812,663)		(5,812,663)
Balance at Dec. 31, 2020	16,634,973	$ 22,658	111,752,883	(95,140,568)		16,634,973
Balance, shares at Dec. 31, 2020		22,658,006
Beneficial conversion feature on notes payable	8,480,697		8,480,697			8,480,697
Issuance of digital securities	108,331		108,331			108,331
Stock-based compensation (Restated)	14,483,057	3,448	14,479,609			14,483,057
Net loss (Restated)	(52,910,646)			(53,047,570)		(53,047,570)	136,924
Issuance of common stock upon stock option exercise	$ 253,717	$ 738	252,979			253,717
Issuance of common stock upon stock option exercise, shares	737,732	737,732
Issuance of common stock upon warrant exercise	$ 118,009	$ 177	117,832			118,009
Issuance of common stock upon warrant exercise, shares		177,684
Effect of reverse capitalization, net	$ 38,954,315	$ 11,385	38,942,930			38,954,315
Effect of reverse capitalization, net, shares	11,384,655	11,384,655
Conversion of convertible debt	$ 64,775,542	$ 11,163	64,764,379			64,775,542
Conversion of convertible debt, shares		11,162,735
Issuance of common stock in business acquisition	459,691	$ 687	459,004			459,691
Issuance of common stock in business acquisition, shares		687,439
Stock-based compensation, shares		3,448,066
Minority interest in business acquisition (Restated)	2,643,168						2,643,168
Other comprehensive loss	(655)				(655)	(655)
Balance at Dec. 31, 2021	$ 94,000,199	$ 50,256	$ 239,358,644	$ (148,188,138)	$ (655)	$ 91,220,107	$ 2,780,092
Balance, shares at Dec. 31, 2021		50,256,317

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 560,246	$ 641,661

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned operating subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Due to losses experienced by the Company’s Operational Cessation, the Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately $148 million and a working capital deficiency of approximately $45.3 million at December 31, 2021. For the year ending December 31, 2021, the Company sustained a net loss of $53 million. The Company sustained a loss from operations of $29.9 million and $3.7 million for the years ending December 31, 2021 and 2020, respectfully. Subsequently, the Company sustained additional operating losses and anticipates additional operating losses for the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern .

The Company has historically funded its activities to date almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with a loan agreement the Company entered into with Woodford Eurasia Assets, Ltd. (“Woodford”) on December 7, 2022 (see Subsequent Events), the Plans for Recommencement of Company Operations to require substantial funds to implement and there is no assurance that the Company will be able to continue raising the required capital.

The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. Such conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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 Trident Acquisition Corp. (“TDAC”) as the accounting acquiree. This determination was primarily based on:

	●	former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”);

	●	the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors;

	●	AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;

	●	the post-combination company assuming the Lottery.com name;

	●	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 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 of the Business Combination; (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, Segment Reporting, 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 he uses 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 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 holdings deposits are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. The Company maintains deposits and certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which are not FDIC insured. In addition, deposits aggregating approximately $19,790 at April 30, 2023 are held in foreign banks. Management believes the risk of loss in connection with these accounts is minimal.

Use of Estimates

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

Reclassifications

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

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 Restricted Cash

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

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

As of December 31, 2020, restricted cash included $6,950,000 escrow deposit related to the Company’s future performance obligations to provide data access to a third party under a Master Service Agreement dated December 12, 2020. As of December 31, 2021, the restricted cash balance was $0 as the Company met all requirements in the agreement. (See Subsequent Events – In 2022, the Company pledged $30,000,000 for a third-party a line of credit which was subsequently claimed for settlement of such line of credit)

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, which are its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company did not record any allowance for uncollectible receivables as of December 31, 2021 and 2020. The Company has not incurred bad debt expense historically.

Prepaid Expenses

Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services (“Prepaid advertising credits”). The Company expenses the service as it is performed by the third party. The value of the services provided were used to value these contracts, except the Company expensed reserve loss of prepaid advertising credits of $2,000,000 for the year ended The current portion of prepaid expenses is included in current assets on the consolidated balance sheets. The Company has remaining prepaid expenses of $22,013,110 and $22,896,638 for the years ended December 31, 2021 and 2020, respectfully.

Investments

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

Property and equipment, net

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

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

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

Leases

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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

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”. The Company reviewed for impairment and determined that no impairment indicators exist as of December 31, 2021 and 2020. See Footnote 6 for further discussion.

Revenue Recognition

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

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

The Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, which may be 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 Accounting Standards Codification (“ASC”) 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over the specified good or services before they are transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has discretion in establishing the price. For all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes 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 an all lottery game sales tickets as they would be responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while states have the authority to establish lottery game sales prices, the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being sold.

Other associated revenue

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

Arrangements with multiple performance obligations

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

Deferred Revenue

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

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

Contract Assets

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

Taxes

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

Cost of Revenue

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

Stock-based Compensation

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

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2021 and 2020 were approximately $1,888,000 and $66,000, respectively.

Income Taxes

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

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

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

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

Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2018 through 2021 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2017 through 2021 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations.

Fair Value of Financial Instruments

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

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

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

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

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

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

Fair value of stock options and warrants

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

Recent Accounting Pronouncements

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 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 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 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 Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Depreciation of Property and Equipment

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

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Net loss per common share

Schedule of Basic and Diluted Net Income Loss Per Share

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

	2021			2020
	Years Ended December 31,
	2021			2020

Comprehensive net loss attributable to stockholders	$	(53,048,225	)	$	(5,812,663	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			22,658,006

Net loss per common share
Basic and diluted	$	(2.04	)	$	(0.26	)

Schedule of Future Minimum Rent Payments Due Under Non Cancellable Leases (Details)	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 184,154
2023	135,222
2024	30,404
Total	$ 349,780

Schedule of Depreciation of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years

Revenue Disaggregation (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregation

Revenue disaggregation consists of the following:

Schedule of Revenue Disaggregation

	2021		2020

Gaming		8,506,176		3,069,373
Other		7,903,746		4,390,141
Total		16,409,922		7,459,514

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and equipment net

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

Schedule of Property and equipment net

	December 31,			December 31,
	2021			2020

Computers and equipment	$	113,151		$	85,004
Furniture and fixtures		23,760			14,301
Software		1,903,121			1,903,121
Property and equipment		2,040,032			2,002,426
Accumulated depreciation		(1,898,753	)		(1,331,474	)
Property and equipment, net	$	141,279		$	670,952

Intangible assets, net (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
Intangible assets, net (Details Narrative) - USD ($)	Feb. 28, 2021	Mar. 31, 2017	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 15, 2021
Finite-Lived Intangible Assets [Line Items]
Principal amount							$ 12,450,000
Total purchase price	$ 6,000,000
Partially paid in cash	3,000,000
Convertible debt	$ 3,000,000					$ 8,892,665
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					68,333
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					423,333
Playsino [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					1,867,500
Except amortization expense					207,500
Sports [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					333,333
Technology One [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					270,000
Gaming Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					$ 670,000
Tin Bu Acquisition [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 156,667	156,667
Except amortization expense					$ 104,444
Tin Bu Acquisition [Member] \| Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 1,667	1,667
Except amortization expense					$ 1,111
Tin Bu Acquisition [Member] \| Technology Service [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Tin Bu Acquisition [Member] \| Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					$ 238,333	238,333
Except amortization expense					$ 158,889
Tin Bu Acquisition [Member] \| Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 333,333	333,333
Except amortization expense					55,556
Payments for software					2,000,000
Tin Bu Acquisition [Member] \| Sports [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					400,000
Except amortization expense					66,667
Tin Bu Acquisition [Member] \| Lotterycom [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life		15 years
Amortization expense					62,333	$ 62,333
Except amortization expense					$ 15,588
Total purchase price		$ 935,000
Playsino [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					5 years
Playsino Inc [Member] \| Playsino [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					$ 2,075,000
Sports [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	15 years
Lottery Com Domain Acquisition [Member] \| Lotterycom [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					$ 62,333
Aganar And Juega Lotto [Member] \| Subsequent Event [Member]
Finite-Lived Intangible Assets [Line Items]
Except amortization expense				$ 55,976
Aganar And Juega Lotto [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 34,167
Except amortization expense					$ 34,167
Aganar And Juega Lotto [Member] \| Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 211,667
Except amortization expense					$ 211,667
Aganar And Juega Lotto [Member] \| Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Aganar And Juega Lotto [Member] \| Technology One [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					$ 135,000
Except amortization expense					$ 135,000
Aganar And Juega Lotto [Member] \| Gaming Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					6 years
Amortization expense					$ 670,000
Except amortization expense					335,000
Aganar And Juega Lotto [Member] \| Internal Use Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense					23,323
Payments for software					$ 2,080,099
Aganar And Juega Lotto [Member] \| Internal Use Software Development [Member] \| Subsequent Event [Member]
Finite-Lived Intangible Assets [Line Items]
Except amortization expense			$ 32,652
Aganar And Juega Lotto [Member] \| Internal Use Software Development [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					2 years
Aganar And Juega Lotto [Member] \| Internal Use Software Development [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life					10 years

Stock-based Compensation Expense (Tables)

12 Months Ended

Dec. 31, 2021

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The Company did not issue any new stock options during the years ended December 31, 2021 and 2020. The following table shows stock option activity for the years ended December 31, 2021 and 2020:

Schedule of Stock Option Activity

	Shares Available for Grant		Outstanding Stock Awards			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value

Balance, December 31, 2019		18,618		1,334,005		$	0.31			6.5	$	362,841
Forfeited/cancelled		18,786		(18,786	)		(0.67	)
Balance, December 31, 2020		37,405		1,315,218			0.30			5.5	$	362,841
Exercised		-		(737,732	)		(0.28	)
Forfeited/Cancelled		231,825		(231,825	)		(0.65	)
Balance, December 31, 2021		269,229		345,661		$	0.97			4.4	$	2,061,303

Exercisable, December 31, 2021		-		345,661		$	0.97			4.4	$	2,061,303

Schedule of Restricted Stock Awards Activity

The Company had restricted stock activity summarized as follows:

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2020		-	$	-
Granted		3,832,431		14.75
Vested		-		-
Forfeited/cancelled		-		-
Restricted shares unvested at December 31, 2021		3,832,431	$	14.75

Business Combination (Details Narrative) - USD ($)			12 Months Ended
Business Combination (Details Narrative) - USD ($)	Oct. 29, 2021	Jun. 01, 2018	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Business Acquisition [Line Items]
Gross proceeds			$ 42,794,000
Business acquisition, transaction costs			9,460,000
Repayments of debt			11,647,713	$ 890,287
Repayment of notes payable			5,475,000
Accrued underwriter fees			$ 5,593,000
Cash					$ 517,460
Number of shares issued for acquisition			687,439
Gross acquirees			$ 13,215,843
Deferred tax liabilities			$ 1,600,000
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent			20.00%
Global Gaming Enterprises Inc [Member]
Business Acquisition [Line Items]
Ownership interest percent			100.00%
Medios Electronicos [Member]
Business Acquisition [Line Items]
Ownership interest percent			80.00%
Global Gaming [Member]
Business Acquisition [Line Items]
Ownership interest percent			80.00%
Principal amount			$ 10,055,214
Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			3,000,000
Common Stock [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares		1,750,000
AutoLotto [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	3.0058		9,764,511
Repayments of debt			$ 11,068,000
Preferred stock, dividend rate			$ 22.0848
Principal amount			$ 10,989,691
Cash			$ 10,530,000
Number of shares issued for acquisition			687,439
AutoLotto [Member] \| Global Gaming [Member]
Business Acquisition [Line Items]
Shares price			$ 0.67
AutoLotto [Member] \| Common Stock [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			6,000,000
AutoLotto [Member] \| Series B Convertible Notes [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted			3,248,526
Convertible notes nayable			$ 63,800,000
TDAC Founders [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			2,000,000
TDAC Founders [Member] \| Common Stock [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			4,000,000

Schedule of Restatements of Financial Statements (Details) (Parenthetical) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Oct. 31, 2021

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Jan. 04, 2022

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred stock, par value

$ 0.001

Preferred stock, shares authorized

1,000,000

Preferred Stock, shares issued

Preferred stock, shares outstanding

Common stock, par value

$ 0.001

Common stock, shares authorized

500,000,000

Common stock, shares issued

50,256,317

22,658,006

Common stock, shares outstanding

50,256,317

22,658,006

Loan evidenced amount

$ 10,364,302

Decrease in accounts receivable and revenue

17,117,472

Accounts receivable

(18,852)

Decreased prepaid expenses

878,504

(295,772)

Reserve loss of prepaid advertising credits

2,000,000

Deferred revenue

1,162,335

7,763,593

Accounts receivable

(79,181)

(26,195)

Deferred revenue

$ (6,735,965)

$ 7,647,305

Restricted Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Number of shares grant

3,832,431

Revision of Prior Period, Reclassification, Adjustment [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Accounts receivable

^[1],[2]

$ 21,617,472

Decreased prepaid expenses

^[1],[2]

9,000,000

Accrued expense and other expenses

112,647

Decrease in revenue

52,117,472

Increasse in cost of revenue

11,000,000

Prepaid advertising credits

2,000,000

Reserve loss of prepaid advertising credits

^[1],[2]

2,000,000

Deferred revenue

^[2]

500,000

Accounts receivable

^[1],[2]

21,617,472

Deferred revenue

^[1],[2]

365,293

Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Common stock, shares issued

7,619,207

Common stock, shares outstanding

7,619,207

Decrease in accounts receivable and revenue

$ 18,539,472

Decreased stock-compensation expense

$ 1,049,206

Advertising Credits [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Invoice amount

17,117,472

Advertising Credits [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Decreased prepaid expenses

2,000,000

Advertising Credits [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Invoice amount

$ 18,539,472

Business Loan Agreement [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Loan evidenced amount

$ 30,000,000

Debt instrument, debt default, amount

30,000,000

Business Loan Agreement [Member] | October Twelve Two Thousand Twenty Two [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument unused amount

30,000,000

Business Loan Agreement [Member] | Promissory Note [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Loan evidenced amount

30,000,000

Business Loan Agreement [Member] | Business Loan [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, collateral amount

$ 30,000,000

Agreement With Customer [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Invoice amount

5,000,000

Contract with customer revenue recognized

5,000,000

Amount received for services provided to customer

$ 500,000

500,000

Deferred revenue

500,000

Agreement With Customer [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Decrease in revenue

5,000,000

Accounts receivable

4,500,000

Deferred revenue

$ 500,000

[1]

After reexamination of various transactions that occurred in 2021 and which were later rescinded or canceled in 2022, the Company has restated revenue on its financial statements for the year ended December 31, 2021, to reflect a change in the recognition of income in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606

[2]

On January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with The Provident Bank (“Provident”), pursuant to which the Company borrowed $30,000,000 from Provident, which was evidenced by a $30,000,000 Promissory Note. In accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with Provident was pledged as security for the amount outstanding under the loan (“Collateral Security”). The $30,000,000 Collateral Security became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan and Provident foreclosed on the $30,000,000 of Collateral Security. The Collateral Security, which was in the form of restricted cash, was presented as a contingent liability on the Company’s balance sheet from March 31, 2022 until the obligation was satisfied in October of 2022.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

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 and has an outstanding balance of $13,000.

During the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin Games”), an entity owned by Ryan Dickinson, a former officer of the Company, to facilitate the establishment of receipt of retail lottery licenses in certain jurisdictions. As of December 31, 2021, the Company had no outstanding related party payables.

Pursuant to the Service Agreement, Master Goblin is authorized and approved by the Company to incur up to $100,000 in initial expenses per location for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures and equipment, security and lease deposits, and licensing and filing fees. Similarly, pursuant to the Service Agreement, during each month of operation, Master Goblin is authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location for actually incurred lease expenses. The initial expenses are submitted by Master Goblin to the Company upon Master Goblin securing a lease and leases are only secured by Master Goblin in any location upon request of the Company. Such initial expenses are recorded by the Company as lease obligations. On-going expenses are submitted by Master Goblin to the Company on a monthly basis, subject to offset, and are recorded by the Company as an expense. To the extent Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, such net income reduces or eliminates such reimbursable expenses for that month.

In January 2023, Woodford Eurasia Assets, Ltd. signed a letter of intent to acquire Master Goblin. Such letter of intent would give Woodford the right to appoint a director to the Board of Directors of the Company (see Subsequent Events). As of the date of this Amended Report, no definitive documentation for this transaction has been signed.

Schedule of Income Tax for Continuing Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal	$ (16,846)
State	5,578	800
Foreign
Total current income taxes	(11,268)	800
Federal	(1,757,535)
State
Foreign	104,467
Total deferred income taxes	(1,653,067)	800
Valuation allowance
Total income tax expense (benefit)	$ (1,664,335)	$ 800

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 32,638,970	$ 3,825,511
Restricted cash		6,950,000
Accounts receivable	79,181	26,195
Prepaid expenses	22,896,638	22,013,110
Other current assets	226,200	788,033
Total current assets	55,840,989	33,602,849
Investments	250,000	250,000
Goodwill	19,590,758	12,997,048
Intangible assets, net	28,710,980	3,211,250
Property and equipment, net	141,279	670,952
Total assets	104,534,006	50,732,099
Current liabilities:
Trade payables	1,006,535	2,176,621
Deferred revenue	1,162,335	7,763,593
Convertible debt, net - current		8,882,665
Notes payable - current	3,771,340	12,207,180
Accrued interest	176,260	721,717
Accrued and other expenses	4,416,168	2,335,350
Total current liabilities	10,532,638	34,087,126
Long-term liabilities:
Convertible debt, net - non current		10,000
Other long term liabilities	1,169
Total long-term liabilities	1,169	10,000
Total liabilities	10,533,807	34,097,126
Commitments and contingencies
Equity
Controlling Interest
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding
Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively	50,256	22,658
Additional paid-in capital	239,358,644	111,752,883
Accumulated other comprehensive loss	(655)
Accumulated deficit	(148,188,138)	(95,140,568)
Total Lottery.com Inc. stockholders’ equity	91,220,107	16,634,973
Noncontrolling interest	2,780,092
Total Equity	94,000,199	16,634,973
Total liabilities and stockholders’ equity	$ 104,534,006	$ 50,732,099

Notes Payable and Convertible Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of the outstanding balances of the Series A and B notes

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

	December 31,		December 31,
	2021		2020
Total face value of series A convertible notes payable	$	-	$	821,500
Total face value of series B convertible notes payable		-		8,607,802
Total face value of secured convertible promissory note		-		935,000
Total face value of convertible notes payable		-		10,364,302
Less: unamortized beneficial conversion feature		-		(1,240,716	)
Less: unamortized debt discount		-		(230,921	)
Total convertible notes payable, net		-		8,892,665
Less: current portion of convertible notes payable		-		(8,882,665	)
Convertible notes payable, net of current portion	$	-	$	10,000

- Definition

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

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+ Details

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	$ (53,048,225)	$ (5,812,663)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest	136,924
Depreciation and amortization	4,292,606	1,533,994
Non-cash interest expense	17,274,299	827,647
Stock-based compensation expense	14,483,057	16,099
Forgiveness of PPP Loan	(493,125)
Loss on extinguishment of debt	115,788
Issuance of debt to pay expenses	2,732,167
Income tax valuation allowance	(1,653,067)
Other non-cash items, net	655
Changes in assets & liabilities:
Accounts receivable	(18,852)
Prepaid expenses	(878,504)	295,772
Other current assets	627,182	(38,167)
Trade payables	(1,557,570)	(341,251)
Deferred revenue	(6,735,965)	7,647,305
Accrued interest	(545,457)	394,282
Accrued and other expenses	2,080,818	174,023
Other long term liabilities	1,169
Net cash provided by operating activities	(23,186,100)	4,697,041
Cash flow from investing activities
Purchases of property and equipment	(27,474)	(21,915)
Purchases of intangible assets	(517,894)
Investment in subsidiary, net	(13,399,408)
Net cash used in investing activities	(13,944,776)	(21,915)
Cash flow from financing activities
Issuance of digital securities	108,332	649,992
Proceeds from exercise of options and warrants	371,726
Proceeds from issuance of convertible debt	23,483,500	5,271,363
Payment of debt issuance costs	(1,115,031)
Proceeds from issuance of notes payable	5,000,000	910,825
Proceeds from reverse recapitalization	42,794,176
Principal payments on debt	(11,647,713)	(890,287)
Net cash provided by financing activities	58,994,990	5,941,893
Effect of exchange rate changes on cash	(655)
Net change in net cash and restricted cash	21,863,459	10,617,019
Cash and restricted cash at beginning of period	10,775,511	158,492
Cash and restricted cash at end of period	32,638,970	10,775,511
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash	4,438,623
Taxes paid in cash	5,578
Non cash investing and financing activities
Conversion of convertible debt into common stock	63,484,240
Capitalization of interest from loan extinguishment	44,614
Purchase of intangible assets through the issuance of convertible debt	15,450,000
Issuance of convertible debt in exchange for outstanding liabilities	1,855,000
Issuance of convertible debt in exchange for notes payable	4,531,250
Common stock issued as part of acquisition	459,691
Beneficial conversion feature on notes payable	$ 8,480,697

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal net operating loss carryforwards	$ 20,145,126	$ 13,211,841
Foreign net operating loss carryforwards	(321,331)
Stock compensation	3,308,116
Fixed assets		6,648
Intangible assets		121,333
Other	19,540	170,880
Total deferred tax assets before valuation allowance	23,151,451	13,510,703
Fixed assets	336,699
Intangible assets	1,452,273
Total deferred tax liabilities	1,788,972
Valuation allowance	(21,362,480)	(13,510,703)
Net deferred tax assets and liabilities

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination

4. Business Combination

TDAC Combination

On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger 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 Merger Agreement) was cancelled 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 Merger 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 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 Business combination.

Upon the closing of the transaction, AutoLotto received total gross 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 December 31, 2021, 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 completed its acquisition of 100 percent of equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction over the ability to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in other countries throughout Latin America. Aganar has been operating in the licensed iLottery market in Mexico since 2007 and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico under the brand name Capalli. The opening balance of the acquirees have been included in our consolidated balance sheet since the date of the acquisition. Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was used to translate the balances.

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

The total purchase price of $10,989,691, consisting 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% ownership interest and is therefore grossed up to $13,215,843 as to reflect the 20% minority interest in the acquirees. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:


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

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

Total net assets of Acquirees	$	13,215,843

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

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

Schedule of Intangible Assets Acquired

Category	Fair Value

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

Total Intangibles	$	8,590,000

The following pro forma condensed consolidated results of operations for the year ended December 31, 2021 have been prepared as if the acquisition of Global Gaming had occurred on January 1, 2021 and includes adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding.

	For the year ended December 31, 2021
	Lottery.com (As presented above)			Global Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	16,409,922			1,962,370		$	18,372,292
Net income (loss)		(50,790,472	)		(86,162	)		(50,876,634	)
Net income (loss) attributable to shareholders	$	(50,927,396	)		(86,162	)	$	(51,013,558	)

Net income (loss) per common share
Basic and diluted	$	(1.96	)				$	(1.96	)

Weighted average common shares outstanding
Basic and diluted		25,998,831						25,998,831

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.

Schedule of Revenue Disaggregation (Details) - USD ($)	12 Months Ended
Schedule of Revenue Disaggregation (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total	$ 16,409,922	$ 7,459,514
Gaming [Member]
Disaggregation of Revenue [Line Items]
Total	8,506,176	3,069,373
Other [Member]
Disaggregation of Revenue [Line Items]
Total	$ 7,903,746	$ 4,390,141

- Definition

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

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+ Details

Schedule of Pre-tax Income (Loss) by Jurisdiction (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (55,259,603)	$ (5,811,863)
Foreign	684,622
Total	$ (54,574,981)	$ (5,811,863)

Schedule of Basic and Diluted Net Income Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss per common share
Comprehensive net loss attributable to stockholders	$ (53,048,225)	$ (5,812,663)
Weighted average common shares outstanding
Basic and diluted	25,998,831	22,658,006
Net loss per common share
Basic and diluted	$ (2.04)	$ (0.26)

- Definition

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

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

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+ Details

Schedule of Tangible and Intangible Assets Acquisition (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Business Combination and Asset 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	$ 19,590,758	4,940,643	$ 12,997,048
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 Increase in the Valuation Allowance (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate of 21%	$ (11,460,747)	$ (1,069,636)
State income taxes, net of federal income tax benefit
Foreign rate differential	127,739
Permanent differences	2,106,611	359,450
Other – Miscellaneous		40
Change in valuation allowance	7,562,061	710,946
Total income tax expense (benefit)	$ (1,664,335)	$ 800

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Type	10-K/A
Amendment Flag	true
Amendment Description	In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Lottery.com Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 (this “Amended Report”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2022 (the “Original Report”), to amend and revise the following Items of our Original Report:
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-38508
Entity Registrant Name	LOTTERY.COM INC.
Entity Central Index Key	0001673481
Entity Tax Identification Number	81-1996183
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	20808 State Hwy 71 W
Entity Address, Address Line Two	Unit B Spicewood
Entity Address, City or Town	TX
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78669
City Area Code	512
Local Phone Number	592-2451
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 73
Entity Common Stock, Shares Outstanding		50,700,683
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive proxy statement relating to its 2022 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III herein.
ICFR Auditor Attestation Flag	false
Auditor Location	NJ
Auditor Name	Yusufali & Associates, LLC
Auditor Firm ID	3313
Common stock, par value $0.001 per share [Member]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	LTRY
Security Exchange Name	NASDAQ
Warrants to purchase one share of common stock, each at an exercise price of $11.50 [Member]
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $11.50
Trading Symbol	LTRYW
Security Exchange Name	NASDAQ

Notes Payable and Convertible Debt (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended	12 Months Ended		26 Months Ended
	Oct. 29, 2021	Jun. 29, 2020	May 01, 2020	Aug. 28, 2018	Mar. 31, 2021	Oct. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 30, 2021	Aug. 31, 2020
Short-Term Debt [Line Items]
Notes payable								$ 10,364,302	$ 10,364,302
Accrued interest							176,260	721,717	721,717
loss on extinguishment							(115,788)
Series A Notes [Member]
Short-Term Debt [Line Items]
Notes payable						$ 821,500
Debt instrument, interest rate						10.00%
Debt instrument, maturity date						Dec. 31, 2021
Secured Convertible Note [Member]
Short-Term Debt [Line Items]
Notes payable							935,000
Convertible notes shares					1,398,221
Series A Notes [Member]
Short-Term Debt [Line Items]
Balance of convertible promissory note							0	821,500	821,500
Notes payable							771,500
Accrued interest							138,822
Series B Notes [Member]
Short-Term Debt [Line Items]
Notes payable							$ 38,893,733	$ 8,802,828	$ 8,802,828
Convertible notes shares	9,764,511
Debt instrument, interest rate							8.00%	8.00%	8.00%
Debt instrument, maturity date									Dec. 21, 2021
Balance of convertible promissory note							$ 0
Notes payable	$ 185,095						185,095
Accrued interest							35,184
Series B Notes [Member] \| Unaffiliated Investors [Member]
Short-Term Debt [Line Items]
Notes payable							$ 10,000,000
Debt instrument, interest rate							6.00%
Series B Notes [Member] \| Six Promissory Note Holders [Member]
Short-Term Debt [Line Items]
Notes payable							$ 3,552,114
loss on extinguishment							71,812
PPP Loan [Member[
Short-Term Debt [Line Items]
Debt instrument, description			the Company entered into a Promissory Note with Cross River Bank, which provides for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during our third quarter of fiscal year 2021
Short Term Loans [Member]
Short-Term Debt [Line Items]
Notes payable		$ 150,000
Debt instrument, interest rate		3.75%
Accrued interest							2,255
Debt Instrument, Term		30 years
Short Term Loans [Member] \| Three Individuals [Member]
Short-Term Debt [Line Items]
Notes payable											$ 37,199
Balance of loan amount							$ 13,000	$ 17,700	$ 17,700
Notes Payable [Member] \| TinBu LLC [Member]
Short-Term Debt [Line Items]
Notes payable				$ 12,674,635						$ 2,628,234
Debt instrument, interest rate				0.00%
Debt instrument, maturity date				Jan. 25, 2022
Notes payable								$ 11,067,643	$ 11,067,643
Debt instrument, description				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.

Loss Per Share

12 Months Ended

Dec. 31, 2021

Net loss per common share

Loss Per Share

10. Loss Per Share

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

	2021			2020
	Years Ended December 31,
	2021			2020

Comprehensive net loss attributable to stockholders	$	(53,048,225	)	$	(5,812,663	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			22,658,006

Net loss per common share
Basic and diluted	$	(2.04	)	$	(0.26	)

As of December 31, 2021, the Company excluded 345,661 stock options, 2,012,774 convertible debt into common shares, 3,832,431 of restricted awards, 3,869,305 of warrants, 1,726,027 of earn out shares and 604,110 of unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

As of December 31, 2020, the Company excluded 1,315,218 stock options and 537,359 warrants from the computation of diluted net loss per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2021 and December 31, 2020;


	Year ended			Year ended
	December 31, 2021			December 31, 2020
Domestic	$	(55,259,603	)	$	(5,811,863	)
Foreign	$	684,622			-
Total	$	(54,574,981	)	$	(5,811,863	)

The provision for income taxes for continuing operations for the year ended December 31, 2021 and 2020 consist of the following:

	Year ended December 31, 2021			Year ended December 31, 2020
Current income taxes
Federal		(16,846	)		-
State		5,578			800
Foreign		-			-
Total current income taxes		(11,268	)		800

33Deferred income taxes
Federal		(1,757,535	)		-
State		-			-
Foreign		104,467			-
Total deferred income taxes		(1,653,067	)		800
Valuation allowance		-
Total income tax expense (benefit)		(1,664,335	)		800

A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. Income tax expense for the year ended December 31, 2021 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed. A corresponding tax expense is included for the year ended December 31, 2021 to reflect the increase in the valuation allowance.

	Year ended December 31, 2021			Year ended December 31, 2020
Tax Expense at statutory federal rate of 21%	$	(11,460,747	)	$	(1,069,636	)
State income taxes, net of federal income tax benefit		-			-
Foreign rate differential		127,739			-
Permanent differences		2,106,611			359,450
Other – Miscellaneous		-			40
Change in valuation allowance		7,562,061			710,946
Income tax expense (benefit)	$	(1,664,335	)	$	800

Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance:

	2021			2020
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	20,145,126		$	13,211,841
Foreign net operating loss carryforwards		(321,331	)		-
Stock compensation		3,308,116
Fixed assets		-			6,648
Intangible assets		-			121,333
Other		19,540			170,880
Total deferred tax assets before valuation allowance	$	23,151,451		$	13,510,703

Deferred tax liabilities:
Fixed assets	$	336,699		$	-
Intangible assets		1,452,273			-
Total deferred tax liabilities		1,788,972			-

Valuation allowance		(21,362,480	)		(13,510,703	)
Net deferred tax assets and liabilities	$	-		$	-

Due to the Global Gaming acquisition and the recording of related deferred tax liabilities, the Company released approximately $1,600,000 of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income. For the year ended December 31, 2021, the valuation allowance increased by approximately $7,852,000. the Company believes a full valuation allowance against the net deferred tax asset is appropriate at this time. The Company will continue to evaluate the realizability of its deferred tax assets in future years.

At December 31, 2021, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”) carryforwards of approximately $91,739,683, $27,018,316 of which expires between 2036 and 2037 and $64,721,367 of which has no expiration date.

We account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We have not recorded any unrecognized tax benefits as of December 31, 2021.

Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. We did not have any interest or penalties on unrecognized tax benefits accrued at December 31, 2021.

The Company files U.S. federal and state returns. The Company’s foreign subsidiary also files a local tax return in their local jurisdiction. From a U.S. federal, state and Mexican perspective the years that remain open to examination are consistent with each jurisdiction’s statute of limitations. The Company has not filed its 2021 and 2022 for U.S. federal and state corporate income tax returns. The Company’s foreign subsidiary in Mexico is current with the filing of its tax returns through 2022. The Company expects to file these documents as soon as possible. While the Company is in a net loss position and expects no income tax amounts to be due except for minimum state and local income taxes, the Company is at risk for failure to file. As of the date of this Amended Report, the Company has not been informed that such penalties have been assessed, therefore no accrual for such has been recorded in the Company’s financial statements. The Company’s federal income tax returns for the years 2017-2022 remain subject to examination by the Internal Revenue Service.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	50,256,317	22,658,006
Common stock, shares outstanding	50,256,317	22,658,006

Intangible assets, net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

6. 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.

	December 31,			December 31,
	2021			2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(522,222	)		(365,556	)
Total Intangibles	$	417,778		$	574,444

Amortization expense for the years ended December 31, 2021 and 2020 was $156,667. 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.

	December 31,			December 31,
	2021			2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,556	)		(3,889	)
Total Intangibles	$	4,444		$	6,111

Amortization expense for the years ended December 31, 2021 and 2020 was $1,667. 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.

	December 31,			December 31,
	2021			2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(794,444	)		(556,111	)
Total Intangibles	$	635,556		$	873,889

Amortization expense for the years ended December 31, 2021 and 2020 was $238,333. 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.

	December 31,			December 31,
	2021			2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,277,777	)		(944,444	)
Total Intangibles	$	722,223		$	1,055,556

Amortization expense for the years ended December 31, 2021 and 2020 was $333,333. 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. executed a Merger Agreement (the “Playsino Agreement”), which included a provision that, in the event of the Playsino Agreement’s termination, the Company would receive a non-exclusive license to certain programs, databases and operating systems owned by Playsino, Inc. without further action required by either the Company or Playsino, Inc. On February 15, 2021, the Company terminated the majority of the Playsino Agreement, to pursue a business combination with Trident. The surviving provision was the non-exclusive license for which the Company issued Playsino, Inc. a Series B notes in the principal amount to $12.45 million. The Company’s non-exclusive license to certain programs, databases and operating systems became effective as of the date of the termination of the Playsino Agreement, being February 15, 2021, on which both parties were able to agree on the value for the non-exclusive license. The non-exclusive license is treated as an intangible asset under ASC 350 “Intangibles — Goodwill and Other”. The useful life of the intangible asset is five years. The cost of the intangible asset is amortized on the straight-line method over its estimated useful life. As of the date of this filing, the Company’s management assessed that were no triggering events or circumstances that indicated that the asset carrying value would be impaired. Management will continue to evaluate for impairment periodically in accordance with ASC 360-10 “Overall — Recoverability of Carrying Amounts — Assets to Be Held and Used”.

	December 31,
	2021
Cost basis	$	12,450,000
Less: accumulated amortization		(1,867,500	)
Total Intangibles	$	10,582,500

Amortization expense for the year ended December 31, 2021 was $1,867,500. 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 the unlimited use of the domain name was $6,000,000 which was partially paid in cash for $3,000,000 and the balance was settled by issuing Series B convertible debt of $3,000,000 (see Note 7). The cost is amortized n the straight-line method over its estimated useful life of fifteen years.

	December 31,
	2021
Cost basis	$	6,000,000
Less: accumulated amortization		(333,333	)
Total Intangibles	$	5,666,667

Amortization expense for the year ended December 31, 2021 was $333,333. 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.

	December 31,			December 31,
	2021			2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(296,083	)		(233,750	)
Total Intangibles	$	638,917		$	701,250

Amortization expense for the years ended December 31, 2021 and 2020 was $62,333. 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.

	December 31,
	2021
Cost basis	$	410,000
Less: accumulated amortization		(34,167	)
Total Intangibles	$	375,833

Amortization expense for the year ended December 31, 2021 was $34,167. 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.

	December 31,
	2021
Cost basis	$	2,540,000
Less: accumulated amortization		(211,667	)
Total Intangibles	$	2,328,333

Amortization expense for the year ended December 31, 2021 was $211,667. 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.

	December 31,
	2021
Cost basis	$	1,620,000
Less: accumulated amortization		(135,000	)
Total Intangibles	$	1,485,000

Amortization expense for the year ended December 31, 2021 was $135,000. 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 Licenses

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

	December 31,
	2021
Cost basis	$	4,020,000
Less: accumulated amortization		(335,000	)
Total Intangibles	$	3,685,000

Amortization expense for the year ended December 31, 2021 was $670,000. 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 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.

	December 31,
	2021
Cost basis	$	111,951
Less: accumulated amortization		(23,323	)
Total Intangibles	$	88,628

Amortization expense for the year ended December 31, 2021 was $23,323. Estimated amortization expense for years ended December 31, 2022 and December 31, 2023 will be $55,976 and $32,652, respectively.

Software development costs of $2,080,099 relate to projects not placed in service as of December 31, 2021, amortization will be calculated using the straight line method over the appropriate estimated useful life.

Stock-based Compensation Expense

12 Months Ended

Dec. 31, 2021

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation Expense

9. Stock-based Compensation Expense

2015 Stock Option Plan

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

2021 Equity Incentive Plan

In connection with the Business Combination, our board of directors adopted, and our stockholders approved, the Lottery.com 2021 Incentive Award 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 (5%) 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. As of December 31, 2021, the Company has not granted awards under the 2021 Plan.

Stock Options

The Company did not issue any new stock options during the years ended December 31, 2021 and 2020. The following table shows stock option activity for the years ended December 31, 2021 and 2020:

Schedule of Stock Option Activity

	Shares Available for Grant		Outstanding Stock Awards			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value

Balance, December 31, 2019		18,618		1,334,005		$	0.31			6.5	$	362,841
Forfeited/cancelled		18,786		(18,786	)		(0.67	)
Balance, December 31, 2020		37,405		1,315,218			0.30			5.5	$	362,841
Exercised		-		(737,732	)		(0.28	)
Forfeited/Cancelled		231,825		(231,825	)		(0.65	)
Balance, December 31, 2021		269,229		345,661		$	0.97			4.4	$	2,061,303

Exercisable, December 31, 2021		-		345,661		$	0.97			4.4	$	2,061,303

Stock-based compensation expense related to the employee options was $10,077 and $9,417 for the year ended December 31, 2021, and 2020 respectively.

Stock-based compensation expense related to the non-employee options was $0 and $6,682 for year ended December 31, 2021 and 2020, respectively. No income tax benefit has been recognized related to the stock-based compensation expense, and no tax benefits have been realized from the exercised stock options. As of December 31, 2021, unrecognized stock-based compensation associated with stock options amounted to $0.

Restricted awards

The Company awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate vesting, 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 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 year ended December 31, 2021, the Company recognized $14,483,056 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2021, unrecognized stock-based compensation associated with the restricted stock awards is $41,006,168 which will be expensed over the next 3.75 years.

The Company had restricted stock activity summarized as follows:

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2020		-	$	-
Granted		3,832,431		14.75
Vested		-		-
Forfeited/cancelled		-		-
Restricted shares unvested at December 31, 2021		3,832,431	$	14.75

Schedule of Intangible Assets Related to Acquisition (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	$ 940,000	$ 940,000
Less: accumulated amortization	(522,222)	(365,556)
Total Intangibles	417,778	574,444
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	10,000	10,000
Less: accumulated amortization	(5,556)	(3,889)
Total Intangibles	4,444	6,111
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	1,430,000	1,430,000
Less: accumulated amortization	(794,444)	(556,111)
Total Intangibles	635,556	873,889
Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	2,000,000	2,000,000
Less: accumulated amortization	(1,277,777)	(944,444)
Total Intangibles	722,223	1,055,556
Playsino [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	12,450,000
Less: accumulated amortization	(1,867,500)
Total Intangibles	10,582,500
Sports [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	6,000,000
Less: accumulated amortization	(333,333)
Total Intangibles	5,666,667
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	935,000	935,000
Less: accumulated amortization	(296,083)	(233,750)
Total Intangibles	638,917	$ 701,250
Customer Relationship [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	410,000
Less: accumulated amortization	(34,167)
Total Intangibles	375,833
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	2,540,000
Less: accumulated amortization	(211,667)
Total Intangibles	2,328,333
Technology One [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	1,620,000
Less: accumulated amortization	(135,000)
Total Intangibles	1,485,000
Gaming Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	4,020,000
Less: accumulated amortization	(335,000)
Total Intangibles	3,685,000
Internal Use Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Cost basis	111,951
Less: accumulated amortization	(23,323)
Total Intangibles	$ 88,628

Stockholders’ Equity (Details Narrative) - USD ($)		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 01, 2018	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock authorized		1,000,000	1,000,000
Preferred stock par value		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value (in Dollars per share)		$ 0.001	$ 0.001
Voting rights		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.
Common stock , shares outstanding		50,256,317	22,658,006
Number of trading days		20 days
Aggregate exercise price		$ 371,726
Additional paid in capital		8,480,697	1,405,341
Corresponding debt discount		$ 2,795,000
Trident Acquisitions Corp [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of additional shares issued		5,000,000
Public Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term		5 years
Share price		$ 0.01
Minimum days prior written notice of redemption		30 days
Share price		$ 16.00
Maximum trading days		30 days
Warrants outstanding		20,125,000
Share purchase		20,125,002
Purchase aggregate shares		395,675
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from sale of option	$ 100
Share unit exercisable	1,750,000
Price per unit	$ 12.00
Aggregate exercise price	$ 21,000,000
Purchase options payment exercised expire date	May 29, 2023
Shares vested		1,750,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share purchase	1,750,000
Number of additional shares issued	1,750,000
Additional paid in capital
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term		4 years
Warrants outstanding		395,675

Schedule of Restatements of Financial Statements (Details) - USD ($)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Current assets:

Cash

$ 32,638,970

$ 3,825,511

Accounts receivable

79,181

26,195

Prepaid expenses

22,896,638

22,013,110

Other current assets

226,200

788,033

Total current assets

55,840,989

33,602,849

Long-term assets

48,693,017

Total assets

104,534,006

50,732,099

Current liabilities:

Trade payables

1,006,535

Deferred revenue

1,162,335

7,763,593

Notes payable - current

3,771,340

12,207,180

Accrued interest

176,260

721,717

Accrued and other expenses

4,416,168

Total current liabilities

10,532,638

34,087,126

Long-term liabilities:

Other long term liabilities

1,169

Total long-term liabilities

1,169

10,000

Total liabilities

10,533,807

34,097,126

Commitments and contingencies

Equity

Controlling Interest

Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding

Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively

50,256

22,658

Additional paid-in capital

239,358,644

111,752,883

Accumulated other comprehensive loss

(655)

Accumulated deficit

(148,188,138)

(95,140,568)

Total Lottery.com Inc. stockholders’ equity

91,220,107

16,634,973

Noncontrolling interest

2,780,092

Total Equity

94,000,199

16,634,973

$ 20,376,204

Total liabilities and stockholders’ equity

104,534,006

50,732,099

Revenue

16,409,922

7,459,514

Cost of revenue

8,158,707

2,952,415

Gross profit

8,251,215

4,507,099

Other expenses

Loss from operations

(29,878,012)

(3,710,852)

Interest expense

19,789,451

Reserve loss of prepaid advertising credits

2,000,000

Other expense

2,907,518

Total other expenses, net

24,696,969

2,101,011

Net loss before income tax

(54,574,981)

(5,811,863)

Income tax expense (benefit)

(1,664,335)

800

Net loss

(52,910,646)

(5,812,663)

Other comprehensive loss

Foreign currency translation adjustment, net

(655)

Comprehensive loss

(52,911,301)

(5,812,663)

Net income attributable to noncontrolling interest

136,924

Net loss attributable to Lottery.com Inc.

$ (53,048,225)

$ (5,812,663)

Net loss per common share

Basic and diluted

$ (2.04)

$ (0.26)

Weighted average common shares outstanding

Basic and diluted

25,998,831

22,658,006

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

$ (53,047,570)

Adjustments to reconcile net loss to net cash used in operating activities:

36,888,649

Changes in assets & liabilities:

Accounts receivable

(18,852)

Prepaid expenses

(878,504)

295,772

Other current assets

627,182

(38,167)

Trade payables

(1,557,570)

(341,251)

Deferred revenue

(6,735,965)

7,647,305

Accrued interest

(545,457)

394,282

Accrued and other expenses

2,080,818

174,023

Other long term liabilities

1,169

Net cash provided by operating activities

(23,186,100)

4,697,041

Cash flow from investing activities

Purchases of property and equipment

(27,474)

(21,915)

Purchases of intangible assets

(517,894)

Investment in subsidiary, net

(13,399,408)

Net cash used in investing activities

(13,944,776)

(21,915)

Cash flow from financing activities

Issuance of digital securities

108,332

649,992

Proceeds from exercise of options and warrants

371,726

Proceeds from issuance of convertible debt

23,483,500

5,271,363

Payment of debt issuance costs

(1,115,031)

Proceeds from issuance of notes payable

5,000,000

910,825

Proceeds from reverse recapitalization

42,794,176

Principal payments on debt

(11,647,713)

(890,287)

Net cash provided by financing activities

58,994,990

5,941,893

Effect of exchange rate changes on cash

(655)

Net change in net cash and restricted cash

21,863,459

10,617,019

Cash and restricted cash at beginning of period

10,775,511

Cash and restricted cash at end of period

32,638,970

10,775,511

Common Stock [Member]

Equity

Total Equity

50,256

22,658

$ 22,658

Other expenses

Net loss

Cash flow from financing activities

Stock-based compensation, shares

3,448,066

Previously Reported [Member]

Current assets:

$ 62,638,970

21,696,653

13,896,638

226,200

98,458,461

48,693,017

147,151,478

Current liabilities:

Trade payables

1,006,535

Deferred revenue

662,335

Notes payable - current

3,771,340

Accrued interest

176,260

Accrued and other expenses

4,528,815

Total current liabilities

10,145,285

Long-term liabilities:

Other long term liabilities

1,169

Total long-term liabilities

1,169

Total liabilities

10,146,454

Equity

Controlling Interest

Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding

Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively

46,808

Additional paid-in capital

240,411,298

Accumulated other comprehensive loss

(655)

Accumulated deficit

(106,232,518)

Total Lottery.com Inc. stockholders’ equity

134,224,933

Noncontrolling interest

2,780,091

Total Equity

137,005,024

Total liabilities and stockholders’ equity

147,151,478

Revenue

68,527,394

Cost of revenue

19,158,707

Gross profit

49,368,687

Other expenses

Loss from operations

10,190,254

Interest expense

19,789,451

Reserve loss of prepaid advertising credits

Other expense

2,907,518

Total other expenses, net

22,696,969

Net loss before income tax

(12,506,715)

Income tax expense (benefit)

(1,551,689)

Net loss

(10,955,026)

Other comprehensive loss

Foreign currency translation adjustment, net

(655)

Comprehensive loss

(10,955,681)

Net income attributable to noncontrolling interest

136,924

Net loss attributable to Lottery.com Inc.

$ (11,092,605)

Net loss per common share

Basic and diluted

$ (0.43)

Weighted average common shares outstanding

Basic and diluted

25,998,831

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

$ (11,091,950)

Adjustments to reconcile net loss to net cash used in operating activities:

37,937,855

Changes in assets & liabilities:

(21,636,324)

8,121,496

727,182

(1,171,557)

(7,101,258)

(545,457)

Accrued and other expenses

2,860,728

Other long term liabilities

1,169

Net cash provided by operating activities

8,101,884

Cash flow from investing activities

Purchases of property and equipment

(28,170)

Purchases of intangible assets

(5,192,050)

Investment in subsidiary, net

(10,012,540)

Net cash used in investing activities

(15,232,760)

Cash flow from financing activities

Issuance of digital securities

108,332

Proceeds from exercise of options and warrants

371,726

Proceeds from issuance of convertible debt

23,483,500

Payment of debt issuance costs

(1,115,031)

Proceeds from issuance of notes payable

5,000,000

Proceeds from reverse recapitalization

42,794,176

Principal payments on debt

(11,647,713)

Net cash provided by financing activities

58,994,990

Effect of exchange rate changes on cash

(655)

Net change in net cash and restricted cash

51,863,459

Cash and restricted cash at beginning of period

10,775,511

Cash and restricted cash at end of period

62,638,970

10,775,511

Revision of Prior Period, Reclassification, Adjustment [Member]

Current assets:

Cash

^[1]

(30,000,000)

Accounts receivable

^[1],[2]

(21,617,472)

Prepaid expenses

^[1],[2]

9,000,000

Current liabilities:

Trade payables

Deferred revenue

^[1]

500,000

Notes payable - current

Accrued interest

Accrued and other expenses

^[3]

(112,647)

Total current liabilities

Long-term liabilities:

Other long term liabilities

Total long-term liabilities

Total liabilities

Commitments and contingencies

Equity

Controlling Interest

Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding

Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively

3,448

Additional paid-in capital

^[4]

(1,049,206)

Accumulated other comprehensive loss

Accumulated deficit

^[5]

(41,955,620)

Total Lottery.com Inc. stockholders’ equity

Noncontrolling interest

Total Equity

Total liabilities and stockholders’ equity

Revenue

^[1],[2]

(52,117,472)

Cost of revenue

^[1],[2]

(11,000,000)

Gross profit

Other expenses

Loss from operations

Interest expense

Reserve loss of prepaid advertising credits

^[1],[2]

2,000,000

Other expense

Total other expenses, net

Net loss before income tax

Income tax expense (benefit)

^[6]

(112,646)

Other comprehensive loss

Comprehensive loss

Net income attributable to noncontrolling interest

Net loss attributable to Lottery.com Inc.

^[5]

$ (41,955,620)

Net loss per common share

Basic and diluted

Weighted average common shares outstanding

Basic and diluted

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

^[5]

$ (41,955,620)

Adjustments to reconcile net loss to net cash used in operating activities:

^[7]

(1,049,206)

Changes in assets & liabilities:

Accounts receivable

^[1],[2]

21,617,472

Prepaid expenses

^[1],[2]

(9,000,000)

Other current assets

(100,000)

Trade payables

(386,013)

Deferred revenue

^[1],[2]

365,293

Accrued and other expenses

(779,910)

Net cash provided by operating activities

Cash flow from investing activities

Purchases of property and equipment

696

Purchases of intangible assets

4,674,156

Investment in subsidiary, net

(3,386,868)

Cash flow from financing activities

Net cash provided by financing activities

Net change in net cash and restricted cash

(30,000,000)

Cash and restricted cash at beginning of period

Cash and restricted cash at end of period

[1]	On January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with The Provident Bank (“Provident”), pursuant to which the Company borrowed $30,000,000 from Provident, which was evidenced by a $30,000,000 Promissory Note. In accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with Provident was pledged as security for the amount outstanding under the loan (“Collateral Security”). The $30,000,000 Collateral Security became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan and Provident foreclosed on the $30,000,000 of Collateral Security. The Collateral Security, which was in the form of restricted cash, was presented as a contingent liability on the Company’s balance sheet from March 31, 2022 until the obligation was satisfied in October of 2022.
[2]	After reexamination of various transactions that occurred in 2021 and which were later rescinded or canceled in 2022, the Company has restated revenue on its financial statements for the year ended December 31, 2021, to reflect a change in the recognition of income in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606
[3]	During the Company’s reassessment of all accounts as of December 31, 2021, the Company determined that approximately $2,000,000 of prepaid advertising credits purchased during 2017 and 2018 may not be able to be fully utilized. As a result, the Company decreased prepaid expenses of $2,000,000 and increased its loss reserve for prepaid advertising credits by $2,000,000, in the restated financial statements for the year ended December 31, 2021.
[4]	After the termination of several officers and employees subsequent to December 31, 2022 and the cancelation of various options and/or warrants held by these individuals, the Company, the Company decreased stock-compensation expense in the amount of $1,049,206.
[5]	As a result of all the foregoing adjustments, the Company reevaluated the classifications of accounts on the statements of cash flows accordingly.
[6]	In an unrelated transaction, the Company entered into an agreement with another customer totaling $5,000,000 in 2021. The Company recognized the full amount of the contract and recorded $5,000,000 as revenue and accounts receivable for the year ended December 31, 2021. The Company started performing the services under the agreement during 2021, which services were to be completed in 2022. During October of 2021, the customer paid $500,000 towards these services. Subsequently, the Company determined that, in accordance with ASC 606, due to an uncertainty of collectability of the remaining accounts receivable, the Company should not have recognized any revenue from this agreement during the year ended December 31, 2021. As a result of the payment of $500,000 received during the year ended December 31, 2021, the Company is allowed to record deferred revenue in the amount of $500,000. As a result, the Company decreased accounts receivable by $4,500,000, increased deferred revenue by $500,000 and decreased revenue by $5,000,000, for the year ended December 31, 2021.
[7]	On October 28, 2021, the Company granted 3,832,431 restricted stock awards and as of December 31, 2021 issued 3,448,066 not previously reported on the balance sheet and statement of equity as issued and outstanding.

Loss Per Share (Details Narrative) - shares	12 Months Ended
Loss Per Share (Details Narrative) - shares	Dec. 31, 2021	Dec. 31, 2020
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	345,661	1,315,218
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	2,012,774
Restricted Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	3,832,431
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	3,869,305	537,359
Earn Out Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	1,726,027
Unit Purchase Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	604,110

Nature of Operations

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

1. 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”). 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. In connection with the Business Combination the Company moved its headquarters from New York, New York to 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) 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 (iii) delivering global lottery data, such as winning numbers and results, and sports data, such as scores and statistics, 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 has been operating 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 licensed by the Mexican federal regulatory authorities to sell international lottery games in Mexico.

On July 28, 2022, the Board determined that the Company did not currently have sufficient financial resources to fund its operations or pay certain existing obligations, including its payroll and related obligations and effectively ceased its operations furloughing certain employees effective July 29, 2022 (the “Operational Cessation”). Subsequently, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain aspects of its core business (the “Plans for Recommencement of Company Operations”).

On April 25, 2023, as part of the Plans for Recommencement of Company Operations, the Company resumed its ticket sales operations to support its affiliate partners through its Texas retail network.

Schedule of Business Combination Pro Forma Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Total revenues	$ 16,409,922	$ 7,459,514
Total revenues, proforma	18,372,292
Net income (loss)	(52,910,646)	(5,812,663)
Net income (loss), proforma	(50,876,634)
Net income (loss) attributable to shareholders	(53,048,225)	$ (5,812,663)
Net income (loss) attributable to shareholders, proforma	$ (51,013,558)
Net income (loss) per common share :Basic and diluted, proforma	$ (1.96)
Weighted average common shares outstanding: Basic and diluted	25,998,831	22,658,006
Weighted average common shares outstanding: Basic and diluted, proforma	$ 25,998,831
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Total revenues	$ 1,962,370
Net income (loss)	(86,162)
Net income (loss) attributable to shareholders	(86,162)
Parent Company [Member]
Business Acquisition [Line Items]
Total revenues	16,409,922
Net income (loss)	(50,790,472)
Net income (loss) attributable to shareholders	$ (50,927,396)
Net income (loss) per common share :Basic and diluted	$ (1.96)
Weighted average common shares outstanding: Basic and diluted	25,998,831

Stockholders’ Equity

12 Months Ended

Dec. 31, 2021

Equity

Stockholders’ Equity

8 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 December 31, 2021, 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 December 31, 2021 and December 31, 2020, 50,256,317 shares and 22,658,006 shares, respectively, were outstanding. During the year ended December 31, 2021, the Company issued the following shares of common stock.

Schedule of Common Stock


Issuance of Common Stock in Reverse Merger (Note 4)			11,384,655
Issuance of Common Stock in Global Gaming Acquisition (Note 4)			687,439
Exercise of options (Note 9)			737,732
Exercise of warrants (See below)			177,684
Conversion of convertible debt (Note 7)			11,162,735

Total			24,150,245

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

The Company did not issue any warrants during the years ended December 31, 2021 and 2020. All 395,675 outstanding warrants are fully vested and have a weighted average remaining contractual life of 4.0 years. The Company did not incur any expense for the year ended December 31, 2021 and 2020.

Schedule of Common Stock Warrant

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		573,359		$	0.28		5.8	$	272,638
Granted		-			-		-
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2020		573,359			0.28		4.8		272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Exercisable at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Beneficial Conversion Feature – Convertible Debt

As detailed in Note 7 – 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 accompanying consolidated Statements of Equity.

Earnout Shares

As detailed in Note 4 – 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.

- Definition

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

+ References

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
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-Paragraph 18
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-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
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-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
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-Paragraph 13
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-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
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-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
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Offsetting Assets [Line Items]
Outstanding Stock Awards, Exercised	(737,732)
Equity Option [Member]
Offsetting Assets [Line Items]
Shares Available for Grant, Balance	37,405	18,618
Outstanding Stock Awards, Balance	1,315,218	1,334,005
Weighted Average Exercise Price per Share, Balance	$ 0.30	$ 0.31
Weighted Average Remaining Contractual Life (years)	4 years 4 months 24 days	5 years 6 months	6 years 6 months
Aggregate Intrinsic Value, Balance	$ 362,841	$ 362,841
Shares Available for Grant Forfeited cancelled	231,825	18,786
Outstanding Stock Awards, Forfeited cancelled	(231,825)	(18,786)
Weighted Average Exercise Price per Share, Granted	$ (0.67)
Shares Available for Grant, Exercised
Outstanding Stock Awards, Exercised	(737,732)
Weighted Average Exercise Price per Share, Exercised	$ (0.28)
Weighted Average Exercise Price per Share, Forfeited cancelled	$ (0.65)
Shares Available for Grant Balance	269,229	37,405	18,618
Outstanding Stock Awards, Balance	345,661	1,315,218	1,334,005
Weighted Average Exercise Price per Share Balance	$ 0.97	$ 0.30	$ 0.31
Aggregate Intrinsic Value, Balance	$ 2,061,303	$ 362,841	$ 362,841
Shares Available for Grant Exercisable
Outstanding Stock Awards, Exercisable	345,661
Weighted Average Exercise Price per Share, Exercisable	$ 0.97
Weighted Average Remaining Contractual Life (years)s, Exercisable	4 years 4 months 24 days
Aggregate Intrinsic Value, Exercisable	$ 2,061,303

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2021

Trade Name [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,			December 31,
	2021			2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,556	)		(3,889	)
Total Intangibles	$	4,444		$	6,111

Technology [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,			December 31,
	2021			2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(794,444	)		(556,111	)
Total Intangibles	$	635,556		$	873,889

Software Agreements [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,			December 31,
	2021			2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,277,777	)		(944,444	)
Total Intangibles	$	722,223		$	1,055,556

Playsino [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	12,450,000
Less: accumulated amortization		(1,867,500	)
Total Intangibles	$	10,582,500

Sports [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	6,000,000
Less: accumulated amortization		(333,333	)
Total Intangibles	$	5,666,667

Domain Name [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,			December 31,
	2021			2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(296,083	)		(233,750	)
Total Intangibles	$	638,917		$	701,250

Customer Relationship [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	410,000
Less: accumulated amortization		(34,167	)
Total Intangibles	$	375,833

Trade Name One [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	2,540,000
Less: accumulated amortization		(211,667	)
Total Intangibles	$	2,328,333

Technology One [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	1,620,000
Less: accumulated amortization		(135,000	)
Total Intangibles	$	1,485,000

Gaming Licenses [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	4,020,000
Less: accumulated amortization		(335,000	)
Total Intangibles	$	3,685,000

Internal Use Software Development [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,
	2021
Cost basis	$	111,951
Less: accumulated amortization		(23,323	)
Total Intangibles	$	88,628

Customer Relationships [Member]

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets Related to Acquisition

	December 31,			December 31,
	2021			2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(522,222	)		(365,556	)
Total Intangibles	$	417,778		$	574,444

Schedule of Common Stock (Details)	12 Months Ended
Schedule of Common Stock (Details)	Dec. 31, 2021 shares
Equity
Issuance of Common Stock in Reverse Merger (Note 4)	11,384,655
Issuance of Common Stock in Global Gaming Acquisition (Note 4)	687,439
Exercise of options (Note 9)	737,732
Exercise of warrants (See below)	177,684
Conversion of convertible debt (Note 7)	11,162,735
Total	24,150,245

Schedule of Intangible Assets Acquired (Details)	Dec. 31, 2021 USD ($)
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 8,590,000
Customer Relationships [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	410,000
Gaming Approvals [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	4,020,000
Trademarks and Trade Names [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	2,540,000
Technology [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 1,620,000

Consolidated statements of operations and comprehensive loss - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 16,409,922	$ 7,459,514
Cost of revenue	8,158,707	2,952,415
Gross profit	8,251,215	4,507,099
Operating expenses:
Personnel costs	20,536,328	4,477,955
Professional fees	8,279,798	1,121,218
General and administrative	5,020,495	1,084,784
Depreciation and amortization	4,292,606	1,533,994
Total operating expenses	38,129,227	8,217,951
Loss from operations	(29,878,012)	(3,710,852)
Other expenses
Interest expense	19,789,451	1,221,928
Reserve loss of prepaid advertising credits	2,000,000
Other expense	2,907,518	879,083
Total other expenses, net	24,696,969	2,101,011
Net loss before income tax	(54,574,981)	(5,811,863)
Income tax expense (benefit)	(1,664,335)	800
Net loss	(52,910,646)	(5,812,663)
Other comprehensive loss
Foreign currency translation adjustment, net	(655)
Comprehensive loss	(52,911,301)	(5,812,663)
Net income attributable to noncontrolling interest	136,924
Net loss attributable to Lottery.com Inc.	$ (53,048,225)	$ (5,812,663)
Net loss per common share
Basic and diluted	$ (2.04)	$ (0.26)
Weighted average common shares outstanding
Basic and diluted	25,998,831	22,658,006

Stock-based Compensation Expense (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation	$ 0
Stock compensation expense	$ 14,483,057	$ 16,099
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting term	3 years 9 months
Unrecognized stock based compensation	$ 41,006,168
Number of shares grant	3,832,431
Stock compensation expense	$ 14,483,056
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation	10,077	9,417
Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation	$ 0	$ 6,682
2015 Stock Option Plan [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, description	The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant
Common stock subject to option percentage	20.00%
Vesting term	1 year
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase price of common stock, percent	5.00%
2021 Equity Incentive Plan [Member] \| Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance	13,130,368

Restatement of Financial Statements (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Restatements of Financial Statements

The following tables summarize the effect of the restatements on the specific items presented in our previously reported financial statements:

LOTTERY.COM INC

BALANCE SHEET

	December 31,							December 31,
	2021			Adjustments				2021
		(As Filed)							(As Restated)
ASSETS
Current assets:
Cash	$	62,638,970			(30,000,000	)	(1)	$	32,638,970
Accounts receivable		21,696,653			(21,617,472	)	(1) (2)		79,181
Prepaid expenses	$	13,896,638			9,000,000		(1) (2)	$	22,896,638
Other current assets		226,200			-				226,200
Total current assets		98,458,461			-				55,840,989

Long-term assets		48,693,017			-				48,693,017
Total assets	$	147,151,478			-			$	104,534,006

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Trade payables	$	1,006,535			-			$	1,006,535
Deferred revenue		662,335			500,000		(1)		1,162,335
Notes payable - current		3,771,340			-				3,771,340
Accrued interest		176,260			-				176,260
Accrued and other expenses		4,528,815			(112,647	)	(3)		4,416,168
Total current liabilities		10,145,285			-				10,532,638

Long-term liabilities:
Other long term liabilities		1,169			-				1,169
Total long-term liabilities		1,169			-				1,169

Total liabilities		10,146,454			-				10,533,807

Commitments and contingencies					-

Equity
Controlling Interest		-			-
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding		-			-				-
Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively		46,808			3,448		(7)		50,256
Additional paid-in capital		240,411,298			(1,049,206	)	(4)		239,358,644
Accumulated other comprehensive loss		(655	)		-				(655	)
Accumulated deficit		(106,232,518	)		(41,955,620	)	(6)		(148,188,138	)
Total Lottery.com Inc. stockholders’ equity		134,224,933			-				91,220,107
Noncontrolling interest		2,780,091			-				2,780,092
Total Equity		137,005,024			-				94,000,199

Total liabilities and stockholders’ equity	$	147,151,478			-			$	104,534,006

LOTTERY.COM INC

CONSOLIDATED STATEMENT OF OPERATIONS

	2021			Adjustments				2021
	Years Ended December 31,
	2021			Adjustments				2021
	(As Filed)							(As Restated)
Revenue	$	68,527,394			(52,117,472	)	(1) (2)	$	16,409,922
Cost of revenue		19,158,707			(11,000,000	)	(1) (2)		8,158,707

Gross profit		49,368,687			-				8,251,215
Operating expenses:		39,178,433			(1,049,206	)	(3)		38,129,227
Loss from operations		10,190,254			-			$	(29,878,012	)

Other expenses
Interest expense		19,789,451			-				19,789,451
Reserve loss of prepaid advertising credits		-			2,000,000		(1) (2)		2,000,000
Other expense		2,907,518			-				2,907,518
Total other expenses, net		22,696,969			-				24,696,969

Net loss before income tax	$	(12,506,715	)		-			$	(54,574,981	)
Income tax expense (benefit)		(1,551,689	)		(112,646	)	(5)		(1,664,335	)
Net loss		(10,955,026	)						(52,910,646	)

Other comprehensive loss
Foreign currency translation adjustment, net		(655	)						(655	)
Comprehensive loss		(10,955,681	)		-				(52,911,301	)

Net income attributable to noncontrolling interest		136,924			-				136,924
Net loss attributable to Lottery.com Inc.		(11,092,605	)		(41,955,620	)	(6)		(53,048,225	)


Net loss per common share
Basic and diluted	$	(0.43	)		-			$	(2.04	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			-				25,998,831

LOTTERY.COM INC

CONSOLIDATED STATEMENT OF CASH FLOWS

	2021			Adjustments				2021
	Years Ended
	December 31,
	2021			Adjustments				2021
	(As Filed)							(As Restated)
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.		(11,091,950	)	$	(41,955,620	)	(6)		(53,047,570	)
Adjustments to reconcile net loss to net cash used in operating activities:		37,937,855		$	(1,049,206	)	(7)		36,888,649

Changes in assets & liabilities:
Accounts receivable		(21,636,324	)		21,617,472		(1) (2)		(18,852	)
Prepaid expenses		8,121,496			(9,000,000	)	(1) (2)		(878,504	)
Other current assets		727,182			(100,000	)	(9)		627,182
Trade payables		(1,171,557	)		(386,013	)	(9)		(1,557,570	)
Deferred revenue		(7,101,258	)		365,293		(1) (2)		(6,735,965	)
Accrued interest		(545,457	)						(545,457	)
Accrued and other expenses		2,860,728			(779,910	)	(9)		2,080,818
Other long term liabilities		1,169							1,169
Net cash provided by operating activities		8,101,884			-				(23,186,100	)

Cash flow from investing activities
Purchases of property and equipment		(28,170	)		696		(9)		(27,474	)
Purchases of intangible assets		(5,192,050	)		4,674,156		(9)		(517,894	)
Investment in subsidiary, net		(10,012,540	)		(3,386,868	)	(9)		(13,399,408	)
Net cash used in investing activities		(15,232,760	)						(13,944,776	)

Cash flow from financing activities
Issuance of digital securities		108,332							108,332
Proceeds from exercise of options and warrants		371,726							371,726
Proceeds from issuance of convertible debt		23,483,500							23,483,500
Payment of debt issuance costs		(1,115,031	)						(1,115,031	)
Proceeds from issuance of notes payable		5,000,000							5,000,000
Proceeds from reverse recapitalization		42,794,176							42,794,176
Principal payments on debt		(11,647,713	)						(11,647,713	)
Net cash provided by financing activities		58,994,990			-				58,994,990
Effect of exchange rate changes on cash		(655	)						(655	)
Net change in net cash and restricted cash		51,863,459			(30,000,000	)	(1)		21,863,459
Cash and restricted cash at beginning of period		10,775,511			-				10,775,511
Cash and restricted cash at end of period		62,638,970			-				32,638,970

The specific explanations for the items noted above in the restated financial statements are as follows:

(1)

(2)

On September 20, 2021, the Company entered into a purchase agreement with a major customer for the sale of various service credits with a total purchase price of $30 million dollars. Upon execution of the purchase agreement, the Company recognized the income and the customer was required make payment within 90 days. The customer provided payment prior to December 31, 2021, in the form of a check accepted by the Company for deposit and included in undeposited funds. During 2022, the Company discovered that the original service credits were non-transferrable and that the Company had pledged its own cash accounts to secure a line of credit in the amount of $30,000,000 utilized by the customer to provide the Company with payment towards the purchase of the service credits. Since the Company was prohibited from transferring the advertising portion of the service credits and could not complete the sale of such credits, the Company cancelled the transaction and could not recognize the income, nor recognize a cash payment in the Company’s financial statements. In addition, the Company had recorded cost of sales and a corresponding pre-paid expense related to this transaction in the amount of $10,000,000. As a result, in the restated December 31, 2021 financial statements, the Company decreased both cash and revenue by $30,000,000, for the year ended December 31, 2021; and reversed the cost of sales resulting in a decrease to cost of sales and an increase to pre-paid expense by $10,000,000 each for the year ended December 31, 2021.

In addition, the Company had invoiced the customer a further $17,117,472 for various services and advertising credits for the year ended December 31, 2021 and $18,539,472 during the three months ending March 31, 2022. The Company recorded such amounts to both revenue and accounts receivable, respectfully. As a result of the cancellation of the transaction due to the inability of the Company to transfer the credits and related services, the Company decreased both accounts receivables and revenues by $17,117,472, in the restated financial statements for the year ended December 31, 2021; and $18,539,472, in the restated financial statements for the three months ended March 31, 2022.

The total adjustment to accounts receivable was an increase of $21,617,472.

The total adjustment to pre-paid expenses was a decrease of $9,000,000.

The total adjustment to accrued expense and other expenses was an increase of $112,647.

The total adjustment to revenue was a decrease of $52,117,472.

The total adjustment to cost of revenue was an increase of $11,000,000.

	(3)	During the Company’s reassessment of all accounts as of December 31, 2021, the Company determined that approximately $2,000,000 of prepaid advertising credits purchased during 2017 and 2018 may not be able to be fully utilized. As a result, the Company decreased prepaid expenses of $2,000,000 and increased its loss reserve for prepaid advertising credits by $2,000,000, in the restated financial statements for the year ended December 31, 2021.

	(4)	After the termination of several officers and employees subsequent to December 31, 2022 and the cancelation of various options and/or warrants held by these individuals, the Company, the Company decreased stock-compensation expense in the amount of $1,049,206.

	(5)	In an unrelated transaction, the Company entered into an agreement with another customer totaling $5,000,000 in 2021. The Company recognized the full amount of the contract and recorded $5,000,000 as revenue and accounts receivable for the year ended December 31, 2021. The Company started performing the services under the agreement during 2021, which services were to be completed in 2022. During October of 2021, the customer paid $500,000 towards these services. Subsequently, the Company determined that, in accordance with ASC 606, due to an uncertainty of collectability of the remaining accounts receivable, the Company should not have recognized any revenue from this agreement during the year ended December 31, 2021. As a result of the payment of $500,000 received during the year ended December 31, 2021, the Company is allowed to record deferred revenue in the amount of $500,000. As a result, the Company decreased accounts receivable by $4,500,000, increased deferred revenue by $500,000 and decreased revenue by $5,000,000, for the year ended December 31, 2021.

	(6)	As a result of all the foregoing adjustments, the Company reevaluated the classifications of accounts on the statements of cash flows accordingly.

	(7)	On October 28, 2021, the Company granted 3,832,431 restricted stock awards and as of December 31, 2021 issued 3,448,066 not previously reported on the balance sheet and statement of equity as issued and outstanding.

Schedule of Common Stock Warrant (Details) - Common Stock Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares Outstanding, Beginning balance	573,359	573,359
Weighted Average Exercise Price Outstanding, Beginning balance	$ 0.28	$ 0.28
Weighted Average Remaining Contractual Life (years) Outstanding	4 years	4 years 9 months 18 days	5 years 9 months 18 days
Aggregate Intrinsic Value Outstanding, Beginning balance	$ 272,638	$ 272,638
Number of Shares Granted
Weighted Average Exercise Price Granted
Number of Shares Exercised	177,684
Weighted Average Exercise Price Granted	$ 0.66
Number of Shares Forfeited/cancelled
Weighted Average Exercise Price Granted
Number of Shares Exercised	(177,684)
Number of Shares Outstanding, Ending balance	395,675	573,359	573,359
Weighted Average Exercise Price Outstanding, Ending balance	$ 0.11	$ 0.28	$ 0.28
Aggregate Intrinsic Value Outstanding, Ending balance	$ 2,478,501	$ 272,638	$ 272,638
Number of Shares Exercisable, Ending balance	395,675
Weighted Average Exercise Price Outstanding, Ending balance	$ 0.11
Weighted Average Remaining Contractual Life (years) Exercisable	4 years
Aggregate intrinsic value, Exercisable Ending balance	$ 2,478,501

Property and Equipment, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net

5. Property and Equipment, net

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

Schedule of Property and equipment net

	December 31,			December 31,
	2021			2020

Computers and equipment	$	113,151		$	85,004
Furniture and fixtures		23,760			14,301
Software		1,903,121			1,903,121
Property and equipment		2,040,032			2,002,426
Accumulated depreciation		(1,898,753	)		(1,331,474	)
Property and equipment, net	$	141,279		$	670,952

Depreciation expense for the years ended December 31, 2021 and 2020 amounted to $560,246 and $641,661, respectively.

Income Taxes (Details Narrative)	12 Months Ended
Income Taxes (Details Narrative)	Dec. 31, 2021 USD ($)
Operating Loss Carryforwards [Line Items]
Recording of related deferred tax liabilities	$ 1,600,000
Increase in valuation allowance	7,852,000
Net operating loss carryforwards	91,739,683
Expires Between 2034 and 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	27,018,316
No Expiration [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 64,721,367

Revenue Disaggregation

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Disaggregation

14. Revenue Disaggregation

Revenue disaggregation consists of the following:

Schedule of Revenue Disaggregation

	2021		2020

Gaming		8,506,176		3,069,373
Other		7,903,746		4,390,141
Total		16,409,922		7,459,514

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Schedule of Increase in the Valuation Allowance (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate	21.00%

Notes Payable and Convertible Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Notes Payable and Convertible Debt

7. Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 1,398,221 shares of the Company’s common stock (see Note 8).

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties have verbally agreed to extend the maturity of the notes to December 31, 2021. As of December 31, 2021 and December 31, 2020, the balance due on these notes was $0 and $821,500, respectively. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there have been no Qualified Financing events, that trigger conversion, this included the TDAC combination. As of December 31, 2021, the remaining outstanding balance of $771,500 relates to notes that are no longer convertible and have been reclassified to Notes Payable as per the agreement. Accrued interest on the note payable was $138,822 at December 31, 2021.

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 these loans 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 which bear 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 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 December 31, 2021, the remaining notes comprising the outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable. See Note 4 Accrued interest on this note payable as of December 31, 2021 was $35,184.

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

	December 31,		December 31,
	2021		2020
Total face value of series A convertible notes payable	$	-	$	821,500
Total face value of series B convertible notes payable		-		8,607,802
Total face value of secured convertible promissory note		-		935,000
Total face value of convertible notes payable		-		10,364,302
Less: unamortized beneficial conversion feature		-		(1,240,716	)
Less: unamortized debt discount		-		(230,921	)
Total convertible notes payable, net		-		8,892,665
Less: current portion of convertible notes payable		-		(8,882,665	)
Convertible notes payable, net of current portion	$	-	$	10,000

PPP Loan

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

Short term loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of December 31, 2021 and 2020, the balance of the loan was $150,000 respectively. As of December 31, 2021, the accrued interest on this note was $2,255.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties have verbally agreed the notes will be due upon a qualifying financing event. As of December 30, 2021 and 2020, the balance of the loans totaled $13,000 and 17,700, respectively.

Notes payable

On August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes 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 December 30, 2021 and December 31, 2020, the balance of the notes was $2,628,234 and $11,067,643, respectively.

- Definition

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.

+ References

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
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rent Payments Due Under Non Cancellable Leases

As of December 31, 2021, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are as follows:

Years ending December 31,	Amount
2022		184,154
2023		135,222
2024		30,404
Total	$	349,780

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

Going Concern

Impact of Trident Acquisition Corp. Business Combination

	●	former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”);

	●	the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors;

	●	AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;

	●	the post-combination company assuming the Lottery.com name;

	●	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

Use of Estimates

Reclassifications

Foreign currency translation

Cash and Restricted Cash

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

Accounts Receivable

Prepaid Expenses

Investments

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

Leases

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

Other associated 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

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2021 and 2020 were approximately $1,888,000 and $66,000, respectively.

Income Taxes

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

Fair Value of Financial Instruments

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

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

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

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

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

Fair value of stock options and warrants

Recent Accounting Pronouncements

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Pre-tax Income (Loss) by Jurisdiction

The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2021 and December 31, 2020;


	Year ended			Year ended
	December 31, 2021			December 31, 2020
Domestic	$	(55,259,603	)	$	(5,811,863	)
Foreign	$	684,622			-
Total	$	(54,574,981	)	$	(5,811,863	)

Schedule of Income Tax for Continuing Operations

The provision for income taxes for continuing operations for the year ended December 31, 2021 and 2020 consist of the following:

	Year ended December 31, 2021			Year ended December 31, 2020
Current income taxes
Federal		(16,846	)		-
State		5,578			800
Foreign		-			-
Total current income taxes		(11,268	)		800

33Deferred income taxes
Federal		(1,757,535	)		-
State		-			-
Foreign		104,467			-
Total deferred income taxes		(1,653,067	)		800
Valuation allowance		-
Total income tax expense (benefit)		(1,664,335	)		800

Schedule of Increase in the Valuation Allowance

	Year ended December 31, 2021			Year ended December 31, 2020
Tax Expense at statutory federal rate of 21%	$	(11,460,747	)	$	(1,069,636	)
State income taxes, net of federal income tax benefit		-			-
Foreign rate differential		127,739			-
Permanent differences		2,106,611			359,450
Other – Miscellaneous		-			40
Change in valuation allowance		7,562,061			710,946
Income tax expense (benefit)	$	(1,664,335	)	$	800

Schedule of Deferred Tax Assets and Liabilities

	2021			2020
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	20,145,126		$	13,211,841
Foreign net operating loss carryforwards		(321,331	)		-
Stock compensation		3,308,116
Fixed assets		-			6,648
Intangible assets		-			121,333
Other		19,540			170,880
Total deferred tax assets before valuation allowance	$	23,151,451		$	13,510,703

Deferred tax liabilities:
Fixed assets	$	336,699		$	-
Intangible assets		1,452,273			-
Total deferred tax liabilities		1,788,972			-

Valuation allowance		(21,362,480	)		(13,510,703	)
Net deferred tax assets and liabilities	$	-		$	-

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Participation interests			$ 285,000,000
Percentage of raffle revenue net			7.00%
Obligation to pay digital securities amount	$ 5,632	$ 17,937
Operating leases, rent expense	$ 206,471	$ 49,202

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

Effective July 1, 2022, Harry Dhaliwal was named as the Company’s Interim Chief Financial Officer and principal financial officer. The Company entered into a consulting agreement with Mr. Dhaliwal on July 1, 2022 (the “Consulting Agreement”). The Consulting Agreement provided for Mr. Dhaliwal to serve as Interim Chief Financial Officer of the Company for six months, commencing on July 1, 2022 and terminating on December 31, 2022. Mr. Dhaliwal’s consulting services could be terminated earlier than December 31, 2022 (i) upon Mr. Dhaliwal’s resignation or death or (ii) by either the Company or Mr. Dhaliwal without cause or reason upon written notice to the other party 15 days prior to the termination date of the Consulting Agreement. Mr. Dhaliwal agreed to among other things, assist the Company with its financial systems, develop a financial dashboard for the Board of Directors and Senior Management and carry out a comprehensive review of the Company’s finance function. The Consulting Agreement included customer and employee non-solicitation provisions as well as confidentiality obligations. Pursuant to the Consulting Agreement, Mr. Dhaliwal was to be paid a total of $209,550 based on completion of tasks and to have the opportunity to receive a discretionary bonus in the amount of $50,000. On October 9, 2022, Mr. Dhaliwal, resigned as the Interim Chief Financial Officer and principal financial officer of the Company with immediate effect.

On July 21, 2022, Lawrence Anthony “Tony” DiMatteo III, the then Chief Executive Officer of the Company and a member of its Board of Directors, provided a notice of resignation as CEO of the Company, its wholly-owned subsidiary, AutoLotto, and all of its other subsidiaries and affiliates with the exception of LTRY WinTogether, Inc., with immediate effect. In connection with Mr. DiMatteo’s resignation, the Company entered into a resignation and release agreement with Mr. DiMatteo effective July 22, 2022 (the “Release Agreement”). Pursuant to the Release Agreement, Mr. DiMatteo resigned as CEO of the Company effective July 22, 2022.

Following Mr. DiMatteo’s resignation, he agreed to serve as Senior Advisor to the Board commencing on July 22, 2022 and continuing until the either party gives not less than ten (10) days’ prior notice to the other party (the “Consulting Period”) unless certain conditions for earlier termination become applicable. Mr. DiMatteo agreed to, among other things, (i) provide consulting and advisory services to the Board of Directors of the Company as requested and (ii) cooperate in any ongoing and any future investigation by or related to the Company. Non-compete and customer and employee non-solicitation provisions as well as confidentiality obligations from prior agreements entered into between Mr. DiMatteo and the Company will apply while he consults and for a period of one year thereafter. Mr. DiMatteo may be paid $1,000 per month for each month during which he provides services to the Company, and reimbursed for business expenses validly incurred prior to his resignation. The Agreement includes a general release of claims by Mr. DiMatteo.

On July 28, 2022, the Board determined that the Company did not currently have sufficient financial resources to fund its operations or pay certain existing obligations, including its payroll and related obligations and ceased its operations. Accordingly, the Company furloughed certain employees effective July 29, 2022. As of March 31, 2023, the Company owed approximately $1.4 million in outstanding payroll obligations.

On July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the “Streicher Complaint”) against J. Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the “Chancery Court”), styled AutoLotto, Inc. dba Lottery.com v. J. Streicher Financial, LLC (Case No. 2022-0661-MTZ). In the Streicher Complaint, the Company alleged that Streicher breached the contract entered into by the parties on March 9, 2022 and demanded that Streicher return $16,500,000.00 it owed to the Company. On September 26, 2022, the Chancery Court entered an order in favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000.00 (the “Streicher Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the Judgment. On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”) filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201.17 for legal fees unpaid by Company (“Skadden’s Motion”). On December 30, 2022, the Company filed its response to Skadden’s Motion, alleging that the Chancery Court should deny Skadden’s Motion for a Charging Lien as a matter of law or, in the alternative, limit the charging lien to the amount of the attorneys’ fees awarded by the Fee Order. As of the date of this Amended Report, the Chancery Court has not set Skadden’s Motion for an oral hearing, nor has it entered an order on the motion. On January 20, 2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000.00. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000.00 and had agreed to make another payment in the amount of $75,000.00 on February 28, 2023, which it failed to make. The Company intends to fully collect on the Judgment and shall pursue all legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied. See “Item 1A. Risk Factors – Legal Proceedings Risks – We may not recover amounts owed to us from J. Streicher Financial, LLC” for further information.

On August 19, 2022, Preston Million filed the Class Action Complaint (the “Class Action Complaint”) against the Company and certain former officers and directors of the Company in the United States District Court for Southern District of New York (the “SDNY”), styled Preston Million, Individually and on Behalf of All Others Similarly Situated vs. Lottery.com, Inc. f/k/a Trident Acquisitions Corp., Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson (Case No. 1:22-cv-07111-JLR). The Class Action Complaint alleged violations by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) 15 U.S.C. §§ 78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), U.S.C. § 78u-4 et seq. (collectively “Federal Securities Laws”). On November 18, 2022, the SNDY ordered the appointment of RTD Bros, LLC, Todd Benn, Tom Benn and Tomasz Rzedian (collectively “Lottery Investor Group”) as lead plaintiff and Glancy Prongay & Murray, LLP as lead counsel for plaintiffs and for the class in the case. On December 5, 2022, the Court stipulated a Scheduling Order in the case. On January 12, 2023, the Company’s legal counsel timely filed its Notice of Appearance. On January 31, 2022, plaintiffs filed their Amended Complaint adding Kathryn Lever, Marat Rosenberg, Vadim Komissarov, Thomas Gallagher, Gennadii Butkevych, Ilya Ponomarev as additional defendants in the case. The Amended Complaint alleges, among other things, that defendants made materially false and misleading statements in violation of Section 10(b),14(a) and 20(a) of the Exchange Act and plaintiffs seek compensatory damages, reasonable cost and expenses including counsel fees and expert fees. Pursuant to the Scheduling Order, the Company filed its motion to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order to dismiss the matter. Plaintiffs are expected to file their opposition to the motion to dismiss no later than May 18, 2023, which would trigger the Company’s deadline to file its reply brief in support of their motion to dismiss no later than June 20, 2023.

On September 8, 2022, the Board appointed Mr. Sohail S. Quraeshi as CEO of the Company effective from September 12, 2022.

On September 27, 2022, Armanino LLP (“Armanino”) resigned as the independent registered public accounting firm of the Company effective immediately.

On October 7, 2022, the Audit Committee of the Board of Directors of the Company approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s new independent registered public accounting firm.

On November 15, 2022, the Company formed a new wholly-owned subsidiary, Sports.Com, Inc., as a Texas corporation (the “New Subsidiary”). The New Subsidiary will share the same principal address as the Company. In connection therewith, on November 19, 2022, the Company filed in the State of Texas a “doing business as” assumed name registration under the name, “Sports.Com”, and intends to file additional assumed name registrations under this name in other U.S. and foreign jurisdictions.

In December 2022, an agreement was signed by and between Sports.com and Data Sports Group, GmbH (“DSG”), that provides Sports.com, Inc. (“Sports”) the exclusive North American distribution rights for sports data products offered and maintained by DSG. This suite of offerings is being sold via the same sales resources and sales channels as the lottery data offered by TinBu, another wholly-owned subsidiary of the Company. This relationship is in full effect now and the first signed contracts are expected in the second quarter of 2023.

The Company has received funding that became available through Woodford Eurasia Assets, Ltd. (“Woodford”), which entered into a Loan agreement with the Company on December 7, 2022. Pursuant to the Loan Agreement, Woodford agreed to fund up to $2.5 million, subject to certain conditions and requirements, of which approximately $1.25 million has been received to date and $1.25 million is currently owed pursuant to the terms of the agreement, upon request from the Company. The parties may also mutually agree to increase the amount of the funding to $52.5 million (i.e., an additional $50 million). Amounts borrowed accrue interest at the rate of 12% per annum (22% per annum upon the occurrence of an event of default) and are due within 12 months of the date of each loan. Amounts borrowed can be repaid at any time without penalty.

Amounts borrowed pursuant to the Loan Agreement are convertible into the Company’s common stock, beginning 60 days after the first loan date, at the option of the lender, at the rate of 80% of the lowest publicly available price per share of Company common stock within 10 business days of the date of the agreement (which was equal to $0.28 per share), subject to a 4.99% beneficial ownership limitation and a separate limitation preventing the holder from holding more than 19.99% of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance.

Conditions to the loan included the resignation of four of the then members of the Board of Directors (Lisa Borders, Steven M. Cohen, Lawrence Anthony DiMatteo and William Thompson, all of which persons have subsequently resigned from the Board of Directors), and the appointment of two new directors (who have been appointed). Subsequent loans under the Loan Agreement also require our compliance with all listing requirements, unless waived by Woodford. The Loan Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent member of the Board of Directors resigns.

Proceeds of the loans can only be used by us for restarting our operations, and for general corporate purposes agreed to by Woodford.

The Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary for a transaction of this size and nature. Included in the Loan Agreement are covenants prohibiting us from (a) making any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively affects Woodford; and (h) repurchasing any shares.

We also agreed to grant warrants to Woodford to purchase 15% of the issued and outstanding common stock of the Company 7,619,207 shares of common stock, with an exercise price equal to the average of the Nasdaq Official Closing Price for each of the ten days prior to the first amount being debited from the bank account of Woodford, which equates to an exercise price of $0.28 per share. In the event we fail to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will equal $0.21 per share).

On January 30, 2023, Mr. Edward K. Moffly resigned as Interim Chief Financial Officer of the Company.

On February 1, 2023, the Board of Directors of the Company appointed Mr. Mark Gustavson as Chief Executive Officer and principal executive officer of the Company. Mr. Gustavson will also serve as principal financial/accounting officer of the Company until a replacement is found. Mr. Mark Gustavson, as CEO, replaced Mr. Sohail S. Quraeshi, who is no longer serving as Chief Executive Officer or as a principal executive officer of the Company, effective February 1, 2023, as a result of the change in Chief Executive Officer of the Company approved by the Board of Directors.

On March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint against Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit Court of the 13^th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”). The Complaint alleges breach of contract(s) and misrepresentation with alleged damages in excess of $4.6 million. The parties agreed to extend the Company and its subsidiary’s deadline to respond until May 1, 2023. On May 2, 2023, the Company and its subsidiary retained local counsel who filed a Notice of Appearance on behalf of the Company and TinBu and filed its Motion for Enlargement requesting the Court to extend its deadline to file its initial response to the Complaint by an additional 30 days (the “TinBu Motion”). As of the date of this Amended Report, the TinBu Motion has not been set for a hearing.

On March 29, 2023, the WinTogether Foundation Board of Directors voted to suspend its relationship with the Company.

On April 25, 2023, the Company recommenced its ticket sales operations through its Texas retail network.

On April 22, 2023, the Company signed an exclusive affiliate agreement with International Gaming Alliance (IGA), to supply official Texas lottery tickets in the Dominican Republic.

Restatement of Financial Statements

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Financial Statements

3. Restatement of Financial Statements

Management of the Company re-evaluated its accounting for year ending December 31, 2021, the Company determined to restate its previously issued financial statements as of December 31, 2021 and the year then ended to correct accounting errors related to cash on hand, accounts receivable, prepaid expenses, deferred revenue, accrued expenses, revenue, costs of revenue, reserve losses of prepaid advertising credits and stock-based compensation which caused the following misstatements:

The following tables summarize the effect of the restatements on the specific items presented in our previously reported financial statements:

LOTTERY.COM INC

BALANCE SHEET

	December 31,							December 31,
	2021			Adjustments				2021
		(As Filed)							(As Restated)
ASSETS
Current assets:
Cash	$	62,638,970			(30,000,000	)	(1)	$	32,638,970
Accounts receivable		21,696,653			(21,617,472	)	(1) (2)		79,181
Prepaid expenses	$	13,896,638			9,000,000		(1) (2)	$	22,896,638
Other current assets		226,200			-				226,200
Total current assets		98,458,461			-				55,840,989

Long-term assets		48,693,017			-				48,693,017
Total assets	$	147,151,478			-			$	104,534,006

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Trade payables	$	1,006,535			-			$	1,006,535
Deferred revenue		662,335			500,000		(1)		1,162,335
Notes payable - current		3,771,340			-				3,771,340
Accrued interest		176,260			-				176,260
Accrued and other expenses		4,528,815			(112,647	)	(3)		4,416,168
Total current liabilities		10,145,285			-				10,532,638

Long-term liabilities:
Other long term liabilities		1,169			-				1,169
Total long-term liabilities		1,169			-				1,169

Total liabilities		10,146,454			-				10,533,807

Commitments and contingencies					-

Equity
Controlling Interest		-			-
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding		-			-				-
Common stock, par value $0.001, 500,000,000 shares authorized, 50,256,317 and 22,658,006 issued and outstanding as of December 31, 2021 and 2020, respectively		46,808			3,448		(7)		50,256
Additional paid-in capital		240,411,298			(1,049,206	)	(4)		239,358,644
Accumulated other comprehensive loss		(655	)		-				(655	)
Accumulated deficit		(106,232,518	)		(41,955,620	)	(6)		(148,188,138	)
Total Lottery.com Inc. stockholders’ equity		134,224,933			-				91,220,107
Noncontrolling interest		2,780,091			-				2,780,092
Total Equity		137,005,024			-				94,000,199

Total liabilities and stockholders’ equity	$	147,151,478			-			$	104,534,006

LOTTERY.COM INC

CONSOLIDATED STATEMENT OF OPERATIONS

	2021			Adjustments				2021
	Years Ended December 31,
	2021			Adjustments				2021
	(As Filed)							(As Restated)
Revenue	$	68,527,394			(52,117,472	)	(1) (2)	$	16,409,922
Cost of revenue		19,158,707			(11,000,000	)	(1) (2)		8,158,707

Gross profit		49,368,687			-				8,251,215
Operating expenses:		39,178,433			(1,049,206	)	(3)		38,129,227
Loss from operations		10,190,254			-			$	(29,878,012	)

Other expenses
Interest expense		19,789,451			-				19,789,451
Reserve loss of prepaid advertising credits		-			2,000,000		(1) (2)		2,000,000
Other expense		2,907,518			-				2,907,518
Total other expenses, net		22,696,969			-				24,696,969

Net loss before income tax	$	(12,506,715	)		-			$	(54,574,981	)
Income tax expense (benefit)		(1,551,689	)		(112,646	)	(5)		(1,664,335	)
Net loss		(10,955,026	)						(52,910,646	)

Other comprehensive loss
Foreign currency translation adjustment, net		(655	)						(655	)
Comprehensive loss		(10,955,681	)		-				(52,911,301	)

Net income attributable to noncontrolling interest		136,924			-				136,924
Net loss attributable to Lottery.com Inc.		(11,092,605	)		(41,955,620	)	(6)		(53,048,225	)


Net loss per common share
Basic and diluted	$	(0.43	)		-			$	(2.04	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			-				25,998,831

LOTTERY.COM INC

CONSOLIDATED STATEMENT OF CASH FLOWS

	2021			Adjustments				2021
	Years Ended
	December 31,
	2021			Adjustments				2021
	(As Filed)							(As Restated)
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.		(11,091,950	)	$	(41,955,620	)	(6)		(53,047,570	)
Adjustments to reconcile net loss to net cash used in operating activities:		37,937,855		$	(1,049,206	)	(7)		36,888,649

Changes in assets & liabilities:
Accounts receivable		(21,636,324	)		21,617,472		(1) (2)		(18,852	)
Prepaid expenses		8,121,496			(9,000,000	)	(1) (2)		(878,504	)
Other current assets		727,182			(100,000	)	(9)		627,182
Trade payables		(1,171,557	)		(386,013	)	(9)		(1,557,570	)
Deferred revenue		(7,101,258	)		365,293		(1) (2)		(6,735,965	)
Accrued interest		(545,457	)						(545,457	)
Accrued and other expenses		2,860,728			(779,910	)	(9)		2,080,818
Other long term liabilities		1,169							1,169
Net cash provided by operating activities		8,101,884			-				(23,186,100	)

Cash flow from investing activities
Purchases of property and equipment		(28,170	)		696		(9)		(27,474	)
Purchases of intangible assets		(5,192,050	)		4,674,156		(9)		(517,894	)
Investment in subsidiary, net		(10,012,540	)		(3,386,868	)	(9)		(13,399,408	)
Net cash used in investing activities		(15,232,760	)						(13,944,776	)

Cash flow from financing activities
Issuance of digital securities		108,332							108,332
Proceeds from exercise of options and warrants		371,726							371,726
Proceeds from issuance of convertible debt		23,483,500							23,483,500
Payment of debt issuance costs		(1,115,031	)						(1,115,031	)
Proceeds from issuance of notes payable		5,000,000							5,000,000
Proceeds from reverse recapitalization		42,794,176							42,794,176
Principal payments on debt		(11,647,713	)						(11,647,713	)
Net cash provided by financing activities		58,994,990			-				58,994,990
Effect of exchange rate changes on cash		(655	)						(655	)
Net change in net cash and restricted cash		51,863,459			(30,000,000	)	(1)		21,863,459
Cash and restricted cash at beginning of period		10,775,511			-				10,775,511
Cash and restricted cash at end of period		62,638,970			-				32,638,970

The specific explanations for the items noted above in the restated financial statements are as follows:

(1)

(2)

The total adjustment to accounts receivable was an increase of $21,617,472.

The total adjustment to pre-paid expenses was a decrease of $9,000,000.

The total adjustment to accrued expense and other expenses was an increase of $112,647.

The total adjustment to revenue was a decrease of $52,117,472.

The total adjustment to cost of revenue was an increase of $11,000,000.

	(3)	During the Company’s reassessment of all accounts as of December 31, 2021, the Company determined that approximately $2,000,000 of prepaid advertising credits purchased during 2017 and 2018 may not be able to be fully utilized. As a result, the Company decreased prepaid expenses of $2,000,000 and increased its loss reserve for prepaid advertising credits by $2,000,000, in the restated financial statements for the year ended December 31, 2021.

	(4)	After the termination of several officers and employees subsequent to December 31, 2022 and the cancelation of various options and/or warrants held by these individuals, the Company, the Company decreased stock-compensation expense in the amount of $1,049,206.

	(5)	In an unrelated transaction, the Company entered into an agreement with another customer totaling $5,000,000 in 2021. The Company recognized the full amount of the contract and recorded $5,000,000 as revenue and accounts receivable for the year ended December 31, 2021. The Company started performing the services under the agreement during 2021, which services were to be completed in 2022. During October of 2021, the customer paid $500,000 towards these services. Subsequently, the Company determined that, in accordance with ASC 606, due to an uncertainty of collectability of the remaining accounts receivable, the Company should not have recognized any revenue from this agreement during the year ended December 31, 2021. As a result of the payment of $500,000 received during the year ended December 31, 2021, the Company is allowed to record deferred revenue in the amount of $500,000. As a result, the Company decreased accounts receivable by $4,500,000, increased deferred revenue by $500,000 and decreased revenue by $5,000,000, for the year ended December 31, 2021.

	(6)	As a result of all the foregoing adjustments, the Company reevaluated the classifications of accounts on the statements of cash flows accordingly.

	(7)	On October 28, 2021, the Company granted 3,832,431 restricted stock awards and as of December 31, 2021 issued 3,448,066 not previously reported on the balance sheet and statement of equity as issued and outstanding.

Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for nonvested, beginning balance \| shares
Weighted average grant fair value, beginning balance \| $ / shares
Shares available for nonvested, granted \| shares	3,832,431
Weighted average grant fair value, beginning balance \| $ / shares	$ 14.75
Shares available for nonvested, vested \| shares
Weighted average grant fair value,vested \| $ / shares
Shares available for nonvested, forfeited \| shares
Weighted average grant fair value, forfeited \| $ / shares
Shares available for nonvested, ending balance \| shares	3,832,431
Weighted average grant fair value, ending balance \| $ / shares	$ 14.75

Schedule of the outstanding balances of the Series A and B notes (Details) - USD ($)	Feb. 28, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Total face value of convertible notes payable		$ 10,364,302
Less: unamortized beneficial conversion feature		(1,240,716)
Less: unamortized debt discount		(230,921)
Total convertible notes payable, net	$ 3,000,000	8,892,665
Less: current portion of convertible notes payable		(8,882,665)
Convertible notes payable, net of current portion		10,000
Series A Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Total face value of convertible notes payable		821,500
Series B Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Total face value of convertible notes payable		8,607,802
Secured Convertible Prommisory Note [Member]
Short-Term Debt [Line Items]
Total face value of convertible notes payable		$ 935,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

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 business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2021 and 2020.

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal Public Company Limited (“LDC”). The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital Securities has a pro rata right to receive 7% of the net raffle revenue. If the net raffle revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period. For the 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 did not satisfy any of those obligations during the year ended December 31, 2021. For year ended December 31, 2020, the Company incurred obligations and paid $17,937, respectively, to holders of the outstanding Digital Securities.

Leases

The Company leases office space in Spicewood, Texas which expires January 21, 2022. For the year ended December 31, 2021 and 2020, the Company’s total rent expense was approximately $206,471 and $49,202, respectively.

As of December 31, 2021, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are as follows:

Years ending December 31,	Amount
2022		184,154
2023		135,222
2024		30,404
Total	$	349,780

Litigation and Other Loss Contingencies

As of December 31, 2021, 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. See Note 15 for additional information.

Significant Accounting Policies (Details Narrative) - USD ($)			12 Months Ended
	Apr. 30, 2023	Aug. 02, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Accumulated deficit			$ 148,188,138	$ 95,140,568
Working capital deficiency			45,300,000
Net loss			53,048,225	5,812,663
Loss from operations			29,878,012	3,710,852
Concentration Risk, Credit Risk, Uninsured Deposits	19,790
Marketable securities			0	0
Restricted cash				6,950,000
Reserve loss of prepaid advertising credits			2,000,000
Prepaid expenses			22,896,638	22,013,110
Advertising costs			$ 1,888,000	$ 66,000
Description of income tax likelihood of unfavourable settlement			tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Audit term			3 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives			3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives			5 years
AutoLotto [Member]
Property, Plant and Equipment [Line Items]
Outstanding shares percentage		4.00%
Ownership percentage		20.00%
Class A-1 Common Stock [Member]
Property, Plant and Equipment [Line Items]
Shares purchased		186,666
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Line of credit					$ 30,000,000

Subsequent Events (Details Narrative) - USD ($)								12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Mar. 13, 2023	Feb. 28, 2023	Feb. 13, 2023	Jan. 20, 2023	Dec. 07, 2022	Jul. 29, 2022	Jul. 21, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, shares issued									50,256,317	22,658,006
Common stock, shares outstanding									50,256,317	22,658,006
Subsequent Event [Member]
Subsequent Event [Line Items]
Outstanding payroll obligations						$ 1,400,000
Other commitments description						In the Streicher Complaint, the Company alleged that Streicher breached the contract entered into by the parties on March 9, 2022 and demanded that Streicher return $16,500,000.00 it owed to the Company. On September 26, 2022, the Chancery Court entered an order in favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000.00 (the “Streicher Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the Judgment. On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”) filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201.17 for legal fees unpaid by Company (“Skadden’s Motion”).
Judgement fees		$ 75,000.00	$ 50,000.00	$ 75,000.00
Common stock, shares issued								7,619,207
Common stock, shares outstanding								7,619,207
Exercise price								$ 0.28
Legal Fees	$ 4,600,000
Subsequent Event [Member] \| Woodford Eurasia Assets Ltd [Member]
Subsequent Event [Line Items]
Line of credit, description					Woodford agreed to fund up to $2.5 million, subject to certain conditions and requirements, of which approximately $1.25 million has been received to date and $1.25 million is currently owed pursuant to the terms of the agreement, upon request from the Company. The parties may also mutually agree to increase the amount of the funding to $52.5 million (i.e., an additional $50 million). Amounts borrowed accrue interest at the rate of 12% per annum (22% per annum upon the occurrence of an event of default) and are due within 12 months of the date of each loan.
Maximum borrowing capacity					$ 2,500,000
Proceeds from line of credit					1,250,000
Current borrowing capacity					1,250,000
Increase in line of credit					$ 52,500,000
Concentration Risk, Lender					Amounts borrowed pursuant to the Loan Agreement are convertible into the Company’s common stock, beginning 60 days after the first loan date, at the option of the lender, at the rate of 80% of the lowest publicly available price per share of Company common stock within 10 business days of the date of the agreement (which was equal to $0.28 per share), subject to a 4.99% beneficial ownership limitation and a separate limitation preventing the holder from holding more than 19.99% of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance
Loan agreement description					(a) making any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively affects Woodford; and (h) repurchasing any shares.
Harry Dhaliwal [Member]
Subsequent Event [Line Items]
Compensation paid									$ 209,550
Discretionary bonus								$ 50,000
Mr. DiMatteo [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Compensation paid							$ 1,000

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [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

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

Schedule of Intangible Assets Acquired

Category	Fair Value

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

Total Intangibles	$	8,590,000

Schedule of Business Combination Pro Forma Information

	For the year ended December 31, 2021
	Lottery.com (As presented above)			Global Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	16,409,922			1,962,370		$	18,372,292
Net income (loss)		(50,790,472	)		(86,162	)		(50,876,634	)
Net income (loss) attributable to shareholders	$	(50,927,396	)		(86,162	)	$	(51,013,558	)

Net income (loss) per common share
Basic and diluted	$	(1.96	)				$	(1.96	)

Weighted average common shares outstanding
Basic and diluted		25,998,831						25,998,831

Schedule of Property and equipment net (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,040,032	$ 2,002,426
Accumulated depreciation	(1,898,753)	(1,331,474)
Property and equipment, net	141,279	670,952
Computers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	113,151	85,004
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	23,760	14,301
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,903,121	$ 1,903,121

Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for nonvested, beginning balance \| shares
Weighted average grant fair value, beginning balance \| $ / shares
Shares available for nonvested, granted \| shares	3,832,431
Weighted average grant fair value, beginning balance \| $ / shares	$ 14.75
Shares available for nonvested, vested \| shares
Weighted average grant fair value,vested \| $ / shares
Shares available for nonvested, forfeited \| shares
Weighted average grant fair value, forfeited \| $ / shares
Shares available for nonvested, ending balance \| shares	3,832,431
Weighted average grant fair value, ending balance \| $ / shares	$ 14.75