0001493152-23-021506 | 10-K | XBRL Viewer

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Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 35,259,473	$ 34,547,050
Accumulated amortization	(11,276,978)	(5,836,070)
Net	$ 23,982,495	28,710,980
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 1,350,000	1,350,000
Accumulated amortization	(781,385)	(556,387)
Net	$ 568,615	793,613
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 2,550,000	2,550,000
Accumulated amortization	(642,222)	(217,223)
Net	$ 1,907,778	2,332,777
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 3,050,000	3,050,000
Accumulated amortization	(1,437,778)	(929,444)
Net	$ 1,612,222	2,120,556
Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 14,450,000	14,450,000
Accumulated amortization	(5,968,611)	(3,145,277)
Net	$ 8,481,389	11,304,723
Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 4,020,000	4,020,000
Accumulated amortization	(1,005,000)	(335,000)
Net	3,015,000	3,685,000
Internally Developed [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2,904,473	2,192,050
Accumulated amortization	(350,232)	(23,323)
Net	$ 2,554,241	2,168,727
Internally Developed [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Internally Developed [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Gross carrying amount	$ 6,935,000	6,935,000
Accumulated amortization	(1,091,750)	(629,416)
Net	$ 5,843,250	$ 6,305,584

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity

Schedule of Common Stock


Issuance of Common Stock for legal settlement			60,000
Exercise of options (Note 10)			60,116
Restricted stock award			164,473

Total			284,589

Schedule of Common Stock Warrant

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (years)		Value
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
Granted		92621			7.56		3		0
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2022		488,296		$	0.11		3.7	$	1,200,387

Exercisable at December 31, 2022		488,296		$	0.11		3.7	$	1,200,387

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2022 and December 31, 2021;


	Year ended			Year ended
	December 31, 2022			December 31, 2021
Domestic	$	(58,379,329	)	$	(55,259,603	)
Foreign	$	(1,899,580	)		684,622
Total	$	(60,278,909	)	$	(54,574,981	)

The provision for income taxes for continuing operations for the year ended December 31, 2022 and 2021 consist of the following:

	Year ended December 31, 2022		Year ended December 31, 2021
Current income taxes		-
Federal		-		(16,846	)
State		104,356		5,578
Foreign		-		-
Total current income taxes		104,356		(11,268	)

Deferred income taxes
Federal		-		(1,757,535	)
State		-		-
Foreign		-		104,467
Total deferred income taxes		-		(1,653,067	)
Valuation allowance		-		-
Total income tax expense (benefit)		104,356		(1,664,335	)

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, 2022 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, 2022 to reflect the increase in the valuation allowance.

	Year ended December 31, 2022			Year ended December 31, 2021
Tax Expense at statutory federal rate of 21%	$	(12,680,485	)	$	(11,460,747	)
State income taxes, net of federal income tax benefit		34,594			-
Foreign rate differential		(135,255	)		127,739
Permanent differences		37,919			2,106,611
Other – Miscellaneous		-			-
Change in valuation allowance		12,825,669			7,562,061
Income tax expense (benefit)	$	104,356		$	(1,664,335	)

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:

	2022			2021
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	24,838,785		$	20,145,126
Foreign net operating loss carryforwards		625,440			(321,330	)
Stock compensation		9,136,562			3,308,116
Fixed assets		-			-
Intangible assets		-			-
Other		19,540			19,540
Total deferred tax assets before valuation allowance	$	34,620,327		$	23,151,451

Deferred tax liabilities:
Fixed assets	$	(46,035	)	$	336,699
Intangible assets		478,213			1,452,273
Total deferred tax liabilities		432,178			1,788,972

Valuation allowance		(34,188,149	)		(21,362,480	)
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, 2022, the valuation allowance increased by approximately $12,825,669. 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 $116,408,640, $21,739,564 of which expires between 2036 and 2037 and $94,564,720 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, 2022.

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, 2022.

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 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 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.

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+ Details

Loss Per Share

12 Months Ended

Dec. 31, 2022

Net loss per common share

Loss Per Share

9. Loss Per Share

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

	2022			2021
	Year ended December 31, 2022
	2022			2021

Comprehensive net loss attributable to stockholders	$	(32,930,867	)	$	(5,456,034	)

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

Net loss per common share
Basic and diluted	$	(0.70	)	$	(0.24	)

As of December 31, 2022, the Company excluded 209,114 stock options, 468,335 of restricted awards, 488,296 of warrants, 5,000,000 of earn out shares and 1,750,000 of unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

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.

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 160,466	$ 560,246

Schedule of Basic and Diluted Net Income Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net loss per common share
Comprehensive net loss attributable to stockholders	$ (32,930,867)	$ (5,456,034)
Weighted average common shares outstanding
Basic and diluted	46,832,919	22,888,700
Net loss per common share
Basic and diluted	$ (0.70)	$ (0.24)

- 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.

+ References + Details

- Definition

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

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+ Details

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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 :

	2022			2021
	Year ended December 31, 2022
	2022			2021

Comprehensive net loss attributable to stockholders	$	(32,930,867	)	$	(5,456,034	)

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

Net loss per common share
Basic and diluted	$	(0.70	)	$	(0.24	)

Intangible assets, net (Details Narrative) - USD ($)	12 Months Ended
Intangible assets, net (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Amortization of intangible assets	$ 5,440,908	$ 5,836,070
Loss on impairment of long-lived assets	412,450
Finite-lived intangible assets, gross	35,259,473	34,547,050
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Finite-lived intangible assets, gross	$ 1,336,020	$ 2,080,999

Schedule of Common Stock Warrant (Details) - USD ($)	12 Months Ended
Schedule of Common Stock Warrant (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares Outstanding, Beginning balance	395,675
Number of Shares Outstanding, Ending balance	395,675	395,675
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares Outstanding, Beginning balance	395,675	573,359
Weighted Average Exercise Price Outstanding, Beginning balance	$ 0.11	$ 0.28
Weighted Average Remaining Contractual Life (years) Outstanding	4 years	4 years 9 months 18 days
Aggregate Intrinsic Value Outstanding, Beginning balance	$ 2,478,501	$ 272,638
Number of Shares Granted	92,621
Weighted Average Exercise Price Granted	$ 7.56
Number of Shares Exercised		(177,684)
Weighted Average Exercise Price Granted		$ 0.66
Number of Shares Forfeited/cancelled
Weighted Average Exercise Price Granted
Weighted Average Remaining Contractual Life (years) Outstanding	3 years
Aggregate Intrinsic Value Outstanding, Grand	$ 0
Number of Shares Exercised		177,684
Number of Shares Outstanding, Ending balance	488,296	395,675
Weighted Average Exercise Price Outstanding, Ending balance	$ 0.11	$ 0.11
Weighted Average Remaining Contractual Life (years) Outstanding	3 years 8 months 12 days
Aggregate Intrinsic Value Outstanding, Ending balance	$ 1,200,387	$ 2,478,501
Number of Shares Exercisable, Ending balance	488,296
Weighted Average Exercise Price Outstanding, Ending balance	$ 0.11
Weighted Average Remaining Contractual Life (years) Exercisable	3 years 8 months 12 days
Aggregate intrinsic value, Exercisable Ending balance	$ 1,200,387

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Recording of related deferred tax liabilities	$ 1,600,000
Increase in valuation allowance	$ 12,825,669
Net operating loss carryforwards		$ 116,408,640
Expires Between 2036 and 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		21,739,564
No Expiration [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 94,564,720

Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for nonvested, beginning balance	3,832,431
Weighted average grant fair value, beginning balance	$ 14.75
Shares available for nonvested, granted		3,832,431
Weighted average grant fair value, beginning balance
Shares available for nonvested, vested
Weighted average grant fair value,vested
Shares available for nonvested, forfeited
Weighted average grant fair value, forfeited
Shares available for nonvested, ending balance	3,832,431	3,832,431
Weighted average grant fair value, ending balance	$ 14.75	$ 14.75

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Acquisition [Line Items]

Schedule of Intangible Assets Acquired

Gross carrying values and accumulated amortization of intangible assets:

	December 31, 2022								December 31, 2021
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,350,000	$	(781,385	)	$	568,615	$	1,350,000	$	(556,387	)	$	793,613
Trade name	6 years		2,550,000		(642,222	)		1,907,778		2,550,000		(217,223	)		2,332,777
Technology	6 years		3,050,000		(1,437,778	)		1,612,222		3,050,000		(929,444	)		2,120,556
Software agreements	6 years		14,450,000		(5,968,611	)		8,481,389		14,450,000		(3,145,277	)		11,304,723
Gaming license	6 years		4,020,000		(1,005,000	)		3,015,000		4,020,000		(335,000	)		3,685,000
Internally developed software	2 - 10 years		2,904,473		(350,232	)		2,554,241		2,192,050		(23,323	)		2,168,727
Domain name	15 years		6,935,000		(1,091,750	)		5,843,250		6,935,000		(629,416	)		6,305,584
		$	35,259,473	$	(11,276,978	)	$	23,982,495	$	34,547,050	$	(5,836,070	)	$	28,710,980

Global Gaming Acquisition [Member]

Business Acquisition [Line Items]

Schedule of Tangible and Intangible Asset 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 Increase in the Valuation Allowance (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate of 21%	$ (12,680,485)	$ (11,460,747)
State income taxes, net of federal income tax benefit	34,594
Foreign rate differential	(135,255)	127,739
Permanent differences	37,919	2,106,611
Other – Miscellaneous
Change in valuation allowance	12,825,669	7,562,061
Total income tax expense (benefit)	$ 104,356	$ (1,664,335)

- Definition

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

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and December 31, 2021;


	Year ended			Year ended
	December 31, 2022			December 31, 2021
Domestic	$	(58,379,329	)	$	(55,259,603	)
Foreign	$	(1,899,580	)		684,622
Total	$	(60,278,909	)	$	(54,574,981	)

Schedule of Income Tax for Continuing Operations

The provision for income taxes for continuing operations for the year ended December 31, 2022 and 2021 consist of the following:

	Year ended December 31, 2022		Year ended December 31, 2021
Current income taxes		-
Federal		-		(16,846	)
State		104,356		5,578
Foreign		-		-
Total current income taxes		104,356		(11,268	)

Deferred income taxes
Federal		-		(1,757,535	)
State		-		-
Foreign		-		104,467
Total deferred income taxes		-		(1,653,067	)
Valuation allowance		-		-
Total income tax expense (benefit)		104,356		(1,664,335	)

Schedule of Increase in the Valuation Allowance

	Year ended December 31, 2022			Year ended December 31, 2021
Tax Expense at statutory federal rate of 21%	$	(12,680,485	)	$	(11,460,747	)
State income taxes, net of federal income tax benefit		34,594			-
Foreign rate differential		(135,255	)		127,739
Permanent differences		37,919			2,106,611
Other – Miscellaneous		-			-
Change in valuation allowance		12,825,669			7,562,061
Income tax expense (benefit)	$	104,356		$	(1,664,335	)

Schedule of Deferred Tax Assets and Liabilities

	2022			2021
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	24,838,785		$	20,145,126
Foreign net operating loss carryforwards		625,440			(321,330	)
Stock compensation		9,136,562			3,308,116
Fixed assets		-			-
Intangible assets		-			-
Other		19,540			19,540
Total deferred tax assets before valuation allowance	$	34,620,327		$	23,151,451

Deferred tax liabilities:
Fixed assets	$	(46,035	)	$	336,699
Intangible assets		478,213			1,452,273
Total deferred tax liabilities		432,178			1,788,972

Valuation allowance		(34,188,149	)		(21,362,480	)
Net deferred tax assets and liabilities	$	-		$	-

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite Lived Intangible Assets Amortization Expenses

Gross carrying values and accumulated amortization of intangible assets:

	December 31, 2022								December 31, 2021
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,350,000	$	(781,385	)	$	568,615	$	1,350,000	$	(556,387	)	$	793,613
Trade name	6 years		2,550,000		(642,222	)		1,907,778		2,550,000		(217,223	)		2,332,777
Technology	6 years		3,050,000		(1,437,778	)		1,612,222		3,050,000		(929,444	)		2,120,556
Software agreements	6 years		14,450,000		(5,968,611	)		8,481,389		14,450,000		(3,145,277	)		11,304,723
Gaming license	6 years		4,020,000		(1,005,000	)		3,015,000		4,020,000		(335,000	)		3,685,000
Internally developed software	2 - 10 years		2,904,473		(350,232	)		2,554,241		2,192,050		(23,323	)		2,168,727
Domain name	15 years		6,935,000		(1,091,750	)		5,843,250		6,935,000		(629,416	)		6,305,584
		$	35,259,473	$	(11,276,978	)	$	23,982,495	$	34,547,050	$	(5,836,070	)	$	28,710,980

Schedule of Estimated Amortization Expense

Estimated amortization expense for years of useful life remaining is as follows:

Years ending December 31,	Amount
2023	$	5,319,214
2024		4,876,562
2025		4,556,562
2026		4,556,562
Thereafter		4,673,595
Total	$	23,982,495

Subsequent Events (Details Narrative) $ in Millions	Mar. 13, 2023 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Legal Fees	$ 4.6

Business Combination (Details Narrative) - USD ($)		12 Months Ended
Business Combination (Details Narrative) - USD ($)	Oct. 29, 2021	Dec. 31, 2022	Dec. 31, 2021	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
Repayment of notes payable		5,475,000
Accrued underwriter fees		$ 5,593,000
Number of eligible earnout shares		60,000
Gross acquirees		$ 13,215,843
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent		20.00%
Global Gaming [Member]
Business Acquisition [Line Items]
Ownership interest percent		80.00%
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Acquisition percentage				100.00%
Medios Electronicos [Member]
Business Acquisition [Line Items]
Acquisition percentage				80.00%
Global Gaming [Member]
Business Acquisition [Line Items]
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 Property and Equipment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,167,297	$ 2,040,032
Accumulated depreciation	(2,059,219)	(1,898,753)
Property and equipment, net	108,078	141,279
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	124,199	113,151
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	16,898	23,760
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,026,200	$ 1,903,121

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal net operating loss carryforwards	$ 24,838,785	$ 20,145,126
Foreign net operating loss carryforwards	625,440	(321,330)
Stock compensation	9,136,562	3,308,116
Fixed assets
Intangible assets
Other	19,540	19,540
Total deferred tax assets before valuation allowance	34,620,327	23,151,451
Fixed assets	(46,035)	336,699
Intangible assets	478,213	1,452,273
Total deferred tax liabilities	432,178	1,788,972
Valuation allowance	(34,188,149)	(21,362,480)
Net deferred tax assets and liabilities

Notes Payable and Convertible Debt (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended	12 Months Ended		26 Months Ended
	Oct. 29, 2021	May 01, 2020	Mar. 31, 2021	Oct. 31, 2017	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 01, 2021	Aug. 31, 2020	Jun. 29, 2020	Aug. 28, 2018
Short-Term Debt [Line Items]
Interest rate						6.00%
Balance on notes payable					$ 2,601,370	$ 2,628,234
Convertible debt instrument amount						4,531,250
Loss on extinguishment						(115,788)
Convertible notes						108,331
Secured Convertible Note [Member]
Short-Term Debt [Line Items]
Principal amount					935,000
Secured convertible note, shares			1,398,221
Series A Notes [Member]
Short-Term Debt [Line Items]
Principal amount				$ 821,500
Interest rate				10.00%
Maturity date				Dec. 31, 2021
Debt carry amount					771,500	821,500
Balance on notes payable					771,500
Interest expense, debt					138,822
Series B Notes [Member]
Short-Term Debt [Line Items]
Principal amount						$ 38,893,733	$ 8,802,828
Interest rate						8.00%
Maturity date							Dec. 21, 2021
Balance on notes payable					185,095
Interest rate							8.00%
Additional principal amount						$ 3,552,114
Loss on extinguishment						71,812
Convertible notes	$ 185,095
Convertible notes shares	9,764,511
Accrued interest					49,992	35,184
Series B Notes [Member] \| Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Convertible debt instrument amount						10,000,000
Series B Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible promissory note balance						0
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 the third quarter of fiscal year 2021.
Short Term Loans [Member]
Short-Term Debt [Line Items]
Principal amount									$ 37,199	$ 150,000
Interest rate										3.75%
Accrued interest					3,753
Balance of loan amount					150,000	150,000
Short Term Loans [Member] \| Note Payable Agreements [Member]
Short-Term Debt [Line Items]
Balance of loan amount					$ 13,000	$ 13,000
Notes Payable [Member]
Short-Term Debt [Line Items]
Principal amount											$ 12,674,635
Interest rate											0.00%
Maturity date						Jun. 30, 2022
Interest rate								4.10%

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Revenue Disaggregation (Details) - USD ($)	12 Months Ended
Schedule of Revenue Disaggregation (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total	$ 6,779,057	$ 16,409,922
Gaming [Member]
Disaggregation of Revenue [Line Items]
Total	4,851,911	8,506,176
Other [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,927,146	$ 7,903,746

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Schedule of Common Stock (Details)	12 Months Ended
Schedule of Common Stock (Details)	Dec. 31, 2022 USD ($) shares
Equity
Issuance of Common Stock for legal settlement	60,000
Exercise of options (Note 10)	60,116
Restricted stock award \| $	$ 164,473
Total	284,589

Intangible assets, net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

5. Intangible assets, net

Gross carrying values and accumulated amortization of intangible assets:

	December 31, 2022								December 31, 2021
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,350,000	$	(781,385	)	$	568,615	$	1,350,000	$	(556,387	)	$	793,613
Trade name	6 years		2,550,000		(642,222	)		1,907,778		2,550,000		(217,223	)		2,332,777
Technology	6 years		3,050,000		(1,437,778	)		1,612,222		3,050,000		(929,444	)		2,120,556
Software agreements	6 years		14,450,000		(5,968,611	)		8,481,389		14,450,000		(3,145,277	)		11,304,723
Gaming license	6 years		4,020,000		(1,005,000	)		3,015,000		4,020,000		(335,000	)		3,685,000
Internally developed software	2 - 10 years		2,904,473		(350,232	)		2,554,241		2,192,050		(23,323	)		2,168,727
Domain name	15 years		6,935,000		(1,091,750	)		5,843,250		6,935,000		(629,416	)		6,305,584
		$	35,259,473	$	(11,276,978	)	$	23,982,495	$	34,547,050	$	(5,836,070	)	$	28,710,980

Amortization expense with respect to intangible assets for the year ended December 31, 2022 and 2021 totaled $5,440,908 and $5,836,070, respectively, which is included in depreciation and amortization in the Statements of Operations. The Company determined that there was an impairment of long-lived assets of $412,450 during the year ended December 31, 2022, as it relates to a project no longer being pursued by the Company.

Estimated amortization expense for years of useful life remaining is as follows:

Years ending December 31,	Amount
2023	$	5,319,214
2024		4,876,562
2025		4,556,562
2026		4,556,562
Thereafter		4,673,595
Total	$	23,982,495

The Company had software development costs of $1,336,020 and $2,080,999 related to projects not placed in service as of December 31, 2022 and December 31, 2021, respectively, which is included in intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated using the straight-line method over the appropriate estimated useful life when the assets are put into service.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 102,766	$ 32,638,970
Restricted cash
Accounts receivable	208,647	79,181
Prepaid expenses	19,409,323	22,896,638
Other current assets	718,550	226,200
Total current assets	20,439,286	55,840,989
Notes receivable	2,000,000
Investments	250,000	250,000
Goodwill	19,590,758	19,590,758
Intangible assets, net	23,982,445	28,710,980
Property and equipment, net	108,078	141,279
Other long term assets	13,009,686
Total assets	79,380,253	104,534,006
Current liabilities:
Trade payables	7,607,633	1,006,535
Deferred revenue	464,286	1,162,335
Notes payable - current	3,755,676	3,771,340
Accrued interest	484,172	176,260
Accrued and other expenses	4,626,973	4,416,168
Other liabilities	625,028
Total current liabilities	17,563,768	10,532,638
Long-term liabilities:
Convertible debt, net - non current
Other long term liabilities		1,169
Total long-term liabilities		1,169
Commitments and contingencies (Note 13)
Total liabilities	17,563,768	10,533,807
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, 50,540,906 and 50,256,317 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	50,540	50,256
Additional paid-in capital	267,549,357	239,358,644
Accumulated other comprehensive loss	3,622	(655)
Accumulated deficit	(208,187,210)	(148,188,138)
Total Lottery.com Inc. stockholders’ equity	59,416,309	91,220,107
Noncontrolling interest	2,400,176	2,780,092
Total Equity	61,816,485	94,000,199
Total liabilities and stockholders’ equity	$ 79,380,253	$ 104,534,006

Schedule of Intangible Assets Acquired (Details)	Dec. 31, 2022 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

Stock-based Compensation Expense (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation	$ 0	$ 10,077
Stock compensation expense	$ 27,949,257	$ 14,483,057
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting term	2 years 9 months 29 days
Number of shares grant		3,832,431
Stock compensation expense	$ 27,137,991
Unrecognized stock based compensation	$ 4,061,294
2015 Stock Option Plan [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant or right, reason for issuance, 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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	50,540,906	50,256,317
Common stock, shares outstanding	50,540,906	50,256,317

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
[custom:RevenueParticipationInterests-0]			$ 285,000,000
[custom:PercentageOfRaffleRevenueNet]			7.00%
Registration Payment Arrangement, Accrual Carrying Value		$ 5,632
Rent expense	$ 173,837	$ 206,471

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

Schedule of Property and Equipment

	December 31,			December 31,
	2022			2021

Computers and equipment	$	124,199		$	113,151
Furniture and fixtures		16,898			23,760
Software		2,026,200			1,903,121
Property and equipment		2,167,297			2,040,032
Accumulated depreciation		(2,059,219	)		(1,898,753	)
Property and equipment, net	$	108,078		$	141,279

Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Equity

Stockholders’ Equity

7. Stockholders’ Equity

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, 2022, there were no shares of preferred stock issued and outstanding.

Common Stock

Our Charter authorizes the issuance of an aggregate of 500,000,000 shares of Common Stock, par value $0.001 per share. The shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our common stock in an 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, 2022 and December 31, 2021, 50,540,906 shares and 50,256,317 shares, respectively, were outstanding. During the year ended December 31, 2022, the Company issued the following shares of common stock.

Schedule of Common Stock


Issuance of Common Stock for legal settlement			60,000
Exercise of options (Note 10)			60,116
Restricted stock award			164,473

Total			284,589

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, 2022 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, 2022 and 2021. All 395,675 outstanding warrants are fully vested and have a weighted average remaining contractual life of 3.7 years. The Company did not incur any expense for the year ended December 31, 2022 and 2021.

Schedule of Common Stock Warrant

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (years)		Value
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
Granted		92621			7.56		3		0
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2022		488,296		$	0.11		3.7	$	1,200,387

Exercisable at December 31, 2022		488,296		$	0.11		3.7	$	1,200,387

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 were 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.

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+ Details

Revenue Disaggregation

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Disaggregation

13. Revenue Disaggregation

Revenue disaggregation consists of the following:

Schedule of Revenue Disaggregation

	2022		2021

Gaming		4,851,911		8,506,176
Other		1,927,146		7,903,746
Total		6,779,057		16,409,922

- 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.

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+ Details

Loss Per Share (Details Narrative) - shares	12 Months Ended
Loss Per Share (Details Narrative) - shares	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	209,114	345,661
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	468,335	3,832,431
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	488,296	3,869,305
Earn Out Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	5,000,000	1,726,027
Unit Purchase Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	1,750,000	604,110
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares		2,012,774

Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Shares available for grant, exercised	60,116
Equity Option [Member]
Offsetting Assets [Line Items]
Shares available for grant beginning balance	269,230	37,405
Outstanding stock awards beginning balance	345,661	1,315,218
Weighted average exercise price beginning balance	$ 0.97	$ 0.30
Weighted average remaining contractual life years	4 years 4 months 24 days	5 years 6 months
Aggregate intrinsic value, beginning balance	$ 2,061,303	$ 362,841
Shares available for grant, granted
Outstanding stock awards, granted
Weighted average exercise price granted
Shares available for grant, exercised
Outstanding stock awards, exercised	(60,116)	(737,732)
Weighted average exercise price exercised	$ (0.67)	$ (0.28)
Shares available for grant forfeited cancelled	60,116	231,825
Outstanding stock awards, forfeited cancelled	60,116	(231,825)
Weighted average exercise price forfeited cancelled	$ (0.67)	$ (0.65)
Shares available for grant forfeited cancelled	(60,116)	(231,825)
Weighted average exercise price forfeited cancelled	$ 0.67	$ 0.65
Shares available for grant ending balance	209,114	269,230
Outstanding stock awards ending balance	345,661	345,661
Weighted average exercise price ending balance	$ 0.41	$ 0.97
Weighted average remaining contractual life years	4 years 2 months 12 days
Aggregate intrinsic value, ending balance	$ 944,544	$ 2,061,303
Shares available for grant exercisable	209,114
Outstanding stock awards exercisable	345,661
Weighted average exercise price exercisable	$ 0.41
Weighted average remaining contractual life years, exercisable	4 years 2 months 12 days
Aggregate intrinsic value, exercisable	$ 944,544

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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 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 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 $208 million and working capital of approximately $2.9 million at December 31, 2022. For the year ending December 31, 2022, the Company sustained a net loss of $60 million. The Company sustained a loss from operations of $55.8 million and $29.9 million for the years ending December 31, 2022 and 2021, respectively. 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 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 was 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, 2022 and December 31, 2021.

The Company had no marketable securities as of December 31, 2022 and December 31, 2021 As of December 31, 2022, the restricted cash balance was $0 as the bank took the collateral in the restricted account during October of 2022 in order to satisfy the amount owed under the Line of Credit. (See Subsequent Events - In January of 2022, the Company pledged $30,000,000 for 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, 2022 and 2021. The Company has not incurred bad debt expense historically.

Prepaid Expenses

Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services (“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 for the year ended December 31, 2021 the Company reserved for potential inability to realize $2,000,000 of prepaid advertising credits in future periods. The current portion of prepaid expenses is included in current assets on the consolidated balance sheets. The Company has remaining prepaid expenses of $19,409,323 and $22,896,638 for the years ended December 31, 2022 and 2021, respectively.

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, 2022 and 2021. 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, 2022 and 2021 were approximately $1,261,000 and $1,888,000, 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, the income and losses incurred by the limited liability companies 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 2022 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 2022 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.

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party costs		$ 4,700
Due from related parties, current	$ 13,000		$ 13,000
Service Agreement [Member[ \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capital expenditure	100,000
Reimbursement expenses	$ 5,000

- 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

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

3. 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 were 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 to reflect the 20% minority interest in the acquirees. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:


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

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

Total net assets of Acquirees	$	13,215,843

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

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

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 Estimated Amortization Expense (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 5,319,214
2024	4,876,562
2025	4,556,562
2026	4,556,562
Thereafter	4,673,595
Total	$ 23,982,495	$ 28,710,980

Significant Accounting Policies (Details Narrative) - USD ($)			12 Months Ended
	Apr. 30, 2023	Aug. 02, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Accumulated deficit			$ 208,187,210	$ 148,188,138
Working capital deficiency			2,900,000
Net loss			59,999,072	53,048,225
Loss from operations			55,792,779	29,878,012
Concentration risk credit risk uninsured deposits	19,790
Marketable securities				0	$ 0
Prepaid advertising				2,000,000
Prepaid Expense, Current			$ 19,409,323	22,896,638
Shares purchased			60,000
Advertising costs			$ 1,261,000	$ 1,888,000
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

Schedule of Increase in the Valuation Allowance (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate	21.00%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Indemnification Agreements

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

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of 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, 2022, the company did not incur any obligations to the holders of the outstanding Digital Securities. 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 years ended December 31, 2021 or 2022.

Leases

The Company leases office space in Spicewood, Texas which expires January 21, 2024. For the year ended December 31, 2022 and 2021, the Company’s total rent expense was approximately $173,837 and $206,471, respectively.

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

Years ending December 31,	Amount
2023		135,222
2024		30,404
Total	$	165,626

Litigation and Other Loss Contingencies

As of December 31, 2022, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company of its size and scope. See Note 15 for additional information.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	$ (59,999,072)	$ (53,048,225)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest	(379,916)	136,924
Depreciation and amortization	5,601,374	4,292,606
Non-cash interest expense		17,274,299
Stock-based compensation expense	27,949,257	14,483,057
Forgiveness of PPP Loan		(493,125)
Loss on impairment of intangibles	412,450
Loss on extinguishment of debt		115,788
Issuance of common stock for legal settlement	241,740
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	(129,465)	(18,852)
Prepaid expenses	3,487,315	(878,504)
Notes Receivable	(2,000,000)
Other current assets	(492,351)	627,182
Trade payables	6,601,098	(1,557,570)
Deferred revenue	(698,049)	(6,735,965)
Accrued interest	307,912	(545,457)
Accrued and other expenses	210,805	2,080,818
Other liabilities	625,028
Other long term assets	(13,009,686)
Other long term liabilities	(1,169)	1,169
Net cash provided by operating activities	(31,272,729)	(23,186,100)
Cash flow from investing activities
Purchases of property and equipment	(127,265)	(27,474)
Purchases of intangible assets	(1,124,823)	(517,894)
Investment in subsidiary, net		(13,399,408)
Net cash used in investing activities	(1,252,088)	(13,944,776)
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
Proceeds from issuance of notes payable		5,000,000
Proceeds from reverse recapitalization		42,794,176
Payment of debt issuance costs		(1,115,031)
Payments on notes payable - related parties	(15,664)
Principal payments on debt		(11,647,713)
Net cash provided by financing activities	(15,664)	58,994,990
Effect of exchange rate changes on cash	4,277	(655)
Net change in net cash and restricted cash	(32,536,204)	21,863,459
Cash and restricted cash at beginning of period	32,638,970	10,775,511
Cash and restricted cash at end of period	102,766	32,638,970
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash	483,582	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 Future Minimum Rent Payments Due Under Non-Cancellable Leases (Details)	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 135,222
2024	30,404
Total	$ 165,626

Stockholders’ Equity (Details Narrative) - USD ($)		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 01, 2018	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares 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		50,540,906	50,256,317
Share price		$ 16.00
Number of trading days		20 days
Purchase aggregate shares			395,675
Aggregate exercise price			$ 371,726
Shares purchased		60,000
Number of shares outstanding		395,675	395,675
Average useful life		3 years 8 months 12 days	3 years 8 months 12 days
Additional paid in capital		$ 8,480,697
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
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from sale of option	$ 100
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value		$ 0.001
Public Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price		$ 0.01
Minimum days prior written notice of redemption		30 days
Maximum trading days		30 days
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase		1,750,000	20,125,000
Shares purchased		1,750,000
Public Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase			20,125,002
Public Warrants [Member] \| Auto Lotto LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase			20,125,000
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share unit exercisable	1,750,000
Price per unit	$ 12.00
Aggregate exercise price	$ 21,000,000
Cash payment		$ 100
Shares vested		1,750,000

Schedule of Pre-tax Income (Loss) by Jurisdiction (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (58,379,329)	$ (55,259,603)
Foreign	(1,899,580)	684,622
Total	$ (60,278,909)	$ (54,574,981)

Revenue Disaggregation (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregation

Revenue disaggregation consists of the following:

Schedule of Revenue Disaggregation

	2022		2021

Gaming		4,851,911		8,506,176
Other		1,927,146		7,903,746
Total		6,779,057		16,409,922

Nature of Operations

12 Months Ended

Dec. 31, 2022

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 an 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 businesses (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.

Property and Equipment, net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, net

4. Property and Equipment, net

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

Schedule of Property and Equipment

	December 31,			December 31,
	2022			2021

Computers and equipment	$	124,199		$	113,151
Furniture and fixtures		16,898			23,760
Software		2,026,200			1,903,121
Property and equipment		2,167,297			2,040,032
Accumulated depreciation		(2,059,219	)		(1,898,753	)
Property and equipment, net	$	108,078		$	141,279

Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $160,466 and $560,246, respectively.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases

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

Years ending December 31,	Amount
2023		135,222
2024		30,404
Total	$	165,626

Schedule of Income Tax for Continuing Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal		$ (16,846)
State	104,356	5,578
Foreign
Total current income taxes	104,356	(11,268)
Federal		(1,757,535)
State
Foreign		104,467
Total deferred income taxes		(1,653,067)
Valuation allowance
Total income tax expense (benefit)	$ 104,356	$ (1,664,335)

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]
Beginning 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
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
Issuance of common stock upon warrant exercise	118,009	$ 177	117,833			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
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
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	14,483,057	$ 3,448	14,479,608			14,483,057
Stock based compensation, shares		3,448,066
Minority interest in business acquisition	2,643,168						2,643,168
Other comprehensive loss	(655)				(655)	(655)
Net loss	(52,910,646)			(53,047,570)		(53,047,570)	136,924
Ending 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
Issuance of common stock upon stock option exercise		$ 60	(60)
Issuance of common stock upon stock option exercise, shares	60,116	60,116
Stock based compensation	$ 27,949,257	$ 164	27,949,093			27,949,257
Stock based compensation, shares		164,473
Other comprehensive loss	4,277				4,277	4,277
Net loss	(60,383,265)
Issuance of common stock for legal settlement	241,740	$ 60	241,680			241,740
Issuance of common stock for legal settlement, shares		60,000
Comprehensive loss	(60,378,988)			(59,999,072)		(59,999,072)	(379,916)
Ending Balance at Dec. 31, 2022	$ 61,816,485	$ 50,540	$ 267,549,357	$ (208,187,210)	$ 3,622	$ 59,416,309	$ 2,400,176
Balance shares at Dec. 31, 2022		50,540,906

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Jun. 15, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
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	0808 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	737
Local Phone Number	309-4500
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			$ 39.6
Entity Common Stock, Shares Outstanding		50,794,707
ICFR Auditor Attestation Flag	false
Auditor Name	Yusufali & Associates, LLC
Auditor Firm ID	3313
Auditor Location	NJ
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

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

12. Related Party Transactions

The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties.

During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company paid $4,700 during 2021 and the outstanding balance was $13,000 at December 31, 2022 and December 31, 2021.

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, 2022, 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 Report, no definitive documentation for this transaction has been signed.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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, 2022 and December 31, 2021.

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, 2022 and 2021 were approximately $1,261,000 and $1,888,000, respectively.

Income Taxes

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

Fair Value of Financial Instruments

●

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

●

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

●

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

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

Fair value of stock options and warrants

Recent Accounting Pronouncements

Schedule of Tangible and Intangible Asset Acquisition (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 19,590,758	$ 19,590,758
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Cash	517,460
Accounts receivable, net	34,134
Prepaids	5,024
Property and equipment, net	2,440
Other assets, net	65,349
Intangible assets	8,590,000
Goodwill	4,940,643
Total assets	14,155,051
Accounts payable and other liabilities	(387,484)
Customer deposits	(134,707)
Related party loan	(417,017)
Total liabilities	(939,208)
Total net assets of Acquirees	$ 13,215,843

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 6,779,057	$ 16,409,922
Cost of revenue	4,310,750	8,158,707
Gross profit	2,468,307	8,251,215
Operating expenses:
Personnel costs	37,114,485	20,536,328
Professional fees	6,613,546	8,279,798
General and administrative	8,931,681	5,020,495
Depreciation and amortization	5,601,374	4,292,606
Total operating expenses	58,261,086	38,129,227
Loss from operations	(55,792,779)	(29,878,012)
Other expenses
Interest expense	764,839	19,789,451
Reserve loss of prepaid advertising credits		2,000,000
Other expense	3,721,291	2,907,518
Total other expenses, net	4,486,130	24,696,969
Net loss before income tax	(60,278,909)	(54,574,981)
Income tax expense (benefit)	104,356	(1,664,335)
Net loss	(60,383,265)	(52,910,646)
Other comprehensive loss
Foreign currency translation adjustment, net	4,277	(655)
Comprehensive loss	(60,378,988)	(52,911,301)
Net income attributable to noncontrolling interest	379,916	(136,924)
Net loss attributable to Lottery.com Inc.	$ (59,999,072)	$ (53,048,225)
Net loss per common share
Basic and diluted	$ (1.19)	$ (2.04)
Weighted average common shares outstanding
Basic and diluted	50,444,493	25,998,831

Notes Payable and Convertible Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Notes Payable and Convertible Debt

6. Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 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, 2022 and December 31, 2021, the balance due on these notes was $771,500 and $821,500, respectively. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there were no Qualified Financing events, that trigger conversion, this included the TDAC combination. As of December 31, 2022, 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 Series A notes payable was $138,822 at December 31, 2022.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans 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, 2022, 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, 2022 and 2021 was $49,992 and $35,184, respectively.

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 the 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, 2022 and 2021, the balance of the loan was $150,000. As of December 31, 2022, the accrued interest on this note was $3,753.

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, 2022 and 2021, the balance of the loans totaled $13,000, 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 change 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, 2022 and December 31, 2021, the balance of the notes was $2,601,370 and $2,628,234, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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

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

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

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

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

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

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

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

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

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

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

+ Details

Schedule of Depreciation of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

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

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

Stock-based Compensation Expense

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation Expense

8. 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, 2022, 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, 2022 and 2021. The following table shows stock option activity for the years ended December 31, 2022 and 2021:

Schedule of Stock Option Activity

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

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

Stock-based compensation expense related to the employee options was $0 and $10,077 for the year ended December 31, 2022, and 2021 respectively.

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, 2022, the Company recognized $27,137,991 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2022, unrecognized stock-based compensation associated with the restricted stock awards is $4,061,294 which will be expensed over the next 2.83 years.

The Company had restricted stock activity summarized as follows:

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

Stock-based Compensation Expense (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

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

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

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, 2021		3,832,431	$	14.75
Granted		-		-
Vested		-		-
Forfeited/cancelled		-		-
Restricted shares unvested at December 31, 2022		3,832,431	$	14.75