0001493152-24-022440 | 10-K/A | XBRL Viewer

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Feb. 15, 2024	Feb. 05, 2024	Apr. 29, 2024
Subsequent Event [Line Items]
Investment commitment			$ 18,000,000
Memorandum Of Understanding [Member] \| Common Stock [Member] \| WA Technology Group Limited [Member]
Subsequent Event [Line Items]
Restricted common stock		$ 500,000
Restricted common stock price per share		$ 3.00
Memorandum Of Understanding [Member] \| Common Stock [Member] \| Sports And Media Interactive Limited [Member]
Subsequent Event [Line Items]
Restricted common stock	$ 1,000,000
Restricted common stock price per share	$ 3.00
Intercompany agreements description for payments	The first payment of $150,000 in restricted common stock (50,000 shares) of the Company is due and payable not later than June 15, 2024. The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows: (i) a second payment of $212,500 (70,833 shares) due on or before August 14, 2024; (ii) a third payment, of $212,500 (70,833 shares) due on or before November 12, 2024; (iii) a fourth payment of $212,500 (70,833 shares) due on or before February 10, 2025; and (vi) a final and fifth payment of $212,500 (70,834 shares) due on or before May 16, 2025.
Definitive Agreement [Member] \| Common Stock [Member] \| WA Technology Group Limited [Member]
Subsequent Event [Line Items]
Restricted common stock		$ 500,000

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net as of December 31, 2023 and 2022, consisted of the following:

Schedule of Property and Equipment

	December 31,			December 31,
	2023			2022

Computers and equipment	$	124,199		$	124,199
Furniture and fixtures		16,898			16,898
Software		2,026,200			2,026,200
Property and equipment		2,167,297			2,167,297
Accumulated depreciation		(2,145,988	)		(2,059,219	)
Property and equipment, net	$	21,309		$	108,078

Property and Equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Note 5. Property and Equipment, net

Property and equipment, net as of December 31, 2023 and 2022, consisted of the following:

Schedule of Property and Equipment

	December 31,			December 31,
	2023			2022

Computers and equipment	$	124,199		$	124,199
Furniture and fixtures		16,898			16,898
Software		2,026,200			2,026,200
Property and equipment		2,167,297			2,167,297
Accumulated depreciation		(2,145,988	)		(2,059,219	)
Property and equipment, net	$	21,309		$	108,078

Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $90,744 and $160,466, respectively.

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal Net Operating Loss Carryforwards	$ 36,378,116	$ 20,145,126
Intangible Assets	1,492,426	(861,317)
Accrued Compensation & Benefits	863,049
Foreign Net Operating Loss Carryforwards	773,134
Stock Compensation
State Net Operating Loss Carryforwards
Other	19,540	19,540
Total deferred tax assets before valuation allowance	39,526,265	29,214,108
Fixed Assets	316	46,035
Fixed Assets	(316)	(46,035)
Intangible Assets
Total deferred tax liabilities	316	46,035
Total deferred tax liabilities	(316)	(46,035)
Valuation Allowance	(39,525,949)	(29,260,143)
Net deferred tax assets and liabilities

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	May 17, 2024	Dec. 29, 2023
Document Type	10-K/A
Amendment Flag	true
Amendment Description	In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Lottery.com Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 (this “Amended Report”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Original Report”), to amend and revise the following Items of our Original Report
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38508
Entity Registrant Name	LOTTERY.COM INC.
Entity Central Index Key	0001673481
Entity Tax Identification Number	81-1996183
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	20808 State Hwy 71 W
Entity Address, Address Line Two	Unit B
Entity Address, City or Town	Spicewood
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	Yes
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			$ 7.8
Entity Common Stock, Shares Outstanding		4,780,380
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Auditor Firm ID	3313
Auditor Name	Yusufali & Associates, LLC
Auditor Location	55 Addison Drive, Short Hills, NJ 07078
Common stock, par value $0.001 per share
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 $230.00
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $230.00
Trading Symbol	LTRYW
Security Exchange Name	NASDAQ

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation Expense	$ 90,744	$ 160,466

Schedule of Increase in the Valuation Allowance (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate	21.00%	21.00%

Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,167,297	$ 2,167,297
Accumulated depreciation	(2,145,988)	(2,059,219)
Property and equipment, net	21,309	108,078
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	124,199	124,199
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	16,898	16,898
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,026,200	$ 2,026,200

Notes Receivable

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Notes Receivable

Note 7. Notes Receivable

On March 22, 2022, the Company entered into a three-year secured promissory note agreement with a principal amount of $2,000,000. The note bears simple interest at the rate of approximately 3.1% annually, due upon maturity of the note. The note is secured by all assets, accounts, and tangible and intangible property of the borrower and can be prepaid any time prior to its maturity date. As of September 30, 2023, the entire $2,000,000 in principle was outstanding.

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

Notes Payable and Convertible Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Notes Payable and Convertible Debt

Note 10. 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 69,910 share of the Company’s common stock. (see Note 11).

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 verbally agreed to extend the maturity of the notes to December 31, 2021. As of both December 31, 2023 and December 31, 2022, the balance due on these notes was $771,500. 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 which have been reclassified to Notes Payable as per the agreement. Accrued interest on the Series A notes payable was $318,909 on December 31, 2023.

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.

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 was 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 488,226 shares of Lottery.com common stock after accounting for the 20:1 reverse stock split that took place on August 9, 2023. As of December 31, 2023, the remaining notes comprising the outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable. See Note 11. Accrued interest on this note payable as of December 31, 2023 and 2022 was $64,799 and $49,992, respectively.

PPP Loan

On May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provided 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 were forgivable after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintained 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, 2023 and 2022, the balance of the loan was $150,000. As of December 31, 2023 and December 31, 2022, the accrued interest on this note was $5,253 and $3,764 respectively.

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, 2023 and 2022, 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 both December 30, 2023 and December 31, 2022, the balance of the notes was $2,601,370. Accrued interest on these notes was $242,381 on December 31, 2023 and $164,846 on December 31, 2022, 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.

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+ Details

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Note 4. Business Combination

TDAC Combination

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

The Merger closing was a triggering event for the Series B convertible notes, of which $63.8 million was converted into 164,426 shares of AutoLotto that were then converted into 488,225 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 300,000 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 200,000 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. 150,000 of the Seller Earnout Shares and 100,000 TDAC Founder Earnout Shares were still eligible Earnout Shares until December 31, 2022. Conditions for the earnout were not met and the potential earnout shares were forfeited on 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 Lottery 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 $13,215,842 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	$	14,155,050

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	$	13,215,842

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

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

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

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 17. Subsequent Events

As reported on form 8-K filed with the SEC on February 9, 2024, on February 5, 2024, the Company entered into a Memorandum of Understanding (the “MOU”) with WA Technology Group Limited (“WATG”), whereby the Company has agreed to pay WATG a total of $500,000 US dollars in restricted common stock at a price of $3.00 per share. A second payment by Lottery.com to WATG shall be due in five years and 2 months from the date of the definitive agreement to be signed by the parties at a later date. The total consideration for the second payment is the equivalent of $500,000 US dollars in restricted common stock at market value on the date the second payment is due. In addition, the Company will nominate an individual (at a later date) from WATG to act as a dedicated consultant to the Company for the purpose of expanding its brand, ticket sales and global operations. In exchange, the Company shall own a non-exclusive perpetual single use license for WATG’s Lottery Player & Account Management Software (“PAM”) and WATG shall provide its full spectrum of iGaming solutions to the Company to manage its global growth strategy. The parties shall co-operate and collaborate with one another’s businesses and shall enter a more definitive agreement at a later date.

As reported on form 8-K filed with the SEC on February 21, 2024, on February 15, 2024, the Company entered into a Memorandum of Understanding (the “MOU”) with S&MI Ltd. (“SportLocker.com”), whereby it agreed to pay the shareholders of S&MI Ltd. a total of $1,000,000 in restricted common stock at a valuation of $3.00 per share. The first payment of $150,000 in restricted common stock (50,000 shares) of the Company is due and payable not later than June 15, 2024. The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows: (i) a second payment of $212,500 (70,833 shares) due on or before August 14, 2024; (ii) a third payment, of $212,500 (70,833 shares) due on or before November 12, 2024; (iii) a fourth payment of $212,500 (70,833 shares) due on or before February 10, 2025; and (vi) a final and fifth payment of $212,500 (70,834 shares) due on or before May 16, 2025. The terms and conditions set forth in the MOU shall be incorporated into a definitive agreement to be entered into by the parties with a Closing Date on or before June 30, 2024 or at a date agreeable to both parties.

In addition, the Company has agreed to make available to the business of SportLocker.com, cash, media credits or combination thereof over the twelve months following the Closing Date as additional capital investment into the business plan, to facilitate brand awareness, user acquisition and general performance marketing and promotion, influencer and subscription campaigns and branding activities of S&MI’s streaming and social engagement, subject to the Company successfully raising a minimum of new capital.

On March 7, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has launched the “Sports.com App”. The App (which is available for download for free from all major app stores) connects sports content with audiences worldwide. By uniting a diverse community of sports enthusiasts across various genres, demographics, and countries, Sports.com plans to eliminate multiple cultural barriers and foster a global sports community.

On March 28, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has obtained the rights to live stream the March 31, 2024 heavyweight title fight between Frazier Clarke and Fabio Wardley. The live stream was available to view for free for millions of sports fans in Africa, via the Sports.com website.

The live streaming event is the result of a partnership between Sports.com, BOXXER, the fast-growing UK boxing promotional company, and Sky Sports in the UK and Ireland. Sports.com had entered into an agreement with BOXXER to provide live coverage through the Sports.com platform in Africa, via local telecom partners such as Vodacom, which will provide free access to millions of viewers.

This partnership underscores Sports.com’s commitment to bringing inclusivity, innovation, and entertainment to sports. To view the live streaming event on Sports.com, African-based sports fans were able to sign up via local mobile operators to watch the fight on the Sports.com platform. Sports.com’s strategic intent is to provide more such content to sports fans in underserved markets including those in the Middle East and Africa.

On April 1, 2024, Lottery.com resumed its sweepstakes offerings through its partnership with the WinTogether.org foundation (DBA: DonateTo.Win). The initial sweepstakes will be active until at least September 30, 2024.

On April 22, 2024, the Company, by and through its outside legal counsel, issued a cease and desist notice to PR Fire Limited, a U.K. based firm and Mr. Samuel Allcock, its CEO, for unlawful attempts to manipulate the public markets by disseminating false and misleading statements about the Company, its current officers and directors in certain articles caused to be published by PR Fire Limited. The Company’s outside legal counsel reported the matter to the proper authorities.

On April 24, 2024, the Company, by and through its outside legal counsel, issued a cease and desist notice to certain individuals and entities in participation with a common scheme and acting in concert to financial harm to the Company by privately and publicly disseminating false and misleading statements about the Company, its current officers and directors. The Company’s outside legal counsel reported the matter to the proper authorities.

On April 29, 2024, the Board of Directors of the Company approved the addition of Mr. Warren Macal as a member of the Company’s Board of Directors. Macal’s nomination follows the December 2023 $18 million investment commitment from Prosperity Investment Management subject to due diligence.

Loss Per Share (Details Narrative) - shares	12 Months Ended
Loss Per Share (Details Narrative) - shares	Dec. 31, 2023	Dec. 31, 2021
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	10,456	17,283
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	23,417	191,622
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	24,415	193,465
Earn Out Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	250,000	86,301
Unit Purchase Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares	87,500	30,206
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive, shares		100,639

Schedule of Intangible Assets Acquired (Details)	Dec. 31, 2023 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 Licenses [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

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Repayment of notes payable	$ 53,000			$ 4,700
Loans outstanding		$ 13,000	$ 13,000
Reimbursement expenses		53,000	$ 440,000
Settlement of outstanding obligations	$ 316,919
Service Agreement [Member[ \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capital expenditure		100,000
Reimbursement expenses		$ 5,000

Consolidated Statements of Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2021	$ 94,000,253	$ 2,513	$ 239,406,387	$ (148,188,138)	$ (655)	$ 91,220,107	$ 2,780,092
Balance, shares at Dec. 31, 2021	2,512,815	2,512,816
Issuance of common stock upon stock option exercise	$ (54)	$ 3	(57)			(54)
Issuance of common stock upon stock option exercise, shares	3,006	3,006
Issuance of common stock for legal settlement	$ 241,740	$ 3	241,737			241,740
Issuance of common stock for legal settlement, shares		3,000
Stock based compensation	27,949,257	$ 8	27,949,249			27,949,257
Stock based compensation, shares		8,224
Other comprehensive loss	4,277				4,277	4,277
Comprehensive loss	(60,378,988)			(59,999,072)		(59,999,072)	(379,916)
Balance at Dec. 31, 2022	$ 61,816,485	$ 2,527	267,597,370	(208,187,210)	3,622	59,416,309	2,400,176
Balance, shares at Dec. 31, 2022	2,527,045	2,527,045
Stock based compensation	$ 2,093,549	$ 350	2,093,199			2,093,549
Stock based compensation, shares		350,000
Other comprehensive loss	(70,273)				(70,273)	(70,273)
Comprehensive loss	(25,809,928)			(25,537,315)		(25,537,315)	(272,612)
Prior period adjustments made to accumulated deficit	(1,413,548)			(1,381,681)	(25,016)	(1,406,413)	(7,135)
Balance at Dec. 31, 2023	$ 36,616,002	$ 2,877	$ 269,690,569	$ (235,106,206)	$ (91,667)	$ 34,495,573	$ 2,120,429
Balance, shares at Dec. 31, 2023	2,877,045	2,877,045

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year ended December 31, 2022
	2023			2022

Comprehensive net loss attributable to stockholders	$	(25,537,315	)	$	(59,999,072	)

Weighted average common shares outstanding
Basic and diluted		2,596,493			2,522,175

Net loss per common share
Basic and diluted	$	(9.84	)	$	(23.79	)

Business Combination (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
Business Combination (Details Narrative) - USD ($)	Oct. 29, 2021	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Jun. 30, 2021
Business Acquisition [Line Items]
Repayment of notes payable		$ 53,000			$ 4,700
Number of eligible earnout shares			350,000	3,000
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent			20.00%
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Gross acquirees			$ 13,215,842
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent			80.00%
Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares				150,000
Common Stock [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			87,500
AutoLotto [Member] \| Series B Convertible Notes [Member]
Business Acquisition [Line Items]
Convertible Notes nayable	$ 63,800,000
Auto Lotto LLC [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	488,225
Gross proceeds	$ 42,794,000
Business acquisition, transaction costs	9,460,000
Repayments of debt	11,068,000
Repayment of notes payable	5,475,000
Accrued underwriter fees	$ 5,593,000
Auto Lotto LLC [Member] \| Common Stock [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares	300,000
Auto Lotto LLC [Member] \| Series B Convertible Notes [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	164,426
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
AutoLotto [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	3.0058
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
TDAC Founders [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares				100,000
TDAC Founders [Member] \| Common Stock [Member] \| Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares	200,000

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, 2023	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022	Oct. 01, 2021	Aug. 31, 2020	Jun. 29, 2020	Aug. 28, 2018
Short-Term Debt [Line Items]
Balance on notes payable					$ 2,601,370			$ 2,601,370
Convertible Debt						$ 81,464
Secured Convertible Note [Member]
Short-Term Debt [Line Items]
Principal amount					935,000
Secured convertible note, shares			69,910
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			771,500
Balance on notes payable								771,500
Interest expense, debt					318,909
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
Debt instrument, interest rate, effective percentage							8.00%
Additional principal amount						$ 3,552,114
Loss on extinguishment						71,812
Convertible notes	$ 185,095
Convertible notes shares	488,226
Accrued interest					64,799			49,992
Series B Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible Debt						$ 0
PPP Loan [Member]
Short-Term Debt [Line Items]
Debt instrument, description		the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provided 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 were forgivable after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintained 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					5,253			3,764
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
Debt instrument, interest rate, effective percentage									4.10%
Accrued interest					$ 242,381			$ 164,846

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2. Significant Accounting Policies

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.

In connection with 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 $235.1 million and working capital of approximately negative $7.5 million on December 31, 2023. For the year ending December 31, 2023, the Company sustained a net loss of $25.5 million. The Company sustained a loss from operations of $55.9 million and $53.0 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 United Capital Investments Ltd. (“UCIL”) on July 21, 2023, 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 the business plan for the relaunch of its core business, the successful monetization of Sports.com, and keep expenditures in line with available operating capital. 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 Interest

Non-controlling interest represents 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 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 $13,356 at May 22, 2024 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, 2023 and 2022, 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, 2023 and December 31, 2022.

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 increased its allowance for uncollectible receivables as of December 31, 2023 by $10,000. At December 31, 2023 and December 31, 2022 the allowance for uncollectible receivables was $84,520. 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 $19,020,159 and $19,409,323 for the years ended December 31, 2023 and 2022, 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”.

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 on 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, 2023 and 2022 were approximately $377,000 and $1,261,000 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 2020 through 2023 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 2019 through 2023 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.

Schedule of Basic and Diluted Net Income Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss per common share
Comprehensive net loss attributable to stockholders	$ (25,537,315)	$ (59,999,072)
Weighted average common shares outstanding
Basic	2,596,493	2,522,175
Diluted	2,596,493	2,522,175
Net loss per common share
Basic	$ (9.84)	$ (23.79)
Diluted	$ (9.84)	$ (23.79)

- Definition

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

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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Note 12. 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 Twenty-Two Thousand Five Hundred (22,500). 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 616,518 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, 2023, the Company has not granted awards under the 2021 Plan.

2023 Equity Incentive Plan

On October 10, 2023, the Board adopted the Lottery.com 2023 Employees’ Directors’ and Consultants Stock Issuance and Option Plan (the “2023 Plan”) under which 500,000 shares of Class A common stock were initially reserved for issuance. The 2023 Plan allows for the issuance of incentive and non-qualified stock options, and restricted stock. As of December 31, 2023, the Company had awarded 350,000 shares under the 2023 Plan.

Stock Options

The Company did not issue any new stock options during the years ended December 31, 2023 and 2022. The following table shows stock option activity for the years ended December 31, 2023 and 2022:

												Weighted
										Weighted		Average
	Shares			Outstanding			Average			Remaining		Aggregate
	Available			Stock			Exercise			Contractual		Intrinsic
	for Grant			Awards			Price			Life (years)		Value
Outstanding at December 31, 2021		13,461			17,283		$	19.40			4.4	$	2,061,303
Granted		-			-			-			-
Exercised		-			(3,006	)		(13.40	)		-
Forfeited/cancelled		(3,006	)		3,006			13.40			-
Outstanding at December 31, 2022		10,455			17,283			8.20			3.4		944,544
Granted		-			-			-			-
Exercised		-			-			-			-
Forfeited/cancelled (uncancelled)		-			-			-			-
Outstanding at December 31, 2023		10,455			17,283		$	8.20			2.4	$	944,544

Stock-based compensation expense related to the employee options was $0 for the year ended December 31, 2023, and 2022.

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 191,622 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, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $0.

The Company had restricted stock activity summarized as follows:

				Weighted
				Average
	Number of			Grant
	Shares			Fair Value
Outstanding at December 31, 2021		191,622		$	295.00
Granted		-			-
Vested		-			-
Forfeited/cancelled		-			-
Restricted shares unvested at December 31, 2022		191,622		$	295.00

Outstanding at December 31, 2022		191,622		$	295.00
Granted		350,000			2.91
Vested		398,590			2.91
Forfeited/cancelled		(143,032	)		-
Restricted shares unvested at December 31, 2023		-		$	-

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 6,987,474	$ 6,779,057
Cost of revenue	5,666,544	4,310,750
Gross profit	1,320,930	2,468,307
Operating expenses:
Personnel costs	4,570,206	37,114,485
Professional fees	6,741,837	6,613,546
General and administrative	9,484,681	9,012,673
Depreciation and amortization	5,691,322	5,601,374
Total operating expenses	26,488,046	58,261,086
Loss from operations	(25,167,116)	(55,873,771)
Other expenses
Interest expense	376,110	764,839
Other expense	136,429	3,721,291
Total other expenses, net	512,539	4,486,130
Net loss before income tax	(25,679,655)	(60,359,901)
Income tax expense (benefit)	60,000	23,364
Net loss	(25,739,655)	(60,383,265)
Other comprehensive loss
Foreign currency translation adjustment, net	(70,273)	4,277
Comprehensive loss	(25,809,928)	(60,378,988)
Net income attributable to noncontrolling interest	272,613	379,916
Net loss attributable to Lottery.com Inc.	$ (25,537,315)	$ (59,999,072)
Net loss per common share
Net loss per common share, basic	$ (9.84)	$ (23.79)
Net loss per common share, diluted	$ (9.84)	$ (23.79)
Weighted average common shares outstanding
Weighted average common shares outstanding, basic	2,596,493	2,522,175
Weighted average common shares outstanding, diluted	2,596,493	2,522,175

Schedule of Depreciation of Property and Equipment (Details)	Dec. 31, 2023
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

Write-Off of Goodwill and Intangibles

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Write-Off of Goodwill and Intangibles

Note 8. Write-Off of Goodwill and Intangibles

As required by ASC 350 Intangibles – Goodwill and Other Impairment and ASC 360 – Impairment Testing: Long-Lived Assets, in connection with preparing the consolidated financial statements for the period ended December 31, 2023, management conducted a review as to whether there are conditions or circumstances that may indicate the impairment of its long-lived assets, goodwill and other indefinite-lived intangible assets.

The Company reviewed the goodwill and intangibles acquired in the acquisitions of TinBu, LLC and Global Gaming Enterprises, Inc., the domain names and software purchased from third parties, and software developed in-house. Each of TinBu, Global Gaming, and Lottery.com is considered a reporting unit for application of the annual review for potential impairment.

The company performed a valuation of each of the reporting units described above, using discounted cash flow methodologies and estimates of fair market value. Given the results of the quantitative assessment, the company determined that the goodwill for the TinBu and Global Gaming reporting units was impaired. For the year ended December 31, 2023, the company recognized goodwill impairment charges of $5.65 million for the TinBu reporting unit and $1.06 million for the Global Gaming reporting unit. The total impairment charges related to goodwill were $6.71 million. In addition, it was determined that there was an impairment of certain intangible assets related to Global Gaming. For the year ended December 31, 2023, the Company recorded impairment charges of $488 thousand to trade names and trademarks and $312 thousand to technology acquired from Global Gaming. The total impairment charges to intangible assets were $800 thousand.

Additionally, in connection with completion of the tax provision for 2023, a transaction which had been recorded for the year ended December 31, 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income”. This approach improperly accelerated the effects of future amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance for deferred taxes which is not in compliance with GAAP. At that time, the Company recorded an increase to goodwill for Global Gaming and an income tax benefit each in the amount of $1,653,067. We have reversed this transaction by reducing goodwill for Global Gaming by $1,653,067 and have increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.

Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity Controlling Interest

Stockholders’ Equity

Note 11. Stockholders’ Equity

Reverse Split

On August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. Stockholders who would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable. The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders on August 7, 2023 and was subsequently approved by the Board of Directors on August 7, 2023.

The effects of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and in all subsequent reports for all periods presented.

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, 2023, 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, 2023 and December 31, 2022, 2,877,045 and 2,527,045 shares of Common Stock, post reverse stock split, respectively, were outstanding. During the year ended December 31, 2022, the Company issued the following shares of common stock. No similar issuances occurred in 2023.

Schedule of Common Stock

As of December 31, 2021			2,512,815
Issuance of Common Stock for legal settlement			3,000
Exercise of options (Note 11)			3,006
Restricted stock award			8,224
As of December 31, 2022			2,527,045
Issuance of common stock			350,000
As of December 31, 2023			2,877,045

Public Warrants

The Public Warrants became exercisable 30 days after the Closing; 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 $320.00 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.

After giving effect to the Business Combination, as of December 31, 2023 there were Public Warrants outstanding for the issuance of 1,006,250 shares of common stock of the Company, which total includes previously issued warrants of AutoLotto, now warrants of Lottery.com Inc., which are exercisable for the purchase of an aggregate of 19,784 shares of common stock of the Company.

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 87,500 Units exercisable at $240.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination. The 87,500 Units represents the right to purchase 87,500 shares of common stock and 87,500 warrants to purchase 87,500 shares of common stock. The unit purchase option, which was exercisable for cash or on a cashless basis, at the holder’s option, expired on May 29, 2023. The Units issuable upon exercise of this option were 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, 2023 all of the 87,500 Units have been forfeit.

Common Stock Warrants

The Company did not issue any warrants during the years ended December 31, 2023 and 2022. All 24,415 outstanding warrants are fully vested and have a weighted average remaining contractual life of 2.7 years. The Company did not incur any expense for the year ended December 31, 2023 and 2022.

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Life (years)		Value
Outstanding at December 31, 2021		19,784	$	2.20		4.0	$	272,638
Granted		4,631		151.20		3.8		0
Exercised		-		-		-
Forfeited/cancelled		-		-		-
Outstanding at December 31, 2022		24,415		0.11		2.8		1,200,387
Granted		-		-		-
Exercised		-		-		-
Forfeited/cancelled		-		-		-
Outstanding at December 31, 2023		24,415	$	0.11		1.8	$	1,200,387

Beneficial Conversion Feature - Convertible Debt

As detailed in Note 10 - 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. Conditions for the earnout were not met and the potential earnout shares were forfeited on December 31, 2022.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity Controlling Interest

Schedule of Common Stock

As of December 31, 2021			2,512,815
Issuance of Common Stock for legal settlement			3,000
Exercise of options (Note 11)			3,006
Restricted stock award			8,224
As of December 31, 2022			2,527,045
Issuance of common stock			350,000
As of December 31, 2023			2,877,045

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, 2021		19,784	$	2.20		4.0	$	272,638
Granted		4,631		151.20		3.8		0
Exercised		-		-		-
Forfeited/cancelled		-		-		-
Outstanding at December 31, 2022		24,415		0.11		2.8		1,200,387
Granted		-		-		-
Exercised		-		-		-
Forfeited/cancelled		-		-		-
Outstanding at December 31, 2023		24,415	$	0.11		1.8	$	1,200,387

Beneficial Conversion Feature - Convertible Debt

Earnout Shares

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

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 Restricted Stock Awards Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant forfeited cancelled		(3,006)
Share-Based Payment Arrangement, Option [Member] \| 2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant beginning balance	10,455	13,461
Outstanding stock awards beginning balance	17,283	17,283
Weighted average exercise price beginning balance	$ 8.20	$ 19.40
Weighted average remaining contractual life years	2 years 4 months 24 days	3 years 4 months 24 days	4 years 4 months 24 days
Aggregate intrinsic value, beginning balance	$ 944,544	$ 2,061,303
Shares available for grant, granted
Outstanding stock awards, granted
Weighted average exercise price granted
Shares available for grant forfeited cancelled
Outstanding stock awards, exercised		(3,006)
Weighted average exercise price exercised		$ (13.40)
Shares available for grant forfeited cancelled		(3,006)
Outstanding stock awards, forfeited cancelled		3,006
Weighted average exercise price forfeited cancelled		$ 13.40
Shares available for grant beginning balance	10,455	10,455	13,461
Aggregate intrinsic value, beginning balance	$ 944,544	$ 944,544	$ 2,061,303
Restricted Stock [Member] \| 2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for nonvested, beginning balance	191,622	191,622
Weighted average grant fair value, beginning balance	$ 295.00	$ 295.00
Shares available for nonvested, granted	350,000		191,622
Weighted average grant fair value, beginning balance	$ 2.91
Shares available for nonvested, vested	398,590
Weighted average grant fair value,vested	$ 2.91
Shares available for nonvested, forfeited	143,032
Weighted average grant fair value, forfeited
Shares available for nonvested, ending balance		191,622	191,622
Weighted average grant fair value, ending balance		$ 295.00	$ 295.00
Shares available for nonvested, forfeited	(143,032)

Notes Receivable (Details Narrative) - Secured Promissory Note [Member]	Mar. 22, 2022 USD ($)
Short-Term Debt [Line Items]
Debt instrument term	3 years
Principal amount	$ 2,000,000
Interest rate	3.10%
Principal outstanding	$ 2,000,000

Schedule of Restatements on Previously Reported Financial Statements (Details) - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

ASSETS

Cash

$ 359,826

$ 102,766

Accounts receivable

24,241

208,647

Prepaid expenses

19,020,159

19,409,323

Other current assets

907,632

718,550

Notes receivable

2,000,000

Investments

250,000

Goodwill

11,227,491

19,590,758

$ 1,653,067

Intangible assets, net

17,681,874

23,982,445

Property and equipment, net

21,309

108,078

Other long term assets

12,884,686

13,009,686

Total assets

64,377,218

79,380,253

LIABILITIES AND STOCKHOLDERS’ EQUITY

Trade payables

7,991,802

7,607,633

Deferred revenue

357,143

464,286

Notes payable – current

6,026,669

3,755,676

Accrued interest

858,875

484,172

Accrued and other expenses

11,359,616

4,626,973

Other liabilities

1,167,111

625,028

Total current liabilities

27,761,216

17,563,768

Total liabilities

27,761,216

17,563,768

Common Stock

2,877

2,527

Additional paid in capital

269,690,569

267,597,370

Accumulated other comprehensive loss

(91,667)

3,622

Accumulated deficit

(235,106,206)

(208,187,210)

Noncontrolling interest

2,120,429

2,400,176

Total Equity

36,616,002

61,816,485

94,000,253

Total liabilities and stockholders’ equity

64,377,218

79,380,253

Revenue

6,987,474

6,779,057

Cost of revenue

5,666,544

4,310,750

Gross profit

1,320,930

2,468,307

Gross margin

1,320,930

2,468,307

Operating expenses:

26,488,046

58,261,086

Loss from operations

(25,167,116)

(55,873,771)

(53,000,000.0)

Loss from operations

(25,167,116)

(55,873,771)

(53,000,000.0)

Net loss before income tax

(25,679,655)

(60,359,901)

Income tax benefit

60,000

23,364

1,653,067

Net loss

(25,739,655)

(60,383,265)

Other comprehensive loss

Foreign currency translation adjustment, net

(70,273)

4,277

Comprehensive loss

(25,809,928)

(60,378,988)

Net income attributable to noncontrolling interest

272,613

379,916

Net income attributable to noncontrolling interest

(272,613)

(379,916)

Net loss attributable to Lottery.com Inc.

$ (25,537,315)

$ (59,999,072)

Net loss per common share

Net loss per common share, basic

$ (9.84)

$ (23.79)

Net loss per common share, diluted

$ (9.84)

$ (23.79)

Weighted average common shares outstanding

Weighted average common shares outstanding, basic

2,596,493

2,522,175

Weighted average common shares outstanding, diluted

2,596,493

2,522,175

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

$ (25,537,315)

$ (59,999,072)

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

Net income attributable to noncontrolling interest

279,747

(379,916)

Depreciation and amortization

5,691,379

5,601,374

Stock-based compensation expense

2,093,199

27,949,257

Changes in assets & liabilities:

Accounts receivable

184,406

(129,465)

Prepaid expenses

389,164

3,487,315

Other current assets

(189,082)

(492,351)

Other current assets

189,082

492,351

Trade payables

384,169

6,601,098

Deferred revenue

(107,143)

(698,049)

Accrued interest

374,703

307,912

Accrued interest

(374,703)

(307,912)

Accrued and other expenses

6,982,419

210,805

Other liabilities

542,083

625,028

Other long term assets

(1,169)

Net cash used by operating activities

(2,109,222)

(31,272,729)

Net cash provided by operating activities

(2,109,222)

(31,272,729)

Cash flow from investing activities

Net cash used in investing activities

(1,252,088)

Cash flow from financing activities

Proceeds from issuance of notes payable

2,270,993

Net cash provided by financing activities

2,270,993

(15,664)

Effect of exchange rate changes on cash

95,289

4,277

Net change in net cash and restricted cash

257,060

(32,536,204)

Cash and restricted cash at beginning of period

102,766

32,638,970

Cash and restricted cash at end of period

359,826

102,766

32,638,970

Deferred tax liabilities

1,600,000

Convertible debt

81,464

State taxes expense

State and Local Jurisdiction [Member]

Cash flow from financing activities

State taxes expense

60,000

Maximum [Member]

Cash flow from financing activities

Convertible debt

$ 48,925

Previously Reported [Member]

ASSETS

359,826

24,241

19,020,159

825,948

2,000,000

250,000

12,880,558

Intangible assets, net

17,681,874

Property and equipment, net

21,309

Other long term assets

12,884,686

Total assets

65,948,601

LIABILITIES AND STOCKHOLDERS’ EQUITY

Trade payables

8,009,534

Deferred revenue

357,143

Notes payable – current

6,075,594

Accrued interest

867,236

Accrued and other expenses

11,519,474

Other liabilities

1,070,233

Total current liabilities

27,899,214

Total liabilities

27,899,214

Common Stock

2,877

Additional paid in capital

269,690,569

Accumulated other comprehensive loss

(144,729)

Accumulated deficit

(233,759,640)

Noncontrolling interest

2,260,310

Total Equity

38,049,387

Total liabilities and stockholders’ equity

65,948,601

6,482,638

5,545,531

937,107

937,107

25,119,831

(24,182,724)

(24,182,724)

Net loss before income tax

(24,702,722)

Income tax benefit

Net loss

(24,702,722)

Other comprehensive loss

Foreign currency translation adjustment, net

(34,256)

Comprehensive loss

(24,736,978)

Net income attributable to noncontrolling interest

(72,227)

Net income attributable to noncontrolling interest

72,227

Net loss attributable to Lottery.com Inc.

$ (24,664,751)

Net loss per common share

Net loss per common share, basic

$ (9.12)

Net loss per common share, diluted

$ (9.12)

Weighted average common shares outstanding

Weighted average common shares outstanding, basic

2,704,032

Weighted average common shares outstanding, diluted

2,704,032

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

$ (24,664,751)

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

Net income attributable to noncontrolling interest

(72,227)

Depreciation and amortization

4,498,477

Stock-based compensation expense

2,093,199

Loss on impairment of intangibles

7,510,000

Changes in assets & liabilities:

(184,406)

(389,164)

107,398

(107,398)

401,901

(107,143)

(383,064)

383,064

Accrued and other expenses

6,892,501

Other liabilities

445,205

Other long term assets

125,000

Prior period adjustments to Accumulated Deficit

^[1]

Net cash used by operating activities

(2,028,602)

Net cash provided by operating activities

(2,028,602)

Cash flow from investing activities

Net cash used in investing activities

Cash flow from financing activities

Proceeds from issuance of notes payable

2,319,918

Net cash provided by financing activities

2,319,918

Effect of exchange rate changes on cash

(34,256)

Net change in net cash and restricted cash

257,060

Cash and restricted cash at beginning of period

102,766

Cash and restricted cash at end of period

359,826

102,766

Revision of Prior Period, Reclassification, Adjustment [Member]

ASSETS

^[2]

81,684

Notes receivable

Investments

Goodwill

^[3]

(1,653,067)

Intangible assets, net

Property and equipment, net

Other long term assets

Total assets

^[2],[3]

(1,571,383)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Trade payables

^[4]

(17,732)

Deferred revenue

Notes payable – current

^[5]

(48,925)

Accrued interest

(8,361)

Accrued and other expenses

^[6]

(160,426)

Other liabilities

^[7]

96,878

Total current liabilities

(138,566)

Total liabilities

^[4],[7]

(138,566)

Common Stock

Additional paid in capital

Accumulated other comprehensive loss

^[8],[9]

53,062

Accumulated deficit

^[2],[9]

1,346,566

Noncontrolling interest

^[9],[10]

(139,881)

Total Equity

^[2],[9]

1,432,817

Total liabilities and stockholders’ equity

(1,571,383)

ASSETS

359,826

24,241

19,020,159

907,632

2,000,000

250,000

11,227,491

Intangible assets, net

17,681,874

Property and equipment, net

21,309

Other long term assets

12,884,686

Total assets

64,377,218

LIABILITIES AND STOCKHOLDERS’ EQUITY

Trade payables

7,991,802

Deferred revenue

357,143

Notes payable – current

6,026,669

Accrued interest

858,875

Accrued and other expenses

11,359,048

Other liabilities

1,167,111

Total current liabilities

27,760,648

Total liabilities

27,760,648

Common Stock

2,877

Additional paid in capital

269,690,569

Accumulated other comprehensive loss

(91,667)

Accumulated deficit

(235,106,206)

Noncontrolling interest

2,120,429

Total Equity

36,616,002

Total liabilities and stockholders’ equity

64,377,218

6,987,474

5,666,544

1,320,930

1,320,930

26,488,046

(25,167,116)

(25,167,116)

Net loss before income tax

(25,679,655)

Income tax benefit

60,000

Net loss

(25,739,655)

Other comprehensive loss

Foreign currency translation adjustment, net

(70,273)

Comprehensive loss

(25,809,928)

Net income attributable to noncontrolling interest

(272,613)

Net income attributable to noncontrolling interest

272,613

Net loss attributable to Lottery.com Inc.

$ (25,537,315)

Net loss per common share

Net loss per common share, basic

$ (9.84)

Net loss per common share, diluted

$ (9.84)

Weighted average common shares outstanding

Weighted average common shares outstanding, basic

2,596,493

Weighted average common shares outstanding, diluted

2,596,493

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

$ (25,537,315)

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

Net income attributable to noncontrolling interest

279,747

Depreciation and amortization

5,691,379

Stock-based compensation expense

2,093,199

Loss on impairment of intangibles

6,710,200

Changes in assets & liabilities:

(184,406)

(389,164)

189,082

(189,082)

384,169

(107,143)

(374,703)

374,703

Accrued and other expenses

6,982,419

Other liabilities

542,083

Other long term assets

125,000

Prior period adjustments to Accumulated Deficit

^[1]

(32,151)

Net cash used by operating activities

(2,109,222)

Net cash provided by operating activities

(2,109,222)

Cash flow from investing activities

Net cash used in investing activities

Cash flow from financing activities

Proceeds from issuance of notes payable

2,270,993

Net cash provided by financing activities

2,270,993

Effect of exchange rate changes on cash

95,289

Net change in net cash and restricted cash

257,060

Cash and restricted cash at beginning of period

102,766

Cash and restricted cash at end of period

359,826

$ 102,766

Revision of Prior Period, Adjustment [Member]

LIABILITIES AND STOCKHOLDERS’ EQUITY

Revenue

^[9],[11]

504,836

Cost of revenue

^[9],[12]

121,013

Gross profit

^[9],[13]

383,823

Gross margin

^[9],[13]

383,823

Operating expenses:

^[9]

1,368,215

Loss from operations

^[9]

(984,382)

Loss from operations

^[9]

(984,382)

Income tax benefit

^[9]

60,000

Other comprehensive loss

Foreign currency translation adjustment, net

^[9],[14]

36,017

Net income attributable to noncontrolling interest

^[9],[15]

(200,386)

Net income attributable to noncontrolling interest

^[9],[15]

200,386

Net loss attributable to Lottery.com Inc.

^[9],[15]

(872,564)

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

^[9],[15]

(872,564)

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

Net income attributable to noncontrolling interest

^[9],[15]

351,974

Depreciation and amortization

^[9],[15]

1,192,902

Loss on impairment of intangibles

^[3]

(799,800)

Changes in assets & liabilities:

Other current assets

^[2]

81,684

Other current assets

^[2]

(81,684)

Trade payables

^[4]

(17,732)

Accrued interest

8,361

Accrued interest

(8,361)

Accrued and other expenses

^[6]

89,918

Other liabilities

^[7]

96,878

Prior period adjustments to Accumulated Deficit

32,151

Net cash used by operating activities

80,620

Net cash provided by operating activities

80,620

Cash flow from financing activities

Proceeds from issuance of notes payable

^[5]

48,925

Effect of exchange rate changes on cash

$ 129,545

[1]	In connection with completion of the tax provision for the year ended December 31, 2023, it was determined that: there would be state taxes owed to Texas in connection with the lottery ticket sales that occurred in April; there may be taxes owed to other states; the existence of multiple legal entities appears to result in state taxes being owed by more than one entity from a consolidated perspective. As a result, we recorded an estimate of $60,000 as an expense for state taxes and as an addition to accrued taxes payable.
[2]	After reexamination of funding provided by UCIL, it was determined that payments made by UCIL for deposits toward the acquisition of Nook had not been recorded by the Company. Such payments have been recorded as an asset for deposits for acquisition and as an increase to the balance of the convertible note owed to UCIL.
[3]	In connection with completion of the tax provision for 2023, a transaction which had been recorded in 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income”. This approach improperly accelerated the effects of future amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance for deferred taxes which is not in compliance with GAAP. At that time, the Company recorded an increase to goodwill for Global Gaming and an income tax benefit each in the amount of $1,653,067. We have reversed this transaction by reducing goodwill for Global Gaming by $1,653,067 and have increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.
[4]	In connection with a review of UCIL, it was also determined that UCIL had paid the open balance owed to two vendors. The correction recorded was a decrease to accounts payable and an increase to the loan from UCIL.
[5]	Woodford Debt
[6]	In connection with additional review of balance sheet accounts, it was determined that certain items had been over accrued. As a result, we reduced accrued and other expenses.
[7]	Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities.
[8]	A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7.
[9]	After the 10-K for the year ended December 31, 2023 was filed, it was determined that an error had occurred in consolidating results of operations such that only the fourth quarter of 2023 had been included for Global Gaming and the first through third quarters for Global Gaming were inadvertently omitted. It was also determined that there were some issues with calculations and exchange rates and related to non-controlling interest. These issues were corrected by:
[10]	A correction was made to non-controlling interest in connection with the changes described here in item 7.
[11]	Increasing revenue to include the first through third quarters of 2023 for Global Gaming.
[12]	Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming.
[13]	The effect of 7.a. and 7.b was a net increase to gross margin
[14]	A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7.
[15]	A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7.

Stockholders’ Equity (Details Narrative) - USD ($)		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 01, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity, reverse stock split, description		the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share
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		$ 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
Share price		$ 320.00
Number of trading days		20 days
[custom:PurchaseAggregateShares-0]				19,784
Shares purchased		350,000	3,000
Number of shares outstanding		24,415	24,415
Average useful life		2 years 8 months 12 days	2 years 8 months 12 days
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 8,480,697
Debt Instrument, Unamortized 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
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding		2,877,045	2
Number of warrants to purchase		87,500
Shares purchased		87,500
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
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase		1,006,250
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share unit exercisable	87,500
Price per unit	$ 240.00
Aggregate exercise price	$ 21,000,000
Cash payment		$ 100
Shares vested		87,500

Restatement of Financial Statements (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Schedule of Restatements on Previously Reported Financial Statements

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

LOTTERY.COM INC.

CONSOLIDATED BALANCE SHEETS (RESTATED)

	Reported			Impacts				Restated
	Fiscal Year Ended December 31, 2023
	As Previously							As
	Reported			Adjustments				Restated
ASSETS
Cash	$	359,826		$	-			$	359,826
Accounts receivable		24,241			-				24,241
Prepaid expenses		19,020,159			-				19,020,159
Other current assets		825,948			81,684⁽¹⁾		(1)		907,632
Notes receivable		2,000,000			-				2,000,000
Investments		250,000			-				250,000
Goodwill		12,880,558			(1,653,067⁽²⁾	)	(2)		11,227,491
Intangible assets, net		17,681,874			-				17,681,874
Property and equipment, net		21,309			-				21,309
Other long term assets		12,884,686			-				12,884,686
Total Assets	$	65,948,601		$	(1,571,383⁽¹⁾⁽²⁾	)	(1)(2)	$	64,377,218

LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables		8,009,534			(17,732⁽³⁾	)	(3)		7,991,802
Deferred revenue		357,143			-				357,143
Notes payable – current		6,075,594			(48,925⁽⁴⁾	)	(4)		6,026,669
Accrued interest		867,236			(8,361	)			858,875
Accrued and other expenses		11,519,474			(160,426⁽⁵⁾	)	(5)		11,359,048
Other liabilities		1,070,233			96,878⁽⁶⁾		(6)		1,167,111
Total current liabilities		27,899,214			(138,566	)			27,760,648
Total liabilities		27,899,214			(138,566^{(3) to (6)}	)	(3) to (6)		27,760,648
Common Stock		2,877			-				2,877
Additional paid in capital		269,690,569			-				269,690,569
Accumulated other comprehensive loss		(144,729	)		53,062		(7e)		(91,667	)
Accumulated deficit		(233,759,640	)		1,346,566^{(1) to (7)}		(1) to (7)		(235,106,206	)
Noncontrolling interest		2,260,310			(139,881	)	(7f)		2,120,429
Total Lottery.com Inc. stockholders’ equity		38,049,387			1,432,817^{(1) to (7)}		(1) to (7)		36,616,002
Total liabilities and stockholders’ equity	$	65,948,601		$	(1,571,383	)		$	64,377,218

The accompanying notes are an integral part of these consolidated financial statements.

LOTTERY.COM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (RESTATED)

	2023			Adjustments				2023
	Year Ended December 31,
	2023							2023
	(As Previously Reported)			Adjustments				(As Restated)
Revenue	$	6,482,638			504,836		(7a)	$	6,987,474
Cost of revenue		5,545,531			121,013		(7b)		5,666,544
Gross margin		937,107			383,823		(7c)		1,320,930
Operating expenses:		25,119,831			1,368,215		(7)		26,488,046
Loss from operations		(24,182,724	)		(984,382	)	(7)	$	(25,167,116	)

Net loss before income tax	$	(24,702,722	)		-			$	(25,679,655	)
Income tax expense (benefit)		-			60,000		(8)		60,000
Net Loss	$	(24,702,722	)		-			$	(25,739,655	)
Other comprehensive loss					-
Foreign currency translation adjustment, net		(34,256	)		36,017		(7g)		(70,273	)
Comprehensive loss		(24,736,978	)		-				(25,809,928	)
Net income attributable to noncontrolling interest		72,227			200,386		(7h)		272,613
Net loss attributable to Lottery.com Inc.		(24,664,751	)		-				(25,537,315	)

Net loss per common share
Basic and diluted	$	(9.12	)					$	(9.84	)

Weighted average common shares outstanding
Basic and diluted		2,704,032							2,596,493

The accompanying notes are an integral part of these consolidated financial statements.

LOTTERY.COM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Year Ended December 31,
		2023							2023
		(As Previously
		Reported)			Adjustments				(As Restated)

Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	$	(24,664,751	)	$	(872,564	)	(7a) to (7c)	$	(25,537,315	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest		(72,227	)		351,974		(7h)		279,747
Depreciation and amortization		4,498,477			1,192,902		(7)		5,691,379
Stock-based compensation expense		2,093,199			-				2,093,199
Loss on impairment of intangibles		7,510,000			(799,800	)	(2)		6,710,200

Changes in assets & liabilities:
Accounts receivable		184,406			-				184,406
Prepaid expenses		389,164			-				389,164
Other current assets		(107,398	)		(81,684	)	(1)		(189,082	)
Trade payables		401,901			(17,732	)	(3)		384,169
Deferred revenue		(107,143	)		-				(107,143	)
Accrued interest		383,064			(8,361	)			374,703
Accrued and other expenses		6,892,501			89,918		(5)		6,982,419
Other liabilities		445,205			96,878		(6)		542,083
Other long term assets		125,000			-				125,000
Prior period adjustments to Accumulated Deficit ⁽⁸⁾		0			32,151		(8)		(32,151	)
Net cash provided by operating activities		(2,028,602	)		80,620				(2,109,222	)

Cash flow from investing activities
Net cash used in investing activities		-			-				-

Cash flow from financing activities
Proceeds from issuance of notes payable		2,319,918			48,925		(4)		2,270,993
Net cash provided by financing activities		2,319,918			-		(7g)		2,270,993
Effect of exchange rate changes on cash		(34,256	)		129,545				95,289
Net change in net cash and restricted cash		257,060			-				257,060
Cash and restricted cash at beginning of period		102,766			-				102,766
Cash and restricted cash at end of period		359,826			-				359,826

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

	1.	After reexamination of funding provided by UCIL, it was determined that payments made by UCIL for deposits toward the acquisition of Nook had not been recorded by the Company. Such payments have been recorded as an asset for deposits for acquisition and as an increase to the balance of the convertible note owed to UCIL.
	2.	In connection with completion of the tax provision for 2023, a transaction which had been recorded in 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income”. This approach improperly accelerated the effects of future amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance for deferred taxes which is not in compliance with GAAP. At that time, the Company recorded an increase to goodwill for Global Gaming and an income tax benefit each in the amount of $1,653,067. We have reversed this transaction by reducing goodwill for Global Gaming by $1,653,067 and have increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.
	3.	In connection with a review of UCIL, it was also determined that UCIL had paid the open balance owed to two vendors. The correction recorded was a decrease to accounts payable and an increase to the loan from UCIL.
	4.	Woodford Debt

		a.	a. Upon further review of amounts recorded as convertible debt from Woodford during the first half of 2023 a determination was made that certain amounts had been incorrectly credited to Woodford, and inadvertently recorded as additional operating expenses. This was corrected by reducing the balance for convertible debt from Woodford and reducing operating expenses.
		b.	The item described in (1) above resulted in an increase to convertible debt from UCIL by $81,464.
		c.	The net effect of these corrections was an increase in Convertible debt by $48,925

	5.	In connection with additional review of balance sheet accounts, it was determined that certain items had been over accrued. As a result, we reduced accrued and other expenses.
	6.	Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities.
	7.	After the 10-K for the year ended December 31, 2023 was filed, it was determined that an error had occurred in consolidating results of operations such that only the fourth quarter of 2023 had been included for Global Gaming and the first through third quarters for Global Gaming were inadvertently omitted. It was also determined that there were some issues with calculations and exchange rates and related to non-controlling interest. These issues were corrected by:

		a.	Increasing revenue to include the first through third quarters of 2023 for Global Gaming.
		b.	Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming.
		c.	The effect of 7.a. and 7.b was a net increase to gross margin
		d.	Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming.
		e.	A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7.
		f.	A correction was made to non-controlling interest in connection with the changes described here in item 7.
		g.	A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7.
		h.	A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7.

In connection with completion of the tax provision for the year ended December 31, 2023, it was determined that: there would be state taxes owed to Texas in connection with the lottery ticket sales that occurred in April; there may be taxes owed to other states; the existence of multiple legal entities appears to result in state taxes being owed by more than one entity from a consolidated perspective. As a result, we recorded an estimate of $60,000 as an expense for state taxes and as an addition to accrued taxes payable.

Schedule of Common Stock (Details) - USD ($)	12 Months Ended
Schedule of Common Stock (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Equity Controlling Interest
Balance, shares	2,527,045	2,512,815
Issuance of common stock	350,000	3,000
Exercise of options (Note 11)		3,006
Restricted stock award		$ 8,224
Balance, shares	2,877,045	2,527,045

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023								December 31, 2022
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,350,000	$	(1,006,389	)	$	343,611	$	1,350,000	$	(781,385	)	$	568,615
Trade name	6 years		2,550,000		(1,555,925	)		994,075		2,550,000		(642,222	)		1,907,778
Technology	6 years		3,050,000		(2,257,205	)		792,795		3,050,000		(1,437,778	)		1,612,222
Software agreements	6 years		14,450,000		(8,791,944	)		5,658,056		14,450,000		(5,968,611	)		8,481,389
Gaming license	6 years		4,020,000		(1,675,000	)		2,345,000		4,020,000		(1,005,000	)		3,015,000
Internally developed software	2 - 10 years		2,904,473		(737,053	)		2,167,420		2,192,050		(350,232	)		2,554,241
Domain name	15 years		6,935,000		(1,554,083	)		5,380,917		6,935,000		(1,091,750	)		5,843,250
		$	35,259,473	$	(17,577,599	)	$	17,681,874	$	34,547,050	$	(11,276,978	)	$	23,982,495

Schedule of Estimated Amortization Expense

Estimated amortization expense for years of useful life remaining is as follows: double check future amortization.

Years ending December 31,	Amount
2024	$	4,829,655
2025		4,509,655
2026		2,642,155
2027		1,245,517
Thereafter		4,454,892
Total	$	17,681,874

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018	Dec. 31, 2021
Subsequent Event [Line Items]
Participation interests				$ 285,000,000
Percentage of raffle revenue net				7.00%
Obligation to pay digital securities amount					$ 5,632
Rent expense		$ 61,960	$ 2,434
Subsequent Event [Member]
Subsequent Event [Line Items]
Rent expense	$ 1,669

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and December 31, 2022:

	2023			2022
	Year ended December 31, 2022
	2023			2022

Domestic	$	(25,683,200	)	$	(13,525,998	)
Foreign		3,545			(1,899,580	)
Total		(25,679,655	)		(15,425,578	)

Schedule of Income Tax for Continuing Operations

The provision for income taxes for continuing operations for the year ended December 31, 2023 and 2022 consist of the following

	2023		2022
	Year ended December 31, 2022
	2023		2022
Current Income Taxes
Federal	$	0	$	0
State		60,000		23,364
Foreign		0		0
Total current income taxes		60,000		23,364

Deferred Income Taxes
Federal		-		-
State		-		-
Foreign		-		-
Total deferred income taxes		-		-
Total Income Tax Expense (benefit)	$	60,000	$	23,364

Schedule of Increase in the Valuation Allowance

	2023			2022
	Year ended December 31, 2022
	2023			2022

Tax Expense at statutory federal rate of 21%	$	(5,392,727	)	$	(3,239,371	)
State income taxes, net of federal income tax benefit		60,000			23,364
Foreign Rate Differential		318			-
Permanent Differences		1,203,361			37,919
Other - Misc.
Change in Valuation Allowance		4,189,048			3,201,452
Income tax expense (benefit)		60,000			23,364

Schedule of Deferred Tax Assets and Liabilities

	2023			2022
Long-term deferred tax assets:
Federal Net Operating Loss Carryforwards	$	36,378,116		$	20,145,126
Intangible Assets		1,492,426			(861,317	)
Accrued Compensation & Benefits		863,049			-
Foreign Net Operating Loss Carryforwards		773,134			-
Stock Compensation		-			-
State Net Operating Loss Carryforwards		-			-
Other		19,540			19,540
Total deferred tax assets before valuation allowance		39,526,265			29,214,108
		-			-
Deferred tax liabilities:		-			-
Fixed Assets		316			(46,035	)
Intangible Assets		-			-
Total deferred tax liabilities		316			(46,035	)

Valuation Allowance		(39,525,949	)		(29,260,143	)
Net deferred tax assets and liabilities	$	-		$	-

Business Combination (Tables) - Global Gaming Acquisition [Member]

12 Months Ended

Dec. 31, 2023

Business Acquisition [Line Items]

Schedule of Identified Tangible and Intangible Asset Acquired


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	$	14,155,050

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	$	13,215,842

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

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 16. 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 on December 31, 2023 and December 31, 2022.

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, 2023, the Company had no outstanding related party payables.

Pursuant to the Service Agreement, Master Goblin was 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 was 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 were submitted by Master Goblin to the Company upon Master Goblin securing a lease and leases were only secured by Master Goblin in any location upon request of the Company. Such initial expenses were recorded by the Company as lease obligations. On-going expenses were submitted by Master Goblin to the Company on a monthly basis, subject to offset, and were recorded by the Company as an expense. To the extent Master Goblin had a positive net income in any month, exclusive of the sale of lottery games, such net income reduced or eliminated such reimbursable expenses for that month.

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

The Company paid Master Goblin an aggregate of approximately $53,000 and $440,000, including expense reimbursements under the Service Agreement and additional reimbursable expenses, during the years ended December 31, 2023 and 2022, respectively. In January of 2023, the company paid $53,000 to Master Goblin Games for settlement of outstanding obligations of $316,919 and the parties mutually agreed to terminate the business relationship.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

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 Interest

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, 2023 and December 31, 2022.

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, 2023 and 2022 were approximately $377,000 and $1,261,000 respectively.

Income Taxes

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

Fair Value of Financial Instruments

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

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

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

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

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

Fair value of stock options and warrants

Recent Accounting Pronouncements

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	$ (25,537,315)	$ (59,999,072)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest	279,747	(379,916)
Depreciation and amortization	5,691,379	5,601,374
Stock-based compensation expense	2,093,199	27,949,257
Loss on impairment of goodwill and intangibles	6,710,200	412,450
Issuance of common stock for legal settlement		214,740
Changes in assets & liabilities:
Accounts receivable	184,406	(129,465)
Prepaid expenses	389,164	3,487,315
Notes Receivable		(2,000,000)
Other current assets	(189,082)	(492,351)
Trade payables	384,169	6,601,098
Deferred revenue	(107,143)	(698,049)
Accrued interest	374,703	307,912
Accrued and other expenses	6,982,419	210,805
Other liabilities	542,083	625,028
Other long-term assets	125,000	(13,009,686)
Other long-term liabilities		(1,169)
Prior period adjustments to Accumulated Deficit	(32,151)
Net cash used by operating activities	(2,109,222)	(31,272,729)
Cash flow from investing activities
Purchases of property and equipment		(127,265)
Purchases of intangible assets		(1,124,823)
Net cash used in investing activities		(1,252,088)
Cash flow from financing activities
Proceeds from issuance of notes payable	2,270,993
Payments on notes payable - related parties		(15,664)
Net cash provided by financing activities	2,270,993	(15,664)
Effect of exchange rate changes on cash	95,289	4,277
Net change in net cash and restricted cash	257,060	(32,536,204)
Cash and restricted cash at beginning of period	102,766	32,638,970
Cash and restricted cash at end of period	359,826	102,766
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash		483,582
Taxes paid in cash

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	2,877,045	2,527,045
Common stock, shares outstanding	2,877,045	2,527,045

Loss Per Share

12 Months Ended

Dec. 31, 2023

Net loss per common share

Loss Per Share

Note 13. Loss Per Share

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


	Year ended December 31, 2022
	2023			2022

Comprehensive net loss attributable to stockholders	$	(25,537,315	)	$	(59,999,072	)

Weighted average common shares outstanding
Basic and diluted		2,596,493			2,522,175

Net loss per common share
Basic and diluted	$	(9.84	)	$	(23.79	)

As of December 31, 2023, the Company excluded 10,456 stock options, 23,417 restricted awards, 24,415 warrants, 250,000 earn out shares and 87,500 unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

As of December 31, 2023, the Company excluded 17,283 stock options, 100,639 convertible debt into common shares, 191,622 restricted awards, 193,465 warrants, 86,301 earn out shares and 30,206 unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

Intangible assets, net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

Note 9. Intangible assets, net

Gross carrying values and accumulated amortization of intangible assets:

	December 31, 2023								December 31, 2022
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,350,000	$	(1,006,389	)	$	343,611	$	1,350,000	$	(781,385	)	$	568,615
Trade name	6 years		2,550,000		(1,555,925	)		994,075		2,550,000		(642,222	)		1,907,778
Technology	6 years		3,050,000		(2,257,205	)		792,795		3,050,000		(1,437,778	)		1,612,222
Software agreements	6 years		14,450,000		(8,791,944	)		5,658,056		14,450,000		(5,968,611	)		8,481,389
Gaming license	6 years		4,020,000		(1,675,000	)		2,345,000		4,020,000		(1,005,000	)		3,015,000
Internally developed software	2 - 10 years		2,904,473		(737,053	)		2,167,420		2,192,050		(350,232	)		2,554,241
Domain name	15 years		6,935,000		(1,554,083	)		5,380,917		6,935,000		(1,091,750	)		5,843,250
		$	35,259,473	$	(17,577,599	)	$	17,681,874	$	34,547,050	$	(11,276,978	)	$	23,982,495

Amortization expense with respect to intangible assets for the year ended December 31, 2023 and 2022 totaled $5,550,882 and $5,440,908, 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, which relates to a project no longer being pursued by the Company. In connection with the annual review of goodwill and intangibles, the Company determined that it was necessary to write down goodwill by $5,650,000 for TinBu and $1,060,200 for Global Gaming. The total impairment charges related to goodwill were $6,710,200 for the year ended December 31, 2023. It was also determined that there was impairment of certain intangible assets related to Global Gaming. As a result, the Company recorded impairment charges of $488,300 to trade names and trademarks and $311,500 to technology acquired from Global Gaming. The total impairment charges to intangible assets for the year ended December 31, 2023 were $798,800.

Estimated amortization expense for years of useful life remaining is as follows: double check future amortization.

Years ending December 31,	Amount
2024	$	4,829,655
2025		4,509,655
2026		2,642,155
2027		1,245,517
Thereafter		4,454,892
Total	$	17,681,874

The Company had software development costs of $476,850 related to projects not placed in service as of both December 31, 2023 and December 31, 2022, 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, 2023	Dec. 31, 2022
Current assets:
Cash	$ 359,826	$ 102,766
Restricted cash
Accounts receivable	24,241	208,647
Prepaid expenses	19,020,159	19,409,323
Other current assets	907,632	718,550
Total current assets	20,311,858	20,439,286
Notes receivable	2,000,000	2,000,000
Investments	250,000	250,000
Goodwill	11,227,491	19,590,758
Intangible assets, net	17,681,874	23,982,445
Property and equipment, net	21,309	108,078
Other long-term assets	12,884,686	13,009,686
Total assets	64,377,218	79,380,253
Current liabilities:
Trade payables	7,991,802	7,607,633
Deferred revenue	357,143	464,286
Notes payable - current	6,026,669	3,755,676
Accrued interest	858,875	484,172
Accrued and other expenses	11,359,616	4,626,973
Other liabilities	1,167,111	625,028
Total current liabilities	27,761,216	17,563,768
Long-term liabilities:
Convertible debt, net - noncurrent
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (Note 13)
Total liabilities	27,761,216	17,563,768
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, 2,877,045 and 2,527,045 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	2,877	2,527
Additional paid-in capital	269,690,569	267,597,370
Accumulated other comprehensive loss	(91,667)	3,622
Accumulated deficit	(235,106,206)	(208,187,210)
Total Lottery.com Inc. stockholders’ equity	34,495,573	59,416,309
Noncontrolling interest	2,120,429	2,400,176
Total Equity	36,616,002	61,816,485
Total liabilities and stockholders’ equity	$ 64,377,218	$ 79,380,253

Schedule of Common Stock Warrant (Details) - USD ($)	12 Months Ended
Schedule of Common Stock Warrant (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares Outstanding, Beginning balance	24,415
Number of Shares Outstanding, Beginning balance	24,415	24,415
Common Stock Warrants [Member] \| Dennis [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares Outstanding, Beginning balance	24,415	19,784
Weighted Average Exercise Price Outstanding, Beginning balance	$ 0.11	$ 2.20
Weighted Average Remaining Contractual Life (years) Outstanding	1 year 9 months 18 days	2 years 9 months 18 days	4 years
Aggregate Intrinsic Value Outstanding, Beginning balance	$ 1,200,387	$ 272,638
Number of Shares Granted		4,631
Weighted Average Exercise Price Granted		$ 151.20
Weighted Average Remaining Contractual Life (years) Outstanding		3 years 9 months 18 days
Aggregate Intrinsic Value Outstanding, Grand		$ 0
Number of Shares Exercised
Weighted Average Exercise Price Granted
Number of Shares Forfeited/cancelled
Weighted Average Exercise Price Granted
Number of Shares Outstanding, Beginning balance	24,415	24,415	19,784
Weighted Average Exercise Price Outstanding, Beginning balance	$ 0.11	$ 0.11	$ 2.20
Aggregate Intrinsic Value Outstanding, Beginning balance	$ 1,200,387	$ 1,200,387	$ 272,638

Schedule of Pre-tax Income (Loss) by Jurisdiction (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (25,683,200)	$ (13,525,998)
Foreign	3,545	(1,899,580)
Total	$ (25,679,655)	$ (15,425,578)

Schedule of Estimated Amortization Expense (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 4,829,655
2025	4,509,655
2026	2,642,155
2027	1,245,517
Thereafter	4,454,892
Total	$ 17,681,874	$ 23,982,495

Prepaid Expenses

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses

Note 6. Prepaid Expenses

Prepaid expenses consist primarily of advertising credits from two top tier media organizations that operate in the United States. The advertising credits were obtained in return for warrants, shares of common stock and shares of preferred stock. The agreements do not specify a time period for utilizing these credits and there is no requirement to provide cash or other consideration in connection with utilizing them. The balance can be utilized at any time at the mutual consent of the parties. The Company expects to begin utilizing these credits in the second quarter of 2024 and anticipates fully utilizing all of them by the end of 2024. Accordingly, they are presented as current assets.

Restatement of Financial Statements

12 Months Ended

Dec. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Restatement of Financial Statements

Note 3. Restatement of Financial Statements

Management of the Company re-evaluated its accounting for year ending December 31, 2023, the Company determined to restate its previously issued financial statements as of December 31, 2023 to correct accounting errors related to goodwill, current assets, revenue, and equity.

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

LOTTERY.COM INC.

CONSOLIDATED BALANCE SHEETS (RESTATED)

	Reported			Impacts				Restated
	Fiscal Year Ended December 31, 2023
	As Previously							As
	Reported			Adjustments				Restated
ASSETS
Cash	$	359,826		$	-			$	359,826
Accounts receivable		24,241			-				24,241
Prepaid expenses		19,020,159			-				19,020,159
Other current assets		825,948			81,684⁽¹⁾		(1)		907,632
Notes receivable		2,000,000			-				2,000,000
Investments		250,000			-				250,000
Goodwill		12,880,558			(1,653,067⁽²⁾	)	(2)		11,227,491
Intangible assets, net		17,681,874			-				17,681,874
Property and equipment, net		21,309			-				21,309
Other long term assets		12,884,686			-				12,884,686
Total Assets	$	65,948,601		$	(1,571,383⁽¹⁾⁽²⁾	)	(1)(2)	$	64,377,218

LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables		8,009,534			(17,732⁽³⁾	)	(3)		7,991,802
Deferred revenue		357,143			-				357,143
Notes payable – current		6,075,594			(48,925⁽⁴⁾	)	(4)		6,026,669
Accrued interest		867,236			(8,361	)			858,875
Accrued and other expenses		11,519,474			(160,426⁽⁵⁾	)	(5)		11,359,048
Other liabilities		1,070,233			96,878⁽⁶⁾		(6)		1,167,111
Total current liabilities		27,899,214			(138,566	)			27,760,648
Total liabilities		27,899,214			(138,566^{(3) to (6)}	)	(3) to (6)		27,760,648
Common Stock		2,877			-				2,877
Additional paid in capital		269,690,569			-				269,690,569
Accumulated other comprehensive loss		(144,729	)		53,062		(7e)		(91,667	)
Accumulated deficit		(233,759,640	)		1,346,566^{(1) to (7)}		(1) to (7)		(235,106,206	)
Noncontrolling interest		2,260,310			(139,881	)	(7f)		2,120,429
Total Lottery.com Inc. stockholders’ equity		38,049,387			1,432,817^{(1) to (7)}		(1) to (7)		36,616,002
Total liabilities and stockholders’ equity	$	65,948,601		$	(1,571,383	)		$	64,377,218

The accompanying notes are an integral part of these consolidated financial statements.

LOTTERY.COM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (RESTATED)

	2023			Adjustments				2023
	Year Ended December 31,
	2023							2023
	(As Previously Reported)			Adjustments				(As Restated)
Revenue	$	6,482,638			504,836		(7a)	$	6,987,474
Cost of revenue		5,545,531			121,013		(7b)		5,666,544
Gross margin		937,107			383,823		(7c)		1,320,930
Operating expenses:		25,119,831			1,368,215		(7)		26,488,046
Loss from operations		(24,182,724	)		(984,382	)	(7)	$	(25,167,116	)

Net loss before income tax	$	(24,702,722	)		-			$	(25,679,655	)
Income tax expense (benefit)		-			60,000		(8)		60,000
Net Loss	$	(24,702,722	)		-			$	(25,739,655	)
Other comprehensive loss					-
Foreign currency translation adjustment, net		(34,256	)		36,017		(7g)		(70,273	)
Comprehensive loss		(24,736,978	)		-				(25,809,928	)
Net income attributable to noncontrolling interest		72,227			200,386		(7h)		272,613
Net loss attributable to Lottery.com Inc.		(24,664,751	)		-				(25,537,315	)

Net loss per common share
Basic and diluted	$	(9.12	)					$	(9.84	)

Weighted average common shares outstanding
Basic and diluted		2,704,032							2,596,493

The accompanying notes are an integral part of these consolidated financial statements.

LOTTERY.COM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Year Ended December 31,
		2023							2023
		(As Previously
		Reported)			Adjustments				(As Restated)

Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	$	(24,664,751	)	$	(872,564	)	(7a) to (7c)	$	(25,537,315	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest		(72,227	)		351,974		(7h)		279,747
Depreciation and amortization		4,498,477			1,192,902		(7)		5,691,379
Stock-based compensation expense		2,093,199			-				2,093,199
Loss on impairment of intangibles		7,510,000			(799,800	)	(2)		6,710,200

Changes in assets & liabilities:
Accounts receivable		184,406			-				184,406
Prepaid expenses		389,164			-				389,164
Other current assets		(107,398	)		(81,684	)	(1)		(189,082	)
Trade payables		401,901			(17,732	)	(3)		384,169
Deferred revenue		(107,143	)		-				(107,143	)
Accrued interest		383,064			(8,361	)			374,703
Accrued and other expenses		6,892,501			89,918		(5)		6,982,419
Other liabilities		445,205			96,878		(6)		542,083
Other long term assets		125,000			-				125,000
Prior period adjustments to Accumulated Deficit ⁽⁸⁾		0			32,151		(8)		(32,151	)
Net cash provided by operating activities		(2,028,602	)		80,620				(2,109,222	)

Cash flow from investing activities
Net cash used in investing activities		-			-				-

Cash flow from financing activities
Proceeds from issuance of notes payable		2,319,918			48,925		(4)		2,270,993
Net cash provided by financing activities		2,319,918			-		(7g)		2,270,993
Effect of exchange rate changes on cash		(34,256	)		129,545				95,289
Net change in net cash and restricted cash		257,060			-				257,060
Cash and restricted cash at beginning of period		102,766			-				102,766
Cash and restricted cash at end of period		359,826			-				359,826

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

	1.	After reexamination of funding provided by UCIL, it was determined that payments made by UCIL for deposits toward the acquisition of Nook had not been recorded by the Company. Such payments have been recorded as an asset for deposits for acquisition and as an increase to the balance of the convertible note owed to UCIL.
	2.	In connection with completion of the tax provision for 2023, a transaction which had been recorded in 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income”. This approach improperly accelerated the effects of future amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance for deferred taxes which is not in compliance with GAAP. At that time, the Company recorded an increase to goodwill for Global Gaming and an income tax benefit each in the amount of $1,653,067. We have reversed this transaction by reducing goodwill for Global Gaming by $1,653,067 and have increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.
	3.	In connection with a review of UCIL, it was also determined that UCIL had paid the open balance owed to two vendors. The correction recorded was a decrease to accounts payable and an increase to the loan from UCIL.
	4.	Woodford Debt

		a.	a. Upon further review of amounts recorded as convertible debt from Woodford during the first half of 2023 a determination was made that certain amounts had been incorrectly credited to Woodford, and inadvertently recorded as additional operating expenses. This was corrected by reducing the balance for convertible debt from Woodford and reducing operating expenses.
		b.	The item described in (1) above resulted in an increase to convertible debt from UCIL by $81,464.
		c.	The net effect of these corrections was an increase in Convertible debt by $48,925

	5.	In connection with additional review of balance sheet accounts, it was determined that certain items had been over accrued. As a result, we reduced accrued and other expenses.
	6.	Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities.
	7.	After the 10-K for the year ended December 31, 2023 was filed, it was determined that an error had occurred in consolidating results of operations such that only the fourth quarter of 2023 had been included for Global Gaming and the first through third quarters for Global Gaming were inadvertently omitted. It was also determined that there were some issues with calculations and exchange rates and related to non-controlling interest. These issues were corrected by:

		a.	Increasing revenue to include the first through third quarters of 2023 for Global Gaming.
		b.	Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming.
		c.	The effect of 7.a. and 7.b was a net increase to gross margin
		d.	Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming.
		e.	A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7.
		f.	A correction was made to non-controlling interest in connection with the changes described here in item 7.
		g.	A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7.
		h.	A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15. 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, 2023 and 2022.

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 years ended December 31, 2023 and 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, 2022, or 2023.

Leases

The Company leased office space in Spicewood, Texas which expired January 31, 2024 and has continued to utilize that facility on a month to month basis with monthly rent of $1,669 per month. Additionally, the Company has leased retail space in Waco , TX which expires on December 31, 2024 with monthly rent of $2,434. For the year ended December 31, 2023, the Company’s total rent expense was approximately $61,960.

As of December 31, 2023, future minimum rent payments due under non-cancellable leases with initial are as follows:

Years ending December 31,	Amount
2024		30,880
Thereafter		-
Total	$	30,880

Litigation and Other Loss Contingencies

As of December 31, 2023, 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 Part II, Item 1 for additional information.

Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 35,259,473	$ 34,547,050
Accumulated amortization	(17,577,599)	(11,276,978)
Net	$ 17,681,874	23,982,495
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 1,350,000	1,350,000
Accumulated amortization	(1,006,389)	(781,385)
Net	$ 343,611	568,615
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 2,550,000	2,550,000
Accumulated amortization	(1,555,925)	(642,222)
Net	$ 994,075	1,907,778
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 3,050,000	3,050,000
Accumulated amortization	(2,257,205)	(1,437,778)
Net	$ 792,795	1,612,222
Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 14,450,000	14,450,000
Accumulated amortization	(8,791,944)	(5,968,611)
Net	$ 5,658,056	8,481,389
Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 4,020,000	4,020,000
Accumulated amortization	(1,675,000)	(1,005,000)
Net	2,345,000	3,015,000
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2,904,473	2,192,050
Accumulated amortization	(737,053)	(350,232)
Net	$ 2,167,420	2,554,241
Internally Developed Software [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Internally Developed Software [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	(1,554,083)	(1,091,750)
Net	$ 5,380,917	$ 5,843,250

Intangible assets, net (Details Narrative) - USD ($)	12 Months Ended
Intangible assets, net (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 5,550,882	$ 5,440,908
Loss on impairment of long-lived assets	6,710,200	412,450
Goodwill impairment loss	6,710,200
Finite-Lived Intangible Assets, Gross	35,259,473	34,547,050
Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	476,850	$ 476,850
Tin Bu L L C [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill written off	5,650,000
Global Gaming Enterprises, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill written off	1,060,200
Impairment of intangible asset	798,800
Global Gaming Enterprises, Inc. [Member] \| Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset	488,300
Global Gaming Enterprises, Inc. [Member] \| Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset	$ 311,500

Nature of Operations

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Note 1. Nature of Operations

Description of Business

During FY 2023, the Company addressed legacy issues while successfully regaining full compliance with Nasdaq’s continued listing rules and restarting operations in order to stage Lottery.com for growth in FY 2024. The cornerstone of the Company’s operational progress for FY 2024 will be driven by technology, product and service/capability enhancements.

This Amended Report is reflective of the Company’s commitment to transparency, integrity, and responsible corporate governance. The investment commitments from United Investments Capital London, including Prosperity Investment Management and others, and investors placed by Univest Securities LLC, outlined in this report are evidence of investor belief in Management’s capability to resume core lottery and gaming operations, monetize the Sports.com brand, and expand all the Company’s brands across the globe.

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 with, 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 on a limited basis to support its affiliate partners through its Texas retail network.

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Restricted Stock Awards 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, 2021		13,461			17,283		$	19.40			4.4	$	2,061,303
Granted		-			-			-			-
Exercised		-			(3,006	)		(13.40	)		-
Forfeited/cancelled		(3,006	)		3,006			13.40			-
Outstanding at December 31, 2022		10,455			17,283			8.20			3.4		944,544
Granted		-			-			-			-
Exercised		-			-			-			-
Forfeited/cancelled (uncancelled)		-			-			-			-
Outstanding at December 31, 2023		10,455			17,283		$	8.20			2.4	$	944,544

Stock-based compensation expense related to the employee options was $0 for the year ended December 31, 2023, and 2022.

Restricted awards

The Company had restricted stock activity summarized as follows:

				Weighted
				Average
	Number of			Grant
	Shares			Fair Value
Outstanding at December 31, 2021		191,622		$	295.00
Granted		-			-
Vested		-			-
Forfeited/cancelled		-			-
Restricted shares unvested at December 31, 2022		191,622		$	295.00

Outstanding at December 31, 2022		191,622		$	295.00
Granted		350,000			2.91
Vested		398,590			2.91
Forfeited/cancelled		(143,032	)		-
Restricted shares unvested at December 31, 2023		-		$	-

2015 Stock Option Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

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		191,622		$	295.00
Granted		-			-
Vested		-			-
Forfeited/cancelled		-			-
Restricted shares unvested at December 31, 2022		191,622		$	295.00

Outstanding at December 31, 2022		191,622		$	295.00
Granted		350,000			2.91
Vested		398,590			2.91
Forfeited/cancelled		(143,032	)		-
Restricted shares unvested at December 31, 2023		-		$	-

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Income Taxes (Details Narrative)	12 Months Ended
Income Taxes (Details Narrative)	Dec. 31, 2023 USD ($)
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance	$ 10,265,807
Net operating loss carryforwards	173,229,125
Expires Between Two Thousand Thirty Five And Two Thousand Thirty Seven [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	22,050,149
No Expiration [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 151,178,976

Schedule of Increase in the Valuation Allowance (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate of 21%	$ (5,392,727)	$ (3,239,371)
State income taxes, net of federal income tax benefit	60,000	23,364
Foreign Rate Differential	318
Permanent Differences	1,203,361	37,919
Change in Valuation Allowance	4,189,048	3,201,452
Income tax expense (benefit)	$ 60,000	$ 23,364	$ 1,653,067

- Definition

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

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 14. Income Taxes

The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2023 and December 31, 2022:

	2023			2022
	Year ended December 31, 2022
	2023			2022

Domestic	$	(25,683,200	)	$	(13,525,998	)
Foreign		3,545			(1,899,580	)
Total		(25,679,655	)		(15,425,578	)

The provision for income taxes for continuing operations for the year ended December 31, 2023 and 2022 consist of the following

	2023		2022
	Year ended December 31, 2022
	2023		2022
Current Income Taxes
Federal	$	0	$	0
State		60,000		23,364
Foreign		0		0
Total current income taxes		60,000		23,364

Deferred Income Taxes
Federal		-		-
State		-		-
Foreign		-		-
Total deferred income taxes		-		-
Total Income Tax Expense (benefit)	$	60,000	$	23,364

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, 2023 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed.

	2023			2022
	Year ended December 31, 2022
	2023			2022

Tax Expense at statutory federal rate of 21%	$	(5,392,727	)	$	(3,239,371	)
State income taxes, net of federal income tax benefit		60,000			23,364
Foreign Rate Differential		318			-
Permanent Differences		1,203,361			37,919
Other - Misc.
Change in Valuation Allowance		4,189,048			3,201,452
Income tax expense (benefit)		60,000			23,364

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:

	2023			2022
Long-term deferred tax assets:
Federal Net Operating Loss Carryforwards	$	36,378,116		$	20,145,126
Intangible Assets		1,492,426			(861,317	)
Accrued Compensation & Benefits		863,049			-
Foreign Net Operating Loss Carryforwards		773,134			-
Stock Compensation		-			-
State Net Operating Loss Carryforwards		-			-
Other		19,540			19,540
Total deferred tax assets before valuation allowance		39,526,265			29,214,108
		-			-
Deferred tax liabilities:		-			-
Fixed Assets		316			(46,035	)
Intangible Assets		-			-
Total deferred tax liabilities		316			(46,035	)

Valuation Allowance		(39,525,949	)		(29,260,143	)
Net deferred tax assets and liabilities	$	-		$	-

For the year ended December 31, 2023, the valuation allowance increased by $10,265,807. 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, 2023, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”) carryforwards of approximately $173,229,125. Of this total $22,050149 expires between 2035 and 2037 and $151,178,976 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, 2023.

Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations.

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, 2022 and 2023 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 of penalties for failure to file. As of the date of this Amended Report, the Company has not been informed that such penalties have been assessed, therefore no accrual for such has been recorded in the Company’s financial statements. The Company’s federal income tax returns for the years 2020-2023 remain subject to examination by the Internal Revenue Service. The state returns for 2019-2023 are also open for exam.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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+ Details

Schedule of Income Tax for Continuing Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal	$ 0	$ 0
State	60,000	23,364
Foreign	0	0
Total current income taxes	60,000	23,364
Federal
State
Foreign
Total deferred income taxes
Total Income Tax Expense (benefit)	$ 60,000	$ 23,364	$ 1,653,067

Schedule of Identified Tangible and Intangible Asset Acquired (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 11,227,491	$ 19,590,758	$ 1,653,067
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	14,155,050
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	$ 13,215,842

Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases (Details)	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 30,880
Thereafter
Total	$ 30,880

Significant Accounting Policies (Details Narrative) - USD ($)			12 Months Ended
	May 22, 2024	Aug. 02, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Retained deficit			$ 235,106,206	$ 208,187,210
[custom:WorkingCapital-0]			7,500,000
Net Income (Loss) Attributable to Parent			25,537,315	59,999,072
Operating Income (Loss)			25,167,116	55,873,771	$ 53,000,000.0
Marketable securities			0	0
Restricted Cash
Long-Term Line of Credit						$ 30,000,000
Prepaid advertising			2,000,000
Prepaid Expense, Current			$ 19,020,159	$ 19,409,323
Shares purchased			350,000	3,000
Advertising Expense			$ 377,000	$ 1,261,000
Description of income tax likelihood of unfavourable settlement			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.
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
Uncollectible Receivables [Member]
Property, Plant and Equipment [Line Items]
Allowance for uncollectible receivables			$ 84,520	$ 84,520
Uncollectible Receivables [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Allowance for uncollectible receivables			$ 10,000
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Concentration risk credit risk uninsured deposits	13,356

Stock-based Compensation (Details Narrative) - USD ($)	12 Months Ended
Stock-based Compensation (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 10, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 2,093,199	$ 27,949,257
2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation	$ 0	$ 0
2015 Stock Option Plan [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation award vesting period	1 year
2015 Stock Option Plan [Member] \| Share-Based Payment Arrangement, 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 Twenty-Two Thousand Five Hundred (22,500). 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%
2015 Stock Option Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period	350,000		191,622
Share-Based Payment Arrangement, Noncash Expense		$ 27,137,991
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount	$ 0
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	616,518
Two Thousand Twenty Three 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				500,000
Shares awarded	350,000

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

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

As of December 31, 2023, future minimum rent payments due under non-cancellable leases with initial are as follows:

Years ending December 31,	Amount
2024		30,880
Thereafter		-
Total	$	30,880

Write-Off of Goodwill and Intangibles (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	$ 6,710,200
Impairment charges	800,000
Deferred tax liabilities			$ 1,600,000
Income tax benefit	60,000	$ 23,364	1,653,067
Goodwill	11,227,491	$ 19,590,758	$ 1,653,067
Trade Names [Member]
Indefinite-Lived Intangible Assets [Line Items]
Impairment charges	488,000
Trademarks [Member]
Indefinite-Lived Intangible Assets [Line Items]
Impairment charges	312,000
Tin Bu L L C [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	5,650,000
Global Gaming Enterprises, Inc. [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	$ 1,060,000.00