Restatement of Financial Statements | 3. Restatement of Financial Statements Management of the Company re-evaluated its accounting for year ending December 31, 2021, the Company determined to restate its previously issued financial statements as of December 31, 2021 and the year then ended to correct accounting errors related to cash on hand, accounts receivable, prepaid expenses, deferred revenue, accrued expenses, revenue, costs of revenue, reserve losses of prepaid advertising credits and stock-based compensation which caused the following misstatements: The following tables summarize the effect of the restatements on the specific items presented in our previously reported financial statements: Schedule of Restatements of Financial Statements LOTTERY.COM INC BALANCE SHEET December 31, December 31, 2021 Adjustments 2021 (As Filed) (As Restated) ASSETS Current assets: Cash $ 62,638,970 (30,000,000 ) (1) $ 32,638,970 Accounts receivable 21,696,653 (21,617,472 ) (1) (2) 79,181 Prepaid expenses $ 13,896,638 9,000,000 (1) (2) $ 22,896,638 Other current assets 226,200 - 226,200 Total current assets 98,458,461 - 55,840,989 Long-term assets 48,693,017 - 48,693,017 Total assets $ 147,151,478 - $ 104,534,006 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade payables $ 1,006,535 - $ 1,006,535 Deferred revenue 662,335 500,000 (1) 1,162,335 Notes payable - current 3,771,340 - 3,771,340 Accrued interest 176,260 - 176,260 Accrued and other expenses 4,528,815 (112,647 ) (3) 4,416,168 Total current liabilities 10,145,285 - 10,532,638 Long-term liabilities: Other long term liabilities 1,169 - 1,169 Total long-term liabilities 1,169 - 1,169 Total liabilities 10,146,454 - 10,533,807 Commitments and contingencies - Equity Controlling Interest - - Preferred Stock, par value $ 0.001 1,000,000 none - - - Common stock, par value $ 0.001 500,000,000 50,256,317 22,658,006 46,808 3,448 (7) 50,256 Additional paid-in capital 240,411,298 (1,049,206 ) (4) 239,358,644 Accumulated other comprehensive loss (655 ) - (655 ) Accumulated deficit (106,232,518 ) (41,955,620 ) (6) (148,188,138 ) Total Lottery.com Inc. stockholders’ equity 134,224,933 - 91,220,107 Noncontrolling interest 2,780,091 - 2,780,092 Total Equity 137,005,024 - 94,000,199 Total liabilities and stockholders’ equity $ 147,151,478 - $ 104,534,006 LOTTERY.COM INC CONSOLIDATED STATEMENT OF OPERATIONS 2021 Adjustments 2021 Years Ended December 31, 2021 Adjustments 2021 (As Filed) (As Restated) Revenue $ 68,527,394 (52,117,472 ) (1) (2) $ 16,409,922 Cost of revenue 19,158,707 (11,000,000 ) (1) (2) 8,158,707 Gross profit 49,368,687 - 8,251,215 Operating expenses: 39,178,433 (1,049,206 ) (3) 38,129,227 Loss from operations 10,190,254 - $ (29,878,012 ) Other expenses Interest expense 19,789,451 - 19,789,451 Reserve loss of prepaid advertising credits - 2,000,000 (1) (2) 2,000,000 Other expense 2,907,518 - 2,907,518 Total other expenses, net 22,696,969 - 24,696,969 Net loss before income tax $ (12,506,715 ) - $ (54,574,981 ) Income tax expense (benefit) (1,551,689 ) (112,646 ) (5) (1,664,335 ) Net loss (10,955,026 ) (52,910,646 ) Other comprehensive loss Foreign currency translation adjustment, net (655 ) (655 ) Comprehensive loss (10,955,681 ) - (52,911,301 ) Net income attributable to noncontrolling interest 136,924 - 136,924 Net loss attributable to Lottery.com Inc. (11,092,605 ) (41,955,620 ) (6) (53,048,225 ) Net loss per common share Basic and diluted $ (0.43 ) - $ (2.04 ) Weighted average common shares outstanding Basic and diluted 25,998,831 - 25,998,831 LOTTERY.COM INC CONSOLIDATED STATEMENT OF CASH FLOWS 2021 Adjustments 2021 Years Ended December 31, 2021 Adjustments 2021 (As Filed) (As Restated) Cash flow from operating activities Net loss attributable to Lottery.com Inc. (11,091,950 ) $ (41,955,620 ) (6) (53,047,570 ) Adjustments to reconcile net loss to net cash used in operating activities: 37,937,855 $ (1,049,206 ) (7) 36,888,649 Changes in assets & liabilities: Accounts receivable (21,636,324 ) 21,617,472 (1) (2) (18,852 ) Prepaid expenses 8,121,496 (9,000,000 ) (1) (2) (878,504 ) Other current assets 727,182 (100,000 ) (9) 627,182 Trade payables (1,171,557 ) (386,013 ) (9) (1,557,570 ) Deferred revenue (7,101,258 ) 365,293 (1) (2) (6,735,965 ) Accrued interest (545,457 ) (545,457 ) Accrued and other expenses 2,860,728 (779,910 ) (9) 2,080,818 Other long term liabilities 1,169 1,169 Net cash provided by operating activities 8,101,884 - (23,186,100 ) Cash flow from investing activities Purchases of property and equipment (28,170 ) 696 (9) (27,474 ) Purchases of intangible assets (5,192,050 ) 4,674,156 (9) (517,894 ) Investment in subsidiary, net (10,012,540 ) (3,386,868 ) (9) (13,399,408 ) Net cash used in investing activities (15,232,760 ) (13,944,776 ) Cash flow from financing activities Issuance of digital securities 108,332 108,332 Proceeds from exercise of options and warrants 371,726 371,726 Proceeds from issuance of convertible debt 23,483,500 23,483,500 Payment of debt issuance costs (1,115,031 ) (1,115,031 ) Proceeds from issuance of notes payable 5,000,000 5,000,000 Proceeds from reverse recapitalization 42,794,176 42,794,176 Principal payments on debt (11,647,713 ) (11,647,713 ) Net cash provided by financing activities 58,994,990 - 58,994,990 Effect of exchange rate changes on cash (655 ) (655 ) Net change in net cash and restricted cash 51,863,459 (30,000,000 ) (1) 21,863,459 Cash and restricted cash at beginning of period 10,775,511 - 10,775,511 Cash and restricted cash at end of period 62,638,970 - 32,638,970 The specific explanations for the items noted above in the restated financial statements are as follows: (1) On January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with The Provident Bank (“Provident”), pursuant to which the Company borrowed $ 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000 (2) After reexamination of various transactions that occurred in 2021 and which were later rescinded or canceled in 2022, the Company has restated revenue on its financial statements for the year ended December 31, 2021, to reflect a change in the recognition of income in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606 a. On September 20, 2021, the Company entered into a purchase agreement with a major customer for the sale of various service credits with a total purchase price of $30 million dollars. Upon execution of the purchase agreement, the Company recognized the income and the customer was required make payment within 90 days. The customer provided payment prior to December 31, 2021, in the form of a check accepted by the Company for deposit and included in undeposited funds. During 2022, the Company discovered that the original service credits were non-transferrable and that the Company had pledged its own cash accounts to secure a line of credit in the amount of $30,000,000 utilized by the customer to provide the Company with payment towards the purchase of the service credits. Since the Company was prohibited from transferring the advertising portion of the service credits and could not complete the sale of such credits, the Company cancelled the transaction and could not recognize the income, nor recognize a cash payment in the Company’s financial statements. In addition, the Company had recorded cost of sales and a corresponding pre-paid expense related to this transaction in the amount of $10,000,000. As a result, in the restated December 31, 2021 financial statements, the Company decreased both cash and revenue by $30,000,000, for the year ended December 31, 2021; and reversed the cost of sales resulting in a decrease to cost of sales and an increase to pre-paid expense by $10,000,000 each for the year ended December 31, 2021. b. In addition, the Company had invoiced the customer a further $ 17,117,472 18,539,472 17,117,472 18,539,472 c. The total adjustment to accounts receivable was an increase of $ 21,617,472 d. The total adjustment to pre-paid expenses was a decrease of $ 9,000,000 e. The total adjustment to accrued expense and other expenses was an increase of $ 112,647 f. The total adjustment to revenue was a decrease of $ 52,117,472 g. The total adjustment to cost of revenue was an increase of $ 11,000,000 (3) During the Company’s reassessment of all accounts as of December 31, 2021, the Company determined that approximately $ 2,000,000 2,000,000 2,000,000 (4) After the termination of several officers and employees subsequent to December 31, 2022 and the cancelation of various options and/or warrants held by these individuals, the Company, the Company decreased stock-compensation expense in the amount of $ 1,049,206 (5) In an unrelated transaction, the Company entered into an agreement with another customer totaling $ 5,000,000 5,000,000 500,000 500,000 500,000 4,500,000 500,000 5,000,000 (6) As a result of all the foregoing adjustments, the Company reevaluated the classifications of accounts on the statements of cash flows accordingly. (7) On October 28, 2021, the Company granted 3,832,431 3,448,066 |