Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 17, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 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 Common Stock, Shares Outstanding | 4,773,852 | |
Common stock, $0.001 par value | ||
Title of 12(b) Security | Common stock, $0.001 par value | |
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 $230.00 | |
Trading Symbol | LTRYW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 84,050 | $ 359,826 |
Accounts receivable | 245,069 | 24,241 |
Prepaid expenses | 19,044,832 | 19,020,159 |
Other current assets | 901,042 | 907,632 |
Total current assets | 20,274,993 | 20,311,858 |
Notes receivable | 2,000,000 | 2,000,000 |
Investments | 250,000 | 250,000 |
Goodwill | 11,227,491 | 11,227,491 |
Intangible assets, net | 16,399,733 | 17,681,784 |
Property and equipment, net | 18,488 | 21,309 |
Other long term assets | 12,884,686 | 12,884,686 |
Total assets | 63,055,391 | 64,377,218 |
Current liabilities: | ||
Trade payables | 7,965,863 | 7,991,802 |
Deferred revenue | 330,257 | 357,143 |
Notes payable - current | 6,726,669 | 6,026,669 |
Accrued interest | 961,081 | 858,875 |
Accrued and other expenses | 11,292,243 | 11,359,616 |
Other liabilities | 1,167,111 | 1,167,111 |
Total current liabilities | 28,443,224 | 27,761,216 |
Long-term liabilities: | ||
Convertible debt, net - non current | ||
Other long term liabilities | ||
Total long-term liabilities | ||
Commitments and contingencies (Note 13) | ||
Total liabilities | 28,443,224 | 27,761,216 |
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, 4,747,047 and 2,895,770 issued and outstanding 2024 and December 31, 2023, respectively | 4,996 | 2,877 |
Additional paid-in capital | 273,342,574 | 269,690,569 |
Accumulated other comprehensive loss | 16,673 | (91,667) |
)Accumulated deficit | (240,815,185) | (235,106,206) |
Total Lottery.com Inc. stockholders’ equity | 32,549,058 | 34,495,573 |
Noncontrolling interest | 2,063,109 | 2,120,429 |
Total Equity | 34,612,167 | 36,616,002 |
Total liabilities and stockholders’ equity | $ 63,055,391 | $ 64,377,218 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 4,747,047 | 2,895,770 |
Common Stock, Shares, Outstanding | 4,747,047 | 2,895,770 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 259,319 | $ 620,229 |
Cost of revenue | 83,787 | 35,147 |
Gross profit | 175,532 | 585,082 |
Operating expenses: | ||
Personnel costs | 984,679 | 1,257,434 |
Professional fees | 3,204,048 | 739,928 |
General and administrative | 296,652 | 337,328 |
Depreciation and amortization | 1,284,982 | 1,405,480 |
Total operating expenses | 5,770,361 | 3,740,170 |
Loss from operations | (5,594,829) | (3,155,088) |
Other expenses | ||
Interest expense | 102,217 | 23 |
Other expense | 52,676 | 58,871 |
Total other expenses, net | 154,893 | 58,894 |
Net loss before income tax | (5,749,722) | (3,213,982) |
Income tax expense (benefit) | 4,150 | |
Net loss | (5,753,872) | (3,213,982) |
Other comprehensive loss | ||
Foreign currency translation adjustment, net | 102,214 | (114,095) |
Comprehensive loss | (5,651,658) | (3,328,077) |
Net income attributable to noncontrolling interest | (57,321) | 67,640 |
Net loss attributable to Lottery.com Inc. | $ (5,708,979) | $ (3,260,437) |
Net loss per common share | ||
Net loss per common share, basic | $ (1.99) | $ (1.29) |
Net loss per common share, diluted | $ (1.99) | $ (1.29) |
Weighted average common shares outstanding | ||
Weighted average common shares outstanding, basic | 2,868,822 | 2,522,225 |
Weighted average common shares outstanding, diluted | 2,868,822 | 2,522,225 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - 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, 2022 | $ 61,816,485 | $ 2,811 | $ 267,597,370 | $ (208,187,210) | $ 3,622 | $ 59,416,309 | $ 2,400,176 |
Balance shares at Dec. 31, 2022 | 2,527,045 | ||||||
Stock based compensation | 358,349 | 358,349 | 358,349 | ||||
Other comprehensive loss | (114,095) | (114,095) | (114,095) | ||||
Net loss | (3,328,077) | (3,260,437) | (3,260,437) | (67,640) | |||
Balance at Mar. 31, 2023 | 58,732,662 | $ 2,811 | 267,955,719 | (211,447,647) | (110,473) | 56,400,126 | 2,332,536 |
Balance shares at Mar. 31, 2023 | 2,527,045 | ||||||
Balance at Jun. 30, 2023 | 36,616,002 | $ 3,161 | 269,690,285 | (235,106,206) | (91,667) | 34,495,573 | 2,120,429 |
Balance shares at Jun. 30, 2023 | 2,877,045 | ||||||
Stock based compensation | 3,745,790 | $ 1,835 | 3,652,005 | 3,745,790 | |||
Other comprehensive loss | (16,673) | (16,673) | (16,673) | ||||
Net loss | (5,763,300) | (5,705,979) | (5,705,979) | (57,321) | |||
Balance at Sep. 30, 2023 | $ 34,615,166 | $ 4,996 | $ 273,342,290 | $ (240,812,185) | $ (74,994) | $ 325,520,588 | $ 2,063,108 |
Balance shares at Sep. 30, 2023 | 5,978,322 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss attributable to Lottery.com Inc. | $ (5,708,979) | $ (3,260,437) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Loss Attributable to noncontrolling interest | (57,321) | (67,640) |
Depreciation and amortization | 1,283,558 | 1,405,601 |
Stock based compensation expense | 3,651,655 | 358,349 |
Changes in assets and liabilities: | ||
Accounts receivable | (220,828) | 61,790 |
Prepaid expenses | (24,673) | 5,368 |
Other current assets | 6,590 | (23,584) |
Trade payables | (25,939) | 6,351 |
Accrued and other expenses | (57,373) | 448,110 |
Deferred revenue | (26,886) | (26,786) |
Other liabilities | ||
Accrued interest | 102,206 | |
Other long term liabilities | 125,000 | |
Net cash (used in) provided by operating activities | (1,077,990) | (967,878) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (896) | |
Purchase of intangibles | ||
Net cash used in investing activities | (896) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible debt | 700,000 | 1,021,016 |
Net cash (used in) provided by financing activities | 700,000 | 1,021,016 |
Net effect of exchange rate changes on Cash | 102,214 | (114,095) |
NET CHANGE IN NET CASH AND RESTRICTED CASH | (275,776) | (61,853) |
CASH AND RESTRICTED CASH - BEGINNING OF YEAR | 359,826 | 102,766 |
CASH AND RESTRICTED CASH - END OF PERIOD | 84,050 | 40,913 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid in cash | 23 | |
Taxes paid in cash |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1. Nature of Operations Description of Business During FY 2023 and Q1 2024, 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, Univest Securities LLC, and 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 brand 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 ” 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 ASC ASU FASB 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 $ 241 8.2 5.7 25.5 60.0 53.0 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 $ 19,790 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 March 31, 2024 and December 31, 2023, cash was comprised of cash deposits. From time to time cash deposits with some banks may exceed 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 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 March 31, 2024 by $ 3,000 97,520 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 19,020,159 Investments On August 2, 2018, AutoLotto purchased 186,666 4 20 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: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3 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) 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” Stock Compensation 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 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. 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 , ● 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) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( ) In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business Combination | Note 3. Business Combination TDAC Combination On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 The Merger closing was a triggering event for the Series B convertible notes, of which $ 63.8 164,426 488,225 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 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 9,460,000 11,068,000 5,475,000 5,593,000 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 300,000 200,000 150,000 100,000 Global Gaming Acquisition On June 30, 2021, the Company completed its acquisition of 100 80 22.0848 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 10,530,000 687,439 0.67 10,055,214 80 13,215,843 20 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 $ 14,155,051 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,843 Goodwill recognized in connection with the acquisition - is primarily attributed to an anticipated growing lottery market in Mexico that 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 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 4. Property and Equipment, net Property and equipment, net as of March 31, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment March 31, 2024 December 31, 2023 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 (2,148,809 ) (2,145,988 ) Property and equipment, net $ 18,488 $ 21,309 Depreciation expense for the three months ended March 31, 2024 was $ 2,821 24,556 |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 5. 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. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Notes Receivable | Note 6. Notes Receivable On March 22, 2022, the Company entered into a three 2,000,000 3.1 2,000,000 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. |
Write-Off of Goodwill and Intan
Write-Off of Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Write-Off of Goodwill and Intangibles | Note 7. 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 1.06 6.71 488 312 800 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 1,653,067 1,653,067 |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 8. Intangible assets, net Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses March 31, 2024 December 31, 2023 Useful Life Gross Accumulated Net Gross Accumulated Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,062,639 ) $ 287,361 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,626,896 ) 923,104 2,550,000 (1,555,925 ) 994,075 Technology 6 3,050,000 (2,362,445 ) 687,555 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (9,470,000 ) 4,980,000 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (1,842,500 ) 2,177,500 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (825,593 ) 2,078,880 2,192,050 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,669,667 ) 5,265,333 6,935,000 (1,554,083 ) 5,380,917 $ 35,259,473 $ (18,859,740 ) $ 16,399,733 $ 34,547,050 $ (17,577,599 ) $ 17,681,874 Amortization expense with respect to intangible assets for the three months ended March 31, 2024 and 2023 totaled $ 1,284,982 1,381,035 412,450 5,650,000 1,060,200 The total impairment charges related to goodwill were $ 6,710,200 488,300 311,500 798,800 Estimated amortization expense for years of useful life remaining is as follows: Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 4,674,934 2025 4,509,655 2026 1,976,515 2027 944,729 Thereafter 4,293,900 Total $ 16,399,733 The Company had software development costs of $ 476,850 |
Notes Payable and Convertible D
Notes Payable and Convertible Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Debt | Note 9. 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 69,910 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 10 December 31, 2021 771,500 771,500 318,909 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 8 December 21, 2021 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 8 0 10,000,000 6 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 71,812 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 9 68,491 and $ 64,799 , respectively. 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 3.75 150,000 5,626 5,253 In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $ 37,199 13,000 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 0 June 30, 2022 4.1 As of both March 31, 2024 and December 31, 2023, the balance of the notes was $ 2,601,370 269,247 242,381 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity Controlling Interest | |
Stockholders’ Equity | Note 10. 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. The effects of the Reverse Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented. Preferred Stock Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 0.001 no Common Stock Our Charter authorizes the issuance of an aggregate of 500,000,000 0.001 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. 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 ● upon a minimum of 30 ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $ 320.00 20 30 ● 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 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 March 31, 2024 there were Public Warrants outstanding for the issuance of 1,006,250 19,784 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 87,500 240.00 21,000,000 87,500 87,500 87,500 87,500 100 87,500 Common Stock Warrants The Company did not issue any warrants during the years ended December 31, 2023 and 2022. All 24,415 2.7 Schedule of Common Stock Warrants Weighted Weighted Average Number of Average Remaining Aggregate Outstanding at December 31, 2023 24,415 $ 0.11 1.8 $ 1,200,387 Granted - - - - Exercised - - - Forfeited/cancelled - - - Outstanding at March 31, 2024 24,415 0.11 1.6 1,200,387 Beneficial Conversion Feature - Convertible Debt As detailed in Note 9 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 3 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. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 11. 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. 20 1 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 5 Stock Options The Company did not issue any new stock options during the quarter ended March 31, 2024. The following table shows stock option activity for the years ended December 31, 2023 and quarter ended March 31, 2024: Schedule of Stock Option Activity Weighted Weighted Average Shares Outstanding Average Remaining Aggregate Outstanding at December 31, 2023 10,455 17,283 $ 8.20 3.2 $ 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled - - - - Outstanding at March 31, 2024 10,455 17,283 $ 8.20 3.2 $ 944,544 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 27,137,991 0 During the quarter, the Company awarded 3,101,277 The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value Number of Weighted Shares Fair Value Outstanding at December 31, 2023 191,622 $ 2.91 Granted 3,101,277 1.62 Vested 3,101,277 1.62 Forfeited/cancelled - - Restricted shares unvested at March 31, 2024 - $ - |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards 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 established when necessary to reduce deferred tax assets to amounts expected to be realized. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. 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 7 5,632 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 2,434 61,960 As of March 31, 2024, future minimum rent payments due under non-cancellable leases with initial are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 21,907 Thereafter - Total $ 21,907 Litigation and Other Loss Contingencies As of March 31, 2024, 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 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. 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 13,000 During the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin Games”), an entity owned by Ryan Dickinson, a former officer of the Company, to facilitate the establishment of receipt of retail lottery licenses in certain jurisdictions. As of December 31, 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 5,000 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. As of the date of this Report, no definitive documentation for this transaction has been signed. The Company paid Master Goblin an aggregate of approximately $ 53,000 440,000 53,000 316,919 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events 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, in relation to 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 cause 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 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 ASC ASU FASB |
Going Concern | 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 $ 241 8.2 5.7 25.5 60.0 53.0 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 | 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 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 | 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 | 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 $ 19,790 |
Use of Estimates | 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 | 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 | 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 | Cash and Restricted Cash As of March 31, 2024 and December 31, 2023, cash was comprised of cash deposits. From time to time cash deposits with some banks may exceed 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 |
Accounts Receivable | 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 March 31, 2024 by $ 3,000 97,520 |
Prepaid Expenses | 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 19,020,159 |
Investments | Investments On August 2, 2018, AutoLotto purchased 186,666 4 20 |
Property and equipment, net | 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: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3 |
Leases | 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 | 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 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 | Revenue Recognition Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606) |
Lottery game revenue | 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 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 | 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” Stock Compensation |
Income Taxes | 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 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. 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 | 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 , ● 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 | 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 | Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( ) In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3 |
Business Combination (Tables)
Business Combination (Tables) - Global Gaming Acquisition [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisition [Line Items] | |
Schedule of Identified Tangible and Intangible Asset Acquired | 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 $ 14,155,051 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,843 |
Schedule of Intangible Assets Acquired | Following are details of the purchase price allocated to the intangible assets acquired. Schedule of Intangible Assets Acquired Category Fair Value Customer relationships $ 410,000 Gaming licensees 4,020,000 Trade names and trademarks 2,540,000 Technology 1,620,000 Total Intangibles $ 8,590,000 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net as of March 31, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment March 31, 2024 December 31, 2023 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 (2,148,809 ) (2,145,988 ) Property and equipment, net $ 18,488 $ 21,309 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets Amortization Expenses | Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses March 31, 2024 December 31, 2023 Useful Life Gross Accumulated Net Gross Accumulated Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,062,639 ) $ 287,361 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,626,896 ) 923,104 2,550,000 (1,555,925 ) 994,075 Technology 6 3,050,000 (2,362,445 ) 687,555 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (9,470,000 ) 4,980,000 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (1,842,500 ) 2,177,500 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (825,593 ) 2,078,880 2,192,050 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,669,667 ) 5,265,333 6,935,000 (1,554,083 ) 5,380,917 $ 35,259,473 $ (18,859,740 ) $ 16,399,733 $ 34,547,050 $ (17,577,599 ) $ 17,681,874 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for years of useful life remaining is as follows: Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 4,674,934 2025 4,509,655 2026 1,976,515 2027 944,729 Thereafter 4,293,900 Total $ 16,399,733 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Controlling Interest | |
Schedule of Common Stock Warrants | Schedule of Common Stock Warrants Weighted Weighted Average Number of Average Remaining Aggregate Outstanding at December 31, 2023 24,415 $ 0.11 1.8 $ 1,200,387 Granted - - - - Exercised - - - Forfeited/cancelled - - - Outstanding at March 31, 2024 24,415 0.11 1.6 1,200,387 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Weighted Weighted Average Shares Outstanding Average Remaining Aggregate Outstanding at December 31, 2023 10,455 17,283 $ 8.20 3.2 $ 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled - - - - Outstanding at March 31, 2024 10,455 17,283 $ 8.20 3.2 $ 944,544 |
Schedule of Restricted Stock Awards Activity | The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value Number of Weighted Shares Fair Value Outstanding at December 31, 2023 191,622 $ 2.91 Granted 3,101,277 1.62 Vested 3,101,277 1.62 Forfeited/cancelled - - Restricted shares unvested at March 31, 2024 - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases | As of March 31, 2024, future minimum rent payments due under non-cancellable leases with initial are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 21,907 Thereafter - Total $ 21,907 |
Schedule of Depreciation of Pro
Schedule of Depreciation of Property and Equipment (Details) | Mar. 31, 2024 |
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 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
May 20, 2024 | Aug. 02, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated deficit | $ 240,815,185 | $ 235,106,206 | |||||
Working capital deficiency | 8,200,000 | ||||||
Loss from operations | 5,594,829 | $ 3,155,088 | 25,500,000 | $ 60,000,000 | $ 53,000,000 | ||
Marketable securities | 0 | 0 | |||||
Allowance for uncollectable recievables | 3,000 | 97,520 | |||||
Prepaid advertising | 2,000,000 | ||||||
Prepaid expenses | $ 19,044,832 | $ 19,020,159 | $ 19,020,159 | ||||
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] | |||||||
Outstanding shares percentage | 4% | ||||||
Ownership percentage | 20% | ||||||
Class A-1 Common Stock [Member] | |||||||
Shares purchased | 186,666 | ||||||
Subsequent Event [Member] | |||||||
Concentration risk credit risk uninsured deposits | 19,790 |
Schedule of Identified Tangible
Schedule of Identified Tangible and Intangible Asset Acquired (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||
Goodwill | $ 11,227,491 | $ 11,227,491 |
Global Gaming Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 517,460 | |
Accounts receivable, net | 34,134 | |
Prepaids | 5,024 | |
Property and equipment, net | 2,440 | |
Other assets, net | 65,349 | |
Intangible assets | 8,590,000 | |
Goodwill | 4,940,643 | |
Total assets | 14,155,051 | |
Accounts payable and other liabilities | (387,484) | |
Customer deposits | (134,707) | |
Related party loan | (417,017) | |
Total liabilities | (939,208) | |
Total net assets of Acquirees | $ 13,215,843 |
Schedule of Intangible Assets A
Schedule of Intangible Assets Acquired (Details) | Mar. 31, 2024 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 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 29, 2021 | Jan. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||||||
Repayment of notes payable | $ 53,000 | $ 4,700 | |||||
Global Gaming Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest percent | 20% | ||||||
Global Gaming Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Gross acquirees | $ 13,215,843 | ||||||
Global Gaming Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest percent | 80% | ||||||
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 | ||||||
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 | ||||||
Convertible Notes nayable | $ 63,800,000 | ||||||
Global Gaming Enterprises, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition percentage | 100% | ||||||
Medios Electronicos [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition percentage | 80% | ||||||
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 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,167,297 | $ 2,167,297 |
Accumulated depreciation | (2,148,809) | (2,145,988) |
Property and equipment, net | 18,488 | 21,309 |
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 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 2,821 | $ 24,556 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Mar. 22, 2022 | Sep. 30, 2023 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Interest rate | 6% | ||
Secured Promissory Note [Member] | |||
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 Finite Lived Intang
Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 35,259,473 | $ 34,547,050 |
Accumulated amortization | (18,859,740) | (17,577,599) |
Net | $ 16,399,733 | 17,681,874 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Gross carrying amount | $ 1,350,000 | 1,350,000 |
Accumulated amortization | (1,062,639) | (1,006,389) |
Net | $ 287,361 | 343,611 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Gross carrying amount | $ 2,550,000 | 2,550,000 |
Accumulated amortization | (1,626,896) | (1,555,925) |
Net | $ 923,104 | 994,075 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Gross carrying amount | $ 3,050,000 | 3,050,000 |
Accumulated amortization | (2,362,445) | (2,257,205) |
Net | $ 687,555 | 792,795 |
Software Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Gross carrying amount | $ 14,450,000 | 14,450,000 |
Accumulated amortization | (9,470,000) | (8,791,944) |
Net | $ 4,980,000 | 5,658,056 |
Gaming License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 6 years | |
Gross carrying amount | $ 4,020,000 | 4,020,000 |
Accumulated amortization | (1,842,500) | (1,675,000) |
Net | 2,177,500 | 2,345,000 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,904,473 | 2,192,050 |
Accumulated amortization | (825,593) | (737,053) |
Net | $ 2,078,880 | 2,167,420 |
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 | (1,669,667) | (1,554,083) |
Net | $ 5,265,333 | $ 5,380,917 |
Write-Off of Goodwill and Int_2
Write-Off of Goodwill and Intangibles (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment loss | $ 6,710,200 | |||
Intangible assets impairment loss | 800,000 | |||
Decrease in valluation allowance | $ 1,600,000 | |||
Income tax expense benefit | 4,150 | |||
Accumulated deficit | (240,815,185) | (235,106,206) | ||
Tin Bu LLC [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment loss | 5,650,000 | |||
Global Gaming Enterprises, Inc. [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment loss | 1,060,000 | |||
Change in goodwill | (1,653,067) | $ 1,653,067 | ||
Income tax expense benefit | $ 1,653,067 | |||
Accumulated deficit | $ (1,653,067) | |||
Global Gaming Enterprises, Inc. [Member] | Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets impairment loss | 488,000 | |||
Global Gaming Enterprises, Inc. [Member] | Technology-Based Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets impairment loss | $ 312,000 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 4,674,934 | |
2025 | 4,509,655 | |
2026 | 1,976,515 | |
2027 | 944,729 | |
Thereafter | 4,293,900 | |
Total | $ 16,399,733 | $ 17,681,874 |
Intangible assets, net (Details
Intangible assets, net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,284,982 | $ 1,381,035 | ||
Loss on impairment of long-lived assets | $ 412,450 | |||
Goodwill impairment loss | $ 6,710,200 | |||
Software development costs | 35,259,473 | 34,547,050 | ||
Software and Software Development Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Software development costs | 476,850 | 476,850 | ||
Tin Bu LLC [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 |
Notes Payable and Convertible_2
Notes Payable and Convertible Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 29, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Oct. 31, 2017 | Dec. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jun. 29, 2020 | Aug. 28, 2018 | |
Short-Term Debt [Line Items] | |||||||||||||
Interest rate | 6% | ||||||||||||
Balance on notes payable | $ 2,601,370 | $ 2,601,370 | |||||||||||
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% | ||||||||||||
Maturity date | Dec. 31, 2021 | ||||||||||||
Debt carry amount | 771,500 | 771,500 | |||||||||||
Balance on notes payable | 771,500 | ||||||||||||
Accrued interest | 318,909 | ||||||||||||
Series B Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Principal amount | $ 38,893,733 | $ 8,802,828 | |||||||||||
Interest rate | 8% | ||||||||||||
Maturity date | Dec. 21, 2021 | ||||||||||||
Balance on notes payable | 185,095 | ||||||||||||
Accrued interest | 68,491 | 64,799 | |||||||||||
Debt instrument, interest rate, effective percentage | 8% | ||||||||||||
Additional principal amount | $ 3,552,114 | ||||||||||||
Loss on extinguishment | 71,812 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 185,095 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 488,226 | ||||||||||||
Series B Notes [Member] | Convertible Promissory Note [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Convertible debt instrument amount | 10,000,000 | ||||||||||||
Series B Convertible Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Convertible promissory note balance | $ 0 | ||||||||||||
Short Term Loans [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Principal amount | $ 37,199 | $ 150,000 | |||||||||||
Interest rate | 3.75% | ||||||||||||
Accrued interest | 5,626 | 5,253 | |||||||||||
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% | ||||||||||||
Maturity date | Jun. 30, 2022 | ||||||||||||
Accrued interest | $ 269,247 | $ 242,381 | |||||||||||
Debt instrument, interest rate, effective percentage | 4.10% |
Schedule of Common Stock Warran
Schedule of Common Stock Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares Outstanding, Beginning balance | 24,415 | 24,415 |
Common Stock Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares Outstanding, Beginning balance | 24,415 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.11 | |
Weighted Average Remaining Contractual Life (years) Outstanding | 1 year 7 months 6 days | 1 year 9 months 18 days |
Aggregate Intrinsic Value Outstanding, Beginning balance | $ 1,200,387 | |
Number of Shares Outstanding, Beginning balance | ||
Weighted Average Exercise Price Outstanding, Beginning balance | ||
Number of Shares Outstanding, Beginning balance | ||
Weighted Average Exercise Price Outstanding, Beginning balance | ||
Number of Shares Outstanding, Beginning balance | ||
Weighted Average Exercise Price Outstanding, Beginning balance | ||
Aggregate Intrinsic Value Outstanding, Beginning balance | $ 1,200,387 | $ 1,200,387 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 01, 2018 | Mar. 31, 2024 | 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 | ||||
Number of trading days | 20 days | ||||
[custom:PurchaseAggregateShares-0] | 19,784 | ||||
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] | |||||
Stock Issued During Period, Shares, Acquisitions | 5,000,000 | ||||
Unit Purchase Option [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from sale of option | $ 100 | ||||
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 | ||||
Aggregate exercise price | $ 21,000,000 | ||||
Cash payment | $ 100 | ||||
Shares forfeited | 87,500 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of warrants to purchase | 87,500 | ||||
Number of share units | 87,500 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares Available for Grant, Outstanding | 10,455 | |
Outstanding Stock Awards, Outstanding | 17,283 | |
Average Exercise Price, Outstanding | $ 8.20 | |
Weighted Remaining Contractual Life (years), Outstanding | 3 years 2 months 12 days | 3 years 2 months 12 days |
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | |
Shares Available for Grant, Granted | ||
Outstanding Stock Awards, Granted | ||
Average Exercise Price, Granted | ||
Shares Available for Grant, Exercised | ||
Outstanding Stock Awards, Exercised | ||
Average Exercise Price, Exercised | ||
Shares Available for Grant, Forfeited/ Cancelled | ||
Outstanding Stock Awards, Forfeited/ Cancelled | ||
Average Exercise Price, Forfeited/ Cancelled | ||
Shares Available for Grant, Outstanding | 10,455 | 10,455 |
Outstanding Stock Awards, Outstanding | 17,283 | 17,283 |
Average Exercise Price, Outstanding | $ 8.20 | $ 8.20 |
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 191,622 | |
Weighted Average Grant Fair Value, Outstanding | $ 2.91 | |
Number of Shares, Granted | 3,101,277 | 191,622 |
Weighted Average Grant Fair Value, Granted | $ 1.62 | |
Number of Shares, Vested | 3,101,277 | |
Weighted Average Grant Fair Value, Vested | $ 1.62 | |
Number of Shares, Forfeited/ cancelled | ||
Weighted Average Grant Fair Value, Forfeited/ cancelled | ||
Number of Shares, Restricted shares unvested | ||
Weighted Average Grant Fair Value, Restricted shares unvested |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Payment Arrangement, Noncash Expense | $ 3,651,655 | $ 358,349 | |||
Directors Employees and Key Consultants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of restricted stock shares | 3,101,277 | ||||
Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of restricted stock shares | 3,101,277 | 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 | ||||
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% | ||||
2021 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Purchase price of common stock, percent | 5% | ||||
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 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases (Details) | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 21,907 |
Thereafter | |
Total | $ 21,907 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2018 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||||
Participation interests | $ 285,000,000 | |||
Percentage of raffle revenue net | 7% | |||
Obligation to pay digital securities amount | $ 5,632 | |||
Rent expenses | $ 61,960 | |||
Spicewood [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Rent expenses | $ 1,669 | |||
Waco [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Rent expenses | $ 2,434 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Millions | Apr. 29, 2024 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Investment commitment | $ 18 |