Lottery.com (LTRY) 10-K/A 3 Jun 24 2023 FY Annual report (amended) Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	May 17, 2024	Dec. 29, 2023
Document Type	10-K/A
Amendment Flag	true
Amendment Description	In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Lottery.com Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 (this “Amended Report”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Original Report”), to amend and revise the following Items of our Original Report
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38508
Entity Registrant Name	LOTTERY.COM INC.
Entity Central Index Key	0001673481
Entity Tax Identification Number	81-1996183
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	20808 State Hwy 71 W
Entity Address, Address Line Two	Unit B
Entity Address, City or Town	Spicewood
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78669
City Area Code	(737)
Local Phone Number	309-4500
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 7.8
Entity Common Stock, Shares Outstanding		4,780,380
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Auditor Firm ID	3313
Auditor Name	Yusufali & Associates, LLC
Auditor Location	55 Addison Drive, Short Hills, NJ 07078
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	LTRY
Security Exchange Name	NASDAQ
Warrants to purchase one share of common stock, each at an exercise price of $230.00
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $230.00
Trading Symbol	LTRYW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 359,826	$ 102,766
Restricted cash
Accounts receivable	24,241	208,647
Prepaid expenses	19,020,159	19,409,323
Other current assets	907,632	718,550
Total current assets	20,311,858	20,439,286
Notes receivable	2,000,000	2,000,000
Investments	250,000	250,000
Goodwill	11,227,491	19,590,758
Intangible assets, net	17,681,874	23,982,445
Property and equipment, net	21,309	108,078
Other long-term assets	12,884,686	13,009,686
Total assets	64,377,218	79,380,253
Current liabilities:
Trade payables	7,991,802	7,607,633
Deferred revenue	357,143	464,286
Notes payable - current	6,026,669	3,755,676
Accrued interest	858,875	484,172
Accrued and other expenses	11,359,616	4,626,973
Other liabilities	1,167,111	625,028
Total current liabilities	27,761,216	17,563,768
Long-term liabilities:
Convertible debt, net - noncurrent
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (Note 13)
Total liabilities	27,761,216	17,563,768
Equity Controlling Interest
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding
Common stock, par value $0.001, 500,000,000 shares authorized, 2,877,045 and 2,527,045 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	2,877	2,527
Additional paid-in capital	269,690,569	267,597,370
Accumulated other comprehensive loss	(91,667)	3,622
Accumulated deficit	(235,106,206)	(208,187,210)
Total Lottery.com Inc. stockholders’ equity	34,495,573	59,416,309
Noncontrolling interest	2,120,429	2,400,176
Total Equity	36,616,002	61,816,485
Total liabilities and stockholders’ equity	$ 64,377,218	$ 79,380,253

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	2,877,045	2,527,045
Common stock, shares outstanding	2,877,045	2,527,045

Consolidated Statements of Oper

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

Consolidated Statements of Equi

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

Consolidated Statements of Cash

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

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Note 1. Nature of Operations Description of Business During FY 2023, the Company addressed legacy issues while successfully regaining full compliance with Nasdaq’s continued listing rules and restarting operations in order to stage Lottery.com for growth in FY 2024. The cornerstone of the Company’s operational progress for FY 2024 will be driven by technology, product and service/capability enhancements. This Amended Report is reflective of the Company’s commitment to transparency, integrity, and responsible corporate governance. The investment commitments from United Investments Capital London, including Prosperity Investment Management and others, and investors placed by Univest Securities LLC, outlined in this report are evidence of investor belief in Management’s capability to resume core lottery and gaming operations, monetize the Sports.com brand, and expand all the Company’s brands across the globe. Lottery.com Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto, Inc. (“AutoLotto”). Following the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. In connection with the Business Combination the Company moved its headquarters from New York, New York to Spicewood, Texas. The Company is a leading provider of domestic and international lottery products and services. As an independent third-party lottery game service, the Company offers a platform that it developed and operates to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the “Platform”). The Company’s revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform ” 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	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP 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 $ 235.1 million and working capital of approximately negative $ 7.5 million on December 31, 2023. For the year ending December 31, 2023, the Company sustained a net loss of $ 25.5 million. The Company sustained a loss from operations of $ 55.9 million and $ 53.0 million for the years ending December 31, 2022 and 2021, respectively. Subsequently, the Company sustained additional operating losses and anticipates additional operating losses for the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with a loan agreement the Company entered into with United Capital Investments Ltd. (“UCIL”) on July 21, 2023, the Plans for Recommencement of Company Operations to require substantial funds to implement and there is no assurance that the Company will be able to continue raising the required capital. The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute the business plan for the relaunch of its core business, the successful monetization of Sports.com, and keep expenditures in line with available operating capital. Such conditions raise substantial doubt about the Company’s ability to continue as a going concern. Impact of Trident Acquisition Corp. Business Combination We accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and Trident Acquisition Corp. (“TDAC”) as the accounting acquiree. This determination was primarily based on: ● former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”); ● the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors; ● AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; ● the post-combination company assuming the Lottery.com name; ● Lottery.com maintaining the pre-existing AutoLotto headquarters; and the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy. Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded. While TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying consolidated financial statements reflect (i) the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the closing of the Business Combination; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to AutoLotto’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination. Non-controlling Interest Non-controlling interest represents the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280, Segment Reporting, the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing lottery products and services. We determined that our Chief Financial Officer is the Chief Operating Decision Maker and he uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented. Concentration of Credit Risks Financial instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash holdings are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. The Company maintains deposits and certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which are not FDIC insured. In addition, deposits aggregating approximately $ 13,356 Use of Estimates The preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions the Company believes to be reasonable under the circumstances. Reclassifications Certain balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the balances of current or total assets and prior year’s net loss or accumulated deficit. Foreign currency translation Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss). Cash and Restricted Cash As of December 31, 2023 and 2022, cash was comprised of cash deposits, and deposits with some banks exceeded federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company had no As of December 31, 2022, the restricted cash balance was $ 0 as the bank took the collateral in the restricted account during October of 2022 in order to satisfy the amount owed under the Line of Credit. (See Subsequent Events - In January of 2022, the Company pledged $30,000,000 for a line of credit which was subsequently claimed for settlement of such line of credit). Accounts Receivable The Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, which are its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company increased its allowance for uncollectible receivables as of December 31, 2023 by $ 10,000 84,520 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 $19,409,323 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 Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2023 and 2022 were approximately $ 377,000 $1,261,000 respectively. Income Taxes For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting. For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the Company’s tax return and provision based upon its relative ownership. Income taxes are accounted for in accordance with ASC 740, “ Income Taxes 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

Restatement of Financial Statem

Restatement of Financial Statements	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Restatement of Financial Statements	Note 3. Restatement of Financial Statements Management of the Company re-evaluated its accounting for year ending December 31, 2023, the Company determined to restate its previously issued financial statements as of December 31, 2023 to correct accounting errors related to goodwill, current assets, revenue, and equity. The following tables summarize the effect of the restatements on the specific items presented in our previously reported financial statements: LOTTERY.COM INC. CONSOLIDATED BALANCE SHEETS (RESTATED) Schedule of Restatements on Previously Reported Financial Statements Reported Impacts Restated Fiscal Year Ended December 31, 2023 As Previously As Reported Adjustments Restated ASSETS Cash $ 359,826 $ - $ 359,826 Accounts receivable 24,241 - 24,241 Prepaid expenses 19,020,159 - 19,020,159 Other current assets 825,948 81,684 (1) (1) 907,632 Notes receivable 2,000,000 - 2,000,000 Investments 250,000 - 250,000 Goodwill 12,880,558 (1,653,067 (2) ) (2) 11,227,491 Intangible assets, net 17,681,874 - 17,681,874 Property and equipment, net 21,309 - 21,309 Other long term assets 12,884,686 - 12,884,686 Total Assets $ 65,948,601 $ (1,571,383 (1)(2) ) (1)(2) $ 64,377,218 LIABILITIES AND STOCKHOLDERS’ EQUITY Trade payables 8,009,534 (17,732 (3) ) (3) 7,991,802 Deferred revenue 357,143 - 357,143 Notes payable – current 6,075,594 (48,925 (4) ) (4) 6,026,669 Accrued interest 867,236 (8,361 ) 858,875 Accrued and other expenses 11,519,474 (160,426 (5) ) (5) 11,359,048 Other liabilities 1,070,233 96,878 (6) (6) 1,167,111 Total current liabilities 27,899,214 (138,566 ) 27,760,648 Total liabilities 27,899,214 (138,566 (3) to (6) ) (3) to (6) 27,760,648 Common Stock 2,877 - 2,877 Additional paid in capital 269,690,569 - 269,690,569 Accumulated other comprehensive loss (144,729 ) 53,062 (7e) (91,667 ) Accumulated deficit (233,759,640 ) 1,346,566 (1) to (7) (1) to (7) (235,106,206 ) Noncontrolling interest 2,260,310 (139,881 ) (7f) 2,120,429 Total Lottery.com Inc. stockholders’ equity 38,049,387 1,432,817 (1) to (7) (1) to (7) 36,616,002 Total liabilities and stockholders’ equity $ 65,948,601 $ (1,571,383 ) $ 64,377,218 The accompanying notes are an integral part of these consolidated financial statements. LOTTERY.COM INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (RESTATED) 2023 Adjustments 2023 Year Ended December 31, 2023 2023 (As Previously Reported) Adjustments (As Restated) Revenue $ 6,482,638 504,836 (7a) $ 6,987,474 Cost of revenue 5,545,531 121,013 (7b) 5,666,544 Gross margin 937,107 383,823 (7c) 1,320,930 Operating expenses: 25,119,831 1,368,215 (7) 26,488,046 Loss from operations (24,182,724 ) (984,382 ) (7) $ (25,167,116 ) Net loss before income tax $ (24,702,722 ) - $ (25,679,655 ) Income tax expense (benefit) - 60,000 (8) 60,000 Net Loss $ (24,702,722 ) - $ (25,739,655 ) Other comprehensive loss - Foreign currency translation adjustment, net (34,256 ) 36,017 (7g) (70,273 ) Comprehensive loss (24,736,978 ) - (25,809,928 ) Net income attributable to noncontrolling interest 72,227 200,386 (7h) 272,613 Net loss attributable to Lottery.com Inc. (24,664,751 ) - (25,537,315 ) Net loss per common share Basic and diluted $ (9.12 ) $ (9.84 ) Weighted average common shares outstanding Basic and diluted 2,704,032 2,596,493 The accompanying notes are an integral part of these consolidated financial statements. LOTTERY.COM INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2023 (As Previously Reported) Adjustments (As Restated) Cash flow from operating activities Net loss attributable to Lottery.com Inc. $ (24,664,751 ) $ (872,564 ) (7a) to (7c) $ (25,537,315 ) Adjustments to reconcile net loss to net cash used in operating activities: Net income attributable to noncontrolling interest (72,227 ) 351,974 (7h) 279,747 Depreciation and amortization 4,498,477 1,192,902 (7) 5,691,379 Stock-based compensation expense 2,093,199 - 2,093,199 Loss on impairment of intangibles 7,510,000 (799,800 ) (2) 6,710,200 Changes in assets & liabilities: Accounts receivable 184,406 - 184,406 Prepaid expenses 389,164 - 389,164 Other current assets (107,398 ) (81,684 ) (1) (189,082 ) Trade payables 401,901 (17,732 ) (3) 384,169 Deferred revenue (107,143 ) - (107,143 ) Accrued interest 383,064 (8,361 ) 374,703 Accrued and other expenses 6,892,501 89,918 (5) 6,982,419 Other liabilities 445,205 96,878 (6) 542,083 Other long term assets 125,000 - 125,000 Prior period adjustments to Accumulated Deficit (8) 0 32,151 (8) (32,151 ) Net cash provided by operating activities (2,028,602 ) 80,620 (2,109,222 ) Cash flow from investing activities Net cash used in investing activities - - - Cash flow from financing activities Proceeds from issuance of notes payable 2,319,918 48,925 (4) 2,270,993 Net cash provided by financing activities 2,319,918 - (7g) 2,270,993 Effect of exchange rate changes on cash (34,256 ) 129,545 95,289 Net change in net cash and restricted cash 257,060 - 257,060 Cash and restricted cash at beginning of period 102,766 - 102,766 Cash and restricted cash at end of period 359,826 - 359,826 The specific explanations for the items noted above in the restated financial statements are as follows: 1. After reexamination of funding provided by UCIL, it was determined that payments made by UCIL for deposits toward the acquisition of Nook had not been recorded by the Company. Such payments have been recorded as an asset for deposits for acquisition and as an increase to the balance of the convertible note owed to UCIL. 2. In connection with completion of the tax provision for 2023, a transaction which had been recorded in 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $ 1.6 1,653,067 1,653,067 3. In connection with a review of UCIL, it was also determined that UCIL had paid the open balance owed to two vendors. The correction recorded was a decrease to accounts payable and an increase to the loan from UCIL. 4. Woodford Debt a. a. Upon further review of amounts recorded as convertible debt from Woodford during the first half of 2023 a determination was made that certain amounts had been incorrectly credited to Woodford, and inadvertently recorded as additional operating expenses. This was corrected by reducing the balance for convertible debt from Woodford and reducing operating expenses. b. The item described in (1) above resulted in an increase to convertible debt from UCIL by $ 81,464 c. The net effect of these corrections was an increase in Convertible debt by $ 48,925 5. In connection with additional review of balance sheet accounts, it was determined that certain items had been over accrued. As a result, we reduced accrued and other expenses. 6. Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities. 7. After the 10-K for the year ended December 31, 2023 was filed, it was determined that an error had occurred in consolidating results of operations such that only the fourth quarter of 2023 had been included for Global Gaming and the first through third quarters for Global Gaming were inadvertently omitted. It was also determined that there were some issues with calculations and exchange rates and related to non-controlling interest. These issues were corrected by: a. Increasing revenue to include the first through third quarters of 2023 for Global Gaming. b. Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming. c. The effect of 7.a. and 7.b was a net increase to gross margin d. Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming. e. A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7. f. A correction was made to non-controlling interest in connection with the changes described here in item 7. g. A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7. h. A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7. 8. In connection with completion of the tax provision for the year ended December 31, 2023, it was determined that: there would be state taxes owed to Texas in connection with the lottery ticket sales that occurred in April; there may be taxes owed to other states; the existence of multiple legal entities appears to result in state taxes being owed by more than one entity from a consolidated perspective. As a result, we recorded an estimate of $ 60,000

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination	Note 4. Business Combination TDAC Combination On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 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 13,215,842 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 $ 14,155,050 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,842 Goodwill recognized in connection with the acquisition - is primarily attributed to an anticipated growing lottery market in Mexico that is expected to be achieved from the integration of these Mexican entities. None of the goodwill is expected to be deductible for income tax purposes. Following are details of the purchase price allocated to the intangible assets acquired. Schedule of Intangible Assets Acquired Category Fair Value Customer relationships $ 410,000 Gaming licensees 4,020,000 Trade names and trademarks 2,540,000 Technology 1,620,000 Total Intangibles $ 8,590,000

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Note 5. Property and Equipment, net Property and equipment, net as of December 31, 2023 and 2022, consisted of the following: Schedule of Property and Equipment December 31, December 31, 2023 2022 Computers and equipment $ 124,199 $ 124,199 Furniture and fixtures 16,898 16,898 Software 2,026,200 2,026,200 Property and equipment 2,167,297 2,167,297 Accumulated depreciation (2,145,988 ) (2,059,219 ) Property and equipment, net $ 21,309 $ 108,078 Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $ 90,744 160,466

Prepaid Expenses

Prepaid Expenses	12 Months Ended
	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses	Note 6. Prepaid Expenses Prepaid expenses consist primarily of advertising credits from two top tier media organizations that operate in the United States. The advertising credits were obtained in return for warrants, shares of common stock and shares of preferred stock. The agreements do not specify a time period for utilizing these credits and there is no requirement to provide cash or other consideration in connection with utilizing them. The balance can be utilized at any time at the mutual consent of the parties. The Company expects to begin utilizing these credits in the second quarter of 2024 and anticipates fully utilizing all of them by the end of 2024. Accordingly, they are presented as current assets.

Notes Receivable

Notes Receivable	12 Months Ended
	Dec. 31, 2023
Credit Loss [Abstract]
Notes Receivable	Note 7. Notes Receivable On March 22, 2022, the Company entered into a three 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	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Write-Off of Goodwill and Intangibles	Note 8. Write-Off of Goodwill and Intangibles As required by ASC 350 Intangibles – Goodwill and Other Impairment and ASC 360 – Impairment Testing: Long-Lived Assets, in connection with preparing the consolidated financial statements for the period ended December 31, 2023, management conducted a review as to whether there are conditions or circumstances that may indicate the impairment of its long-lived assets, goodwill and other indefinite-lived intangible assets. The Company reviewed the goodwill and intangibles acquired in the acquisitions of TinBu, LLC and Global Gaming Enterprises, Inc., the domain names and software purchased from third parties, and software developed in-house. Each of TinBu, Global Gaming, and Lottery.com is considered a reporting unit for application of the annual review for potential impairment. The company performed a valuation of each of the reporting units described above, using discounted cash flow methodologies and estimates of fair market value. Given the results of the quantitative assessment, the company determined that the goodwill for the TinBu and Global Gaming reporting units was impaired. For the year ended December 31, 2023, the company recognized goodwill impairment charges of $ 5.65 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	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, net	Note 9. Intangible assets, net Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses December 31, 2023 December 31, 2022 Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,006,389 ) $ 343,611 $ 1,350,000 $ (781,385 ) $ 568,615 Trade name 6 2,550,000 (1,555,925 ) 994,075 2,550,000 (642,222 ) 1,907,778 Technology 6 3,050,000 (2,257,205 ) 792,795 3,050,000 (1,437,778 ) 1,612,222 Software agreements 6 14,450,000 (8,791,944 ) 5,658,056 14,450,000 (5,968,611 ) 8,481,389 Gaming license 6 4,020,000 (1,675,000 ) 2,345,000 4,020,000 (1,005,000 ) 3,015,000 Internally developed software 2 10 2,904,473 (737,053 ) 2,167,420 2,192,050 (350,232 ) 2,554,241 Domain name 15 6,935,000 (1,554,083 ) 5,380,917 6,935,000 (1,091,750 ) 5,843,250 $ 35,259,473 $ (17,577,599 ) $ 17,681,874 $ 34,547,050 $ (11,276,978 ) $ 23,982,495 Amortization expense with respect to intangible assets for the year ended December 31, 2023 and 2022 totaled $ 5,550,882 5,440,908 412,450 5,650,000 1,060,200 6,710,200 488,300 311,500 798,800 Estimated amortization expense for years of useful life remaining is as follows: double check future amortization. Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 4,829,655 2025 4,509,655 2026 2,642,155 2027 1,245,517 Thereafter 4,454,892 Total $ 17,681,874 The Company had software development costs of $ 476,850 related to projects not placed in service as of both December 31, 2023 and December 31, 2022, which is included in intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated using the straight-line method over the appropriate estimated useful life when the assets are put into service.

Notes Payable and Convertible D

Notes Payable and Convertible Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Notes Payable and Convertible Debt	Note 10. Notes Payable and Convertible Debt Secured Convertible Note In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $ 935,000 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 . The notes bear interest at 8 % per year, are unsecured, and are due and payable on dates ranging from December 2021 to December 2022. The Company cannot prepay these loans without consent from the noteholders. As of December 31, 2021, the Series B Convertible Notes had a balance of $ 0 . During the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the principal value of the notes. The additional principal associated with the amendments totaled $ 3,552,114 71,812 As of October 29, 2021, all except $ 185,095 488,226 185,095 64,799 49,992 PPP Loan On May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest were forgivable after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintained its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during the third quarter of fiscal year 2021. Short term loans On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $ 150,000 3.75 150,000 5,253 3,764 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 December 30, 2023 and December 31, 2022, the balance of the notes was $ 2,601,370 242,381 164,846

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity Controlling Interest
Stockholders’ Equity	Note 11. Stockholders’ Equity Reverse Split On August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share The effects of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and in all subsequent reports for all periods presented. Preferred Stock Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 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 As of December 31, 2023 and December 31, 2022, 2,877,045 2, 52 7 Schedule of Common Stock As of December 31, 2021 2,512,815 Issuance of Common Stock for legal settlement 3,000 Exercise of options (Note 11) 3,006 Restricted stock award 8,224 As of December 31, 2022 2,527,045 Issuance of common stock 350,000 As of December 31, 2023 2,877,045 Public Warrants The Public Warrants became exercisable 30 days after the Closing; the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● 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 December 31, 2023 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 Warrant Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Outstanding at December 31, 2021 19,784 $ 2.20 4.0 $ 272,638 Granted 4,631 151.20 3.8 0 Exercised - - - Forfeited/cancelled - - - Outstanding at December 31, 2022 24,415 0.11 2.8 1,200,387 Granted - - - Exercised - - - Forfeited/cancelled - - - Outstanding at December 31, 2023 24,415 $ 0.11 1.8 $ 1,200,387 Beneficial Conversion Feature - Convertible Debt As detailed in Note 10 8,480,697 as additional paid in capital and a corresponding debt discount of $ 2,795,000 . This additional paid in capital is reflected in the accompanying consolidated Statements of Equity. Earnout Shares As detailed in Note 4 - as part of the TDAC Combination as of December 31, 2021 a total of 5,000,000

Stock-based Compensation

Stock-based Compensation	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Note 12. Stock-based Compensation Expense 2015 Stock Option Plan Prior to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time neither listed on any Stock Exchange, then the Fair Market Value shall be determined by the Board of Directors or the Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall deem appropriate. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Twenty-Two Thousand Five Hundred (22,500). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant 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 2023 Equity Incentive Plan On October 10, 2023, the Board adopted the Lottery.com 2023 Employees’ Directors’ and Consultants Stock Issuance and Option Plan (the “2023 Plan”) under which 500,000 350,000 Stock Options The Company did not issue any new stock options during the years ended December 31, 2023 and 2022. The following table shows stock option activity for the years ended December 31, 2023 and 2022: Schedule of Stock Option Activity Weighted Weighted Average Shares Outstanding Average Remaining Aggregate Available Stock Exercise Contractual Intrinsic for Grant Awards Price Life (years) Value Outstanding at December 31, 2021 13,461 17,283 $ 19.40 4.4 $ 2,061,303 Granted - - - - Exercised - (3,006 ) (13.40 ) - Forfeited/cancelled (3,006 ) 3,006 13.40 - Outstanding at December 31, 2022 10,455 17,283 8.20 3.4 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled (uncancelled) - - - - Outstanding at December 31, 2023 10,455 17,283 $ 8.20 2.4 $ 944,544 Stock-based compensation expense related to the employee options was $ 0 Restricted awards The Company awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate vesting, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity. For employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted shares, over the service period for the restricted shares that vest over a period of multiple years and for performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of December 31, 2021, the Company had granted 191,622 shares with vesting to begin April 2022. For the year ended December 31, 2022, the Company recognized $ 27,137,991 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $ 0 . The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value Outstanding at December 31, 2021 191,622 $ 295.00 Granted - - Vested - - Forfeited/cancelled - - Restricted shares unvested at December 31, 2022 191,622 $ 295.00 Outstanding at December 31, 2022 191,622 $ 295.00 Granted 350,000 2.91 Vested 398,590 2.91 Forfeited/cancelled (143,032 ) - Restricted shares unvested at December 31, 2023 - $ -

Loss Per Share

Loss Per Share	12 Months Ended
	Dec. 31, 2023
Net loss per common share
Loss Per Share	Note 13. Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Schedule of Basic and Diluted Net Income Loss Per Share Year ended December 31, 2022 2023 2022 Comprehensive net loss attributable to stockholders $ (25,537,315 ) $ (59,999,072 ) Weighted average common shares outstanding Basic and diluted 2,596,493 2,522,175 Net loss per common share Basic and diluted $ (9.84 ) $ (23.79 ) As of December 31, 2023, the Company excluded 10,456 23,417 24,415 250,000 87,500 As of December 31, 2023, the Company excluded 17,283 100,639 191,622 193,465 86,301 30,206

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 14. Income Taxes The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2023 and December 31, 2022: Schedule of Pre-tax Income (Loss) by Jurisdiction 2023 2022 Year ended December 31, 2022 2023 2022 Domestic $ (25,683,200 ) $ (13,525,998 ) Foreign 3,545 (1,899,580 ) Total (25,679,655 ) (15,425,578 ) The provision for income taxes for continuing operations for the year ended December 31, 2023 and 2022 consist of the following Schedule of Income Tax for Continuing Operations 2023 2022 Year ended December 31, 2022 2023 2022 Current Income Taxes Federal $ 0 $ 0 State 60,000 23,364 Foreign 0 0 Total current income taxes 60,000 23,364 Deferred Income Taxes Federal - - State - - Foreign - - Total deferred income taxes - - Total Income Tax Expense (benefit) $ 60,000 $ 23,364 A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. Income tax expense for the year ended December 31, 2023 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed. Schedule of Increase in the Valuation Allowance 2023 2022 Year ended December 31, 2022 2023 2022 Tax Expense at statutory federal rate of 21 $ (5,392,727 ) $ (3,239,371 ) State income taxes, net of federal income tax benefit 60,000 23,364 Foreign Rate Differential 318 - Permanent Differences 1,203,361 37,919 Other - Misc. Change in Valuation Allowance 4,189,048 3,201,452 Income tax expense (benefit) 60,000 23,364 Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Long-term deferred tax assets: Federal Net Operating Loss Carryforwards $ 36,378,116 $ 20,145,126 Intangible Assets 1,492,426 (861,317 ) Accrued Compensation & Benefits 863,049 - Foreign Net Operating Loss Carryforwards 773,134 - Stock Compensation - - State Net Operating Loss Carryforwards - - Other 19,540 19,540 Total deferred tax assets before valuation allowance 39,526,265 29,214,108 - - Deferred tax liabilities: - - Fixed Assets 316 (46,035 ) Intangible Assets - - Total deferred tax liabilities 316 (46,035 ) Valuation Allowance (39,525,949 ) (29,260,143 ) Net deferred tax assets and liabilities $ - $ - For the year ended December 31, 2023, the valuation allowance increased by $ 10,265,807 At December 31, 2023, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”) carryforwards of approximately $ 173,229,125 22,050149 151,178,976 We account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We have not recorded any unrecognized tax benefits as of December 31, 2023. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. The Company files U.S. federal and state returns. The Company’s foreign subsidiary also files a local tax return in their local jurisdiction. From a U.S. federal, state and Mexican perspective the years that remain open to examination are consistent with each jurisdiction’s statute of limitations. The Company has not filed its 2021, 2022 and 2023 U.S. federal and state corporate income tax returns. The Company’s foreign subsidiary in Mexico is current with the filing of its tax returns through 2022. The Company expects to file these documents as soon as possible. While the Company is in a net loss position and expects no income tax amounts to be due except for minimum state and local income taxes, the Company is at risk of penalties for failure to file. As of the date of this Amended Report, the Company has not been informed that such penalties have been assessed, therefore no accrual for such has been recorded in the Company’s financial statements. The Company’s federal income tax returns for the years 2020-2023 remain subject to examination by the Internal Revenue Service. The state returns for 2019-2023 are also open for exam.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 15. Commitments and Contingencies Indemnification Agreements The Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2023 and 2022. Digital Securities In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 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 December 31, 2023, 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 30,880 Thereafter - Total $ 30,880 Litigation and Other Loss Contingencies As of December 31, 2023, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company of its size and scope. See Part II, Item 1

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 16. Related Party Transactions The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties. During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company paid $ 4,700 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 (see Subsequent Events). As of the date of this Amended Report, no definitive documentation for this transaction has been signed. The Company paid Master Goblin an aggregate of approximately $ 53,000 440,000 53,000 316,919

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 17. Subsequent Events As reported on form 8-K filed with the SEC on February 9, 2024, on February 5, 2024, the Company entered into a Memorandum of Understanding (the “MOU”) with WA Technology Group Limited (“WATG”), whereby the Company has agreed to pay WATG a total of $ 500,000 3.00 500,000 As reported on form 8-K filed with the SEC on February 21, 2024, on February 15, 2024, 1,000,000 3.00 The first payment of $150,000 in restricted common stock (50,000 shares) of the Company is due and payable not later than June 15, 2024. The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows: (i) a second payment of $212,500 (70,833 shares) due on or before August 14, 2024; (ii) a third payment, of $212,500 (70,833 shares) due on or before November 12, 2024; (iii) a fourth payment of $212,500 (70,833 shares) due on or before February 10, 2025; and (vi) a final and fifth payment of $212,500 (70,834 shares) due on or before May 16, 2025. In addition, the Company has agreed to make available to the business of SportLocker.com, cash, media credits or combination thereof over the twelve months following the Closing Date as additional capital investment into the business plan, to facilitate brand awareness, user acquisition and general performance marketing and promotion, influencer and subscription campaigns and branding activities of S&MI’s streaming and social engagement, subject to the Company successfully raising a minimum of new capital. On March 7, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has launched the “Sports.com App”. The App (which is available for download for free from all major app stores) connects sports content with audiences worldwide. By uniting a diverse community of sports enthusiasts across various genres, demographics, and countries, Sports.com plans to eliminate multiple cultural barriers and foster a global sports community. On March 28, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has obtained the rights to live stream the March 31, 2024 heavyweight title fight between Frazier Clarke and Fabio Wardley. The live stream was available to view for free for millions of sports fans in Africa, via the Sports.com website. The live streaming event is the result of a partnership between Sports.com, BOXXER, the fast-growing UK boxing promotional company, and Sky Sports in the UK and Ireland. Sports.com had entered into an agreement with BOXXER to provide live coverage through the Sports.com platform in Africa, via local telecom partners such as Vodacom, which will provide free access to millions of viewers. This partnership underscores Sports.com’s commitment to bringing inclusivity, innovation, and entertainment to sports. To view the live streaming event on Sports.com, African-based sports fans were able to sign up via local mobile operators to watch the fight on the Sports.com platform. Sports.com’s strategic intent is to provide more such content to sports fans in underserved markets including those in the Middle East and Africa. On April 1, 2024, Lottery.com resumed its sweepstakes offerings through its partnership with the WinTogether.org foundation (DBA: DonateTo.Win). The initial sweepstakes will be active until at least September 30, 2024. On April 22, 2024, the Company, by and through its outside legal counsel, issued a cease and desist notice to PR Fire Limited, a U.K. based firm and Mr. Samuel Allcock, its CEO, for unlawful attempts to manipulate the public markets by disseminating false and misleading statements about the Company, its current officers and directors in certain articles caused to be published by PR Fire Limited. The Company’s outside legal counsel reported the matter to the proper authorities. On April 24, 2024, the Company, by and through its outside legal counsel, issued a cease and desist notice to certain individuals and entities in participation with a common scheme and acting in concert to financial harm to the Company by privately and publicly disseminating false and misleading statements about the Company, its current officers and directors. The Company’s outside legal counsel reported the matter to the proper authorities. On April 29, 2024, the Board of Directors of the Company approved the addition of Mr. Warren Macal as a member of the Company’s Board of Directors. Macal’s nomination follows the December 2023 $ 18

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
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 $ 235.1 million and working capital of approximately negative $ 7.5 million on December 31, 2023. For the year ending December 31, 2023, the Company sustained a net loss of $ 25.5 million. The Company sustained a loss from operations of $ 55.9 million and $ 53.0 million for the years ending December 31, 2022 and 2021, respectively. Subsequently, the Company sustained additional operating losses and anticipates additional operating losses for the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with a loan agreement the Company entered into with United Capital Investments Ltd. (“UCIL”) on July 21, 2023, the Plans for Recommencement of Company Operations to require substantial funds to implement and there is no assurance that the Company will be able to continue raising the required capital. The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute the business plan for the relaunch of its core business, the successful monetization of Sports.com, and keep expenditures in line with available operating capital. Such conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Impact of Trident Acquisition Corp. Business Combination	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 $ 13,356
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 December 31, 2023 and 2022, cash was comprised of cash deposits, and deposits with some banks exceeded federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company had no As of December 31, 2022, the restricted cash balance was $ 0 as the bank took the collateral in the restricted account during October of 2022 in order to satisfy the amount owed under the Line of Credit. (See Subsequent Events - In January of 2022, the Company pledged $30,000,000 for a line of credit which was subsequently claimed for settlement of such line of credit).
Accounts Receivable	Accounts Receivable The Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, which are its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company increased its allowance for uncollectible receivables as of December 31, 2023 by $ 10,000 84,520
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 $19,409,323
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
Advertising Costs	Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2023 and 2022 were approximately $ 377,000 $1,261,000 respectively.
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)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Depreciation of Property and Equipment	Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3

Restatement of Financial Stat_2

Restatement of Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of Restatements on Previously Reported Financial Statements	The following tables summarize the effect of the restatements on the specific items presented in our previously reported financial statements: LOTTERY.COM INC. CONSOLIDATED BALANCE SHEETS (RESTATED) Schedule of Restatements on Previously Reported Financial Statements Reported Impacts Restated Fiscal Year Ended December 31, 2023 As Previously As Reported Adjustments Restated ASSETS Cash $ 359,826 $ - $ 359,826 Accounts receivable 24,241 - 24,241 Prepaid expenses 19,020,159 - 19,020,159 Other current assets 825,948 81,684 (1) (1) 907,632 Notes receivable 2,000,000 - 2,000,000 Investments 250,000 - 250,000 Goodwill 12,880,558 (1,653,067 (2) ) (2) 11,227,491 Intangible assets, net 17,681,874 - 17,681,874 Property and equipment, net 21,309 - 21,309 Other long term assets 12,884,686 - 12,884,686 Total Assets $ 65,948,601 $ (1,571,383 (1)(2) ) (1)(2) $ 64,377,218 LIABILITIES AND STOCKHOLDERS’ EQUITY Trade payables 8,009,534 (17,732 (3) ) (3) 7,991,802 Deferred revenue 357,143 - 357,143 Notes payable – current 6,075,594 (48,925 (4) ) (4) 6,026,669 Accrued interest 867,236 (8,361 ) 858,875 Accrued and other expenses 11,519,474 (160,426 (5) ) (5) 11,359,048 Other liabilities 1,070,233 96,878 (6) (6) 1,167,111 Total current liabilities 27,899,214 (138,566 ) 27,760,648 Total liabilities 27,899,214 (138,566 (3) to (6) ) (3) to (6) 27,760,648 Common Stock 2,877 - 2,877 Additional paid in capital 269,690,569 - 269,690,569 Accumulated other comprehensive loss (144,729 ) 53,062 (7e) (91,667 ) Accumulated deficit (233,759,640 ) 1,346,566 (1) to (7) (1) to (7) (235,106,206 ) Noncontrolling interest 2,260,310 (139,881 ) (7f) 2,120,429 Total Lottery.com Inc. stockholders’ equity 38,049,387 1,432,817 (1) to (7) (1) to (7) 36,616,002 Total liabilities and stockholders’ equity $ 65,948,601 $ (1,571,383 ) $ 64,377,218 The accompanying notes are an integral part of these consolidated financial statements. LOTTERY.COM INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (RESTATED) 2023 Adjustments 2023 Year Ended December 31, 2023 2023 (As Previously Reported) Adjustments (As Restated) Revenue $ 6,482,638 504,836 (7a) $ 6,987,474 Cost of revenue 5,545,531 121,013 (7b) 5,666,544 Gross margin 937,107 383,823 (7c) 1,320,930 Operating expenses: 25,119,831 1,368,215 (7) 26,488,046 Loss from operations (24,182,724 ) (984,382 ) (7) $ (25,167,116 ) Net loss before income tax $ (24,702,722 ) - $ (25,679,655 ) Income tax expense (benefit) - 60,000 (8) 60,000 Net Loss $ (24,702,722 ) - $ (25,739,655 ) Other comprehensive loss - Foreign currency translation adjustment, net (34,256 ) 36,017 (7g) (70,273 ) Comprehensive loss (24,736,978 ) - (25,809,928 ) Net income attributable to noncontrolling interest 72,227 200,386 (7h) 272,613 Net loss attributable to Lottery.com Inc. (24,664,751 ) - (25,537,315 ) Net loss per common share Basic and diluted $ (9.12 ) $ (9.84 ) Weighted average common shares outstanding Basic and diluted 2,704,032 2,596,493 The accompanying notes are an integral part of these consolidated financial statements. LOTTERY.COM INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2023 (As Previously Reported) Adjustments (As Restated) Cash flow from operating activities Net loss attributable to Lottery.com Inc. $ (24,664,751 ) $ (872,564 ) (7a) to (7c) $ (25,537,315 ) Adjustments to reconcile net loss to net cash used in operating activities: Net income attributable to noncontrolling interest (72,227 ) 351,974 (7h) 279,747 Depreciation and amortization 4,498,477 1,192,902 (7) 5,691,379 Stock-based compensation expense 2,093,199 - 2,093,199 Loss on impairment of intangibles 7,510,000 (799,800 ) (2) 6,710,200 Changes in assets & liabilities: Accounts receivable 184,406 - 184,406 Prepaid expenses 389,164 - 389,164 Other current assets (107,398 ) (81,684 ) (1) (189,082 ) Trade payables 401,901 (17,732 ) (3) 384,169 Deferred revenue (107,143 ) - (107,143 ) Accrued interest 383,064 (8,361 ) 374,703 Accrued and other expenses 6,892,501 89,918 (5) 6,982,419 Other liabilities 445,205 96,878 (6) 542,083 Other long term assets 125,000 - 125,000 Prior period adjustments to Accumulated Deficit (8) 0 32,151 (8) (32,151 ) Net cash provided by operating activities (2,028,602 ) 80,620 (2,109,222 ) Cash flow from investing activities Net cash used in investing activities - - - Cash flow from financing activities Proceeds from issuance of notes payable 2,319,918 48,925 (4) 2,270,993 Net cash provided by financing activities 2,319,918 - (7g) 2,270,993 Effect of exchange rate changes on cash (34,256 ) 129,545 95,289 Net change in net cash and restricted cash 257,060 - 257,060 Cash and restricted cash at beginning of period 102,766 - 102,766 Cash and restricted cash at end of period 359,826 - 359,826 The specific explanations for the items noted above in the restated financial statements are as follows: 1. After reexamination of funding provided by UCIL, it was determined that payments made by UCIL for deposits toward the acquisition of Nook had not been recorded by the Company. Such payments have been recorded as an asset for deposits for acquisition and as an increase to the balance of the convertible note owed to UCIL. 2. In connection with completion of the tax provision for 2023, a transaction which had been recorded in 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $ 1.6 1,653,067 1,653,067 3. In connection with a review of UCIL, it was also determined that UCIL had paid the open balance owed to two vendors. The correction recorded was a decrease to accounts payable and an increase to the loan from UCIL. 4. Woodford Debt a. a. Upon further review of amounts recorded as convertible debt from Woodford during the first half of 2023 a determination was made that certain amounts had been incorrectly credited to Woodford, and inadvertently recorded as additional operating expenses. This was corrected by reducing the balance for convertible debt from Woodford and reducing operating expenses. b. The item described in (1) above resulted in an increase to convertible debt from UCIL by $ 81,464 c. The net effect of these corrections was an increase in Convertible debt by $ 48,925 5. In connection with additional review of balance sheet accounts, it was determined that certain items had been over accrued. As a result, we reduced accrued and other expenses. 6. Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities. 7. After the 10-K for the year ended December 31, 2023 was filed, it was determined that an error had occurred in consolidating results of operations such that only the fourth quarter of 2023 had been included for Global Gaming and the first through third quarters for Global Gaming were inadvertently omitted. It was also determined that there were some issues with calculations and exchange rates and related to non-controlling interest. These issues were corrected by: a. Increasing revenue to include the first through third quarters of 2023 for Global Gaming. b. Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming. c. The effect of 7.a. and 7.b was a net increase to gross margin d. Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming. e. A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7. f. A correction was made to non-controlling interest in connection with the changes described here in item 7. g. A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7. h. A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7. 8. In connection with completion of the tax provision for the year ended December 31, 2023, it was determined that: there would be state taxes owed to Texas in connection with the lottery ticket sales that occurred in April; there may be taxes owed to other states; the existence of multiple legal entities appears to result in state taxes being owed by more than one entity from a consolidated perspective. As a result, we recorded an estimate of $ 60,000

Business Combination (Tables)

Business Combination (Tables) - Global Gaming Acquisition [Member]	12 Months Ended
	Dec. 31, 2023
Business Acquisition [Line Items]
Schedule of Identified Tangible and Intangible Asset Acquired	Schedule of Identified Tangible and Intangible Asset Acquired Cash $ 517,460 Accounts receivable, net 34,134 Prepaids 5,024 Property and equipment, net 2,440 Other assets, net 65,349 Intangible assets 8,590,000 Goodwill 4,940,643 Total assets $ 14,155,050 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,842
Schedule of Intangible Assets Acquired	Following are details of the purchase price allocated to the intangible assets acquired. Schedule of Intangible Assets Acquired Category Fair Value Customer relationships $ 410,000 Gaming licensees 4,020,000 Trade names and trademarks 2,540,000 Technology 1,620,000 Total Intangibles $ 8,590,000

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net as of December 31, 2023 and 2022, consisted of the following: Schedule of Property and Equipment December 31, December 31, 2023 2022 Computers and equipment $ 124,199 $ 124,199 Furniture and fixtures 16,898 16,898 Software 2,026,200 2,026,200 Property and equipment 2,167,297 2,167,297 Accumulated depreciation (2,145,988 ) (2,059,219 ) Property and equipment, net $ 21,309 $ 108,078

Intangible assets, net (Tables)

Intangible assets, net (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite Lived Intangible Assets Amortization Expenses	Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses December 31, 2023 December 31, 2022 Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,006,389 ) $ 343,611 $ 1,350,000 $ (781,385 ) $ 568,615 Trade name 6 2,550,000 (1,555,925 ) 994,075 2,550,000 (642,222 ) 1,907,778 Technology 6 3,050,000 (2,257,205 ) 792,795 3,050,000 (1,437,778 ) 1,612,222 Software agreements 6 14,450,000 (8,791,944 ) 5,658,056 14,450,000 (5,968,611 ) 8,481,389 Gaming license 6 4,020,000 (1,675,000 ) 2,345,000 4,020,000 (1,005,000 ) 3,015,000 Internally developed software 2 10 2,904,473 (737,053 ) 2,167,420 2,192,050 (350,232 ) 2,554,241 Domain name 15 6,935,000 (1,554,083 ) 5,380,917 6,935,000 (1,091,750 ) 5,843,250 $ 35,259,473 $ (17,577,599 ) $ 17,681,874 $ 34,547,050 $ (11,276,978 ) $ 23,982,495
Schedule of Estimated Amortization Expense	Estimated amortization expense for years of useful life remaining is as follows: double check future amortization. Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 4,829,655 2025 4,509,655 2026 2,642,155 2027 1,245,517 Thereafter 4,454,892 Total $ 17,681,874

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Equity Controlling Interest
Schedule of Common Stock	Schedule of Common Stock As of December 31, 2021 2,512,815 Issuance of Common Stock for legal settlement 3,000 Exercise of options (Note 11) 3,006 Restricted stock award 8,224 As of December 31, 2022 2,527,045 Issuance of common stock 350,000 As of December 31, 2023 2,877,045
Schedule of Common Stock Warrant	Schedule of Common Stock Warrant Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Outstanding at December 31, 2021 19,784 $ 2.20 4.0 $ 272,638 Granted 4,631 151.20 3.8 0 Exercised - - - Forfeited/cancelled - - - Outstanding at December 31, 2022 24,415 0.11 2.8 1,200,387 Granted - - - Exercised - - - Forfeited/cancelled - - - Outstanding at December 31, 2023 24,415 $ 0.11 1.8 $ 1,200,387 Beneficial Conversion Feature - Convertible Debt As detailed in Note 10 8,480,697 as additional paid in capital and a corresponding debt discount of $ 2,795,000 . This additional paid in capital is reflected in the accompanying consolidated Statements of Equity. Earnout Shares As detailed in Note 4 - as part of the TDAC Combination as of December 31, 2021 a total of 5,000,000

Stock-based Compensation (Table

Stock-based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of Restricted Stock Awards Activity	Schedule of Stock Option Activity Weighted Weighted Average Shares Outstanding Average Remaining Aggregate Available Stock Exercise Contractual Intrinsic for Grant Awards Price Life (years) Value Outstanding at December 31, 2021 13,461 17,283 $ 19.40 4.4 $ 2,061,303 Granted - - - - Exercised - (3,006 ) (13.40 ) - Forfeited/cancelled (3,006 ) 3,006 13.40 - Outstanding at December 31, 2022 10,455 17,283 8.20 3.4 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled (uncancelled) - - - - Outstanding at December 31, 2023 10,455 17,283 $ 8.20 2.4 $ 944,544 Stock-based compensation expense related to the employee options was $ 0 Restricted awards The Company awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate vesting, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity. For employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted shares, over the service period for the restricted shares that vest over a period of multiple years and for performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of December 31, 2021, the Company had granted 191,622 shares with vesting to begin April 2022. For the year ended December 31, 2022, the Company recognized $ 27,137,991 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $ 0 . The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value Outstanding at December 31, 2021 191,622 $ 295.00 Granted - - Vested - - Forfeited/cancelled - - Restricted shares unvested at December 31, 2022 191,622 $ 295.00 Outstanding at December 31, 2022 191,622 $ 295.00 Granted 350,000 2.91 Vested 398,590 2.91 Forfeited/cancelled (143,032 ) - Restricted shares unvested at December 31, 2023 - $ -
2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of Restricted Stock Awards Activity	The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value Outstanding at December 31, 2021 191,622 $ 295.00 Granted - - Vested - - Forfeited/cancelled - - Restricted shares unvested at December 31, 2022 191,622 $ 295.00 Outstanding at December 31, 2022 191,622 $ 295.00 Granted 350,000 2.91 Vested 398,590 2.91 Forfeited/cancelled (143,032 ) - Restricted shares unvested at December 31, 2023 - $ -

Loss Per Share (Tables)

Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Net loss per common share
Schedule of Basic and Diluted Net Income Loss Per Share	The following table sets forth the computation of basic and diluted net loss per share: Schedule of Basic and Diluted Net Income Loss Per Share Year ended December 31, 2022 2023 2022 Comprehensive net loss attributable to stockholders $ (25,537,315 ) $ (59,999,072 ) Weighted average common shares outstanding Basic and diluted 2,596,493 2,522,175 Net loss per common share Basic and diluted $ (9.84 ) $ (23.79 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Pre-tax Income (Loss) by Jurisdiction	The Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2023 and December 31, 2022: Schedule of Pre-tax Income (Loss) by Jurisdiction 2023 2022 Year ended December 31, 2022 2023 2022 Domestic $ (25,683,200 ) $ (13,525,998 ) Foreign 3,545 (1,899,580 ) Total (25,679,655 ) (15,425,578 )
Schedule of Income Tax for Continuing Operations	The provision for income taxes for continuing operations for the year ended December 31, 2023 and 2022 consist of the following Schedule of Income Tax for Continuing Operations 2023 2022 Year ended December 31, 2022 2023 2022 Current Income Taxes Federal $ 0 $ 0 State 60,000 23,364 Foreign 0 0 Total current income taxes 60,000 23,364 Deferred Income Taxes Federal - - State - - Foreign - - Total deferred income taxes - - Total Income Tax Expense (benefit) $ 60,000 $ 23,364
Schedule of Increase in the Valuation Allowance	Schedule of Increase in the Valuation Allowance 2023 2022 Year ended December 31, 2022 2023 2022 Tax Expense at statutory federal rate of 21 $ (5,392,727 ) $ (3,239,371 ) State income taxes, net of federal income tax benefit 60,000 23,364 Foreign Rate Differential 318 - Permanent Differences 1,203,361 37,919 Other - Misc. Change in Valuation Allowance 4,189,048 3,201,452 Income tax expense (benefit) 60,000 23,364
Schedule of Deferred Tax Assets and Liabilities	Schedule of Deferred Tax Assets and Liabilities 2023 2022 Long-term deferred tax assets: Federal Net Operating Loss Carryforwards $ 36,378,116 $ 20,145,126 Intangible Assets 1,492,426 (861,317 ) Accrued Compensation & Benefits 863,049 - Foreign Net Operating Loss Carryforwards 773,134 - Stock Compensation - - State Net Operating Loss Carryforwards - - Other 19,540 19,540 Total deferred tax assets before valuation allowance 39,526,265 29,214,108 - - Deferred tax liabilities: - - Fixed Assets 316 (46,035 ) Intangible Assets - - Total deferred tax liabilities 316 (46,035 ) Valuation Allowance (39,525,949 ) (29,260,143 ) Net deferred tax assets and liabilities $ - $ -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases	As of December 31, 2023, future minimum rent payments due under non-cancellable leases with initial are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 30,880 Thereafter - Total $ 30,880

Schedule of Depreciation of Pro

Schedule of Depreciation of Property and Equipment (Details)	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)			12 Months Ended
	May 22, 2024	Aug. 02, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Retained deficit			$ 235,106,206	$ 208,187,210
[custom:WorkingCapital-0]			7,500,000
Net Income (Loss) Attributable to Parent			25,537,315	59,999,072
Operating Income (Loss)			25,167,116	55,873,771	$ 53,000,000
Marketable securities			0	0
Restricted Cash
Long-Term Line of Credit						$ 30,000,000
Prepaid advertising			2,000,000
Prepaid Expense, Current			$ 19,020,159	$ 19,409,323
Shares purchased			350,000	3,000
Advertising Expense			$ 377,000	$ 1,261,000
Description of income tax likelihood of unfavourable settlement			on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
AutoLotto [Member]
Property, Plant and Equipment [Line Items]
Outstanding shares percentage		4%
Ownership percentage		20%
Class A-1 Common Stock [Member]
Property, Plant and Equipment [Line Items]
Shares purchased		186,666
Uncollectible Receivables [Member]
Property, Plant and Equipment [Line Items]
Allowance for uncollectible receivables			$ 84,520	$ 84,520
Uncollectible Receivables [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Allowance for uncollectible receivables			$ 10,000
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Concentration risk credit risk uninsured deposits	13,356

Schedule of Restatements on Pre

Schedule of Restatements on Previously Reported Financial Statements (Details) - USD ($)		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash		$ 359,826	$ 102,766
Accounts receivable		24,241	208,647
Prepaid expenses		19,020,159	19,409,323
Other current assets		907,632	718,550
Notes receivable		2,000,000	2,000,000
Investments		250,000	250,000
Goodwill		11,227,491	19,590,758	$ 1,653,067
Intangible assets, net		17,681,874	23,982,445
Property and equipment, net		21,309	108,078
Other long term assets		12,884,686	13,009,686
Total assets		64,377,218	79,380,253
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables		7,991,802	7,607,633
Deferred revenue		357,143	464,286
Notes payable – current		6,026,669	3,755,676
Accrued interest		858,875	484,172
Accrued and other expenses		11,359,616	4,626,973
Other liabilities		1,167,111	625,028
Total current liabilities		27,761,216	17,563,768
Total liabilities		27,761,216	17,563,768
Common Stock		2,877	2,527
Additional paid in capital		269,690,569	267,597,370
Accumulated other comprehensive loss		(91,667)	3,622
Accumulated deficit		(235,106,206)	(208,187,210)
Noncontrolling interest		2,120,429	2,400,176
Total Equity		36,616,002	61,816,485	94,000,253
Total liabilities and stockholders’ equity		64,377,218	79,380,253
Revenue		6,987,474	6,779,057
Cost of revenue		5,666,544	4,310,750
Gross profit		1,320,930	2,468,307
Gross margin		1,320,930	2,468,307
Operating expenses:		26,488,046	58,261,086
Loss from operations		(25,167,116)	(55,873,771)	(53,000,000)
Loss from operations		(25,167,116)	(55,873,771)	(53,000,000)
Net loss before income tax		(25,679,655)	(60,359,901)
Income tax benefit		60,000	23,364	1,653,067
Net loss		(25,739,655)	(60,383,265)
Other comprehensive loss
Foreign currency translation adjustment, net		(70,273)	4,277
Comprehensive loss		(25,809,928)	(60,378,988)
Net income attributable to noncontrolling interest		272,613	379,916
Net income attributable to noncontrolling interest		(272,613)	(379,916)
Net loss attributable to Lottery.com Inc.		$ (25,537,315)	$ (59,999,072)
Net loss per common share
Net loss per common share, basic		$ (9.84)	$ (23.79)
Net loss per common share, diluted		$ (9.84)	$ (23.79)
Weighted average common shares outstanding
Weighted average common shares outstanding, basic		2,596,493	2,522,175
Weighted average common shares outstanding, diluted		2,596,493	2,522,175
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.		$ (25,537,315)	$ (59,999,072)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest		279,747	(379,916)
Depreciation and amortization		5,691,379	5,601,374
Stock-based compensation expense		2,093,199	27,949,257
Changes in assets & liabilities:
Accounts receivable		184,406	(129,465)
Prepaid expenses		389,164	3,487,315
Other current assets		(189,082)	(492,351)
Other current assets		189,082	492,351
Trade payables		384,169	6,601,098
Deferred revenue		(107,143)	(698,049)
Accrued interest		374,703	307,912
Accrued interest		(374,703)	(307,912)
Accrued and other expenses		6,982,419	210,805
Other liabilities		542,083	625,028
Other long term assets			(1,169)
Net cash used by operating activities		(2,109,222)	(31,272,729)
Net cash provided by operating activities		(2,109,222)	(31,272,729)
Cash flow from investing activities
Net cash used in investing activities			(1,252,088)
Cash flow from financing activities
Proceeds from issuance of notes payable		2,270,993
Net cash provided by financing activities		2,270,993	(15,664)
Effect of exchange rate changes on cash		95,289	4,277
Net change in net cash and restricted cash		257,060	(32,536,204)
Cash and restricted cash at beginning of period		102,766	32,638,970
Cash and restricted cash at end of period		359,826	102,766	32,638,970
Deferred tax liabilities				1,600,000
Convertible debt				81,464
State taxes expense
State and Local Jurisdiction [Member]
Cash flow from financing activities
State taxes expense		60,000
Maximum [Member]
Cash flow from financing activities
Convertible debt				$ 48,925
Previously Reported [Member]
ASSETS
Cash		359,826
Accounts receivable		24,241
Prepaid expenses		19,020,159
Other current assets		825,948
Notes receivable		2,000,000
Investments		250,000
Goodwill		12,880,558
Intangible assets, net		17,681,874
Property and equipment, net		21,309
Other long term assets		12,884,686
Total assets		65,948,601
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables		8,009,534
Deferred revenue		357,143
Notes payable – current		6,075,594
Accrued interest		867,236
Accrued and other expenses		11,519,474
Other liabilities		1,070,233
Total current liabilities		27,899,214
Total liabilities		27,899,214
Common Stock		2,877
Additional paid in capital		269,690,569
Accumulated other comprehensive loss		(144,729)
Accumulated deficit		(233,759,640)
Noncontrolling interest		2,260,310
Total Equity		38,049,387
Total liabilities and stockholders’ equity		65,948,601
Revenue		6,482,638
Cost of revenue		5,545,531
Gross profit		937,107
Gross margin		937,107
Operating expenses:		25,119,831
Loss from operations		(24,182,724)
Loss from operations		(24,182,724)
Net loss before income tax		(24,702,722)
Income tax benefit
Net loss		(24,702,722)
Other comprehensive loss
Foreign currency translation adjustment, net		(34,256)
Comprehensive loss		(24,736,978)
Net income attributable to noncontrolling interest		(72,227)
Net income attributable to noncontrolling interest		72,227
Net loss attributable to Lottery.com Inc.		$ (24,664,751)
Net loss per common share
Net loss per common share, basic		$ (9.12)
Net loss per common share, diluted		$ (9.12)
Weighted average common shares outstanding
Weighted average common shares outstanding, basic		2,704,032
Weighted average common shares outstanding, diluted		2,704,032
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.		$ (24,664,751)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest		(72,227)
Depreciation and amortization		4,498,477
Stock-based compensation expense		2,093,199
Loss on impairment of intangibles		7,510,000
Changes in assets & liabilities:
Accounts receivable		(184,406)
Prepaid expenses		(389,164)
Other current assets		107,398
Other current assets		(107,398)
Trade payables		401,901
Deferred revenue		(107,143)
Accrued interest		(383,064)
Accrued interest		383,064
Accrued and other expenses		6,892,501
Other liabilities		445,205
Other long term assets		125,000
Prior period adjustments to Accumulated Deficit	[1]	0
Net cash used by operating activities		(2,028,602)
Net cash provided by operating activities		(2,028,602)
Cash flow from investing activities
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issuance of notes payable		2,319,918
Net cash provided by financing activities		2,319,918
Effect of exchange rate changes on cash		(34,256)
Net change in net cash and restricted cash		257,060
Cash and restricted cash at beginning of period		102,766
Cash and restricted cash at end of period		359,826	102,766
Revision of Prior Period, Reclassification, Adjustment [Member]
ASSETS
Cash
Accounts receivable
Prepaid expenses
Other current assets	[2]	81,684
Notes receivable
Investments
Goodwill	[3]	(1,653,067)
Intangible assets, net
Property and equipment, net
Other long term assets
Total assets	[2],[3]	(1,571,383)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables	[4]	(17,732)
Deferred revenue
Notes payable – current	[5]	(48,925)
Accrued interest		(8,361)
Accrued and other expenses	[6]	(160,426)
Other liabilities	[7]	96,878
Total current liabilities		(138,566)
Total liabilities	[4],[7]	(138,566)
Common Stock
Additional paid in capital
Accumulated other comprehensive loss	[8],[9]	53,062
Accumulated deficit	[2],[9]	1,346,566
Noncontrolling interest	[9],[10]	(139,881)
Total Equity	[2],[9]	1,432,817
Total liabilities and stockholders’ equity		(1,571,383)
Restated [Member]
ASSETS
Cash		359,826
Accounts receivable		24,241
Prepaid expenses		19,020,159
Other current assets		907,632
Notes receivable		2,000,000
Investments		250,000
Goodwill		11,227,491
Intangible assets, net		17,681,874
Property and equipment, net		21,309
Other long term assets		12,884,686
Total assets		64,377,218
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade payables		7,991,802
Deferred revenue		357,143
Notes payable – current		6,026,669
Accrued interest		858,875
Accrued and other expenses		11,359,048
Other liabilities		1,167,111
Total current liabilities		27,760,648
Total liabilities		27,760,648
Common Stock		2,877
Additional paid in capital		269,690,569
Accumulated other comprehensive loss		(91,667)
Accumulated deficit		(235,106,206)
Noncontrolling interest		2,120,429
Total Equity		36,616,002
Total liabilities and stockholders’ equity		64,377,218
Revenue		6,987,474
Cost of revenue		5,666,544
Gross profit		1,320,930
Gross margin		1,320,930
Operating expenses:		26,488,046
Loss from operations		(25,167,116)
Loss from operations		(25,167,116)
Net loss before income tax		(25,679,655)
Income tax benefit		60,000
Net loss		(25,739,655)
Other comprehensive loss
Foreign currency translation adjustment, net		(70,273)
Comprehensive loss		(25,809,928)
Net income attributable to noncontrolling interest		(272,613)
Net income attributable to noncontrolling interest		272,613
Net loss attributable to Lottery.com Inc.		$ (25,537,315)
Net loss per common share
Net loss per common share, basic		$ (9.84)
Net loss per common share, diluted		$ (9.84)
Weighted average common shares outstanding
Weighted average common shares outstanding, basic		2,596,493
Weighted average common shares outstanding, diluted		2,596,493
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.		$ (25,537,315)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest		279,747
Depreciation and amortization		5,691,379
Stock-based compensation expense		2,093,199
Loss on impairment of intangibles		6,710,200
Changes in assets & liabilities:
Accounts receivable		(184,406)
Prepaid expenses		(389,164)
Other current assets		189,082
Other current assets		(189,082)
Trade payables		384,169
Deferred revenue		(107,143)
Accrued interest		(374,703)
Accrued interest		374,703
Accrued and other expenses		6,982,419
Other liabilities		542,083
Other long term assets		125,000
Prior period adjustments to Accumulated Deficit	[1]	(32,151)
Net cash used by operating activities		(2,109,222)
Net cash provided by operating activities		(2,109,222)
Cash flow from investing activities
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issuance of notes payable		2,270,993
Net cash provided by financing activities		2,270,993
Effect of exchange rate changes on cash		95,289
Net change in net cash and restricted cash		257,060
Cash and restricted cash at beginning of period		102,766
Cash and restricted cash at end of period		359,826	$ 102,766
Revision of Prior Period, Adjustment [Member]
LIABILITIES AND STOCKHOLDERS’ EQUITY
Revenue	[9],[11]	504,836
Cost of revenue	[9],[12]	121,013
Gross profit	[9],[13]	383,823
Gross margin	[9],[13]	383,823
Operating expenses:	[9]	1,368,215
Loss from operations	[9]	(984,382)
Loss from operations	[9]	(984,382)
Income tax benefit	[9]	60,000
Other comprehensive loss
Foreign currency translation adjustment, net	[9],[14]	36,017
Net income attributable to noncontrolling interest	[9],[15]	(200,386)
Net income attributable to noncontrolling interest	[9],[15]	200,386
Net loss attributable to Lottery.com Inc.	[9],[15]	(872,564)
Cash flow from operating activities
Net loss attributable to Lottery.com Inc.	[9],[15]	(872,564)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income attributable to noncontrolling interest	[9],[15]	351,974
Depreciation and amortization	[9],[15]	1,192,902
Loss on impairment of intangibles	[3]	(799,800)
Changes in assets & liabilities:
Other current assets	[2]	81,684
Other current assets	[2]	(81,684)
Trade payables	[4]	(17,732)
Accrued interest		8,361
Accrued interest		(8,361)
Accrued and other expenses	[6]	89,918
Other liabilities	[7]	96,878
Prior period adjustments to Accumulated Deficit		32,151
Net cash used by operating activities		80,620
Net cash provided by operating activities		80,620
Cash flow from financing activities
Proceeds from issuance of notes payable	[5]	48,925
Effect of exchange rate changes on cash		$ 129,545
[1]In connection with completion of the tax provision for the year ended December 31, 2023, it was determined that: there would be state taxes owed to Texas in connection with the lottery ticket sales that occurred in April; there may be taxes owed to other states; the existence of multiple legal entities appears to result in state taxes being owed by more than one entity from a consolidated perspective. As a result, we recorded an estimate of $ 60,000 1.6 1,653,067 1,653,067

Schedule of Identified Tangible

Schedule of Identified Tangible and Intangible Asset Acquired (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 11,227,491	$ 19,590,758	$ 1,653,067
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Cash	517,460
Accounts receivable, net	34,134
Prepaids	5,024
Property and equipment, net	2,440
Other assets, net	65,349
Intangible assets	8,590,000
Goodwill	4,940,643
Total assets	14,155,050
Accounts payable and other liabilities	(387,484)
Customer deposits	(134,707)
Related party loan	(417,017)
Total liabilities	(939,208)
Total net assets of Acquirees	$ 13,215,842

Schedule of Intangible Assets A

Schedule of Intangible Assets Acquired (Details)	Dec. 31, 2023 USD ($)
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 8,590,000
Customer Relationships [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	410,000
Gaming Licenses [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	4,020,000
Trademarks and Trade Names [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	2,540,000
Technology [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 1,620,000

Business Combination (Details N

Business Combination (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 29, 2021	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Jun. 30, 2021
Business Acquisition [Line Items]
Repayment of notes payable		$ 53,000			$ 4,700
Number of eligible earnout shares			350,000	3,000
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent			20%
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Gross acquirees			$ 13,215,842
Global Gaming Acquisition [Member]
Business Acquisition [Line Items]
Ownership interest percent			80%
Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares				150,000
Common Stock [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares			87,500
AutoLotto [Member] | Series B Convertible Notes [Member]
Business Acquisition [Line Items]
Convertible Notes nayable	$ 63,800,000
Auto Lotto LLC [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	488,225
Gross proceeds	$ 42,794,000
Business acquisition, transaction costs	9,460,000
Repayments of debt	11,068,000
Repayment of notes payable	5,475,000
Accrued underwriter fees	$ 5,593,000
Auto Lotto LLC [Member] | Common Stock [Member] | Business Combination Agreement [Member]
Business Acquisition [Line Items]
Number of eligible earnout shares	300,000
Auto Lotto LLC [Member] | Series B Convertible Notes [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	164,426
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Acquisition percentage						100%
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 ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,167,297	$ 2,167,297
Accumulated depreciation	(2,145,988)	(2,059,219)
Property and equipment, net	21,309	108,078
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	124,199	124,199
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	16,898	16,898
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,026,200	$ 2,026,200

Property and Equipment, net (De

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

Notes Receivable (Details Narra

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

Schedule of Finite Lived Intang

Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 35,259,473	$ 34,547,050
Accumulated amortization	(17,577,599)	(11,276,978)
Net	$ 17,681,874	23,982,495
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 1,350,000	1,350,000
Accumulated amortization	(1,006,389)	(781,385)
Net	$ 343,611	568,615
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 2,550,000	2,550,000
Accumulated amortization	(1,555,925)	(642,222)
Net	$ 994,075	1,907,778
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 3,050,000	3,050,000
Accumulated amortization	(2,257,205)	(1,437,778)
Net	$ 792,795	1,612,222
Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 14,450,000	14,450,000
Accumulated amortization	(8,791,944)	(5,968,611)
Net	$ 5,658,056	8,481,389
Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 4,020,000	4,020,000
Accumulated amortization	(1,675,000)	(1,005,000)
Net	2,345,000	3,015,000
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2,904,473	2,192,050
Accumulated amortization	(737,053)	(350,232)
Net	$ 2,167,420	2,554,241
Internally Developed Software [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Internally Developed Software [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Gross carrying amount	$ 6,935,000	6,935,000
Accumulated amortization	(1,554,083)	(1,091,750)
Net	$ 5,380,917	$ 5,843,250

Write-Off of Goodwill and Int_2

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

Schedule of Estimated Amortizat

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

Intangible assets, net (Details

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

Notes Payable and Convertible_2

Notes Payable and Convertible Debt (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

26 Months Ended

Oct. 29, 2021

May 01, 2020

Mar. 31, 2021

Oct. 31, 2017

Dec. 31, 2023

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2022

Oct. 01, 2021

Aug. 31, 2020

Jun. 29, 2020

Aug. 28, 2018

Short-Term Debt [Line Items]

Balance on notes payable

$ 2,601,370

$ 2,601,370

Convertible Debt

$ 81,464

Secured Convertible Note [Member]

Short-Term Debt [Line Items]

Principal amount

935,000

Secured convertible note, shares

69,910

Series A Notes [Member]

Short-Term Debt [Line Items]

Principal amount

$ 821,500

Interest rate

10%

Maturity date

Dec. 31, 2021

Debt carry amount

771,500

771,500

Balance on notes payable

771,500

Interest expense, debt

318,909

Series B Notes [Member]

Short-Term Debt [Line Items]

Principal amount

$ 38,893,733

$ 8,802,828

Interest rate

8%

Maturity date

Dec. 21, 2021

Balance on notes payable

185,095

Debt instrument, interest rate, effective percentage

8%

Additional principal amount

$ 3,552,114

Loss on extinguishment

71,812

Convertible notes

$ 185,095

Convertible notes shares

488,226

Accrued interest

64,799

49,992

Series B Convertible Notes [Member]

Short-Term Debt [Line Items]

Convertible Debt

$ 0

PPP Loan [Member]

Short-Term Debt [Line Items]

Debt instrument, description

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

Short Term Loans [Member]

Short-Term Debt [Line Items]

Principal amount

$ 37,199

$ 150,000

Interest rate

3.75%

Accrued interest

5,253

3,764

Balance of loan amount

150,000

150,000

Short Term Loans [Member] | Note Payable Agreements [Member]

Short-Term Debt [Line Items]

Balance of loan amount

13,000

13,000

Notes Payable [Member]

Short-Term Debt [Line Items]

Principal amount

$ 12,674,635

Interest rate

0%

Maturity date

Jun. 30, 2022

Debt instrument, interest rate, effective percentage

4.10%

Accrued interest

$ 242,381

$ 164,846

Schedule of Common Stock (Detai

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

Schedule of Common Stock Warran

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

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)		12 Months Ended
	Jun. 01, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity, reverse stock split, description		the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value		$ 0.001	$ 0.001
Voting rights		Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders
Share price		$ 320
Number of trading days		20 days
[custom:PurchaseAggregateShares-0]				19,784
Shares purchased		350,000	3,000
Number of shares outstanding		24,415	24,415
Average useful life		2 years 8 months 12 days	2 years 8 months 12 days
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 8,480,697
Debt Instrument, Unamortized Discount		$ 2,795,000
Trident Acquisitions Corp [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of additional shares issued			5,000,000
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from sale of option	$ 100
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding		2,877,045	2
Number of warrants to purchase		87,500
Shares purchased		87,500
Public Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price		$ 0.01
Minimum days prior written notice of redemption		30 days
Maximum trading days		30 days
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase		1,006,250
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share unit exercisable	87,500
Price per unit	$ 240
Aggregate exercise price	$ 21,000,000
Cash payment		$ 100
Shares vested		87,500

Schedule of Restricted Stock Aw

Schedule of Restricted Stock Awards Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant forfeited cancelled		(3,006)
Share-Based Payment Arrangement, Option [Member] | 2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant beginning balance	10,455	13,461
Outstanding stock awards beginning balance	17,283	17,283
Weighted average exercise price beginning balance	$ 8.20	$ 19.40
Weighted average remaining contractual life years	2 years 4 months 24 days	3 years 4 months 24 days	4 years 4 months 24 days
Aggregate intrinsic value, beginning balance	$ 944,544	$ 2,061,303
Shares available for grant, granted
Outstanding stock awards, granted
Weighted average exercise price granted
Shares available for grant forfeited cancelled
Outstanding stock awards, exercised		(3,006)
Weighted average exercise price exercised		$ (13.40)
Shares available for grant forfeited cancelled		(3,006)
Outstanding stock awards, forfeited cancelled		3,006
Weighted average exercise price forfeited cancelled		$ 13.40
Shares available for grant beginning balance	10,455	10,455	13,461
Aggregate intrinsic value, beginning balance	$ 944,544	$ 944,544	$ 2,061,303
Restricted Stock [Member] | 2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for nonvested, beginning balance	191,622	191,622
Weighted average grant fair value, beginning balance	$ 295	$ 295
Shares available for nonvested, granted	350,000		191,622
Weighted average grant fair value, beginning balance	$ 2.91
Shares available for nonvested, vested	398,590
Weighted average grant fair value,vested	$ 2.91
Shares available for nonvested, forfeited	143,032
Weighted average grant fair value, forfeited
Shares available for nonvested, ending balance		191,622	191,622
Weighted average grant fair value, ending balance		$ 295	$ 295
Shares available for nonvested, forfeited	(143,032)

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 10, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 2,093,199	$ 27,949,257
2015 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation	$ 0	$ 0
2015 Stock Option Plan [Member] | Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation award vesting period	1 year
2015 Stock Option Plan [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant or right, reason for issuance, description	The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Twenty-Two Thousand Five Hundred (22,500). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant
Common stock subject to option percentage	20%
2015 Stock Option Plan [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period	350,000		191,622
Share-Based Payment Arrangement, Noncash Expense		$ 27,137,991
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount	$ 0
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase price of common stock, percent	5%
2021 Equity Incentive Plan [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance	616,518
Two Thousand Twenty Three Equity Incentive Plan [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				500,000
Shares awarded	350,000

Schedule of Basic and Diluted N

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

Loss Per Share (Details Narrati

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

Schedule of Pre-tax Income (Los

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

Schedule of Income Tax for Cont

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

Schedule of Increase in the Val

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

Schedule of Increase in the V_2

Schedule of Increase in the Valuation Allowance (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax Expense at statutory federal rate	21%	21%

Schedule of Deferred Tax Assets

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

Income Taxes (Details Narrative

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

Schedule of Future Minimum Rent

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

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018	Dec. 31, 2021
Subsequent Event [Line Items]
Participation interests				$ 285,000,000
Percentage of raffle revenue net				7%
Obligation to pay digital securities amount					$ 5,632
Rent expense		$ 61,960	$ 2,434
Subsequent Event [Member]
Subsequent Event [Line Items]
Rent expense	$ 1,669

Related Party Transactions (Det

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

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Feb. 15, 2024	Feb. 05, 2024	Apr. 29, 2024
Subsequent Event [Line Items]
Investment commitment			$ 18,000,000
Memorandum Of Understanding [Member] | Common Stock [Member] | WA Technology Group Limited [Member]
Subsequent Event [Line Items]
Restricted common stock		$ 500,000
Restricted common stock price per share		$ 3
Memorandum Of Understanding [Member] | Common Stock [Member] | Sports And Media Interactive Limited [Member]
Subsequent Event [Line Items]
Restricted common stock	$ 1,000,000
Restricted common stock price per share	$ 3
Intercompany agreements description for payments	The first payment of $150,000 in restricted common stock (50,000 shares) of the Company is due and payable not later than June 15, 2024. The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows: (i) a second payment of $212,500 (70,833 shares) due on or before August 14, 2024; (ii) a third payment, of $212,500 (70,833 shares) due on or before November 12, 2024; (iii) a fourth payment of $212,500 (70,833 shares) due on or before February 10, 2025; and (vi) a final and fifth payment of $212,500 (70,834 shares) due on or before May 16, 2025.
Definitive Agreement [Member] | Common Stock [Member] | WA Technology Group Limited [Member]
Subsequent Event [Line Items]
Restricted common stock		$ 500,000