Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 | 5049 Edwards Ranch Rd., 4th Floor |
Entity Address, City or Town | Fort Worth |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 76109 |
City Area Code | (737) |
Local Phone Number | 309-4500 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5049 Edwards Ranch Rd., 4th Floor |
Entity Address, City or Town | Fort Worth |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 76109 |
City Area Code | (737) |
Local Phone Number | 309-4500 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 27,952 | $ 359,826 | $ 102,766 |
Restricted cash | |||
Accounts receivable | 240,135 | 24,241 | 208,647 |
Prepaid expenses | 19,049,284 | 19,020,159 | 19,409,323 |
Other current assets | 1,169,083 | 907,632 | 718,550 |
Total current assets | 20,486,454 | 20,311,858 | 20,439,286 |
Notes receivable | 2,000,000 | 2,000,000 | 2,000,000 |
Investments | 250,000 | 250,000 | 250,000 |
Goodwill | 11,227,491 | 11,227,491 | 19,590,758 |
Intangible assets, net | 15,226,072 | 17,681,874 | 23,982,445 |
Property and equipment, net | 15,350 | 21,309 | 108,078 |
Other long-term assets | 12,884,686 | 12,884,686 | 13,009,686 |
Total assets | 62,090,053 | 64,377,218 | 79,380,253 |
Current liabilities: | |||
Trade payables | 8,076,646 | 7,991,802 | 7,607,633 |
Deferred revenue | 303,572 | 357,143 | 464,286 |
Notes payable - current | 6,991,654 | 6,026,669 | 3,755,676 |
Accrued interest | 1,075,244 | 858,875 | 484,172 |
Accrued and other expenses | 11,782,534 | 11,359,616 | 4,626,973 |
Other liabilities | 1,167,111 | 1,167,111 | 625,028 |
Total current liabilities | 29,396,761 | 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 | 29,396,761 | 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 | 7,447 | 2,877 | 2,527 |
Additional paid-in capital | 277,489,875 | 269,690,569 | 267,597,370 |
Accumulated other comprehensive loss | (51,595) | (91,667) | 3,622 |
Accumulated deficit | (246,784,505) | (235,106,206) | (208,187,210) |
Total Lottery.com Inc. stockholders’ equity | 30,661,222 | 34,495,573 | 59,416,309 |
Noncontrolling interest | 2,032,070 | 2,120,429 | 2,400,176 |
Total Equity | 32,693,292 | 36,616,002 | 61,816,485 |
Total liabilities and stockholders’ equity | $ 62,090,053 | $ 64,377,218 | $ 79,380,253 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,446,972 | 2,877,045 | 2,527,045 |
Common stock, shares outstanding | 7,446,972 | 2,877,045 | 2,527,045 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||||
Revenue | $ 256,997 | $ 655,344 | $ 516,317 | $ 1,275,573 | $ 6,987,474 | $ 6,779,057 |
Cost of revenue | 45,570 | 95,683 | 129,357 | 130,830 | 5,666,544 | 4,310,750 |
Gross profit | 211,427 | 559,661 | 386,960 | 1,144,743 | 1,320,930 | 2,468,307 |
Operating expenses: | ||||||
Personnel costs | 1,789,986 | 1,306,007 | 2,774,665 | 2,563,441 | 4,570,206 | 37,114,485 |
Professional fees | 2,305,847 | 1,112,310 | 5,509,896 | 1,852,238 | 6,741,837 | 6,613,546 |
General and administrative | 674,543 | 964,502 | 971,194 | 1,301,830 | 9,484,681 | 9,012,673 |
Depreciation and amortization | 1,330,745 | 1,392,158 | 2,615,728 | 2,797,638 | 5,691,322 | 5,601,374 |
Total operating expenses | 6,101,121 | 4,774,977 | 11,871,483 | 8,515,147 | 26,488,046 | 58,342,078 |
Loss from operations | (5,889,694) | (4,215,316) | (11,484,523) | (7,370,404) | (25,167,116) | (55,873,771) |
Other expenses | ||||||
Interest expense | 121,815 | 41,142 | 224,031 | 41,165 | 376,110 | 764,839 |
Other expense | (43,992) | (399) | 8,684 | 58,472 | 136,429 | 3,721,291 |
Total other expenses, net | 77,823 | 40,743 | 232,715 | 99,637 | 512,539 | 4,486,130 |
Net loss before income tax | (5,967,517) | (4,256,059) | (11,717,238) | (7,470,041) | (25,679,655) | (60,359,901) |
Income tax expense (benefit) | 4,150 | 8,300 | 60,000 | 23,364 | ||
Net loss | (5,971,667) | (4,256,059) | (11,725,538) | (7,470,041) | (25,739,655) | (60,383,265) |
Other comprehensive loss | ||||||
Foreign currency translation adjustment, net | 46,971 | (34,256) | 149,185 | (148,351) | (70,273) | 4,277 |
Comprehensive loss | (5,924,696) | (4,290,315) | (11,576,353) | (7,618,392) | (25,809,928) | (60,378,988) |
Net income attributable to noncontrolling interest | (44,625) | 72,227 | (101,946) | 139,867 | 272,613 | 379,916 |
Net loss attributable to Lottery.com Inc. | $ (5,969,321) | $ (4,218,088) | $ (11,678,299) | $ (7,478,525) | $ (25,537,315) | $ (59,999,072) |
Net loss per common share | ||||||
Net loss per common share, basic | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) |
Net loss per common share, diluted | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) |
Weighted average common shares outstanding | ||||||
Weighted average common shares outstanding, basic | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 |
Weighted average common shares outstanding, diluted | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 |
Condensed Consolidated Statem_2
Condensed 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 | |||||
Other comprehensive loss | $ 4,277 | 4,277 | 4,277 | ||||
Net loss | |||||||
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 | |||||
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 | ||||||
Comprehensive loss | (60,378,988) | (59,999,072) | (59,999,072) | (379,916) | |||
Stock based compensation | 358,349 | 358,349 | 358,349 | ||||
Stock based compensation, shares | |||||||
Other comprehensive loss | (114,095) | (114,095) | (114,095) | ||||
Net loss | (3,328,077) | (3,260,437) | (3,260,437) | (67,640) | |||
Balance at Mar. 31, 2023 | 58,732,662 | $ 2,527 | 267,955,719 | (211,447,647) | (110,473) | 56,400,126 | 2,332,536 |
Balance, shares at Mar. 31, 2023 | 2,527,045 | ||||||
Balance at 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 | |||||
Balance at Jun. 30, 2023 | $ 54,766,441 | $ 2,527 | 268,314,068 | (215,665,735) | (144,729) | 52,506,131 | 2,260,310 |
Balance, shares at Jun. 30, 2023 | 2,527,045 | ||||||
Comprehensive loss | (7,618,392) | ||||||
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 | |||||
Other comprehensive loss | $ (70,273) | (70,273) | (70,273) | ||||
Balance at Dec. 31, 2023 | $ 36,640,645 | $ 2,877 | 269,690,569 | (235,106,206) | (67,024) | 34,520,216 | 2,120,429 |
Balance, shares at Dec. 31, 2023 | 2,877,045 | 2,877,045 | |||||
Stock based compensation | $ 2,093,549 | $ 350 | 2,093,199 | 2,093,549 | |||
Stock based compensation, shares | 350,000 | ||||||
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 Mar. 31, 2023 | 58,732,662 | $ 2,527 | 267,955,719 | (211,447,647) | (110,473) | 56,400,126 | 2,332,536 |
Balance, shares at Mar. 31, 2023 | 2,527,045 | ||||||
Stock based compensation | 358,349 | 358,349 | 358,349 | ||||
Other comprehensive loss | (34,256) | (32,256) | (34,256) | ||||
Net loss | (4,290,314) | (4,218,088) | (4,218,088) | (72,226) | |||
Balance at Jun. 30, 2023 | 54,766,441 | $ 2,527 | 268,314,068 | (215,665,735) | (144,729) | 52,506,131 | 2,260,310 |
Balance, shares at Jun. 30, 2023 | 2,527,045 | ||||||
Comprehensive loss | (4,290,315) | ||||||
Balance at Dec. 31, 2023 | $ 36,640,645 | $ 2,877 | 269,690,569 | (235,106,206) | (67,024) | 34,520,216 | 2,120,429 |
Balance, shares at Dec. 31, 2023 | 2,877,045 | 2,877,045 | |||||
Stock based compensation | $ 475 | $ 1,851 | 3,652,273 | 3,704,475 | |||
Stock based compensation, shares | 1,851,277 | ||||||
Other comprehensive loss | 16,673 | 16,673 | 16,673 | ||||
Net loss | 57,527,149 | (5,708,979) | (5,708,979) | (43,735) | |||
Balance at Mar. 31, 2024 | 34,609,079 | $ 4,728 | 273,342,842 | (240,815,185) | (50,351) | 32,532,385 | 2,076,694 |
Balance, shares at Mar. 31, 2024 | 4,728,322 | ||||||
Balance at Dec. 31, 2023 | $ 36,640,645 | $ 2,877 | 269,690,569 | (235,106,206) | (67,024) | 34,520,216 | 2,120,429 |
Balance, shares at Dec. 31, 2023 | 2,877,045 | 2,877,045 | |||||
Conversion of debt to stock | $ 105,440 | ||||||
Balance at Jun. 30, 2024 | $ 32,693,292 | $ 7,447 | 277,489,875 | (246,784,505) | (101,946) | 30,661,222 | 2,032,070 |
Balance, shares at Jun. 30, 2024 | 7,446,972 | ||||||
Issuance of common stock upon stock option exercise, shares | 48,718 | ||||||
Comprehensive loss | $ (11,576,353) | ||||||
Balance at Mar. 31, 2024 | 34,609,079 | $ 4,728 | 273,342,842 | (240,815,185) | (50,351) | 32,532,385 | 2,076,694 |
Balance, shares at Mar. 31, 2024 | 4,728,322 | ||||||
Stock based compensation | (4,012,156) | $ 2,613 | 4,009,542 | (4,012,156) | |||
Stock based compensation, shares | 2,613,210 | ||||||
Conversion of debt to stock | 137,596 | $ 105 | 137,491 | 137,596 | |||
Conversion of Debt to Stock, shares | 105,440 | ||||||
Other comprehensive loss | (51,595) | (51,595) | (51,595) | ||||
Net loss | (6,013,944) | (5,969,320) | (5,969,320) | (44,624) | |||
Balance at Jun. 30, 2024 | $ 32,693,292 | $ 7,447 | $ 277,489,875 | $ (246,784,505) | $ (101,946) | $ 30,661,222 | $ 2,032,070 |
Balance, shares at Jun. 30, 2024 | 7,446,972 | ||||||
Issuance of common stock for legal settlement, shares | 900,000 | ||||||
Comprehensive loss | $ (5,924,696) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from operating activities | ||||
Net loss attributable to Lottery.com Inc. | $ (11,678,299) | $ (7,478,525) | $ (25,537,315) | $ (59,999,072) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Net income attributable to noncontrolling interest | (88,359) | (139,866) | 279,747 | (379,916) |
Depreciation and amortization | 2,615,728 | 2,796,518 | 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 | 241,740 | |||
Common stock granted for compensation and as payment in lieu of cash payments for accrued liabilities | 7,530,796 | 716,699 | ||
Changes in assets & liabilities: | ||||
Accounts receivable | (215,894) | 39,165 | 184,406 | (129,465) |
Prepaid expenses | (29,125) | 17,158 | 389,164 | 3,487,315 |
Notes Receivable | (2,000,000) | |||
Other current assets | (261,451) | (41,630) | (189,082) | (492,351) |
Trade payables | 84,844 | 186,659 | 384,169 | 6,601,098 |
Accrued and other expenses | 432,918 | 2,639,348 | 6,982,419 | 210,805 |
Deferred revenue | (53,571) | (53,572) | (107,143) | (698,049) |
Other liabilities | 616,556 | 542,083 | 625,028 | |
Accrued interest | 216,369 | 528 | 374,703 | 307,912 |
Other long-term assets | 125,000 | (13,009,686) | ||
Other long-term liabilities | 125,000 | (1,169) | ||
Prior period adjustments to Accumulated Deficit | (32,151) | |||
Net cash used by operating activities | (1,446,044) | (575,962) | (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) | |||
Proceeds from issuance of convertible debt | 964,985 | 675,906 | ||
Net cash provided by financing activities | 964,985 | 675,906 | 2,270,993 | (15,664) |
Effect of exchange rate changes on cash | 149,185 | (148,351) | 95,289 | 4,277 |
Net change in net cash and restricted cash | (331,874) | (48,407) | 257,060 | (32,536,204) |
Cash and restricted cash at beginning of period | 359,826 | 102,766 | 102,766 | 32,638,970 |
Cash and restricted cash at end of period | 27,952 | 54,359 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations | Note 1. Nature of Operations Description of Business Lottery.com Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto, Inc. (“AutoLotto”). Following the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. In connection with the Business Combination the Company moved its headquarters from New York, New York to Spicewood, Texas. The Company is a leading provider of domestic and international lottery products and services. As an independent third-party lottery game service, the Company offers a platform that it developed and operates to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the “Platform”). The Company’s revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform ” 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 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. | 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. 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | 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 $ 247 8.9 5.9 25.5 60.0 53.0 The Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with a loan agreement the Company entered into with United Capital Investments Ltd. (“UCIL”) on July 21, 2023, the Plans for Recommencement of Company Operations 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 keeping 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 $ 12,970 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 period-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the reporting period. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss). Cash and Restricted Cash As of June 30, 2024 and December 31, 2023, cash was comprised of cash deposits. From time-to-time cash deposits with some banks may exceed federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company had no Accounts Receivable The Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, which are its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company increased its allowance for uncollectible receivables as of June 30, 2024 by $ 6,750 104,270 97,520 Prepaid Expenses Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services (“Prepaid advertising credits”). The Company expenses the service as it is performed by the third party. The value of the services provided were used to value these contracts, except for the year ended December 31, 2021 the Company reserved for potential inability to realize $ 2,000,000 19,049,284 19,020,159 Investments On August 2, 2018, AutoLotto purchased 186,666 4 20 Property and equipment, net Property and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense in the consolidated statement of operations. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3 Leases Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). Internal Use Software Development Software development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight-line basis over the estimated useful life of the software. Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “ Goodwill and Other Intangible Assets Revenue Recognition Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606) Lottery game revenue Items that fall under this revenue classification include: Lottery game sales The Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, which may be the user or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling price, there is no allocation of consideration necessary. In accordance with Accounting Standards Codification (“ASC”) 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over the specified good or services before they are transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has discretion in establishing the price. For all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes fulfillment risk of all lottery game sales as it retains physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory risk on all lottery game sales tickets as they would be responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while states have the authority to establish lottery game sales prices, the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being sold. Other associated revenue The Company’s performance obligations in agreements with certain customers are to provide a license of intellectual property related to the use of the Company’s tradename for marketing purposes by partners of the Company. Customers pay a license fee up front. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic license which provides the customer with the right to use the Company’s intellectual property on an ongoing basis with continued support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. There is no variable consideration related to these performance obligations. Arrangements with multiple performance obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices based on the prices charged to customers. Deferred Revenue The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, management requires payment before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. Taxes Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue. Cost of Revenue Cost of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing fees on user fees, including chargebacks imposed on the Company. Other non-variable costs included in cost of revenue include affiliate marketing credits acquired on a per-contract basis. Stock-based Compensation Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation - “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” Stock Compensation Income Taxes For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting. For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the Company’s tax return and provision based upon its relative ownership. Income taxes are accounted for in accordance with ASC 740, “ Income Taxes The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2020 through 2023 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2019 through 2023 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations. Fair Value of Financial Instruments The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures , ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities ● Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability ● Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Fair value of stock options and warrants Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( ) In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 | 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: (c) former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”); (d) 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; (e) AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; (f) the post-combination company assuming the Lottery.com name; (g) 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 , (e) Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities (f) 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 (g) Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Fair value of stock options and warrants Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( ) In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Business Combination | Note 3. Business Combination TDAC Combination On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 The Merger closing was a triggering event for the Series B convertible notes, of which $ 63.8 164,426 488,225 At the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Lottery.com common stock in the manner set forth in the Merger Agreement. The Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and TDAC as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies The accompanying consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and do not include the historical results of TDAC prior to the consummation of Business Combination. Upon the closing of the transaction, AutoLotto received total gross proceeds of approximately $ 42,794,000 9,460,000 11,068,000 5,475,000 5,593,000 Pursuant to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the Closing (the “Sellers”) were entitled to receive up to 300,000 200,000 150,000 100,000 Global Gaming Acquisition On June 30, 2021, the Company completed its acquisition of 100 80 22.0848 The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the acquired intangible assets were determined using Level 3 inputs which were not observable in the market. The total purchase price of $ 10,989,691 10,530,000 687,439 0.67 10,055,214 80 13,215,843 20 Schedule of Identified Tangible and Intangible Asset Acquired Cash $ 517,460 Accounts receivable, net 34,134 Prepaids 5,024 Property and equipment, net 2,440 Other assets, net 65,350 Intangible assets 8,590,000 Goodwill 4,940,643 Total assets $ 14,155,051 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,843 Goodwill recognized in connection with the acquisition - is primarily attributed to an anticipated growing lottery market in Mexico that is expected to be achieved from the integration of these Mexican entities. None of the goodwill is expected to be deductible for income tax purposes. Following are details of the purchase price allocated to the intangible assets acquired. Schedule of Intangible Assets Acquired Category Fair Value Customer relationships $ 410,000 Gaming licensees 4,020,000 Trade names and trademarks 2,540,000 Technology 1,620,000 Total Intangibles $ 8,590,000 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, net | Note 4. Property and Equipment, net Property and equipment, net as of June 30, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment June 30, 2024 December 31, 2023 Computers and equipment $ 124,678 $ 124,199 Furniture and fixtures 16,898 16,898 Software 2,026,201 2,026,200 Property and equipment 2,168,297 2,167,297 Accumulated depreciation (2,152,947 ) (2,145,988 ) Property and equipment, net $ 15,350 $ 21,309 Depreciation expense for the three months ended June 30, 2024 was $ 2,831 11,825 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expenses | Note 5. Prepaid Expenses Prepaid expenses consist primarily of advertising credits from two top tier media organizations that operate in the United States. The advertising credits were obtained in return for warrants, shares of common stock and shares of preferred stock. The agreements do not specify a time period for utilizing these credits and there is no requirement to provide cash or other consideration in connection with utilizing them. The balance can be utilized at any time at the mutual consent of the parties. The Company expects to begin utilizing these credits in the second half of 2024 and anticipates fully utilizing all of them by the end of 2025. Accordingly, they are presented as current assets. | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Credit Loss [Abstract] | ||
Notes Receivable | Note 6. Notes Receivable On March 22, 2022, the Company entered into a three 2,000,000 3.1 2,000,000 This note was received in consideration for a portion of the development work that the Company performed for the borrower who had intended to use the Company’s technology to launch its own online game in a jurisdiction outside the U.S., where the Company is unlikely to operate. | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Write-Off of Goodwill and Intangibles | Note 7. Write-Off of Goodwill and Intangibles As required by ASC 350 Intangibles – Goodwill and Other Impairment and ASC 360 – Impairment Testing: Long-Lived Assets, in connection with preparing the consolidated financial statements for the period ended December 31, 2023, management conducted a review as to whether there are conditions or circumstances that may indicate the impairment of its long-lived assets, goodwill and other indefinite-lived intangible assets. The Company reviewed the goodwill and intangibles acquired in the acquisitions of TinBu, LLC and Global Gaming Enterprises, Inc., the domain names and software purchased from third parties, and software developed in-house. Each of TinBu, Global Gaming, and Lottery.com is considered a reporting unit for application of the annual review for potential impairment. The company performed a valuation of each of the reporting units described above, using discounted cash flow methodologies and estimates of fair market value. Given the results of the quantitative assessment, the company determined that the goodwill for the TinBu and Global Gaming reporting units was impaired. For the year ended December 31, 2023, the company recognized goodwill impairment charges of $ 5.65 1.06 6.71 488 312 800 Additionally, in connection with completion of the tax provision for 2023, a transaction which had been recorded for the year ended December 31, 2021 was reevaluated and a decision was made that it should not have been recorded and should be reversed. Specifically, at the end of 2021, a decision was made to increase goodwill related to the acquisition of Global Gaming Enterprises, Inc. due to an incorrect conclusion that “an adjustment should be made to goodwill for the recording of related deferred tax liabilities as the Company released $ 1.6 1,653,067 1,653,067 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, net | Note 8. Intangible assets, net Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses June 30, 2024 December 31, 2023 Gross Gross Useful Carrying Accumulated Carrying Accumulated Life Amount Amortization Net Amount Amortization Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,118,889 ) $ 231,111 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,698,265 ) 851,735 2,550,000 (1,555,925 ) 994,075 Technology 6 3,050,000 (2,467,278 ) 582,722 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (10,092,500 ) 4,357,500 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (2,010,000 ) 2,010,000 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (861,169 ) 2,043,304 2,192,050 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,785,250 ) 5,149,750 6,935,000 (1,554,083 ) 5,380,917 $ 35,259,473 $ (20,033,351 ) $ 15,226,071 $ 34,547,050 $ (17,577,599 ) $ 17,681,874 Amortization expense with respect to intangible assets for the three months ended June 30, 2024 and 2023 totaled $ 1,327,914 1,381,536 2,610,050 2,762,5671 412,450 5,650,000 for TinBu and $ 1,060,200 for Global Gaming. The total impairment charges related to goodwill were $ 6,710,200 for the year ended December 31, 2023. It was also determined that there was impairment of certain intangible assets related to Global Gaming. As a result, for the year ended December 31, 2023 the Company recorded impairment charges of $ 488,300 to trade names and trademarks and $ 311,500 to technology acquired from Global Gaming. The total impairment charges to intangible assets for the year ended December 31, 2023 were $ 798,800 . Estimated amortization expense for years of useful life remaining is as follows: Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 3,461,286 2025 4,509,655 2026 1,557,322 2027 692,380 Thereafter 5,005,428 Total $ 15,226,071 The Company had software development costs of $ 476,850 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Notes Payable and Convertible Debt | Note 9. Notes Payable and Convertible Debt Secured Convertible Note In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $ 935,000 69,910 Series A Notes From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $ 821,500 10 December 31, 2021 771,500 771,500 318,909 Series B Notes From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $ 8,802,828 8 December 21, 2021 During the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $ 38,893,733 8 0 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 See Note 9 68,491 Short term loans On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $ 150,000 3.75 150,000 5,626 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 30, 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 June 30, 2024 and December 31, 2023, the balance of the notes was $ 2,336,081 296,112 | 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 30, 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity Controlling Interest | ||
Stockholders’ Equity | Note 10. Stockholders’ Equity Reverse Split On August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. The effects of the Reverse Stock Split have been reflected in this Amended Quarterly Report on Form 10-Q for all periods presented. Preferred Stock Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 0.001 no Common Stock Our Charter authorizes the issuance of an aggregate of 500,000,000 0.001 As of June 30, 2024 and December 31, 2023, 7,446,972 2,877,045 Schedule of Common Stock Schedule of Common Stock Issuance of Common Stock Stock for compensation and as payment in lieu of cash payments for accrued liabilities 2,564,492 Exercise of options (Note 10) 48,718 Issuance of Common Stock converted for Convertible Note 105,440 Total 2,718,650 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 ● 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, and as of June 30, 2024 there were Public Warrants outstanding for the issuance of 1,006,250 19,784 Private Warrants Private warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity. Unit Purchase Option On June 1, 2018, the Company sold to the underwriter (and its designees), for $ 100 87,500 240.00 21,000,000 87,500 87,500 87,500 87,500 100 87,500 Common Stock Warrants The Company did not issue any warrants during the three months ended June 30, 2024. All 24,415 1.32 Schedule of Common Stock Warrants Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Outstanding at December 31, 2023 24,415 0.11 1.82 1,200,387 Granted - - - Exercised - - - Forfeited/cancelled - - - Outstanding at June 30, 2024 24,415 $ 0.11 1.32 $ 1,200,387 Beneficial Conversion Feature - Convertible Debt As detailed in Note 9 8,480,697 2,795,000 Earnout Shares As detailed in Note 3 5,000,000 | 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: 20. in whole and not in part; 21. at a price of $ 0.01 22. upon a minimum of 30 23. if, and only if, the last sale price of the Company’s common stock equals or exceeds $ 320.00 20 30 24. 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Note 11. Stock-based Compensation Expense 2015 Stock Option Plan Prior to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time not 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 1.85 2,669,232 Stock Options The Company did not issue any new stock options during the quarter ended June 30, 2024. The following table shows stock option activity for the year ended December 31, 2023 and quarter ended June 30, 2024: 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, 2023 10,455 17,283 $ 8.20 2.4 $ 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled - - - - Outstanding at June 30, 2024 10,455 17,283 $ 8.20 1.9 $ 944,544 Restricted awards The Company awards restricted stock to employees, directors, and certain outside consultants from time to time which are 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 such 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 time 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 June 30, 2024 and December 31, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $ 0 and $ 0 respectively. 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, 2023 - $ - Granted 3,101,277 1.40 Vested 3,101,277 1.40 Forfeited/cancelled - - Restricted shares unvested at March 31, 2024 - - Granted ** 2,669,932 1.05 Vested ** 2,669,932 1.05 Forfeited/cancelled - Restricted shares unvested at June 30, 2024 - $ - ** Of the shares granted during the quarter ending June 30, 2024 approximately 1.75 900 | 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 - $ - |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12. Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. | 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 19,303,349 - - 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13. Commitments and Contingencies Indemnification Agreements The Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2024 and December 31, 2023. Digital Securities In 2018, the Company commenced an 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 12,309 12,309 As of June 30, 2024, future minimum rent payments due under non-cancellable leases with initial are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 14,604 Thereafter - Total $ 14,604 Litigation and Other Loss Contingencies As of June 30, 2024, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company of its size and scope. See Part II, Item 1 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 14. Related Party Transactions The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties. During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company paid $ 4,700 13,000 During the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin Games”), an entity owned by Ryan Dickinson, a former officer of the Company, to facilitate the establishment of receipt of retail lottery licenses in certain jurisdictions. As of June 30, 2024 and 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. As of the date of this Report, no definitive documentation for this transaction has been signed. The Company paid Master Goblin an aggregate of approximately $ 53,000 440,000 53,000 316,919 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 16. Subsequent Events On July 19, 2024, the Company received notice that the Tinbu Plaintiff’s requested a voluntary dismissal of their claims. The Tinbu Complaints have been voluntarily dismissed without prejudice by the District Court of Appeal of the State of Florida Second District and the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, indicating that no further action will be pursued by the plaintiffs in Florida State Court at this time. The District Court of Appeals also denied the Tinbu Plaintiff’s motion for attorney’s fees and costs. On August 14, 2024, the Company announced that it would close on the acquisition of SportLocker.com on September 1 , 2024. SportLocker has already been rebranded as Sports.com Also on August 14, 2024, the Company announced that its subsidiary, Sports.com, has expanded its partnership with Bango PLC (AIM: BGO), (“Bango”), the global leader in subscription bundling and digital commerce solutions. The partnership is designed to expand Sports.com’s reach to new markets worldwide through Bango’s extensive international distribution network. Sports.com had already successfully completed its integration with Bango’s Digital Vending Machine ® On August 16, 2024 the company received and processed a conversion notice from United Capital Investments London Limited for conversion of $ 682,858.98 67,141.02 750,000 Between the Balance Sheet date and the filing of this report, the Company also received and processed conversion notices from certain other holders of convertible notes with cumulative principal of $ 635,000 32,202.77 667,202.77 The accounting effect of the conversions described above will be to decrease the balance of convertible notes by $ 1,317,859 99,343.79 | 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 |
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) 907,632 Notes receivable 2,000,000 - 2,000,000 Investments 250,000 - 250,000 Goodwill 12,880,558 (1,653,067 ) (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) $ 64,377,218 LIABILITIES AND STOCKHOLDERS’ EQUITY Trade payables 8,009,534 (17,732 ) (3) 7,991,802 Deferred revenue 357,143 - 357,143 Notes payable – current 6,075,594 (48,925 ) (4) 6,026,669 Accrued interest 867,236 (8,361 ) 858,875 Accrued and other expenses 11,519,474 (160,426 ) (5) 11,359,048 Other liabilities 1,070,233 96,878 (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) 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) (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) 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 EQUITY FOR THE YEAR ENDING DECEMBER 31, 2023 and 2022 (RESTATED) Accumulated Total Common Stock Additional Accumulated Other AutoLotto Inc. Noncontrolling Total Shares Amount Capital Deficit Income Equity Interest Equity Balance as of December 31, 2021 2,512,816 2,513 239,406,387 (148,188,138 ) (655 ) 91,220,107 2,780,092 94,000,253 Issuance of common stock upon stock option exercise 3,006 3 (57 ) - - (54 ) - (54 ) Issuance of common stock upon stock option exercise 3,006 3 (57 ) - - (54 ) - (54 ) Issuance of common stock for legal settlement 3,000 3 241,737 - - 241,740 - 241,740 Stock based compensation 8,224 8 27,949,249 - - 27,949,257 - 27,949,257 Other comprehensive loss - - - - 4,277 4,277 - 4,277 Comprehensive loss - - - (59,999,072 ) - (59,999,072 ) (379,916 ) (60,378,988 ) Balance as of December 31,2022 2,527,045 $ 2,527 $ 267,597,370 $ (208,187,210 ) $ 3,622 $ 59,416,309 $ 2,400,176 $ 61,816,485 Balance 2,527,045 $ 2,527 $ 267,597,370 $ (208,187,210 ) $ 3,622 $ 59,416,309 $ 2,400,176 $ 61,816,485 Stock based compensation 350,000 $ 350 $ 2,093199 - - $ 2,093,549 - $ 2,093,549 Other comprehensive loss - - - - (70,273 ) (70,273 ) - (70,273 ) Prior period adjustments made to accumulated deficit (1,381,681 ) (25,016 ) (1,406,413 ) (7,135 ) (1,413,548 ) Comprehensive loss - - - (25,537,315 ) - (25,537,315 ) (272,612 ) (25,809,928 ) Balance as of December 31, 2023 $ 2,877,045 $ 2,877 $ 269,690,569 $ (235,106,206 ) $ (91,667 ) $ 34,495,573 $ 2,120,429 $ 36,616,002 The accompanying notes are an integral part of these restated 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: 15. 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. 16. 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 17. 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. 18. Woodford Debt 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 19. 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. 20. Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities. 21. 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: 16. Increasing revenue to include the first through third quarters of 2023 for Global Gaming. 17. Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming. 18. The effect of 7.a. and 7.b was a net increase to gross margin 19. Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming. 20. A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7. 21. A correction was made to non-controlling interest in connection with the changes described here in item 7. 22. A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7. 23. A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7. 17. 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 |
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 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | 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 | 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 $ 247 8.9 5.9 25.5 60.0 53.0 The Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with a loan agreement the Company entered into with United Capital Investments Ltd. (“UCIL”) on July 21, 2023, the Plans for Recommencement of Company Operations 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 keeping expenditures in line with available operating capital. Such conditions raise substantial doubt about the Company’s ability to continue as a 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. | 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: (c) former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”); (d) 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; (e) AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; (f) the post-combination company assuming the Lottery.com name; (g) 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. | 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. | 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 $ 12,970 | 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. | 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. | 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 period-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the reporting period. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss). | 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 June 30, 2024 and December 31, 2023, cash was comprised of cash deposits. From time-to-time cash deposits with some banks may exceed federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company had no | 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 June 30, 2024 by $ 6,750 104,270 97,520 | 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 19,049,284 19,020,159 | 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 | 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 | 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). | 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. | 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 | 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) | 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. | 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. | 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 | Stock-based Compensation Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation - “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” Stock Compensation |
Income Taxes | Income Taxes For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting. For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the Company’s tax return and provision based upon its relative ownership. Income taxes are accounted for in accordance with ASC 740, “ Income Taxes The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2020 through 2023 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2019 through 2023 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations. | 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 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 , (e) Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities (f) 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 (g) 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. | 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 | 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 |
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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | 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 | Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3 |
Business Combination (Tables)
Business Combination (Tables) - Global Gaming Acquisition [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | 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 65,350 Intangible assets 8,590,000 Goodwill 4,940,643 Total assets $ 14,155,051 Accounts payable and other liabilities $ (387,484 ) Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,843 | Schedule of 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 | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment, net as of June 30, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment June 30, 2024 December 31, 2023 Computers and equipment $ 124,678 $ 124,199 Furniture and fixtures 16,898 16,898 Software 2,026,201 2,026,200 Property and equipment 2,168,297 2,167,297 Accumulated depreciation (2,152,947 ) (2,145,988 ) Property and equipment, net $ 15,350 $ 21,309 | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | 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 June 30, 2024 December 31, 2023 Gross Gross Useful Carrying Accumulated Carrying Accumulated Life Amount Amortization Net Amount Amortization Net Amortizing intangible assets Customer relationships 6 $ 1,350,000 $ (1,118,889 ) $ 231,111 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,698,265 ) 851,735 2,550,000 (1,555,925 ) 994,075 Technology 6 3,050,000 (2,467,278 ) 582,722 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (10,092,500 ) 4,357,500 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (2,010,000 ) 2,010,000 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (861,169 ) 2,043,304 2,192,050 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,785,250 ) 5,149,750 6,935,000 (1,554,083 ) 5,380,917 $ 35,259,473 $ (20,033,351 ) $ 15,226,071 $ 34,547,050 $ (17,577,599 ) $ 17,681,874 | 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: Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 3,461,286 2025 4,509,655 2026 1,557,322 2027 692,380 Thereafter 5,005,428 Total $ 15,226,071 | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity Controlling Interest | ||
Schedule of Common Stock | Schedule of Common Stock Schedule of Common Stock Issuance of Common Stock Stock for compensation and as payment in lieu of cash payments for accrued liabilities 2,564,492 Exercise of options (Note 10) 48,718 Issuance of Common Stock converted for Convertible Note 105,440 Total 2,718,650 | 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 Warrants Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Outstanding at December 31, 2023 24,415 0.11 1.82 1,200,387 Granted - - - Exercised - - - Forfeited/cancelled - - - Outstanding at June 30, 2024 24,415 $ 0.11 1.32 $ 1,200,387 | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of Restricted Stock Awards Activity | The Company did not issue any new stock options during the quarter ended June 30, 2024. The following table shows stock option activity for the year ended December 31, 2023 and quarter ended June 30, 2024: 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, 2023 10,455 17,283 $ 8.20 2.4 $ 944,544 Granted - - - - Exercised - - - - Forfeited/cancelled - - - - Outstanding at June 30, 2024 10,455 17,283 $ 8.20 1.9 $ 944,544 | 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 - $ - |
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, 2023 - $ - Granted 3,101,277 1.40 Vested 3,101,277 1.40 Forfeited/cancelled - - Restricted shares unvested at March 31, 2024 - - Granted ** 2,669,932 1.05 Vested ** 2,669,932 1.05 Forfeited/cancelled - Restricted shares unvested at June 30, 2024 - $ - ** Of the shares granted during the quarter ending June 30, 2024 approximately 1.75 900 | |
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 - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases | As of June 30, 2024, future minimum rent payments due under non-cancellable leases with initial are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 14,604 Thereafter - Total $ 14,604 | 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 |
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) 907,632 Notes receivable 2,000,000 - 2,000,000 Investments 250,000 - 250,000 Goodwill 12,880,558 (1,653,067 ) (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) $ 64,377,218 LIABILITIES AND STOCKHOLDERS’ EQUITY Trade payables 8,009,534 (17,732 ) (3) 7,991,802 Deferred revenue 357,143 - 357,143 Notes payable – current 6,075,594 (48,925 ) (4) 6,026,669 Accrued interest 867,236 (8,361 ) 858,875 Accrued and other expenses 11,519,474 (160,426 ) (5) 11,359,048 Other liabilities 1,070,233 96,878 (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) 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) (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) 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 EQUITY FOR THE YEAR ENDING DECEMBER 31, 2023 and 2022 (RESTATED) Accumulated Total Common Stock Additional Accumulated Other AutoLotto Inc. Noncontrolling Total Shares Amount Capital Deficit Income Equity Interest Equity Balance as of December 31, 2021 2,512,816 2,513 239,406,387 (148,188,138 ) (655 ) 91,220,107 2,780,092 94,000,253 Issuance of common stock upon stock option exercise 3,006 3 (57 ) - - (54 ) - (54 ) Issuance of common stock upon stock option exercise 3,006 3 (57 ) - - (54 ) - (54 ) Issuance of common stock for legal settlement 3,000 3 241,737 - - 241,740 - 241,740 Stock based compensation 8,224 8 27,949,249 - - 27,949,257 - 27,949,257 Other comprehensive loss - - - - 4,277 4,277 - 4,277 Comprehensive loss - - - (59,999,072 ) - (59,999,072 ) (379,916 ) (60,378,988 ) Balance as of December 31,2022 2,527,045 $ 2,527 $ 267,597,370 $ (208,187,210 ) $ 3,622 $ 59,416,309 $ 2,400,176 $ 61,816,485 Balance 2,527,045 $ 2,527 $ 267,597,370 $ (208,187,210 ) $ 3,622 $ 59,416,309 $ 2,400,176 $ 61,816,485 Stock based compensation 350,000 $ 350 $ 2,093199 - - $ 2,093,549 - $ 2,093,549 Other comprehensive loss - - - - (70,273 ) (70,273 ) - (70,273 ) Prior period adjustments made to accumulated deficit (1,381,681 ) (25,016 ) (1,406,413 ) (7,135 ) (1,413,548 ) Comprehensive loss - - - (25,537,315 ) - (25,537,315 ) (272,612 ) (25,809,928 ) Balance as of December 31, 2023 $ 2,877,045 $ 2,877 $ 269,690,569 $ (235,106,206 ) $ (91,667 ) $ 34,495,573 $ 2,120,429 $ 36,616,002 The accompanying notes are an integral part of these restated 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: 15. 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. 16. 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 17. 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. 18. Woodford Debt 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 19. 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. 20. Further review of funding amounts received from third parties in the first half of 2023 resulted in certain reclassifications that increased other liabilities. 21. 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: 16. Increasing revenue to include the first through third quarters of 2023 for Global Gaming. 17. Increasing cost of revenue to include the first through third quarters of 2023 for Global Gaming. 18. The effect of 7.a. and 7.b was a net increase to gross margin 19. Increasing operating expenses to include the first through third quarters of 2023 for Global Gaming. 20. A correction was made to accumulated and other comprehensive loss in connection with the changes described here in item 7. 21. A correction was made to non-controlling interest in connection with the changes described here in item 7. 22. A correction was made to foreign currency translation adjustment, net in connection with the changes described here in item 7. 23. A correction was made to net income attributable to non-controlling interest in connection with the changes described here in item 7. 17. 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 |
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 ) |
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 19,303,349 - - 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 $ - $ - |
Schedule of Depreciation of Pro
Schedule of Depreciation of Property and Equipment (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | 3 years |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 5 years | 5 years |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | 3 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 22, 2024 | Aug. 02, 2018 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Retained deficit | $ 246,784,505 | $ 246,784,505 | $ 235,106,206 | $ 208,187,210 | ||||||
Working capital deficiency | 8,900,000 | 8,900,000 | 7,500,000 | |||||||
Loss from operations | 5,889,694 | $ 4,215,316 | 11,484,523 | $ 7,370,404 | 25,167,116 | 55,873,771 | $ 53,000,000 | |||
Loss from operations | (5,889,694) | (4,215,316) | (11,484,523) | (7,370,404) | (25,167,116) | (55,873,771) | $ (53,000,000) | |||
FDIC deposit | 12,970 | 12,970 | ||||||||
Marketable securities | 0 | 0 | 0 | 0 | ||||||
Allowance for uncollectible receivables | 104,270 | 104,270 | 97,520 | |||||||
Prepaid advertising | 2,000,000 | 2,000,000 | 2,000,000 | |||||||
Prepaid expenses | 19,049,284 | $ 19,049,284 | $ 19,020,159 | $ 19,409,323 | ||||||
Shares purchased | 2,564,492 | 350,000 | 3,000 | |||||||
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. | 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. | ||||||||
Net Income (Loss) Attributable to Parent | 5,969,321 | $ 4,218,088 | $ 11,678,299 | $ 7,478,525 | $ 25,537,315 | $ 59,999,072 | ||||
Restricted Cash | ||||||||||
Long-Term Line of Credit | $ 30,000,000 | |||||||||
Advertising Expense | 377,000 | 1,261,000 | ||||||||
Uncollectible Receivables [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Allowance for uncollectible receivables | 84,520 | $ 84,520 | ||||||||
Subsequent Event [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Concentration risk credit risk uninsured deposits | 13,356 | |||||||||
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 | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Allowance for uncollectible receivables | $ 6,750 | $ 6,750 | ||||||||
Maximum [Member] | Uncollectible Receivables [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Allowance for uncollectible receivables | $ 10,000 |
Schedule of Identified Tangible
Schedule of Identified Tangible and Intangible Asset Acquired (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 11,227,491 | $ 11,227,491 | $ 19,590,758 | $ 1,653,067 |
Global Gaming Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 517,460 | 517,460 | ||
Accounts receivable, net | 34,134 | 34,134 | ||
Prepaids | 5,024 | 5,024 | ||
Property and equipment, net | 2,440 | 2,440 | ||
Other assets, net | 65,350 | 65,349 | ||
Intangible assets | 8,590,000 | 8,590,000 | ||
Goodwill | 4,940,643 | 4,940,643 | ||
Total assets | 14,155,051 | 14,155,050 | ||
Accounts payable and other liabilities | (387,484) | (387,484) | ||
Customer deposits | (134,707) | (134,707) | ||
Related party loan | (417,017) | (417,017) | ||
Total liabilities | (939,208) | (939,208) | ||
Total net assets of Acquirees | $ 13,215,843 | $ 13,215,842 |
Schedule of Intangible Assets A
Schedule of Intangible Assets Acquired (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 8,590,000 | $ 8,590,000 |
Customer Relationships [Member] | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 410,000 | 410,000 |
Gaming Licenses [Member] | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,020,000 | 4,020,000 |
Trademarks and Trade Names [Member] | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 2,540,000 | 2,540,000 |
Technology [Member] | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,620,000 | $ 1,620,000 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 29, 2021 | Jan. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Repayment of notes payable | $ 53,000 | $ 4,700 | $ 4,700 | |||||
Number of eligible earnout shares | 2,564,492 | 350,000 | 3,000 | |||||
Global Gaming Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest percent | 20% | 20% | ||||||
Global Gaming Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Gross acquirees | $ 13,215,843 | $ 13,215,842 | ||||||
Global Gaming Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest percent | 80% | 80% | ||||||
Business Combination Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of eligible earnout shares | 150,000 | |||||||
Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of eligible earnout shares | 87,500 | |||||||
Auto Lotto LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock, shares converted | 488,225 | |||||||
Gross proceeds | $ 42,794,000 | |||||||
Business acquisition, transaction costs | 9,460,000 | |||||||
Repayments of debt | 11,068,000 | |||||||
Repayment of notes payable | 5,475,000 | |||||||
Accrued underwriter fees | $ 5,593,000 | |||||||
Auto Lotto LLC [Member] | Common Stock [Member] | Business Combination Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of eligible earnout shares | 300,000 | |||||||
Auto Lotto LLC [Member] | Series B Convertible Notes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock, shares converted | 164,426 | |||||||
Convertible Notes nayable | $ 63,800,000 | |||||||
Global Gaming Enterprises, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition percentage | 100% | |||||||
Medios Electronicos [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition percentage | 80% | |||||||
Global Gaming [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 10,055,214 | $ 10,055,214 | ||||||
AutoLotto [Member] | Series B Convertible Notes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Convertible Notes nayable | $ 63,800,000 | |||||||
AutoLotto [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock, shares converted | 3.0058 | |||||||
Preferred stock, dividend rate | $ 22.0848 | $ 22.0848 | ||||||
Principal amount | $ 10,989,691 | $ 10,989,691 | ||||||
Cash | $ 10,530,000 | $ 10,530,000 | ||||||
Number of shares issued for acquisition | 687,439 | 687,439 | ||||||
AutoLotto [Member] | Global Gaming [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares price | $ 0.67 | $ 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 ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 2,168,297 | $ 2,167,297 | $ 2,167,297 |
Accumulated depreciation | (2,152,947) | (2,145,988) | (2,059,219) |
Property and equipment, net | 15,350 | 21,309 | 108,078 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 124,678 | 124,199 | 124,199 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 16,898 | 16,898 | 16,898 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 2,026,201 | $ 2,026,200 | $ 2,026,200 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation Expense | $ 2,831 | $ 11,825 | $ 90,744 | $ 160,466 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Secured Promissory Note [Member] - USD ($) | Mar. 22, 2022 | Jun. 30, 2024 |
Short-Term Debt [Line Items] | ||
Debt instrument term | 3 years | |
Principal amount | $ 2,000,000 | |
Interest rate | 3.10% | |
Principal outstanding | $ 2,000,000 | $ 2,000,000 |
Schedule of Finite Lived Intang
Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 35,259,473 | $ 34,547,050 | $ 34,547,050 |
Accumulated amortization | (20,033,351) | (17,577,599) | (11,276,978) |
Net | $ 15,226,071 | $ 17,681,874 | 23,982,495 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 6 years | 6 years | |
Gross carrying amount | $ 1,350,000 | $ 1,350,000 | 1,350,000 |
Accumulated amortization | (1,118,889) | (1,006,389) | (781,385) |
Net | $ 231,111 | $ 343,611 | 568,615 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 6 years | 6 years | |
Gross carrying amount | $ 2,550,000 | $ 2,550,000 | 2,550,000 |
Accumulated amortization | (1,698,265) | (1,555,925) | (642,222) |
Net | $ 851,735 | $ 994,075 | 1,907,778 |
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 6 years | 6 years | |
Gross carrying amount | $ 3,050,000 | $ 3,050,000 | 3,050,000 |
Accumulated amortization | (2,467,278) | (2,257,205) | (1,437,778) |
Net | $ 582,722 | $ 792,795 | 1,612,222 |
Software Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 6 years | 6 years | |
Gross carrying amount | $ 14,450,000 | $ 14,450,000 | 14,450,000 |
Accumulated amortization | (10,092,500) | (8,791,944) | (5,968,611) |
Net | $ 4,357,500 | $ 5,658,056 | 8,481,389 |
Gaming License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 6 years | 6 years | |
Gross carrying amount | $ 4,020,000 | $ 4,020,000 | 4,020,000 |
Accumulated amortization | (2,010,000) | (1,675,000) | (1,005,000) |
Net | 2,010,000 | 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 | 2,192,050 |
Accumulated amortization | (861,169) | (737,053) | (350,232) |
Net | $ 2,043,304 | $ 2,167,420 | 2,554,241 |
Internally Developed Software [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 2 years | 2 years | |
Internally Developed Software [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 10 years | 10 years | |
Domain Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 15 years | 15 years | |
Gross carrying amount | $ 6,935,000 | $ 6,935,000 | 6,935,000 |
Accumulated amortization | (1,785,250) | (1,554,083) | (1,091,750) |
Net | $ 5,149,750 | $ 5,380,917 | $ 5,843,250 |
Write-Off of Goodwill and Int_2
Write-Off of Goodwill and Intangibles (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | $ 6,710,200 | |||||
Intangible assets impairment loss | 800,000 | |||||
Deferred tax liabilities | $ 1,600,000 | |||||
Income tax benefit | $ 4,150 | $ 8,300 | 60,000 | $ 23,364 | 1,653,067 | |
Accumulated deficit | (246,784,505) | (246,784,505) | (235,106,206) | (208,187,210) | ||
Impairment charges | 800,000 | |||||
Goodwill | 11,227,491 | 11,227,491 | 11,227,491 | $ 19,590,758 | 1,653,067 | |
Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | 488,000 | |||||
Trademarks [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | 312,000 | |||||
Tin Bu LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | 5,650,000 | |||||
Global Gaming Enterprises, Inc. [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | 1,060,000 | |||||
Income tax benefit | $ 1,653,067 | |||||
Accumulated deficit | $ (1,653,067) | $ (1,653,067) | ||||
Global Gaming Enterprises, Inc. [Member] | Trademarks and Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets impairment loss | 488,000 | |||||
Global Gaming Enterprises, Inc. [Member] | Technology-Based Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets impairment loss | $ 312,000 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2024 | $ 3,461,286 | ||
2024 | 4,509,655 | $ 4,829,655 | |
2025 | 1,557,322 | 4,509,655 | |
2026 | 692,380 | 2,642,155 | |
Thereafter | 5,005,428 | ||
Total | $ 15,226,071 | 17,681,874 | $ 23,982,495 |
2027 | 1,245,517 | ||
Thereafter | $ 4,454,892 |
Intangible assets, net (Details
Intangible assets, net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 1,327,914 | $ 1,381,536 | $ 2,610,050 | $ 27,625,671 | $ 5,550,882 | $ 5,440,908 |
Loss on impairment of long-lived assets | 6,710,200 | 412,450 | ||||
Goodwill impairment loss | 6,710,200 | |||||
Software development costs | 35,259,473 | 35,259,473 | 34,547,050 | 34,547,050 | ||
Software and Software Development Costs [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Software development costs | $ 476,850 | 476,850 | 476,850 | $ 476,850 | ||
Tin Bu LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill written off | 5,650,000 | 5,650,000 | ||||
Global Gaming Enterprises, Inc. [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill written off | $ 1,060,200 | 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 | Feb. 28, 2021 | May 01, 2020 | Mar. 31, 2021 | Oct. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2024 | Dec. 31, 2022 | Oct. 01, 2021 | Aug. 31, 2020 | Jun. 29, 2020 | Aug. 30, 2018 | Aug. 28, 2018 | |
Short-Term Debt [Line Items] | |||||||||||||||
Balance on notes payable | $ 2,336,081 | $ 2,336,081 | $ 2,601,370 | ||||||||||||
Convertible promissory note balance | $ 81,464 | ||||||||||||||
Secured Convertible Note [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | 935,000 | 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 | 771,500 | 771,500 | ||||||||||||
Accrued interest | 318,909 | ||||||||||||||
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 | Dec. 21, 2021 | |||||||||||||
Balance on notes payable | 185,095 | ||||||||||||||
Accrued interest | 64,799 | 68,491 | 49,992 | ||||||||||||
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 | ||||||||||||||
Series B Convertible Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible promissory note balance | $ 0 | ||||||||||||||
Short Term Loans [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | $ 37,199 | $ 150,000 | |||||||||||||
Interest rate | 3.75% | ||||||||||||||
Accrued interest | 5,253 | 5,626 | 3,764 | ||||||||||||
Balance of loan amount | 150,000 | 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 | 13,000 | ||||||||||||
Notes Payable [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | $ 12,674,635 | $ 12,674,635 | |||||||||||||
Interest rate | 0% | 0% | |||||||||||||
Maturity date | Jun. 30, 2022 | ||||||||||||||
Accrued interest | $ 242,381 | $ 296,112 | $ 164,846 | ||||||||||||
Debt instrument, interest rate, effective percentage | 4.10% | ||||||||||||||
P P P 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 $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest were forgivable after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintained its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during the third quarter of fiscal year 2021. |
Schedule of Common Stock (Detai
Schedule of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Controlling Interest | ||||
Issuance of common stock | 2,564,492 | 350,000 | 3,000 | |
Exercise of options (Note 11) | 48,718 | 3,006 | ||
Issuance of Common Stock converted for Convertible Note | $ 137,596 | $ 105,440 | ||
Total | 2,718,650 | |||
Balance, shares | 2,877,045 | 2,527,045 | 2,512,815 | |
Restricted stock award | $ 8,224 | |||
Balance, shares | 2,877,045 | 2,527,045 |
Schedule of Common Stock Warran
Schedule of Common Stock Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares Outstanding balance | 24,415 | 24,415 |
Number of Shares Outstanding balance | 24,415 | |
Common Stock Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares Outstanding balance | 24,415 | |
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | |
Weighted Average Remaining Contractual Life (years) Outstanding | 1 year 3 months 25 days | 1 year 9 months 25 days |
Aggregate Intrinsic Value Outstanding | $ 1,200,387 | |
Number of Shares Outstanding balance | ||
Weighted Average Exercise Price Outstanding, balance | ||
Number of Shares Outstanding balance | ||
Weighted Average Exercise Price Outstanding, balance | ||
Number of Shares Outstanding balance | ||
Weighted Average Exercise Price Outstanding, balance | ||
Number of Shares Outstanding balance | 24,415 | 24,415 |
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | $ 0.11 |
Aggregate Intrinsic Value Outstanding | $ 1,200,387 | $ 1,200,387 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 01, 2018 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders' equity, reverse stock split, description | the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. | 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 | 1,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 7,446,972 | 2,877,045 | 2,527,045 | ||
Common stock, shares outstanding | 7,446,972 | 2,877,045 | 2,527,045 | ||
Share price | $ 320 | $ 320 | |||
Number of trading days | 20 days | 20 days | |||
Purchase of aggregate shares | 19,784 | ||||
Shares purchased | 2,564,492 | 350,000 | 3,000 | ||
Number of shares outstanding | 24,415 | 24,415 | 24,415 | ||
Average useful life | 1 year 3 months 25 days | 2 years 8 months 12 days | 2 years 8 months 12 days | ||
Debt instrument, beneficial conversion feature | $ 8,480,697 | ||||
Debt instrument unamortized discount | $ 2,795,000 | ||||
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 | ||||
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 | ||||
Public Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share price | $ 0.01 | $ 0.01 | |||
Minimum days prior written notice of redemption | 30 days | 30 days | |||
Maximum trading days | 30 days | 30 days | |||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of warrants to purchase | 1,006,250 | 1,006,250 | |||
Unit Purchase Option [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share unit exercisable | 87,500 | ||||
Price per unit | $ 240 | ||||
Aggregate exercise price | $ 21,000,000 | ||||
Cash payment | $ 100 | ||||
Shares forfeited | 87,500 | ||||
Shares vested | 87,500 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of warrants to purchase | 87,500 | ||||
Shares purchased | 87,500 | ||||
Common stock, shares outstanding | 2,877,045 | 2 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Average Exercise Price, Granted | $ 1,750,000 | |||
Shares Available for Grant, Exercised | (48,718) | (3,006) | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares Available for Grant, Outstanding | 10,455 | |||
Outstanding Stock Awards, Outstanding | 17,283 | |||
Average Exercise Price, Outstanding | $ 8.20 | |||
Weighted Remaining Contractual Life (years), Outstanding | 1 year 10 months 24 days | 2 years 4 months 24 days | ||
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | |||
Shares Available for Grant, Granted | ||||
Outstanding Stock Awards, Granted | ||||
Average Exercise Price, Granted | ||||
Shares Available for Grant, Exercised | ||||
Outstanding Stock Awards, Exercised | ||||
Average Exercise Price, Exercised | ||||
Shares Available for Grant, Forfeited/ Cancelled | ||||
Outstanding Stock Awards, Forfeited/ Cancelled | ||||
Average Exercise Price, Forfeited/ Cancelled | ||||
Shares Available for Grant, Outstanding | 10,455 | 10,455 | 10,455 | |
Outstanding Stock Awards, Outstanding | 17,283 | 17,283 | 17,283 | |
Average Exercise Price, Outstanding | $ 8.20 | $ 8.20 | $ 8.20 | |
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 | $ 944,544 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Awards Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average exercise price granted | $ 1,750,000 | |||||
Shares available for grant forfeited cancelled | (48,718) | (3,006) | ||||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares available for nonvested, beginning balance | ||||||
Weighted average grant fair value, beginning balance | ||||||
Shares available for nonvested, granted | 2,669,932 | 3,101,277 | ||||
Weighted average grant fair value, beginning balance | $ 1.05 | $ 1.40 | ||||
Shares available for nonvested, vested | 2,669,932 | 3,101,277 | ||||
Weighted average grant fair value,vested | $ 1.05 | $ 1.40 | ||||
Shares available for nonvested, forfeited | ||||||
Weighted average grant fair value, forfeited | ||||||
Shares available for nonvested, ending balance | ||||||
Weighted average grant fair value, ending balance | ||||||
Shares available for nonvested, forfeited | ||||||
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) | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares Available for Grant, Outstanding | 10,455 | 10,455 | ||||
Outstanding Stock Awards, Outstanding | 17,283 | 17,283 | ||||
Average Exercise Price, Outstanding | $ 8.20 | $ 8.20 | ||||
Weighted average remaining contractual life years | 1 year 10 months 24 days | 2 years 4 months 24 days | ||||
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 | ||||
Shares available for grant, granted | ||||||
Outstanding stock awards, granted | ||||||
Weighted average exercise price granted | ||||||
Shares available for grant forfeited cancelled | ||||||
Outstanding stock awards, exercised | ||||||
Weighted average exercise price exercised | ||||||
Shares available for grant forfeited cancelled | ||||||
Outstanding stock awards, forfeited cancelled | ||||||
Weighted average exercise price forfeited cancelled | ||||||
Shares Available for Grant, Outstanding | 10,455 | 10,455 | 10,455 | |||
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 | $ 944,544 | |||
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, Outstanding | 10,455 | 10,455 | 10,455 | 13,461 | ||
Outstanding Stock Awards, Outstanding | 17,283 | 17,283 | ||||
Average Exercise Price, Outstanding | $ 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 | |||
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 | $ 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, Outstanding | 10,455 | 10,455 | 13,461 | |||
Weighted Average Aggregate Intrinsic Value, Outstanding | $ 944,544 | $ 944,544 | $ 2,061,303 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 10, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares granted | $ 1,750 | ||||||
Number of shares issed for services | 900,000 | ||||||
Share-Based Payment Arrangement, Noncash Expense | $ 2,093,199 | $ 27,949,257 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares granted | |||||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0 | $ 0 | 0 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,669,932 | 3,101,277 | |||||
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 | 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. | 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% | 20% | |||||
Number of shares granted | |||||||
2015 Stock Option Plan [Member] | Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0 | ||||||
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 | ||||||
2021 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Purchase price of common stock, percent | 5% | 5% | |||||
Number of shares fully granted | 350,000 | ||||||
Number of shares fully vested | 2,669,232 | 1,850,000 | |||||
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 | 616,518 | 616,518 | 500,000 | |||
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 Future Minimum Rent
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 14,604 | |
Thereafter | ||
Total | $ 14,604 | $ 30,880 |
2024 | 30,880 | |
Thereafter |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||||||||
Participation interests | $ 285,000,000 | |||||||
Percentage of raffle revenue net | 7% | |||||||
Obligation to pay digital securities amount | $ 5,632 | |||||||
Rent expense | $ 12,309 | $ 12,309 | $ 61,960 | $ 2,434 | ||||
Subsequent Event [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Rent expense | $ 1,669 | |||||||
Spicewood [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Rent expense | $ 1,669 | |||||||
Waco [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Rent expense | $ 2,434 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Repayment of notes payable | $ 53,000 | $ 4,700 | $ 4,700 | |||
Loans outstanding | $ 13,000 | $ 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 | 100,000 | ||||
Reimbursement expenses | $ 5,000 | $ 5,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 16, 2024 | Feb. 15, 2024 | Feb. 05, 2024 | Aug. 19, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 29, 2024 | |
Subsequent Event [Line Items] | ||||||||||
Received conversion amount | $ 137,596 | $ 105,440 | ||||||||
Total interest | $ 483,582 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received conversion amount | $ 105 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received conversion amount | $ 682,858.98 | $ 635,000 | ||||||||
Accrued interest | 67,141.02 | |||||||||
Adjusted conversion value | 750,000 | |||||||||
Cumulative interest | 32,202.77 | |||||||||
Total interest | $ 667,202.77 | |||||||||
Investment commitment | $ 18,000,000 | |||||||||
Subsequent Event [Member] | 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 | |||||||||
Subsequent Event [Member] | 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. | |||||||||
Subsequent Event [Member] | Definitive Agreement [Member] | Common Stock [Member] | WA Technology Group Limited [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Restricted common stock | $ 500,000 | |||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received conversion amount | 1,317,859 | |||||||||
Accrued interest | $ 99,343.79 |
SCHEDULE OF CONSOLIDATED BALANC
SCHEDULE OF CONSOLIDATED BALANCE SHEETS (RESTATED) (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||||
Cash | $ 27,952 | $ 359,826 | $ 102,766 | |
Accounts receivable | 240,135 | 24,241 | 208,647 | |
Prepaid expenses | 19,049,284 | 19,020,159 | 19,409,323 | |
Other current assets | 1,169,083 | 907,632 | 718,550 | |
Notes receivable | 2,000,000 | 2,000,000 | 2,000,000 | |
Investments | 250,000 | 250,000 | 250,000 | |
Goodwill | 11,227,491 | 11,227,491 | 19,590,758 | $ 1,653,067 |
Intangible assets, net | 15,226,072 | 17,681,874 | 23,982,445 | |
Property and equipment, net | 15,350 | 21,309 | 108,078 | |
Other long term assets | 12,884,686 | 12,884,686 | 13,009,686 | |
Total assets | 62,090,053 | 64,377,218 | 79,380,253 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Trade payables | 8,076,646 | 7,991,802 | 7,607,633 | |
Deferred revenue | 303,572 | 357,143 | 464,286 | |
Notes payable – current | 6,991,654 | 6,026,669 | 3,755,676 | |
Accrued interest | 1,075,244 | 858,875 | 484,172 | |
Accrued and other expenses | 11,782,534 | 11,359,616 | 4,626,973 | |
Other liabilities | 1,167,111 | 1,167,111 | 625,028 | |
Total current liabilities | 29,396,761 | 27,761,216 | 17,563,768 | |
Total liabilities | 29,396,761 | 27,761,216 | 17,563,768 | |
Common Stock | 7,447 | 2,877 | 2,527 | |
Additional paid in capital | 277,489,875 | 269,690,569 | 267,597,370 | |
Accumulated other comprehensive loss | (51,595) | (91,667) | 3,622 | |
Accumulated deficit | (246,784,505) | (235,106,206) | (208,187,210) | |
Noncontrolling interest | 2,032,070 | 2,120,429 | 2,400,176 | |
Total Equity | 32,693,292 | 36,616,002 | 61,816,485 | $ 94,000,253 |
Total liabilities and stockholders’ equity | $ 62,090,053 | 64,377,218 | $ 79,380,253 | |
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 | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
ASSETS | ||||
Cash | ||||
Accounts receivable | ||||
Prepaid expenses | ||||
Other current assets | 81,684 | |||
Notes receivable | ||||
Investments | ||||
Goodwill | (1,653,067) | |||
Intangible assets, net | ||||
Property and equipment, net | ||||
Other long term assets | ||||
Total assets | (1,571,383) | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Trade payables | (17,732) | |||
Deferred revenue | ||||
Notes payable – current | (48,925) | |||
Accrued interest | (8,361) | |||
Accrued and other expenses | (160,426) | |||
Other liabilities | 96,878 | |||
Total current liabilities | (138,566) | |||
Total liabilities | (138,566) | |||
Common Stock | ||||
Additional paid in capital | ||||
Accumulated other comprehensive loss | 53,062 | |||
Accumulated deficit | 1,346,566 | |||
Noncontrolling interest | (139,881) | |||
Total Equity | 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 |
SCHEDULE OF CONSOLIDATED STATEM
SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (RESTATED) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue | $ 256,997 | $ 655,344 | $ 516,317 | $ 1,275,573 | $ 6,987,474 | $ 6,779,057 | |
Cost of revenue | 45,570 | 95,683 | 129,357 | 130,830 | 5,666,544 | 4,310,750 | |
Gross profit | 211,427 | 559,661 | 386,960 | 1,144,743 | 1,320,930 | 2,468,307 | |
Gross margin | 211,427 | 559,661 | 386,960 | 1,144,743 | 1,320,930 | 2,468,307 | |
Operating expenses: | 6,101,121 | 4,774,977 | 11,871,483 | 8,515,147 | 26,488,046 | 58,342,078 | |
Loss from operations | (5,889,694) | (4,215,316) | (11,484,523) | (7,370,404) | (25,167,116) | (55,873,771) | $ (53,000,000) |
Loss from operations | (5,889,694) | (4,215,316) | (11,484,523) | (7,370,404) | (25,167,116) | (55,873,771) | (53,000,000) |
Net loss before income tax | (5,967,517) | (4,256,059) | (11,717,238) | (7,470,041) | (25,679,655) | (60,359,901) | |
Income tax expense (benefit) | 4,150 | 8,300 | 60,000 | 23,364 | $ 1,653,067 | ||
Net loss | (5,971,667) | (4,256,059) | (11,725,538) | (7,470,041) | (25,739,655) | (60,383,265) | |
Other comprehensive loss | |||||||
Comprehensive loss | (5,924,696) | (4,290,315) | (11,576,353) | (7,618,392) | (25,809,928) | (60,378,988) | |
Net income attributable to noncontrolling interest | (44,625) | 72,227 | (101,946) | 139,867 | 272,613 | 379,916 | |
Net income attributable to noncontrolling interest | 44,625 | (72,227) | 101,946 | (139,867) | (272,613) | (379,916) | |
Net loss attributable to Lottery.com Inc. | $ (5,969,321) | $ (4,218,088) | $ (11,678,299) | $ (7,478,525) | $ (25,537,315) | $ (59,999,072) | |
Net loss per common share | |||||||
Net loss per common share, basic | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) | |
Net loss per common share, diluted | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) | |
Weighted average common shares outstanding | |||||||
Weighted average common shares outstanding, basic | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 | |
Weighted average common shares outstanding, diluted | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 | |
Previously Reported [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
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 expense (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 | ||||||
Restated [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
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 expense (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 | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue | $ 504,836 | ||||||
Cost of revenue | 121,013 | ||||||
Gross profit | 383,823 | ||||||
Gross margin | 383,823 | ||||||
Operating expenses: | 1,368,215 | ||||||
Loss from operations | (984,382) | ||||||
Loss from operations | (984,382) | ||||||
Income tax expense (benefit) | 60,000 | ||||||
Other comprehensive loss | |||||||
Foreign currency translation adjustment, net | 36,017 | ||||||
Net income attributable to noncontrolling interest | (200,386) | ||||||
Net income attributable to noncontrolling interest | 200,386 | ||||||
Net loss attributable to Lottery.com Inc. | $ (872,564) |
SCHEDULE OF CONSOLIDATED STAT_2
SCHEDULE OF CONSOLIDATED STATEMENTS OF EQUITY (RESTATED) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 36,616,002 | $ 61,816,485 | $ 36,616,002 | $ 61,816,485 | $ 61,816,485 | $ 94,000,253 | ||
Balance, shares | 2,877,045 | 2,527,045 | 2,877,045 | 2,527,045 | 2,527,045 | 2,512,815 | ||
Issuance of common stock upon stock option exercise | $ (54) | |||||||
Issuance of common stock upon stock option exercise, shares | 48,718 | 3,006 | ||||||
Issuance of common stock for legal settlement | $ 241,740 | |||||||
Issuance of common stock for legal settlement, shares | 900,000 | |||||||
Stock based compensation | $ 2,093,549 | 27,949,257 | ||||||
Other comprehensive loss | $ (51,595) | $ 16,673 | $ (34,256) | $ (114,095) | (70,273) | 4,277 | ||
Comprehensive loss | (5,924,696) | (4,290,315) | $ (11,576,353) | $ (7,618,392) | (25,809,928) | $ (60,378,988) | ||
Prior period adjustments made to accumulated deficit | $ (1,413,548) | |||||||
Balance, shares | 2,877,045 | 2,527,045 | ||||||
Balance | $ 32,693,292 | $ 34,609,079 | $ 54,766,441 | 58,732,662 | $ 32,693,292 | 54,766,441 | $ 36,640,645 | $ 61,816,485 |
Common Stock [Member] | ||||||||
Balance | $ 2,527 | $ 2,527 | $ 2,527 | $ 2,513 | ||||
Balance, shares | 4,728,322 | 2,877,045 | 2,527,045 | 2,527,045 | 2,877,045 | 2,527,045 | 2,527,045 | 2,512,816 |
Issuance of common stock upon stock option exercise | $ 3 | |||||||
Issuance of common stock upon stock option exercise, shares | 3,006 | |||||||
Issuance of common stock for legal settlement | $ 3 | |||||||
Issuance of common stock for legal settlement, shares | 3,000 | |||||||
Stock based compensation | $ 350 | $ 8 | ||||||
Stock based compensation, shares | 350,000 | 8,224 | ||||||
Other comprehensive loss | ||||||||
Comprehensive loss | ||||||||
Balance, shares | 7,446,972 | 4,728,322 | 2,527,045 | 2,527,045 | 7,446,972 | 2,527,045 | 2,877,045 | 2,527,045 |
Balance | $ 7,447 | $ 4,728 | $ 2,527 | $ 2,527 | $ 7,447 | $ 2,527 | $ 2,877 | $ 2,527 |
Additional Paid-in Capital [Member] | ||||||||
Balance | 267,597,370 | 267,597,370 | 267,597,370 | 239,406,387 | ||||
Issuance of common stock upon stock option exercise | (57) | |||||||
Issuance of common stock for legal settlement | 241,737 | |||||||
Stock based compensation | 2,093,199 | 27,949,249 | ||||||
Other comprehensive loss | ||||||||
Comprehensive loss | ||||||||
Balance | 277,489,875 | 273,342,842 | 268,314,068 | 267,955,719 | 277,489,875 | 268,314,068 | 269,690,569 | 267,597,370 |
Retained Earnings [Member] | ||||||||
Balance | (208,187,210) | (208,187,210) | (208,187,210) | (148,188,138) | ||||
Issuance of common stock upon stock option exercise | ||||||||
Issuance of common stock for legal settlement | ||||||||
Stock based compensation | ||||||||
Other comprehensive loss | ||||||||
Comprehensive loss | (25,537,315) | (59,999,072) | ||||||
Prior period adjustments made to accumulated deficit | (1,381,681) | |||||||
Balance | (246,784,505) | (240,815,185) | (215,665,735) | (211,447,647) | (246,784,505) | (215,665,735) | (235,106,206) | (208,187,210) |
AOCI Attributable to Parent [Member] | ||||||||
Balance | 3,622 | 3,622 | 3,622 | (655) | ||||
Issuance of common stock upon stock option exercise | ||||||||
Issuance of common stock for legal settlement | ||||||||
Stock based compensation | ||||||||
Other comprehensive loss | (51,595) | 16,673 | (32,256) | (114,095) | (70,273) | 4,277 | ||
Comprehensive loss | ||||||||
Prior period adjustments made to accumulated deficit | (25,016) | |||||||
Balance | (101,946) | (50,351) | (144,729) | (110,473) | (101,946) | (144,729) | (67,024) | 3,622 |
Parent [Member] | ||||||||
Balance | 59,416,309 | 59,416,309 | 59,416,309 | 91,220,107 | ||||
Issuance of common stock upon stock option exercise | (54) | |||||||
Issuance of common stock for legal settlement | 241,740 | |||||||
Stock based compensation | 2,093,549 | 27,949,257 | ||||||
Other comprehensive loss | (51,595) | 16,673 | (34,256) | (114,095) | (70,273) | 4,277 | ||
Comprehensive loss | (25,537,315) | (59,999,072) | ||||||
Prior period adjustments made to accumulated deficit | (1,406,413) | |||||||
Balance | 30,661,222 | 32,532,385 | 52,506,131 | 56,400,126 | 30,661,222 | 52,506,131 | 34,520,216 | 59,416,309 |
Noncontrolling Interest [Member] | ||||||||
Balance | 2,400,176 | 2,400,176 | 2,400,176 | 2,780,092 | ||||
Issuance of common stock upon stock option exercise | ||||||||
Issuance of common stock for legal settlement | ||||||||
Stock based compensation | ||||||||
Other comprehensive loss | ||||||||
Comprehensive loss | (272,612) | (379,916) | ||||||
Prior period adjustments made to accumulated deficit | (7,135) | |||||||
Balance | $ 2,032,070 | $ 2,076,694 | $ 2,260,310 | $ 2,332,536 | $ 2,032,070 | $ 2,260,310 | $ 2,120,429 | $ 2,400,176 |
SCHEDULE OF CONSOLIDATED STAT_3
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities | |||||||
Net loss attributable to Lottery.com Inc. | $ (5,969,321) | $ (4,218,088) | $ (11,678,299) | $ (7,478,525) | $ (25,537,315) | $ (59,999,072) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Net income attributable to noncontrolling interest | (88,359) | (139,866) | 279,747 | (379,916) | |||
Depreciation and amortization | 2,615,728 | 2,796,518 | 5,691,379 | 5,601,374 | |||
Stock-based compensation expense | 2,093,199 | 27,949,257 | |||||
Changes in assets & liabilities: | |||||||
Accounts receivable | (215,894) | 39,165 | 184,406 | (129,465) | |||
Prepaid expenses | (29,125) | 17,158 | 389,164 | 3,487,315 | |||
Other current assets | (261,451) | (41,630) | (189,082) | (492,351) | |||
Other current assets | 261,451 | 41,630 | 189,082 | 492,351 | |||
Trade payables | 84,844 | 186,659 | 384,169 | 6,601,098 | |||
Deferred revenue | (53,571) | (53,572) | (107,143) | (698,049) | |||
Accrued interest | 216,369 | 528 | 374,703 | 307,912 | |||
Accrued interest | (216,369) | (528) | (374,703) | (307,912) | |||
Other liabilities | 616,556 | 542,083 | 625,028 | ||||
Other long term assets | 125,000 | (1,169) | |||||
Net cash used by operating activities | (1,446,044) | (575,962) | (2,109,222) | (31,272,729) | |||
Net cash provided by operating activities | (1,446,044) | (575,962) | (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 | 964,985 | 675,906 | |||||
Net cash provided by financing activities | 964,985 | 675,906 | 2,270,993 | (15,664) | |||
Effect of exchange rate changes on cash | 149,185 | (148,351) | 95,289 | 4,277 | |||
Net change in net cash and restricted cash | (331,874) | (48,407) | 257,060 | (32,536,204) | |||
Cash and restricted cash at beginning of period | 359,826 | 102,766 | 102,766 | 32,638,970 | |||
Cash and restricted cash at end of period | 27,952 | 54,359 | 27,952 | 54,359 | 359,826 | 102,766 | $ 32,638,970 |
Deferred tax liabilities | 1,600,000 | ||||||
Income tax benefit | 4,150 | 8,300 | 60,000 | 23,364 | 1,653,067 | ||
Goodwill | $ 11,227,491 | 11,227,491 | 11,227,491 | 19,590,758 | 1,653,067 | ||
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] | |||||||
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 (8) | 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 | 359,826 | 102,766 | 102,766 | ||||
Cash and restricted cash at end of period | 359,826 | 102,766 | |||||
Income tax benefit | |||||||
Goodwill | 12,880,558 | ||||||
Restated [Member] | |||||||
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 (8) | (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 | $ 359,826 | $ 102,766 | 102,766 | ||||
Cash and restricted cash at end of period | 359,826 | $ 102,766 | |||||
Income tax benefit | 60,000 | ||||||
Goodwill | 11,227,491 | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||
Cash flow from operating activities | |||||||
Net loss attributable to Lottery.com Inc. | (872,564) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Net income attributable to noncontrolling interest | 351,974 | ||||||
Depreciation and amortization | 1,192,902 | ||||||
Loss on impairment of intangibles | (799,800) | ||||||
Changes in assets & liabilities: | |||||||
Other current assets | 81,684 | ||||||
Other current assets | (81,684) | ||||||
Trade payables | (17,732) | ||||||
Accrued interest | 8,361 | ||||||
Accrued interest | (8,361) | ||||||
Accrued and other expenses | 89,918 | ||||||
Other liabilities | 96,878 | ||||||
Prior period adjustments to Accumulated Deficit (8) | 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 | 48,925 | ||||||
Effect of exchange rate changes on cash | 129,545 | ||||||
Income tax benefit | $ 60,000 |
Schedule of Common Stock Warr_2
Schedule of Common Stock Warrant (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Outstanding balance | 24,415 | 24,415 | ||
Number of Shares Outstanding balance | 24,415 | 24,415 | ||
Common Stock Warrants [Member] | ||||
Number of Shares Outstanding balance | 24,415 | |||
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | |||
Weighted Average Remaining Contractual Life (years) Outstanding | 1 year 3 months 25 days | 1 year 9 months 25 days | ||
Aggregate Intrinsic Value Outstanding | $ 1,200,387 | |||
Number of Shares Granted | ||||
Weighted Average Exercise Price Granted | ||||
Number of Shares Exercised | ||||
Weighted Average Exercise Price Granted | ||||
Number of Shares Forfeited/cancelled | ||||
Weighted Average Exercise Price Granted | ||||
Number of Shares Outstanding balance | 24,415 | 24,415 | ||
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | $ 0.11 | ||
Aggregate Intrinsic Value Outstanding | $ 1,200,387 | $ 1,200,387 | ||
Common Stock Warrants [Member] | Dennis [Member] | ||||
Number of Shares Outstanding balance | 24,415 | 24,415 | 19,784 | |
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | $ 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 | $ 1,200,387 | $ 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 balance | 24,415 | 24,415 | 19,784 | |
Weighted Average Exercise Price Outstanding, balance | $ 0.11 | $ 0.11 | $ 2.20 | |
Aggregate Intrinsic Value Outstanding | $ 1,200,387 | $ 1,200,387 | $ 272,638 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss per common share | ||||||
Comprehensive net loss attributable to stockholders | $ (5,969,321) | $ (4,218,088) | $ (11,678,299) | $ (7,478,525) | $ (25,537,315) | $ (59,999,072) |
Weighted average common shares outstanding | ||||||
Basic | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 |
Diluted | 4,068,795 | 2,527,045 | 4,408,843 | 2,527,045 | 2,596,493 | 2,522,175 |
Net loss per common share | ||||||
Basic | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) |
Diluted | $ (1.47) | $ (1.67) | $ (2.65) | $ (2.96) | $ (9.84) | $ (23.79) |
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 | |
Net loss per common share | ||
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 ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss per common share | ||||||
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) | $ 4,150 | $ 8,300 | $ 60,000 | $ 23,364 | $ 1,653,067 |
Schedule of Increase in the Val
Schedule of Increase in the Valuation Allowance (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss per common share | ||||||
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) | $ 4,150 | $ 8,300 | $ 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 | |
Net loss per common share | ||
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 |
Net loss per common share | ||
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 | 19,303,349 |
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 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [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] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net operating loss carryforwards | 22,050,149 | |
No Expiration [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net operating loss carryforwards | $ 151,178,976 | |
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 |