Lottery.com (LTRY) 10-Q 16 Dec 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 22, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38508
Entity Registrant Name	Lottery.com Inc.
Entity Central Index Key	0001673481
Entity Tax Identification Number	81-1996183
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5049 Edwards Ranch Rd
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Ft. Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76109
City Area Code	(737)
Local Phone Number	309-4500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,636,344
Entity Listing, Par Value Per Share	$ 0.001
Common stock, $0.001 par value
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	LTRY
Security Exchange Name	NASDAQ
Warrants to purchase one share of common stock, each at an exercise price of $230.00
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $230.00
Trading Symbol	LTRYW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 60,466	$ 359,826
Accounts receivable	434,457	24,241
Prepaid expenses	19,248,357	19,020,159
Other current assets	770,666	907,632
Total current assets	20,513,946	20,311,858
Notes receivable	2,000,000	2,000,000
Investments	250,000	250,000
Goodwill	7,746,491	11,227,491
Intangible assets, net	14,994,949	17,681,874
Property and equipment, net	13,817	21,309
Other long-term assets	12,884,686	12,884,686
Total assets	58,403,889	64,377,218
Current liabilities:
Trade payables	8,231,152	7,991,802
Deferred revenue	276,786	357,143
Notes payable - current	6,412,127	6,026,669
Accrued interest	1,096,101	858,875
Accrued and other expenses	12,696,559	11,359,616
Other liabilities	2,017,111	1,167,111
Total current liabilities	30,729,836	27,761,216
Long-term liabilities:
Convertible debt, net - non current
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (Note 14)
Total liabilities	30,729,836	27,761,216
Equity Controlling Interest
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding
Common stock, par value $0.001, 500,000,000 shares authorized, 10,123,682 and 2,877,045 issued and outstanding September 30, 2024 and December 31, 2023, respectively	10,124	2,877
Additional paid-in capital	280,307,750	269,690,569
Accumulated other comprehensive loss	243,980	(91,667)
Accumulated deficit	(254,879,047)	(235,106,206)
Total Lottery.com Inc. stockholders’ equity	25,682,807	34,495,573
Noncontrolling interest	1,991,246	2,120,429
Total Equity	27,674,053	36,616,002
Total liabilities and stockholders’ equity	$ 58,403,889	$ 64,377,218

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	10,123,682	2,877,045
Common stock, shares outstanding	10,123,682	2,877,045

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 200,655	$ 285,523	$ 716,972	$ 1,561,096
Cost of revenue	83,829	72,171	213,186	203,001
Gross profit	116,826	213,352	503,786	1,358,095
Operating expenses:
Personnel costs	679,346	1,289,893	3,454,011	3,606,841
Professional fees	1,447,403	400,837	6,957,299	2,499,568
General and administrative	411,779	255,441	1,382,973	1,557,271
Depreciation and amortization	1,207,914	1,421,269	3,823,642	4,218,907
Total operating expenses	3,746,442	3,367,440	15,617,925	11,882,587
Income (loss) from operations	(3,629,616)	(3,154,088)	(15,114,139)	(10,524,492)
Other expenses
Interest (income) expense	126,753	243,424	350,784	284,589
Other (income) expense	(20,431)	3,105	(11,747)	61,577
Loss on impairment of intangibles & goodwill	4,298,002	0	4,298,002	0
Total other expenses (income), net	4,404,324	246,529	4,637,039	346,166
Net loss before income tax	(8,033,940)	(3,400,617)	(19,751,178)	(10,870,658)
Income tax expense (benefit)	12,814		21,114
Net loss	(8,046,754)	(3,400,617)	(19,772,292)	(10,870,658)
Other comprehensive loss
Foreign currency translation adjustment, net	102,704	(34,256)	128,635	(182,607)
Comprehensive loss	(7,944,050)	(3,434,873)	(19,643,657)	(11,053,265)
Net income attributable to noncontrolling interest	(40,824)	72,227	(129,183)	212,094
Net loss attributable to Lottery.com Inc.	$ (7,984,874)	$ (3,362,646)	$ (19,772,840)	$ (10,841,171)
Net loss per common share
Net loss per common share, basic	$ (1.46)	$ (1.33)	$ (4.48)	$ (5.38)
Net loss per common share, diluted	$ (1.46)	$ (1.33)	$ (4.48)	$ (5.38)
Weighted average common shares outstanding
Weighted average common shares outstanding, basic	5,464,931	2,527,045	4,409,648	2,016,764
Weighted average common shares outstanding, diluted	5,464,931	2,527,045	4,409,648	2,016,764

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Equity (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2022	$ 61,816,485	$ 2,527	$ 267,597,370	$ (208,187,210)	$ 3,622	$ 59,416,309	$ 2,400,176
Balance, shares at Dec. 31, 2022		2,527,045
Stock based compensation	358,349		358,349			358,349
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
Stock based compensation	358,349		358,349			358,349
Stock based compensation, shares
Other comprehensive loss	(34,256)				(34,256)	(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
Stock based compensation	358,349		358,349			358,349
Stock based compensation, shares
Other comprehensive loss	(34,256)				(34,256)	(34,256)
Net loss	(3,434,872)			(3,362,646)		(3,362,646)	(72,226)
Stock issued for acquisition of subsidiary	50					50
Stock issued for acquisition of subsidiary, shares		50,000
Balance at Sep. 30, 2023	51,655,662	$ 2,527	268,672,417	(219,028,381)	(178,985)	49,467,578	2,188,084
Balance, shares at Sep. 30, 2023		2,527,045
Balance at Dec. 31, 2023	36,616,002	$ 2,877	269,690,569	(235,106,206)	(91,667)	34,495,573	2,120,429
Balance, shares at Dec. 31, 2023		2,877,045
Stock based compensation	3,654,124	$ 1,851	3,652,273			3,654,124
Stock based compensation, shares		1,851,277
Other comprehensive loss	16,673				16,673	16,673
Net loss	(5,708,979)			(5,665,244)		(5,665,244)	(43,735)
Balance at Mar. 31, 2024	34,577,820	$ 4,728	273,342,842	(240,771,450)	(74,994)	32,501,126	2,076,694
Balance, shares at Mar. 31, 2024		4,728,322
Balance at Dec. 31, 2023	36,616,002	$ 2,877	269,690,569	(235,106,206)	(91,667)	34,495,573	2,120,429
Balance, shares at Dec. 31, 2023		2,877,045
Conversion of Debt to Stock	523,767
Balance at Sep. 30, 2024	27,674,053	$ 10,124	280,307,750	(254,879,047)	243,980	25,682,807	1,991,246
Balance, shares at Sep. 30, 2024		10,123,682
Balance at Mar. 31, 2024	34,577,820	$ 4,728	273,342,842	(240,771,450)	(74,994)	32,501,126	2,076,694
Balance, shares at Mar. 31, 2024		4,728,322
Stock based compensation	4,012,228	$ 2,686	4,009,542			4,012,228
Stock based compensation, shares		2,685,639
Conversion of Debt to Stock	137,596	$ 105	137,491			137,596
Conversion of Debt to Stock, shares		105,440
Other comprehensive loss	74,994				74,994	74,994
Net loss	(6,208,171)			(6,163,547)		(6,163,547)	(44,624)
Balance at Jun. 30, 2024	32,594,467	$ 7,519	277,489,875	(246,934,997)	0	30,562,397	2,032,070
Balance, shares at Jun. 30, 2024		7,519,401
Stock based compensation	2,261,930	$ 2,031	2,259,899			2,261,930
Stock based compensation, shares		2,030,514
Conversion of Debt to Stock	558,500	$ 524	557,976			558,500
Conversion of Debt to Stock, shares		523,767
Other comprehensive loss	243,980				243,980	243,980
Net loss	(7,984,874)			(7,944,050)		(7,944,050)	(40,824)
Stock issued for acquisition of subsidiary	50	$ 50				50
Stock issued for acquisition of subsidiary, shares		50,000
Balance at Sep. 30, 2024	$ 27,674,053	$ 10,124	$ 280,307,750	$ (254,879,047)	$ 243,980	$ 25,682,807	$ 1,991,246
Balance, shares at Sep. 30, 2024		10,123,682

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Lottery.com Inc.	$ (7,984,874)	$ (3,362,646)	$ (19,772,840)	$ (10,841,171)	$ (25,500,000)
Adjustments to reconcile net income to net cash used in operating activities:
Loss (Income) attributable to noncontrolling interest			129,183	(139,866)
Depreciation and amortization			3,823,642	4,217,873
Common stock granted for compensation and as payment in lieu of cash payments for accrued liabilities			10,621,823	1,075,049
Loss on impairment of intangibles & goodwill	4,298,002	0	4,298,002	0		$ 412,450
Changes in assets and liabilities:
Accounts receivable			(410,216)	67,057
Prepaid expenses			(228,198)	32,601
Other current assets			136,966	(48,873)
Other long term assets				125,000
Trade payables			116,057	208,680
Accrued and other expenses			1,231,465	3,789,088
Deferred revenue			(80,357)	(80,357)
Other liabilities				617,556
Accrued interest			850,000	210,831
Other long-term liabilities			237,226
Net cash (used in) provided by operating activities			952,753	(766,532)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
Purchase of intangibles			(884,906)
Net cash used in investing activities			(884,906)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt			(31,560)	870,976
Net cash (used in) provided by financing activities			(31,560)	870,976
Net effect of exchange rate changes on Cash			(335,647)	(143,475)
NET CHANGE IN NET CASH AND RESTRICTED CASH			(299,360)	(39,031)
CASH AND RESTRICTED CASH - BEGINNING OF YEAR			359,826	102,766	102,766
CASH AND RESTRICTED CASH - END OF PERIOD	$ 60,466	$ 63,735	60,466	63,735	$ 359,826	$ 102,766
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash
Taxes paid in cash

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2024
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. In September of 2024, headquarters for the Company was moved to Fort Worth 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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ASC ASU FASB Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standards Board’s ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In connection with the Company’s Operational Cessation, the Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately $ 254.8 10.2 7.98 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 $ 11,047 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. Global Gaming operates in Mexican Pesos and the base currency for S&MI Ltd. is British Pounds. 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 September 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. At September 30, 2024 and December 31, 2023 the allowance for uncollectible receivables was $ 104,270 and $ 97,520 , respectively. The Company has not incurred bad debt expense historically. Prepaid Expenses Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services (“Prepaid advertising credits”). The Company expenses the service as it is performed by the third party. The value of the services provided were used to value these contracts, except for the year ended December 31, 2021 the Company reserved for potential inability to realize $ 2,000,000 19,248,357 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 five years 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 In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Business Combination	Note 3. Business Combination TDAC Combination On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 The Merger closing was a triggering event for the Series B convertible notes, of which $ 63.8 164,426 488,225 At the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Lottery.com common stock in the manner set forth in the Merger Agreement. The Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and TDAC as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies The accompanying consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and do not include the historical results of TDAC prior to the consummation of Business Combination. Upon the closing of the transaction, AutoLotto received total gross proceeds of approximately $ 42,794,000 9,460,000 11,068,000 5,475,000 5,593,000 Pursuant to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the Closing (the “Sellers”) were entitled to receive up to 300,000 200,000 150,000 100,000 Global Gaming Acquisition On June 30, 2021, the Company completed its acquisition of 100 80 22.0848 The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the acquired intangible assets were determined using Level 3 inputs which were not observable in the market. The total purchase price of $ 10,989,691 10,530,000 687,439 0.67 10,055,214 80 13,215,843 20 Schedule of Identified Tangible and Intangible Asset Acquired Cash $ 517,460 Accounts receivable, net 34,134 Accounts receivable - Other VAT (net) 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 ) Director’s Loan * 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 S&MI Ltd. Acquisition On September 30, 2024, the Company completed its acquisition of 100 0.7616 The net purchase price has been initially allocated to the assets and liabilities acquired as per the table below. A valuation analysis will be completed and specific intangible assets will be identified and valued. Goodwill may also be identified if the future economic benefits arising from other assets acquired are not able to be individually identified and separately recognized as part of the valuation analysis. The fair values of acquired intangible assets were determined using Level 3 inputs which were not observable in the market. The total purchase price of $ 1,000,000 Schedule of Identified Tangible and Intangible Asset Acquired Cash $ 0- Trade Accounts receivable, net 124,928 Accounts receivable - Other 26,573 VAT (net) 8,079 Prepaid Expenses 16,165 Intangible assets 884,906 Total assets $ 1,060,651 Accounts payable and other liabilities $ (151,817 ) UK Loan (COVID support) (23,796 ) Director’s Loan * (558,632 ) Total liabilities $ (734,245 ) Total net assets of Acquiree $ 326,406

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Note 4. Property and Equipment, net Property and equipment, net as of September 30, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment September 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 2,167,777 2,167,297 Accumulated depreciation (2,153,960 ) (2,145,988 ) Property and equipment, net $ 13,817 $ 21,309 Depreciation expense for the three months ended September 30, 2024 was $ 2,095 7,772

Prepaid Expenses

Prepaid Expenses	9 Months Ended
	Sep. 30, 2024
Prepaid Expenses
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 first quarter of 2025 and anticipates fully utilizing all of them by the end of 2025. Accordingly, they are presented as current assets.

Notes Receivable

Notes Receivable	9 Months Ended
	Sep. 30, 2024
Credit Loss [Abstract]
Notes Receivable	Note 6. Notes Receivable On March 22, 2022, the Company entered into a three 2,000,000 3.1 2,000,000 This note was received in consideration for a portion of the development work that the Company performed for the borrower who had intended to use the Company’s technology to launch its own online game in a jurisdiction outside the U.S., where the Company is unlikely to operate.

Write-Off of Goodwill and Intan

Write-Off of Goodwill and Intangibles	9 Months Ended
	Sep. 30, 2024
Write-off Of Goodwill And Intangibles
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 a

Note 8. Write-Off of Goodwill and Intangibles	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Note 8. Write-Off of Goodwill and Intangibles	Note 8. Write-Off of Goodwill and Intangibles As required by ASC 350 Intangibles – Goodwill and Other Impairment and ASC 360 – Impairment Testing: Long-Lived Assets, in connection with preparing the consolidated financial statements for the three months ended September 30, 2024, 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 GAAP accounting requirements related to analysis for potential impairment of goodwill and intangible assets. 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 three months ended September 30, 2024, the company recognized goodwill impairment charges of $ 1.57 1.91 3.48 548 150 119 817

Intangible assets, net

Intangible assets, net	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, net	Note 9. Intangible assets, net Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses September 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 $ (1,312,417 ) $ 37,583 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,828,867 ) 721,133 2,550,000 (1,555,925 ) 994,075 Technology 6 3,935,177 (2,372,040 ) 1,563,137 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (10,608,332 ) 3,841,668 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (2,177,500 ) 1,842,500 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (949,712 ) 1,954,761 2,904,473 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,900,833 ) 5,034,167 6,935,000 (1,554,083 ) 5,380,917 $ 36,144,650 $ (21,149,701 ) $ 14,994,949 $ 35,259,473 $ (17,577,599 ) $ 17,681,874 Amortization expense with respect to intangible assets for the three months ended September 30, 2024 and 2023 totaled $ 1,205,819 and $ 3,815,869 , respectively, and for the nine months ended September 30, 2024 and 2023 totaled $ 2,610,050 and $ 4,133,730 , respectively, which is included in depreciation and amortization in the Statements of Operations. As part of a review of goodwill and intangibles for the period ended September 30, 2024 the Company determined it was necessary to write down goodwill by $ 1,575,000 1,906,000 3,481,000 150,333 547,669 119,000 817,002 The Company determined that there was an impairment of long-lived assets of $ 412,450 during the year ended December 31, 2022, which relates to a project no longer being pursued by the Company. Additionally, in connection with the annual review of goodwill and intangibles for the year ended December 31, 2023, the Company determined that it was necessary to write down goodwill by $ 5,650,000 for TinBu and $ 1,060,200 for Global Gaming. The total impairment charges related to goodwill were $ 6,710,200 for the year ended December 31, 2023. It was also determined that there was impairment of certain intangible assets related to Global Gaming. As a result, 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 $ 1,018,428 2025 4,073,715 2026 1,583,715 2027 1,101,289 Thereafter 7,217,802 Total $ 14,994,949 The Company had software development costs of $ 476,800

Notes Payable and Convertible D

Notes Payable and Convertible Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Notes Payable and Convertible Debt	Note 10. Notes Payable and Convertible Debt Secured Convertible Note In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $ 935,000 69,910 Series A Notes From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $ 821,500 10 December 31, 2021 771,500 318,909 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 holders of promissory notes issued between November 2018 and December 2020 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 While business combination and before the maturity date of the notes. 185,095 75,915 See Note 10 These 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 thirty-year 3.75 150,000 6,378 In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $ 37,199 13,000 Notes payable On August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable for $ 12,674,635 0 January 25, 2022 June 30, 2022 4.1 As of both September 30, 2024 and December 31, 2023, the balance of the notes was $ 2,336,081 323,273

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2024
Equity Controlling Interest
Stockholders’ Equity	Note 11. Stockholders’ Equity Reverse Split On August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. The effects of the Reverse Stock Split have been reflected in this Amended Quarterly Report on Form 10Q 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 September 30, 2024 and December 31, 2023, 10,123,682 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 2,130,514 Issuance of Common Stock converted for Convertible Note 523,767 Total 2,654,281 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 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 The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.20 ● 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 September 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 May 29, 2023 100 87,500 Common Stock Warrants The Company did not issue any warrants during the three months ended September 30, 2024. All 24,415 1.07 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 September 30, 2024 24,415 $ 0.11 1.07 $ 1,200,387 Earnout Shares As detailed in Note 3 5,000,000

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Note 12. Stock-based Compensation Expense 2015 Stock Option Plan Prior to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time 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 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 September 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 September 30, 2024 10,455 17,283 $ 8.20 1.65 $ 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 September 30, 2024 and December 31, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $ 0 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, 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 - $ - Granted** 2,654,281 0.86 Vested** 2,654,281 0.86 Restricted shares unvested at September 30, 2024 - - Add rows for Q3 and the balance at September 30, 2024 ** Of the shares granted during the quarters ending June 30, 2024 and September 30, 2024 approximately 1.75 2.1 900

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 13. Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14. 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 September 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 had continued to utilize that facility on a month-to-month basis with monthly rent of $ 1,669 per month until August 31, 2024. On September 1, 2024, the company moved its headquarters to Fort Worth, Texas under a membership agreement with monthly cost of $ 154 December 31, 2024 with monthly rent of $ 2,434 . The Company also leases a campus for Sports.com in Boca Raton Florida for $ 25,000 per month under a 12 month lease agreement that commenced on August 1, 2024 and continues thru July 31, 2025 . For the nine months ended September 30, 2024 and 2023 rent expense was $ 169,831 98,558 , respectively. As of September 30, 2024, future minimum rent payments due under non-cancellable leases are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 7,302 2025 175,000 Thereafter - Total $ 182,302 Litigation and Other Loss Contingencies As of September 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 The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company is a party to several material legal proceedings, which are described below. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. J. Streicher On July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance AutoLotto, Inc. dba Lottery.com v. J. Streicher Financial, LLC (Case No. 2022-0661-MTZ) 16,500,000 Granting with Modifications Company’s Motion for Partial Summary Judgment 16,500,000 397,037 Combined Motion to Withdraw as Counsel and For a Charging Lien 3,024,201 Motion for a Charging Lien 75,000 50,000 75,000 Item 1A. Risk Factors - Legal Proceedings Risks - We may not recover amounts owed to us from J. Streicher Financial, LLC Preston Million Class Action On August 19, 2022, Preston Million filed a Class Action Complaint Preston Million, Individually and on Behalf of All Others Similarly Situated vs. Lottery.com, Inc. f/k/a Trident Acquisitions Corp., Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson (Case No. 1:22-cv-07111-JLR) et seq Scheduling Order Notice of Appearance Amended Complaint Amended Complaint Scheduling Order TinBu Complaint On March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint against Lottery.com, Inc. f /k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit Court of the 13 th 4.6 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. At present, other than what has already been recorded, the Company does not believe any additional liability is probable or estimable and therefor has not recorded any additional accruals related to this matter. Global Gaming Data On November 21, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (Company and TinBu collectively, “Plaintiffs”) filed their First Amended Verified Complaint Lottery.com, Inc. f/k/a AutoLotto, Inc. and TinBu, LLC John J. Brier, Jr., Bin Tu, and Global Gaming Data, LLC (Case No.: 8:23-cv-2594-KKM-TGW) Woodford Eurasia Assets, Ltd. Woodford Eurasia Assets, Ltd. (“Woodford”) filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company. (Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally misconceived” and ordered Woodford to pay the Company’s legal costs. Woodford subsequently, on the Judges’ recommendation, withdrew the proceedings. Woodford filed an additional action in the United States District Court for the District of Delaware on February 14, 2024 in Case No. 23-1317-GBW. Woodford subsequently filed a Notice of Voluntary Dismissal Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors. With the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is determining its next course of action in resolving any further matters regarding Woodford. The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company. Despite requests from the Company, Woodford has repeatedly among other things: failed to prove the amounts loaned to the Company or claimed to have been advanced by Woodford to the Company; failed to indicate if it would accept accelerated payment of those verified amounts; failed to provide an anti-money laundering acceptable bank account to which payment could be made by the Company and failed to explain multiple failures to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for funding under the accordion facility of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy to defraud the Company and the matter has been referred to the Company’s legal counsel. At present, other than what has already been recorded, the Company does not believe any additional liability is probable or estimable and therefor has not recorded any additional accruals related to this matter. McTurk On June 10, 2024, the Company and Matthew McGahan (“McGahan”) (Company and McGahan collectively, “Defendants”) filed their Notice of Removal and No Answer Motion to Dismiss a state court complaint filed by Sharon A. McTurk (“McTurk”), Rutherford Enterprises, LLC (“Rutherford”), SJB Solutions, LLC (“SJB”) and Astra Supply Chain, LLC (“Astra”) McTurk, Rutherford, SJB and Astra (collectively, “Plaintiffs”) alleging fraudulent and negligent misrepresentation, aiding and abetting, and conspiracy against Defendants. On July 2, 2024, McGahan filed his Motion to Dismiss for Lack of Personal Jurisdiction and Defendants filed their Motion to Dismiss for Failure to State a Claim and Supporting Memorandum of Law (“Motions to Dismiss”). On July 19, 2024, Plaintiffs filed their response to the Motions to Dismiss. On October 29, 2024, the Court denied Defendants’ Motion to Stay Discovery Pending Resolution of Defendants’ Rule 12(b)(6) Motion to Dismiss. At present, other than what has already been recorded, the Company does not believe any additional liability is probable or estimable and therefor has not recorded any additional accruals related to this matter. Honey Tree On September 4, 2024, Honey Tree Trading, LLC (“Honey Tree” or “Plaintiff”) filed a verified original complaint (the “Complaint”) against Lottery.com (“Lottery.com” or the “Company”) and directors Matthew Howard McGahan (“McGahan”), Christopher Gooding (“Gooding”), Paul Jordan (“Jordan”), Tamer Hassan (“Hassan”) and Warran Macal (“Macal” together with McGahan, Gooding, Jordan and Hassan, the “Individual Defendants” and, collectively Lottery.com, the “Defendants”) in Delaware Chancery Court alleging, amongst other things, breach of contract by the Company with respect to certain notes and warrants and breach of fiduciary duties by the Individual Defendants. (CA. No. 2024-0921-NAC: styled Honey Tree Trading, LLC v. Lottery.com Inc., et al.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 15. 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. 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 During the quarter ended September 30, 2024, the Company entered into a borrowing arrangement with Robert Stubblefield, the Company’s Chief Financial Officer, to provide funding for certain operating expenses of the Company. The Loan amount is $ 57,682 December 31, 2024 zero

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 16. Subsequent Events On October 16, 2024, the U.S. Securities and Exchange Commission (“SEC”)’s has declared the Company’s Form S-1 Registration Statement effective (“Registration Statement”; File Number: 333-281925 ). 50 3.00 On December 10, 2024, the Audit Committee of the Board of Directors of Lottery.com Inc. (the “Company”) approved the engagement of Boladale Lawal & Co (“BLC”) as the Company’s new independent registered public accounting firm, effective immediately for the quarter ended September 30, 2024. On November 21, 2024, the Company fully-executed a Stock Purchase Agreement (the “Agreement”) with Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($ 100,000,000 90 In accordance with the Agreement, the Company will issue to the Investor a Commitment Fee in shares of the Company’s common stock equivalent to 1.5% of half of the Commitment Amount. After drawing down half of the Commitment Amount, the Company shall issue an additional 1.5% of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding. Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock Purchase Warrant.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ASC ASU FASB
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standards Board’s ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In connection with the Company’s Operational Cessation, the Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately $ 254.8 10.2 7.98 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	Impact of Trident Acquisition Corp. Business Combination We accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and Trident Acquisition Corp. (“TDAC”) as the accounting acquiree. This determination was primarily based on: ● former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”); ● the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors; ● AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; ● the post-combination company assuming the Lottery.com name; ● Lottery.com maintaining the pre-existing AutoLotto headquarters; and the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy. Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded. While TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying consolidated financial statements reflect (i) the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the closing of the Business Combination; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to AutoLotto’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination.
Non-controlling Interest	Non-controlling Interest Non-controlling interest represents the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.
Segment Reporting	Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280, Segment Reporting, the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing lottery products and services. We determined that our Chief Financial Officer is the Chief Operating Decision Maker, and he uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented.
Concentration of Credit Risks	Concentration of Credit Risks Financial instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash holdings are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. The Company maintains deposits and certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which are not FDIC insured. In addition, deposits aggregating approximately $ 11,047
Use of Estimates	Use of Estimates The preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions the Company believes to be reasonable under the circumstances.
Reclassifications	Reclassifications Certain balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the balances of current or total assets and prior year’s net loss or accumulated deficit.
Foreign currency translation	Foreign currency translation Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. dollars. Global Gaming operates in Mexican Pesos and the base currency for S&MI Ltd. is British Pounds. 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	Cash and Restricted Cash As of September 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	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. At September 30, 2024 and December 31, 2023 the allowance for uncollectible receivables was $ 104,270 and $ 97,520 , respectively. The Company has not incurred bad debt expense historically.
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 19,248,357 19,020,159
Investments	Investments On August 2, 2018, AutoLotto purchased 186,666 4 20
Property and equipment, net	Property and equipment, net Property and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated useful lives ranging from three five years Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3
Leases	Leases Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).
Internal Use Software Development	Internal Use Software Development Software development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight-line basis over the estimated useful life of the software.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “ Goodwill and Other Intangible Assets
Revenue Recognition	Revenue Recognition Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606)
Lottery game revenue	Lottery game revenue Items that fall under this revenue classification include: Lottery game sales The Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, which may be the user or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling price, there is no allocation of consideration necessary. In accordance with Accounting Standards Codification (“ASC”) 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over the specified good or services before they are transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has discretion in establishing the price. For all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes fulfillment risk of all lottery game sales as it retains physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory risk on all lottery game sales tickets as they would be responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while states have the authority to establish lottery game sales prices, the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being sold. Other associated revenue The Company’s performance obligations in agreements with certain customers are to provide a license of intellectual property related to the use of the Company’s tradename for marketing purposes by partners of the Company. Customers pay a license fee up front. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic license which provides the customer with the right to use the Company’s intellectual property on an ongoing basis with continued support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. There is no variable consideration related to these performance obligations. Arrangements with multiple performance obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices based on the prices charged to customers. Deferred Revenue The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, management requires payment before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. Taxes Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing fees on user fees, including chargebacks imposed on the Company. Other non-variable costs included in cost of revenue include affiliate marketing credits acquired on a per-contract basis.
Stock-based Compensation	Stock-based Compensation Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation - “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” Stock Compensation
Income Taxes	Income Taxes For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting. For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the Company’s tax return and provision based upon its relative ownership. Income taxes are accounted for in accordance with ASC 740, “ Income Taxes The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2020 through 2023 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2019 through 2023 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures , ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities ● Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability ● Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.
Fair value of stock options and warrants	Fair value of stock options and warrants Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( ) In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of Depreciation of Property and Equipment	Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Schedule of Depreciation of Property and Equipment Computers and equipment 3 Furniture and fixtures 5 Software 3

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2024
Global Gaming Enterprises, Inc. [Member]
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 Accounts receivable - Other VAT (net) 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 ) Director’s Loan * Customer deposits (134,707 ) Related party loan (417,017 ) Total liabilities $ (939,208 ) Total net assets of Acquirees $ 13,215,843
Schedule of Intangible Assets Acquired	Following are details of the purchase price allocated to the intangible assets acquired. Schedule of Intangible Assets Acquired Category Fair Value Customer relationships $ 410,000 Gaming licensees 4,020,000 Trade names and trademarks 2,540,000 Technology 1,620,000 Total Intangibles $ 8,590,000
S&MI Ltd Acquisition [Member]
Business Acquisition [Line Items]
Schedule of Identified Tangible and Intangible Asset Acquired	Schedule of Identified Tangible and Intangible Asset Acquired Cash $ 0- Trade Accounts receivable, net 124,928 Accounts receivable - Other 26,573 VAT (net) 8,079 Prepaid Expenses 16,165 Intangible assets 884,906 Total assets $ 1,060,651 Accounts payable and other liabilities $ (151,817 ) UK Loan (COVID support) (23,796 ) Director’s Loan * (558,632 ) Total liabilities $ (734,245 ) Total net assets of Acquiree $ 326,406

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net as of September 30, 2024 and December 31, 2023, consisted of the following: Schedule of Property and Equipment September 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 2,167,777 2,167,297 Accumulated depreciation (2,153,960 ) (2,145,988 ) Property and equipment, net $ 13,817 $ 21,309

Intangible assets, net (Tables)

Intangible assets, net (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite Lived Intangible Assets Amortization Expenses	Gross carrying values and accumulated amortization of intangible assets: Schedule of Finite Lived Intangible Assets Amortization Expenses September 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 $ (1,312,417 ) $ 37,583 $ 1,350,000 $ (1,006,389 ) $ 343,611 Trade name 6 2,550,000 (1,828,867 ) 721,133 2,550,000 (1,555,925 ) 994,075 Technology 6 3,935,177 (2,372,040 ) 1,563,137 3,050,000 (2,257,205 ) 792,795 Software agreements 6 14,450,000 (10,608,332 ) 3,841,668 14,450,000 (8,791,944 ) 5,658,056 Gaming license 6 4,020,000 (2,177,500 ) 1,842,500 4,020,000 (1,675,000 ) 2,345,000 Internally developed software 2 10 2,904,473 (949,712 ) 1,954,761 2,904,473 (737,053 ) 2,167,420 Domain name 15 6,935,000 (1,900,833 ) 5,034,167 6,935,000 (1,554,083 ) 5,380,917 $ 36,144,650 $ (21,149,701 ) $ 14,994,949 $ 35,259,473 $ (17,577,599 ) $ 17,681,874
Schedule of Estimated Amortization Expense	Estimated amortization expense for years of useful life remaining is as follows: Schedule of Estimated Amortization Expense Years ending December 31, Amount 2024 $ 1,018,428 2025 4,073,715 2026 1,583,715 2027 1,101,289 Thereafter 7,217,802 Total $ 14,994,949

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	9 Months Ended
	Sep. 30, 2024
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 2,130,514 Issuance of Common Stock converted for Convertible Note 523,767 Total 2,654,281
Schedule of Common Stock Warrants	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 September 30, 2024 24,415 $ 0.11 1.07 $ 1,200,387

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The Company did not issue any new stock options during the quarter ended September 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 September 30, 2024 10,455 17,283 $ 8.20 1.65 $ 944,544
Schedule of Restricted Stock Awards Activity	The Company had restricted stock activity summarized as follows: Schedule of Restricted Stock Awards Activity Weighted Average Number of Grant Shares Fair Value 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 - $ - Granted** 2,654,281 0.86 Vested** 2,654,281 0.86 Restricted shares unvested at September 30, 2024 - - Add rows for Q3 and the balance at September 30, 2024 ** Of the shares granted during the quarters ending June 30, 2024 and September 30, 2024 approximately 1.75 2.1 900

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases	As of September 30, 2024, future minimum rent payments due under non-cancellable leases are as follows: Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases Years ending December 31, Amount 2024 7,302 2025 175,000 Thereafter - Total $ 182,302

Schedule of Depreciation of Pro

Schedule of Depreciation of Property and Equipment (Details)	Sep. 30, 2024
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 02, 2018	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Accumulated deficit		$ 254,879,047		$ 254,879,047		$ 235,106,206
Working capital deficiency		10,200,000		10,200,000
Loss from operations		7,984,874	$ 3,362,646	19,772,840	$ 10,841,171	25,500,000
Loss from operations		3,629,616	$ 3,154,088	15,114,139	$ 10,524,492		$ 60,000,000	$ 53,000,000
FDIC deposit		11,047		11,047
Marketable securities		0		0		0
Allowance for uncollectable receivables		104,270		104,270		97,520
Prepaid advertising credits		2,000,000		2,000,000
Prepaid expenses		$ 19,248,357		$ 19,248,357		$ 19,020,159
Description of income tax likelihood of unfavourable settlement				on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives		3 years		3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives		5 years		5 years
AutoLotto [Member]
Property, Plant and Equipment [Line Items]
Outstanding shares percentage	4%
Ownership percentage	20%
AutoLotto [Member] | Class A-1 Common Stock [Member]
Property, Plant and Equipment [Line Items]
Shares purchased	186,666

Schedule of Identified Tangible

Schedule of Identified Tangible and Intangible Asset Acquired (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Jun. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 7,746,491	$ 11,227,491
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Cash			$ 517,460
Trade Accounts receivable, net			34,134
Prepaid Expenses			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)
UK Loan (COVID support)			(134,707)
Related party loan			(417,017)
Total liabilities			(939,208)
Total net assets of Acquiree			$ 13,215,843
S&MI Ltd Acquisition [Member]
Business Acquisition [Line Items]
Cash	0
Trade Accounts receivable, net	124,928
Accounts receivable - Other	26,573
VAT (net)	8,079
Prepaid Expenses	16,165
Intangible assets	884,906
Total assets	1,060,651
Accounts payable and other liabilities	(151,817)
Director’s Loan	(558,632)
UK Loan (COVID support)	(23,796)
Total liabilities	(734,245)
Total net assets of Acquiree	$ 326,406

Schedule of Intangible Assets A

Schedule of Intangible Assets Acquired (Details)	Sep. 30, 2024 USD ($)
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 8,590,000
Customer Relationships [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	410,000
Gaming Licenses [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	4,020,000
Trademarks and Trade Names [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	2,540,000
Technology [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 1,620,000

Business Combination (Details N

Business Combination (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Oct. 29, 2021	Jun. 30, 2021	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022
Business Acquisition [Line Items]
Repayment of notes payable			$ 53,000					$ 4,700
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Minority interest percent		20%
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Purchase price of ownership		$ 13,215,843
Medios Electronics [Member]
Business Acquisition [Line Items]
Ownership interest percent		80%
S.A.P.I de C.V. [Member]
Business Acquisition [Line Items]
Ownership interest percent		80%
Juega Lotto [Member]
Business Acquisition [Line Items]
Ownership interest percent		80%
Global Gaming Enterprises, Inc. [Member]
Business Acquisition [Line Items]
Ownership interest percent		80%
Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued for acquisition				50,000	50,000
Auto Lotto LLC [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued for acquisition	300,000						150,000
TDAC Founders [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued for acquisition	200,000						100,000
Auto Lotto LLC [Member]
Business Acquisition [Line Items]
Conversion of stock, shares converted	3.0058
Conversion of stock, shares issued	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
Payment of accrued underwriter fees	$ 5,593,000
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]
Number of shares issued for acquisition		687,439
Acquisition percentage		100%
Exchange rate pesos		22.0848
Purchase price		$ 10,989,691
Cash		$ 10,530,000
Shares price		$ 0.67
Consideration transferred		$ 10,055,214
Purchase price of ownership		$ 13,215,843
S&MI Ltd Acquisition [Member]
Business Acquisition [Line Items]
Purchase price						$ 1,000,000
Purchase price of ownership				$ 326,406		$ 326,406
Acquisition percentage									100%
Preferred stock, dividend rate						$ 0.7616

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,167,777	$ 2,167,297
Accumulated depreciation	(2,153,960)	(2,145,988)
Property and equipment, net	13,817	21,309
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	124,678	124,199
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	16,898	16,898
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,026,201	$ 2,026,200

Property and Equipment, net (De

Property and Equipment, net (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 2,095	$ 7,772

Notes Receivable (Details Narra

Notes Receivable (Details Narrative) - USD ($)	Mar. 22, 2022	Sep. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal outstanding		$ 2,000,000	$ 2,000,000
Notes Receivable [Member] | Secured Promissory Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Debt instrument term	3 years
Principal amount	$ 2,000,000
Interest rate	3.10%
Principal outstanding		$ 2,000,000

Write-Off of Goodwill and Int_2

Write-Off of Goodwill and Intangibles (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2021
Goodwill impairment loss	$ 3,481,000				$ 6,710,200
Intangible assets impairment loss			$ 817,000		800,000
Income tax expense benefit	12,814		21,114
Accumulated deficit	(254,879,047)		(254,879,047)		(235,106,206)
TinBu LLC [Member]
Goodwill impairment loss	1,570,000				5,650,000
Global Gaming Enterprises, Inc. [Member]
Goodwill impairment loss	$ 1,910,000				1,060,000
Intangible assets impairment loss			817,002		798,800
Decrease in valuation allowance						$ 1,600,000
Increase in goodwill						1,653,067
Income tax expense benefit						1,653,067
Accumulated deficit						$ (1,653,067)
Global Gaming Enterprises, Inc. [Member] | Trademarks and Trade Names [Member]
Intangible assets impairment loss			547,669		488,300
Global Gaming Enterprises, Inc. [Member] | Technology-Based Intangible Assets [Member]
Intangible assets impairment loss			$ 119,000		$ 311,500

Schedule of Finite Lived Intang

Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 36,144,650	$ 35,259,473
Accumulated amortization	(21,149,701)	(17,577,599)
Net	$ 14,994,949	17,681,874
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 1,350,000	1,350,000
Accumulated amortization	(1,312,417)	(1,006,389)
Net	$ 37,583	343,611
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 2,550,000	2,550,000
Accumulated amortization	(1,828,867)	(1,555,925)
Net	$ 721,133	994,075
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 3,935,177	3,050,000
Accumulated amortization	(2,372,040)	(2,257,205)
Net	$ 1,563,137	792,795
Software Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 14,450,000	14,450,000
Accumulated amortization	(10,608,332)	(8,791,944)
Net	$ 3,841,668	5,658,056
Gaming License [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	6 years
Gross carrying amount	$ 4,020,000	4,020,000
Accumulated amortization	(2,177,500)	(1,675,000)
Net	1,842,500	2,345,000
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2,904,473	2,904,473
Accumulated amortization	(949,712)	(737,053)
Net	$ 1,954,761	2,167,420
Internally Developed Software [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Internally Developed Software [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Gross carrying amount	$ 6,935,000	6,935,000
Accumulated amortization	(1,900,833)	(1,554,083)
Net	$ 5,034,167	$ 5,380,917

Note 8. Write-Off of Goodwill_2

Note 8. Write-Off of Goodwill and Intangibles (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	$ 3,481,000		$ 6,710,200
Intangible assets impairment loss		$ 817,000	800,000
Trade Names [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss	548,000
Customer Relationships [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss	150,000
Trademarks [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss	119,000
TinBu LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	1,570,000		5,650,000
Global Gaming Enterprises, Inc. [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment charges	$ 1,910,000		1,060,000
Intangible assets impairment loss		$ 817,002	$ 798,800

Schedule of Estimated Amortizat

Schedule of Estimated Amortization Expense (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,018,428
2025	4,073,715
2026	1,583,715
2027	1,101,289
Thereafter	7,217,802
Total	$ 14,994,949	$ 17,681,874

Intangible assets, net (Details

Intangible assets, net (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 1,205,819	$ 3,815,869	$ 2,610,050	$ 4,133,730
Impairment charges of goodwill	3,481,000				$ 6,710,200
Intangible assets impairment loss			817,000		800,000
Goodwill and Intangible Asset Impairment	4,298,002	$ 0	4,298,002	$ 0		$ 412,450
Software development costs	36,144,650		36,144,650		35,259,473
Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Software development costs	476,800		476,800		476,800
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Software development costs	1,350,000		1,350,000		1,350,000
Global Gaming Enterprises, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment charges of goodwill	$ 1,910,000				1,060,000
Intangible assets impairment loss			817,002		798,800
Global Gaming Enterprises, Inc. [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss			150,333
Global Gaming Enterprises, Inc. [Member] | Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss			547,669		488,300
Global Gaming Enterprises, Inc. [Member] | Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets impairment loss			119,000		311,500
TinBu LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment charges of goodwill			1,575,000		5,650,000
Global Gaming Enterprises, Inc. [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment charges of goodwill			$ 1,906,000		$ 1,060,200

Notes Payable and Convertible_2

Notes Payable and Convertible Debt (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 29, 2021	Feb. 28, 2021	Jun. 29, 2020	Aug. 28, 2018	Mar. 31, 2021	Oct. 31, 2017	Dec. 31, 2021	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2020	Aug. 31, 2020
Secured Convertible Note [Member]
Short-Term Debt [Line Items]
Principal amount								$ 935,000
Shares issued upon note conversion					69,910
Series A Notes [Member]
Short-Term Debt [Line Items]
Principal amount						$ 821,500
Interest rate						10%
Maturity date						Dec. 31, 2021
Balance on notes payable								771,500	$ 771,500
Accrued interest								318,909
Series B Convertible Notes [Member]
Short-Term Debt [Line Items]
Principal amount							$ 38,893,733			$ 8,802,828
Shares issued upon note conversion	488,226
Interest rate							8%			8%
Maturity date		Dec. 21, 2021
Balance on notes payable							$ 0		185,095
Additional principal amount							3,552,114
Loss on extinguishment							$ 71,812
Note amount converted	$ 185,095
Accrued interest								75,915
Short Term Loans [Member]
Short-Term Debt [Line Items]
Principal amount			$ 150,000
Interest rate			3.75%
Accrued interest								6,378
Debt term			30 years
Balance of loan amount								150,000	150,000
Short Term Loans [Member] | Note Payable Agreements [Member]
Short-Term Debt [Line Items]
Principal amount											$ 37,199
Balance of loan amount								13,000	13,000
Notes Payable [Member] | TinBu LLC [Member]
Short-Term Debt [Line Items]
Principal amount				$ 12,674,635
Interest rate				0%
Maturity date				Jan. 25, 2022			Jun. 30, 2022
Balance on notes payable								2,336,081	$ 2,336,081
Accrued interest								$ 323,273
Debt instrument, interest rate, effective percentage							4.10%

Schedule of Common Stock (Detai

Schedule of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2024
Equity Controlling Interest
Issuance of Common Stock Stock for compensation and as payment in lieu of cash payments for accrued liabilities			$ 2,130,514
Issuance of Common Stock converted for Convertible Note	$ 558,500	$ 137,596	$ 523,767
Total			2,654,281

Schedule of Common Stock Warran

Schedule of Common Stock Warrants (Details) - Common Stock Warrants [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
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	1 year 25 days	1 year 9 months 25 days
Aggregate Intrinsic Value Outstanding, balance	$ 1,200,387
Number of Shares, Granted
Weighted Average Exercise Price, Granted
Number of Shares, Exercised
Weighted Average Exercise Price, Exercised
Number of Shares, Forfeited/cancelled
Weighted Average Exercise Price, Forfeited/cancelled
Number of Shares, Outstanding balance	24,415	24,415
Weighted Average Exercise Price Outstanding, balance	$ 0.11	$ 0.11
Aggregate Intrinsic Value Outstanding, balance	$ 1,200,387	$ 1,200,387

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Aug. 09, 2023	Jun. 01, 2018	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity, reverse stock split, description	the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share.
Preferred stock, shares authorized			1,000,000	1,000,000	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			10,123,682	10,123,682	2,877,045
Common stock, shares outstanding			10,123,682	10,123,682	2,877,045
Number of trading days				20 days
Trident Acquisitions Corp [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Earnout shares eligible for issuance						5,000,000
Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from sale of option		$ 100
Share unit exercisable		87,500
Price per unit		$ 240
Aggregate exercise price		$ 21,000,000
Unit expiration date		May 29, 2023
Cash payment		$ 100
Shares forfeited					87,500
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding		87,500
Public Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants term			5 years	5 years
Warrant price			$ 0.20	$ 0.20
Minimum days prior written notice of redemption				30 days
Share price			$ 320	$ 320
Maximum trading days				30 days
Warrants to puchase shares			1,006,250	1,006,250
Purchase of aggregate shares			19,784	19,784
Common Stock [Member] | Unit Purchase Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of share units		87,500
Common Stock [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to puchase shares		87,500
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding			24,415	24,415	24,415
Weighted average remaining contractual life			1 year 25 days

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Available for Grant, Outstanding	10,455
Outstanding Stock Awards, Outstanding	17,283
Average Exercise Price, Outstanding	$ 8.20
Weighted Remaining Contractual Life (years), Outstanding	1 year 7 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
Outstanding Stock Awards, Outstanding	17,283	17,283
Average Exercise Price, Outstanding	$ 8.20	$ 8.20
Weighted Average Aggregate Intrinsic Value, Outstanding	$ 944,544	$ 944,544

Schedule of Restricted Stock Aw

Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member] - $ / shares	3 Months Ended
	Sep. 30, 2024		Jun. 30, 2024		Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Restricted shares unvested
Weighted Average Grant Fair Value, Restricted shares unvested
Number of Shares, Granted	2,654,281	[1]	2,669,932	[1]	3,101,277
Weighted Average Grant Fair Value, Granted	$ 0.86	[1]	$ 1.05	[1]	$ 1.40
Number of Shares, Vested	2,654,281	[1]	2,669,932	[1]	3,101,277
Weighted Average Grant Fair Value, Vested	$ 0.86	[1]	$ 1.05	[1]	$ 1.40
Number of Shares, Forfeited/ cancelled
Weighted Average Grant Fair Value, Forfeited/cancelled
Number of Shares, Restricted shares unvested
Weighted Average Grant Fair Value, Restricted shares unvested
[1]Of the shares granted during the quarters ending June 30, 2024 and September 30, 2024 approximately 1.75 2.1 900

Schedule of Restricted Stock _2

Schedule of Restricted Stock Awards Activity (Details) (Parenthetical) - Restricted Stock [Member] - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted in lieu of making cash payments to satisfy accrued liabilities	$ 2,100	$ 1,750
Shares issued for consulting services	900

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Oct. 10, 2023
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation			$ 0	$ 0
2015 Stock Option Plan [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options 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.
Option exercisable period			10 years
Common stock subject to option percentage			20%
Share based compensation award vesting period			1 year
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase price of common stock, percent			5%
2021 Equity Incentive Plan [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance			616,518
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	2,669,232	1,850,000		350,000
2023 Equity Incentive Plan [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance					500,000

Schedule of Future Minimum Rent

Schedule of Future Minimum Rent Payments Due Under Non-Cancellable Leases (Details)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 7,302
2025	175,000
Thereafter
Total	$ 182,302

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)

9 Months Ended

12 Months Ended

Sep. 01, 2024

Mar. 13, 2023

Feb. 28, 2023

Feb. 13, 2023

Jan. 20, 2023

Dec. 08, 2022

Oct. 27, 2022

Sep. 26, 2022

Jul. 29, 2022

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2018

Dec. 31, 2021

Product Liability Contingency [Line Items]

Participation interests

$ 285,000,000

Percentage of raffle revenue net

7%

Obligation to pay digital securities amount

$ 5,632

Rent expenses

$ 169,831

$ 98,558

Lease cost

$ 154

Related party costs

$ 16,500,000

$ 16,500,000

Legal fees unpaid

$ 3,024,201

$ 397,037

Payment of litigation expense

$ 50,000

$ 75,000

Partial payment

$ 75,000

Loss on contract termination

$ 4,600,000

Spicewood [Member]

Product Liability Contingency [Line Items]

Lease expiration date

Jan. 31, 2024

Rent expenses

$ 1,669

Waco [Member]

Product Liability Contingency [Line Items]

Lease expiration date

Dec. 31, 2024

Rent expenses

$ 2,434

Boca Raton [Member]

Product Liability Contingency [Line Items]

Lease expiration date

Jul. 31, 2025

Rent expenses

$ 25,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Repayment of notes payable	$ 53,000					$ 4,700
Loans payable		$ 13,000	$ 13,000	$ 13,000
Settlement of outstanding obligations	$ 316,919
Robert Stubblefield [Member]
Related Party Transaction [Line Items]
Loans payable		$ 57,682	$ 57,682
Maturity date		Dec. 31, 2024
Interest rate		0%	0%
Service Agreement [Member[
Related Party Transaction [Line Items]
Reimbursement expenses				$ 53,000	$ 440,000
Service Agreement [Member[ | Maximum [Member]
Related Party Transaction [Line Items]
Capital expenditure			$ 100,000
Reimbursement expenses			$ 5,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, shares in Millions	Nov. 21, 2024	Oct. 16, 2024
Subsequent Event [Line Items]
Common stock per share		$ 3
Registration Statement [Member]
Subsequent Event [Line Items]
Number of shares for offering		50
Stock Purchase Agreement [Member]
Subsequent Event [Line Items]
Purchase of stock description	The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty trading days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time.
Commitment amount	$ 100,000,000
Market price percentage	90%
Share issuance percentage to commitment amount	the Investor a Commitment Fee in shares of the Company’s common stock equivalent to 1.5% of half of the Commitment Amount. After drawing down half of the Commitment Amount, the Company shall issue an additional 1.5% of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding. Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock Purchase Warrant.