What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-06-04 compared with 2023-05-10 · 441 added, 363 removed, 132 unchanged (86% of the section changed)

and Recent Developments

were originally formed as a Delaware corporation on March 17, 2016, for the purpose of effecting a merger, share exchange, asset acquisition,

stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses.

On October 29, 2021,

we consummated a business combination (the “Business Combination”) with AutoLotto, Inc.

were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or

more businesses.

On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto,

(“AutoLotto”).

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.

Unless the context requires otherwise, references

to the “Company,” “we,” “us,” “our,” “Lottery.com” and “Lottery.com

Inc.” refer to Lottery.com Inc.

and its consolidated subsidiaries after the Closing.

July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the Company

(the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of non-compliance

with state and federal laws concerning the states in which lottery tickets were procured as well as order fulfillment.

The investigation

also identified issues pertaining to the Company’s internal accounting controls (the “Internal Investigation”).

a report on the filings of the Internal Investigation, on June 30, 2022, the Board terminated the employment of Ryan Dickinson as

the Company’s President, Treasurer and Chief Financial Officer, effective July 1, 2022.

Subsequently, the Company initiated a review of its cash balances and related disclosures as well as its revenue recognition processes

and other internal accounting controls.

On July 20, 2022, Armanino LLP

(“ Armanino ”), the Company’s registered independent public accountant for the fiscal years ended December 31,

2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the “2021 Audit”)

and the unaudited financial statements for the quarter ended March 31, 2022 (the “March 2022 Financials”), should no longer

be relied upon.

Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2021 Financials, that the

Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was not properly

recorded in the March 2022 Financials (see Note 3 to the consolidated financial statements included herein for more details).

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.

the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Lottery.com”

and “Lottery.com Inc.” refer to Lottery.com Inc.

and its consolidated subsidiaries.

July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the

Company (the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of

non-compliance with state and federal laws concerning the states in which lottery tickets were procured as well as order

The investigation also identified issues pertaining to the Company’s internal accounting controls (the

“Internal Investigation”).

Following a report on the filings of the Internal Investigation, effective July 1, 2022, the

Board terminated the employment of Ryan Dickinson as the Company’s President, Treasurer and Chief Financial Officer.

Subsequently, the Company initiated a review of its cash balances and related disclosures as well as its revenue

recognition processes and other internal accounting controls.

July 20, 2022, Armanino LLP (“Armanino”), the Company’s registered independent public accountant for the fiscal years

ended December 31, 2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the

“2021 Audit”) and the unaudited financial statements for the quarter ended March 31, 2022 (the “March 2022 Financials”),

should no longer be relied upon.

Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2022 Financials,

that the Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was

not properly recorded in the March 2022 Financials (see Note 3 to the consolidated financial statements included herein for more details).

July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations or pay certain

existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.

following day, on July 29, 2022, the Company effectively ceased operations (the “Operational Cessation”), when it furloughed

the majority of its employees and generally suspended its lottery game sales.

The Company’s remaining employees were limited to

the heads of the product, information technology and human resources teams as well as the entire legal and compliance team.

one week, several additional employees were recalled from furlough.

All non-furloughed employees were retained, at the discretion of

the Company’s then Chief Operating Officer and Chief Legal Officer, to provide the minimal business functions needed to address

the Company’s legal and compliance issues and to secure necessary funding to resume the Company’s operations.

Less than half of these non-furloughed employees remain active in the efforts

to restore Company operations and as of March 31, 2023, approximately $1.4 million in outstanding payroll obligations remain unpaid.

September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company, effective immediately.

The following day, on July 29, 2022, the Company effectively ceased operations

(the “Operational Cessation”), when it furloughed the majority of its employees and generally suspended its lottery game sales.

The Company’s remaining employees were retained at the discretion of the Company’s then Chief Operating Officer and Chief

Legal Officer were to provide the minimal business functions needed to address the Company’s legal and compliance issues and to

secure necessary funding to resume the Company’s operations.

Less than twenty percent of these non-furloughed employees remain active

in the efforts to restore Company operations and as of December 31, 2023, approximately $3.85 million in outstanding payroll and $1.0

million in outstanding director compensation obligations was unpaid.

September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company.

October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s

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the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain

of its core business (as described in more detail under “— Plans for Recommencement of Company Operations ” below),

completing the restatements of the Company’s 2021 Audit (which is included in this Amended Report) and March 2022 Financials and

preparing the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022 and Annual Report

on Form 10-K for the year ended December 31, 2022.

of its core businesses (as described in more detail under “ Plans for Recommencement of Company Operations ” below),

completing the restatements of the Company’s 2021 Audit and March 2022 Financials and preparing and filing the Company’s

delinquent periodic reports, including Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December

31, 2021, which the Company filed on May 10, 2023, Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q/A for the three

months ended March 31, 2022, which the Company filed on May 15, 2023, the Company’s Quarterly Reports on Form 10-Q for the three

months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023, respectively, filing the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which the Company filed

on June 15, 2023, the Company’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2023, June 30, 2023, September 30, 2023, filed on June 16, 2023, August

22, 2023, and November 30, 2023 respectively, filing the Company’s Annual Report on Form 10-K for the year ended

December 31, 2023, which the Company filed on April 3, 2024, and this Amended Report.

March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal a determination

by the Listing Qualifications department (the “Staff”) of Nasdaq dated February 23, 2023, to delist the Company’s

securities from Nasdaq.

The Company was non-complaint with Nasdaq Listing Requirements 5550(a)(2) (the “Bid Price

Requirement”) and 5250(c)(1) (the “Timely Filing Requirement.”) At the hearing before the Panel on April 24, 2023,

the Company presented its plan to complete the restatement of its financial statements for the fiscal year ended December 31, 2021,

and the subsequent quarter ended March 31, 2022, and to file the amended periodic reports and all subsequent required filings with

The Company requested the continued listing of its securities on Nasdaq pending the completion of its compliance

letter dated May 8, 2023, the Panel granted the Company’s request for continued listing, on an interim basis, subject to the Company

submitting financial projections for fiscal 2023 and filing the restated financial statements for the fiscal year ended December 31,

2021, and quarter ended March 31, 2022, with the SEC by May 15, 2023.

The Company satisfied these conditions and the Panel indicated

that it would review the filings, along with the updated projections, and thereafter determine whether to afford the Company additional

time to complete the compliance plan presented at the hearing.

letter dated May 24, 2023, the Panel notified the Company that it had determined to suspend trading and otherwise move to delist the

Company’s securities from Nasdaq effective with the open of the market on May 26, 2023.

The Company’s securities were suspended

from trading on that date, but the securities were not delisted because the Company thereafter requested that the Panel reconsider its

determination to delist the Company’s securities from Nasdaq based upon what the Company believed to be mistakes of material fact

upon which the Panel had based its decision.

June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company’s request

for continued listing subject to the Company’s timely compliance with a number of conditions ultimately expiring on August 17,

2023, on or before which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the “June 8 th

As a result of the foregoing, the suspension from trading ceased and the Company’s securities were reinstated

for trading on Nasdaq effective with the open of the market on June 15, 2023.

Agreement with Woodford

December 7, 2022, the Company entered into a loan agreement (the “Loan Agreement”) with Woodford Eurasia Assets, Ltd.

(“ Woodford ”),

pursuant to which Woodford agreed to provide the Company with up to $2.5 million, subject to certain conditions and requirements, of

which approximately $1.25 million has been received to date and $1.25 million is currently owed pursuant to the terms of the Loan

The parties may also mutually agree to increase the amount of the loan to $52.5 million (i.e., an additional $50 million).

Amounts borrowed accrue interest at the rate of 12% per annum (or 22% per annum upon the occurrence of an event of default) and are due

within 12 months of the date of each loan.

Amounts borrowed can be repaid at any time without penalty.

borrowed pursuant to the Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock,

par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest

publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $0.28

per share), subject to a 4.99% beneficial ownership limitation and a separate limitation preventing Woodford from holding more than 19.99%

of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance.

to the Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M.

Cohen, Lawrence Anthony DiMatteo

and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors.

loans under the Loan Agreement also require the Company to comply with all listing requirements, unless waived by Woodford.

Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent member of the Board

of Directors resigns.

of the loans can only be used by to restart the Company’s operations and for general corporate purposes agreed to by Woodford.

Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary

for a transaction of this size and nature.

Included in the Loan Agreement are covenants prohibiting us from (a) making any loan in excess

of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which consent may not be unreasonably

(b) selling more than $1 million in assets;

(d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;

or restating our governing documents;

(f) declaring or paying any dividend;

(g) issuing any shares which negatively affects Woodford;

and (h) repurchasing any shares.

December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd.

(“Woodford”), (the “Woodford

Loan Agreement”), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions

and requirements.

Pursuant to such Woodford Loan Agreement the Company received $798,351 by December 31, 2023.

Woodford failed to meet

its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association

with Woodford.

Woodford subsequently 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.

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.

filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No.

seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors.

entered an order the next day denying the relief sought by Woodford.

On February 14, 2024, Woodford 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.

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.

borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s

common stock, par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of

80% of the lowest publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which

was equal to $5.60 per share after the 1:20 reverse split which occurred on August 9, 2023), subject to a 4.99% beneficial ownership

limitation which can be waived on 60 days notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued

and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount.

of the loans can only be used by the Company to restart its operations and for general corporate purposes agreed to by Woodford.

Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of which

are customary for a transaction of this size and nature.

Company also agreed to grant warrants to purchase shares of common stock to Woodford (the “Woodford Warrants”) in an amount

equal to 15% of the Company’s 7,619,207 issued and outstanding shares of common stock.

Each Woodford Warrant has an exercise price

equal to the average of the closing price of the Company’s common stock for each of the ten days prior to the first amount being

debited from the bank account of Woodford, which equates to an exercise price of $0.28 per share.

In the event the Company fails to repay

the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset

by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will

equal $0.21 per share).

connection with our entry into the Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,

with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest

over all present and future assets of the Company in order to secure the repayment of amounts owed under the Loan Agreement.

charge may be converted into a fixed charge upon the occurrence of certain events including:

an event of default;

if Woodford reasonably

believes that any secured property may be in jeopardy or danger of being seized or sold;

or if Woodford reasonably considers that it

is desirable to protect its security interest.

The floating charge may be automatically converted into a fixed charge upon the occurrence

of certain other events.

The Security Agreement prohibits the Company from providing any other security interest over our assets, even

if secondary to Woodford, while the amounts borrowed under the Loan Agreement remain unpaid.

equal to 15% of the Company’s 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued

and outstanding prior to the 1:20 reverse stock split of August 9, 2023).

Each Woodford Warrant has an exercise price equal to the average

of the closing price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank

account of Woodford, which equates to an exercise price of $5.60 per share after the 1:20 reverse split that occurred on August 9, 2023.

In the event the Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise

price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject

to a further 25% discount (i.e., will equal $4.20 per share).

connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,

with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all

present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement.

June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement

Amendment”), which provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of

its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of

The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company.

requests from the Company, Woodford has repeatedly amongst other things:

failed to prove the amounts borrowed by 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 account to which payment could be made by the Company and failed to explain failure

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 others.

Loan Agreement with United Capital Investments London Limited

The Company entered into a credit

facility (the “UCIL Credit Facility”), which is represented by a loan agreement, which was initially entered into on July

26, 2023, and was amended and restated on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL

Loan Agreement”).

The UCIL Loan Agreement is with United Capital Investments London Limited (“UCIL”), an entity in which

each of Matthew McGahan, the Company’s Chief Executive Officer and Chairman of the Company’s Board, and Barney Battles, a

member of the Board, have a direct or indirect interest.

The decision by the Company to enter into the UCIL Loan Agreement followed, amongst other things, an

acknowledgment by the Company that it had not received the requisite funding on a timely basis that it expected from Woodford, despite

the Company making several requests to Woodford for said funding under the Woodford Loan Agreement.

Moreover, the Board of Directors determined

that it was in the best interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative

lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an event of default

and crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan Agreement.

Neither McGahan or Battles participated in the vote on the UCIL agreement to ensure proper independence and correct corporate governance.

On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the Company’s

earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company.

On July 27, 2023, the Company replied

to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that Woodford’s attempt

for crystallization was inappropriate and unlawful under the Woodford Loan Agreement.

Given the uncertainty of the continued financing

under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company’s alternative funding by entering

into the UCIL Loan Agreement.

Placement Agent Agreement with Univest Securities, LLC

reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023 ,

the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Univest Securities, LLC (the “Placement

Agent”), whereby the Placement Agent agreed to act as placement agent in connection with the Company’s offering (“Offering”)

of units (“Units”) up to $1,000,000;

each Unit consisting of a convertible promissory note (each, a “Convertible Note”

or collectively, the “Convertible Notes”), and a common stock purchase warrant (each, a “Warrant”, or collectively,

the “Warrants”) in order for investors placed by it to purchase shares of common stock of the Company, par value $0.001 per

share (the “Common Stock”).

Each Unit under the Offering includes specific registration rights (“Registration Rights”),

for each investor obtained through the Placement Agent.

On February 1, 2024, the parties agreed to increase the Offering amount

from $1,000,000 to $5,000,000.

All other terms and conditions of the Offering remain the same.

The Securities shall be offered and sold

pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Prior to Operational Cessation

to the Operational Cessation, the Company was a provider of domestic and international lottery products and services.

As an independent

third-party lottery game service, we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned

lottery games in the U.S.

to the Operational Cessation, and it is our intention to become again, the Company was a provider of domestic and international

lottery products and services.

As an independent third-party lottery game service, we offered a platform that we developed and

operated to enable the remote purchase of legally sanctioned lottery games in the U.S.

and abroad (the “Platform”).

Our revenue generating activities included (i) offering the Platform

via our Lottery.com app and our websites to users located in the U.S.

and international jurisdictions where the sale of lottery games

was legal and our services were enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform”);

(ii) offering an internally developed, created and operated business-to-business application programming interface (“API”)

of the Platform, which enabled our commercial partners, in permitted U.S.

and international jurisdictions, to purchase certain legally

operated lottery games from us and to resell them to users located within their respective jurisdictions (“B2B API”);

(iii) delivering global lottery data, such as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized

transaction data pursuant to multi-year contracts to commercial digital subscribers (“Data Service”).

revenue generating activities included (i) offering the Platform via our Lottery.com app and our websites to users located in the

and international jurisdictions where the sale of lottery games was legal and our services were enabled for the remote purchase

of legally sanctioned lottery games (our “B2C Platform”);

(ii) offering an internally developed, created and operated

business-to-business application programming interface (“API”) of the Platform, which enabled our commercial partners,

in permitted U.S.

and international jurisdictions, to purchase certain legally operated lottery games from us and to resell them to

users located within their respective jurisdictions (“B2B API”);

and (iii) delivering global lottery data, such as

winning numbers and results, and subscriptions to data sets of our proprietary, anonymized transaction data pursuant to multi-year

contracts to commercial digital subscribers (“Data Service”).

Lottery Game Platform Services

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the creation of an account and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement

to pre-load minimum funds and — importantly — to provide instant confirmation of the user’s lottery game numbers, whether

selected at random or picked by the user.

to pre-load minimum funds and - importantly - to provide instant confirmation of the user’s lottery game numbers, whether selected

at random or picked by the user.

Users of our B2C Platform services paid a service fee and, in certain non-U.S.

jurisdictions,

a mark-up on the purchase price.

jurisdictions, a mark-up

on the purchase price.

Prior to the Operational Cessation, we generated revenue from this service fee and mark-up.

Our B2B API Platform resumed limited operations in April 2023.

date of this Amended Report, our B2C Platform is not currently operational.

We anticipate that our B2C Platform will become operational

in the third quarter of 2023.

Our B2B API Platform

resumed limited operations in April 2023.

As of the date of this Amended Report, our B2C Platform is not currently operational.

We anticipate

that our B2C Platform will become operational by the summer of 2024.

WinTogether Platform

to the Operational Cessation, we operated and administered of all sweepstakes offered by WinTogether, a registered 501(c)(3) charitable

to the Operational Cessation, we operated and administered all sweepstakes offered by WinTogether, a U.S.

registered 501(c)(3) charitable

organization (“WinTogether”), which was formed in April 2020 to support charitable, educational, and scientific causes.

consideration of our operation of the WinTogether platform and administration of the sweepstakes, we received a percentage of the gross

donations to a campaign, from which we paid certain dividends and all administration costs.

WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all

prizes awarded.

consideration of our operation of the WinTogether platform and administration of sweepstakes, we received a percentage of the gross donations

to a campaign, from which we paid certain dividends and all administration costs.

WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes

On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company.

December 5, 2023, the board of WinTogether voted to reinstate the business relationship with the Company.

the Operational Cessation, certain of the Company’s wholly-owned subsidiaries have continued to operate under the direction of

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While the operational activities

of these subsidiaries vary, from the Operational Cessation through the date of this Amended Report, each of TinBu, Aganar and JuegaLotto

has decreased its expenses and has had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

of these subsidiaries vary, from the Operational Cessation through the date of this Amended Report, each of TinBu, Aganar and JuegaLotto has

decreased its expenses and has had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

2018, we acquired TinBu, LLC (“TinBu”), a digital publisher and provider of lottery data results, jackpots, results, and

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organizations.

See “ Item 1A.

Risk Factors – We are party to pending litigation and investigations in various jurisdictions

and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business.

outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ”.

see Item 3, “Legal Proceedings”, “TinBu Complaint”.

technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.

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Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

additionally enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year

additionally had entered into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year

agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within

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under the brand name Capalli.

See “ Item 1A.

Risk Factors – We need additional capital to, among other things, support

and restart our operations, re-hire employees and pay our expenses.

Such capital may not be available on commercially acceptable terms,

If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations

and we may need to permanently cease our operations” for additional information.

December 2021, we finalized the acquisition of the domain name https://sports.com and on November 15, 2022, we formed a wholly-owned

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The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu.

This relationship

is in full effect now and the first signed contracts are expected in the second quarter of 2023.

2023, DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting its contractual obligations.

for Recommencement of Company Operations

noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations

on restarting certain of its core business.

noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused on restarting certain of its core businesses.

The Company has developed a three-phase plan to recommence its operations, which plan is

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1 - Relaunch B2B API Platform .

During the Operational Cessation, the Company maintained positive relationships with

its ticket-printing and courier partners, as well as several distribution partners that have been found to be in compliance with

local, state, and federal rules related to ticket procurement and distribution.

These partners have implemented the Lottery.com API

and have advised the Company that they expect to be ready to offer lottery games to their customers through their sales channels

when the Company resumes operations.

As such, the Company believes that it has sufficient demand to resume operation of its B2B API

platform operations, assuming it is able to maintain the core employee team to manage the lottery ticket fulfillment process and

access sufficient capital to relaunch Project Nexus, which was designed to, among other things, handle high levels of user traffic

and transaction volume, while maintaining expediency, security, and reliability in the administrative and back-office functionality

required by the B2B API.

Our B2B API Platform resumed limited operations in April 2023.

During the Operational Cessation, the Company maintained positive relationships with its ticket-printing

and courier partners, as well as several distribution partners that have been found to be in compliance with local, state, and federal

rules related to ticket procurement and distribution.

These partners have implemented the Lottery.com API and have advised the Company

that they expect to be ready to offer lottery games to their customers through their sales channels when the Company resumes operations.

As such, the Company believes that it has sufficient demand to resume operation of its B2B API platform operations, assuming it is able

to maintain the core employee team to manage the lottery ticket fulfillment process and access sufficient capital to relaunch Project

Nexus, which was designed to, among other things, handle high levels of user traffic and transaction volume, while maintaining expediency,

security, and reliability in the administrative and back-office functionality required by the B2B API.

Our B2B API Platform resumed limited

operations in April 2023.

The B2B platform is currently offline to migrate it to the Company’s new platform, NEXUS.

2 - Resume B2C Platform Operations.

The Company believes that it will be in a position to relaunch its B2C Platform in the

third quarter of 2023.

As of the date of this Amended Report, the Company expects that it will initially relaunch its B2C Platform to

customers in Texas for a period of time before rolling it out to other jurisdictions.

If the Texas Bill (as defined below) is enacted

into law as drafted, the Company may elect to accelerate the relaunch of its Platform to customers in another state.

The Company plans

to limit the rollout in order to give it additional time to properly vet and confirm compliance with local, state and federal rules related

to ticket procurement and distribution.

The Company believes that it will be in a position to relaunch its B2C Platform by the

summer of 2024.

As of the date of this Amended Report, the Company expects that it will initially relaunch its B2C Platform to customers in

Texas for a period of time before rolling it out to other jurisdictions.

The Company plans to limit the rollout in order to give it

additional time to properly vet and confirm compliance with local, state and federal rules related to ticket procurement and

distribution.

For more information, see “ Item 1A.

Risk Factors – Regulatory and Compliance Risks

– A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues,

cause us to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing

operations or planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial

condition .” The Company has also maintained various pre-paid media credits that it expects to use to launch and maintain promotional

campaigns geared towards encouraging prior customers to return to the Platform and to acquire new customers.

Risk Factors - Regulatory and Compliance Risks - A jurisdiction may

enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur

additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or

planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial

condition .” The Company has also maintained various pre-paid media credits that it expects to use to launch and maintain

promotional campaigns for both lottery and sweepstakes sales geared towards encouraging prior customers to return to the Platform

and to acquire new customers.

The Company relaunched its sweepstakes business in April 2024.

3 - Restore Other Business Lines and Projects.

Assuming the success of Phase 1 and Phase 2, the Company expects to restore

other products it previously offered, such as supplying lottery tickets to consumers in

approved domestic jurisdictions, partnering with licensed providers in international jurisdictions to supply legitimate domestic lottery

games, and reviving other products and services that were under development when the Operational Cessation occurred.

As of the date of this Amended

Report, the current estimated cash balance of the Company and subsidiaries is approximately $366,000.

The Company believes that this cash

on hand, along with future borrowings, will be sufficient for the Company to pay its service providers to complete and file its deficient

periodic reports, including this Amended Report, the amended Quarterly Report on Form 10-Q/A for the three months ending March 31, 2022,

the Quarterly Reports on Form 10-Q for the periods ending June 30, 2022 and September 30, 2022, and the Annual Report on Form 10-K for

the year ended December 31, 2022.

of the date of this Amended Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”)

under the ticker symbols “LTRY” and “LTRYW,” respectively.

As of the date of this Amended Report, we are not

in compliance with Nasdaq’s continued listing requirements (the “Listing Rules”), as discussed in greater detail

below under “ Risk Factors” – “Risks Related to Our Common Stock and Warrants” – “We are

not currently in compliance with the continued listing standards of Nasdaq and may not be able to regain compliance with

Nasdaq’s continued listing standards in the future ,” and have presented a plan to regain compliance with the Listing

Rules that was recently conditionally accepted by a hearing panel.

Additionally, under its new management, the Company continues to work to improve its disclosure

and reporting controls, and plans to overhaul its systems of internal control over financial reporting and invest in additional

legal, accounting, and financial resources.

if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company

will be able to regain compliance with the applicable Listing Rules, or that the hearings panel will stay the delisting of the Company’s

securities from Nasdaq.

If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s

common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer

a material decline.

Delisting could also impair the Company’s ability to raise additional capital needed to funds its operations

and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

Assuming the success of Phase 1 and Phase 2, the Company expects to restore other

products it previously offered, such as supplying lottery tickets to consumers in approved domestic jurisdictions, partnering with licensed

providers in international jurisdictions to supply legitimate domestic lottery games, and reviving other products and services that were

under development when the Operational Cessation occurred.

of the date of this Amended Report, the current estimated cash balance of the Company and subsidiaries is approximately $36,799.

believes that this cash on hand, along with future borrowings, will be sufficient for the Company to resume core operations.

of the date of this Amended Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the

ticker symbols “LTRY” and “LTRYW,” respectively.

As of the date of this Amended Report, we are in compliance with Nasdaq’s

continued listing requirements (the “Listing Rules”).

Additionally, under its new management, the Company continues to work

to improve its disclosure and reporting controls, and plans to overhaul its systems of internal control over financial reporting and

invest in additional legal, accounting, and financial resources.

if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company will be

able to maintain compliance with the applicable Listing Rules, or that the hearings panel will continue to stay the delisting of the

Company’s securities from Nasdaq.

If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy

or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock

and warrants could suffer a material decline.

Delisting could also impair the Company’s ability to raise additional capital needed

to fund its operations and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional

2 unchanged sentences

to support such operations in the future.

The Company’s ability to continue its current operations, prepare and refile deficient

and restated reports, and restart its prior operations, is dependent upon obtaining new financing.

Future financing options available

to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or

other strategic transactions.

The Company’s ability to continue its current operations, prepare and file its periodic

reports, and restart its prior operations, is dependent upon obtaining new financing.

Future financing options available to the Company

include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic

transactions.

Equity financings may include sales of common stock.

Such financing may not be available on terms favorable

to the Company or at all.

The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders

and may cause significant dilution to existing stockholders.

There can be no assurance that the Company will be successful in obtaining

sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial

condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate.

These matters, when

considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable

period of time, which is defined as within one year after the date that the financial statements are issued.

The accompanying financial

statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification

of liabilities that might result from the outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this Amended Report

under the heading “ Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability

to Continue as a Going Concern, Our Internal Controls and Related Matters.”

Such financing may not be available on terms favorable to the Company

The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant

dilution to existing stockholders.

There can be no assurance that the Company will be successful in obtaining sufficient funding on terms

acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of

operations, and it could ultimately be forced to discontinue its operations and liquidate.

These matters, when considered in the aggregate,

raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time which is defined

as within one year after the date that its current financial statements are issued.

The accompanying financial statements do not contain

any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities

that might result from the outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this Amended Report under the

heading “Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue

as a Going Concern, Our Internal Controls and Related Matters.”

and Compliance

are subject to a variety of laws in the U.S.

and abroad that affect our business, including state, territorial, and federal laws

regarding lotteries, gaming, sweepstakes, consumer protection, electronic marketing, data protection and privacy, competition, taxation,

intellectual property, export, and national security, all of which are continuously evolving.

The scope and interpretation of the laws

that are or may be applicable to us are often evolving or new and uncertain and may conflict with each other, particularly those governing

our international operations.

and abroad that affect our business, including federal, state and territorial laws regarding

lotteries, gaming, sweepstakes, consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual

property, export, and national security, all of which are continuously evolving.

The scope and interpretation of the laws that are or

may be applicable to us are often evolving or new and uncertain and may conflict with each other, particularly those governing our international

and gaming laws are generally based upon declarations of public policy designed to protect consumers from fraud and other misdeeds and

the viability and integrity of the games, while raising revenues for the particular country, state, or other authorizing jurisdiction.

To accomplish these goals, stringent laws and regulations may be established to ensure that participants in the industry meet certain

standards of character and responsibility, which may require participants to:

ensure that games are conducted fairly and honestly;

establish procedures designed to prevent cheating and fraudulent

establish and maintain anti-money laundering practices and

establish and maintain responsible accounting practices and

ensure that lottery games are sold only at the price established

by the applicable lottery regulator;

report prizes awarded and withhold certain amounts for taxes

and other specified liabilities;

file periodic reports with regulators;

establish programs to promote responsible gaming and comply

with other social responsibility practices;

enforce minimum age requirements.

To accomplish these goals, stringent laws and regulations have been established per jurisdiction to ensure that participants in the industry

meet certain standards which may require participants to:

that games are conducted fairly and honestly;

procedures designed to prevent cheating and fraudulent practices;

and maintain anti-money laundering practices and procedures;

and maintain responsible accounting practices and procedures;

that lottery games are sold only at the price and manner established by the applicable lottery regulator;

prizes awarded and withhold certain amounts for taxes and other specified liabilities;

periodic reports with regulators;

programs to promote responsible gaming and comply with other social responsibility practices;

gaming participant minimum age requirements.

and federal laws in the U.S.

govern and, in some cases, limit our business practices.

For example, the Interstate Wagering

Amendment to 18 U.S.C.

§ 1301 limits our ability to purchase lottery games for a user located in one state from a lottery

authority located in another state, except under certain limited circumstances, such as where the lottery authorities in the

respective states allow the sales.

Therefore, when such offerings are operational, for our users located within the U.S., we only

purchase lottery games for users geolocated to be physically situated at the time within the U.S.

state or jurisdiction where

the lottery game they are purchasing is being conducted, unless an exception were to be authorized by the applicable lottery

For example, the Interstate Wagering Amendment

§ 1301 limits our ability to purchase lottery games for a user located in one state from a lottery authority located

in another state, except under certain limited circumstances, such as where the lottery authorities in the respective states allow such

Therefore, when such offerings are operational, for our users located within the U.S., we only purchase lottery games for users

who at the time are physically situated within the U.S.

state or jurisdiction where the lottery game they are purchasing is being conducted,

unless an exception were to be authorized by the applicable lottery authorities.

For more information, see “Item 1A.

Risk Factors — Regulatory and Compliance

Risks — If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign

- Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign

countries, it could have a negative impact on our business, financial condition, and results of operations.”

addition, the Wire Act provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility

for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on

any sporting event or contest, or for the transmission of a wire communication that entitles the recipient to receive money or credit

as a result of bets or wagers, or for information assisting in the placing of bets or wagers, may be fined or imprisoned, or both.

Wire Act provides, however, that it shall not be construed to prevent the transmission in interstate or foreign commerce of information

for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or

wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal into a

state or foreign country in which such betting is legal.

In late 2011, the Office of Legal Counsel (the “OLC”) in the U.S.

Department of Justice (the “DOJ”) issued an opinion that concluded the conduct prohibited by the Wire Act was limited to

sports gambling;

however, in January 2019, the OLC issued a new opinion (the “2019 Opinion”) that concluded that the

restrictions in the Wire Act on the transmission in interstate or foreign commerce of bets and wagers was not limited to sports gambling

but applied to all bets and wagers, including those involving state lotteries.

Reinterpretation of the federal Wire Act by the OLC threatened

certain online lottery sales, leading to litigation in which the First Circuit Court of Appeals (the “First Circuit”) determined

that the Wire Act applies only to interstate wire communications related to sporting events or contests and not lottery games.

that the declaratory judgment was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under

the Administrative Procedure Act.

addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire

communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the

placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the

recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers,

may be fined or imprisoned, or both.

The Wire Act provides, however, that it shall not be construed to prevent the transmission in

interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of

information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting

on that sporting event or contest is legal into a state or foreign country in which such betting is legal.

In late 2011, the Office

of Legal Counsel (the “OLC”) in the U.S.

Department of Justice (the “DOJ”) issued an opinion that concluded

the conduct prohibited by the Wire Act was limited to sports gambling;

however, in January 2019, the OLC issued a new opinion (the

“2019 Opinion”) that concluded that the restrictions in the Wire Act on the transmission in interstate or foreign

commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state

Reinterpretation of the federal Wire Act by the OLC threatened certain online lottery sales, leading to litigation in

which the First Circuit Court of Appeals (the “First Circuit”) which determined that the Wire Act applies only to

interstate wire communications related to sporting events or contests and not lottery games.

Finding that the declaratory judgment

was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure

In addition to the First Circuit’s decision, the U.S.

Circuit Court of Appeals for the Fifth

Circuit (the “Fifth Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of

the Company’s operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit

did not set aside the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information,

see “ Item 1A.

Risk Factors — Regulatory and Compliance Risks — If there is a final determination

on the applicability of the Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of

lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted by statute or practice to

a state’s territorial boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business,

financial conditions, and results of operations .”

states prohibit the use of courier services and the sale of online lottery tickets, while others limit the charges that we can impose

When such offerings are operational, we only purchase lottery games on behalf of our users and customers where our services

are permitted and in accordance with applicable laws.

The scope and interpretation of the laws that are or may be applicable to our services

and the fees we charge are subject to interpretation and may change.

For example, in April 2023, the Texas State Senate passed Senate

Bill 1820 (the “Texas Bill”), which would, among other things, prohibit online lottery gaming and the use of courier services

in Texas, if enacted.

As of the date of this Amended Report, the Texas Bill is under review of the Texas State House of Representatives.

If the Texas Bill is enacted into law as drafted, the new rules would be implemented by January 1, 2024.

compliance with local, territorial and federal laws is based on our interpretation of existing state and federal laws regarding lottery

Circuit Court of Appeals for the Fifth Circuit (the “Fifth

Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of the Company’s

operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit did not set aside

the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information, see “Item

Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the Wire Act to our

operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign

commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,

and results of operations.”

some states prohibit the use of courier services and the sale of online lottery tickets, while other states limit the charges that we

can impose and collect.

When such offerings are operational, we only purchase lottery games on behalf of our users and customers where

our services are permitted and in accordance with applicable laws.

Per jurisdiction, the scope and interpretation of the laws that are

or may be applicable to our services and fees are subject to interpretation and may change.

For example, in April 2023, the Texas State

Senate passed Senate Bill 1820 (the “Texas Bill”), which among other things, prohibits online lottery gaming and the

use of courier services in Texas.

The Texas Bill was passed by the Texas legislature and became effective on September 1,

compliance with federal, state, territorial and local laws is based on our interpretation of existing applicable laws regarding lottery

services such as ours.

We have obtained legal advice and notified certain lottery authorities in U.S.

jurisdictions where we do

business of the services that we offer, but in most cases, we have not received definitive determinations of the laws applicable to our

There is a risk that existing or future laws in the states and jurisdictions in which we operate may be interpreted in a manner

that is not consistent with our business model.

Future laws that permit certain lottery services may be accompanied by restrictions or

taxes that make it impractical or less feasible to operate in certain jurisdictions.

jurisdictions where we do business

of the services that we offer, but in most cases, we have not received definitive determinations of the laws applicable to our services.

There is a risk that existing or future laws in the jurisdictions in which we operate may be interpreted in a manner that is in some

regards in conflict with our business model.

Future laws that permit certain lottery services may be accompanied by restrictions or taxes

that make it impractical or less feasible to operate in certain jurisdictions.

For more information, see “ Item 1A.

Risk Factors – Regulatory and Compliance Risks – A jurisdiction

may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional

legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned growth,

all of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

- Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in

ways that impair our revenues, cause us to incur additional legal and compliance costs and other operating expenses, or are otherwise

not favorable to our existing operations or planned growth, all of which may have a material adverse effect on us or our results of operations,

cash flow, or financial condition.

laws and regulations may be adopted or construed to apply to us that could restrict our business model, including privacy, taxation,

marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, and antitrust laws, as well as laws governing

marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, antitrust and other laws, as well as laws governing

public companies.

5 unchanged sentences

are currently in compliance in all material respects with all applicable laws and regulatory requirements, we cannot assure that our

activities or our users’ activities will not become the subject of any regulatory or law enforcement investigation, proceeding,

or other governmental action or that any such investigation, proceeding, or action, as the case may be, would not have a materially adverse

impact on us or our business, financial condition or results of operations.

activities or any of our users’ activities will not become the subject of any regulatory or law enforcement investigation, proceeding,

or other governmental or regulatory action or that any such investigation, proceeding, or action, as the case may be, would not have

a materially adverse impact on us or our business, financial condition or results of operations.

more information, see “Item 1A.

Risk Factors — Regulatory and Compliance Risks — Our business

model and the conduct of our operations may have to vary in each U.S.

jurisdiction where we do business to address the unique features

of applicable law to ensure we remain in compliance with that jurisdiction’s laws.

Our failure to adequately do so may have an

adverse impact on our business, financial condition, and results of operations .”

currently hold a license issued by the Texas Lottery Commission to conduct the retail sale of lottery tickets in the State of Texas.

We may determine or be required to secure additional licenses from other regulatory authorities with jurisdiction over our operations

in new markets in which we contemplate expansion.

Such licensure may impose additional obligations on us and our operations, which may

include continuous disclosure to and investigation by the applicable regulatory authority into the financial stability, integrity, and

business experience of our company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.

In markets in which we have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements

or conditions with which we have not previously been required to comply, which may include locating technical infrastructure within the

relevant territory, establishing real-time data interfaces with the regulatory authority, implementing consumer protection and privacy

measures, or additional approvals or certifications of our technology, all of which may present operational challenges and material costs.

Certain stockholders may be required to be licensed.

Risk Factors - Regulatory and Compliance Risks - Our business model and the conduct of our operations

may have to vary in each U.S.

jurisdiction where we do business to address the unique features of applicable law to ensure we remain

in compliance with that jurisdiction’s laws.

Our failure to adequately do so may have an adverse impact on our business, financial

condition, and results of operations.”

may determine or be required to secure licenses from regulatory authorities with jurisdiction over our operations in markets in which

we contemplate expansion.

Such licensure may impose additional obligations on us and our operations, which may include continuous disclosure

to, and investigation by, the applicable regulatory authority into the financial stability, integrity, and business experience of the

Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.

In markets in which we

have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements or conditions with which

we have not previously been required to comply, which may include locating technical infrastructure within the relevant territory, establishing

real-time data interfaces with the regulatory authority, implementing additional consumer protection and privacy measures, or additional

approvals or certifications of our technology, all of which may present operational challenges and material costs.

Certain stockholders

may be required to be licensed.

the extent that any stockholder, director, officer, or key employee is required to submit to required background checks and provide disclosure,

6 unchanged sentences

Further, we may be subject to disciplinary action

or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we (a) pay them

any dividend or interest upon our shares;

(b) allow them to exercise, directly or indirectly, any voting right conferred through

the shares they hold;

or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we (a) pay them any

dividend or interest upon our shares;

(b) allow them to exercise, directly or indirectly, any voting right conferred through the shares

or (d) if required, fail to

pursue all lawful efforts to require them to relinquish their shares.

or (d) if required, fail to pursue all lawful efforts

to require them to relinquish their shares.

our Charter provides that any of our securities held by a person or entity that is disqualified or unsuitable, as such terms are defined

7 unchanged sentences

we handle, collect, store, receive, transmit, and otherwise process certain personal information of our users, customers, and employees,

we are also subject to federal, state, and international laws related to the privacy and protection of such data.

Regulations such as

the General Data Protection Regulation of the European Union and the California Consumer Privacy Act could affect our business, and the

potential impact is still being determined.

Other states are considering similar laws, which could impact our business.

we are also subject to federal, state, and international laws and regulations related to the privacy and protection of such data.

such as the General Data Protection Regulation of the European Union put into effect in 2018 and the California Consumer Privacy Act,

could affect our business, and the potential impact is still being determined.

Other states are considering similar laws, which could

impact our business.

and Underage Gaming

are committed to compliance with the underage and responsible gambling requirements set forth in the domestic and international statutes

and regulations governing our operations.

We take our corporate responsibility to our users and the regulators with authority over our

business very seriously, and we are focused on maintaining a safe and responsible gaming environment.

We support and are members of the

National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive policy

and programs for all those affected by problem gaming.

We continue to evaluate and develop our technology to meet the statutory requirements

regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility.

are committed to compliance with the underage and responsible gambling requirements set forth in applicable domestic and international

statutes and regulations governing our operations.

We take our corporate responsibility to our users and the regulators with authority

over our business very seriously, and we are focused on maintaining a safe and responsible gaming environment.

We support and are members

of the National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive

policy and programs for all those affected by problem gaming.

We continue to evaluate and develop our technology to meet the statutory

requirements regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility.

jurisdictions and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons

under 18 years of age.

We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing

them from using our services.

We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them

from using our services.

jurisdictions, especially international jurisdictions, are imposing more stringent rules with regard to underage and responsible gambling.

This trend could continue to spread, and both U.S.

and international jurisdictions may strengthen underage and responsible gambling

requirements.

and international jurisdictions may strengthen underage and responsible gambling requirements.

intend to continue to develop a comprehensive internal compliance program, which will ensure compliance with legal requirements imposed

in connection with our activities and with legal requirements generally applicable to all publicly traded companies.

in connection with our activities and with legal requirements generally applicable to publicly traded companies.

While we are firmly

committed to full compliance with all applicable laws, we cannot ensure that our compliance program will prevent the violation of one

or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result in enforcement action,

the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have a material adverse effect

on us or on our results of operations, cash flow, or financial condition.

we do business in international jurisdictions, our operations are subject to anti-corruption laws and regulations, such as the U.S.

Corrupt Practices Act of 1977, the U.K.

Bribery Act of 2010 and other anti-corruption laws that may apply where

As we continue to expand globally, we are likely to be subject to additional laws and restrictions, which increases the risk

that we will inadvertently violate one of those laws or restrictions.

of December 31, 2021, we had seven members of the Board.

As of the date of this Amended Report, the size of the Board was decreased to

three members.

As of the date of this Amended Report, all members of the Board who served as members of the Board during the year ended

December 31, 2021 and the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and all principal executive officers who

served during the year ended December 31, 2021, and at the time of the Operational Cessation, have resigned from such positions.

As of the date of this Amended

Report, the Company has 9 non-furloughed employees who remain active in the efforts to restore Company operations.

committed to full compliance with all applicable laws and regulations, we cannot ensure that our compliance program will prevent the

violation of one or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result

in enforcement action, the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have

a material adverse effect on us or on our results of operations, cash flow, or financial condition.

we do business in international jurisdictions, our operations are subject to U.S.

and foreign anti-corruption laws and regulations such

Foreign Corrupt Practices Act of 1977, the U.K.

Bribery Act of 2010 and other anti-corruption laws that may apply where we

As we continue to expand globally, we are likely to become subject to additional laws and regulations and restrictions, which

increases the risk that we or one of our subsidiaries will inadvertently violate one of such laws or regulations.

members of the Board and all principal executive officers who served in such positions at the time of the Operational Cessation have

resigned from such positions and are no longer serving in any capacity with the Company or its subsidiaries.

Matthew McGahan is now

the sole director of Global Gaming and Gregory Potts was appointed to the boards of Juega Lotto and Aganar.

Corporate governance for Tinbu, LLC remains the same with AutoLotto, Inc.

being the sole managing member of the LLC.

of the date of this Amended Report, the Company has nine employees and 13 key contractors who remain active in the efforts

to restore Company operations.

rely on a combination of trademark, copyright, and trade secret protection laws in the U.S.

and other jurisdictions, as well as

confidentiality procedures and contractual provisions, to protect our intellectual property and our brand.

have been using the LOTTERY.COM trademark since 2017;

and other jurisdictions, as well as confidentiality

procedures and contractual provisions, to protect our intellectual property and our brand.

We have been using the LOTTERY.COM trademark since 2017;

in February 2021, the LOTTERY.COM logo was registered on the Supplemental Register

Patent and Trademark Office.

As of December 31, 2021, the registration of our LOTTERY.COM, AUTOLOTTO and SPORTS.COM word

As of December 31, 2022, the registrations of our LOTTERY.COM, AUTOLOTTO and SPORTS.COM word

marks and SPORTS.COM logo were pending with the U.S.

Patent and Trademark Office.

In March 2023, the U.S.

Patent and Trademark Office

denied the registration of the SPORTS.COM word mark and the appeal period has expired.

The registration of the SPORTS.COM logo has also

been denied and the Company is currently considering whether to appeal such denial.

We are also using and/or have common-law trademark

rights in the trademarks AUTOLOTTO, SPORTS.COM, and TAP TICKET.

We will continue to evaluate the filing of trademark applications

and internationally, as appropriate.

we did not own any patent applications or issued patents as of December 31, 2021, we will continue to evaluate our technology to determine

whether it is appropriate to file patent applications in the U.S.

rights in the trademarks AUTOLOTTO, SPORTS.COM, and “TAP, TAP, TICKET.” We will continue to evaluate the filing of trademark

applications in the U.S.

and select foreign markets, as appropriate.

we did not have any patent applications or own any issued patents as of December 31, 2023, we will continue to evaluate our technology

to determine whether it is appropriate to file patent applications in the U.S.

or internationally.

7 unchanged sentences

We may also face allegations that we have infringed

the intellectual property rights of third parties, including our competitors and non-practicing entities.

the intellectual property rights of third parties, including our competitors.

Internet address is www.lottery.com.

Our website and the information contained therein or linked thereto are not part of this Amended

Our website and the information contained therein or linked thereto are not part of this Amended Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business