What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-07-10 compared with 2025-04-21 · 1028 added, 814 removed, 685 unchanged (73% of the section changed)

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Board of Directors and Stockholders of

Sports Entertainment Gaming Global

on the Financial Statements

have audited the accompanying consolidated balance sheets of Lottery.Com Inc (the ‘Company’) as of December 31, 2024 and

2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity/ (deficit)

and cash flows for each of the two years in the period ended December 31, 2024 and 2023, and the related notes (collectively referred

to as the “financial statements”).

our opinion, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and

its cash flows for each of the two years in the period ended December 31, 2024 and 2023, in conformity with accounting principles generally

accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3, the Company suffered an accumulated deficit of $(263,694,287), net loss of $(28,709,075) and a negative working capital of

$(14,845,076).

The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities

to execute its plans and continue operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

have audited the accompanying consolidated balance sheets of Sports Entertainment Gaming Global Corporation (the ‘Company’) as of December 31, 2025 and

2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity/ (deficit)

and cash flows for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively

referred to as the “financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 2, the Company suffered an accumulated deficit of $(284,007,361),

net loss of $(20,805,067) and a negative working capital of $(19,019,072).

The Company is dependent on obtaining additional working capital

funding from the sale of equity and/or debt securities to execute its plans and continue operations.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

for Material Prepaid Advertising Credit

Company recorded a material prepaid asset related to advertising credits received from third-party vendors in exchange for the Company’s

of asset acquisition.

of the Matter

discussed in Note 3 to the financial statements, on July 23, 2025 the Company acquired a 51% interest in the assets of DotCom Ventures

Inc., through a share purchase agreement whereby the company issued 1,700,000 shares of its common stock valued at $3 per share prior

to the August 2025 reverse stock split.

The acquisition consists primarily of the Concerts.com and TicketStub.com domain names and

certain related technology assets .

Company evaluated the transaction under the applicable accounting guidance and concluded that the acquired set of assets did not meet

the definition of a business acquisition because there was no substantive process where a set of inputs could be converted into specific

outputs and there was no workforce consisting of employees or organized contractors in place for converting acquired inputs into outputs

as of December 31, 2025.

Accordingly, the transaction has been accounted for as an asset acquisition, with the purchase price allocated

to the acquired assets based on their relative fair values

identified the valuation of the asset and the adequacy of the accounting treatment applied by management as a critical audit matter because

this required a higher degree of auditor’s judgment and an increased extent of effort when performing audit procedures to evaluate

the reasonableness of management’s assumptions.

primary procedures we performed to address this critical audit matter included:

We reviewed and challenged the reasonableness of key management assumptions used in the estimate.

We reviewed the report of the independent valuation firm that performed the valuation of the intangible assets.

We evaluated whether the relative fair value allocation was consistent with observable market data and industry benchmarks.

We assessed the suitability of the market approach and Auction discount table used by the valuation specialist.

We obtained and reviewed the executed stock purchase agreements provided by management

We assessed whether management’s disclosures in Note 3 adequately described the basis for accounting as an asset acquisition rather than a business combination.

We re-performed the Screen test and framework evaluation of ASC 805 criteria to assess the appropriateness of the accounting treatment applied by management.

We performed data integrity procedures, including testing the accuracy of selected journal entries by agreeing them to approved supporting documentation.

for Material Prepaid Advertising Credits

Description of the Matter

Company recorded a material prepaid asset related to advertising credits received from third-party vendors in exchange for the Company’s

issuance of shares approximately seven years ago.

As of December 31, 2025, the prepaid asset remains substantially unutilized, with only

30% amortized through the income statement to date.

approximately 55% amortized through the income statement to date.

The remaining balance continues to be carried as a prepaid asset.

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and the lack of direct confirmation from the third-party vendors.

While the Company provided internal documentations, including historical

agreements, email correspondences, and written representations from management, the audit team exercised significant judgment in evaluating

While the Company provided internal documentation, including historical

agreements, email correspondence, and written representations from management, the audit team exercised significant judgment in evaluating

the recoverability of the asset and whether sufficient appropriate audit evidence existed to support its continued recognition.

procedures included, among others:

obtained and reviewed the original transactions documentation and correspondence between the parties,

evaluated the consistency of management’s position, reviewed legal representations

and opinions regarding enforceability.

considered whether the asset remained probable of being realized in future periods.

proposed an allowance of 25% to the income statement

reviewed the journal entry posting, recalculated the prepayment amortization schedule and

credit balance on the advertising agreements

also evaluated the adequacy of the Company’s disclosures related to this prepaid balance

discussed in Note 4 to the financial statements, the company recognized Goodwill, Trade Name, Customers Relationship and Developed Technology

assets related to the acquisition of a subsidiary S&MI Ltd, through a share purchase agreement, and became a wholly owned subsidiary

of Lottery.com Inc.

Determination of the cost of the intangible assets and goodwill, the method as well as the rate of the amortization

requires the use of significant judgement and estimates.

An independent third-party valuation firm was utilized and worked with management

to evaluate key components and significant data inputs which were utilized in performing the analysis.

The valuation firm also provided

guidance to Management about best practices with respect to useful lives of various types of intangible assets.

primary procedures we performed to address this critical audit matter included:

reviewed and challenged the reasonableness of key management assumptions used for the estimate.

reviewed the report of the independent valuation firm that perform the valuation of the intangible

assessed the suitability of the method used by the expert in valuation of the assets.

evaluated the reasonableness of the valuation methodology and discount rate

performed data integrity check including accuracy of sample journal entries by checking them

to approved supporting documents.

We obtained and reviewed the original transactions documentation and correspondence between the parties.

We considered the guidance under ASC 340 (Other Assets and Deferred Costs) in evaluating whether continued recognition of the prepaid balance was appropriate.

We evaluated the consistency of management’s position, reviewed legal representations and opinions regarding enforceability.

We assessed whether management’s representations were corroborated by external evidence, including legal opinions on enforceability of the advertising agreements.

We considered whether the asset remained probable of being realized in future periods.

We considered whether partial impairment was necessary to reflect recoverability risk, and whether disclosure in Note 6 adequately described the uncertainty.

We proposed an additional allowance of 30% to the income statement which is included in the approximately 55% described above.

We reviewed the journal entry posting, recalculated the prepayment amortization schedule and remaining credit balance on the advertising agreements

We evaluated whether the Company’s disclosures in Note 6 met SEC Regulation S-X and PCAOB requirements related to this prepaid balance.

Boladale Lawal

have served as the Company’s auditor since 2024.

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2025

December 31, 2024

Current assets:

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Long-term liabilities:

Convertible debt, net - noncurrent

Other long-term liabilities

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Total liabilities

Controlling Interest

Equity Controlling

Stockholders’ Equity

Preferred Stock, par value $ 0.001 , 1,000,000 shares authorized, none issued and outstanding

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( 263,468,728 )

Total Lottery.com Inc.

stockholders’ equity

Total SEGG Media stockholders’ equity

Noncontrolling interest

Total Stockholders Equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these restated consolidated financial statements.

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years Ended December 31,

(As Restated)

Cost of revenue

Gross profit (loss)

Operating expenses:

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( 17,867,883 )

( 18,269,435 )

Other expenses

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Other expense

Reserve for loss of prepaid advertising

Reserve allowance for prepaid advertising credits

Loss on impairment of intangibles & goodwill

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( 20,788,252 )

Income tax expense (benefit) check 2022 may need reclass 23,364

( 28,682,760 )

Income tax expense (benefit)

( 20,805,067 )

( 28,709,075 )

Other comprehensive loss

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Net income (loss) attributable to noncontrolling interest

Net loss attributable to Lottery.com Inc.

Net loss attributable to SEGG Media

$ ( 20,303,608 )

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accompanying notes are an integral part of these restated consolidated financial statements.

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

STATEMENTS OF EQUITY

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Comprehensive

AutoLotto Inc.

Stockholders’

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Stockholders’

Balance as of December 31, 2022

as of December 31, 2023

( 235,132,590 )

Stock based compensation

Prior period adjustments to Accumulated Deficit

Other comprehensive loss

based compensation

issued for Acquisition of Subsidiary

issued to convert debt to equity

to retire debt

of Stock Options

issued for Commitment fee, Stock Purchase Agreement

issued in lieu of cash

comprehensive loss

( 28,221,605 )

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( 28,391,651 )

Balance as of December 31, 2023

as of December 31, 2024

$ 283,929,927

$ ( 263,468,728 )

Stock based compensation

Stock issued for acquisition of subsidiary

Stock issued for conversion of debt to equity

Exercise of Stock Options

Warrants issued to retire debt

$ 283,929,927

$ ( 263,468,728 )

issued for asset acquisition

of debt to equity

issued under Stock Purchase Agreement

issued in lieu of cash

Stock issued for Commitment fee, Stock Purchase Agreement

Stock issued in lieu of cash payments

Other comprehensive loss

period adjustment

( 1,360,138 )

( 1,595,163 )

comprehensive loss

( 20,303,608 )

Balance as of December 31, 2024

( 20,303,608 )

( 20,524,577 )

as of December 31, 2025

( 284,007,361 )

accompanying notes are an integral part of these restated consolidated financial statements.

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

STATEMENTS OF CASH FLOWS

Years Ended December 31,

Cash flow from operating activities

Net loss attributable to Lottery.com Inc.

Ended December 31,

from operating activities

Net loss attributable

to SEGG Media

$ ( 20,303,608 )

$ ( 28,221,605 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) attributable to noncontrolling interest

Adjustments to reconcile net

loss to net cash used in operating activities:

Net income (loss) attributable

to noncontrolling interest

Depreciation and amortization

Stock based compensation expense

Stock issued in lieu of cash payments

Stock issued for commit fee, stock purchase agreement

Warrants issued to retire debt

Loss on impairment of goodwill and intangibles

Stock issued in lieu of cash

Stock issued for commitment fee,

stock purchase agreement

Warrants issued to retire

Loss on impairment of goodwill

and intangibles

Changes in assets & liabilities:

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Prepaid expenses

Notes Receivable

Other current assets

Other long term assets

( 3,911,862 )

Trade payables

Deferred revenue

Accrued interest

Accrued and other expenses

Other liabilities

Liability for acquisition of subsidiary

Other long-term liabilities

Prior period adjustments to Accumulated Deficit

Net cash used by operating activities

Cash flow from investing activities

Purchases of property and equipment

Investment in goodwill and intangibles

Net cash used in investing activities

Cash flow from financing activities

Proceeds (Payments) from loans from execs

Proceeds (Payments) from convertible

notes payable

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net change in net cash and restricted cash

Cash and restricted cash at beginning of period

Cash and restricted cash at end of period

( 1,849,642 )

Liability for acquisition

of subsidiary

cash used by operating activities

( 3,430,421 )

( 1,879,769 )

from investing activities

Payments made as deposits for acquisitions

( 2,816,849 )

in subsidiaries, net

( 1,549,184 )

from collection of note receivable

cash used in investing activities

( 2,566,849 )

( 1,549,184 )

from financing activities

Accrued Interest

Proceeds (Payments) from stock purchase agreement

Proceeds (Payments) from loans from execs and key consultants

Proceeds (Payments) from convertible notes payable

cash provided by financing activities

Effect of exchange rate changes

Net change in net cash and

restricted cash

Cash and restricted cash at

beginning of period

and restricted cash at end of period

Supplemental Disclosure of Cash Flow Information:

Interest paid in cash

Taxes paid in cash

Franchise taxes paid in cash

Supplemental non-cash Operating, Investing, and Financing activities:

stock issued for investing and financing activities

stock issued from conversion of convertible debt

made via issuance of common stock in lieu of cash

accompanying notes are an integral part of these restated consolidated financial statements.

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of Operations

During fiscal year 2024,

the Company continued to address legacy issues while identifying and securing partnerships along with completing key acquisitions in

order to stage Lottery.com for growth in fiscal year 2025.

The cornerstone of the Company’s operational progress for fiscal year 2025 will be driven

by technology, M&A, the monetization of Sports.com and product and service and capability enhancements.

(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.

During fiscal year 2025 and into fiscal year 2026, the Company has transitioned from a period of operational disruption

and restructuring to a renewed focus on execution, revenue generation, and scalable growth.

The Company ’s

strategy is centered on the development and monetization of a multi-vertical platform at the intersection of sports, entertainment, and

gaming, supported by targeted acquisitions, proprietary technology, and international expansion initiatives.

Entertainment Gaming Global Corporation (formerly Lottery.com Inc., and prior to that Trident Acquisitions Corp.) is a Delaware corporation

formed on March 17, 2016.

On October 29, 2021, the Company consummated a 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.

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

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 ” );

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

of the Platform to enable commercial partners in permitted U.S.

and international jurisdictions to purchase certain legally operated

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

delivering global lottery data, such as winning numbers and results, and sports data, such as scores and statistics, to commercial digital

subscribers and provide access to other proprietary, anonymized transaction data pursuant to multi-year contracts (“Data Service”).

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

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.

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.

(“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.

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

pay certain existing obligations, including its payroll and related obligations and effectively ceased its operations furloughing certain

employees effective July 29, 2022 (the “Operational Cessation”).

Subsequently, the Company has had minimal day-to-day operations

and has primarily focused its operations on restarting certain aspects of its core businesses (the “Plans for Recommencement of

Company Operations”).

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.

On September 1, 2024, the

Company completed the acquisition of S&MI Ltd.

Finalizing this acquisition is the foundation for the monetization of Sports.com.

In 2024, the Company launched the Sport.com app providing users around the world with access to curated sports content.

Additionally,

the Company partnered with BOXXER to stream two live championship boxing matches to sports fans in multiple African nations.

which became its primary operating subsidiary.

January 2026, the Company changed its name to Sports Entertainment Gaming Global Corporation to reflect its transition to a diversified,

technology-enabled platform operating at the intersection of sports, entertainment, and gaming.

strategy is focused on building and monetizing a portfolio of digital platforms, media assets, and operating businesses through disciplined

capital allocation, targeted acquisitions, and scalable technology infrastructure.

History and Transformation

July 2022, the Company ceased substantially all operations due to liquidity constraints (the “Operational Cessation”).

that time, the Company has executed a structured turnaround, including leadership changes, financial remediation, and the re-establishment

of core operations.

in 2023 and accelerating through 2024 and 2025, the Company transitioned from restructuring to execution, with a focus on revenue generation,

capital discipline, and platform expansion.

The Company has prioritized initiatives that are either revenue-generating or have a clear

path to near-term monetization.

and Content Platforms

Company’s primary growth engine is its sports media platform, including Sports.com.

Launched in 2024, Sports.com is designed to

deliver global sports content, live event streaming, and audience engagement at scale.

acquisition of Sports.com Media provided a foundation for the continued development and monetization of Sports.com, including opportunities

across advertising, sponsorship, content distribution, and strategic partnerships.

The Company has begun expanding its international

footprint through live event streaming and targeted market entry initiatives.

Company’s broader media strategy also includes the development and monetization of entertainment-focused digital assets, including

Concerts.com, which is intended to expand the Company’s reach into live entertainment, music content, and related experiences.

These initiatives are designed to complement the Company’s sports media platform by increasing total addressable audience, diversifying

content offerings, and creating additional monetization opportunities across advertising, sponsorship, and ticketing-related services.

While these platforms are in earlier stages of development relative to Sports.com, management believes they represent a natural extension

of the Company’s integrated media and engagement strategy.

and Gaming Services

Company continues to operate its legacy lottery and gaming platform, which enables the remote purchase of legally sanctioned lottery

games in permitted jurisdictions.

While this segment remains operational, it is no longer the primary driver of the Company’s growth

The current offering is a B2C Platform providing direct-to-consumer lottery services via mobile and web applications in Mexico.

Technology and Digital Services

Company delivers proprietary data and technology solutions, including data feeds, live and curated sports content, analytics, and

API-driven services.

These capabilities support both internal platforms and third-party customers under contractual

arrangements.

Company’s technology stack is a core asset that enables scalability across its media, gaming, and data-driven initiatives.

Company’s growth strategy is supported by a disciplined acquisition program focused on assets that:

or are expected to generate near-term revenue;

audience reach and engagement;

the Company’s technology and content capabilities;

overall enterprise value.

Company prioritizes transactions that can be funded through existing capital resources or that are expected to improve the balance sheet

and reduce reliance on dilutive financing.

and Market Opportunity

Company’s revenue model is derived from a combination of transactional sales of gaming and event tickets, subscriptions, data licensing, advertising,

sponsorship, and content monetization streams across its platforms.

believes that the Company’s integrated model positions it to participate in large and growing global markets, including digital

sports media, gaming, and data services.

The Company’s strategy is to leverage its platforms and acquisitions to aggregate audiences

and increase engagement, which in turn supports the expansion of monetization opportunities across multiple revenue channels.

the Company scales its audience reach and platform capabilities, it expects to enhance revenue per user and expand margins through increased

operating leverage, cross-platform integration, and the introduction of additional monetization features.

The Company’s ability

to execute on this strategy will depend on a number of factors, including successful integration of acquisitions, continued platform

development, regulatory conditions, and overall market adoption.

Regulatory Environment

The Company operates in regulated industries,

particularly within lottery and gaming, and is subject to applicable laws in each jurisdiction in which it operates.

In addition, the

Company is subject to regulations relating to data privacy, consumer protection, digital content, and information security.

The Company is focused on scaling its platform

● Expansion of its sports media and content ecosystem;

● Monetization of audience and engagement across digital channels;

● Continued execution of targeted, revenue-focused acquisitions;

● Strategic expansion into international markets.

Management believes that the combination of

media, gaming, and data-driven capabilities positions the Company to capture opportunities across large and growing global markets

Significant Accounting Policies

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statements are issued.

connection with the Company’s 2022 Operational Cessation, the Company has experienced recurring net losses and negative cash

flows from operations and has on a consolidated basis an accumulated deficit of approximately $258.9

In connection with the

Company’s 2022 Operational Cessation, the Company has experienced recurring net losses and negative cash flows from operations

and has on a consolidated basis an accumulated deficit of approximately $ 284

million and working capital of approximately negative $ 19.0

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For the year ending December 31, 2025, the Company sustained a net loss of $ 20.8

The Company sustained a loss from operations of $18.2

million and $17.7

million for the years ending December 31, 2024 and 2023, respectively.

Subsequently, the Company sustained additional

operating losses and anticipates additional operating losses for the next twelve months.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

The Company sustained a loss from operations of $ 17.9 million

and $ 18.3 million for the years

ending December 31, 2025 and 2024, respectively.

Subsequently, the Company sustained additional operating losses and anticipates

additional operating losses for the next twelve months.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

Company has historically funded its activities almost exclusively from debt and equity financing.

Management’s plans in order to

meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock

offerings, and issuances of debt and convertible debt.

Although Management believes that it will be able to continue to raise funds by

sale of its securities to provide the additional cash needed to meet the Company’s obligations as they become due beginning with

a loan agreement the Company entered into with United Capital Investments Ltd.

(“UCIL”) on July 21, 2023, the Plans for Recommencement

of Company Operations to require substantial funds to implement and there is no assurance that the Company will be able to continue raising

the required capital.

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.

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 or by issuing convertible debt obligations to provide the additional cash needed to meet the

Company’s obligations as they become due.

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 plans for the launch of its new business initiatives, the successful monetization of

Sports.com, supporting legacy operations, 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.

of Trident Acquisition Corp.

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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.

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.

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.

interest represents the proportionate ownership of Aganar and JuegaLotto held by minority members and

reflects their capital investments as well as their proportionate interest in subsidiary losses and other changes in members’

equity, including translation adjustments.

Operating segments are defined as components

of an enterprise for which discrete financial information is available and is regularly reviewed by the Company’s chief operating

decision maker (“CODM”) to allocate resources and assess performance in accordance with ASC 280 – Segment Reporting .

We determined that our Chief Financial Officer is the Chief Operating Decision Maker

Historically, the Company operated as a single-reporting

unit focused on its lottery and gaming platform, and its organizational structure, internal reporting systems, and resource allocation

processes were aligned accordingly.

As a result, the Company previously operated as one operating and reportable segment.

Following the Company’s strategic transformation

and expansion into a broader sports, entertainment, and gaming ecosystem, including the development and monetization of Sports.com and

related media, technology, and experiential assets, the Company is in the process of evolving its internal reporting structure to reflect

these distinct business activities.

As of the reporting date, the CODM continues to evaluate

financial performance and allocate resources on a consolidated basis;

however, management is actively assessing whether the Company’s

emerging business lines—principally gaming, sports media, and entertainment—meet the criteria for separate operating and reportable

segments under ASC 280.

The Company expects that, as these business verticals continue to scale

and discrete financial information becomes more routinely reviewed by the CODM, it may present disaggregated segment information in future

Concentration

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instruments that are potentially subject to concentrations of credit risk are primarily cash.

Cash holdings are placed with major financial

institutions deemed to be of high-credit-quality in order to limit credit exposure.

The Company maintains deposits and certificates of

deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts

which are not FDIC insured.

In addition, deposits aggregating approximately $13,356 at April 10,

2024 are held in foreign banks.

Management believes the risk of loss in connection with these accounts is minimal.

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 $ 315,159

at June 29, 2026 are held in foreign banks.

Management believes the risk of loss in connection with these accounts is

preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets,

8 unchanged sentences

and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S.

Dollars are translated

translated into U.S.

Dollars using year-end exchange rates.

Sales, costs and expenses are translated at the average exchange rates in effect during

Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss).

Sales, costs and expenses are translated at the average exchange rates

in effect during the year.

For Global Gaming, translations are from Mexican Pesos [MXN] to U.S.

For Sports.com Media translations

are from British Pounds [GBP] to U.S.

Foreign currency translation gains and losses are included as a component of

accumulated other comprehensive income (loss).

and Restricted Cash

of December 31, 2024 and 2023, cash was comprised of cash deposits, and deposits with some banks exceeded federally insured limits with

the majority of cash held in one financial institution.

Management believes all financial institutions holding its cash are of high credit

quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking

relationships.

of December 31, 2025 and 2024, cash was comprised of cash deposits, and there were no deposits with banks which exceeded federally

insured limits with the majority of cash for the parent company 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.

Company had no marketable securities as of December 31, 2025 and December 31, 2024.

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In the fall of 2024, the

Company completed a project whereby certain older items in accounts receivable for the TinBu subsidiary were offset against the allowance for

uncollectible receivables, resulting in a reduction in the number of individual items in accounts receivable which were aged greater

Company completed a project whereby certain older items in accounts receivable for the TinBu subsidiary were offset against the allowance

for uncollectible receivables, resulting in a reduction in the number of individual items in accounts receivable which were aged greater

than 90 days and the total amount for them.

At the completion of this project, the balance in the allowance for uncollectible receivables was

At the end of 2024 the Company increased the allowance for uncollectible receivables by $10,984 .

At December 31, 2024 the allowance for uncollectible receivables was $33,000

whereas, before the project described above, it was $94,270

at December 31, 2023.

Prepaid expenses consist of payments made on contractual obligations for

services to be consumed in future periods.

The Company entered into an agreement with two third parties 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 parties.

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 of prepaid advertising credits in future periods.

For the period ending December 31, 2024, the Company determined that approximately an

additional $4,745,000 of prepaid advertising credits purchased during 2017 and 2018 may not be able to be fully utilized.

the Company decreased prepaid expenses by $4,745,000 and increased its reserve for loss of prepaid advertising credits by $4,745,000.

At the completion of this project, the balance in the allowance for uncollectible receivables

on December 31, 2024.

In the Fall of 2025, the Company

completed a similar project and offset older items in accounts receivable for the TinBu subsidiary against the allowance for

uncollectible receivables.

Approximately $ 55,000 representing individual items aged greater than 90 days was written-off against the

allowance leaving approximately $ 8,000 aged greater than 90 days in accounts receivable and reducing the allowance for uncollectable

receivables to zero .

At December 31, 2025 the allowance for uncollectible receivables was $ 0 whereas, it was $ 33,000 at December 31,

Expenses for Advertising Credits

expenses consist of payments made on contractual obligations for services to be consumed in future periods.

The Company entered into

an agreement with two third parties 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

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

of prepaid advertising credits in future periods.

For the period ending December 31, 2025, the Company determined that an estimated

of prepaid advertising credits purchased during 2017 and 2018 may not be able to be fully utilized.

As a result, the Company

decreased prepaid expenses by $ 5,688,000

and increased its reserve for loss of prepaid advertising credits by $ 5,688,000

for the year ended December 31, 2025.

Similarly, for the period ending December 31, 2024, the Company determined that

approximately an estimated additional $ 4,745,000

of prepaid advertising credits purchased during 2017 and 2018 might not be able to be fully utilized.

As a result, the Company

decreased prepaid expenses by $ 4,745,000

and increased its reserve for loss of prepaid advertising credits by $ 4,745,000 for the year ended December 31, 2024 .

Prepaid expenses are included in current assets on the consolidated balance sheets.

The Company had total remaining prepaid expenses of $14,449,333

and $19,020,159 for the years ended December 31, 2024 and 2023, respectively.

The Company had total remaining prepaid expenses

of $ 8,634,275

and $ 14,449,333

for the years ended December 31, 2025 and 2024, respectively.

August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third-party business development partner representing

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of property and equipment is computed using the straight-line method over the following estimated useful lives:

of Depreciation of Property and Equipment

and equipment

Schedule of Depreciation of Property and Equipment

Computers and equipment

Furniture and fixtures

assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities

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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

the lottery game is delivered to the user of the B2C, therefore, are recognized at

a point in time.

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the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being

associated revenue

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.

with multiple performance obligations

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by us from a customer, are excluded from revenue.

of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional

expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares;

and (ii) payment processing

fees on user fees, including chargebacks imposed on the Company.

Other non-variable costs included in cost of revenue include affiliate

marketing credits acquired on a per-contract basis.

Cost of revenue consists primarily of payments to lottery providers and partners, data acquisition costs, content

and media production expenses, platform and transaction processing fees, and affiliate commissions.

Costs are recognized as incurred and

are matched to the period in which the related revenue is recognized.

Certain costs, such as revenue share arrangements, are recognized

concurrently with the associated revenue.

October 1, 2019, the Company adopted ASU 2018-07, Compensation - “Stock Compensation (Topic 718):

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over the estimated service period (generally the vesting period) on the straight-line attribute method.

costs are charged to operations when incurred.

Advertising costs for the years ended December 31, 2024 and 2023 were approximately $ 104,000

and $377,000 respectively.

Advertising Costs

Advertising costs are charged to operations when incurred.

Advertising costs for the years ended December 31, 2025 and 2024 were approximately $ 1,248,000 and $ 104,000 respectively .

both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

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In making these assumptions and estimates, management relies on historical market data.

Accounting Pronouncements

Recently Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which

requires enhanced disclosures regarding significant segment expenses and other segment items for entities that report segment information

under ASC 280.

The amendments do not change the definition of a segment, the method for determining reportable segments, or the criteria

for aggregating operating segments.

The Company adopted ASU 2023-07 effective January 1, 2024 for annual reporting purposes.

did not have a material impact on the Company’s consolidated financial statements but required expanded segment disclosures.

June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments , which requires expected credit losses on financial assets held at the reporting date to be measured based on historical

experience, current conditions, and reasonable and supportable forecasts.

The Company adopted ASU 2016-13 effective January 1, 2023.

The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Accounting Pronouncements Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of the new standard.

November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures,” to enhance disclosures for significant segment expenses for all public entities required to report segment

information in accordance with ASC 280.

The standard did not change the definition of a segment, the method for determining segments

or the criteria for aggregating operating segments into reportable segments.

The amendments are effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Retrospective adoption is required

for all prior periods presented in the financial statements.

The Company adopted the standard effective January 1, 2024.

Company adopted the amendment effective January 1, 2024 for annual reporting purpose.

The adoption did not have a material impact to

the Company’s financial statements or disclosures.

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326) :

Measurement of Credit Losses

on Financial Instruments (“ASU 2016-13”).

ASU 2016-13 requires the measurement of all expected credit losses for financial

assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

of ASU 2016-13 will require the Company to use forward-looking information to formulate its credit loss estimates.

ASU 2016-13 is effective

for annual reporting periods beginning after December 15, 2022, and early adoption is permitted.

The Company adopted the standard effective

January 1, 2023.

The adoption did not have a material impact to the Company’s financial statements

or disclosures.

Improvements to Income Tax Disclosures , which requires enhanced

income tax disclosures, including additional information in the effective tax rate reconciliation and expanded disclosures of income

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is

currently evaluating the effect of adopting this standard on its consolidated financial statement disclosures.

Business Combination

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Gaming Acquisition

June 30, 2021, the Company completed its acquisition of 100 percent of equity of Global Gaming Enterprises, Inc., a Delaware corporation

(“Global Gaming”), which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V.

and JuegaLotto, S.A.

June 30, 2021, the Company completed its acquisition of 100

percent of the equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80 %

of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V.

(“Aganar”) and JuegaLotto, S.A.

(“JuegaLotto”).

JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction

over the ability to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games

of chance in other countries throughout Latin America.

Aganar has been operating in the licensed Lottery market in Mexico since 2007

and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally

approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico under the brand

name Capalli.

The opening balance of the acquirees have been included in our consolidated balance sheet since the date of the acquisition.

Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was

used to translate the balances.

JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction over the ability

to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in

other countries throughout Latin America.

Aganar has been operating in the licensed Lottery market in Mexico since 2007 and is

licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a

federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico

under the brand name Capalli.

The opening balance of the acquirees have been included in our consolidated balance sheet since the

date of the acquisition.

Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848

pesos per dollar was used to translate the balances.

net purchase price was allocated to the assets and liabilities acquired as per the table below.

3 unchanged sentences

acquired intangible assets were determined using Level 3 inputs which were not observable in the market.

total purchase price of $10,989,691, consisting of cash of $10,530,000 and 687,439 shares of common stock of AutoLotto at $0.67 per share.

The total consideration transferred was approximately $10,055,214, reflecting the purchase price, net of cash on hand at Global Gaming

and the principal amount of certain loans acquired.

The purchase price is for an 80% ownership interest and is therefore grossed up to

$13,215,842 to reflect the 20% minority interest in the acquirees.

The purchase price was allocated to the identified tangible and intangible

assets acquired based on their estimated fair values at the acquisition date as follows:

of Identified Tangible and Intangible Asset Acquired

total purchase price of $ 10,989,691 ,

consisting of cash of $ 10,530,000

shares of common stock of AutoLotto at $ 0.67

per share or 3,437 at $ 134.00 reflective of subsequent reverse stock splits.

The total consideration transferred was approximately $ 10,055,214 ,

reflecting the purchase price, net of cash on hand at Global Gaming and the principal amount of certain loans acquired.

price is for an 80 %

ownership interest and is therefore grossed up to $ 13,215,842

to reflect the 20 %

minority interest in the acquirees.

The purchase price was allocated to the identified tangible and intangible assets acquired based

on their estimated fair values at the acquisition date as follows:

Schedule of Identified Tangible and Intangible Asset Acquired

Accounts receivable, net

Accounts receivable - Other

Property and equipment, net

Other assets, net

Other Receivables

Intangible assets

Accounts payable and other liabilities

Director’s Loan

$ ( 387,484 )

Customer deposits

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Total liabilities

$ ( 939,208 )

Total net assets of Acquirees

3 unchanged sentences

are details of the purchase price allocated to the intangible assets acquired.

of Intangible Assets Acquired

Schedule of Intangible Assets Acquired

Customer relationships

2 unchanged sentences

Total Intangibles

Ltd Acquisition

September 1, 2024, the Company finalized an agreement for the acquisition of S&MI, Ltd.

with its shareholders (the “Share Purchase

and Sale Agreement”), wherein the Purchase Price is the total equivalent One Million Dollars USD ($1,000,000.00) in restricted

stock units of common shares in the Company.

(the “Payment-In-Kind”) fixed at Three Dollars USD ($3.00) per share (the “Fixed

Purchase Price is to be paid out over five payments on the following schedule :

The first payment of $150,000 in

restricted common stock (50,000 shares) of the Company is due and payable on September 1, 2024 (the “Completion Date” and

the “First Issuance Date”.).

The remaining payments in restricted common stock to the shareholders of S&MI Ltd.

Company will be made as follows:

(i) a second payment of $212,500 (70,833 shares) due on or before the 31 st day following

ninety days after the Completion Date (the Second Issuance Date”);

(ii) a third payment, of $212,500 (70,833 shares) due on or

before the 31 st day following ninety days after the Second Issuance Date (the Third Issuance Date”);

(iii) a fourth

payment of $212,500 (70,833 shares) due on or before the 31 st day following ninety days after the Third Issuance Date (the

“Fourth Issuance Date”);

and (vi) a final and fifth payment of $212,500 (70,834 shares) due on or before the 31 st

day following ninety days after the Fourth Issuance Date.

the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of S&MI,

is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary

which was renamed Sports.com Media

Services Ltd.

on September 12, 2024 and subsequently renamed Sports.com Media Group Ltd.

on February 17, 2025 (“Sports.com

The agreement with Sports.com Media shareholders (the “Share Purchase and Sale Agreement”), wherein the Purchase Price

was the total equivalent One Million Dollars USD ($ 1,000,000.00 )

in restricted stock units of common shares in the Company.

(the “Payment-In-Kind”) fixed at Thirty Dollars USD ($ 30.00 )

per share (the “Fixed Price”) post August 28, 2025 reverse stock split.

The Purchase Price was to be paid out over five

payments on the following schedule :

The first payment of $ 150,000

in restricted common stock ( 50,000

shares) of the Company is due and payable on September 1, 2024 (the “Completion Date” and the “First Issuance

The remaining payments in restricted common stock to the shareholders of Sports.com Media by the Company were made as

(i) a second payment of $ 212,500

shares) due on or before the 31 st day following ninety days after the Completion Date (the Second Issuance Date”);

(ii) a third payment, of $ 212,500

shares) due on or before the 31 st day following ninety days after the Second Issuance Date (the Third Issuance

(iii) a fourth payment of $ 212,500

shares) due on or before the 31 st day following ninety days after the Third Issuance Date (the “Fourth Issuance

and (vi) a final and fifth payment of $ 212,500

shares) due on or before the 31 st day following ninety days after the Fourth Issuance Date.

the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of Sports.com Media is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary

Issuance Price”), then the Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”)

of the common stock for the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance

Accordingly, the Company shall be obligated to tender to the shareholders of S&MI, Ltd.

additional restricted stock units of

Accordingly, the Company shall be obligated to tender to the shareholders of Sports.com Media additional restricted stock units of

common shares of the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price.

The opening balance of S&MI Ltd has

been included in our consolidated balance sheet since the date of the acquisition.

Since the S&MI Ltd’s financial statements

were denominated in British Pounds, the exchange rate of 1.3141 pounds per dollar was used to translate the balances.

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 the valuation analysis performed by a third-party valuation firm.

opening balance of Sports.com Media has been included in our consolidated balance sheet since the date of the acquisition.

Since the Sports.com Media’s financial statements were denominated in British Pounds, the exchange rate of 1.3141 pounds per dollar was used to translate

the balances.

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 the valuation analysis performed by a third-party valuation firm.

total purchase price of $ 1,000,000

1 unchanged sentence

shares of common stock at $ 30.00

The total consideration transferred after net assets

and assumption of long-term debt was approximately $440,000, reflecting the purchase price, net of cash on hand at S&MI Ltd and the

principal amount of certain loans assumed by the Company.

per share after the August 28, 2025 reverse split.

The total consideration transferred after net assets and assumption of long-term debt was approximately $ 440,000 ,

reflecting the purchase price, net of cash on hand at Sports.com Media and the principal amount of certain loans assumed by the Company.

The purchase price is for a 100 %

ownership interest.

The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated

fair values at the acquisition date as follows:

of Identified Tangible and Intangible Asset Acquired

The purchase price was allocated to the identified tangible and intangible assets acquired based on their

estimated fair values at the acquisition date as follows:

Schedule of Identified Tangible and Intangible Asset Acquired

Accounts receivable, net

2 unchanged sentences

Accounts payable and other liabilities

$ ( 175,543 )

Director’s Loan

Total liabilities

$ ( 734,175 )

Total net assets of Acquirees

Asset Acquisition- PlusEVO Ltd.

and Spektrum Ltd.

6, 2025, the Company entered into a Stock Purchase and Sale Agreement to acquire certain assets from PlusEVO Ltd.

and to create a new

entity, Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming operations.

purchase price for the asset acquisition was $ 1.5

million, payable in 50,000

shares of the Company’s restricted common stock at a fixed price of $ 30.00

The shares are to be issued in five installments over a 30-month period following closing, subject to specified vesting

and restriction terms.

The agreement includes a price protection feature under which additional shares may be issued if the

Company’s stock price is below the fixed price at certain measurement dates.

Asset Acquisition - DotCom

Ventures Inc.

(August 2025)

July 23, 2025 the Company acquired a 51 %

interest in the assets of DotCom Ventures Inc., consisting primarily of the Concerts.com and TicketStub.com domain names and certain

related technology assets.

The Company evaluated the transaction under the applicable accounting guidance and concluded that the

acquired set of assets did not meet the definition of a business because there was no substantive process where a set

of inputs could be converted into specific outputs and there was no workforce consisting of employees or organized

contractors in place for converting acquired inputs into outputs as of December 31, 2025.

Accordingly, the transaction has been

accounted for as an asset acquisition, with the purchase price allocated to the acquired assets based on their relative fair values.

As of December 31, 2025, the acquired assets are included within intangible assets on the accompanying consolidated balance sheet.

The Company expects this transaction to change to controlling interest in the first quarter of 2026 when a workforce and substantive

process will be in place.

Property and Equipment, net

and equipment, net as of December 31, 2024 and 2023, consisted of the following:

of Property and Equipment

Property and equipment, net as of December 31,

2025 and 2024, consisted of the following:

Schedule of Property and Equipment

December 31, 2025

December 31, 2024

Computers and equipment

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Accumulated depreciation

( 2,158,879 )

( 2,154,887 )

Property and equipment, net

expense for the years ended December 31, 2024 and 2023 amounted to $9,185 and $90,744,

respectively.

expense for the years ended December 31, 2025 and 2024 amounted to $ 4,241 and $ 9,185 , respectively.

Prepaid Expenses

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The balance can be utilized at any time at the mutual consent of the parties.

The Company expects to begin

utilizing these credits in the second quarter of 2025 and anticipates fully utilizing all of them by the end of 202 5.

they are presented as current assets.

The Company expects to begin utilizing these credits in

the third quarter of 2026.

Accordingly, they are presented as current assets.

Notes Receivable

March 22, 2022, the Company entered into a three-year 3 secured promissory note agreement with a principal amount of $2,000,000.

bears simple interest at the rate of approximately 3.1% annually, due upon maturity of the note.

The note is secured by all assets, accounts,

and tangible and intangible property of the borrower and can be prepaid any time prior to its maturity date.

Note Receivable

March 22, 2022, the Company entered into a three-year secured promissory note with an original carrying amount of $ 2,000,000 .

bears simple interest at approximately 3.1 % per annum, with principal and accrued interest due upon maturity.

The note is secured by

substantially all assets, accounts, and tangible and intangible property of the borrower and is further supported by a personal guarantee

from the borrower’s principal.

The borrower may prepay the note at any time without penalty.

note was received in consideration for cash advanced by the Company to the borrower, including a previously funded bridge loan, and in

connection with a broader technology development and licensing relationship under which the Company agreed to develop technology for

use by the borrower in connection with the launch of an online gaming platform in a jurisdiction outside the United States.

As of December

the entire $2,000,000 in principle was outstanding.

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

On October 5, 2021, the Company

provided $250,000

31, 2025, the outstanding principal balance of the note was $ 2,000,000 .

note matured during 2025 and remained outstanding as of December 31, 2025.

Management evaluated the collectability of the note in accordance

with ASC 326, including consideration of the Company’s security interests, the personal guarantee, and the contractual enforcement

rights available under the related agreements.

Based on this evaluation, management concluded that the recorded carrying amount of the

note remains recoverable as of December 31, 2025.

Global Holdings

On October 5, 2021, the Company provided

$ 250,000 to SP Global Holdings in exchange for a 3 year promissory note with interest at 8 %.

Principal and accrued interest are due in a balloon payment

Principal and accrued interest were due in

a balloon payment at maturity.

The note was repaid in March 2025.

Write-Off of Goodwill and Intangibles

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 might indicate the impairment of its long-lived assets, goodwill and other indefinite-lived

intangible assets.

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.

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

million for the TinBu reporting unit

million for the Global Gaming reporting

The total impairment charges related to goodwill were $6.71

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, 2025, management conducted a review as to whether there are conditions or circumstances that

might 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, Global Gaming Enterprises, Inc., Sports.com Media Ltd, and 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 quantitative assessment for each of the reporting units

described above and determined that goodwill and intangibles were not impaired for the year ended December 31, 2025.

For 2023, the Company performed a valuation of each

of the reporting units using discounted cash flow methodologies and estimates of fair market value.

Based on 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

Accordingly, the Company recognized goodwill impairment charges of $ 5.65 million for the TinBu reporting unit and $ 1.06 million

for the Global Gaming reporting unit.

The total impairment charges related to goodwill were $ 6.71 million.

In addition, it was determined

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For the year ended December 31, 2023, the Company

recorded impairment charges of $488,000

to trade names and trademarks and

to technology acquired from Global

The total impairment charges to intangible assets were $800,000 .

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 million of valuation allowance since the additional

deferred tax liabilities represent a future source of taxable income”.

This approach improperly accelerated the effects of future

amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance for

deferred taxes which is not in compliance with GAAP.

At that time, the Company recorded an increase to goodwill for Global Gaming and

an income tax benefit each in the amount of $1,653,067.

We have reversed this transaction by reducing goodwill for Global Gaming by $1,653,067

and have increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.

Similarly, the company performed an impairment

analysis for the three months ended September 30 th , 2024 and as a result of that analysis it was determined that impairment

charges were necessary.

Impairments of goodwill for $1.6 million against Tinbu’s goodwill and $1.9 million against Global Gaming’s

goodwill were recorded and $817,000 against

intangibles of Global Gaming was recorded.

This consisted of impairments against Trade Names & Technology in the amount of $547,000,

Technology in the amount of $119,000,

and Customer Relationships in the amount of $150,000.

recorded impairment charges of $ 488 thousand to trade names and trademarks and $ 312 thousand to technology acquired from Global

The total impairment charges to intangible assets were $ 800 thousand.

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 million of valuation allowance since

the additional deferred tax liabilities represent a future source of taxable income”.

This approach improperly accelerated the effects

of future amortization of intangible assets related to Global Gaming, resulting in inappropriately releasing part of a valuation allowance

for deferred taxes which is not in compliance with GAAP.

At that time, the Company recorded an increase to goodwill for Global Gaming

and an income tax benefit each in the amount of $ 1,653,067 .

We reversed this transaction by reducing goodwill for Global Gaming by $ 1,653,067 and

increased accumulated deficit to remove the income tax benefit which was incorrectly recorded for year ended December 31, 2021.

Similarly, the Company performed an impairment analysis for the three months

ended September 30 th , 2024 and as a result of that analysis it was determined that impairment charges were necessary.

of goodwill for $ 1.6 million against Tinbu’s goodwill and $ 1.9 million against Global Gaming’s goodwill were recorded

and an impairment of $ 817 thousand against intangibles of Global Gaming was recorded.

This consisted of impairments against Trade

Names & Technology in the amount of $ 547 thousand, Technology in the amount of $ 119 thousand and Customer Relationships in the amount

of $ 150 thousand.

There were no other impairments identified or recorded for the year ended December 31, 2024.

1 unchanged sentence

carrying values and accumulated amortization of intangible assets:

of Finite Lived Intangible Assets Amortization Expenses

Schedule of Finite Lived Intangible Assets Amortization Expenses

December 31, 2025

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Gross Carrying

Amortizing intangible assets

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( 1,318,033 )

( 2,435,000 )

( 2,314,769 )

( 2,911,676 )

( 2,737,567 )

Software agreements

( 14,035,000 )

( 11,545,000 )

Gaming license

( 3,015,000 )

( 2,345,000 )

Internally developed software

1 unchanged sentence

( 1,450,754 )

expense with respect to intangible assets for the year ended December 31, 2024 and 2023 totaled $5,011,329

and $5,550,882, respectively, which is included in depreciation and amortization in the Statements of Operations.

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.

In connection with the annual review of goodwill and intangibles, 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, 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

Similarly, the company performed an impairment

analysis for the three months ended September 30, 2024 and as a result of that analysis it was determined that impairment charges were

Impairments of goodwill for $1.6 million against Tinbu’s goodwill and $1.9 million against Global Gaming’s goodwill

were recorded and $817,000 against intangibles

of Global Gaming was recorded.

This consisted of impairments against Trade Names & Technology in the amount of $547,000,

Technology in the amount of $119,000,

and Customer Relationships in the amount of $150,000.

There were no other impairments identified or recorded for the year ended December 31, 2024.

amortization expense for years of useful life remaining is as follows:

double check future amortization.

of Estimated Amortization Expense

( 2,324,165 )

( 2,016,417 )

$ ( 27,857,465 )

$ ( 23,727,540 )

Amortization expense with respect to intangible assets

for the year ended December 31, 2025 and 2024 totaled $ 4,234,680 and $ 5,011,329 , respectively, which is included in depreciation and amortization

in the Statements of Operations.

For the year ended December 31, 2025, the Company determined there was no impairment of long-lived assets

During the year ended December 31, 2022, the Company

determined that there was an impairment of long-lived assets of $ 412,450 , which relates to a project no longer being pursued by the Company.

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 $ 5.65 million for TinBu and $ 1.06 million for Global Gaming.

The total impairment charges

related to goodwill were $ 6.71 million 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 thousand to trade names and trademarks and $ 311 thousand to technology acquired from Global Gaming.

impairment charges to intangible assets for the year ended December 31, 2023 were $ 799 thousand

Similarly the company performed an impairment analysis

for the three months ended September 30th, 2024 and determined that impairment charges were necessary.

Impairments of goodwill for $ 1.6

million against Tinbu’s goodwill and $ 1.9 million against Global Gaming’s goodwill were recorded and $ 817 thousand against

intangibles of Global Gaming was recorded.

This consisted of impairments against Trade Names & Technology in the amount of $ 547 thousand,

Technology in the amount of $ 119 thousand, and Customer Relationships in the amount of $ 150 thousand.

There were no other impairments

identified or recorded for the year ended December 31, 2024 or for the year ended December 31, 2025.

Estimated amortization expense for years of useful life remaining is as

Schedule of Estimated Amortization Expense

Years ending December 31,

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to value the debt instrument issued.

In March 2021, the Secured Convertible Note was fully converted into 69,910 share of the Company’s

In March 2021, the Secured Convertible Note was fully converted into 6,991 shares of the Company’s

common stock.

(see Note 11).

August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate

amount of $821,500.

The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019.

The parties verbally

agreed to extend the maturity of the notes to December 31, 2021.

As of both December 31, 2023 and December 31, 2022, the balance due

on these notes was $771,500.

August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an

aggregate amount of $ 821,500 .

The notes bear interest at 10 %

per year, are unsecured, and were due and payable on June 30, 2019.

The parties verbally agreed to extend the maturity of the notes

As of both December 31, 2023 and December 31, 2022, the balance due on these notes was $ 771,500 .

The Company could not prepay the loan without consent from the noteholders.

As of December 31, 2021, there

were no Qualified Financing events, that triggered conversion, this included the TDAC combination.

As of both December 31, 2024, and

December 31, 2023 the remaining outstanding balance of $771,500 relates to notes that are no longer convertible which have been reclassified

to Notes Payable as per the agreement.

Accrued interest on the Series A notes payable was $318,909 on December 31, 2024.

As of December 31, 2021, there were no Qualified

Financing events, that triggered conversion, this included the TDAC combination.

As of both December 31, 2025, and December 31, 2024

the remaining outstanding balance of $ 771,500

relates to notes that are no longer convertible which have been reclassified to Notes Payable as per the agreement.

Accrued interest

on the Series A notes payable was $ 318,909

on December 31, 2025 and 2024.

November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors

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of operations and comprehensive loss.

of October 29, 2021, all except $185,095 of the series B convertible notes were converted into 488,226 shares of Lottery.com common stock

after accounting for the 20:1 reverse stock split that took place on August 9, 2023.

As of December 31, 2023, the remaining notes comprising

the outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable.

Accrued interest

on this note payable as of December 31, 2023 and 2022 was $79,647 and $64,799, respectively.

May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225,

pursuant to the Paycheck Protection Program, (“PPP”).

The PPP, established under Division A, Title I of the Coronavirus Aid,

Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provided for loans to qualifying businesses for

amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and accrued interest were forgivable

after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities

(“Qualified Expenses”), and maintained its payroll levels.

On August 24, 2021, the PPP loan and accrued interest was forgiven

Small Business Administration (“SBA”) in full.

The Company recorded the full amount related to the forgiveness

of the PPP loan as a gain on extinguishment of debt during the third quarter of fiscal year 2021.

of October 29, 2021, all except $ 185,095

of the series B convertible notes were converted into 48,823

shares of SEGG Media common stock after accounting for the 20:1

reverse stock split that took place on August 9, 2023 and the 10:1 reverse stock split that took place on August 28, 2025.

As of December 31, 2025, the remaining notes comprising the

outstanding balance of $ 185,095 are

no longer convertible and have been reclassified to notes payable.

Accrued interest on this note payable as of December

31, 2025 was $ 94,455

at December 31, 2024.

The Company received a loan under the Paycheck Protection Program in 2020, which was fully forgiven in 2021.

Company recognized a gain on extinguishment of debt in 2021.

No amounts remain outstanding.

June 29, 2020, the Company entered into a Promissory Note with the U.S.

5 unchanged sentences

The Promissory Note contains events of default and other provisions customary for a loan of this type.

As of December 31, 2024 and 2023,

the balance of the loan was $150,000.

As of December 31, 2025 and 2024, the balance of the loan was $ 150,000 .

As of December 31, 2025 and December 31, 2024, the accrued interest on this note was $ 8,255 and

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Stockholders’ Equity

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.

who would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment

in lieu of receiving fractional shares.

In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to

the number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the

exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans

and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable.

The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders on

August 7, 2023 and was subsequently approved by the Board of Directors on August 7, 2023.

An adjustment was made

to the Company’s warrants based on the 1-for-20

The adjustment was made automatically.

The number of shares of common stock issued subject to stock options, warrants,

or convertible securities was automatically decreased by the split ratio and the exercise price or conversion ratio will automatically

be proportionately increased by the same split ratio.

of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and in all subsequent

reports for all periods presented.

On August 28, 2025, the Company

filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to

amend the Company’s Third Amended and Restated Certificate of Incorporation to effect, effective as of 5:30 p.m.

on August 28, 2025, a 10-for-1

reverse stock split (the “Reverse Stock Split”) of its common stock, par value $ 0.001

per share (“Common Stock”).

the effective time of the Reverse Stock Split, every ten(10) shares of Common Stock either issued and outstanding or held as treasury

stock was automatically reclassified into one new share of Common Stock.

The total number of shares of Common Stock authorized for issuance

did not change as a result of the Reverse Stock Split.

The Reverse Stock Split was approved by the Company’s stockholders at the

Company’s 2024 annual meeting of its stockholders held virtually on February 20, 2025 (the “Annual Meeting”) and approved

by the board of directors of the Company (the “Board”) on August 13, 2025.

The new CUSIP number for the Common Stock following

the Reverse Stock Split is 54570M306.

The par value per share of Common Stock will remain unchanged at $ 0.001 .

The Company’s publicly

traded warrants continue to be traded on Nasdaq under the symbol “LTRYW” and the CUSIP number for the warrants remains unchanged.

In addition, as a result of the Reverse Stock Split,

proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards,

the number of shares issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the

Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such

equity awards and warrants, as applicable.

No fractional shares were issued in connection

with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse

Stock Split were entitled to a cash payment (without interest or deduction) in lieu thereof at a price equal to the fraction of one

share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Common Stock on Nasdaq on

August 28, 2025 at 5:30 pm Eastern Standard time, the date of the effective time of the Reverse Stock Split.

effects of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and in

all subsequent reports for all periods presented.

to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.001 per share.

18 unchanged sentences

pro rata our remaining assets available for distribution.

of December 31, 2024 and December 31, 2023, 18,877,045

and 2,877,045

shares of Common Stock, post reverse stock split,

respectively, were outstanding.

During the year ended December 31, 2022, the Company issued the following shares of common stock.

similar issuances occurred in 2023.

of Common Stock

of December 31, 2021

of Common Stock for legal settlement

of options (Note 11)

of December 31, 2022

of December 31, 2025 and December 31, 202 4 , 6,880,287 and 1,832,685 shares of Common Stock, post reverse stock split, respectively,

were outstanding.

of Common Stock

of December 31, 2023

Public Warrants

As of December 31, 202 4

Stock granted in lieu of cash

Conversion of Debt to Equity

Stock Purchase Agreements

Stock for acquisition of assets from Dotcom Ventures

As of December 31, 2025

Public Warrants became exercisable 30 days after the Closing;

10 unchanged sentences

a minimum of 30 days’ prior written notice of redemption;

and only if, the last sale price of the Company’s common stock equals or exceeds $320.00 per share for any 20 trading days

within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption

to the warrant holders;

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-day trading period referred to above and continuing each day thereafter until the

date of redemption.

and only if, the last sale price of the Company’s common stock equals or exceeds $ 3,200.00

per share for any 20 trading days within a 30 -trading day period ending on the third trading

day prior to the date on which the Company sends the notice of redemption to the warrant

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 -day

trading period referred to above and continuing each day thereafter until the date of redemption.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

2 unchanged sentences

settled by the Company in any event.

giving effect to the Business Combination, as of December 31, 2024 there were Public Warrants outstanding for the issuance of 1,006,250

shares of common stock of the Company, which total includes previously issued warrants of AutoLotto, now warrants of Lottery.com Inc.,

which are exercisable for the purchase of an aggregate of 19,784 shares of common stock of the Company.

An adjustment was made to the Company’s

warrants based on the 1-for-20 split ratio.

The adjustment was made automatically.

The number of shares of common stock issued subject

to stock options, warrants, or convertible securities was automatically decreased by the split ratio and the exercise price or conversion

ratio will automatically be proportionately increased by the same split ratio.

giving effect to the Business Combination, and the reverse stock split which took place on August 28, 2025, as of December 31, 2025,

there were Public Warrants outstanding for the issuance of 100,625

shares of common stock of the Company, which total includes previously issued warrants of AutoLotto, now warrants of Sports Entertainment Gaming Global Corporation., which are exercisable for the purchase of an aggregate of 1,978

shares of common stock of the Company.

were made to the Company’s warrants based on the 10:1

reverse split in August of 2025 and the previous 20:1 reverse split in August of 2023.

The adjustments were made automatically.

The number of shares of common stock issued subject to stock options,

warrants, or convertible securities was automatically decreased by the split ratio and the exercise price or conversion ratio was

automatically proportionately increased by the same split ratio.

warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity.

Purchase Option

June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 87,500 Units

exercisable at $240.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination.

The 87,500 Units represents the right to purchase 87,500 shares of common stock and 87,500 warrants to purchase 87,500 shares of common

The unit purchase option, which was exercisable for cash or on a cashless basis, at the holder’s option, expired on May

The Units issuable upon exercise of this option were identical to those offered by Lottery.com.

The Company accounted for the

unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Business Combination resulting in a charge

directly to stockholders’ equity.

As of December 31, 2023, all 87,500 Units have been forfeited.

Stock Warrants

Company did not issue any warrants during the years ended December 31, 2024 and 2023.

All 24,415 outstanding warrants are fully vested

and have a weighted average remaining contractual life of 2.7 years.

The Company did not incur any expense for the year ended December

31, 2024 and 2023.

the year ended December 31, 2025, 68,241

warrants were issued.

The Company issued 236,506

warrants during the year ended December 31, 2024.

warrants issued during the years 2024 and 2025 are fully vested.

Schedule of Common Stock Warrants

at December 31, 2022

Outstanding at December 31, 2023

Forfeited/cancelled

at December 31, 2023

Granted (1) & (2)

Outstanding at December 31, 2024

( 2,626,415 )

( 1,917,283 )

Forfeited/cancelled

at December 31, 2024

detailed in Note 4 - as part of the TDAC Combination as of December 31, 2021 a total of 5,000,000 Earnout Shares were eligible for issuance

until December 31, 2022.

Conditions for the earnout were not met and the potential earnout shares were forfeited on December 31, 2022.

Outstanding at December 31, 2025

Stock-based Compensation

14 unchanged sentences

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).

Common Stock which may be issued over the term of the Plan shall not exceed Two Thousand Two Hundred Fifty (2,250).

Options are exercisable

11 unchanged sentences

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

shares of Class A common stock were initially

reserved for issuance.

The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights,

restricted stock, restricted stock units and other stock or cash-based awards.

The number of shares of the Company’s Class A common

stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including

January 1, 2022 and ending on and including January 1, 2031 by a number of shares of Company common stock equal to five percent (5 %)

of the total outstanding shares of Company common stock on the last day of the prior calendar year.

Notwithstanding the foregoing, the

Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year

or that the increase in the share reserve for such year will be a lesser number of shares of Company common stock than would otherwise

occur pursuant to the preceding sentence.

Equity Incentive Plan

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 shares of Class A common stock were initially reserved for issuance.

Plan allows for the issuance of incentive and non-qualified stock options, and restricted stock.

As of December 31, 2024, the Company

had awarded 350,000 shares under the 2023 Plan.

February 5, 2024, the Company issued stock options to officers, directors, and key consultants.

Award Plan (the “2021 Plan”) under which 61,652 shares of Class A common stock were initially reserved for issuance.

2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted

stock units and other stock or cash-based awards.

The number of shares of the Company’s Class A common stock available for issuance

under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending

on and including January 1, 2031 by a number of shares of Company common stock equal to five percent ( 5 %) of the total outstanding shares

of Company common stock on the last day of the prior calendar year.

Notwithstanding the foregoing, the Board may act prior to January

1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share

reserve for such year will be a lesser number of shares of Company common stock than would otherwise occur pursuant to the preceding

On February 9, 2026, Company stockholders unanimously approved to increase the number of shares reserved for issuance

under the 2021 Plan to 3,750,000 .

were no grants of stock options during the year ended December 31, 2025.

On February 5, 2024, the Company issued stock options to

officers, directors, and key consultants.

The exercise price for the options is $ 19.50

and the maturity date in February

There were no grants of stock options during the year ended December 31, 2023.

The following

table shows stock option activity for the years ended December 31, 2024 and 2023:

The following table shows stock

option activity for the years ended December 31, 2025 and 2024:

of Stock Option Activity

at December 31, 2022

Forfeited/cancelled

at December 31, 2023

Outstanding at December 31, 2023

Forfeited/cancelled

(uncancelled)

at December 31, 2024

Outstanding at December 31, 2024

Forfeited/cancelled (uncancelled)

Outstanding at December 31, 2025

compensation expense related to the employee options was $ 0

for the year ended December 31, 2024, and 2023.

for the years ended December 31, 2025 and December 31, 2024

Loss Per Share

1 unchanged sentence

of Basic and Diluted Net Income Loss Per Share

ended December 31,

Comprehensive

net loss attributable to stockholders

Year ended December 31,

Comprehensive net loss attributable to stockholders

$ ( 20,303,608 )

$ ( 28,221,605 )

average common shares outstanding

loss per common share

Weighted average common shares outstanding

Basic and diluted

Net loss per common share

Basic and diluted

of December 31, 2025, the Company excluded 1,046 stock options, 2,342 restricted awards, 42,406 warrants, 25,000 earn out shares and

3 unchanged sentences

effect being anti-dilutive.

Company’s pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2024 and December 31, 2023:

of Pre-tax Income (Loss) by Jurisdiction

ended December 31, 2023

$ (25,047,740 )

$ (25,567,244 )

(28,561,697 )

(25,563,699 )

provision for income taxes for continuing operations for the year ended December 31, 2024 and 2023 consist of the following

Schedule of Income Tax for

Continuing Operations

ended December 31, 2024

current income taxes

deferred income taxes

Income Tax Expense (benefit)

reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing

operations before income taxes by the statutory federal income tax rate is shown below.

Income tax expense for the year ended December

31, 2024 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed.

of Increase in the Valuation Allowance

ended December 31, 2024

Expense at statutory federal rate of 21%

$ (5,510,503 )

$ (5,369,121 )

income taxes, net of federal income tax benefit

Rate Differential

in Valuation Allowance

tax expense (benefit)

income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting

purposes and the amount used for income tax purposes.

The following table discloses those significant components of our deferred tax

assets and liabilities, including any valuation allowance:

Schedule of Deferred Tax Assets

and Liabilities

deferred tax assets:

Net Operating Loss Carryforwards

Compensation & Benefits

Net Operating Loss Carryforwards

deferred tax assets before valuation allowance

tax liabilities:

deferred tax liabilities

(39,525,950 )

deferred tax assets and liabilities

the year ended December 31, 2024, the valuation allowance increased by $10,265,807.

The Company believes a full valuation allowance against

the net deferred tax asset is appropriate at this time.

The Company will continue to evaluate the realizability of its deferred tax assets

in future years.

December 31, 2024, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”)

carryforwards of approximately $173,229,125.

Of this total $22,050,149 expires between 2035 and 2037 and $151,178,976 of which has no

expiration date.

account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement

recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.

We have not recorded any unrecognized tax benefits as of December 31, 2024.

practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of

Company files U.S.

federal and state returns.

The Company’s foreign subsidiaries also file local tax returns in their jurisdiction.

federal, state, Mexican and United Kingdom perspective the years that remain open to examination are consistent with each

jurisdiction’s statute of limitations.

The Company has not filed its 2023 and 2024 U.S.

federal and state corporate income tax

The Company’s foreign subsidiaries in Mexico and the United Kingdom are current with the filing of their tax returns through

The Company expects to file U.S.

federal and state tax returns for 2023 and 2024 as soon as possible.

While the Company is in a

net loss position and expects no income tax amounts to be due except for minimum state and local income taxes, the Company is at risk

of penalties for failure to file.

As of the date of this Report, the Company has not been informed that such penalties have been assessed,

therefore no accrual for such has been recorded in the Company’s financial statements.

The Company’s federal income tax returns

for the years 2020-2023 remain subject to examination by the Internal Revenue Service.

The state returns for 2019-2023 are also open

for examination.

Company accounts for income taxes in accordance with ASC 740, which requires recognition of deferred tax assets and liabilities for the

expected future tax consequences of temporary differences and net operating loss (“NOL”) carryforwards.

Tax Provision

the years ended December 31, 2025 and 2024, the Company recorded an income tax provision of $ 0 .

Company has generated net losses in the current and prior periods and does not expect to incur current income tax expense.

no current income tax expense has been recorded.

tax assets generated during the period have been fully offset by a valuation allowance, resulting in no net deferred tax benefit recognized

in the consolidated statements of operations.

Tax Assets and Valuation Allowance

Company’s deferred tax assets primarily relate to net operating loss carryforwards and other temporary differences.

Due to cumulative

losses and uncertainty regarding the timing and extent of future taxable income, the Company has recorded a full valuation allowance

against its deferred tax assets as of December 31, 2025 and 2024.

a result, no net deferred tax assets are presented on the consolidated balance sheets.

Operating Loss Carryforwards

of December 31, 2025, the Company has generated federal and state net operating loss carryforwards.

Such carryforwards may be subject

to limitations under Section 382 of the Internal Revenue Code due to ownership changes.

Company has not completed a formal Section 382 analysis as of the date of these financial statements.

Tax Positions

Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained.

As of December

31, 2025 and 2024, the Company has not identified any material uncertain tax positions.

Company remains subject to examination by taxing authorities for all periods in which net operating losses are available for utilization.

Company’s accounting for income taxes is based on currently available information and represents a preliminary assessment under

The Company continues to evaluate its deferred tax assets, including net operating loss carryforwards, and related valuation

Adjustments, if any, are not expected to be material to the consolidated financial statements.

Commitments and Contingencies

13 unchanged sentences

2025 and 2024.

2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests

(the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal Public Company Limited (“LDC”).

The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other

equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company

may have or that a holder of traditional equity securities or capital stock may have.

Rather, each of the holders of the Digital Securities

has a pro rata right to receive 7% of the net raffle revenue.

If the net raffle revenue is zero for a given period, holders of the Digital

Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period.

For the years ended

December 31, 2024 and December 31, 2023, the company did not incur any obligations to the holders of the outstanding Digital Securities.

For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to holders

of the outstanding Digital Securities.

The Company did not satisfy any of those obligations during the years ended December 31, 2021,

2022, 2023,or 2024.

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.

Additionally, the Company has leased retail space in Waco, TX which expires

on December 31, 2024 with monthly rent of $2,434.

The Company also leases a campus 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 three months ended

September 30, 2024 and 2023 rent expense was $106,728 and $12,309, respectively.

of December 31, 2024, future minimum rent payments due under non-cancellable leases with initial are as follows:

2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285

million revenue participation interests (the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal

Public Company Limited (“LDC”).

The Digital Securities do not have any voting rights, redemption rights, or liquidation

rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a

holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may

Rather, each of the holders of the Digital Securities has a pro rata right to receive 7 %

of the net raffle revenue.

If the net raffle revenue is zero for a given period, holders of the Digital Securities are not eligible

to receive any cash distributions from any raffle sweepstakes of LDC for such period.

For the years ended December 31, 2025 and

December 31, 2024, the company did not incur any obligations to the holders of the outstanding Digital Securities.

ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $ 5,632

to holders of the outstanding Digital Securities.

The Company did not satisfy any of those obligations during the years ended

December 31, 2021 through December 31, 2025.

September 1, 2024, the company moved its headquarters to Fort Worth, Texas under a membership agreement with monthly cost of $ 154 .

The Company also leased a campus in Boca Raton Florida for $ 25,000

per month under a 12 month lease agreement that commenced on

August 1, 2024 and continued thru July

For the twelve months ended December

31, 2025 and 2024 rent expense was $ 346,382

and $ 252,406 ,

respectively.

of December 31, 2025, future minimum rent payments due under non-cancellable leases are as follows:

of Future Minimum Rent Payments Due Under Non-Cancellable Leases

ending December 31,

Years ending December 31,

and Other Loss Contingencies

6 unchanged sentences

Related Party Transactions

Company has entered into transactions with related parties.

Company has from time to time 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.

however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated

the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash

1 unchanged sentence

The Company paid $ 4,700 during 2021 and the outstanding balance was $ 13,000 on December 31, 2025 and December 31,

the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master

Goblin Games”), an entity owned by Ryan Dickinson, a former officer of the Company, to facilitate the establishment of receipt

of retail lottery licenses in certain jurisdictions.

As of December 31, 2024, the Company had no outstanding related party payables.

to the Service Agreement, Master Goblin was authorized and approved by the Company to incur up to $100,000 in initial expenses per location

for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures

and equipment, security and lease deposits, and licensing and filing fees.

Similarly, pursuant to the Service Agreement, during each

month of operation, Master Goblin was authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location

for actually incurred lease expenses.

The initial expenses were submitted by Master Goblin to the Company upon Master Goblin securing

a lease and leases were only secured by Master Goblin in any location upon request of the Company.

Such initial expenses were recorded

by the Company as lease obligations.

On-going expenses were submitted by Master Goblin to the Company on a monthly basis, subject to

offset, and were recorded by the Company as an expense.

To the extent Master Goblin had a positive net income in any month, exclusive

of the sale of lottery games, such net income reduced or eliminated such reimbursable expenses for that month.

January 2023, Woodford Eurasia Assets, Ltd.

signed a letter of intent to acquire Master Goblin.

Such letter of intent would give Woodford

the right to appoint a director to the Board of Directors of the Company (see Subsequent Events).

As of the date of this Report, no definitive

documentation for this transaction has been signed.

January of 2023, the company paid $53,000 to Master Goblin Games for settlement of outstanding obligations of $316,919 and the parties

mutually agreed to terminate the business relationship.

Christopher Gooding, a

director of the Company appointed on August 10, 2023, is an attorney licensed in the United Kingdom who works with the

Company’s outside general counsel on various matters that could potentially impact the Company.

compensated for his services separately from his compensation as a director of the Company.

Gooding began

providing legal services to the Company through the firm Amar Ali Law PLLC in February 2024.

He was paid a total of $264,000

in 2024 for his legal services.

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.

Christopher Gooding, appointed as a director of

the Company on August 10, 2023, is an attorney licensed in the United Kingdom.

He previously provided limited consulting services to

the Company’s outside general counsel on select U.K.

legal matters that could potentially impact the Company.

These consulting

services began in February 2024, and Mr.

Gooding was compensated separately from his director compensation, receiving a total of $ 264,000

To maintain his independence as a director, Mr.

Gooding ceased providing consulting services to the Company’s outside

general counsel as of June 30, 2025.

His compensation for consulting services from January 1, 2025 to June 30, 2025 was $ 144,000 .

Other than matters where Mr.

Gooding is a named defendant alongside the Company, he provides opinions on all Board matters solely in

his capacity as an independent director, without additional compensation from the Company or its outside general counsel.

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.

At September 30, 2024 the Loan amount was

Additional amounts were provided by Mr.

Stubblefield during

the quarter ended December 31, 2024.

The loan amount at year end was $67,941.The Loan was issued at zero percent interest.

Company has not made any payments on the loan as of the date of this report.

amounts were provided by Mr.

Stubblefield during the quarter ended December 31, 2024 and the loan amount at year end was $ 67,941 .

The Loan was issued at zero percent interest.

In February 2025, the Company granted shares of common stock which repaid the loan in full.

See Subsequent

Events regarding certain convertible promissory notes issued to Robert Stubblefield, CFO and Interim CEO & President and to Gregory

Potts, COO in January of 2026 for unpaid compensation still owed to them from 2023 and 2024.

As officers of the Company, they are related

Subsequent Events

February 11, 2025, Sports.com entered into

a multi-year global partnership agreement with Soccerex, the world’s leading soccer (hereinafter referred to as “football”)

business event organizer.

The Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe

and USA to be held in Cairo, Amsterdam and Miami, respectively.

This partnership will provide the Company with an influential platform

to engage with key stakeholders in the football industry, further solidifying Sports.com’s position at the intersection of sports,

technology and entertainment.

Working with the Soccerex team and its community presents an opportunity to build brand awareness internationally

for the Company’s gaming, content and entertainment brands.

On February 18, 2025, the Company announced the establishment of a global

advisory board to provide active strategic guidance and support the Company’s growth, structure and expansion into new markets.

The Advisory Board will focus on the Company’s two primary brands, Lottery.com and Sports.com, along with its subsidiaries.

Advisory Board will provide independent advice on evolving trends and challenges to Lottery.com’s board of directors and executive

management team, helping evaluate the Company’s current business model, refine operations and explore new trends and prospects

to accelerate growth.

Additionally, the Advisory Board will support corporate governance and offer strategic recommendations to ensure

compliance and long-term stability.

On February 24, 2025, Texas Lottery Commission Executive

Director Ryan Mindell announced that lottery ticket courier services are not allowed under Texas law and that the agency will move forward

with proposed rule amendments prohibiting lottery courier services within the state.

The Policy prohibits the Company and other courier

services from holding a Texas Lottery retail license or procuring tickets from other licensed retailers.

On February 25, 2025, the Court in the SDNY in the Preston Million Class

Action granted in part and denied in part the Company’s MTD Third Amended Complaint (the “Order).

As set forth in the Order,

the Class Plaintiffs’

Section 10(b) claim shall proceed against Defendant Dickinson and the Company based on post−merger representations

regarding Lottery’s financial performance and financial reporting.

Class Plaintiffs’

and Hoffman’s Section 20(a) claim

premised on Section 10(b) shall likewise proceed against Defendant Dickinson.

Class Plaintiffs’

Section 14(a) claim shall proceed

against the Company and Defendants DiMatteo, Clemenson and Dickinson with respect to certain legal and regulatory compliance statements

in the Proxy.

The remainder of Plaintiffs’

claims were dismissed, including all claims against Komissarov.

The Court also ordered

that Plaintiffs shall have leave to amend within twenty−one (21) days of this opinion and order.

On March 13, 2025, the Court granted

Plaintiff Hoffman’s motion for leave for additional time to amend his complaint.

Accordingly, Hoffman’s’

Third Amended

Complaint shall be due April 24, 2025.

Defendants’

motions to dismiss shall be due June 30, 2025;

Plaintiff Hoffman’s opposition

brief will be due August 14, 2025;

and Defendants’

reply briefs shall be due September 17, 2025.

25, 2025, the United States District Court for the Southern District of Florida has ruled in favor of the Company and Matthew McGahan

(“Defendants”), granting with prejudice the Motion to Dismiss for Failure to State a Claim in the case styled Sharon A.

Lottery.com, Inc.

and Matthew McGahan (Case No.

24-60993-CIV-DAMIAN).

The Court’s ruling underscored the lack of

credible evidence presented by the Plaintiffs.

The Court determined that the allegations did not meet the required legal threshold, thereby

rejecting all claims brought against Lottery.com and Matthew McGahan.

On March 7, 2025, the Company received notice from received a notice from

The Nasdaq Stock Market LLC (“Nasdaq”) determining that as a result of the closing bid price of the Company’s common

share being $1.00 or above for the last twenty business days, the Company regained compliance with Nasdaq Listing Rule 5450(a)(1) (the

“Minimum Bid Price Requirement”).

Notably, the Company regained compliance with the Minimum Bid Price Requirement without

effectuating a reverse stock split that was approved by the shareholders at the 2024 Annual Stockholder’s Meeting.

Additionally,

the Company’s market value of publicly held shares being $5,000,000 or above during the same period, the Company regained compliance

with Nasdaq Listing Rule 5450(b)(1)(C).

2025, the Company completed the acquisition of Spektrum Ltd from PlusEvo Ltd through a signed Share Purchase Agreement (SPA).

This acquisition,

valued at $1.5 million in common stock at $3 per share, supports Lottery.com’s strategic expansion and the development of Lottery.com

International.

The acquisition provides the Company with a compliant platform to support lottery, sweepstakes and social gaming operations

in dozens of international jurisdictions.

On March 25, 2025, Sports.com Studios (“SDCS”) was launched by the Company.

will serve as the Company’s dedicated content creation arm, producing original content for the Sports.com platform along with generating

revenue through content licensing and distribution to third parties.

2025, the Company registered Sports.com as a fictitious name under AutoLotto, Inc.in the state of Florida.

This permits the Company to

conduct business in the state under the Sports.com brand name.

has evaluated these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent

events, as it relates to conditions arising after the balance sheet date.

Accordingly, no adjustments to the consolidated financial statements

were required.

Party Transaction

January 15, 2026, the Company entered into certain convertible promissory notes with Robert Stubblefield, CFO and Interim CEO & President

and to Greg Potts, COO, for unpaid compensation still owed to Messrs.

Stubblefield and Potts from 2023 and 2024.

As officers of the Company,

they are related parties.

The maturity date of the convertible promissory notes is January 15, 2027.

Interest at a rate of 10 % per annum

shall accrue on the principal amount of each note until the maturity date.

The principal amount is:

$ 291,485 and $ 258,448 , respectively

Stubblefield and Potts.

As of the date of this report, neither Messrs.

Stubblefield or Potts have converted any portion of

Convertible Note

January 15, 2026, the Company entered into a convertible promissory note with the Amar Ali Law, PLLC for outstanding legal fees provided

to the Company.

The maturity date of the convertible promissory note is January 15, 2027 .

Interest at a rate of 10 % per annum shall accrue

on the principal amount of $ 1,445,361 for the note until the maturity date.

As of the date of this report, no portion of the note has

been converted.

Markets Activity with Dawson James

January 16, 2026, the Company entered into a placement agency agreement with Dawson James Securities, Inc., pursuant to which Dawson

James agreed to act as the Company’s exclusive placement agent, on a reasonable best-efforts basis, in connection with a registered

direct offering of 2,449,857 shares of the Company’s common stock at a purchase price of $ 0.70 per share.

The offering closed on

January 20, 2026 and resulted in gross proceeds of approximately $ 1.7 million, before deducting placement agent fees and offering expenses.

securities in the foregoing offerings were issued pursuant to the Company’s effective shelf registration statement on Form S-3

333-291505), which was declared effective by the U.S.

Securities and Exchange Commission on November 26, 2025.

March 16, 2026, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company

agreed to issue unsecured convertible promissory notes in an aggregate principal amount of up to approximately $ 11.8 million in a private

placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated

The notes are issuable in multiple tranches, including an initial tranche of approximately $ 3.5 million funded upon execution,

with additional tranches subject to specified conditions, including the filing and effectiveness of a resale registration statement and,

for subsequent tranches, based on mutual agreement of the parties through December 31, 2026.

notes were issued at a 15 % original issue discount, bear interest at 12 % per annum, and mature 24 months from issuance.

The notes are

convertible into shares of the Company’s common stock at a conversion price based on a discount to market price, subject to a floor

price, and include customary terms, including events of default and a beneficial ownership limitation initially set at 4.99 %, which may

be increased to 9.99 % upon notice.

connection with the foregoing arrangement, the Company entered into placement agency agreements with Dawson James and agreed to pay

customary placement fees and expenses.

The Company also entered into a registration rights agreement in connection with the convertible

note financing requiring the filing and effectiveness of a resale registration statement covering the shares issuable upon conversion

of the notes within specified time periods.

of UCIL Loan Agreement

January 20, 2026, the Company terminated its financing arrangement with United Capital Investments London Limited (“UCIL”)

originally entered into on July 23, 2023, subsequently amended and restated on August 8, 2023, later amended on August 18, 2023, and

finally amended and restated on February 16, 2024.

UCIL has informed the Company that it is considering legal action to preserve is rights under the financing arrangement,

however, as of the date of this filing, the Company has not received notice of any action nor has UCIL provided the requisite accounting

information and evidence to substantiate its claims.

Complaint Relating to Legacy Conduct

January 22, 2026, the U.S.

Securities and Exchange Commission (the “SEC”) filed a civil complaint (the “Complaint”)

in the United States District Court for the Southern District of New York naming the Company, certain former senior executive officers

of the Company, and the former Chief Executive Officer of Trident Acquisitions Corp.

as defendants.

Complaint alleges violations of certain federal securities laws and seeks injunctive relief, disgorgement, civil monetary penalties,

and other equitable remedies.

The allegations relate to conduct occurring primarily between 2020 and mid-2022, including periods prior

to and shortly following the Company’s business combination with Trident Acquisitions Corp.

individuals identified in the Complaint who previously served as executive officers are no longer employed by the Company and have no

ongoing affiliation or involvement with the Company.

Since mid-2022, the Company has implemented significant changes in executive leadership,

governance, and internal controls.

The current management team was not involved in the conduct alleged in the Complaint.

Company has cooperated with the SEC’s investigation and intends to continue its cooperation.

While the Company believes the claims

asserted against it are without merit and is prepared to defend the matter, it has engaged in non-binding discussions with the SEC regarding

a potential resolution.

Although no assurances can be provided, the Company believes the matter is nearing resolution and does not currently

expect the outcome to have a material adverse effect on its financial condition.

disclosure does not constitute an admission of liability by the Company or any other party.

January 23, 2026, the Company announced that it had changed its corporate name from Lottery.com

to Sports Entertainment Gaming Global Corporation to better reflect its

strategic focus on the convergence of sports, entertainment, and gaming.

The name change became effective on January 27, 2026, following

the filing of an amendment to the Company’s certificate of incorporation with the State of Delaware.

connection with the name change, the Company began operating under the brand “SEGG Media” and updated its corporate identity,

including its website and marketing materials.

The Company’s common stock continues to trade on the Nasdaq Capital Market under

the ticker symbol “SEGG,” and the name change did not affect the Company’s capital structure, trading symbol, or shareholder

of Securities Purchase Agreement with Evergreen Capital Management, LLC

December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”),

pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $ 2.875 million.

The note included an original issue discount of $ 0.375 million, resulting in net proceeds of $ 2.5 million to the Company.

structured in two tranches:

an initial $ 0.5 million at closing and $ 2.0 million upon (i) the effectiveness of a registration statement

covering the underlying shares and (ii) receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635.

The transaction

was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the

convertible promissory note and the related Securities Purchase Agreement.

The termination became effective upon the issuance of shares

of common stock pursuant to Conversion Notice #7, dated January 13, 2026.

As a result, the note and the Securities Purchase Agreement

are null and void and of no further force or effect, and no additional amounts are due or payable by either party thereunder.

$ 500,000 was funded by Evergreen in December of 2025 and converted into equity in December 2025 and January 2026.

The remaining $ 2,000,000 was not received and there are no remaining obligations of either party with respect to the $ 2,000,000 .

Case Dismissal

January 28, 2026, in Lottery.com, Inc.

f/k/a AutoLotto, Inc., et al.

Brier, Jr., et al.

8:23-cv-2594, the

United States District Court for the Middle District of Florida granted, in part, the Company’s renewed motion to dismiss for lack

of subject matter jurisdiction, declined to exercise supplemental jurisdiction over the remaining state-law counterclaims, overruled

the defendants’ objections to the magistrate judge’s findings and recommendations, and directed that the case be closed.

Lewis Appointment

February 5, 2026, the Company announced the appointment of Simon Lewis as Chief Executive Officer of Concerts.com and EVP of Entertainment

for SEGG Media.

In this role, Mr.

Lewis will lead the strategic development and commercial rollout of Concerts.com and oversee the Company’s

broader entertainment portfolio strategy.

Lewis brings significant experience in the global live entertainment and media industries, including prior service as President of Live

Nation Europe.

The appointment supports the Company’s previously disclosed strategy to expand its presence across sports, entertainment,

and media platforms, including the development of Concerts.com and related digital assets.

Trading Lawsuit

February 10, 2026, the Company announced that it had filed a civil complaint in the District Court of Tarrant County, Texas, Sports

Entertainment Gaming Global Corporation v.

Virtu Financial Capital Markets LLC, et al.

, alleging illegal trading activities and market

manipulation involving the Company’s securities.

The complaint seeks damages of approximately $ 179 million, along with other relief,

against multiple defendants.

Company alleges that the defendants engaged in unlawful trading practices that adversely impacted the market for the Company’s

common stock.

The litigation is in its early stages, and the outcome cannot be predicted at this time.

The filing of the complaint does

not constitute a determination of liability with respect to any party.

February 17, 2026, the Company completed the acquisition of a controlling interest in Veloce Media Group Limited (“Veloce”),

a digital motorsports, gaming and sports media platform.

The acquisition was effected pursuant to a definitive share purchase agreement

under which the Company acquired a supermajority ownership position of approximately 68% of the issued and outstanding equity interests

transaction represents a strategic expansion of the Company’s media and content capabilities, providing immediate scale in audience

reach, digital distribution and commercial partnerships.

Veloce operates a global media network with a focus on esports, gaming and motorsport

content, generating significant monthly digital impressions and audience engagement across multiple platforms.

consideration for the acquisition consisted primarily of equity issued by the Company, along with certain contingent or deferred elements

customary for transactions of this nature.

The transaction is subject to customary closing adjustments and post-closing integration activities.

The Company is in the process of finalizing the purchase price allocation and accounting for the transaction in accordance with ASC 805,

Business Combinations.

As such, the initial accounting for the acquisition is incomplete as of the date of issuance of these financial

Company intends to extend an offer to acquire the remaining equity interests of Veloce, subject to applicable regulatory requirements

and shareholder approvals, with the objective of increasing its ownership position over time.

February 25, 2026, the Board of Directors of the Company appointed Robert Stubblefield and Daniel Bailey to serve as members of the Board.

Stubblefield was appointed as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders

or until his successor is duly elected and qualified, and Mr.

Bailey was appointed as a Class III director with a term expiring at the

Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified.

Stubblefield currently

serves as the Company’s Chief Financial Officer and Interim Chief Executive Officer and President.

Bailey is the Chief Executive

Officer of Veloce Media Group.

As previously disclosed in the Company’s Current Report on Form 8-K filed on February 23, 2026,

Bailey was a party to the Share Purchase Agreement entered into in connection with the Company’s acquisition of a controlling

interest in Veloce, and the transaction constituted a related party transaction under Item 404(a) of Regulation S-K.

Other than as previously

disclosed, the Company has not identified any additional related party transactions with Mr.

Bailey requiring disclosure under Item 404(a)

of Regulation S-K.

April 24, 2026, the Company announced the formation of Sports Predicts Limited, a wholly owned subsidiary, to develop and operate “Sports.com

Predict,” a prediction markets offering intended to be integrated into the Company’s Sports.com platform.

Company believes the initiative aligns with its broader strategy to expand monetization opportunities across its digital ecosystem by

introducing interactive, engagement-driven features.

Once developed and launched, Sports.com Predict is expected to enhance

user engagement and create incremental, scalable revenue opportunities within the Sports.com platform.

The global prediction markets

sector has experienced significant recent growth, and the Company intends to position this offering to participate in that expanding

market, subject to applicable regulatory considerations.

On April 27, 2026, Sports Predicts

Limited, a subsidiary of the Company, entered into a Partnership and Integration Agreement with Blockratize Inc.

(d/b/a Polymarket) pursuant

to which the Company will integrate Polymarket’s decentralized prediction markets technology into the Sports.com platform.

the agreement, Polymarket will provide application programming interfaces, software development kits and related infrastructure to support

the integration of prediction market products within the Sports.com ecosystem.

The agreement provides for the sharing of net transaction

fee revenue generated from users of the platform and grants Polymarket exclusivity as the Company’s provider of prediction markets

technology during the term of the agreement.

The agreement has an initial term through June 30, 2029, unless terminated earlier in accordance

with its terms.

The Company began allowing users to purchase contracts on June 10, 2026.

Amorua Global Securities Purchase Agreement

On May 26, 2026, the Company

entered into a Securities Purchase Agreement with Amorua Global, Inc.

pursuant to which the Company issued an unsecured convertible promissory

note with an original principal amount of $ 3.5 million.

The note bears interest at a rate of 12 % per annum, matures twenty-four months

from issuance and was issued with an original issue discount of 15 %.

Subject to the terms of the note, outstanding principal and accrued

interest may be converted into shares of the Company’s common stock at a variable conversion price based on market prices of the

Company’s common stock, subject to certain adjustments and a 9.99% beneficial ownership limitation.

The Company intends to use

the net proceeds for general corporate purposes, including the repayment of certain existing indebtedness.

In connection with the financing,

the Company agreed to file a registration statement covering the resale of shares issuable upon conversion of the note.

Capital Notice of Default

June 18, 2026, the Company received a notice from Alumni Capital LP (“Alumni”), the holder of an unsecured convertible promissory

note issued pursuant to a Securities Purchase Agreement dated March 16, 2026.

In the notice, Alumni alleged that certain events of default

had occurred under the applicable transaction documents, including alleged failures relating to registration obligations and periodic

reporting requirements, and demanded redemption of the outstanding note at an asserted redemption price of approximately $ 4.4 million,

plus other amounts that Alumni contends may be due under the transaction documents.

notice further states that Alumni may pursue legal remedies if the amounts demanded are not paid.

The Company is evaluating Alumni’s

claims, its rights and obligations under the transaction documents, and potential defenses, and is engaged in discussions with Alumni

regarding the matter.

As of the date of issuance of these financial statements, no conclusion has been reached regarding the ultimate

outcome of this matter.

Accordingly, the Company cannot reasonably estimate the amount or range of any potential loss, if any, that may

result from the resolution of this matter.

Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC Action

February 10, 2026, the Company commenced litigation in the District Court of Tarrant County, Texas against Virtu Financial Capital Markets

LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC alleging violations of state and federal securities laws

arising from alleged manipulative trading activity affecting the Company’s common stock.

The complaint seeks monetary damages,

attorneys’ fees, costs, interest and other available relief.

The Company will continue to evaluate developments in the litigation

and disclose material updates as appropriate.

Diamond Research LLC and Adam Gefvert Civil Action

June 26, 2026, the Company filed a civil action in the District Court of Tarrant County, Texas against White Diamond Research LLC and

Adam Gefvert.

The complaint alleges, among other things, business disparagement and other claims arising from statements and publications

made by the defendants concerning the Company and its business.

The Company seeks monetary damages, injunctive and other equitable relief,

attorneys’ fees where recoverable, costs, and such other relief as the court may deem appropriate.

Company believes the claims asserted in the action are meritorious and intends to prosecute the matter vigorously.

Because the litigation

is in its preliminary stages, the ultimate outcome cannot be predicted, and the Company is unable to reasonably estimate any potential

recovery, if any.

Accordingly, no asset has been recognized in the accompanying financial statements related to this matter.

USA TODAY Litigation

July 6, 2026, the Company commenced litigation in the District Court of Tarrant County, Texas against USA TODAY

(formerly Gannett Co., Inc.), and certain affiliated entities relating to an Advertising Agreement executed in December 2016.

The complaint alleges that the defendants have refused to recognize or permit the Company’s use of the remaining advertising inventory

available under the agreement despite the Company’s efforts since 2024 to exercise its contractual rights.

The Company is seeking

declaratory relief, damages, and other available remedies.

As of the date these financial statements were issued, the litigation remains

in its preliminary stages, and no estimate of any potential recovery can be made.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

1 unchanged sentence

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

Item 8. Financial Statements and Supplementary Data