UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________________
to ___________________

 Commission
File Number 001-38508

INC.

 (Exact
name of registrant as specified in its Charter)

 Delaware

 81-1996183

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 20808
 State Hwy 71 W, Unit B Spicewood, TX

 78669

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (737) 309-4500

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 stock, par value $0.001 per share

 LTRY

 The
 Nasdaq Stock Market LLC

 Warrants
 to purchase one share of common stock, each at an exercise price of $230.00

 LTRYW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES NO

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES NO

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

 The
aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2023, the last
business day of the registrant's most recently completed fourth fiscal quarter, was approximately $39.6 million, calculated by
using the closing price of the registrant's common stock on such date on The Nasdaq Stock Market LLC of $1.12.

 As
of March 13, 2024, there were 4,747,047 shares of the registrant's common stock, par value $0.001 per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Page

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved].

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accounting Fees and Services.

 Item
 15.

 Exhibits, Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 This
Annual Report on Form 10-K (this "Report") contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including statements about the financial condition, results of operations, earnings outlook and prospects of Lottery.com
Inc. ("Lottery.com", the "Company", "we" or "us"). Forward-looking statements appear
in a number of places in this Report, including, without limitation, under the headings in Part I, " Item 1. Business,"
" Item 1A. Risk Factors," and in Part II, " Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. " In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project," "continue," "could,"
"may," "might," "possible," "potential," "predict," "should,"
"would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 Forward-looking
statements are based on the current expectations of the management of Lottery.com and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors discussed and identified in public filings made with the
Securities and Exchange Commission (the "SEC") by Lottery.com, as well as the following:

 The
 findings of the previously disclosed Internal Investigation (as defined herein) and other matters have exposed us to a number of
 legal proceedings, investigations and inquiries, resulted in significant legal and other expenses, required significant time and
 attention from our senior management, among other adverse impacts.

 We
 and certain of our officers and directors and our former officers are, and may become in the future, the subject of legal proceedings,
 investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters,
 which could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations,
 and could result in additional claims and material liabilities against us.

 We
 have been named as a defendant in a number of civil lawsuits filed by purchasers of our securities,[ including class action lawsuits ]
 that could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation.

 Matters
 relating to or arising from the restatement and the Internal Investigation, including adverse publicity and potential concerns from
 our users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and
 financial condition.

 In
 July 2022, the Company furloughed the majority of its employees and suspended its lottery game sales operations after determining
 that it did not have sufficient financial resources to fund operations or pay certain existing obligations, including payroll and
 related obligations. As a result, if we are unable to secure funding to restart operations, we may not be able to continue as a going
 concern.

 We
 need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such
 capital may not be available or may not be available on commercially acceptable terms, if at all. If we do not receive the additional
 capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations.

 If
 we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of
 operations, meet our reporting obligations or prevent fraud against the Company, and investor confidence and the trading price of
 our common stock and warrants may be materially and adversely affected.

 Our
 inability to compete for consumer discretionary time and income.

 Economic
 events, geopolitical and political and market conditions, and other factors beyond our control.

 ii

 Negative
 events or media coverage relating to our business, our management and directors, the lottery, lottery games or online gaming or betting.

 Our
 inability to attract and retain users, including as a result of failing to appear in Internet search engine results.

 Our
 continued ability to use existing, and add new, domain names to promote and increase the value of our brand.

 Scrutiny
 by stakeholders with respect to responsible gaming and ethical conduct.

 Our
 ability to achieve profitability and growth.

 Our
 inability to profitably expand into new markets or capitalize on new gaming and lottery industry trends and changes, such as by developing
 successful new product offerings.

 The
 effectiveness of our marketing efforts in developing and maintaining our brand and reputation.

 Failure
 to offer high-quality user support.

 Adverse
 impacts to user relationships resulting from disruptions to our information technology.

 The
 vulnerability of our information systems to cyberattacks, including an inability to securely maintain personal and other proprietary
 user information.

 Our
 inability to adapt to changes or updates in the Internet, mobile or personal devices, or new technology platforms or network infrastructures.

 The
 exposure of our online infrastructure to risks relating to distributed ledger technology.

 Our
 inability to comply with complex, ever-changing and multi-jurisdictional regulatory regimes and other legal requirements applicable
 to the gaming and lottery industries in the markets that we serve.

 Geopolitical
 shifts and changes in applicable laws or regulations or the manner in which they are interpreted.

 Our
 inability to successfully expand geographically and acquire and integrate new operations.

 Our
 dependence on third-party service providers to timely perform services or provide software component products for our gaming platforms,
 product offerings and the processing of user payments and withdrawals on a timely basis.

 Our
 inability to maintain successful relationships and/or agreements with lottery organizations and other third-party marketing or service
 provider affiliates.

 Failure
 of third-party service providers to protect, enforce, or defend intellectual property rights required to fulfill contractual obligations
 required for the operation of our business.

 The
 effectiveness of our transition and compliance with the regulatory and other requirements of being a public company.

 We
 are currently in compliance with the continued listing standards of Nasdaq but in the future may not be able to maintain said compliance.

 Limited
 liquidity and trading of our securities in the public markets.

 Our
 lenders (as defined herein) may not loan us the amounts they agreed to under loan agreements (as defined herein).

 Our
 obligations under certain loan agreements are secured by a first priority security interest in substantially all of our assets and
 if we were to default, they could force us to curtail or abandon our business plans and operations.

 The
 issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to lenders under loan
 agreements may depress the market price of our common stock and cause substantial dilution.

 We
 currently owe a significant amount of money under our loan agreements, which we may not be able to repay on each agreement's
 terms and conditions.

 Other
 factors described in this Report under the heading " Item 1A. Risk Factors."

 The
risks described under the heading " Item 1A. Risk Factors " are not exhaustive. Other sections of this Report describe
additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors
emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors
on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Lottery.com or persons acting
on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Lottery.com Inc. undertakes no obligations
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law and regulation.

 iii

 PART
I

 Item
1. Business.

 Overview
and Recent Developments

 We
were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or
more businesses. On October 29, 2021, we consummated a business combination (the "Business Combination") with AutoLotto,
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. Unless
the context requires otherwise, references to the "Company," "we," "us," "our," "Lottery.com"
and "Lottery.com Inc." refer to Lottery.com Inc. and its consolidated subsidiaries.

 On
July 6, 2022, the Company announced that the Audit Committee (the "Audit Committee") of the board of directors of the
Company (the "Board") had retained outside counsel to conduct an independent investigation that revealed instances of
non-compliance with state and federal laws concerning the states in which lottery tickets were procured as well as order
fulfillment. The investigation also identified issues pertaining to the Company's internal accounting controls (the
"Internal Investigation"). Following a report on the filings of the Internal Investigation, effective July 1, 2022 the
Board terminated the employment of Ryan Dickinson as the Company's President, Treasurer and Chief Financial Officer. Subsequently, the Company initiated a review of its cash balances and related disclosures as well as its revenue
recognition processes and other internal accounting controls.

 On
July 20, 2022, Armanino LLP ("Armanino"), the Company's registered independent public accountant for the fiscal years
ended December 31, 2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the
"2021 Audit") and the unaudited financial statements for the quarter ended March 31, 2022 (the "March 2022 Financials"),
should no longer be relied upon. Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2022 Financials,
that the Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was
not properly recorded in the March 2022 Financials (see Note 3 to the consolidated financial statements included herein for more details).

 On
July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations or pay certain
existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.

 The
following day, on July 29, 2022, the Company effectively ceased operations (the "Operational Cessation"), when it furloughed
the majority of its employees and generally suspended its lottery game sales. The Company's remaining employees were limited to
the heads of the product, information technology and human resources teams as well as the legal and compliance team. Within one
week, several additional employees were recalled from furlough. All non-furloughed employees were retained, at the discretion of the
Company's then Chief Operating Officer and Chief Legal Officer to provide the minimal business functions needed to address the
Company's legal and compliance issues and to secure necessary funding to resume the Company's operations. Less than half
of these non-furloughed employees remain active in the efforts to restore Company operations and as of December 31, 2023, approximately
$1.9 million in outstanding payroll and other employee and director compensation obligations remain unpaid.

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

 On
October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, ("Yusufali") as the Company's
new independent registered public accounting firm.

 Since
the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain
of its core businesses (as described in more detail under "- Plans for Recommencement of Company Operations " below),
completing the restatements of the Company's 2021 Audit and March 2022 Financials and preparing and filing the Company's
delinquent periodic reports, including Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the year ended December
31, 2021, which the Company filed on May 10, 2023, Amendment No. 1 to the Company's Quarterly Report on Form 10-Q/A for the three
months ended March 31, 2022, which the Company filed on May 15, 2023, the Company's Quarterly Reports on Form 10-Q for the three
months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023, respectively, the Company's
Quarterly Report on Form 10-Q for the three months ended March 31, 2023, June 30, 2023, September 30, 2023, filed on June 16, 2023, August
22, 2023, and November 30, 2023 respectively, and this Report.

 Nasdaq
Listing

 On
March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal a determination
by the Listing Qualifications department (the "Staff") of Nasdaq dated February 23, 2023, to delist the Company's
securities from Nasdaq. The Company was non-complaint with Nasdaq Listing Requirements 5550(a)(2) (the "Bid Price
Requirement") and 5250(c)(1) (the "Timely Filing Requirement.") At the hearing before the Panel on April 24, 2023,
the Company presented its plan to complete the restatement of its financial statements for the fiscal year ended December 31, 2021,
and the subsequent quarter ended March 31, 2022, and to file the amended periodic reports and all subsequent required filings with
the SEC. The Company requested the continued listing of its securities on Nasdaq pending the completion of its compliance
plan.

 By
letter dated May 8, 2023, the Panel granted the Company's request for continued listing, on an interim basis, subject to the Company
submitting financial projections for fiscal 2023 and filing the restated financial statements for the fiscal year ended December 31,
2021, and quarter ended March 31, 2022, with the SEC by May 15, 2023. The Company satisfied these conditions and the Panel indicated
that it would review the filings, along with the updated projections, and thereafter determine whether to afford the Company additional
time to complete the compliance plan presented at the hearing.

 By
letter dated May 24, 2023, the Panel notified the Company that it had determined to suspend trading and otherwise move to delist the
Company's securities from Nasdaq effective with the open of the market on May 26, 2023. The Company's securities were suspended
from trading on that date but the securities were not delisted because the Company thereafter requested that the Panel reconsider its
determination to delist the Company's securities from Nasdaq based upon what the Company believed to be mistakes of material fact
upon which the Panel had based its decision.

 On
June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company's request
for continued listing subject to the Company's timely compliance with a number of conditions ultimately expiring on August 17,
2023, on or before which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the "June 8 th
 Decision"). As a result of the foregoing, the suspension from trading ceased and the Company's securities were reinstated
for trading on Nasdaq effective with the open of the market on June 15, 2023. See " Risk Factors - Risks Related to Our Common
Stock and Warrants We are currently in compliance with the continued listing standards of Nasdaq, except for meeting their requirements
for the market value of our publicly-held shares, and may not be able to regain full compliance with Nasdaq's continued listing
standards in the future " for more information.

 Loan
Agreement with Woodford

 On
December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. ("Woodford"), (the
"Woodford Loan Agreement"), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject
to certain conditions and requirements. Pursuant to such Woodford Loan Agreement the Company received $991,000 by December 31, 2023.
Woodford failed to meet its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation
under Agreement or association with Woodford. Woodford subsequently filed a complaint in the High Court of Justice in London
chancery Division. October 16, 2023, The High Court of Justice in London Chancery Division ("the Court") dismissed an
application for injunctive relief initiated by Woodford against the Company. (Case: FL-2023-000023. Woodford Eurasia Assets Limited
v Lottery.com Inc.) The Court characterized Woodford's application as "fundamentally misconceived" and ordered Woodford
to pay the Company's legal costs. Woodford subsequently, on the Judges' recommendation, withdrew the
proceedings.

filed an additional action in the United States District Court for the District of Delaware on February 14, 2024 in Case No. 23-1317-GBW.
Woodford subsequently filed a Notice of Voluntary Dismissal Without Prejudice was filed by Woodford in the, which stated that Woodford
provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors.

 With
the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is
determining its next course of action in resolving any further matters regarding Woodford.

 Amounts
borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford's option, into shares of the Company's
common stock, par value $0.001 per share (the "common stock"), beginning 60 days after the first loan date at the rate
of 80% of the lowest publicly available price per share of common stock within 10 business days of the date of the Loan Agreement
(which was equal to $5.60 per post-reverse split share), subject to a 4.99% beneficial ownership limitation which can be waived on
60 days notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common
stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount.

 Conditions
to the Woodford Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M. Cohen, Lawrence
Anthony DiMatteo and William Thompson), all of whom resigned from the Board in September 2022, and the appointment of two new
independent directors. Subsequent loans under the Woodford Loan Agreement also required the Company to comply with all NASDAQ
listing requirements, unless waived by Woodford. The Woodford Loan Agreement also allows Woodford to nominate another director to
the Board of Directors, in the event any independent member of the Board of Directors resigns.

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

 The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of
which are customary for a transaction of this size and nature. Included in the Loan Agreement are covenants prohibiting us from (a)
making any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which
consent may not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to
perform our obligations under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an
amount to exceed $1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing
any shares which negatively affects Woodford; and (h) repurchasing any shares.

 The
Company also agreed to grant warrants to purchase shares of common stock to Woodford (the "Woodford Warrants") in an amount
equal to 15% of the Company's 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued
and outstanding prior to the 1:20 reverse stock split of August 9, 2023). Each Woodford Warrant has an exercise price equal to the average
of the closing price of the Company's common stock for each of the ten days prior to the first amount being debited from the bank
account of Woodford, which equates to an exercise price of $5.60 per post-reverse split share. In the event the Company fails to repay
the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset
by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will
equal to $4.20 per share).

 In
connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and
Securitization, with Woodford (the "Security Agreement"), which provides Woodford with a first floating charge security
interest over all present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan
Agreement. The floating charge may be converted into a fixed charge upon the occurrence of certain events including: an event of
default; if Woodford reasonably believes that any secured property may be in jeopardy or danger of being seized or sold; or if
Woodford reasonably considers that it is desirable to protect its security interest. The floating charge may also be automatically
converted into a fixed charge upon the occurrence of certain other events. The Security Agreement prohibits the Company from
providing any other security interest over our assets, even if secondary to Woodford, while the amounts borrowed under the Woodford
Loan Agreement remain unpaid.

 On
June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the "Woodford Loan Agreement
Amendment") which provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of its
loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of 20%.
The validity and application of the Woodford Loan Agreement Amendment is
disputed by the Company. All other terms and conditions of securitization remain in full force and effect.

 Loan
Agreement with United Capital Investments London Limited

 On
July 26, 2023, the Company entered into a credit facility (the "UCIL Credit Facility"), which is represented by a loan
agreement, which was initially entered into on July 26, 2023 and was amended and restated on August 8, 2023 and subsequently amended
on August 18, 2023 (as so amended, the "UCIL Loan Agreement"). The UCIL Loan Agreement is with United Capital
Investments London Limited ("UCIL"), an entity in which each of Matthew McGahan, the Company's Chief Executive
Officer and Chair of the Company's Board, and Barney Battles, a member of the Board, have a direct or indirect interest. The
decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not received the
requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said
funding under the Woodford Loan Agreement. Moreover, the Board of Directors determined that it was in the best interest of the
Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford, upon receiving
an event of default notice on July 21, 2023 (the "Default Notice") and an event of default and crystallization notice on
July 25, 2023 (the "Crystallization Notice") from Woodford under the Woodford Loan Agreement. Neither McGahan or Battles participated in the vote on the UCIL agreement
to ensure proper independence and correct corporate governance. On July 24, 2023, the
Company responded to the Default Notice disputing that an event of default had occurred given the Company's earlier
announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023, the Company replied to the
Crystallization Notice denying that an event of default occurred or continued, and further asserted that Woodford's attempt
for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given the uncertainty of the continued
financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company's alternative
funding by entering into the UCIL Loan Agreement.

 Operations
Prior to Operational Cessation

 Prior
to the Operational Cessation, and it is our intention to become again, the Company was a provider of domestic and international
lottery products and services. As an independent third-party lottery game service, we offered a platform that we developed and
operated to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the "Platform"). Our
revenue generating activities included (i) offering the Platform via our Lottery.com app and our websites to users located in the
U.S. and international jurisdictions where the sale of lottery games was legal and our services were enabled for the remote purchase
of legally sanctioned lottery games (our "B2C Platform"); (ii) offering an internally developed, created and operated
business-to-business application programming interface ("API") of the Platform, which enabled our commercial partners,
in permitted U.S. and international jurisdictions, to purchase certain legally operated lottery games from us and to resell them to
users located within their respective jurisdictions ("B2B API"); and (iii) delivering global lottery data, such as
winning numbers and results, and subscriptions to data sets of our proprietary, anonymized transaction data pursuant to multi-year
contracts to commercial digital subscribers ("Data Service").

 Mobile
Lottery Game Platform Services

 Both
our B2C Platform and our B2B API provided users with the ability to purchase legally sanctioned draw lottery games via a mobile device
or computer, securely maintain their acquired lottery game, automatically redeem a winning lottery game, as applicable, and receive support,
if required, for the claims and redemption process. Our registration and user interfaces were designed to be easy to use, provide for
the creation of an account and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement
to pre-load minimum funds and - importantly - to provide instant confirmation of the user's lottery game numbers, whether selected
at random or picked by the user. Users of our B2C Platform services paid a service fee and, in certain non-U.S. jurisdictions, a mark-up
on the purchase price. Prior to the Operational Cessation, we generated revenue from this service fee and mark-up. Our B2B API Platform
resumed limited operations in April 2023. As of the date of this Report, our B2C Platform is not currently operational. We anticipate
that our B2C Platform will become operational by the summer of 2024.

 The
WinTogether Platform

 Prior
to the Operational Cessation, we operated and administered all sweepstakes offered by WinTogether, a U.S. registered 501(c)(3) charitable
organization ("WinTogether"), which was formed in April 2020 to support charitable, educational, and scientific causes. In
consideration of our operation of the WinTogether platform and administration of sweepstakes, we received a percentage of the gross donations
to a campaign, from which we paid certain dividends and all administration costs.

 The
WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes
awarded. On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company. On
December 5, 2023, the board of WinTogether voted to reinstate the business relationship with the Company.

 Current
Operations

 Despite
the Operational Cessation, certain of the Company's wholly-owned subsidiaries have continued to operate under the direction of
the leadership teams that were in place prior to the Company's acquisition of such companies. While the operational activities
of these subsidiaries vary, from the Operational Cessation through the date of this Report, each of TinBu, Aganar and JuegaLotto has
decreased its expenses and has had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

 Data
Services

 In
2018, we acquired TinBu, LLC ("TinBu"), a digital publisher and provider of lottery data results, jackpots, results, and
other data, as a wholly-owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and international
lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers and media
organizations. See " Item 1A. Risk Factors – We are party to pending litigation and investigations in various jurisdictions
and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse
outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ". Also,
see Item 3, "Legal Proceedings", "TinBu Complaint".

 Our
technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.
Our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the
lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds. Commercial acquirers of our Data
Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

 We
additionally had entered into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year
agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within
a bundle of provided services.

 Aganar
and JuegaLotto

 On
June 30, 2021, we acquired 100% 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. de C.V. ("JuegaLotto"). JuegaLotto is federally licensed by the Mexican regulatory authorities with jurisdiction over
the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance
in other countries throughout Latin America. Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and
has certain rights 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. See " Item 1A. Risk Factors – We need additional capital to, among other things, support
and restart our operations, re-hire employees and pay our expenses. Such capital may not be available on commercially acceptable terms,
if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations
and we may need to permanently cease our operations" for additional information.

 Sports.com

 In
December 2021, we finalized the acquisition of the domain name  and on November 15, 2022, we formed a wholly-owned
subsidiary called Sports.com, Inc., a Texas corporation ("Sports.com"). Subsequently, Sports.com announced a partnership
with the Saudi Motorsports Company, which enabled the Company to roll out the Sports.com brand at the IFA World Cup decider at the end
of November 2022. In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (" DSG "), which provides
Sports.com the exclusive North American distribution rights for sports data products offered and maintained by DSG (the "DSG Data").
The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu. On July 23,
2023, DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting its contractual obligations.

 Plans
for Recommencement of Company Operations

 As
noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations
on restarting certain of its core businesses. The Company has developed a three phase plan to recommence its operations, which plan is
outlined below.

 Phase
1 - Relaunch B2B API Platform. During the Operational Cessation, the Company maintained positive relationships with its ticket-printing
and courier partners, as well as several distribution partners that have been found to be in compliance with local, state, and federal
rules related to ticket procurement and distribution. These partners have implemented the Lottery.com API and have advised the Company
that they expect to be ready to offer lottery games to their customers through their sales channels when the Company resumes operations.
As such, the Company believes that it has sufficient demand to resume operation of its B2B API platform operations, assuming it is able
to maintain the core employee team to manage the lottery ticket fulfillment process and access sufficient capital to relaunch Project
Nexus, which was designed to, among other things, handle high levels of user traffic and transaction volume, while maintaining expediency,
security, and reliability in the administrative and back-office functionality required by the B2B API. Our B2B API Platform resumed limited
operations in April 2023.

 Phase
2 - Resume B2C Platform Operations. The Company believes that it will be in a position to relaunch its B2C Platform by the summer
of 2024 As of the date of this Report, the Company expects that it will initially relaunch its B2C Platform to customers in Texas for
a period of time before rolling it out to other jurisdictions. The Company plans to limit the rollout in order to give it additional
time to properly vet and confirm compliance with local, state and federal rules related to ticket procurement and distribution. For more
information, see " Item 1A. Risk Factors - Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret
laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal and compliance costs
and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of which may have a material
adverse effect on us or our results of operations, cash flow, or financial condition." The Company has also maintained various
pre-paid media credits that it expects to use to launch and maintain promotional campaigns for both lottery and sweepstakes sales geared
towards encouraging prior customers to return to the Platform and to acquire new customers.

 Phase
3 - Restore Other Business Lines and Projects. Assuming the success of Phase 1 and Phase 2, the Company expects to restore other
products it previously offered, such as supplying lottery tickets to consumers in approved domestic jurisdictions, partnering with licensed
providers in international jurisdictions to supply legitimate domestic lottery games, and reviving other products and services that were
under development when the Operational Cessation occurred.

 As
of the date of this Report, the current estimated cash balance of the Company and subsidiaries is approximately $36,799. The Company
believes that this cash on hand, along with future borrowings, will be sufficient for the Company to pay its service providers in connection
with the filings of its periodic reports.

 As
of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC ("Nasdaq") under the
ticker symbols "LTRY" and "LTRYW," respectively. As of the date of this Report, we are in compliance with Nasdaq's
continued listing requirements (the "Listing Rules"), except for being able to meet their requirements for the market value
of our publicly-held shares, as discussed in greater detail below under " Risk Factors - Risks Related to Our Common Stock and
Warrants - We are not currently in full compliance with the continued listing standards of Nasdaq and may not be able to regain full
compliance with Nasdaq's continued listing standards in the future," and have been granted a limited exception from Nasdaq
to continue the listing of our securities. Additionally, under its new management, the Company continues to work to improve its disclosure
and reporting controls, and plans to overhaul its systems of internal control over financial reporting and invest in additional legal,
accounting, and financial resources.

 Even
if the Company's three phase plan to recommence its operations is successful, there can be no assurance that the Company will be
able to regain compliance with the applicable Listing Rules, or that the hearings panel will continue to stay the delisting of the Company's
securities from Nasdaq. If the Company's securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company's
common stock and warrants or to obtain accurate quotations, and the price of the Company's common stock and warrants could suffer
a material decline. Delisting could also impair the Company's ability to raise additional capital needed to fund its operations
and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

 There
can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional
funds will be available on favorable terms, if at all. We may not be able to restart our operations and/or generate sufficient funding
to support such operations in the future. The Company's ability to continue its current operations, prepare and file its periodic
reports, and restart its prior operations, is dependent upon obtaining new financing. Future financing options available to the Company
include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic
transactions. Equity financings may include sales of common stock. Such financing may not be available on terms favorable to the Company
or at all. The terms of any financing may adversely affect the holdings or rights of the Company's stockholders and may cause significant
dilution to existing stockholders. There can be no assurance that the Company will be successful in obtaining sufficient funding on terms
acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of
operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters, when considered in the aggregate,
raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time which is defined
as within one year after the date that its current financial statements are issued. The accompanying financial statements do not contain
any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities
that might result from the outcome of this uncertainty. For more information, see the risk factors in Item 1A of this Report under the
heading "Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue
as a Going Concern, Our Internal Controls and Related Matters."

 Regulation
and Compliance

 We
are subject to a variety of laws in the U.S. and abroad that affect our business, including federal, state and territorial laws regarding
lotteries, gaming, sweepstakes, consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual
property, export, and national security, all of which are continuously evolving. The scope and interpretation of the laws that are or
may be applicable to us are often evolving or new and uncertain and may conflict with each other, particularly those governing our international
operations.

 Lottery
and gaming laws are generally based upon declarations of public policy designed to protect consumers from fraud and other misdeeds and
the viability and integrity of the games, while raising revenues for the particular country, state, or other authorizing jurisdiction.
To accomplish these goals, stringent laws and regulations have been established per jurisdiction to ensure that participants in the industry
meet certain standards which may require participants to:

 ensure
 that games are conducted fairly and honestly;

 establish
 procedures designed to prevent cheating and fraudulent practices;

 establish
 and maintain anti-money laundering practices and procedures;

 establish
 and maintain responsible accounting practices and procedures;

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

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

 file
 periodic reports with regulators;

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

 enforce
 gaming participant minimum age requirements.

 State
and federal laws in the U.S. govern and, in some cases, limit our business practices. For example, the Interstate Wagering Amendment
to 18 U.S.C. § 1301 limits our ability to purchase lottery games for a user located in one state from a lottery authority located
in another state, except under certain limited circumstances, such as where the lottery authorities in the respective states allow such
sales. Therefore, when such offerings are operational, for our users located within the U.S., we only purchase lottery games for users
who at the time are physically situated within the U.S. state or jurisdiction where the lottery game they are purchasing is being conducted,
unless an exception were to be authorized by the applicable lottery authorities. For more information, see "Item 1A. Risk Factors
- Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign
countries, it could have a negative impact on our business, financial condition, and results of operations."

 In
addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire
communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the
placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the
recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers,
may be fined or imprisoned, or both. The Wire Act provides, however, that it shall not be construed to prevent the transmission in
interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of
information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting
on that sporting event or contest is legal into a state or foreign country in which such betting is legal. In late 2011, the Office
of Legal Counsel (the "OLC") in the U.S. Department of Justice (the "DOJ") issued an opinion that concluded
the conduct prohibited by the Wire Act was limited to sports gambling; however, in January 2019, the OLC issued a new opinion (the
"2019 Opinion") that concluded that the restrictions in the Wire Act on the transmission in interstate or foreign
commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state
lotteries. Reinterpretation of the federal Wire Act by the OLC threatened certain online lottery sales, leading to litigation in
which the First Circuit Court of Appeals (the "First Circuit") which determined that the Wire Act applies only to
interstate wire communications related to sporting events or contests and not lottery games. Finding that the declaratory judgment
was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure
Act. In addition to the First Circuit's decision, the U.S. Circuit Court of Appeals for the Fifth Circuit (the "Fifth
Circuit") has previously held the Wire Act prohibitions apply only to sports gambling. Because many of the Company's
operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit did not set aside
the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business. For more information, see "Item
1A. Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the Wire Act to our
operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign
commerce, certain of our operations that are not currently restricted by statute or practice to a state's territorial
boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,
and results of operations."

 Separately,
some states prohibit the use of courier services and the sale of online lottery tickets, while other states limit the charges that we
can impose and collect. When such offerings are operational, we only purchase lottery games on behalf of our users and customers where
our services are permitted and in accordance with applicable laws. Per jurisdiction, the scope and interpretation of the laws that are
or may be applicable to our services and fees are subject to interpretation and may change. For example, in April 2023, the Texas State
Senate passed Senate Bill 1820 (the "Texas Bill"), which among other things, prohibits online lottery gaming and the
use of courier services in Texas. The Texas Bill was passed by the Texas legislature, and became effective on September 1,
2023.

 Our
compliance with federal, state, territorial and local laws is based on our interpretation of existing applicable laws regarding lottery
services such as ours. We have obtained legal advice and notified certain lottery authorities in U.S. jurisdictions where we do business
of the services that we offer, but in most cases, we have not received definitive determinations of the laws applicable to our services.
There is a risk that existing or future laws in the jurisdictions in which we operate may be interpreted in a manner that is in some
regards in conflict with our business model. Future laws that permit certain lottery services may be accompanied by restrictions or taxes
that make it impractical or less feasible to operate in certain jurisdictions. For more information, see " Item 1A. Risk Factors
- Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in
ways that impair our revenues, cause us to incur additional legal and compliance costs and other operating expenses, or are otherwise
not favorable to our existing operations or planned growth, all of which may have a material adverse effect on us or our results of operations,
cash flow, or financial condition. "

 Other
laws and regulations may be adopted or construed to apply to us that could restrict our business model, including privacy, taxation,
marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, antitrust and other laws, as well as laws governing
public companies.

 The
growth of electronic commerce may prompt calls for stronger consumer protection laws that may impose additional burdens on companies
such as ours conducting business through the Internet and mobile devices. It is likely that scrutiny and regulation of our industry may
increase, and we will be required to devote additional resources to compliance with applicable regulations. While we believe that we
are currently in compliance in all material respects with all applicable laws and regulatory requirements, we cannot assure that our
activities or any of our users' activities will not become the subject of any regulatory or law enforcement investigation, proceeding,
or other governmental or regulatory action or that any such investigation, proceeding, or action, as the case may be, would not have
a materially adverse impact on us or our business, financial condition or results of operations.

 For
more information, see "Item 1A. Risk Factors - Regulatory and Compliance Risks - Our business model and the conduct of our operations
may have to vary in each U.S. jurisdiction where we do business to address the unique features of applicable law to ensure we remain
in compliance with that jurisdiction's laws. Our failure to adequately do so may have an adverse impact on our business, financial
condition, and results of operations."

 Licensing

 We
may determine or be required to secure licenses from regulatory authorities with jurisdiction over our operations in markets in which
we contemplate expansion. Such licensure may impose additional obligations on us and our operations, which may include continuous disclosure
to, and investigation by, the applicable regulatory authority into the financial stability, integrity, and business experience of the
Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees. In markets in which we
have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements or conditions with which
we have not previously been required to comply, which may include locating technical infrastructure within the relevant territory, establishing
real-time data interfaces with the regulatory authority, implementing additional consumer protection and privacy measures, or additional
approvals or certifications of our technology, all of which may present operational challenges and material costs. Certain stockholders
may be required to be licensed.

 To
the extent that any stockholder, director, officer, or key employee is required to submit to required background checks and provide disclosure,
and such individual fails to do so or they or we do not successfully do so, this may jeopardize the grant of a license, provide grounds
for termination of an existing license, or result in the imposition of penalties. Generally, any person or entity who fails or refuses
to apply for a governmental license, finding of suitability, registration, permit, or approvals within the prescribed period after being
advised by a competent authority that they are required to do so may be denied or found unsuitable, as applicable, which may result in
our determining or being required to sever our relationship with such person or entity. Further, we may be subject to disciplinary action
or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we (a) pay them any
dividend or interest upon our shares; (b) allow them to exercise, directly or indirectly, any voting right conferred through the shares
they hold; (c) pay them remuneration in any form for services rendered or otherwise; or (d) if required, fail to pursue all lawful efforts
to require them to relinquish their shares.

our Charter provides that any of our securities held by a person or entity that is disqualified or unsuitable, as such terms are defined
in our Charter, are subject to redemption by us as and to the extent required by a regulatory authority or deemed necessary or advisable
by our Board in its sole and absolute discretion. If a gaming authority requires the Company, or our Board deems it necessary or advisable,
to cause any such securities be subject to redemption, we will deliver a redemption notice (as described in the Charter) to such person
or entity or its affiliate(s) (as applicable) and we will purchase the number and type of securities specified in the redemption notice
for the redemption price determined in accordance with the Charter and set forth in the redemption notice.

 Data
Protection and Privacy

 Because
we handle, collect, store, receive, transmit, and otherwise process certain personal information of our users, customers, and employees,
we are also subject to federal, state, and international laws and regulations related to the privacy and protection of such data. Regulations
such as the General Data Protection Regulation of the European Union put into effect in 2018 and the California Consumer Privacy Act,
could affect our business, and the potential impact is still being determined. Other states are considering similar laws, which could
impact our business.

 Responsible
and Underage Gaming

 We
are committed to compliance with the underage and responsible gambling requirements set forth in applicable domestic and international
statutes and regulations governing our operations. We take our corporate responsibility to our users and the regulators with authority
over our business very seriously, and we are focused on maintaining a safe and responsible gaming environment. We support and are members
of the National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive
policy and programs for all those affected by problem gaming. We continue to evaluate and develop our technology to meet the statutory
requirements regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility.

 All
of the U.S. jurisdictions and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons
under 18 years of age. We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them
from using our services.

 Many
jurisdictions, especially international jurisdictions, are imposing more stringent rules with regard to underage and responsible gambling.
This trend could continue to spread, and both U.S. and international jurisdictions may strengthen underage and responsible gambling requirements.

 Compliance

 We
intend to continue to develop a comprehensive internal compliance program, which will ensure compliance with legal requirements imposed
in connection with our activities and with legal requirements generally applicable to publicly traded companies. While we are firmly
committed to full compliance with all applicable laws and regulations, we cannot ensure that our compliance program will prevent the
violation of one or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result
in enforcement action, the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have
a material adverse effect on us or on our results of operations, cash flow, or financial condition.

 Because
we do business in international jurisdictions, our operations are subject to U.S. and foreign anti-corruption laws and regulations such
as the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other anti-corruption laws that may apply where we
operate. As we continue to expand globally, we are likely to become subject to additional laws and regulations and restrictions, which
increases the risk that we or one of our subsidiaries will inadvertently violate one of such laws or regulations.

 Governance

 All
members of the Board and all principal executive officers who served in such positions at the time of the Operational Cessation have
resigned from such positions and are no longer serving in any capacity with the Company or its subsidiaries. Matthew McGahan is now the sole director of Global Gaming and Gregory Potts was appointed to the boards of Juega Lotto and Aganar.

 Employees

 As
of the date of this Report, the Company has 10 non-furloughed employees and contractors who remain active in the efforts to restore Company
operations.

 Intellectual

 We
rely on a combination of trademark, copyright, and trade secret protection laws in the U.S. and other jurisdictions, as well as confidentiality
procedures and contractual provisions, to protect our intellectual property and our brand.

 We
have been using the LOTTERY.COM trademark since 2017; in February 2021, the LOTTERY.COM logo was registered on the Supplemental Register
of the U.S. Patent and Trademark Office. As of December 31, 2022, the registration of our LOTTERY.COM, AUTOLOTTO and SPORTS.COM word
marks and SPORTS.COM logo were pending with the U.S. Patent and Trademark Office. In March 2023, the U.S. Patent and Trademark Office
denied the registration of the SPORTS.COM word mark and the appeal period has expired. The registration of the SPORTS.COM logo has also
been denied and the Company is currently considering whether to appeal such denial. We are also using and/or have common-law trademark
rights in the trademarks AUTOLOTTO, SPORTS.COM, and "TAP, TAP, TICKET." We will continue to evaluate the filing of trademark
applications in the U.S. and select foreign markets, as appropriate.

 While
we did not have any patent applications or own any issued patents as of December 31, 2023, we will continue to evaluate our technology
to determine whether it is appropriate to file patent applications in the U.S. or internationally.

 We
seek to protect our intellectual property rights by implementing policies that require our employees and independent contractors involved
in development of intellectual property to enter into agreements acknowledging that all intellectual property generated or conceived
by them on our behalf are our property and assigning to us any rights that they may claim or otherwise have in those works or property,
to the extent allowable under applicable law.

 Notwithstanding
our best efforts to protect our technology and proprietary rights through registrations, licenses, and contracts, unauthorized parties
may still seek to use our intellectual property and technology without rights thereto. We may also face allegations that we have infringed
the intellectual property rights of third parties, including our competitors.

 Available
Information

 Our
Internet address is www.lottery.com. Our website and the information contained therein or linked thereto are not part of this Report.

 Item
1A. Risk Factors.

 We
have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results
of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or
that we currently believe are not material may also significantly affect our business, financial condition, results of operations or
reputation. Our business could be harmed by any of these risks. The risk factors described below should be read together with the other
information set forth in this Report, including our consolidated financial statements and the related notes, as well as in other documents
that we file with the SEC.

 Risks
Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue as a Going Concern,
Our Internal Controls and Related Matters

 The
findings of the previously disclosed Internal Investigation and other matters have exposed us to a number of legal proceedings, investigations
and inquiries, resulted in significant legal and other expenses, required significant time and attention from our senior management,
among other adverse impacts.

 As
previously disclosed in the Company's Current Reports on Form 8-K, initially filed with the SEC on July 6, 2022 and July 22, 2022,
the Board retained outside counsel to conduct the Internal Investigation that revealed instances of non-compliance with state and federal
laws concerning the state in which tickets are procured as well as order fulfillment, and issues pertaining to the Company's internal
accounting controls.

of these issues contributed to the Company's auditors' determination that the Company's audited financial statements
for the year ended December 31, 2021 and the unaudited financial statement for the quarter ended March 31, 2022, should no longer be
relied upon and required restatement.

 As
a consequence, on May 10, 2023 and May 15, 2023 respectively, the Company filed with the SEC as amended reports the required restatements
of its year-end report for December 31, 2021 and for the quarter ended March 31, 2022.

 The
aforementioned issues have had and could continue to have material adverse impacts on the Company. The Company and certain of our former
officers are the subject of a number of legal proceedings, investigations and inquiries with respect to cited issues and have been named
as a defendant in a number of lawsuits, including class action lawsuits. The Company incurred significant costs in connection with the
Internal Investigation, including legal expenses and costs associated with the restatement and adjustment of our financial statements.
We may also incur material costs associated with our indemnification arrangements with our current and former directors and certain of
our officers, as well as other indemnitees. Moreover, an unfavorable outcome in any of these matters could result in significant damages,
additional penalties or other remedies imposed against the Company, and/or our current or former directors or officers, which could harm
our reputation, business, financial condition, results of operations or cash flows. In addition, an unfavorable outcome in any of these
matters could exceed coverage provided, if any, under potentially applicable insurance policies, which is limited. For example, we currently
do not have an effective director and officer liability insurance policy in place for our current officers and directors, and may not
have the financial resources or otherwise be able to obtain a director and officer liability insurance at reasonable cost or terms in
the future. These issues have also led to material adverse impacts on our operations, our reputation and our relationships with business
partners, as well as material adverse impacts on our financial position, including incurred costs and expenses and our ability to raise
new capital in the future. Further, our senior management team has devoted significant time to facilitate the Internal Investigation
and is expected to continue to devote significant time and efforts to address the impacts associated with or arising from the Internal
Investigation.

 We
cannot predict all impacts on the Company in connection with or arising from any of the foregoing. Any unknown or new risks might result
in a material adverse effect on us.

 We
and certain of our former officers are, and in the future, we or our officers and directors may become, the subject of legal proceedings,
investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters, which
could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could
result in additional claims and material liabilities.

of our former officers are currently the subject of investigations and inquiries by the SEC and the U.S. Department of Justice (the "DOJ")
relating to the findings of the Internal Investigation and other matters. The Company is cooperating fully with such investigations and
inquiries. In the future, we or our officers and directors may become the subject of legal proceedings, investigations and inquiries
by governmental agencies in various jurisdictions relating to the findings of Internal Investigation and other matters.

 These
investigations and inquiries and any other similar or related future legal proceedings, investigations or inquiries are subject to inherent
uncertainties, and the actual costs to be incurred relating to these matters will depend upon many unknown factors. We are unable to
predict the outcome of these legal proceedings, investigations and inquiries, and we could be forced to expend significant resources
in the defense of these actions, and we may not prevail. Cooperating with as well as monitoring and defending against the legal actions
is time-consuming for management and detracts from their ability to fully focus our internal resources on continuing to restart our business
operations, which could result in delays in our anticipated recommencement plan. In addition, we have already incurred and may continue
to incur substantial legal fees and costs in connection with these matters. We are also generally obligated, to the extent permitted
by law, to indemnify our current and former directors and officers who are named in these and similar actions and do not have an effective
director and officer liability insurance policy in place for our current officers and directors. We are not currently able to estimate
the possible cost to us from these matters, as we cannot be certain how long they may take to resolve or the possible amount of any civil
penalties or damages, if any, that we may be required to pay. It is possible that we could, in the future, incur judgments or enter into
settlements of claims for monetary damages. Decisions adverse to our interests in these actions could result in damages, fines, penalties,
consent orders or other administrative sanctions against the Company and/or our officers, or in changes to our business practices, among
others, any of which could have a material adverse effect on our cash flow, results of operations and financial position.

publicity surrounding any such proceeding, investigation or inquiry or any enforcement action as a result thereof, even if ultimately
resolved favorably for us, coupled with the intensified public scrutiny of our Company and certain of its practices, could result in
additional investigations and legal proceedings. As a result, such proceedings, investigations and inquiries could have a material adverse
effect on our reputation, business, financial condition, including our ability to raise new capital, cash flows and results of operations
and could cause our securities to decline in value or become worthless.

 We
have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits that could
have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation.

 We
have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits and will
have to defend against such suits, including any appeals of such suits should our initial defenses be unsuccessful. We are currently
unable to estimate the possible loss or possible range of loss, if any, associated with the resolution of these suits. In the event that
our initial defenses of these suits are unsuccessful, there can be no assurance that we will prevail in any appeal.

 We
cannot predict the outcome of these lawsuits. The matters that led to our Internal Investigation and our financial restatement have exposed
us to increased risks of litigation, regulatory proceedings and government enforcement actions. We and our current and former directors
and officers may, in the future, be subject to additional litigation relating to such matters. Subject to certain limitations, we are
obligated to indemnify our current and former directors and officers in connection with such lawsuits and any related litigation or settlements
amounts. Regardless of the outcome, these lawsuits, and any other litigation that may be brought against us or our current or former
directors and officers, could be time-consuming, result in significant expense and divert the attention and resources of our management
and other key employees. An unfavorable outcome in any of these matters could result in significant damages, additional penalties or
other remedies imposed against us, our current or former directors or officers, which could harm our reputation, business, financial
condition, results of operations or cash flows. In addition, an unfavorable outcome in any of these matters could exceed coverage provided,
if any, under potentially applicable insurance policies, which is limited. Following disclosure of the results of our Internal Investigation,
we have had difficulties in obtaining desirable insurance coverage, or any insurance coverage, regarding legal proceedings, investigations
and inquiries, and we cannot assure you with any certainty that we will be able to obtain such coverage in the future.

 Matters
relating to or arising from the restatements and the Internal Investigation, including adverse publicity and potential concerns from
our users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and financial
condition.

 We
have been and could continue to be the subject of negative publicity focusing on the Internal Investigation and the restatements and
adjustments to our financial statements, and we may be adversely impacted by negative reactions from our users, customers or others with
whom we do business. Concerns include the perception of the effort required to address our accounting and control environment, and the
ability for us to be a long-term provider to our customers. Continued adverse publicity and potential concerns from our customers and
business partners or others could harm our business and have an adverse effect on our financial condition.

 In
July 2022, the Company furloughed the majority of its employees and suspended lottery game sales operations after determining that it
did not have sufficient financial resources to fund its operations or pay certain existing obligations, including payroll and related
obligations. As a result, the Company may not be able to continue as a going concern.

 In
July 2022, the Company furloughed the majority of our employees and ceased its operations after determining that it did not have sufficient
financial resources to fund our operations or pay certain existing obligations, including payroll and related obligations. As of December
31, 2023, the Company owed approximately $1.6 million in outstanding payroll obligations, which amounts remain unpaid. Since our
business is largely dependent on the efforts and talents of our employees and contractors, particularly those who are our developers
and engineers, and the provision of ongoing services to customers by our employees and contractors, the loss of these employees and contractors
has and may continue to result in the inability of the Company to operate its business and technology, meet its obligations to customers,
maintain key customer relationships and revenue, and fulfill its contractual obligations.

 In
order for the Company to restart its operations, it must raise sufficient capital to re-hire or hire additional employees. Qualified
employees may not be available for hire, and/or may require salaries or benefits in excess of what we paid persons in similar positions
previously, due to among other things, inflation and other economic factors, the need to hire such persons away from their current jobs
and the negative impact that the furlough has had on our reputation.

 If
we are not able to restart our operations, hire new employees and engage new contractors, and obtain funding sufficient to support and
restart our operations, we may be forced to permanently cease our operations, sell off our assets and operations, and/or seek bankruptcy
protection or a corporate reorganization, which could cause the value of our securities to become worthless, or at best, become devalued
in the marketplace

 These
conditions, along with our current lack of material revenue producing activities, and significant debt, raise substantial doubt about
our ability to continue as a going concern during the next 12 months. The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include
any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable
to continue as a going concern. The financial statements included herein also include a going concern footnote.

 We
need additional capital to, among other things, support and restart our operations, re-hire or hire employees and engage contractors
and pay our expenses. Such capital may not be available on commercially acceptable terms, if at all. If we do not receive the additional
capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations.

 We
need to raise capital to, among other things, support and restart our operations, re-hire or hire employees, engage contractors and
pay our expenses. The most likely source of future funds presently available to us will be through future borrowings under one or
more loan agreements or through the sale of equity or debt. We may have difficulty obtaining additional funding, and we may have to
accept terms that would adversely affect our stockholders. For example, the terms of any future financings, similar to our initial
Woodford Loan Agreement, may impose restrictions on the manner in which we conduct our business, including our ability
to pay dividends. Additionally, lending institutions or private investors may impose restrictions on a future decision by us to make
capital expenditures, acquisitions or significant asset sales. Obtaining additional financing involves certain risks,
including:

 additional
 equity or debt financing may not be available to us on satisfactory terms, if at all;

 if
 we raise additional funds by issuing equity, equity-linked securities or debt securities, those securities may have rights, preferences
 or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience
 dilution;

 loans
 or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation
 provisions, which are not acceptable to management or our Board;

 we
 may not have sufficient funds to repay our debt, which could lead us to default on our obligations; and

 the
 current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt
 financing.

 If
funds advanced under our current loan agreements are inadequate to meet our needs, and/or we are unable to raise additional funds, we
may not be able to raise enough capital to recommence our operations and operate our business. Consequently, we may be forced to curtail
or even abandon our plan to recommence our operations and we may need to permanently cease our operations.

 Further,
the operating relationship between the Company and some of its partners, such as the minority owners of Aganar and JuegaLotto, may be
negatively impacted by the Company's lack of liquidity. If these relationships were to become strained or be terminated entirely,
it could have a material adverse effect on our reputation, business, financial condition, including our ability to raise new capital,
cash flows and results of operations.

 If
we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations,
meet our reporting obligations or prevent fraud, and investor confidence and the trading price of our common stock and warrants may be
materially and adversely affected.

 In
connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2021, we and our independent
registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December
31, 2021. Such material weaknesses have not been fully remediated as of December 31, 2023. As defined in the standards established by
the U.S. Public Company Accounting Oversight Board, or PCAOB, a "material weakness" is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis.

 The
material weaknesses as of December 31, 2022 and 2021 identified include:

 Lack
 of sufficient number of personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine
 transactions;

 The
 fact that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions
 were either not designed and in place or not operating effectively;

 Deficiencies
 in the design and operations of the procedures relating to the timely closing of financial books at the quarter and fiscal year end;
 and

 Incomplete
 segregation of duties in certain types of transactions and processes.

 As
a result of the material weaknesses, management has concluded that our internal control over financial reporting was ineffective as of
December 31, 2022 and 2021, and these deficiencies remain uncorrected as of December 31, 2023.

 We
intend to implement measures to remediate the identified material weaknesses. Despite these efforts, no assurance can be provided that
such remedial measures will be successful in fully resolving the deficiencies in our internal controls, including those identified by
the Internal Investigation, will insulate us from the consequences of past disclosure inaccuracies, or will be successful in preventing
inaccurate disclosures in the future. The Company also cannot predict whether, or to what extent, such remedial actions will impact its
operations or financial results. See " Item 9A. Controls and Procedures-Material Weaknesses in Internal Control Over Financial
Reporting."

 Further,
there can be no guarantee that the Internal Investigation and subsequent inquiries revealed all instances of inaccurate disclosure or
other deficiencies, or that other existing or past inaccuracies or deficiencies will not be revealed in the future. Our failure to correct
these deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements
and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely
basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares
of common stock and warrants, may be materially adversely affected.

 In
addition, these deficiencies could cause investors to lose confidence in our reported financial information, limiting our access to capital
markets, adversely affecting our operating results and leading to declines in the trading price of our shares of common stock and warrants.
Additionally, ineffective internal controls could expose us to increased risks of fraud or misappropriation of corporate assets and subject
us to further litigation and/or regulatory investigations and civil or criminal sanctions. We could also be required to further restate
our historical financial statements.

 As
a public company, we are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that
we include a report from management on the effectiveness of our internal control over financial reporting in our Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q. In addition, once we become an "accelerated filer" and cease to be a "smaller
reporting company" as such terms are defined in the JOBS Act, our independent registered public accounting firm must attest to
and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our
internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent
testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting because of the existence of a
material weakness if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated
or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a public company, our reporting obligations
may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may
be unable to timely complete our evaluation, testing, and any required remediation.

the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify
other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal
control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude
on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking,
if we fail to achieve and maintain an effective internal control environment, it could result in future material misstatements in our
financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory
filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading
price of our shares of common stock and warrants, may be materially and adversely affected.

 The
circumstances that led to the failure to file our annual report and quarterly reports on time, and our efforts to investigate, assess
and remediate those matters have caused and may continue to cause substantial delays in our SEC filings.

 Our
ability to resume a timely filing schedule with respect to our SEC reporting is subject to a number of contingencies, including whether
and how quickly we are able to effectively remediate the identified material weaknesses in our internal control over financial reporting.
Our filing of our quarterly reports and annual report has been delayed and we cannot assure you we will be able to timely make our future
filings.

 In
cases where we delay our filings, investors will need to evaluate certain decisions with respect to our shares of common stock and warrants
in light of our lack of current financial information. Accordingly, any investment in our shares and/or warrants may involve a greater
degree of risk than other companies who are current on their public filings. Our lack of current public information may have an adverse
impact on investor confidence, which could lead to a reduction in our stock price or restrictions on our abilities to obtain financing
in the public market, among others.

 Business,
Market & Economic Risks

 Competition
within the global entertainment and gaming industries is intense and if we fail to compete effectively, our users may be attracted to
our competitors or to competing forms of entertainment including those on mobile devices and web applications, such as streaming, online
gaming, esports, and online sports betting. If our offerings are not popular, we could experience price reductions, reduced margins,
loss of market share, and our business, financial condition, and results of operations could be harmed.

 Our
users have a vast array of entertainment choices, including television, movies, sporting events, in-person lottery gaming, real money
gaming, and sports betting, all of which are more established and may be perceived by our users to offer greater variety, affordability,
interactivity, and enjoyment than our offerings. We compete with these and other forms of entertainment for our users' discretionary
time and income. If we are unable to sustain sufficient interest in our product offerings in comparison to other forms of entertainment,
including new and emerging forms of entertainment available on mobile devices and web applications, such as streaming, online gaming,
esports, and online sports betting, our business model may not continue to be viable.

 In
addition, the specific industries in which we have historically operated are characterized by dynamic consumer demand and technological
advances, and there is intense competition amongst providers to the lottery, online gaming, sports betting, and promotions industries.
Specifically, a number of established, well-financed third-party lottery application companies, online gaming providers, sports betting,
and interactive entertainment companies have competed with our offerings, and other well-capitalized companies may introduce competitive
services that achieve greater market acceptance. Such competitors may spend more money and time on developing and testing products, services,
and systems, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop
more commercially successful products, services, or systems than we are able, which could negatively impact our business. Furthermore,
new competitors may enter the mobile lottery industry, and government lottery operators may introduce forms of online lottery gaming
that compete with our services. There has also been, and continues to be, considerable consolidation among competitors in the entertainment,
gaming, and lottery industries, and such consolidation, and future consolidation, could result in the formation of larger competitors
with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger
market share, expand offerings, and broaden their geographic scope of operations. If we are not able to achieve some market share, if
our offerings are not popular, or if we are not able to provide competitive products, our business, financial condition, and results
of operations could be harmed.

 Economic
downturns, inflation, and political and market conditions beyond our control could adversely affect our business, financial condition,
and results of operations.

 Our
financial performance is subject to U.S. and global economic conditions and their impact on levels of spending by potential users and
customers of our Platform and acquirers of our Data Service. Economic recessions, or other economic conditions such as rising inflation
and interest rates, have had, and may continue to have, far reaching adverse consequences across many industries, including the global
entertainment, lottery, sweepstakes and promotions, and gaming industries, which may adversely affect our business, financial condition,
and results of operations. Tepid growth was experienced in the U.S. and globally following the financial crisis in 2008 through 2009,
and there may be an increasing risk of a recession or inflationary economic impacts due to international trade and monetary policy, rising
interest rates and inflation, and acts or threats of acts of war (including the ongoing war in the Ukraine and Middle East), along with
other economic challenges. If the national and international economic recovery slows or stalls, these economies experience another recession,
or any of the relevant regional or local economies suffers a downturn, or if inflationary effects accelerate, we may experience a material
adverse effect on our business, financial condition, or results of operations.

 In
addition, changes in general market, economic, and political conditions in domestic and foreign economies or financial markets, including
those resulting from, for example: the ongoing effects of the COVID-19 pandemic; rising interest rates and inflation; geopolitical challenges,
including global security concerns in response to Russia's continued war in Ukraine and regional wars in the Middle East; financial
and credit market instability or the unavailability of credit; and fluctuation in stock markets, may reduce users', customers',
or subscribers' disposable income and corporate budgets. Any one of these changes could have a material adverse effect on our business,
financial condition, or results of operations and could cause the value of our securities to decline or become worthless.

 Reductions
in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations.

 Our
business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure
activities, including lottery play, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict
and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high
levels of unemployment, and rising prices and inflation, or the perception by consumers of weak or weakening economic conditions, may
reduce our users' disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as purchasing
lottery games through remote channels. Several factors relating to this economic downturn, including reductions in discretionary income
due to changes in employment conditions, as well as customer preferences regarding discretionary spending habits, have caused and will
likely continue to cause a reduction in consumer spending. As a result, fewer individuals may engage in gaming and lottery activities.
The effect of a decrease in consumer spending on entertainment and leisure activities due to unfavorable market conditions could reduce
the Company's cash flows and revenues, and therefore have a material and adverse impact on our results of operations. As a result,
we cannot ensure that demand for our offerings will remain constant or achieve our anticipated growth.

 Adverse
developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity
in certain financial markets, increased interest rates and inflation, foreign exchange fluctuations, increased energy costs, acts or
perceived threats of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels
of unemployment, or significant declines in stock markets, natural disasters, as well as concerns regarding pandemics, epidemics, and
the spread of contagious diseases, could lead to a further reduction in discretionary spending on entertainment and leisure activities,
such as lottery play and participation in sweepstakes. Any significant or prolonged decrease in consumer spending on entertainment or
leisure activities could adversely affect the demand for our offerings, reducing our cash flows and revenues, and thereby materially
harming our business, financial condition, and results of operations and could cause the value of our securities to decline or become
worthless.

 Negative
events or negative media coverage relating to, or a declining popularity of, the lottery or lottery games in general, or other negative
coverage relating to lottery, forms of online gaming or betting, or the gaming industry, may adversely impact our ability to retain or
attract users, which could have an adverse impact on our business, financial condition, and results of operations.

 Public
opinion can significantly influence our business. Unfavorable publicity regarding, for example, our company, members of our management and Board,
our technology, our implementation of upgrades and changes to our technology, the quality of our Platform and its interfaces, our product
offerings, our other services and systems, actual or threatened litigation or regulatory activity, the actions of third parties with
whom we have relationships, our ability to recommence our business operations, or the conduct of the lottery authorities and the products
they offer, including declining popularity of a particular lottery game or lottery games in general, could seriously harm our reputation.
In addition, a negative shift in the perception of lottery games by the public or by politicians, lobbyists, or others could affect future
legislation regarding the mobile purchase of lottery games from third-party providers, including with respect to the regulation or licensure
of couriers, or with respect to the legalization of online lottery game sales ("Online Lottery"), either of which may impact
our operations. Negative public perception could also lead to new restrictions on or to the prohibition of mobile lottery play in jurisdictions
in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of
our new players and established user base, and it could result in decreased revenue or slower user growth rates, which could seriously
harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless.

 Our
future growth will depend largely on our ability to attract players and retain users, and the loss of our users, failure to attract new
users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition,
and results of operations.

 Our
ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new players to our
offerings, retain existing users of our offerings, and reactivate users in a cost-effective manner. Achieving growth in our
community of users may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make
sense in terms of return on investment. We have used and expect to continue to use a variety of free and paid marketing channels, in
combination with the promotional activity of in-state and multi-state issued lottery games, to achieve our objectives. For paid
marketing, we intend to leverage a broad array of advertising channels, which may include a combination of radio and social media
platforms, such as Facebook, Instagram, and X (formerly Twitter), affiliate marketing, paid and organic search engines, and other
digital channels, such as mobile display. If the search engines on which we rely modify their algorithms, change their terms around
gaming and lottery, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer users may
click through to our websites or download our application. If links to our websites or application are not displayed prominently in
online search results, if fewer users click through to our websites or application, if our other digital marketing campaigns are not
effective, or if the costs of attracting users via any of our current methods significantly increase, then our ability to
efficiently attract new users could be reduced, our revenue could decline, and our business, financial condition, and results of
operations could be harmed and could cause the value of our securities to decline or become worthless.

 In
addition, our ability to increase the number of users of our offerings will depend on user adoption of playing lottery games remotely
via a third-party application. Growth in the mobile and online lottery industry and the level of demand for and market acceptance of
our product offerings is subject to a high degree of uncertainty. We cannot ensure that players will use our products or that the industry
will achieve more widespread acceptance.

as technological or regulatory standards change and we modify our offerings to comply with those standards, we may need users to take
certain actions to continue playing, such as performing age verification and location checks or accepting new terms and conditions, including
those regarding responsible gaming. Users may stop using our offerings at any time, including if the quality of the user experience or
our support capabilities in the event of a user concern, does not meet their expectations or keep pace with the quality of the customer
experience generally offered by competitive offerings. This could seriously harm our business, financial condition and results of operations
and could cause the value of our securities to decline or become worthless.

 Prior
to the Operationally Cessation, Internet search engines drove traffic to our B2C Platform and our user growth could decline and our business,
financial condition, and results of operations would be adversely affected if we fail to appear prominently in search results when we
recommence operations.

 Our
success depends in part on our ability to attract users through unpaid Internet search results on search engines like Google, Yahoo!,
and Bing. The number of users we attract to our B2C Platform from search engines is due, in large part, to how and where our website
ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control
and may change frequently. For example, a search engine may change its ranking algorithms, methodologies, or design layouts. As a result,
links to our web-based properties may not be prominent enough to drive traffic, and we may not know how or otherwise be in a position
to influence the results. In some instances, search engine companies may change these rankings in a way that promotes their own competing
products or services or the products or services of one or more of our competitors. Search engines may also adopt a more aggressive auction-pricing
system for keywords that would cause us to incur higher advertising costs or reduce our market visibility to prospective players. Our
websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any
reduction in the number of users directed to our B2C Platform could adversely affect our business, financial condition and results of
operations and could cause the value of our securities to decline or become worthless.

 We
may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain
names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

 We
have registered domain names that we use in, or are related to, our business, most importantly www.lottery.com and www. sports.com.
We believe our easily identifiable and definitional brands and domain names are one of our competitive strengths. If we lose the ability
to use our domain names, especially www.lottery.com and www. sports.com, whether due to trademark claims, failure to renew
applicable registrations, or any other cause, we may be forced to incur significant expense in order to attempt to purchase rights to
the domain name in question, the failure of which would require us to market the relevant offerings under a new domain name, and we may
be required to change our brand, which could cause us substantial harm and expense, and could negatively impact our business, financial
condition, and results of operations. We may not be able to obtain preferred domain names outside the U.S. due to a variety of reasons.
In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. We
may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease
the value of our brand or our trademarks or service marks. Protecting, maintaining, and enforcing our rights in our domain names may
require litigation, which could result in substantial costs and diversion of resources, all of which could, in turn, adversely affect
our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless.

 We
are subject to risks related to corporate social responsibility, responsible gaming, reputation, and ethical
conduct.

 Many
factors influence our reputation and the value of our brands, including the perception held by our users, customers, business partners,
investors, regulatory authorities, key stakeholders, and the communities in which we operate, such as our social responsibility, corporate
governance, and responsible gaming practices. We have faced, and will likely continue to face, increased scrutiny related to social,
governance and responsible gaming activities, and our reputation and the value of our brands can be materially adversely harmed if we
fail to act responsibly in a number of areas, such as diversity and inclusion, workplace conduct, responsible gaming, human rights, philanthropy,
and support for local communities. Any harm to our reputation could impact employee engagement and retention, and the willingness of
users, customers and partners to do business with us, which could have a materially adverse effect on our business, financial condition,
and results of operations and could cause the value of our securities to decline or become worthless.

 Illegal,
unethical or fraudulent activities perpetrated by any of our members of management or Board, users, customers, or partners for personal
gain could expose us to potential reputational damage and financial loss, which would negatively impact our business, financial condition,
and results of operations and could cause the value of our securities to decline or become worthless.

Operational Risks

 We
have incurred net losses in the past with negative cash flows and suspended operations and may not be able to generate and sustain profitability.

 We
have a history of incurring net losses and have suspended significantly our operations since July 2022, the Operational Cessation. We
may not be able to achieve or maintain a needed level of profitability in the future. We experienced net losses of approximately $24.7
million for the year ended December 31, 2023, and experienced net losses of approximately $60.0 million and $53.0 million for the years
ended December 31, 2022 and December 31, 2021, respectively. As of December 31, 2023, we had an accumulated deficit of approximately
$233.8 million. While we have received some limited revenue since the Operational Cessation, we cannot predict when or whether we will
be able to restart our operations and/or whether or not we will be able to reach profitability at any time in the future.

 We
also expect our operating expenses to increase in the future as we continue to invest for our future growth, which will negatively affect
our results of operations if our total revenue does not increase. We cannot ensure that these investments will result in substantial
increases in our total revenue or improvements in our results of operations. In addition to the anticipated costs to grow our business,
we also expect to incur significant additional legal, accounting, and other expenses as a public company. Once we restart our operations,
any failure to increase our revenue or to manage our costs could prevent us from achieving or maintaining profitability or positive cash
flow.

 The
Online Lottery market is still in relatively early stages of growth, and if such market does not continue to grow, grows slower than
we expect, or fails to grow as we forecast, our business, financial condition, and results of operations could be adversely affected.

 The
Online Lottery market has grown rapidly since we launched our Platform in 2016, but it is still relatively new, and it is uncertain to
what extent market acceptance will continue to grow, if at all. Our success will depend to a substantial extent on the willingness of
users to purchase Online Lottery games, i.e., through mobile applications and web properties. If the public does not perceive
these services as beneficial, or chooses not to use them as a result of concerns regarding security, safety, affordability, or for other
reasons, whether as a result of incidents on our Platform or on our competitors' applications or otherwise, or instead adopts alternative
solutions that may arise, then the market for our Platform may not further develop, may develop slower than we expect, or may not achieve
the growth potential we expect, any of which could adversely affect our business, financial condition, and results of operations and
could cause the value of our securities to decline or become worthless.

 Our
business may be materially adversely affected if our products, technology, services, and solutions do not achieve and maintain broad
market acceptance, if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing
regulatory requirements, or if we do not invest in product and systems development and provide services that are attractive to our users
and customers.

 Our
future business and financial success will depend on our ability to anticipate the needs of potential users and customers, to achieve
and maintain broad market acceptance for our existing and future products, services, and systems, to successfully introduce new and upgraded
products, services, and systems, and to successfully implement our current and future geographic expansion plans. To be successful, we
must be able to quickly adapt to changes in technology, industry standards, and regulatory requirements by continually enhancing our
technology, services, and solutions. Developing new services and upgrades to services, as well as integrating and coordinating current
services, imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly,
and our efforts to develop, integrate, and enhance our products, services, and systems may not be successful. In addition, successfully
launching a new or upgraded product or expanding into a new jurisdiction will put additional strains on our financial, technology and
marketing resources. Expanding into new markets and investing resources towards increasing the depth of our coverage within existing
markets impose additional burdens on our research, systems development, sales, marketing, and general managerial resources. If we are
unable to manage our expansion efforts effectively, obtain greater market share or obtain widespread adoption of new or upgraded products,
services, and systems, we may not be able to offset the expenses associated with the launch and marketing of the new or upgraded products,
services, and systems, which could have a material adverse effect on our financial results. If we introduce new or expand existing offerings
for our business, we may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place
us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant
resources and the possibility that returns on such investments will not be achieved for several years, if at all.

 If
we are unable to develop new or upgraded offerings or decide to combine, shift focus from, or phase out a service, then our users or
customers may choose a competitive offering over ours, our revenues may decline, and our profitability may be reduced. If we incur significant
costs in developing new or upgraded systems, products or services, or combining and maintaining existing systems, if we are not successful
in marketing and selling these new products or upgrades, or if our users or customers fail to accept these new or combined products,
then there could be a material adverse effect on our results of operations due to a decrease of our revenues. If we eliminate or phase
out a product and are not able to offer and successfully market and sell an alternative product, our revenue may decrease, which could
have a material adverse effect on our results of operations.

 Our
future success will largely depend on our ability to make continuous improvements to provide products, services, and systems that are
attractive to our users and customers. As a result, we will need to continually invest resources in product development and successfully
incorporate and develop new technology. If we are unable to do so or otherwise provide products, services, and systems that users and
customers want, then our users or customers may become dissatisfied and use competitors' services. If we are unable to continue
offering innovative products, services, and systems, we may be unable to attract additional users or customers or retain our existing
users or customers, which could harm our business, results of operations, and financial condition and could cause the value of our securities
to decline or become worthless.

 Our
results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees
of future performance.

 Although
lottery games are offered on a year-round basis, there is seasonality in lottery games purchasing that may impact our operations and
operations of our customers. The broad geographical mix of our user and customer base also impacts the effect of seasonality, as users
and customers in different territories typically place differing importance on different lottery games and those games often have different
calendars. For example, some multi-state games can have occasional increasingly high jackpot opportunities, which increase user attention
and ticket purchases, which further increases the jackpot. Such events may cause increases in our revenues. By contrast, low jackpot
lottery games or periods in which there is little promotional activity connected to lottery games in general may negatively impact the
purchase of lottery games. Such fluctuations and uncertainties may negatively impact our cash flows.

 We
may not be able to capitalize on trends and changes in the gaming and lottery industries, including due to the operational costs involved,
the laws and regulations governing these industries in various jurisdictions, and other factors.

 We
participate in new and evolving aspects of the mobile gaming and lottery industries. Part of our strategy, when we have sufficient funding,
is to take advantage of the liberalization of regulations covering these industries on a global basis. These industries involve significant
risks and uncertainties, including legal, business, and financial risks. The fast-changing environment in these industries can make it
difficult to plan strategically and can provide opportunities for competitors to grow their businesses at our expense. Consequently,
our future results of operations, cash flows, and financial condition are difficult to predict and may not grow at the rates we expect.

 To
the extent that we enter into any business that is determined to be internet gaming, any jurisdiction in which our existing business
is deemed to be internet gaming, or our customers offer internet gaming, it is important to recognize that the laws relating to internet
gaming are evolving literally by jurisdiction. To varying degrees, governments have taken steps to change the regulation of internet
wagering through the implementation of new or revised licensing and taxation regimes, including the possible imposition of sanctions
on unlicensed providers. We cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or
foreign laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder our strategy or be applicable
to or impactful on our business, operations and financial condition.

 In
jurisdictions that authorize internet gaming, we may not be successful in offering our technology, content and services to internet gaming
operators, We expect to face intense competition from our traditional competitors in the gaming and lottery industries, as well
as a number of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially
greater financial resources or experience in this area than we do.

 Know-your-customer
and geo-location programs and technologies supplied to us by third parties are an important aspect of certain internet and mobile gaming
products, services, and systems, because they can confirm certain information with respect to players and prospective players, such as
age, identity, and location. Payment processing programs and technologies, typically provided by third parties, are also a necessary
feature of interactive and mobile wagering products, services, and systems. Moreover, we cannot provide any assurance that programs or
technologies supplied to us by third parties will always meet regulatory standards, which constitutes an economic and regulatory risk
to us. Additionally, these programs and technologies are costly to implement, and our use of them may have an adverse impact on our results
of operations, cash flows, and our financial condition and overall business risk Also, our products or services containing these programs
and technologies may not be available to us on commercially reasonable terms, if at all, and may not perform accurately or otherwise
in accordance with required specifications, all of which may have a negative impact on our business, results of operations, and financial
condition and could cause the value of our securities to decline or become worthless.

 Branding
and Reputational Risks

 Our
business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a
result of negative publicity, our business and operating results may be harmed.

 We
believe that developing, maintaining and enhancing our brand and reputation is critical to achieving widespread acceptance of our products,
services, and systems, attracting and retaining users and customers, persuading users and customers to adopt additional products, services,
and systems, and hiring and retaining our employees.

 We
believe that the importance of our brand will increase as competition in the markets in which we participate further intensifies. Successful
promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our ability to provide
high-quality, reliable, and cost-effective products, services, and systems, the perceived value of our products, services, and systems,
and our ability to provide quality user and customer success and support experience. Brand promotion activities require us to make substantial
expenditures. The promotion of our brand, however, may not generate user and customer awareness or increase revenue to the extent we
anticipate, or at all, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.

the reputational impact of our Board and management changes, the Operational Cessation and the events contributing thereto have not been
quantified. It may require significant investment to restore the value in our brand, and the value of our brand may never return to prior
levels and/or may be permanently reduced as a result of recent events.

 We,
our employees, our affiliates, and others with whom we have contractual relationships also use social media to communicate externally.
There is a risk that this use of social media to communicate about our business may give rise to liability or result in public exposure
of personal information of our employees, our users, or others, each of which could affect our revenue, business, results of operations,
and financial condition.

 We
operate in a public-facing industry where negative publicity, whether or not justified, can spread rapidly through, among other things,
social media. To the extent that we are unable to respond timely and appropriately to negative publicity, our reputation and brand could
be harmed. Moreover, even if we are able to respond in a timely and appropriate manner, we cannot be certain that it will be timely or
sufficient to not cause us to suffer reputational and brand damage, which could affect our revenue, business, results of operations,
and financial condition.

 Our
marketing efforts to help grow our business may not be effective.

 Promoting
awareness of our Platform is important to our ability to grow our business and to attract new users and customers in the future, which
can be costly. We believe that much of the growth in the number of users of our B2C Platform prior to the Operational Cessation was attributable
to our paid marketing initiatives. Our future marketing efforts may include a combination of bonus offerings, affiliate marketing programs,
social media engagement, radio, video, podcasts, search engine optimization, and keyword search campaigns. Our marketing initiatives
may become increasingly expensive and generating a meaningful return on these initiatives may become difficult. Even if we successfully
increase revenue as a result of these marketing efforts, it may not offset the additional marketing expenses we incur. If our marketing
efforts intended to help grow our business are not effective, we expect that our business, financial condition, and results of operations
would be adversely affected.

 If
we fail to detect fraud or misappropriation of proprietary information, including by our users, customers, and employees and contractors,
our reputation and brand may suffer, which could negatively impact our business, financial condition, and results of operations and can
subject us to investigations and litigation.

 We
have in the past incurred, and may in the future, incur losses from various types of fraud, which may include the use of stolen or
fraudulent payment card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds,
referral fraud by affiliates, fraud with respect to background checks, fraud by employees or contractors, including our couriers,
and account misappropriation by bad actors, or phishing. Bad actors use increasingly sophisticated methods to engage in illegal
activities involving personal information, such as identity theft, payment or bank account information theft and the unauthorized
acquisition of mobile phone numbers and other accounts.

 Acts
of fraud may involve various tactics, including collusion. Successful exploitation of our technology could have negative effects on our
product offerings, services, and user experience and could harm our reputation. Failure to discover such acts or schemes in a timely
manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on
our brand and reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations
and could cause the value of our securities to decline or become worthless. In the event of the occurrence of any such issues with our
existing technology or product offerings, substantial engineering and marketing and other resources, and management attention, may be
diverted from other projects and requirements to correct these issues, which may delay other projects and the achievement of our strategic
objectives.

 In
addition, any misappropriation of, or access to, users' or other proprietary information or other breach of our information security
could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply
with privacy and information security laws, including for failure to protect personal information or for misusing personal information,
which could disrupt our operations, force us to modify our business practices, require us to comply with costly remediation requirements,
damage our brand and reputation, and expose us to claims from our users, regulators, employees, and other parties, any of which could
have an adverse effect on our business, financial condition, and results of operations.

 We
may be held liable for these acts of fraud. For example, under current payment card industry practices, we may be liable for use of funds
on our products with fraudulent payment card data, even if the associated financial institution approved the transaction. Despite measures
we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our offerings, we cannot guarantee that
any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent
transactions could harm our reputation or brand, result in litigation or regulatory action that may include fines and penalties, and
lead to expenses, all of which could adversely affect our business, financial condition, and results of operations and could cause the
value of our securities to decline or become worthless.

 Our
growth prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings. In addition,
if we fail to make the right investment decisions in our offerings and technology, we may not attract and retain key users and customers
and our revenue, business, financial condition, and results of operations may decline.

 The
industry in which we operate is subject to rapid and frequent changes in standards, technologies, products, and service offerings, as
well as in consumer demands and expectations and regulations. We must continuously make decisions regarding which offerings and technology
we should invest in to meet user and consumer demand in compliance with evolving industry standards and regulatory requirements, and
to grow we must continually introduce and successfully market new and innovative technologies, offerings, and enhancements to remain
competitive and effectively stimulate user and customer demand, acceptance, and engagement. Our ability to engage, retain, and increase
our user and customer base and to increase our revenue will depend heavily on our ability to successfully create new offerings, both
independently and together with third parties. We may introduce significant changes to our existing technology and offerings or develop
and introduce new and unproven products, services, and systems, any of which we may have little or no prior development or operating
experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well
received by users, even if well-reviewed and of high quality. If we are unable to develop technology and products, services, and systems
that address users' needs or enhance and improve our existing technology and offerings in a timely manner, it could have a material
adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline
or become worthless.

 Although
we intend to continue investing in our research and development efforts to the extent we have sufficient funds to do so, if our new or
enhanced offerings fail to engage our users or customers, we may fail to attract or retain users or customers or to generate sufficient
revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business. In addition, management
may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the
time we decided to execute any new initiative. Creating additional offerings can also divert our management's attention from other
business issues and opportunities. Even if our new offerings attain market acceptance, those new offerings could exploit the market share
of our other product offerings or share of our users' wallets in a manner that could negatively impact such offerings. Furthermore,
such offering expansion will increase the complexity of our business and place an additional burden on our management, operations, technical
systems, and financial resources, and we may not recover the often-substantial up-front costs of developing and marketing new offerings
or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued
growth of our operations, products, or in the number of third-party relationships, we may not have adequate resources, financially, operationally,
technologically, or otherwise, to support such growth and the quality of our technology, offerings, or our relationships with third parties
could suffer. In addition, failure to effectively identify, pursue, and execute new business initiatives, or to efficiently adapt our
processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, and results
of operations and could cause the value of our securities to decline or become worthless. Any new offerings may also require our users
to utilize new skills to use our offerings. This could create a lag in adoption of new offerings and new user additions related to any
new offerings. To the extent that future users, including those in older demographics, are less willing to invest the time to learn to
use our products, and if we are unable to make our products, services, and systems easier to learn to use, our user growth or engagement
could be affected, and our business could be harmed. We may develop new products, services and systems that increase user engagement
and costs without increasing revenue.

we may make bad or unprofitable decisions regarding these investments. If competitors offer more attractive offerings, we may lose users
or users may decrease their spending on our offerings. Changing player demands, superior competitive offerings, evolving industry standards,
or changes in the regulatory environment could render our existing offerings unattractive, unmarketable, or obsolete and require us to
make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market or evolving
user and customer demands could harm our business, financial condition, and results of operations and could cause the value of our securities
to decline or become worthless.

 Any
failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business,
financial condition, and results of operations.

 Our
ability to attract and retain qualified support personnel is dependent in part on the ease and reliability of our offerings, including
our ability to provide high-quality support. Users on our Platform have and will continue to depend on our support organization to resolve
any issues relating to our offerings, such as technical questions around how to use our app and web-based properties or information regarding
our Data Services. Our ability to provide effective and timely support when operations resume will be largely dependent on our ability
to attract and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As
we restart our business and reintroduce and improve our offerings, we will face challenges related to providing quality support services
at scale. As users in new domestic and international jurisdictions acquire our services, our support organization will face additional
challenges, including those associated with delivering support in languages other than English. The complex employment market and low
unemployment rates may impact the availability of service providers and as a result, our ability to provide effective and timely support
and an increase in response time. Any failure to provide efficient user support, or a market perception that we do not maintain high-quality
support, could adversely affect our reputation, brand, business, financial condition, and results of operations and could cause the value
of our securities to decline or become worthless.

 Information
Technology Risks

 We
rely on information technology and other systems and services, and any failures, errors, defects, or disruptions in our systems or the
availability of our services could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability
to scale our technical infrastructure, and adversely affect our operating results and growth prospects. Our software applications and
systems, and the third-party platforms upon which they are made available, could contain undetected errors.

 Our
technology infrastructure is critical to the performance of our offerings and to user and customer satisfaction. We have devoted and
expect to continue to devote significant resources to network and data security to protect our systems and data and aim to make our operations
and our solutions more streamlined, automated, and cost-effective. Despite our expenditures, our systems may not be adequately designed
with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. The measures
we take may not be sufficient to prevent or hinder cyber-attacks and protect our systems, data, and user and customer information and
to prevent outages, data, or information loss, fraud, and to prevent or detect security breaches, including a disaster recovery strategy
for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services. We have experienced,
and we may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including
infrastructure changes, human or software errors and capacity constraints. Such disruptions have not had a material impact on us; however,
future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological
infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely
affect our business, financial condition, results of operations and prospects.

our application and web-based products may contain errors, bugs, flaws, or corrupted data, and these defects may only become apparent
after their launch. If a particular product offering is unavailable when users or customers attempt to access it or navigation through
our offerings is slower than they expect, users may be unable to timely acquire their lottery games and may be less likely to use our
Platform again, if at all. Furthermore, programming errors, defects, and data corruption could disrupt our operations, adversely affect
the experience of our users or customers, harm our reputation, cause our users to stop utilizing our offerings, divert our resources,
and delay market acceptance of our offerings, any of which could result in liability to us or harm our business, financial condition,
and results of operations and could cause the value of our securities to decline or become worthless.

 If
our user and customer base and engagement grows, and the amount and types of offerings we provide grow and evolve, we will need an increasing
amount of technical infrastructure, including network capacity and computing power, to satisfy our users' and customers'
needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components
may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our
offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design
and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could
further degrade the user or customer experience or increase our costs. As such, we could fail to effectively scale and grow our technical
infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting
from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies, or other catastrophic
events.

 We
believe that if our users or customers have a negative experience with our offerings, or if our brand or reputation is negatively affected,
users and customers may be less inclined to utilize our products and services or to recommend our offerings to other potential users
and customers. As such, a failure or significant interruption in our service could harm our reputation, business, financial condition,
and operating results.

 Despite
our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers, breached due to employee
or contractor error, malfeasance, or other cybersecurity risks or disruptions. Any such breach could compromise our networks and the
information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure, or other loss of information
could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties,
fines, and the payment of damages, restrictions on our ability to use data, disruption of our operations and the services we provide
to users, damage to our reputation, and a loss of confidence in our products, services, and systems, which could adversely affect our
business.

 The
secure maintenance and transmission of personally identifiable information of our users is a critical element of our operations. Our
information technology and other systems that maintain and transmit user information, or those of our customers, service providers, business
partners, or employees may be compromised by a malicious third-party penetration of our network security, or that of a third-party service
provider or business partner or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party
service provider or business partner. As a result, our users' information may be lost, disclosed, accessed, or taken without our
users' consent. We have experienced attempts to breach our systems and other similar incidents in the past and anticipate that
it may occur in the future. For example, we expect that we will be subject to attempts to gain unauthorized access to or through our
information systems, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop
and deploy viruses, worms or other malicious software programs. To date, attempts to breach our systems have not had a material impact
on our business, operations, or financial results, but we cannot provide assurance that they will not have a material impact in the future.

 We
rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive
information, including payment card information. Advances in computer capabilities, new technological discoveries, or other developments
may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information
from being breached or compromised. In addition, apps and websites are often attacked through compromised credentials, including those
obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect
or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social
engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or
transmitted by our apps, websites, networks, and systems or that we or such third parties otherwise maintain, including payment card
systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and
such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques
used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party
service providers.

 In
addition, distributed ledger technology is an emerging technology that offers new capabilities that are not fully proven in use. As with
other novel software products, the computer code underpinning the distributed ledger technology used in our Platform may contain errors,
or function in unexpected ways and may cause the software to break or function incorrectly.

security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees
or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also
increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in
unauthorized access to our sites, networks, and systems; unauthorized access to and misappropriation of user information, including users'
personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms,
spyware, or other malware being served from our sites, networks, or systems; deletion or modification of content or the display of unauthorized
content on our sites; interruption, disruption, or malfunction of operations; costs relating to breach remediation, deployment of additional
personnel and protection technologies, response to governmental investigations, and media inquiries and coverage; engagement of third-party
experts and consultants; or litigation, regulatory action, and other potential liabilities. In the past, we have experienced social engineering,
phishing, malware, and similar attacks and threats of denial-of-service attacks, none of which to date has been material to our business;
however, such attacks could in the future have a material adverse effect on our operations, business, and financial condition. If any
of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could
be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed
to a risk of loss, litigation, or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems
will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy
additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

 In
addition, any party who is able to illicitly obtain access to a user's account could access the user's transaction data or
personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or
those of our third-party service providers, could violate applicable privacy, data protection, data security, network, and information
systems security and other laws and cause significant legal and financial exposure, adverse publicity, negative impact to our brand and
reputation, and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial
condition, and results of operations and could cause the value of our securities to decline or become worthless. We plan to continue
to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches,
including notifying affected users in accordance with regulatory requirements and responding to any resulting litigation, which in turn,
diverts resources from the growth and expansion of our business.

 Because
we maintain certain information about our users, we are subject to various privacy laws both in the U.S. and internationally. Our failure
to comply with such laws could expose us to penalties, fines, and litigation, and it could adversely impact our reputation and brand,
any of which could adversely affect our business.

 We
are subject to various privacy laws in the U.S. and foreign jurisdictions and we expect that new industry standards, laws and regulations
will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the California
Consumer Privacy Act of 2018, which went effective January 1, 2020 and the California Consumer Privacy Rights Act ("CCPA"),
which went effective on January 1, 2023, which impose obligations for the handling, disclosure and deletion of personal information for
California residents. Virginia and other states have enacted, or are considering enacting, data privacy laws similar to the CCPA. Certain
of these laws, including the CCPA also requires companies to give residents the ability to opt out of the sale of their personal information
and creates potential liability for companies that fail to take adequate steps to protect personal information where that failure results
in a data breach.

 In
the European Union, the General Data Protection Regulation of 2018 (the "GDPR") significantly expanded the rules on using
personal data and increased the risks of processing personal data. Some of the new requirements include:

 accountability
 and transparency requirements, which require those who control data to demonstrate and record compliance and provide certain detailed
 information to users regarding the ways in which data is used and processed;

 enhanced
 data consent requirements, which includes "explicit" consent with regard to information the regulation classifies as
 sensitive data;

 obligations
 to consider data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well
 as the amount of information collected, processed, and stored;

 constraints
 on using data to profile users;

 obligations
 to provide users with personal data in a usable format on request and to erase personal data in certain circumstances; and

 reporting
 to data protection authorities of potential breaches without undue delay (72 hours, where feasible).

 Other
foreign jurisdictions in which the Company operates, or in which it has it services available, have implemented, or are considering implementing,
data privacy laws and regulations, many of which are similar to the GDPR. Although we attempt to stay current with such developments
in the jurisdictions in which we or our subsidiaries operate, our policies and procedures for compliance with data privacy laws and regulations,
may not be up-to-date or implemented correctly or our management, employees or agents. thereby not complying with current procedures.
Moreover, our third-party agents in foreign jurisdictions may likewise not implement policies and procedures that are the most current
for their jurisdiction, thereby creating a risk factor for us. Failure to comply with data privacy laws and regulations may have serious
financial consequences. We could face significant sanctions, statutory damages, and damage to our reputation resulting in a material
adverse effect on our results of operations, business, or financial condition.

 Our
business could be adversely impacted by changes in the Internet and mobile device accessibility of users.

 Our
business depends on users' access to our offerings via a mobile device or personal computer and the Internet. We may operate in
jurisdictions that provide limited data or Internet connectivity, particularly as we expand into foreign markets. Internet access and
access to a mobile device or personal computer are frequently provided by companies with significant market power that could take actions
that degrade, disrupt, or increase the cost of consumers' ability to access our offerings. In addition, the Internet infrastructure
that we and our users rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere
with the speed and availability of our offerings. Any such failure in Internet or mobile device or computer accessibility, even for a
short period of time, could adversely affect our results of business, financial condition, and results of operations and could cause
the value of our securities to decline or become worthless.

 We
operate in a rapidly evolving industry and if we fail to successfully develop, market, or sell new products or adopt new technology platforms,
it could materially adversely affect our business, results of operations, and financial condition.

 Our
Platform and other software products are in a market characterized by rapid technological advances, evolving standards in software and
hardware technology, and frequent new product introductions and enhancements that may render existing products, services, and systems
obsolete. Competitors are continuously upgrading their product offerings with new features, functions, and content. In addition, we may
be required to refine our software and technology platform to address regulatory changes in the markets in which we operate or plan to
operate. In order to become competitive, we may need to periodically modify and enhance our technology platform and service offerings.

 We
cannot assure you that we will be able to respond to rapid technological or regulatory changes in our industry. In addition, the introduction
of new products or updated versions of existing products and the underlying technology that supports such products has inherent risks,
including, but not limited to, risks concerning:

 product
 quality, including the possibility of software defects, which could result in claims against us or the inability to sell our products;

 the
 accuracy of our estimates of user or customer demand, and the fit of the new products and features with users' or customers'
 needs;

 the
 need to educate our sales, marketing and services personnel to work with the new products and features, which may strain our resources
 and lengthen sales cycles;

 market
 acceptance of initial product releases; and

 competitor
 product introductions or regulatory changes that render our new products obsolete.

 Developing,
enhancing and localizing software is expensive, and the investment in product development may involve a long payback cycle. However,
we believe that we must dedicate a significant amount of resources to our developmental efforts to maintain our competitive position.
However, funding for such development efforts may not be available on favorable terms if at all, and we may not receive significant revenue
from these investments for several years, if at all. In addition, as we or our competitors introduce new or enhanced offerings, the demand
for our offerings, may decline.

 We
may not timely and effectively scale and adapt our technology and network infrastructure to ensure that our Platform is accessible, which
would adversely affect our business, reputation, financial condition, and results of operations.

 Once
it becomes operational, we expect to make significant investments to improve the availability of our Platform and to enable rapid releases
of new features and services, funding permitting. However, it may become increasingly difficult to maintain and improve the availability
of our Platform, especially during peak usage times and as our Platform becomes more complex and if our user and customer traffic increase.
If our Platform is unavailable when users and customers attempt to access it or it does not respond as quickly as they expect or it experiences
capacity constraints due to an overwhelming number of users or customers accessing our Platform simultaneously, users or customers may
seek other offerings, and may not return to our Platform as often in the future, or at all. This would adversely affect our ability to
attract users and customers and decrease the frequency with which they use our Platform. To the extent that we do not effectively address
capacity constraints, upgrade our systems as needed, or develop our technology and network architecture to accommodate actual and anticipated
changes in technology, our business, reputation, financial condition, and results of operations would be adversely affected.

 Our
Platform may be vulnerable to risks, both foreseen and unforeseen, arising from our application of distributed ledger technology.

 Prior
to the Operational Cessation, our Platform utilized distributed ledger technology by preserving a cryptographic ledger of the user identification,
draw identification, ticket identification, and game numbers into an immutable ledger. The distributed ledger was append-only and kept
a complete record of all changes to the provided data that could not be deleted, modified, or overwritten. Distributed ledger technology
is a relatively new, evolving technology. Accordingly, the further development and future viability of this technology is generally undetermined
with practical and ideological challenges which may affect its further development or integration into our Platform.

 Regulatory
and Compliance Risks

 A
jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us
to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations
or planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

 State
and federal laws in the U.S. govern and, in some cases, limit our business practices. For example, the Interstate Wagering Amendment
to 18 U.S.C. § 1301 (the "Interstate Wagering Amendment") limits our ability to purchase lottery games for a user located
in one state from a lottery authority located in another state, except under certain limited circumstances, such as where the lottery
authorities in the respective states allow the sales. Therefore, for our users located within the U.S., we only purchase lottery games
for users geolocated to be physically situated within the U.S. state or jurisdiction where the lottery game they are purchasing is being
conducted, unless an exception were to be authorized by the applicable lottery authorities.

 In
addition, our business is subject to extensive regulation by multiple domestic and foreign governmental authorities and the laws and
regulations governing companies conducting sweepstakes and lottery related operations on the Internet and over mobile networks and purchasing
of lottery tickets on behalf of others. Such laws and regulations within U.S. and international jurisdictions are subject to change and
the effect of such changes on our ongoing and potential operations cannot be predicted with certainty. Governmental authorities continually
evaluate a wide range of issues that impact the mobile and online lottery and gaming industries. As a result, a jurisdiction may enact,
amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal
and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of
which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

 There
have been several proposed state and federal bills to prohibit or restrict interactive or online lottery sales, some of which have been
successful. For example, in 2015, the Minnesota legislature passed an amendment to the state's lottery law prohibiting the sale
of scratch lottery tickets over the Internet. In certain jurisdictions, the sale of lottery tickets through couriers is expressly unlawful.
Laws restricting the sale of lottery tickets via the Internet, through mobile networks or by courier, or that otherwise materially impact
our operations, including those relating to sweepstakes, may be proposed or passed in the future at either the federal or state level
or by foreign governments. For example, in 2023, the State of Texas passed Senate Bill 1820 (the "Texas Bill"), which among
other things, limited online lottery gaming and the use of courier services in Texas. Any proposal or passage of such laws may reduce
our revenues or require us to expend a significant amount of our funds and resources and incur additional legal and other expenses, thereby
creating a material adverse effect on us or our results of operations, cash flow, or financial condition.

in the executive branches of government in the U.S. as well as in foreign countries, may affect policies on lotteries and mobile gaming.
For example, variations in the interpretation of The Federal Wire Act of 1961 (the "Wire Act") by the Office of Legal Counsel
(the "OLC") of the Department of Justice (the "DOJ") has had a material impact on the online gaming and lottery
industry within the U.S. For more information, see "- If there is a final determination on the applicability of the Wire Act
to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign
commerce, certain of our operations that are not currently restricted by statute or practice to a state's territorial boundaries
may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions, and results
of operations. " We have and may from time to time in the future retain government affairs specialists in domestic and international
jurisdictions to advise elected and appointed officials regarding our perspectives on legislation and regulations related to lottery
and other aspects of our business, to monitor such legislation and regulations, and to otherwise provide us with advice regarding our
relations with such officials. Such efforts, however, may not be successful in whole or in part and changes in such laws or policies
could have a material adverse effect on us or our results of operations, cash flow, or financial condition.

 We cannot ensure that our activities or the activities of those third parties with whom we do business will not become the subject of
regulatory or law enforcement proceedings. Further, lottery regulatory associations, including the Multi-State Lottery Association (the
"MUSL"), and certain lottery entities both domestically and internationally exercise significant authority regarding the
means and manner in which the lottery and its products are marketed and sold as well as the equipment, technology and services deployed
by retailers and resellers of such lottery products. Our
activities or the activities of those third parties with whom we do business may become the subject of further inquiries, investigations
or enforcement proceedings by such authorities or entities. Any such proceeding by regulatory or law enforcement or associations or entities
may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

 If
there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that the Wire
Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted
by statute or practice to a state's territorial boundaries may be negatively impacted or eliminated, which may have a material
adverse effect on our business, financial conditions, and results of operations.

 The
Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility
for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on
any sporting event or contest, or for the transmission of a wire communication that entitles the recipient to receive money or credit
as a result of such bets or wagers, or for information assisting in the placing of such bets or wagers, may be fined or imprisoned, or
both. However, the Wire Act provides that it shall not be construed to prevent the transmission in interstate or foreign commerce of
information for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing
of bets or wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal.

 Until
2011, there was uncertainty as to whether the Wire Act prohibited the conduct of intrastate lottery transactions via the Internet by
U.S. states if such transactions crossed state lines. Essentially, there was a debate with regard to whether all of the prohibitions
in the Wire Act applied only to bets or wagers on a "sporting event or contest" as used in the Wire Act, or all bets or wagers.
In late 2011, the OLC issued an opinion that concluded the conduct prohibited by the Wire Act was limited to sports gambling (the "2011
DOJ Opinion"). Following the issuance of the 2011 DOJ Opinion, six state lotteries offered internet sales of scratch lottery games
to in-state customers, and several other states allowed subscription sales of draw games via the Internet. Notably, in 2017, the Commonwealth
of Pennsylvania authorized the Pennsylvania Lottery to distribute lottery products, including scratch ticket games, through numerous
channels that included web applications, mobile applications, and social media.

 In
January 2019, the OLC issued the 2019 Opinion, which concluded that the restrictions in the Wire Act on the transmission in interstate
or foreign commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving
state lotteries. Multiple lawsuits were filed challenging the validity of the 2019 Opinion.

 On
June 3, 2019, the federal district court in New Hampshire determined that the Wire Act applies exclusively to sports gambling and set
aside the 2019 Opinion. The New Hampshire federal district court declined, however, to issue a nationwide injunction in the case. On
August 16, 2019, the DOJ appealed the New Hampshire federal district court's decision to the First Circuit.

 On
January 20, 2021, the First Circuit affirmed the District Court's decision, determining that the Wire Act applies only to interstate
wire communications related to sporting events or contests. Finding that the declaratory judgment was an adequate remedy at law, the
First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure Act. In addition to the First Circuit's
decision, the Fifth Circuit has previously held the Wire Act prohibitions apply only to sports gambling.

 On
September 15, 2022, the United States District Court for the District of Rhode Island entered an order siding with the First Circuit's
interpretation of the Wire Act, and holding that "the Wire Act applies only to 'bets or wagers on any sporting event or contest."

 Notwithstanding
the above, currently, there is no definitive ruling from the U.S. Supreme Court on the issue, and the courts in other U.S. Circuits might
take a different position. Because many of the Company's operations occur outside the jurisdiction of the First Circuit and the
Fifth Circuit, and because the First Circuit did not set aside the 2019 Opinion, we are still monitoring the potential impact of the
2019 Opinion on our business. If courts outside the First Circuit, Fifth Circuit or the U.S. Supreme Court take a different position
on the applicability of the Wire Act to our operations, the Wire Act may have a material adverse effect on our business, financial conditions,
and results of operations. In particular, should it ultimately be determined or codified that the Wire Act extends to transmission of
lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted by statute or practice to
a state's territorial boundaries may be negatively impacted or eliminated. Further, in such event, the DOJ or other federal regulatory
authorities may determine that the manner in which we operate our technology is deemed to be interstate or foreign commerce and accordingly
a violation of such interpretation of the Wire Act. Either event could have a material adverse effect on us or our results of operations,
cash flow, or financial condition, could force us to cease our operations (if any), seek bankruptcy protection, and could further subject
us to litigation, fines and penalties.

 If
the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign countries, it could have a negative
impact on our business, financial condition, and results of operations.

 Various
federal laws prohibit the transportation of lottery tickets, advertisements, and paraphernalia in interstate or foreign commerce or through
the mail, except under certain circumstances. Generally, such laws do not apply to state or charitable lotteries conducted in accordance
with the laws of the state in which such lottery is operated. The Interstate Wagering Amendment, enacted in 1994, sought to close a "loophole"
in the federal laws allowing the sale of lottery tickets across state lines "via computer transaction with no paper crossing state
lines."

 The
Interstate Wagering Amendment specifically provides: "Whoever... being engaged in the business of procuring for a person in
1 State such a ticket, chance, share or interest in a lottery, gift, [sic] enterprise or similar scheme conducted by another State (unless
that business is permitted under an agreement between the States in question or appropriate authorities of those States), knowingly transmits
in interstate or foreign commerce information to be used for the purpose of procuring such a ticket, chance, share, or interest"
shall have committed an offense under 18 U.S.C. § 1301.

 Unless
covered by one of the exceptions, therefore, we are prohibited from transporting lottery tickets across state lines or transmitting information
to be used for the purpose of procuring a lottery ticket for a lottery conducted by a state to a person in another state. "State"
is defined as "a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession
of the United States." The definition of "foreign government" on the other hand, expressly excludes U.S. states and
territories. Based on the use of the words "1 State" and "another State" and the omission of the term "foreign
country", we believe the Interstate Wagering Amendment does not prohibit transmission of information for the purpose of procuring
tickets for persons in foreign countries.

 If
the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign countries, however, it could have a
negative impact on our business, financial condition, and results of operations and could cause the value of our securities to decline
or become worthless. Additionally, reinterpretation of the Wire Act to prohibit transmissions of information to foreign countries for
the purpose of procuring such tickets could also negatively impact our business. For more information, see " Regulatory and Compliance
Risks - If there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that
the Wire Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently
restricted by statute or practice to a state's territorial boundaries may be negatively impacted or eliminated, which may have
a material adverse effect on our business, financial conditions, and results of operations. "

 Our
business model and the conduct of our operations may have to vary in each U.S. jurisdiction where we do business to address the unique
features of applicable law to ensure we remain in compliance with that jurisdiction's laws. Our failure to adequately do so may
have an adverse impact on our business, financial condition, and results of operations.

 Lottery
laws vary among U.S. jurisdictions. This means that our business model and the conduct of our operations may have to vary in each jurisdiction
where we do business to ensure we remain in compliance with applicable laws. For example, some jurisdictions prohibit lottery ticket
courier services, while some jurisdictions in the U.S. prohibit charging certain fees to the user, and further still, some jurisdictions
require us to be licensed or registered, which will require us to incur certain costs in connection with the licensing or registration
process. In each U.S. jurisdiction, we may be required to structure our business model and conduct our operations differently to address
the unique features of applicable law.

 Many
of the U.S. jurisdictions in which we have historically done business or anticipate doing business in the future require that lottery
game tickets be sold only by licensed retailers and prohibit sale or resale of lottery tickets at prices in excess of the purchase price
designated by the applicable regulatory authority. Because lottery tickets are typically considered bearer instruments, we can purchase
tickets on behalf of our users and customers and charge certain service fees within the limits of the applicable laws in each U.S. jurisdiction.
In most cases, with Virginia being a notable exception, the laws do not specifically prohibit users from engaging our services to purchase
lottery tickets on their behalf. However, certain types of fees are prohibited in certain jurisdictions. For example, Pennsylvania prohibits
"any fee associated with the acquisition or transportation of lottery tickets or shares" and Illinois law prohibits service
charges, handling fees or other costs added to the established price of a ticket. In those states and other states with similar prohibitions,
we will need to structure our business model to comply with the relevant laws while still endeavoring to operate profitably.

 If
a U.S. jurisdiction prohibits our services, imposes onerous licensing or regulatory requirements, or imposes restrictions on the fees
we charge, either by enacting new statutes or regulations or by reinterpreting existing statutes and regulations, such restrictions and
requirements could have a material adverse effect on our results of operations, cash flow, or financial condition, force us to change
our operations in that state, or cease operations in that state altogether.

 In
some jurisdictions our key executives, certain employees, or other individuals related to our business may be subject to licensing or
compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations,
could cause our business to be non-compliant with such obligations, or imperil our ability to obtain or maintain licenses that may be
necessary for the conduct of our business. In some cases, the remedy to such a situation may require the removal of a key executive or
employee and the mandatory redemption or transfer of such person's equity securities.

 We
currently hold a license issued by the Texas Lottery Commission to conduct the retail sale of lottery tickets in the State of Texas.
We may determine or be required to secure additional licenses from other regulatory authorities with jurisdiction over lottery operations
in new markets in which we contemplate expansion. Such licensure may impose additional obligations on us and our operations, which may
include continuous disclosure to and an investigation by the applicable regulatory authority into the financial stability, integrity
and business experience of the Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.
In markets in which we have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements
or conditions with which we have not previously been required to comply, which may include locating technical infrastructure within the
relevant territory, establishing real-time data interfaces with the regulatory authority, implementing consumer protection, responsible
gaming and privacy measures, or additional approvals or certifications of our technology, all of which may present operational challenges
and material costs, and any of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

 (a)
To the extent that any stockholder, director, officer or key employee is required to submit to required background checks and provide
disclosure and fails to do so, or they or the Company fail to do so to the satisfaction of the relevant regulatory authority, such failure
may jeopardize the grant of a license, provide grounds for termination of an existing license, or result in the imposition of penalties.
Generally, any person or entity that fails or refuses to apply for a finding of suitability or a license within the prescribed period
after being advised by a competent authority that they are required to do so may be denied a license or found unsuitable, as applicable,
which may result in our being required to sever our relationship with such person or entity. Further, we may be subject to disciplinary
action or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we: pay them
any dividend or interest upon our shares; (b) allow them to exercise, directly or indirectly, any voting right conferred through the
shares they hold; (c) pay them remuneration in any form for services rendered or otherwise; or (d) if required, fail to pursue all lawful
efforts to terminate their association with the Company or require them to relinquish their shares.

 In
some U.S. jurisdictions, certain stockholders may also be required to file applications or submit to background checks. While such requirements
typically apply only to stockholders in excess of certain thresholds (such as five or ten percent of the outstanding shares) or to stockholders
who also have an active role in the Company, we cannot ensure that such jurisdictions might not seek licensure of additional stockholders
in the future.

 We cannot ensure that our
activities will remain in compliance or that we will continue to receive all licenses or license renewals for which we apply. The loss
of a license that we currently hold, or failure to receive a license, could have a material adverse effect on us or on our business,
financial condition, or results of operations.

 Gaming
and lottery authorities may revoke or suspend licenses, levy fines against us, or seize certain of our assets if we violate gaming regulations.
We cannot ensure that we will be able to obtain or maintain the necessary licenses or approvals or that the licensing process will not
result in delays or adversely affect our operations. Disciplinary action against a license holder in one jurisdiction could lead regulators
in other jurisdictions to pursue similar action.

 We
cannot ensure that regulatory or governmental authorities will not seek to restrict our business in their jurisdictions or institute
enforcement proceedings against us. We cannot ensure that any instituted enforcement proceedings will be favorably resolved, or that
such proceedings will not have a material adverse effect on our ability to retain and renew existing licenses or to obtain new licenses.

 We
plan to continually develop internal compliance programs and requirements in an effort to ensure that we comply with legal requirements
imposed in connection with our activities and generally applicable to all publicly traded companies, however, we cannot ensure that they
will prevent the violation of one or more laws, which may have an adverse impact on our business, financial condition, and results of
operations.

 We
plan to continually develop internal compliance programs in ongoing efforts to ensure our compliance with legal requirements imposed
in connection with our business activities and with legal requirements generally applicable to all publicly traded companies. While we
are firmly committed to full compliance with all applicable laws, and plan to continue to establish appropriate procedures and policies,
we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us,
an employee, a customer, a subsidiary or an affiliate will not result in the imposition of a monetary fine or suspension or revocation
of one or more of our governmental licenses, findings of suitability, registrations, permits and approvals, which could have a material
adverse effect on us or on our results of operations, cash flow, or financial condition.

 While
we are confident that we will face additional regulatory requirements as we expand, we cannot predict the effect of future regulatory
requirements to which our operations might be subject or the manner in which such requirements might be enforced. The compliance policies
and procedures we implement may not always be followed at all times by directors, management, employees, agents, partners and other related
parties, whether through neglect or intention. Our policies and procedures have not and may not effectively detect and prevent violations
of applicable laws by one or more of our directors, management, employees, agents, partners, customers, affiliates, or other related
or third parties. As a result, we and/or our directors, management, employees, agents, partners, customers, affiliates, or other related
or third parties could be subject to investigations, criminal and civil penalties, sanctions and/or other enforcement measures that in
turn could have a material adverse effect on our results of operations, cash flow, or financial condition.

 We
take our corporate responsibility to our users, customers, and the requirements of the regulatory authorities in the jurisdictions in
which we operate very seriously and are focused on maintaining a safe and responsible gaming environment. Our failure to remain in compliance
with underage and responsible gaming requirements or any amendments or additions to such requirements could have a material adverse effect
on us, our reputation and brand, or on our business, results of operations, or financial condition.

 We
are committed to compliance with the underage and responsible gaming requirements set forth in the domestic and international statutes
and regulations in the jurisdictions in which we do business and, as applicable, that govern our operations. We take our corporate responsibility
to our users, customers and the regulators in the jurisdictions in which we operate very seriously and are focused on maintaining a safe
and responsible gaming environment. We will continue to evaluate and develop our technology to meet the statutory requirements regarding
responsible gaming and self-exclusion as well as our own self-imposed objectives regarding corporate social responsibility, as demonstrated
by our ongoing compliance objectives and policies.

 All
of the U.S. jurisdictions and most of the foreign jurisdictions in which we operate prohibit sales of lottery tickets to persons under
18 years of age. We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them from
using our services. In many cases, these requirements apply to our lottery retailer partners and may not apply to us. Nevertheless, if
we fail to abide by these requirements, our partners may be reluctant to do business with us or the applicable regulatory authorities
may amend the requirements to apply specifically to us, to the extent that they do not already do so.

 Many
jurisdictions, especially foreign jurisdictions, are imposing more stringent rules with regard to underage and responsible gaming. This
trend could continue to spread and both U.S. and foreign jurisdictions may strengthen underage and responsible gaming requirements. In
the event that any jurisdiction in which we operate mandates additional requirements regarding corporate social responsibility, responsible
gaming, self-exclusion, or similar mandates, we may be required to undertake additional technological initiatives to remain in compliance.
Implementation of any such initiatives may present operational challenges and material costs and divert the attention of management and
our systems developers and engineers, any of which may have a material adverse effect on us or our results of operations, cash flow,
or financial condition. The failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions
to such requirements could have a material adverse effect on us or on our business, results of operations, or financial condition.

 We
are subject to governmental laws and requirements of the U.S. and various foreign jurisdictions in which we operate regarding anti-bribery,
anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror financing. Alleged or actual violation of any
of these laws or requirements could negatively impact our brand and reputation, our ability to obtain or maintain any governmental licenses,
findings of suitability, registrations, permits, and approvals, any of which could negatively impact our business, financial condition,
and results of operations.

 As
a digital company operating within the U.S. and subject to the jurisdiction of various foreign governments and regulatory agencies, we
are accordingly subject to domestic and foreign laws regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money
laundering, and counter-terror financing.

 Our
operations and our growth plans, including in connection with our intent to expand into new markets and undertake strategic acquisitions
when we have sufficient funding to do so, may bring our officers, directors, employees, and representatives into contact with "foreign
officials" responsible for issuing or renewing governmental licenses, findings of suitability, registrations, permits and approvals,
or for otherwise enforcing governmental regulations and requirements. In our contact with such foreign officials, we are required to
comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which
include the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the U.K. Bribery Act 2010 (the "U.K. Bribery Act"),
as well as corresponding laws and regulations of the other countries where we do business. The FCPA, the U.K. Bribery Act, and other
applicable laws prohibit us and our officers, directors, employees, and business partners acting on our behalf, from corruptly offering,
promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining
or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act also prohibits non-governmental "commercial"
bribery and accepting bribes. Our operations, trade practices, investment decisions, and partnering activities may be restricted as a
result.

 In
addition, some of the foreign locations in which we operate lack a developed legal system and may experience elevated levels of corruption.
Our foreign operations expose us to the risk of inadvertently violating, or being accused of violating, anti-corruption laws and regulations.
Our failure to successfully comply with any such laws and regulations may expose us to brand and reputational harm, as well as significant
sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, and injunctions, as well as impacting our
ability to maintain or obtain any governmental licenses, findings of suitability, registrations, permits and approvals. Further, investigations
of alleged violations can result in substantial costs, fines, or penalties and diversion of our resources. We are continuously developing,
monitoring and maintaining the various governmental requirements to comply with applicable anti-corruption laws and regulations, however,
there is no certainty that they will effectively prevent violations for which we may be held responsible, or at all.

 We
are currently required to comply with U.S. economic and trade sanctions administered by the U.S. Department of Treasury's Office
of Foreign Assets Control ("OFAC"). Our Platform may be accessible from a sanctioned country in violation of applicable trade
and economic sanctions. As part of our ongoing compliance efforts, we are implementing requirements to ensure that we do not violate
these laws and regulations, however, our failure to adequately fulfill such requirements, fully perform any and all compliance requirements,
or otherwise breach any compliance requirements of the OFAC could result in our being subject to penalties, fines or other enforcement
actions.

 We
process, support and execute financial transactions as part of our business and disburse funds on behalf of certain of our users, including
receiving payment card information and processing payments for and due to our users. Accordingly, we may be subject to various U.S. and
foreign government anti-money laundering and counter-terrorist financing laws and regulations that prohibit, among other things, involvement
in transferring the proceeds, in whole or in part, for criminal or terrorist activities, including, for example, in the U.S., the Bank
Secrecy Act of 1970, as amended (the "BSA"), and certain provisions of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act"). Although we have developed
a risk-based anti-money laundering program that we are implementing, in the event that we breach any of these laws and regulations that
are applicable to us, we could be subject to significant civil fines, penalties, inquiries, audits, investigations, enforcement actions,
and criminal and civil liability.

 Any
failure on our part to implement, maintain or follow the necessary processes and policies to comply with these regulations and requirements,
or to adapt our processes and policies to changes in laws or regulations would adversely impact our brand and reputation, or our ability
to obtain or maintain any governmental licenses, findings of suitability, registrations, permits and approvals, and would negatively
impact our business, financial condition and results of operations.

 We
are subject to domestic and foreign laws relating to processing certain financial transactions, including payment card transactions,
and failure to comply with those laws, even if inadvertent, could have a material adverse effect on our business, financial condition,
and results of operations.

 As
a result of our undertaking certain payment transactions on behalf of certain of our users, including receiving payment card information
and processing payments, we have been subject and may continue to be subject to or we may voluntarily comply with a number of rules,
laws and regulations relating to privacy and information security, electronic fund transfers, payment services and convenience fees.
If we were found to be in violation of applicable rules, laws and regulations, we could be subject to additional liability, including
card association and governmental fines or other sanctions, and we could be forced to otherwise change our business practices in certain
jurisdictions, or be required to obtain additional licenses or regulatory approvals.

 We
have implemented procedures and continue to implement policies and procedures to preserve and protect payment data against loss, corruption,
misappropriation caused by systems failures, unauthorized access or misuse. However, to the extent we retain our user's data, we
could be subject to liability claims by users for the misuse of that information, which could negatively impact our ability to utilize
certain payment cards, or undertake certain transactions, which could disrupt our business. Failure to comply with these rules and laws
may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines or
criminal prosecution, reputation and brand damage, and restrictions on our ability to process and support financial transactions, any
of which could have a material adverse effect on our business, financial condition and results of operations.

 Tax
and other regulatory authorities may successfully assert that we have not properly collected or remitted withholding taxes, and as a
result may successfully impose additional obligations, fines, penalties or other financial liability on us, any of which could adversely
affect our business, financial condition, and results of operations.

 Federal
tax rules generally require payers to report payments to unrelated parties to the Internal Revenue Service. In the event of our failure
to comply with such reporting obligations, due to failure in the application of our judgment in evaluating our obligations, our effective
compliance with our internal process and its execution, or with respect to the process and manner in which we calculate and remit amounts
due and owing to taxing authorities timely or at all, could subject us to brand and reputational damage, fines, penalties, and other
financial liability, any of which could harm our business, financial condition, and results of operations and could cause the value of
our securities to decline or become worthless.

 In
certain instances, we have collected and remitted applicable withholding taxes in the claims and redemption process. Regulatory and tax
authorities may raise questions about, or challenge or disagree with, this practice, or in the application of our judgment in evaluating
our obligations, our effective compliance with our internal process and its execution, or with respect to the process and the manner
in which taxes are calculated, remitted and withheld as a result. A successful assertion by one or more regulatory or tax authorities
requiring us to alter our practice could result in brand and reputational damage, fines, penalties and other financial liability, or
discourage our users and commercial partners from using our Platform, any of which could harm our business, financial condition, and
results of operations and could cause the value of our securities to decline or become worthless.

 Human
Capital Risks

 Our
success will depend on our ability to hire employees in the future. Recruitment and retention of these individuals is vital to growing
our business and our executing our business plans. The loss of any of our key executives or other key employees could harm our business.

 We
currently have ten non-furloughed employees who manage and operate our business, including our Chief Executive Officer, Chief
Financial Officer and Chief Operating Officer. and key outside contractors. While we have experienced significant turnover of our
executive officers in past years, we expect that the leadership of our current key executives and employees will be a critical
element of our success in the future. The departure, death or disability of any one of our executive officers or employees or other
extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or
their loss, could have a material adverse effect on our business.

 In
addition, our failure to re-hire, or hire new, employees in the future may limit our ability to restart our business operations and earn
revenue. We believe our success and our ability to compete and grow following the Operational Cessation will depend in large part on
the efforts and talents of our current and future employees and on our ability to retain highly skilled personnel. The competition for
these types of personnel is intense and we compete with other potential employers for the services of appropriately skilled employees.
As a result, we may not succeed in hiring and retaining the executives and other key employees that we need. Employees, particularly
highly skilled developers and engineers, are in high demand, and we will need to devote significant resources to identifying, hiring,
training, successfully integrating and retaining such employees, including significant financial resources, which we may not have when
needed. We cannot provide assurance that we will be able to attract or retain such highly qualified personnel in the future. In addition,
the loss of future employees or the inability to hire skilled employees as necessary could result in significant disruptions to our business,
and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

 If
we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may
be unable to grow effectively and our business, financial condition and results of operations could be seriously harmed.

 Illegal,
improper, or otherwise inappropriate activity of our couriers, whether or not occurring while performing their duties for us, could expose
us to liability and adversely affect our business, reputation, brand, financial condition, and results of operations.

 Illegal,
improper, or otherwise inappropriate activities by our couriers, including the activities of individuals who may have previously engaged
with, but are not then receiving or providing services offered through, our Platform or individuals who are intentionally impersonating
users or couriers or the activities of couriers while purchasing lottery game tickets, may occur, which could adversely affect our reputation,
brand, business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless.
These activities may include attempted theft, unauthorized use of payment card or financial account information, user identity theft,
theft of lottery games, and other misconduct. Such activities may result in injuries or damage for users and third parties, or business
interruptions, reputational and brand damage, or other significant liabilities for us.

 While
we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures
may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring and
such conduct could expose us to liability, including through litigation, or adversely affect our brand or reputation. At the same time,
if the measures we have taken to guard against these illegal, improper, or otherwise inappropriate activities, such as our requirement
that all couriers undergo a background check, are too restrictive and inadvertently prevent couriers and users otherwise in good standing
from using our Platform, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to
have failed to do so, the growth and engagement of the number of couriers and users on our Platform and their use of our Platform could
be adversely affected. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations
and could cause the value of our securities to decline or become worthless.

 Risks
Relating to our Dependence on Third Parties

 Our
business model depends upon the compatibility between our B2C Platform and the major mobile and other operating systems and upon third-party
platforms for the distribution of our product offerings. If Google Play or the Apple App Store or other mobile download sites prevent
users from downloading our apps or if our advertising is blocked or rejected from being delivered to our users, our ability to grow our
revenue, profitability, and prospects may be adversely affected.

 When
operational, our users access our B2C Platform product offerings on mobile devices and various web applications, and accordingly, our
business model depends upon the compatibility between our application and all major mobile and web operating systems. Third parties with
whom we do not have any formal relationships control the design of such devices and operating systems. These parties frequently introduce
new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact
the ability to download applications or access specified content on mobile devices.

 In
addition, when operational, we rely upon third-party platforms for distribution of our product offerings. The Google Play store and Apple
App Store are global application distribution platforms and have been the main distribution channels for our application. As such, the
promotion, distribution and operation of our application are subject to the respective distribution platforms' standard terms and
policies for application developers which are very broad and subject to frequent changes and interpretations. Furthermore, the distribution
platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications
and with such publishers.

 There
is no guarantee that popular mobile devices will support or feature our product offerings when operational, or that mobile device users
will continue to use our product offerings rather than competing products. We are dependent on the interoperability of our technology
with popular mobile and web operating systems, technologies, networks and standards that we do not control, such as the Android and iOS
operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers
and carriers, or in their terms of service or policies that degrade our offerings' functionality, reduce or eliminate our ability
to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings,
or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile
devices.

we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively
with these technologies, systems, networks, regulations, or standards. If it is difficult for our users to access and use our offerings
on their mobile devices, if our users choose not to access or use our offerings on their mobile devices, or if our users choose to use
mobile products that do not offer access to our offerings, our user growth, retention, and engagement could be seriously harmed. In addition,
if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms,
either because of technological constraints or because the managers of these distribution platforms wished to impair our ability to serve
ads on them, our ability to generate revenue could be harmed. Also, technologies may be developed that can block the display of our ads.
These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively
adjust to those changes, there could be an adverse effect on our business, financial condition, and results of operations and could cause
the value of our securities to decline or become worthless.

 We
rely on third-party providers for validation services regarding our users, and if such providers fail to perform adequately, provide
inaccurate information, or we do not maintain business relationships with them, our business, financial condition, and results of operations
could be adversely affected.

 We
have relied and expect to rely in the future on third-party providers to assist in some or all of the required validation of the identity,
verification of the age, or geo-location of our prospective users, however, there is no guarantee that such third-party systems will
perform adequately, or at all, or be effective. To the extent that we rely on third parties for our identity, age, or geolocation systems
to ensure that we are in compliance with certain laws and regulations, any service disruption to those systems would prohibit us from
operating our offerings and would adversely affect our business. Additionally, incorrect or misleading geolocation, age, and identity
verification data with respect to current or potential users received from third-party service providers may result in us inadvertently
allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to
individuals who should be able to access our offerings, in each case based on inaccurate identity or geographic location determination.
When operational, our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation
from mobile devices, operating systems, and other sources. When operational, changes, disruptions, or temporary or permanent failure
to access such sources by our third-party services providers may result in their inability to accurately determine the location of our
users. Moreover, our inability to maintain our contracts with third-party services providers, or to replace them with equivalent third
parties, may result in our inability to access geolocation, age and identity verification data necessary for our day-to-day operations.
If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition,
and results of operations could be adversely affected.

 We
rely on third-party payment processors to process payments and withdrawals made by our users, and if we cannot manage our relationships
with such third parties and other payment-related risks, our business, financial condition, and results of operations could be adversely
affected.

 When
operational, we rely on a limited number of third-party payment processors to process payments and withdrawals made by our users. If
any of our third-party payment processors terminates its relationship with us or refuses to renew their agreements with us on commercially
reasonable terms, we would need to find an alternate payment processors, and may not be able to secure similar terms or replace such
payment processors in an acceptable time frame. Further, the software and services provided by our third-party payment processors may
not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us
to lose our ability to accept payments or other payment transactions or make timely payments to our users, any of which could make our
technology less trustworthy and convenient and adversely affect our ability to attract and retain our users.

 Nearly
all of our payments have been made by credit card, debit card, automated clearing house transaction, or through other third-party payment
services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to users
that may be subject to additional regulations and risks. We are also subject to a number of other laws and regulations relating to the
payments we accept from our users and customers, including with respect to money laundering, money transfers, privacy, and information
security. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or
higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings
less convenient and attractive to our users and customers. If any of these events were to occur, our business, financial condition, and
results of operations could be adversely affected.

 For
example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and
regulations enforced by multiple authorities and governing bodies in the U.S. including numerous state and local agencies who may define
money transmitter differently. Certain states in the U.S. may have a more expansive view of who qualifies as a money transmitter. Additionally,
outside of the U.S., we could be subject to additional laws, rules and regulations related to the provision of payments and financial
services, and if we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject
to will expand as well. If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such
regulations, we may be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators,
including state Attorneys General, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply
with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement
actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card
networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might restrict
or prohibit us from using certain payment methods in providing certain offerings to some users, be costly to implement or difficult to
implement. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or our users
violate these rules. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

 Our
technology contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software
licenses could restrict our ability to provide our offerings.

 Our
technology contains software modules licensed to us by third-party authors under "open source" licenses, including the distributed
ledger technology, which we currently use and intend to continue to use in our Platform. Use and distribution of open-source software
may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties,
indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability
of such software may make it easier for others to compromise our technology.

 Some
open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon
the type of open-source software we use or grant other licenses to our intellectual property. If we combine our software with open-source
software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our software to
the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could
result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code,
we could be required to expend substantial time and resources to re-engineer some or all of our software.

 Although
we monitor our use of open-source software to avoid subjecting our technology to conditions we do not intend, the terms of many open-source
licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that
could impose unanticipated conditions or restrictions on our ability to provide or distribute our technology. From time to time, there
have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their
solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software.
Moreover, we cannot assure you that our processes for controlling our use of open-source software in our technology will be effective.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could
face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on
terms that are not economically feasible, to re-engineer our technology, to discontinue or delay the provision of our offerings if re-engineering
could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could
adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline
or become worthless.

 If
we cannot license rights to use third-party technologies on reasonable terms, we may not be able to commercialize new products or services
in the future.

 In
the future, we may license third-party technology to develop or commercialize new products or offer new services. In return for the use
of a third-party's technology, we may agree to pay the licensor royalties based on sales of our products or services. Royalties
are a component of cost of revenue and affect the margins on our products. We may also need to negotiate licenses to use third-party
intellectual property. Our business may suffer if we are unable to enter into the necessary licenses on acceptable terms, or at all,
if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the license or fail to prevent
infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable.

 We
rely on relationships with lottery organizations from which we acquire lottery data information for the provision of our Data Services.
Loss of existing relationships or failure to expand existing relationships may cause loss of competitive advantage or require us to modify,
limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

 We
rely on relationships with lottery organizations from which we acquire rights to collect and supply lottery data that we provide to our
users and customers. The future success of our Data Service business may depend, in part, on our ability to obtain, retain and expand
relationships with lottery organizations. We have arrangements with lottery organizations for rights to their data. Our arrangements
with lottery organizations may not continue to be available to us. In the event that we lose existing arrangements or cannot continue
and expand existing arrangements, we may lose our competitive advantage or be required to discontinue or limit our offerings or services.
The loss of such arrangements may cause loss of competitive advantage and could materially adversely affect our financial condition,
business and results of operations.

 Risks
Relating to Future Growth

 Our
strategy anticipates substantial growth, and if we fail to adequately scale product offerings and manage our entry into new territories,
our business and reputation may be harmed.

 Our
business strategy contemplates substantial growth in our user and customer base, and a strategy to capture a larger share of a dynamic
lottery market and shifting demographic, primarily in the U.S. but internationally as well. Our growth has previously placed, and is
expected to continue to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure.
Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us
to, among other things:

 implement
 additional management information systems;

 further
 develop our operating, administrative, legal, compliance, financial and accounting system and controls;

 hire
 additional qualified personnel and develop human capital;

 comply
 with additional regulatory regimes, securing licenses, findings of suitability, registrations, permits and approvals; and

 maintain
 close coordination among our engineering, operations, legal, compliance, finance, sales and marketing and customer service and support
 organizations.

 Failure
to accomplish any of these requirements could adversely affect our ability to deliver our product, service, and systems offerings in
a timely fashion, fulfill existing commitments or attract and retain new users and customers.

 We
may face difficulties as we expand our operations into new markets in which we have limited or no prior operating experience.

 Our
capacity for growth depends, in part, on our ability to expand our operations into, and compete effectively in, new local entertainment,
gaming and Online Lottery markets. It may be difficult for us to understand and accurately predict consumer preferences and spending
habits in these new local markets. In addition, each market has unique regulatory dynamics. These include laws and regulations that can
directly or indirectly affect our ability to operate. In addition, each market is subject to distinct competitive and operational dynamics.
These include our ability to offer more attractive products, services and systems than alternative options and our ability to efficiently
attract and retain users and customers, all of which affect our sales, results of operations, and key business metrics. As a result,
we may experience fluctuations in our results of operations due to the changing dynamics in the local markets where we operate. If we
invest substantial time and resources to expand our operations and are unable to manage these risks effectively, our business, financial
condition, and results of operations could be adversely affected.

 International
Operations Risks

 The
international scope of our operations may expose us to increased legal and regulatory risks, and our international operations and corporate
and financing structure may expose us to potentially adverse tax consequences.

 We
have international operations, including in Mexico as a result of the closing of our acquisition in June 2021 of Global Gaming Enterprises,
Inc., which is a majority stockholder of Electronicos y de Comunicacion, S.A.P.I de C.V. and JuegaLotto, S.A. de C.V. Accordingly, our
business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions, and
unforeseeable developments in a variety of jurisdictions. Our international operations are subject to the following risks, among others:

 political
 instability;

 international
 hostilities, military actions, wars, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions;

 differing
 economic cycles and adverse economic conditions;

 unexpected
 changes in regulatory environments and government interference in the economy, including lottery and gaming, data privacy and advertising
 laws and regulations;

 changes
 to economic and anti-money laundering sanctions, laws and regulations;

 varying
 tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships
 or subsidiaries;

 differing
 labor regulations;

 foreign
 exchange controls and restrictions on repatriation of funds;

 fluctuations
 in currency exchange rates;

 inability
 to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

 insufficient
 protection against product piracy and rights infringement and differing protections for intellectual property rights;

 varying
 attitudes towards lottery games and betting by foreign governments;

 difficulties
 in attracting and retaining qualified management and employees, or rationalizing our workforce;

 differing
 business practices, which may require us to enter into agreements that include non-standard terms; and

 difficulties
 in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products,
 services and systems.

 Our
overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can
be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our
international operations, our business, financial condition, and results of operations may be materially affected.

 We
have expanded our presence internationally, and any future actions or escalations that affect trade relations may cause global economic
turmoil and potentially have a negative impact on our business. In particular, we may have access to fewer business opportunities and
our international operations may be negatively impacted.

 As
a result of the intended growth of the international scope of our operations and our corporate and financing structure, we may become
subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions. Adverse developments in these laws or regulations,
or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable
jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, changes
in or to the interpretation of the tax laws or tax treaties of the countries in which we operate may adversely affect the manner in which
we have structured our business operations and legal entity structure to efficiently realize income or capital gains and mitigate withholding
taxes, and may also subject us to tax and return filing obligations in such countries that do not currently apply to us. Such changes
may increase our tax burden and/or may cause us to incur additional costs and expenses in compliance with such changes. In addition,
the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax
treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any
applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could
result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that
could have a material adverse effect on our business, financial condition and results of operations.

 In
addition, the U.S. Congress, the U.K. Government, the Organization for Economic Co-operation and Development (the "OECD"),
and other government agencies have had an extended focus on issues related to the taxation of multinational corporations. Further, the
introduction of a digital services tax, such as the U.K. digital services tax introduced with effect from April 1, 2020, may increase
our tax burden, which could adversely affect our business, financial condition and results of operations. Finally, the international
scope of our business operations could subject us to multiple overlapping tax regimes that can make it difficult to determine what our
obligations are in particular situations.

 Fluctuating
foreign currency and exchange rates may negatively impact our business, results of operations, and financial position.

 Due
to our foreign operations, a portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency
and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates
have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international
revenue, which in turn would affect our consolidated revenue. Currencies may be affected by internal factors, general economic conditions
and external developments in other countries, all of which can have an adverse impact on a country's currency. Currently, we are
not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations. We may seek to enter into hedging
transactions in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all. We cannot
predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in
a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings
from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.

 Intellectual
Property Risks

 If
we are unable to protect our intellectual property and proprietary rights or prevent its unauthorized use by third parties, our ability
to compete in the market or our business, financial condition, and results of operations may be harmed.

 We
have and continue to seek to protect our intellectual property to ensure that our competitors do not use such intellectual property.
However, intellectual property laws in the U.S. and in other jurisdictions may afford differing and limited protection, may not permit
us to gain or maintain a competitive advantage, and may not prevent our competitors from duplicating our products, designing around our
proprietary products or technology, or gaining access to our proprietary information and technology, and are costly and time consuming.

 Our
success may depend, in part, on our ability to obtain trademark protection for the names or symbols under which we market our products
and to obtain copyright protection, which may not always be successful. Also, we are continually evaluating opportunities to file patents.
Any future patent applications we hold or have rights to may not result in an issued patent, and if patents are issued, they may not
necessarily provide meaningful protection against competitors and competitive technologies or adequately protect our then-current technologies.
Additionally, even if granted, we may not be able to build and maintain goodwill in our trademarks or obtain trademark or patent protection,
and there can be no assurance that any trademark, copyright, or issued patent will provide competitive advantages for us or that our
intellectual property will not be successfully challenged or circumvented by competitors.

 As
of December 31, 2023, we had one trademark, "Lottery.com", registered with the U.S. Patent and Trademark Office.. As of
December 31, 2022, the registration of our LOTTERY.COM, AUTOLOTTO and SPORTS.COM word marks and SPORTS.COM logo were pending with the
U.S. Patent and Trademark Office. In March 2023, the U.S. Patent and Trademark Office denied the registration of the SPORTS.COM word
mark and the appeal period has expired. The registration of the SPORTS.COM logo has also been denied and the Company is currently considering
whether to appeal such denial. We are also using and/or have common-law trademark rights in the trademarks AUTOLOTTO, SPORTS.COM, and
"TAP, TAP, TICKET."

 We
may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets. For example, there can be
no assurance that consultants, vendors, partners, former employees, or current employees and contractors will not breach their obligations
regarding non-disclosure and restrictions on use. Anyone could seek to challenge, invalidate, circumvent, or render unenforceable any
trademark or patent that we seek protection over in the future. We may not be able to detect the unauthorized use of our intellectual
property, prevent breaches of our cybersecurity efforts, or take appropriate steps to enforce our proprietary or intellectual property
rights effectively. In addition, certain contractual provisions, including restrictions on use, copying, transfer, and disclosure of
software, may be unenforceable under the laws of certain jurisdictions.

 We
intend to enforce our intellectual property rights, and from time to time may initiate claims against third parties that we believe are
infringing our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly,
time-consuming, and distracting to management, could fail to obtain the results sought, and could have a material adverse effect on our
results of operations, business, and financial condition.

 The
intellectual property rights of others, including claims of third parties that we are infringing on their intellectual property and proprietary
rights, may prevent us from developing new products, services and systems, entering new markets or may expose us to significant license
fees, liability, or costly litigation.

 Our
success depends, in part, on our ability to continually adapt our business activities, products, services, and systems to incorporate
new technologies and to expand into entertainment and gaming markets that may be created by new technologies. If technologies are protected
by the intellectual property rights of others, including our competitors, we may be prevented from introducing products, services or
systems based on these technologies or expanding into markets created by these technologies. If the intellectual property rights of others
prevent us from taking advantage of innovative technologies, our prospects, results of operations, cash flows, and financial condition
may be adversely affected.

 Our
business activities, products, services, and systems may infringe upon the proprietary rights of others, and other parties may assert
infringement claims against us. In addition to infringement claims, third parties may allege claims of invalidity or unenforceability
against us or against our licensees or manufacturers in connection with their use of our technology. A successful challenge to, or invalidation
of, one of our intellectual property interests, a successful claim of infringement by a third party against us, our business activities,
products, services and systems, or one of our licensees in connection with the use of our technologies, or an unsuccessful claim of infringement
made by us against a third party or its business activities, products, services and systems could adversely affect our business or cause
us financial harm. Any such claim and any resulting litigation, should it occur, could:

 be
 expensive and time consuming to defend or require us to pay significant amounts in damages;

 invalidate
 our proprietary rights;

 cause
 us to cease making, licensing or using products, services or systems that incorporate the challenged intellectual property;

 require
 us to redesign, reengineer or rebrand our products, services or systems or limit our ability to bring new products, services or systems
 to the market in the future;

 require
 us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to undertake a business
 activity or use a product, process or component;

 impact
 the commercial viability of the products, services and systems that are the subject of the claim during the pendency of such claim;
 and

 require
 us by way of injunction to remove products, services, or systems or stop implementing the business practice, or stop selling or offering
 new products, services.

 Legal
Proceedings Risks

 We
are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future
litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our
business, financial condition, and results of operations.

 We
are, and have been party to, and we may in the future increasingly face the risk of, claims, lawsuits, investigations, and other proceedings,
including those which may involve securities, competition and antitrust, anti-money laundering, OFAC, regulatory, lottery or gaming,
intellectual property, privacy, consumer protection, accessibility claims, tax, labor and employment, commercial disputes, services and
other matters. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties,
may be necessary, which could result in substantial costs, fines or penalties and diversion of our resources, causing a material adverse
effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become
worthless. For example, as described in more detail in Item 3. Legal Proceedings, the TinBu Plaintiffs (as defined below) filed a claim
against the Company for breach of contract and misrepresentation. If the lawsuit results in an unfavorable judgment against the Company,
our Data Services business could be negatively impacted and we may lose some of TinBu's well-known clients. In addition, defending
against these claims will require the Company to expend substantial time and money, which could divert management attention from restarting
operations.

 Any
litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments
of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments,
or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm and brand
damage, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business
practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other
claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have
a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities
to decline or become worthless. See Item 3. Legal Proceedings for additional information.

 Failure
to perform under agreements regarding our Platform or our Data Services, affiliate agreements, or other contracts that we are party to
may result in litigation, substantial monetary liquidated damages and contract termination, which would materially and adversely affect
our business, financial condition and results of operations.

 Our
business may subject us to contractual penalties and risks of litigation, including due to potential allegations that we have not fully
performed under contracts. Agreements with lottery authorities under which lottery tickets are sold as a retail vendor typically permit
a lottery authority to terminate the contract at any time for material failure to perform, other specified reasons and, in many cases,
for no reason at all. These contracts also frequently contain exacting implementation schedules and performance requirements and the
failure to meet these schedules and requirements may result in monetary liquidated damages, as well as possible contract termination.
Additionally, we are party to agreements that may include monetary liquidated damages provisions in the event of our material default
thereunder. Material amounts of liquidated damages could be imposed on us in the future, which could, if imposed, have a material adverse
effect on our results of operations, business or financial condition.

 We
may not recover amounts owed to us from J. Streicher Financial, LLC.

 On
July 29, 2022, the Company filed an original Verified Complaint for Breach of Contract and Specific Performance (the " Complaint ")
against J. Streicher Financial, LLC (" Streicher ") in the Court of Chancery of the State of Delaware (the " Chancery
Court "). In its Complaint, the Company alleged that Streicher breached a contract entered into by the parties on March 9, 2022,
and demanded that Streicher return $16,500,000 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in
favor of the Company, Granting with Modifications Company's Motion for Partial Summary Judgment in the amount of $16,500,000
(the " Judgment "). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney's
fees (the " Fee Order "). On November 15, 2022, the Company initiated efforts against Streicher to seek collections
on the Judgment and Fee Order. The Company subsequently engaged a collection firm to pursue Streicher as a judgment debtor on behalf
of Company. Since being engaged, the collection firm has sought collections on Streicher by noticing Judgment-Debtor for Deposition by
Oral Examination in Aid of Judgment and seeking post-judgment discovery, including interrogatories and requests for production.

 In
an effort to avoid post-judgment discovery, Streicher indicated a willingness to pay the judgment over time with interest and is attempting
to negotiate a settlement and forbearance agreement with the Company. Streicher's original deadline to produce documents and respond
to the post-judgment discovery was January 16, 2023, and the Deposition was scheduled to take place on January 19, 2023. On January 20,
2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of
$75,000. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and agreed to make another
payment in the amount of $75,000 on February 28, 2023. Streicher failed to remit the payment on February 28, 2023, and as a result, the
Company is proceeding with the post-judgment discovery and depositions, which was scheduled for March 16, 2023, however Streicher did
not appear at such hearing. The Company intends to fully collect on the Judgment and intends to pursue all legal and equitable means
to enforce the Judgment against Streicher until the Judgment is fully satisfied.

 We
may never collect the full amount of the judgment, the costs of collecting the judgment, including additional legal fees may be material,
and Streicher may not have funds to pay us amounts due or make seek bankruptcy protection.

 Public
Company Operating Risks

 Our
projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation
and changes in regulations, both inside and outside of the U.S. As a result, our projected revenues, market share, expenses and profitability
may differ materially from our expectations.

 The
gaming and lottery industry is subject to rapid change, significant competition, and multiple regulatory oversight and our projections
are subject to the risks and assumptions made by management with respect to our industries. Operating results are difficult to forecast
because they generally depend on our assessment of the timing of adoption of future legislation and regulations by different states,
which are uncertain. Furthermore, if we invest in the development of new products, services or distribution channels that do not achieve
significant commercial success, whether because of implementation, competition or otherwise, we may not recover the often substantial
"up front" costs of developing and marketing those products and distribution channels or recover the opportunity cost of
diverting management and financial resources away from other services, products or distribution channels.

our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult
to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for
any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected.
If actual results differ from our estimates, analysts may react negatively, and our stock price could be materially impacted.

 The
requirements of being a public company may strain our resources and divert management's attention, and the increases in legal,
accounting and compliance expenses may be greater than we anticipate.

 As
a result of being a public company we incur significant legal, accounting and other expenses that we did not incur as a private company.
We are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable requirements of the
Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently
implemented by the SEC and the listing standards of The Nasdaq Stock Market LLC ("Nasdaq"), including changes in corporate
governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules
and regulations can be burdensome. Moreover, these rules and regulations have increased our legal and financial compliance costs and
have made some activities more time-consuming and costly as compared to when we were a private company. In particular, we have incurred
and expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with all these
requirements, including Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an "emerging growth company."
To meet these various requirements, we have and will continue to need to hire additional legal, accounting and financial staff and/or
contractors, all with appropriate public company experience. Internally, we must continue to increase our technical accounting knowledge
as well as maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation
costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general
and administrative expenses and could materially and adversely affect our profitability. We cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.

 Risks
Relating to Our Charter Documents and Delaware Law

 Our
Charter includes certain redemption rights which may negatively affect the value our common stock and other securities and/or result
in the redemption of shares of common stock or other securities held by certain holders.

 Our
Second Amended and Restated Certificate of Incorporation (our "Charter") provides that any shares of capital stock, bonds,
notes, convertible debentures, options, warrants or other instruments that represent a share of equity of the Company, a debt owed by
the Company or the right to acquire any of the foregoing (for purposes of this section, the "Redeemable Securities"), owned
or controlled by a record or beneficial holder of the Company's Redeemable Securities or an affiliate thereof who or that (i) fails
or refuses to participate in good faith in an investigative process of, or submit documents, give notices or make filings requested or
required by, any Regulatory Authority (as such term is defined in the Charter), (ii) is denied or disqualified by any regulatory authority
from receiving or holding any Regulatory Approval (as such term is defined in the Charter)), (iii) is determined by a regulatory authority
or by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, to be disqualified or unsuitable
to own or control any Redeemable Securities or to be associated or affiliated in any capacity with the Company, its affiliates, or the
business and activities of the Company and its affiliates in any Applicable Jurisdiction (as such term is defined in the Charter), (iv)
causes the Company or any of its affiliates to lose or to be threatened with the loss of any Regulatory Approval, or (v) is deemed likely
by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, by virtue of such holder's
ownership or control of Redeemable Securities or association or affiliation with the Company or its affiliates, to jeopardize, impede,
impair or adversely affect the ability of the Company's or any of its affiliates to obtain, maintain, hold, use or retain any Regulatory
Approval or to cause or result in the suspension, disapproval, termination, non-renewal or loss of any Regulatory Approval (each of such
holders or an affiliate of such holder, a "Disqualified Holder") shall be subject to redemption by the Company (as described
in the Charter) as and to the extent required by a Regulatory Authority or deemed necessary or advisable by the Company's Board.

 If
a Regulatory Authority requires the Company, or the Board deems it necessary or advisable, to cause any such Redeemable Securities be
subject to redemption, we will deliver a redemption notice (as described in the Charter) to the Disqualified Holder or its affiliate(s)
(as applicable) and shall purchase the number and type of Redeemable Securities specified in the redemption notice for the redemption
price, as defined and determined in accordance with the Charter and set forth in the redemption notice.

 Commencing
on the date that a regulatory authority serves notice of a determination of disqualification or unsuitability of a holder of Redeemable
Securities, or the Board otherwise determines that a person is a Disqualified Holder, and until the Redeemable Securities owned or controlled
by such person are owned or controlled by a person who is not a Disqualified Holder, the Disqualified Holder and any affiliates of such
Disqualified Holder shall not be entitled to: (i) exercise, directly or indirectly, any voting rights conferred by such Redeemable Securities
or otherwise participate in the management of the business or affairs of the Company or our affiliates; (ii) receive any dividends or
share of distribution of profits or cash or any other property of, or payments upon dissolution of, the Company or our affiliates, other
than payment for the redemption of the Redeemable Securities as described in the Charter; or (iii) receive any remuneration in any form
from the Company or any of our affiliates, for services rendered or otherwise.

 No
redemption of Redeemable Securities shall be effectuated pursuant to the Charter without the receipt of the regulatory approvals required.
From and after the redemption date, the Redeemable Securities shall no longer be deemed outstanding, such Disqualified Holder shall cease
to be a stockholder with respect to such Redeemable Securities and all rights of such Disqualified Holder (other than the right to receive
the redemption price) shall cease.

 The
existence of the redemption rights set forth in our Charter may result in the value of the Redeemable Securities being less than they
would without the existence of such rights, may prevent the sale or transfer of such Redeemable Securities, and may result in a holder
of Redeemable Securities receiving less value for such Redeemable Securities upon the redemption thereof as they would had such Redeemable
Securities not been redeemed.

 A
court may find that part or all of the provisions included in our Charter pertaining to the redemption right with respect to capital
stock held by any stockholders who are deemed to be "disqualified" or "unsuitable" holders is not enforceable,
either in general or as to a particular fact situation.

 Under
the laws of the State of Delaware, our jurisdiction of incorporation, a corporation may provide in its certificate of incorporation for
the amount of securities that may be owned by any person or group of persons for the purpose of maintaining any statutory or regulatory
advantage or complying with any statutory or regulatory requirements under applicable law. Delaware law provides that ownership limitations
with respect to shares of our stock issued prior to the effectiveness of our Charter will be effective against (i) stockholders with
respect to shares that were voted in favor of the proposed provision; and (ii) purported transferees of shares that were voted for the
proposed provision if (a) the transfer restrictions are conspicuously noted on the certificate(s) representing such shares, or (b) the
transferee had actual knowledge of the transfer restrictions (even absent such conspicuous notation). The shares of common stock, par
value $0.001 per share issued after the effective date of our Charter were issued with the ownership limitation conspicuously noted on
the certificate(s) representing such shares and therefore under Delaware law such newly issued shares will be subject to the transfer
restriction. We have also disclosed such restrictions to persons holding our stock in uncertificated form.

 We
cannot assure you that the provision pertaining to the redemption right with respect to capital stock held by any stockholders who are
deemed to be "disqualified" or "unsuitable" holders is enforceable under all circumstances, particularly against
stockholders who did not vote in favor of the proposed provision, who do not have notice of the ownership limitations at the time they
subsequently acquire their shares, or who acquire shares that were owned, at the time of the vote on the provision, by a stockholder
(or stockholders) who did not vote such shares in favor of the proposed provision. Accordingly, we cannot assure you that we would be
able to redeem the shares of a stockholder deemed an unsuitable person by applicable regulatory authorities.

 Claims
for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us
and may reduce the amount of money available to us.

 Our
Charter and our amended and restated bylaws (the "Bylaws") provide that we will indemnify our directors and officers, in
each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation
Law (the "DGCL"), our Charter, Bylaws and our indemnification agreements that we have entered into with our directors and
officers provide that:

 To
 the fullest extent permitted under the DGCL, our directors will not be personally liable to the Company or its stockholders for monetary
 damages for breach of fiduciary duty as a director.

 We
 will indemnify our directors and officers for serving us in those capacities or for serving other business entities at our request,
 to the fullest extent permitted by the DGCL. The DGCL provides that a corporation may indemnify such person if such person acted
 in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and,
 with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

 We
 may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law
 and such person was made a party to an action, suit or proceeding, by reason of the fact that he or she is or was an employee or
 agent of the Company.

 We
 are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that
 such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled
 to indemnification.

 We
 will not be obligated pursuant to the indemnification agreements entered into with our directors and executive officers to indemnify
 a person with respect to proceedings initiated by that person, except with respect to proceedings to enforce an indemnitees right
 to indemnification or advancement of expenses, proceedings authorized by our board of directors and if offered by us in our sole
 discretion.

 The
 rights conferred in our Charter are not exclusive, and we are authorized to enter into indemnification agreements with our directors,
 officers, employees and agents and to obtain insurance to indemnify such persons.

 We
 may not retroactively amend our Charter or indemnification agreement provisions to reduce our indemnification obligations to directors,
 officers, employees and agents.

 As
a result of these provisions, if an investor were able to enforce an action against our directors or officers, in all likelihood, we
would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required
to pay. This could lead to us incurring substantial expenditures to cover the cost of settlement or damage awards against our directors
and officers, which the Company may not be able to pay or recoup. Accordingly, our indemnification obligations could divert needed financial
resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect the
value of our business.

 The
exclusive forum provision in our Charter may have the effect of discouraging lawsuits against our directors and officers.

 Our
Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding
brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee
to us or to our stockholders; (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to
any provision of the Delaware General Corporation Law (the "DGCL"), our Charter or our Amended and Restated Bylaws (our "Bylaws");
or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine under
Delaware law shall be brought, to the fullest extent permitted by law, solely and exclusively in the Court of Chancery in the State of
Delaware.

 In
addition, our Charter requires, unless we consent in writing to the selection of an alternative forum, that the federal district courts
of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, this provision in the Charter does not apply
to claims seeking to enforce any liability or duty created by the Exchange Act since Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder.

 Although
we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to which
it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the
effect of discouraging lawsuits against our directors and officers.

 Anti-takeover
provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

 Our
Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
The Company is subject to anti-takeover provisions under Delaware law which could delay or prevent a change of control. These provisions
are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our
Board to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may make more difficult
the removal of management, may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of
a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts
that might result in a premium over the prevailing market price for our securities. These provisions provide for, among other things:

 authorized
 but unissued shares of common stock and preferred stock, which may be used for a variety of corporate finance transactions, acquisitions
 and employee benefit plans and the existence of which could make more difficult or discourage an attempt to obtain control of the
 Company by means of a proxy contest, tender offer, merger or otherwise (the DGCL does not require stockholder approval for any issuance
 of authorized shares);

 stockholder
 action may not be by written consent (the DGCL provides that unless otherwise provided in the charter, any action of a meeting of
 stockholders may be taken without a meeting and prior notice by signed written consent of stockholders having the minimum number
 of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted);

 amendment
 of certain provisions of the organizational documents only by the affirmative vote of at least 66 2/3% of the voting power of the
 outstanding capital stock (the DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled
 to vote thereon, voting together as a single class, is required to amend a corporation's certificate of incorporation, unless
 the certificate of incorporation requires a greater percentage);

 provisions
 providing for a board of directors with staggered terms and detailing that the number of directors may be fixed and modified only
 by our Board;

 advance
 notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings,
 which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate
 of directors or otherwise attempting to obtain control of Lottery.com; and

 the
 ability of our Board to issue one or more series of preferred stock.

 providing
 that directors may be removed only for cause and then only by a two-thirds vote of the holders of a majority of the voting power
 of the outstanding shares then entitled to vote in an election of directors, voting together as a single class;

 providing
 that vacancies on our Board, including newly-created directorships, may be filled only by a majority vote of directors then in office;
 and

 prohibiting
 stockholders from calling special meetings of stockholders.

 In
addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover
attempt that is opposed by our management or our Board. Stockholders who might desire to participate in these types of transactions may
not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede
any stockholder's ability to benefit from a change in control or change our management and Board and, as a result, may adversely
affect the market price of common stock and the ability for any stockholder to realize any potential change of control premium.

 Risks
Related to Our Common Stock and Warrants

 We
are not currently in full compliance with the continued listing standards of Nasdaq and may not be able to regain full compliance with
Nasdaq's continued listing standards in the future.

 Our
common stock and warrants trade on The Nasdaq Global Market under the symbols "LTRY" and "LTRYW,"
respectively. We are not currently in compliance with Nasdaq's continued listing standard for meeting
their requirement for the total market value of our publicly-held shares. Our failure to regain full compliance with these
requirements may result in our securities being delisted from Nasdaq.

 On
August 17, 2022, the Company received a notice from Nasdaq indicating that, as a result of not having timely filed the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 with the SEC, the Company was not in compliance with Nasdaq Listing
Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC. On November 28, 2022, the Company
received an additional notice, dated November 16, 2022, from Nasdaq indicating that, as a result of an additional delinquency in the
timely filing of the Company's Form 10-Q for the quarter ended September 30, 2022, the Company remained out of compliance with
Nasdaq Listing Rule 5250(c)(1)

 On
August 24, 2022, the Staff notified the Company that the bid price of its common stock had closed at less than $1 per share over the
previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2). Therefore, in accordance
with Nasdaq Listing Rule 5810(c)(3) (A), the Company was provided 180 calendar days, or until February 20, 2023, to regain compliance
with such rule. On February 23, 2023, the Company received a determination letter from Nasdaq advising it that Nasdaq had determined
that the Company had not regained compliance with such rule and that the Company was not eligible for a second 180 day period as the
Company had not yet filed its periodic reports with the SEC. Nasdaq also confirmed to the Company in its February 23, 2023 letter that
the failure to timely file those periodic reports each serve as separate and an individual basis for delisting.

 The
Company had until March 2, 2023 to request an appeal of Nasdaq's determination, which appeal was timely requested. If the
appeal were not granted, then, the Company's common stock and warrants would be delisted from Nasdaq, trading of the
Company's securities would be suspended, and a Form 25-NSE would need to be filed with the SEC which would remove the
Company's securities from listing and registration on Nasdaq.

 On
April 4, 2023, the Company received an additional notice from Nasdaq that the Company's failure to timely file its Annual Report
on Form 10-K for the year ended December 31, 2022, serves as an additional basis for delisting the Company's securities from Nasdaq.

 On
April 24, 2023, the Company presented a plan to a Nasdaq hearing panel (the "Panel") to regain compliance with the Nasdaq
Listing Rules and to file the Company's deficient quarterly reports for the quarters ended June 30, 2022 and September 30, 2022,
as well as its annual report for the year ended December 31, 2022, and to cure the bid price deficiency. On May 8, 2023, the Company
received notice that the Company's plan to regain compliance was conditionally accepted by the Panel and the Company provided Nasdaq
with certain requested information. On May 24, 2023, the Company received a letter from the Panel (the "May 24th Decision"),
stating that as a result of its review of the requested information, it had determined to delist the Company's common stock and
warrants from Nasdaq on May 26, 2023, and consequently the Company's common stock and warrants were suspended from trading on Nasdaq
on that date. The Company responded to the May 24 th Decision and requested that the Panel reconsider the historic facts underlying
its decision, the Company's future prospects, the consequences of such delisting on the Company's stockholders and the Company's
ability to continue to relaunch its business.

 On
May 31, 2023, the Panel requested additional information from the Company in order to conduct its reconsideration of the matter. Specifically,
the Panel requested the Company's projected cash flow for the next 12 months, the amount of anticipated drawdowns from the Company's
Loan Agreement with Woodford, and a breakdown of the Company's revenue earned since it recommenced lottery ticket sales in April
2023. On June 2, 2023, the Company submitted a written response to the Panel's May 31st request.

 Upon
consideration of the record and the additional documentation provided by the Company, on June 8, 2023, the Company received a letter
(the June 8 th Decision") from the hearings panel stating that it had determined to reverse its initial delisting decision
and grant the Company's request for an exception to the continued listing rules until August 17, 2023, subject to the satisfaction
of certain conditions, which the Company met in a timely manner

 In addition to the above, there are other requirements to be met in order to maintain a continued listing on The Nasdaq Global Market.
These requirements include requiring that the Company maintain at least $10 million in stockholders' equity, $5 million of Market
Value of Publicly Held Shares (MVPHS) listed securities, or $50 million in total assets and total revenue over the prior two years or
two of the prior three years and having a majority of independent directors.

 As
reported on form 8-K filed on December 7, 2023, on November 29, 2023, the Company received a letter from Nasdaq stating that based
upon its review of the Company's Market Value of Publicly Held Shares ("MVPHS") for the last 30 consecutive
business days, the Company no longer met the minimum requirement of $5,000,000 in MVPHS set forth in Nasdaq Listing Rule
5450(b)(1)(C). However, under the Listing Rules, the Company was provided a 180-calendar day grace period to regain compliance,
through May 28, 2024.

 If
at any time during the compliance period the Company's MVPHS closes at $5,000,000 or more for a minimum of ten consecutive business
days, Nasdaq will provide written confirmation of compliance and the matter will be closed. The Company has met this requirement and is in the process of notifying
Nasdaq. In the event the Company does not regain
compliance with the rule prior to the expiration of the compliance period, the Company will receive written notification that its securities
are subject to delisting.

 As
of the date of this Report, there can be no assurance that the Company will be able to meet the MVPHS requirements for a minimum period
of ten consecutive business days through May 28, 2024, or be able to remain in full compliance with all applicable Nasdaq listing requirements.

the requirement that we maintain a majority of independent directors and at least three members on our audit committee are Nasdaq requirements
that we currently meet but have not met from time to time.

 If
the Company's securities are delisted from Nasdaq, it could be more difficult to buy and sell the Company's common stock
and warrants or to obtain accurate quotations, and the price of the Company's common stock and warrants could suffer a material
decline. Delisting could also impair the Company's ability to raise capital and/or trigger defaults and penalties under its outstanding
agreements or securities. Further, even if we regain compliance with Nasdaq listing requirements, there is no guarantee that we will
be able to maintain our listing for any period of time.

 Delisting
from Nasdaq could also result in negative publicity. Further, if we are delisted, we would also incur additional costs under state blue
sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock
and/or warrants and the ability of our stockholders to sell our common stock and/or warrants in the secondary market. If our common stock
and/or warrants are delisted by Nasdaq, our common stock and/or warrants may be eligible to trade on an over-the-counter quotation system,
such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market
value of our common stock and/or warrants. In the event our common stock and/or warrants are delisted from The Nasdaq Global Market,
we may not be able to list our common stock and/or warrants on another national securities exchange or obtain quotation on an over-the
counter quotation system.

 An
active trading market for our common stock and warrants may never develop or be sustained, which may make it difficult to sell the shares
of common stock and warrants.

 An
active trading market for the common stock and warrants may not develop or continue or, if developed, may not be sustained, which would
make it difficult for you to sell your shares of common stock and warrants at an attractive price or at all. The market price of our
common stock and warrants may decline below your purchase price, and you may not be able to sell your shares of common stock and warrants
at or above the price you paid for such shares or at all.

 The
market price of our common stock and warrants could be highly volatile, and you may lose some or all of your investment.

 The
market price of our common stock and warrants could be highly volatile and may be subject to wide fluctuations in response to a variety
of factors, including the following:

 announcements
 by us or our competitors of new products, features, or services;

 the
 public's reaction to our press releases, other public announcements, and filings with the SEC;

 rumors
 and market speculation involving us or other companies in our industry;

 actual
 or anticipated changes in our results of operations or fluctuations in our results of operations;

 changes
 in the financial projections we may provide to the public or our failure to meet these projections;

 actual
 or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

 actual
 or perceived privacy or data security incidents;

 risks
 related to the organic and inorganic growth of our business and the timing of expected business milestones, including those related
 to announced or completed acquisitions of businesses, products, services, or technologies by us or our competitors;

 actual
 or anticipated changes in applicable laws or regulations;

 changes
 in accounting standards, policies, guidelines, interpretations, or principles;

 our
 ability to forecast or report accurate financial results; and

 technical
 factors in the public trading market for our common stock and warrants that may produce price movements that may or may not comport
 with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including
 as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities,
 access to margin debt, trading in options and other derivatives on our common stock and warrants and any related hedging and other
 technical trading factors.

 In
addition, the stock markets historically have experienced extreme price and volume fluctuations that have affected the market prices
of equity securities of many publicly-held companies. These fluctuations have often been unrelated or disproportionate to the operating
performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions,
may negatively affect the market price of our common stock and warrants, regardless of a company's actual operating performance.
In addition, in the past, securities class action litigation has often been brought against a company following a decline in the market
price of its securities. If the Company faces such litigation, it could result in substantial costs and a diversion of management's
attention and resources, which could harm its business, results of operations, cash flow, or financial condition.

 If
securities or industry analysts do not publish research or reports about the Company, or publish negative reports, the Company's
stock price and trading volume could decline.

 The
trading market for our common stock and warrants will depend, in part, on the research and reports that securities or industry analysts
publish about the Company. The Company does not have any control over these analysts. If the Company's financial performance fails
to meet analyst estimates or one or more of the analysts who cover the Company downgrade its common stock or change their opinion, the
Company's stock price would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly
publish reports on the Company, it could lose visibility in the financial markets, which could cause the Company's stock price
or trading volume to decline.

 Because
the Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole
source of gain.

 The
Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does
not anticipate declaring or paying any cash dividends for the foreseeable future.

 As
a result, capital appreciation, if any, of the Company's shares of common stock would be your sole source of gain on an investment
in such shares for the foreseeable future.

 Risks
Related to Our Loan Agreements and Loan Agreement Warrants

Eurasia Assets Ltd., ("Woodford"), and United Capital Investments London Limited, ("UCIL") may not loan us the
amounts they agreed to under each of their amended and restated loan agreements. If either fails to provide us with funding, we may be
forced to curtail or even abandon our plan to recommence our operations and we may need to permanently cease our operations.

 As
previously noted, we need to raise capital to, among other things, support and restart our operations, re-hire employees and pay our
expenses. The amended and restated loan agreements with Woodford and UCIL are potential sources of this needed additional capital that
is presently available to us.

to the Woodford Amended and Restated Loan Agreement, Woodford agreed to fund up to $52.5 million, subject to certain conditions and requirements,
of which, per our books and records, $951,298 was received by us through December 31, 2023.

 As
reported on form 8-K on August 1, 2023, the Company reported that it had not received the requisite funding on a timely basis that it
expected from Woodford, despite making several requests to Woodford for said funding under the Woodford Amended and Restated Loan Agreement.
Moreover, the Board of Directors determined that it was in the best interest of the Company and its stockholders to enter into a new
loan agreement with UCIL, as an alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the "Default
Notice") and an event of default and crystallization notice on July 25, 2023 (the "Crystallization Notice") from Woodford
under the Woodford Amended and Restated Loan Agreement. On July 24, 2023, the Company responded to the Default Notice disputing that
an event of default had occurred. Further, on July 27, 2023, the Company replied to the Crystallization Notice denying that an event
of default occurred or continued, and further asserted that Woodford's attempt for crystallization was inappropriate and unlawful
under its loan agreement. The matter currently is in litigation.

 Given
the uncertainty of the continued financing under the Woodford Loan Agreement, on July 26, 2023, the Company secured and formalized
alternative funding by entering into a Loan Agreement with UCIL which was further amended and restated on August 18,
2023. The UCIL agreement was approved by the shareholders on or about November 17, 2023 and attached to this 10-K as an exhibit.

 The
UCIL loan agreement provides for a credit facility (the "Credit Facility") consisting of (a) funding in the principal amount
of up to $1,000,000 to be paid in tranches over time and as requested by the Company (the "Initial Loan"), wherein in return
for the Initial Loan the Company shall issue to UCIL a number of warrants (the "Warrants") to purchase shares of the Company's
common stock ("common stock") in an amount representing at least 4.5% but not exceeding 15% of the Company's issued
and outstanding common stock on the date of such issuance; and (b) an additional credit facility, at the Company's written request
and at UCIL's sole discretion for an amount up to a total of $49,000,000 in additional financing (the "Accordion")
in subsequent funding tranches. The interest rate on the Initial Loan and the Accordion is 10% per annum. The Credit Facility provides
that UCIL may elect, in its sole discretion, to convert an amount of the Initial Loan and the Accordion, together with accrued interest,
into shares of common stock at a conversion price calculated in accordance with the terms of the Loan Agreement. In addition, the Credit
Facility includes certain customary representations, warranties and events of default subject to customary notice and cure rights.

 If
neither Woodford nor UCIL is able or willing over time to advance us amounts owed under either of their amended and restated loan agreements
and/or we are unable to raise additional funds from other third parties, we may not be able to raise enough capital to recommence our
operations and run our business. Consequently, we may be forced to curtail or even abandon our plan to recommence our operations and
we may need to permanently cease our operations.

 We
are subject to certain covenants while amounts are outstanding under the loan agreements which may restrict our ability to undertake
future activities, including issuing additional shares of common stock.

 Each
loan agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary
for a transaction of this size and nature. For example, included in the Woodford Loan Agreement are covenants prohibiting us from (a)
making any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may
not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations
under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;
(e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares of common stock which
negatively affects UCIL; and (h) repurchasing any shares of common stock. Such covenants in either loan agreement may restrict our
ability to raise capital, pay consultants, officers and directors, and may ultimately result in material adverse effects to the Company.
The result of that may be a decrease in the value of our securities or our need to seek bankruptcy protection.

 Our
obligations under the loan agreements are secured by a first priority security interest in substantially all of our assets and if we
were to default, they could force us to curtail or abandon our business plans and operations.

 The
amounts borrowed pursuant to the terms of the Woodford Loan Agreement are secured by substantially all of the present and after-acquired
assets of the Company and its subsidiaries. As a result, Woodford as our creditor, in the event of the occurrence of a default may enforce
its security interests over our assets and/or our subsidiaries which secure such obligations, take control of such assets and operations,
force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and operations. If that were to
happen, any investment in the Company (including, but not limited to, any investment in our common stock) could become worthless.

 The
issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Either Woodford or UCIL
under each's loan agreement may depress the market price of our common stock and cause substantial dilution.

 As
of December 31, 2023, per the Company's books and records, we had borrowed $951,298 under the Loan Agreement to Woodford and $711,610
from UCIL. Amounts borrowed can be repaid at any time without penalty and accrue interest per the terms and conditions of each loan agreement.
Amounts borrowed may, at each lender's option, be converted into shares of common stock, beginning 60 days after the first loan
date at the rate of 80% of the lowest publicly available price per share of Company common stock.

 In
addition, in connection with the loan agreement we agreed to grant warrants to each of Woodford and UCIL to purchase up to 15% of the
shares of common stock that are then issued and outstanding, each with an exercise price equal to the average of the closing price for
each of the ten days prior to the drawing of the first tranche. In the event we fail to repay the amounts borrowed when due or either
lender fails to convert the amount owed into shares of common stock, the exercise price of the warrants may be offset by amounts owed
, and in such case, the exercise price of the warrants will be subject to a further discount.

 If
sequential conversions of amounts owed under either loan agreement or warrants are exercised, and sales of such resulting shares of common
stock take place, the price of our common stock may decline, and as a result, the lender will be entitled to receive an increasing number
of shares of common stock, which shares could then be sold in the market, triggering further price declines and conversions or exercises
for even larger numbers of shares, to the detriment of our investors. The shares of common stock issued may, under certain conditions,
be sold without restriction pursuant to Rule 144. As a result, the sale of these shares may adversely affect the market price, if any,
of our common stock.

the issuance of common stock upon conversion of the amounts owed under either loan agreement or the exercise of warrants will result
in immediate and substantial dilution to the interests of other stockholders.

 On
June 12, 2023, the Company entered into an amendment of its Loan Agreement with Woodford (the "Loan Agreement Amendment").
The Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance
of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price
of 20%. All other terms and conditions of securitization remain in full force and effect.

 We
currently owe a significant amount of money under our Woodford Loan Agreement, which we may not be able to repay.

 As
of the date of this Report per our books and records, we owe approximately $991,258 under our Amended and Restated Woodford Loan Agreement.
Currently, we do not have sufficient funds to repay such amount. A high level of indebtedness increases the risk that we may default
on our debt obligations. If the amounts owed under the Amended and Restated Woodford Loan Agreement are not converted into common stock
pursuant to its terms and conditions, we may not be able to generate sufficient cash flows to pay the principal or interest on the loan,
and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If we do not have sufficient
funds and are otherwise unable to arrange financing or raise additional funds, we may have to sell significant assets or have a portion
of our assets foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations
and could cause any investment in the Company to decline in value or become worthless.

Risk Factors

 Our
insurance coverage is not adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

 We
currently do not have effective director and officer liability insurance and may not have the financial resources or otherwise be able
to obtain director and officer liability insurance at reasonable cost or terms in the future. However, we have other insurance policies
with coverage features and insured limits that we believe are customary in their breadth and scope. Nevertheless, in the event of a substantial
loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or
could result in certain losses being totally uninsured. Market forces beyond our control may limit the scope of the insurance coverage
we can obtain in the future or our ability to obtain coverage at reasonable rates. Certain catastrophic losses may be uninsurable or
too expensive to justify obtaining insurance. As a result, if we suffer such a catastrophic loss, we may not be successful in obtaining
future insurance without increases in cost or decreases in coverage levels.

 Our
cash and cash equivalents may be exposed to failure of our banking institutions.

 Since
we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our cash balances in more than one financial
institution. Notwithstanding such allocation, we are subject to the risk of bank failure and the consequent loss of our funds, in whole
or in part. If any bank at which we hold deposits were to experience a failure, we could experience the risk of loss, or limitation on
access to, our cash and cash equivalents which would adversely affect our business.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
2. Properties.

 Our
principal business location is in Spicewood, Texas, which is subject to a written lease agreement with an unrelated third party. The lease agreement is month-to-month and can be terminated by either party
with 30-days written notice. We have
no other offices. Our business operations are all primarily operated out of our Spicewood, Texas location; however, our employees, including
our executive management team, currently perform their job responsibilities remotely.

 Item
3. Legal Proceedings.

 The
Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
In addition, the Company is a party to several material legal proceedings, which are described below. The outcome of litigation is inherently
uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management's
expectations, the Company's financial condition and operating results for that reporting period could be materially adversely affected.

 J.
Streicher

 On
July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the "Streicher
Complaint") against J. Streicher Financial, LLC ("Streicher") in the Court of Chancery of the State of Delaware (the
"Chancery Court"), styled AutoLotto, Inc. dba Lottery.com v. J. Streicher Financial, LLC (Case No. 2022-0661-MTZ).
In the Streicher Complaint, the Company alleged that Streicher breached the contract entered into by the parties on March 9, 2022 and
demanded that Streicher return $16,500,000.00 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in favor
of the Company, Granting with Modifications Company's Motion for Partial Summary Judgment in the amount of $16,500,000.00
(the "Streicher Judgment"). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney's
fees (the "Fee Order"). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the
Judgment. On December 8, 2022, the Company's prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP ("Skadden")
filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201.17 for legal fees unpaid by Company
("Skadden's Motion"). On December 30, 2022, the Company filed its response to Skadden's Motion, alleging that
the Chancery Court should deny Skadden's Motion for a Charging Lien as a matter of law or, in the alternative, limit the
charging lien to the amount of the attorneys' fees awarded by the Fee Order. As of the date of this Report, the Chancery Court
has not set Skadden's Motion for an oral hearing, nor has it entered an order on the motion. On January 20, 2023, faced with post-judgment
discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000.00. On February 13, 2023,
Streicher made another payment towards the Judgment in the amount of $50,000.00 and had agreed to make another payment in the amount
of $75,000.00 on February 28, 2023, which it failed to make. The Company intends to fully collect on the Judgment and shall pursue all
legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied. See " Item 1A. Risk
Factors - Legal Proceedings Risks - We may not recover amounts owed to us from J. Streicher Financial, LLC " for further information.

 Preston
Million Class Action

 On
August 19, 2022, Preston Million filed a Class Action Complaint (the "Class Action Complaint") against the Company
and certain former officers and directors of the Company in the United States District Court for Southern District of New York (the "SDNY"),
styled Preston Million, Individually and on Behalf of All Others Similarly Situated vs. Lottery.com, Inc. f/k/a Trident Acquisitions
Corp., Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson (Case No. 1:22-cv-07111-JLR). The Class Action Complaint alleged violations
by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") 15 U.S.C. §§
78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of 1995 ("PSLRA"), U.S.C. § 78u-4 et seq.
(collectively "Federal Securities Laws"). On November 18, 2022, the SNDY ordered the appointment of RTD Bros, LLC, Todd Benn,
Tom Benn and Tomasz Rzedian (collectively "Lottery Investor Group") as lead plaintiff and Glancy Prongay & Murray, LLP
as lead counsel for plaintiffs and for the class in the case. On December 5, 2022, the Court stipulated a Scheduling Order in
the case. On January 12, 2023, the Company's legal counsel timely filed its Notice of Appearance. On January 31, 2022, plaintiffs
filed their Amended Complaint adding Kathryn Lever, Marat Rosenberg, Vadim Komissarov, Thomas Gallagher, Gennadii Butkevych, Ilya
Ponomarev as additional defendants in the case. The Amended Complaint alleges, among other things, that defendants made materially
false and misleading statements in violation of Section 10(b),14(a) and 20(a) of the Exchange Act and plaintiffs seek compensatory damages,
reasonable cost and expenses including counsel fees and expert fees. Pursuant to the Scheduling Order, the Company filed its motion
to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order to dismiss the matter.
Plaintiffs are expected to file their opposition to the motion to dismiss no later than May 18, 2023, which would trigger the Company's
deadline to file its reply brief in support of their motion to dismiss no later than June 20, 2023. On February 6, 2024, the SDNY granted the Company's Motion to Dismiss. The Class Action Plaintiffs amended their complaint within
the twenty-one day period provided by the judge.

 TinBu
Complaint

 On
March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the "TinBu Plaintiffs") filed its original complaint against
Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC ("TinBu") in the Circuit Court of the
13 th Judicial District in and for Hillsborough County, Florida (the "TinBu Complaint"). The Complaint alleges
breach of contract(s) and misrepresentation with alleged damages in excess of $4.6 million. The parties agreed to extend the Company's
and its subsidiary's deadline to respond until May 1, 2023. On May 2, 2023, the Company and its subsidiary retained local counsel
who filed a Notice of Appearance on behalf of the Company and TinBu and filed a Motion for Enlargement requesting the Court to extend
its deadline to file its initial response to the Complaint by an additional 30 days (the "Motion for Enlargement"). As of
the date of this Report, the Motion for Enlargement has not been set for a hearing. On May 5, 2023, Plaintiffs filed their Motion for
Court Default ("Plaintiffs' Motion for Default"), despite Company's Motion for Enlargement. As of the date of
this Report, the Plaintiffs' Motion for Default has not been set for a hearing. The Company intends to oppose Plaintiffs'
Motion for Default. On May 9, 2023, Plaintiffs served Plaintiffs' First Request for Admissions (the "RFA") to the Company.
On October 13, 2023, the Court granted the Defendants' Motion to Stay Litigation and Discovery pending a ruling on its Motion to
Compel Arbitration. On November 16, 2023, the Court granted Defendants' Motion to Compel Arbitration in Texas. The parties await
a signed written order from the Court to that effect.

 Global
Gaming Data

 On
November 21, 2023, the Company and its wholly owned subsidiary and TinBu, LLC ("TinBu") (Company and TinBu collectively,
"Plaintiffs") filed their First Amended Verified Complaint in Federal Court for the Middle District of Florida
("MDF") against John J. Brier, Jr. ("Brier"), Bin Tu ("Tu"), and Global Gaming Data, LLC ("GGD")
(collectively, "Defendants") for violations of the Federal Defend Trade Secrets Act ("DTSA"), the Florida Uniform
Trade Secrets Act ("FUTSA") and the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), and for breaches
of contract and fiduciary duties, including the duty of loyalty, styled Lottery.com, Inc. f/k/a AutoLotto, Inc. and TinBu, LLC v. John
J. Brier, Jr., Bin Tu, and Global Gaming Data, LLC (Case No.: 8:23-cv-2594-KKM-TGW) Defendants filed certain counterclaims against
Plaintiffs. The Company's request for a Temporary Restraining Order was denied by the MDF in February 2024.

Eurasia

Eurasia filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The High Court of Justice in London
Chancery Division ("the Court") dismissed an application for injunctive relief initiated by Woodford against the Company.
(Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford's application as "fundamentally
misconceived" and ordered Woodford to pay the Company's legal costs. Woodford subsequently, on the Judges' recommendation,
withdrew the proceedings.

filed an additional action in the United States District Court for the District of Delaware on February 14, 2024 in Case No. 23-1317-GBW.
Woodford subsequently filed a Notice of Voluntary Dismissal Without Prejudice was filed by Woodford in the, which stated that Woodford
provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors.

 With
the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is
determining its next course of action in resolving any further matters regarding Woodford.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
Common Stock is currently traded on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "LTRY." Our public
warrants are traded on Nasdaq under the symbol "LTRYW".

 Holders

 As
of December 31, 2023, there were 114 holders of record of our common stock and 10 holders of record of our warrants. In addition
to holders of record of our securities we believe, based on Company records, that there are over 6,000 brokerage accounts representing
"street name" holders or beneficial holders whose shares and warrants are held of record by banks, brokers and other financial
institutions.

 Dividends

 We
have not paid any cash dividends on our shares of common stock to date and do not anticipate paying any cash dividends for the foreseeable
future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and
general financial condition as well as general business conditions. The payment of any cash dividends will be within the discretion of
the Board at such time.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

 We
did not issue any equity securities during the year ended December 31, 2023 that were not registered under the Securities Act and that
have not otherwise been described in a Quarterly Report on Form 10-Q or a Periodic Report on Form 8-K.

 Securities
Repurchases

 None
during the fiscal year 2023.

 Item
6. [Reserved].

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 You
should read the following discussion and analysis of our financial condition and results of operations together with the consolidated
financial statements and the related notes appearing elsewhere in this Report. This discussion contains forward-looking statements that
reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth
under the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary" sections
and elsewhere in this Report, our actual results may differ materially from those anticipated in these forward-looking statements.

 Overview
and Recent Developments

 Internal
Investigation and Operational Cessation

 On
July 6, 2022, the Company announced that the Audit Committee (the "Audit Committee") of the board of directors of the Company
(the "Board") had retained outside counsel to conduct an independent investigation that revealed instances of non-compliance
with state and federal laws concerning the states in which lottery tickets were procured as well as order fulfillment. The investigation
also identified issues pertaining to the Company's internal accounting controls (the "Internal Investigation"). Following
a report on the filings of the Internal Investigation, on June 30, 2022, the Board terminated the employment of Ryan Dickinson as the
Company's President, Treasurer and Chief Financial Officer, effective July 1, 2022. Subsequently, the Company initiated a review
of its cash balances and related disclosures as well as its revenue recognition processes and other internal accounting controls.

 On
July 20, 2022, Armanino LLP ("Armanino"), the Company's registered independent public accountant for the fiscal years
ended December 31, 2021 and 2020, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the
"2021 Audit") and the unaudited financial statements for the quarter ended March 31, 2022 (the "March 2022 Financials"),
should no longer be relied upon. Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2022 Financials,
that the Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was
not properly recorded in the March 2022 Financials.

 On
July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations or pay certain
existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.

 The
following day, on July 29, 2022, the Company effectively ceased operations (the "Operational Cessation"), when it furloughed
the majority of its employees and generally suspended its lottery game sales. The Company's remaining employees were limited to
the heads of the product, information technology and human resources teams as well as the entire legal and compliance team. Within one
week, several additional employees were recalled from furlough. All non-furloughed employees were retained, at the discretion of the
Company's then Chief Operating Officer and Chief Legal Officer, to provide the minimal business functions needed to address the
Company's legal and compliance issues and to secure necessary funding to resume the Company's operations. Only a few of
these non-furloughed employees remain active in the efforts to restore Company operations and as of December 31, 2023, there remained
approximately $3.7 million in outstanding payroll obligations that remained unpaid.

 On
September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company, effective immediately and
subsequently, on October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, ("Yusufali")
as the Company's new independent registered public accounting firm.

 Since
the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain
of its core businesses (as described in more detail under "- Plans for Recommencement of Company Operations " below),
and completing and filing the following (i) the restatements of the Company's 2021 Audit and March 2022 Financials and preparing
and filing the Company's delinquent periodic reports, including Amendment No. 1 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 2021, which the Company filed on May 10, 2023: (ii) Amendment No. 1 to the Company's Quarterly
Report on Form 10-Q/A for the three months ended March 31, 2022, which the Company filed on May 15, 2023; (iii) the Company's Quarterly
Reports on Form 10-Q for the three months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023,
respectively;(iv) the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2023; (v) the Company's
Quarterly Report on Form 10-Q for the three months ended June 30, 2023; (vi) the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 2023; and (vii) this Report.

 Nasdaq
Listing

 On
March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal a determination
by the Listing Qualifications department (the "Staff") of Nasdaq dated February 23, 2023, to delist the Company's securities
from Nasdaq. At the hearing before the Panel on April 24, 2023, the Company presented its plan to complete the restatement of its financial
statements for the fiscal year ended December 31, 2021, and the subsequent quarter ended March 31, 2022, and to file the amended periodic
reports and all subsequent required filings with the SEC. The Company requested the continued listing of its securities on Nasdaq pending
the completion of its compliance plan.

 By
letter dated May 8, 2023, the Panel granted the Company's request for continued listing, on an interim basis, subject to the Company
submitting financial projections for fiscal 2023 and filing the restated financial statements for the fiscal year ended December 31,
2021, and quarter ended March 31, 2022, with the SEC by May 15, 2023. The Company satisfied these conditions and the Panel indicated
that it would review the filings, along with the updated projections, and thereafter determine whether to afford the Company additional
time to complete the compliance plan presented at the hearing.

 By
letter dated May 24, 2023, the Panel notified the Company that it had determined to suspend trading and otherwise move to delist the
Company's securities from Nasdaq effective with the open of the market on May 26, 2023. The Company's securities were suspended
from trading on that date but the securities were not delisted because the Company thereafter requested that the Panel reconsider its
determination to delist the Company's securities from Nasdaq based upon what the Company believed to be mistakes of material fact
upon which the Panel had based its decision.

 On
June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company's request
for continued listing subject to the Company's timely compliance with a number of conditions ultimately expiring on August 17,
2023, on which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the "June 8 th
Decision"). As a result of the foregoing, the suspension from trading ceased and the Company's securities were reinstated
for trading on Nasdaq effective with the open of the market on June 15, 2023. See " Risk Factors - Risks Related to Our Common
Stock and Warrants - We are not currently in full compliance with the continued listing standards of Nasdaq and may not be able to regain
full compliance with Nasdaq's continued listing standards in the future " for more information.

 Moreover,
there are other requirements to be met in order to maintain our continued listing on The Nasdaq Global Market. These requirements include
requiring that the Company maintain at least $10 million in stockholders' equity, $50 million of market value of listed securities
(which requirement is not currently met), or $50 million in total assets and total revenue over the prior two years or two of the prior
three years (which requirement is not currently met) and having a majority of independent directors.

 As
reported on form 8-K filed on December 7, 2023, on November 29, 2023, the Company received a letter from Nasdaq stating that based upon
its review of the Company's Market Value of Publicly Held Shares ("MVPHS") for the last 30 consecutive business days,
the Company no longer met the minimum requirement of $5,000,000 set forth in Nasdaq Listing Rule 5450(b)(1)(C). However, under the Listing
Rules, the Company was provided a 180-calendar day grace period to regain compliance, through May 28, 2024.

 If
at any time during the compliance period the Company's MVPHS closes at $5,000,000 or more for a minimum of ten consecutive business
days, Nasdaq will provide written confirmation of compliance and the matter will be closed. In the event the Company does not regain
compliance with the rule prior to the expiration of the compliance period, the Company will receive written notification that its securities
are subject to delisting.

 As
of the date of this Report, there can be no assurance that the Company will be able to meet the MVPHS requirements for a minimum period
of ten consecutive business days through May 28, 2024, or be able to remain in full compliance with all applicable Nasdaq listing requirements.

the requirement that we maintain a majority of independent directors and at least three members on our audit committee are Nasdaq requirements
that we currently meet but have not met from time to time.

 If
the Company's securities are delisted from Nasdaq, it could be more difficult to buy and sell the Company's common stock
and warrants or to obtain accurate quotations, and the price of the Company's common stock and warrants could suffer a material
decline. Delisting could also impair the Company's ability to raise capital and/or trigger defaults and penalties under its outstanding
agreements or securities. Further, even if we regain compliance with Nasdaq listing requirements, there is no guarantee that we will
be able to maintain our listing for any period of time.

 Delisting
from Nasdaq could also result in negative publicity. Further, if we are delisted, we would also incur additional costs under state blue
sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock
and/or warrants and the ability of our stockholders to sell our common stock and/or warrants in the secondary market. If our common stock
and/or warrants are delisted by Nasdaq, our common stock and/or warrants may be eligible to trade on an over-the-counter quotation system,
such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market
value of our common stock and/or warrants. In the event our common stock and/or warrants are delisted from The Nasdaq Global Market,
we may not be able to list our common stock and/or warrants on another national securities exchange or obtain quotation on an over-the
counter quotation system.

 AutoLotto
$30,000,000 Business Loan

 On
January 4, 2022, AutoLotto entered into a Business Loan Agreement (the "Business Loan") with The Provident Bank ("Provident"),
pursuant to which the Company borrowed $30,000,000 from Provident, which was evidenced by a $30,000,000 Promissory Note. The Promissory
Note accrued interest at the rate of 2.750% per annum (7.750% upon the occurrence of an event of default) and had a maturity date of
January 4, 2024. Monthly interest payments were due under the Promissory Note beginning February 4, 2022. The Promissory Note could be
repaid at any time without penalty. The Promissory Note included customary events of default for a debt obligation of the size of the
Promissory Note. The Business Loan included representations and warranties of AutoLotto and covenants (both positive and negative) which
were customary of a customary for a transaction of this nature and size, including rights to set off. Upon the occurrence of an event
of default, Provident could declare the entire amount owed immediately due and payable. We were required to pay a 1% commitment fee at
the time of our entry into the Business Loan, and another 1% annual loan fee would have been due on the first anniversary thereof.

 In
accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with Provident was
pledged as security for the amount outstanding under the loan ("Collateral Security"). The $30,000,000 Collateral Security
became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan
and Provident foreclosed on the $30,000,000 of Collateral Security. The Collateral Security, which was in the form of restricted cash,
was presented as a contingent liability on the Company's balance sheet from March 31, 2022 until the obligation was satisfied in
October of 2022. See Note 3 to our consolidated financial statements for additional information.

 Loan
Agreement with Woodford

 On
December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. ("Woodford"), (the "Woodford
Loan Agreement") pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions
and requirements, of which, per the Company's books and records $951,298 was received by December 31, 2023 and is owed pursuant
to the terms of the Woodford Loan Agreement. Amounts borrowed accrue interest at the rate of 12% per annum (or 22% per annum upon the
occurrence of an event of default) and are due within 12 months of the date of each loan advance. Amounts borrowed can be repaid at any
time without penalty.

 Amounts
borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford's option, into shares of the Company's common
stock, beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price per share of common stock
within 10 business days of the date of the Loan Agreement (which was equal to $5.60 per share), subject to a 4.99% beneficial ownership
limitation and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common stock of
the Company, without the Company obtaining shareholder approval for such issuance.

 Conditions
to the Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M. Cohen, Lawrence Anthony DiMatteo
and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors. Subsequent
loans under the Woodford Loan Agreement also require the Company to comply with all listing requirements, unless waived by Woodford.
The Woodford Loan Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent
member of the Board of Directors resigns.

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

 The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are
customary for a transaction of this size and nature. Included in the Loan Agreement are covenants prohibiting us from (a) making any
loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which consent may
not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations
under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;
(e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively affects
Woodford; and (h) repurchasing any shares.

 The
Company also agreed to grant warrants to purchase shares of common stock to Woodford (the "Woodford Warrants") in an amount
equal to 15% of the Company's then issued and outstanding shares of common stock. Each Woodford Warrant has an exercise price equal
to the average of the closing price of the Company's common stock for each of the ten days prior to the first amount being debited
from the bank account of Woodford, which equates to an exercise price of $5.60 per share. In the event the Company fails to repay the
amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset
by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount.

 In
connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,
with Woodford (the "Security Agreement"), which provides Woodford with a first floating charge security interest over all
present and future assets of the Company in order to secure the repayment of amounts owed under the Loan Agreement. The floating charge
may be converted into a fixed charge upon the occurrence of certain events including: an event of default; if Woodford reasonably believes
that any secured property may be in jeopardy or danger of being seized or sold; or if Woodford reasonably considers that it is desirable
to protect its security interest. The floating charge may be automatically converted into a fixed charge upon the occurrence of certain
other events. The Security Agreement prohibits the Company from providing any other security interest over our assets, even if secondary
to Woodford, while the amounts borrowed under the Loan Agreement remain unpaid.

 On
June 12, 2023, the Company entered into an amendment of its Woodford Loan Agreement (the "Woodford Loan Agreement Amendment").
The Woodford Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding
balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion
price of 20%. All other terms and conditions of securitization remain in full force and effect.

 Information regarding ongoing legal proceedings with Woodford can be found in the "Legal Proceedings" section of this form.

 Business
Combination

 On
October 29, 2021, we, as AutoLotto, Inc. ("AutoLotto"), consummated the Business Combination with Trident Acquisitions Corp.
("TDAC" and after the Business Combination described herein, the "Company"), pursuant to the terms of that certain
Business Combination Agreement, dated as of February 21, 2021 (the "Business Combination Agreement"), by and among TDAC,
Trident Merger Sub II Corp., a wholly-owned subsidiary of TDAC ("Merger Sub") and AutoLotto. Pursuant to the terms of the
Business Combination Agreement, Merger Sub merged with and into AutoLotto with AutoLotto surviving the merger as a wholly owned subsidiary
of TDAC, which was renamed "Lottery.com Inc." The aggregate value of the consideration paid by TDAC to the holders of AutoLotto
common stock in the Business Combination (excluding shares that may be issued to former AutoLotto stockholders (the "Sellers")
as earnout consideration) was approximately $440 million, consisting of approximately 40,000,000 shares of common stock valued at $11.00
per share. In addition, each Seller shall receive its pro rata portion of 3,000,000 Seller Earnout Shares and each Founder Holder shall
receive one-third of 2,000,000 Founder Holders Earnout Shares, subject to adjustments in the normal course of business.

 International
Expansion

 In
June 2021, we closed the acquisition of Global Gaming, which holds 80% of the equity of each of Aganar and JuegaLotto. Aganar operates
in the licensed Online Lottery market in Mexico 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. JuegaLotto is licensed
by Mexico authorities to commercialize international lottery games in Mexico through an authorized gaming portal and to commercialize
games of chance in other countries throughout Latin America. As of the date of this Report, according to Statista, the estimated size
of the Latin American lottery market is $.68 billion with a compound annual growth rate projected at 6.05% through 2028. Furthermore,
it is projected that there will be 3,000,000 online lottery players in the South American lottery market alone by 2028. Based on these
projections, we believe these acquisitions will provide opportunities for growth of our international operations throughout Mexico and
Latin America as we expand our portfolio of products, and expose our existing products to new markets.

 Operations
Prior to Operational Cessation

 Prior
to the Operational Cessation, the Company was a provider of domestic and international lottery products and services. As an independent
third-party lottery game service, we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned
lottery games in the U.S. and abroad (the "Platform"). Our revenue generating activities included (i) offering the Platform
via our Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games
was legal and our services were enabled for the remote purchase of legally sanctioned lottery games (our "B2C Platform");
(ii) offering an internally developed, created and operated business-to-business application programming interface ("API")
of the Platform, which enabled our commercial partners, in permitted U.S. and international jurisdictions, to purchase certain legally
operated lottery games from us and to resell them to users located within their respective jurisdictions ("B2B API"); and
(iii) delivering global lottery data, such as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized
transaction data pursuant to multi-year contracts to commercial digital subscribers ("Data Service").

 Mobile
Lottery Game Platform Services

 Both
our B2C Platform and our B2B API provided users with the ability to purchase legally sanctioned draw lottery games via a mobile device
or computer, securely maintain their acquired lottery game, automatically redeem a winning lottery game, as applicable, and receive support,
if required, for the claims and redemption process. Our registration and user interfaces were designed to be easy to use, provide for
the creation of an account and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement
to pre-load minimum funds and - importantly - to provide instant confirmation of the user's lottery game numbers, whether selected
at random or picked by the user. Users of our B2C Platform services paid a service fee and, in certain non-U.S. jurisdictions, a mark-up
on the purchase price. Prior to the Operational Cessation, we generated revenue from this service fee and mark-up. Our B2B API Platform
resumed limited operations for the month of April 2023. As of the date of this Report, our B2C Platform is not currently available to
the public. We anticipate that our B2C Platform will become available again by mid-year 2024.

 The
WinTogether Platform

 Prior
to the Operational Cessation, we operated and administered of all sweepstakes offered by WinTogether, a registered 501(c)(3) charitable
organization ("WinTogether"), which was formed in April 2020 to support charitable, educational, and scientific causes. In
consideration of our operation of the WinTogether platform and administration of the sweepstakes, we received a percentage of the gross
donations to a campaign, from which we paid certain dividends and all administration costs.

 The
WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes
awarded. On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company. The suspension
of the relationship was rescinded by the WinTogether board on November 16, 2023

 Current
Operations

 Despite
the Operational Cessation, the Company's subsidiaries have continued to operate under the direction of the leadership teams that
were in place prior to the Company's acquisition of such companies. While the operational activities of these subsidiaries vary,
from the Operational Cessation through the date of this Report, each of TinBu, Aganar and JuegaLotto has decreased its expenses and has
had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

 Data
Services

 In
2018, we acquired TinBu, LLC ("TinBu"), a digital publisher and provider of lottery data results, jackpots, results, and
other data, as a wholly-owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and international
lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers and media
organizations. See " Item 1A. Risk Factors – We are party to pending litigation and investigations in various jurisdictions
and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse
outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations " for
more information about our relationship with Tinbu.

 Our
technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.
Our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the
lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds. Commercial acquirers of our Data
Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

 We
additionally enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year
agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within
a bundle of provided services.

 Aganar
and JuegaLotto

 On
June 30, 2021, we acquired 100% 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. de C.V. ("JuegaLotto"). JuegaLotto is federally licensed by the Mexican regulatory authorities with jurisdiction over
the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance
in other countries throughout Latin America. Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and
has certain rights 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. See " Item 1A. Risk Factors – We need additional capital to, among other things, support
and restart our operations, re-hire employees and pay our expenses. Such capital may not be available on commercially acceptable terms,
if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations
and we may need to permanently cease our operations" for additional information.

 Sports.com

 In
December 2021, we finalized the acquisition of the domain name  and on November 15, 2022, we formed a wholly-owned
subsidiary called Sports.com, Inc., a Texas corporation ("Sports.com"). Subsequently, Sports.com announced a partnership
with the Saudi Motorsports Company, which enabled the Company to roll out the Sports.com brand at the FIFA World Cup decider at the end
of November 2022. In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (" DSG "), which provides
Sports.com the exclusive North American distribution rights for sports data products offered and maintained by DSG (the "DSG Data").
The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu. On July 23, 2023,
DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting its contractual obligations.

 Plans
for Recommencement of Company Operations

 As
noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations
on restarting certain of its core businesses. The Company has developed a three phase plan to recommence its operations, which plan is
outlined below.

 Phase
1 - Relaunch B2B API Platform. During the Operational Cessation, the Company maintained positive relationships with its ticket-printing
and courier partners, as well as several distribution partners that have been found to be in compliance with local, state, and federal
rules related to ticket procurement and distribution. These partners have implemented the Lottery.com API and have advised the Company
that they expect to be ready to offer lottery games to their customers through their sales channels when the Company resumes operations.
As such, the Company believes that it has sufficient demand to resume operation of its B2B API platform operations, assuming it is able
to maintain the core employee team to manage the lottery ticket fulfillment process and access sufficient capital to relaunch Project
Nexus, which was designed to, among other things, handle high levels of user traffic and transaction volume, while maintaining expediency,
security, and reliability in the administrative and back-office functionality required by the B2B API. Our B2B API Platform resumed limited
operations in April 2023.

 Phase
2 - Resume B2C Platform Operations. The Company believes that it will be in a position to relaunch its B2C Platform by mid-year 2024.
As of the date of this Report, the Company expects that it will initially relaunch its B2C Platform to customers in Texas for a period
of time before rolling it out to other jurisdictions. The Company may elect to accelerate the relaunch of its Platform to customers in
another state. The Company plans to limit the rollout in order to give it additional time to properly vet and confirm compliance with
local, state and federal rules related to ticket procurement and distribution. For more information, see " Item 1A. Risk Factors
- Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in
ways that impair our revenues, cause us to incur additional legal and compliance costs and other operating expenses, or are otherwise
not favorable to our existing operations or planned growth, all of which may have a material adverse effect on us or our results of operations,
cash flow, or financial condition." The Company has also maintained various pre-paid media credits that it expects to use to
launch and maintain promotional campaigns geared towards encouraging prior customers to return to the Platform and to acquire new customers.

 Phase
3 - Restore Other Business Lines and Projects. Assuming the success of Phase 1 and Phase 2, the Company expects to restore other
products it used to offer, such as supplying lottery tickets to consumers in approved domestic jurisdictions, partnering with licensed
providers in international jurisdictions to supply legitimate domestic lottery games, and reviving other products and services that were
under development when the Operational Cessation occurred.

 As
of the date of this Report, the current estimated cash balance of the Company and subsidiaries is approximately $36,799. The Company
believes that this cash on hand, along with future borrowings, will be sufficient for the Company to pay its service providers in connection
with the filings of its required periodic reports, including this Report and the Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 2024.

 As
of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC ("Nasdaq") under the
ticker symbols "LTRY" and "LTRYW," respectively. As of the date of this Report, we are in compliance with Nasdaq's
continued listing requirements (the "Listing Rules"), except for meeting their requirement for the total market value of
our publicly-held shares, as discussed in greater detail below under " Risk Factors - Risks Related to Our Common Stock and Warrants
- We are not currently in full compliance with the continued listing standards of Nasdaq and may not be able to regain full compliance
with Nasdaq's continued listing standards in the future," and have been granted a limited exception from Nasdaq to continue
the listing of our securities. Additionally, under its new management, the Company continues to work to improve its disclosure and reporting
controls. Also, the Company plans to overhaul its systems of internal control over financial reporting and invest in additional legal,
accounting, and financial resources.

 Even
if the Company's three phase plan to recommence its operations is successful, there can be no assurance that the Company will be
able to fully regain compliance with the applicable Listing Rules, or that the Nasdaq Panel will continue to stay the delisting of the
Company's securities on Nasdaq. If the Company's securities are delisted from Nasdaq, it could be more difficult to buy or
sell the Company's common stock and warrants or to obtain accurate quotations, and the price of the Company's common stock
and warrants could suffer a material decline. Delisting could also impair the Company's ability to raise additional capital needed
to fund its operations and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

 There
can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional
funds will be available on favorable terms, if at all. We may not be able to restart our operations and/or generate sufficient funding
to support such operations in the future. The Company's ability to continue its current operations, prepare and refile deficient
and restated reports, and restart its prior operations, is dependent upon obtaining new financing. Future financing options available
to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or
other strategic transactions. Equity financings may include sales of common stock. Such financing may not be available on terms favorable
to the Company or at all. The terms of any financing may adversely affect the holdings or rights of the Company's stockholders
and may cause significant dilution to existing stockholders. There can be no assurance that the Company will be successful in obtaining
sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial
condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters, when
considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern for a reasonable
period of time, which is defined as within one year after the date that the financial statements are issued. The accompanying financial
statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification
of liabilities that might result from the outcome of this uncertainty.

 Components
of Our Results of Operations (Prior to the Operational Cessation)

 Our

from B2C Platform. Our revenue is the retail value of the acquired lottery game and the service fee charged to the user, which we
impose on each lottery game purchased from our B2C Platform. The amount of the service fee is based upon several factors, including the
retail value of the lottery game purchased by a user, the number of lottery games purchased by a user, and whether such user is located
within the U.S. or internationally. Currently, in the U.S, the minimum service fee is $0.50 for the purchase of a $1 lottery game and
$1 for the purchase of a $2 lottery game; the service fee for additional lottery games purchased in the same transaction is 6% of the
face value of all lottery games purchased. For example, the service fee for the purchase of five $2 tickets is $1.60, being the $1 base
service fee, plus 6% of the aggregate value of the face value of all lottery games purchased. The Company did not operate its B2C platform in 2023.

 Internationally,
B2C sales in jurisdictions where we do not have direct or indirect authority generate an immaterial amount of revenue, and we are assessing
our operations in these jurisdictions. As discussed above, our B2C Platform is not currently operational. We anticipate that our B2C
Platform will become operational by mid-year 2024.

from B2B API. Together with our third-party commercial partner, we agree on the amount of the technology usage fee to be imposed
on the sale of each lottery game purchased through the B2B API, if any, together with a service fee to be charged to the user; we receive
up to 50% of the net revenues from such technology usage fee and service fee pursuant to our commercial agreement with each commercial
partner. As discussed above, following the Operational Cessation, our B2B API Platform resumed limited operations in April 2023.

 Data
Services. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain
large data sets, an additional per record fee. The Company additionally enters into multi-year contracts pursuant to which it sells proprietary,
anonymized transaction data pursuant to multi-year agreements and in accordance with our Terms of Service in consideration of a fee.
Our Data Services operations were not impacted by the Operational Cessation.

 Our
Operating Costs and Expenses

Costs. Personnel costs include salaries, payroll taxes, health insurance, worker's compensation and other benefits for management
and office personnel.

Fees. Professional fees include fees paid for legal and financial advisors, accountants and other professionals related to the Business
Combination and other transactions.

and Administrative. General and administrative expenses include marketing and advertising, expenses, office and facilities lease
payments, travel expenses, bank fees, software dues and subscriptions, expensed research and development ("R&D") costs
and other fees and expenses.

and Amortization. Depreciation and amortization expenses include depreciation and amortization expenses on real property and other
assets.

 Key
Trends and Factors Affecting Our Results

 The
following describes the trends associated with our business prior to the Operational Cessation that have impacted, and which we expect
will continue to impact, our business and results of operations in a material way:

 International
operations. We face challenges related to expanding our footprint globally and the related process of obtaining the licenses and
regulatory approvals necessary to provide services and products within new and emerging markets. The international jurisdictions where
we operate and seek to expand have been subject to increasing foreign currency fluctuations against the U.S. dollar, inflationary pressures
and political and economic instability. We expect these trends to continue during fiscal 2024 and believe they are likely to affect consumer
spending, which could have a material impact on our revenues. As a result, it may take longer to achieve projected revenue gains or
generate cash in any such regions affected or any new foreign jurisdiction into which we expand.

 Introduction
of a new gaming platform. We have developed a proprietary, blockchain-enabled gaming platform, which we have named Project Nexus.
Project Nexus is designed to handle high levels of user traffic and transaction volume, while maintaining expediency, security, and reliability
in (i) the processing of lottery game sales, (ii) fulfillment of retail requirements of the B2C Platform, (iii) the administrative and
back-office functionality required by our B2B API, and (iv) the requirements of our claims and redemption process. We expect to utilize
this platform to launch new products, including any proprietary products we may introduce. The introduction of a new technology like
Project Nexus is subject to risks including, among other things, implementation delays, issues successfully integrating the technology
into our solutions, or the possibility that the technology does not produce the expected benefits.

 Our
growth plans and the competitive landscape. Our direct competitors operate in the global entertainment and gaming industries and,
like us, seek to expand their product and service offerings with integrated products and solutions. Our short-to-medium term focus is
on increasing our penetration in our existing U.S. jurisdictions by increasing direct to consumer marketing campaigns, introducing our
B2C Platform into new U.S. and select foreign jurisdictions and acquiring synergistic regulated and sports betting enterprises domestically
and abroad.

 Competition
in the sale of online lottery games has significantly increased in recent years, is currently characterized by intense price-based competition,
and is subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services. To
maintain our competitive edge alongside other established industry players (many of which have more resources, or capital), we expect
to incur greater operating short-term expenses, such as increased marketing expenses, increased compliance expenses, increased personnel
and advisory expenses associated with being a public company, additional operational expenses and salaries for personnel to support expected
growth, additional expenses associated with our ability to execute on our strategic initiatives including our aim to undertake merger
and acquisition activities, as well as additional capital expenditures associated with the ongoing development and implementation of
Project Nexus.

 Current
Plan of Operations

 As
of the date of this Report, the Company's primary revenue drivers are the resumption of its B2B API platform and the launch of
Sports.com. It is anticipated that operational costs for the next 12 months through April 30, 2024 will be greater than revenues. It
is anticipated that the liquidity gap will be satisfied by equity investment or debt incurred, of which there is no assurance. We anticipate
that our B2C Platform will become operational by mid-year 2024.

 Beyond
the next 12 months, the Company plans to continue to expand in domestic and international operations. The Moreover, the Company plans
to enhance its mobile application to include pool plays, tickets subscriptions, loyalty programs and various gamification modules.

 Results
of Operations

 Our
consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include
adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should
we be unable to continue in operation. We will require additional capital to meet our long-term operating requirements. We expect to
raise additional capital through, among other things, the sale of equity or debt securities.

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 The
following table summarizes our results of operations for the years ended December 31, 2023 and December 31, 2022, respectively.

 For
 the Year Ended December 31,

 2023

 2022

 $

 %

 $
 6,482,638

 $
 6,779,057

 (296,419
)

 -4
 %

 Cost of revenue

 5,545,531

 4,310,750

 1,234,781

 %

 Gross profit

 937,107

 2,468,307

 (1,531,200
)

 -62
 %

 expenses:

 costs

 4,935,072

 30,114,485

 (25,179,413
)

 -84
 %

 fees

 6,773,012

 6,613,546

 159,466

 %

 and administrative

 9,216,243

 8,931,681

 284,562

 %

 4,195,504

 (1,405,870

 -25
 %

 Total
 operating expenses

 25,119,831

 58,261,086

 (33,141,255
)

 -57
 %

 Loss from
 operations

 (24,182,724
)

 $
 (55,792,779
)

 (31,610,055
)

 -57
 %

 Other expenses

 expense

 383,569

 764,839

 (381,270
)

 -50
 %

 Other
 expense

 136,429

 3,721,291

 (3,584,862
)

 -96
 %

 Total
 other expenses, net

 519,998

 4,486,130

 (3,966,132
)

 -88
 %

 Net loss
 before income tax

 $
 (24,702,722
)

 $
 (60,278,909
)

 (35,576,187
)

 -59
 %

 Income tax
 expense (benefit)

 -

 104,356

 (104,356
)

 %

 Net loss

 (24,702,722
)

 (60,383,265
)

 (35,680,543
)

 -59
 %

 Revenues

 Revenue.
 Revenue for the year ended December 31, 2023 was $6.5 million, a decrease of $296 thousand, or (4%), compared to revenue of $6.8
million for the year ended December 31, 2022. The decrease in revenue was because there were fewer months of revenue generating activity
in 2023 than in 2022.

 Cost
of Revenue. Cost of revenue includes product costs, commission expense to affiliates and commercial partners, and merchant processing
fees. Cost of revenue for the year ended December 31, 2023 was $5.5 million, an increase of $1.2 million, or 29%, compared to cost of
revenue of $4.3 million for the year ended December 31, 2022. In 2022 there was revenue from services provided to partners that had lower
costs and higher margins.

 Gross
Profit. Gross profit for the year ended December 31, 2023 was $937 thousand, compared to $2.5 million for the year ended December 31,
2022, a decrease of $1.5 million, or (62%). This decrease was the result of lower overall revenue and because higher margin revenue for
services provided to partners in 2022 was not recurring.

Costs and Expenses

 For
 the Year Ended December 31,

 2023

 2022

 $

 %

 expenses:

 costs

 4,935,072

 37,114,485

 (32,179,413
)

 -87
 %

 fees

 6,773,012

 6,613,546

 159,466

 %

 and administrative

 9,216,243

 8,931,681

 284,562

 %

 4,195,504

 (1,405,870
)

 -25
 %

 Total
 operating expenses

 25,119,831

 58,261,086

 (33,141,255
)

 -57
 %

 For
 the Year Ended December 31,

 2023

 2022

 $

 %

 expenses:

 costs

 4,935,072

 37,114,485

 (32,179,413
)

 -87
 %

 fees

 6,773,012

 6,613,546

 159,466

 %

 and administrative

 9,216,243

 8,931,681

 284,562

 %

 4,195,504

 (1,405,870
)

 -25
 %

 Total
 operating expenses

 25,119,831

 58,261,086

 (33,141,255
)

 -57
 %

expenses for the year ended December 31, 2023 were $25.1 million, a decrease of $33.1 million, or 57%, compared to $58.2 million for
the year ended December 31, 2022. The decrease was primarily driven by decreased stock compensation expense, decreased headcount, and
decreased marketing spend and decreased depreciation and amortization expenses during the 2023 fiscal year.

Costs. Personnel costs increased by $32.2 million, or 87%, from $37.1 million for the year ended December 31, 2022, to $4.9 million
for the year ended December 31, 2023. The increase was due primarily to decreases in stock compensation expense of $25.7 million.

Fees. Professional fees decreased by $159 thousand, or 2% from $6.61 million for the year ended December 31, 2022 to $6.77 million
for the year ended December 31, 2023. The decrease was driven by legal fees for outside attorneys and accountants.

and Administrative. General and administrative expenses increased $284 thousand, or 3%, from $8.9 million for the year ended December
31, 2022 to $9.3 million for the year ended December 31, 2023.

and Amortization. Depreciation and amortization decreased $1.4 million, or (25)%, from $5.6 million for the year ended December 31,
2022 to $4.2 million for the year ended December 31, 2023.

 Other
Expense, Net

 For the Year Ended December 31,

 2023

 2022

 $ Change

 % Change

 Other expenses

 Interest expense

 383,569

 764,839

 (381,270
)

 -50
 %

 Other expense

 136,429

 3,721,291

 (3,584,862
)

 -96
 %

 Total other expenses, net

 519,998

 4,486,130

 (3,966,132
)

 -88
 %

Expense. Interest expense decreased by $381 thousand, or (50%), for the year ended December 31, 2023, from $764 thousand to $383
thousand as compared to the year ended December 31, 2022. This decrease relates to interest on the Bank Prov line of credit in 2022 which
did not occur in 2023.

 Other
Expense. Other expense increased by $3.6 million, or (96)%, for the year ended December 31, 2023 as compared to the year ended December
31, 2022 from $3.7 million to $136 thousand. This decrease was driven primarily by a discount on asset with periodic payments of $3.5
million which was recorded in 2022.

 Liquidity
and Capital Resources

 Prior
to the Operational Cessation, our primary need for liquidity was to fund working capital requirements of our business, growth,
capital expenditures and for general corporate purposes. Our primary source of liquidity had historically been funds generated by
financing activities. Upon the Closing of the business combination on October 29, 2021, we received net proceeds of approximately
$42.8 million in cash.

 Following
the Operational Cessation, our primary need for liquidity has been to fund the restart of our business operations, re-hire employees
and pay our expenses. The most likely source of such future funding presently available to us is through additional borrowings under
loan agreements or through the issuance of equity or debt securities. If lenders do not advance us amounts as agreed under loan agreements
or we are otherwise not able to secure the necessary capital to restart our operations, hire new employees, and obtain funding sufficient
to support and restart our operations, we may be forced to permanently cease our operations, sell off our assets and operations, and/or
seek bankruptcy protection, which could cause the value of our securities to become worthless.

 These
conditions, along with our current lack of material revenue producing activities, and significant debt, raise substantial doubt about
our ability to continue as a going concern for the next 12 months. For more information, see Note 2 - Significant Accounting Policies,
Going Concern to the consolidated financial statements included herein, as well as the risk factors included in Item 1A of this Report
entitled " In July 2022, we furloughed the majority of our employees and suspended our lottery game sales operations after determining
that we did not have sufficient financial sources to fund our operations or pay certain existing obligations, including our payroll and
related obligations. As a result, we may not be able to continue as a going concern " and " We need additional capital
to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such capital may not be available
on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our
plans to recommence our operations and we may need to permanently cease our operations. "

 Convertible
Debt Obligations

 Prior
to the Closing, we funded our operations through the issuance of convertible promissory notes.

 From
August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate
amount of $821,500. The notes bore interest at 10% per year, were unsecured, and were due and payable on June 30, 2019. The Company and
the noteholders executed amendments in February 2021 to extend the maturity date to December 21, 2021.

 From
November 2019 through October 28, 2021, we issued approximately $48.2 million in aggregate principal amount of Series B convertible promissory
notes. The notes bore interest at 8% per year, were unsecured, and were due and payable on dates ranging from December 2020 to December
2022. For those promissory notes that would have matured on or before December 31, 2020, the parties extended the maturity date to December
21, 2021 through amendments executed in February 2021. The amendments also allowed for automatic conversion to equity as a result of
the Business Combination. Nearly all of the aforementioned promissory notes automatically converted into shares of Common Stock or were
terminated pursuant to their terms, as applicable, in connection with the Closing. Those that remain outstanding do not have conversion
terms that were triggered by the Closing.

 Immediately
prior to the Closing, approximately $60.0 million of convertible debt was converted into equity of AutoLotto.

 As
of December 31, 2023, we had $1,256,595 of convertible debt outstanding. This debt is in default.

 See
"- Recent Developments- Loan Agreement with Woodford " and "Loan Agreement with United Capital Investments
London Limited" above for additional information.

 Cash
Flows

 Net
cash used by operating activities was $2.03 million for the year ended December 31, 2023, compared to net cash used by operating activities
of $31.3 million for the year ended December 31, 2022. Factors affecting changes in operating cash flows were interest and stock-based
compensation expense along with decreased expenses for personnel costs, and sales and marketing activities in 2023 as compared to 2022.
Net cash used in investing activities during the year ended December 31, 2023 was $0, compared to $1.3 million for the prior year. The
decrease was because there were no expenditures for development of intangible assets during 2023. Net cash provided by financing activities
was $2.3 million for the year ended December 31, 2023, compared to $16 thousand for the year ended December 30, 2022. The increase was
due to funding received under convertible debt arrangements in 2023.

in or Adoption of Accounting Practices

 The
following U.S. GAAP standards have been recently issued by the Financial Accounting Standards Board (the "FASB"). We are
in the process of assessing the impact of these new standards on future consolidated financial statements. Pronouncements that are not
applicable or where it has been determined do not have a significant impact on the Company have been excluded herein.

 ASC
606, Revenue from Contracts with Customers

 Between
May 2014 and December 2016, the FASB issued several Accounting Standards Updates ("ASUs")'s on ASC 606, which updates
superseded nearly all previous revenue recognition guidance under U.S. GAAP. The core principle is to recognize revenues when promised
goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled
for those goods or services. A five-step process has been defined to achieve this core principle, and, in doing so, more judgment and
estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standards are effective
for annual periods beginning after December 15, 2017 using either of the following transition methods: (i) a full retrospective approach
reflecting the application of the standards in each prior reporting period with the option to elect certain practical expedients; or
(ii) a retrospective approach with the cumulative effect of initially adopting the standards recognized at the date of adoption (which
includes additional footnote disclosures). The Company adopted these standards effective on January 1, 2018, and management concluded
the adoption of this standard did not result in any financial statement impacts or changes to revenue recognition policies or processes
as revenue is primarily derived from arrangements in which the transfer of control coincides with the fulfillment of performance obligations.

 Critical
Accounting Policies

 Our
financial statements are prepared in conformity with U.S. GAAP. Certain of our accounting policies require that management apply significant
judgments and estimates in defining the appropriate assumptions integral to financial estimates. Judgments are based on historical experience
and other factors that we believe to be reasonable under the circumstances, such as terms of contracts, industry trends and information
available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty,
and therefore actual results could differ from our estimates. We have applied significant estimates and assumptions related to the following:

and Cost Recognition

 In
May of 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09,
Revenue from Contracts with Customers (Topic 606) ("ASC 606"), amending revenue recognition guidance and requiring a more
structured approach to measuring and recognizing revenue as well as provide more detailed disclosures to enable users of financial statements
to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amended
guidance is effective for accounting periods commencing on or after January 1, 2018.

 We
have applied ASC 606 to all revenue contracts. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products provided to
our users, customers and subscribers, reflecting the amount of consideration we expect to receive for those products. We enter into contracts
that can include various products, which are generally capable of being distinct and accounted for as separate performance obligations.
Revenue is recognized net of any taxes collected from users, commercial partners and subscribers, which are subsequently remitted to
governmental authorities. The revenue recognition policy is consistent for sales generated directly with users and sales generated indirectly
through affiliates, other solution partners, and our commercial partners.

 Revenues
are recognized upon the application of the following steps:

 1.

 Identification
 of a contract or contracts with a user, customer or subscriber;

 2.

 Identification
 of performance obligation(s) in the contract;

 3.

 Determination
 of the transaction price;

 4.

 Allocation
 of the transaction price to the performance obligations in the contract; and

 5.

 Recognition
 of revenue when, or as, the performance obligation is satisfied.

 Contracts
with users and customers for lottery game sales are at the point of sale and may include transfer of multiple products to a user or a
customer and generally do not require future obligations. In these situations, the Company generally considers each transferred product
as a separate performance obligation. The Company also has contracts with subscribers for the continued delivery of lottery and anonymized
transaction data over a defined period of time. In accounting for these contracts, the Company generally considers each set of data as
a separate performance obligation and recognizes revenue on their delivery ratably over the service period of the agreement. The Company's
products are sold without a right of return or refund; the Company's terms of service and contracts generally include specific
language that disclaims any warranties.

 In
addition, the Company's performance obligation in agreements with certain third parties is to transfer previously acquired Affiliate
Marketing Credits. The payment for these credits by the third parties is priced on a per-contract basis. The performance obligation in
these agreements is to provide title rights of the previously acquired credits to the third party. This transfer is point-in-time when
the revenue is recognized, and there are no variable considerations related to this performance obligation.

Taxes

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

 For
federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the
consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies
to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay
any resulting income taxes. Therefore, in relation to the income and losses incurred by the limited liability companies, they have been
consolidated in the Company's tax return and provision based upon its relative ownership.

taxes are accounted for in accordance with ASC 740, " Income Taxes " ("ASC 740"), using the asset and liability
method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred
tax assets for which it is more likely than not that the related benefit will not be realized.

 The
Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines
whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and
(ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax
benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company's
policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.
To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

 Generally,
the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal
tax purposes, the Company's 2018 through 2020 tax years generally remain open for examination by the tax authorities under the
normal three-year statute of limitations. For state tax purposes, the Company's 2018 through 2020 tax years remain open for examination
by the tax authorities under the normal four-year statute of limitations.

 Business
combination

 In
a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date
of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination
of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. If any intangible
assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent external
valuation expert may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total
expected future net cash flows. These valuations are linked closely to the assumptions made by our management regarding the future performance
of the assets concerned and any changes in the discount rate applied.

 Fair
value of financial assets and financial liabilities

 Fair
value of financial assets and financial liabilities recorded in the consolidated statements of financial position, which cannot be derived
from active markets, is determined using a variety of techniques including the use of valuation models. The inputs to these models are
derived from observable market data where possible, but where observable market data is not available, judgment is required to establish
fair values. Judgment includes, but is not limited to, consideration of model inputs such as volatility, estimated life and discount
rates.

 Fair
value of stock options and warrants

 We
use the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management
to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the
volatility of our share price. In making these assumptions and estimates, management relies on historical market data.

 Estimated
useful lives, depreciation of property, plant and equipment, and amortization of intangible assets

of property, plant and equipment and amortization of intangible assets is dependent upon estimates of useful lives based on management's
judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such
as economic and market conditions and the useful lives of assets.

and intangible assets

and indefinite life intangible asset impairment testing require us to make estimates in the impairment testing model. On an annual basis,
we test whether goodwill and indefinite life intangible assets are impaired. Impairment is influenced by judgment in defining a cash-generating
unit ("CGU") and determining the indicators of impairment, and estimates used to measure impairment losses. The recoverable
amount is the greater of value in use and fair value less costs to sell. The recoverable value of goodwill, indefinite and definite long-lived
assets is determined using discounted future cash flow models, which incorporate assumptions regarding projected future cash flows and
capital investment, growth rates and discount rates.

 Deferred
Tax Asset and Valuation Allowance

 Accounting
for deferred tax assets, including those arising from tax loss carry-forwards, requires management to assess the likelihood that we will
generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation
of future taxable profits depend on management's estimates of future cash flows. In addition, future changes in tax laws could
limit our ability to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly
from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

 Emerging
Growth Company Accounting Election

 Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth
companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an "emerging growth
company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits
of this extended transition period. We expect to remain an emerging growth company through the end of the 2024 fiscal year and we expect
to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare
the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging
growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because
of the potential differences in accounting standards used.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a "smaller reporting company" as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this
information.

 Item 8. Financial Statements and Supplementary Data.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report
 of Yusufali & Associates, LLC, Independent Registered Public Accounting Firm (PCAOB ID:3313)

 Consolidated Balance Sheets as of December 31, 2023 and 2022 (as restated)

 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2023 and 2022 (as restated)

 Consolidated Statements of Equity for the Years ended December 31, 2022 and 2021 (as restated)

 Consolidated Statements of Cash Flows for the Years ended December 31, 2023and 2022 (as restated)

 Notes to Consolidated Financial Statements (as restated)

 F- 1

 Yusufali & Associates, LLC

 Certified Public Accountants & IT Consultants

 AICPA, HITRUST, PCAOB, PCIDSS, & ISC2 Registered

 55 Addison Drive, Short Hills, NJ 07078

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders of

 Lottery.com
Inc.

 Spicewood,
Texas

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying restated consolidated balance sheets of Lottery.com Inc. (the "Company") as of December 31,
2023, and 2022, and the related consolidated statements of operations and comprehensive loss, equity, and cash flows for each of the
years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, except for the effects of the Company having not filed its 2023 and 2022 United States federal and state corporate income
tax returns as described in note 11 of the financial statements, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has stockholder's deficit, net losses, and negative working capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 The
Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on
the Company's consolidated financial statements based on our audits. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, 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.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters: The management listed the critical audit matters in the notes on accounts as they relate to the current period audit
of the financial statements, specifically to (1) Note 3 revenue recognition as the core basis for the restatement of the Financial Statements
(2) relate to accounts or disclosures that are material to the financial statements and (3) involved our especially challenging, subjective,
or complex judgments. These critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole,
and we are not, by referring the critical audit matters, providing separate opinions on the critical audit matters or on the accounts
or disclosures to which they relate.

 Yusufali
 Musaji

 Managing Partner

 Yusufali
 & Associates, LLC

 PCAOB
 registration # 3313

 We
 have served as the company's auditor since 2022

 April
 2, 2024

 F- 2

INC.

 CONSOLIDATED
BALANCE SHEETS

 December
 31,

 December
 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 359,826

 $
 102,766

 Restricted
 cash

 -

 -

 Accounts
 receivable

 24,241

 208,647

 Prepaid
 expenses

 19,020,159

 19,409,323

 Other
 current assets

 825,948

 718,550

 Total
 current assets

 20,230,174

 20,439,286

 Notes receivable

 2,000,000

 2,000,000

 Investments

 250,000

 250,000

 12,880,558

 19,590,758

 Intangible
 assets, net

 17,681,874

 23,982,445

 and equipment, net

 21,309

 108,078

 Other
 long term assets

 12,884,686

 13,009,686

 Total
 assets

 $
 65,948,601

 $
 79,380,253

 LIABILITIES
 AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Trade
 payables

 $
 8,009,534

 $
 7,607,633

 Deferred
 revenue

 357,143

 464,286

 Notes
 payable - current

 6,075,594

 3,755,676

 Accrued
 interest

 867,236

 484,172

 Accrued
 and other expenses

 11,519,474

 4,626,973

 Other
 liabilities

 1,070,233

 625,028

 Total
 current liabilities

 27,899,214

 17,563,768

 Long-term
 liabilities:

 Convertible
 debt, net - non current

 -

 -

 Other
 long term liabilities

 -

 -

 Total
 long-term liabilities

 -

 -

 Commitments
 and contingencies (Note 13)

 -

 -

 Total
 liabilities

 27,899,214

 17,563,768

 Controlling

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

 -

 -

 Common stock,
 par value $0.001, 500,000,000 shares authorized, 2,877 and 2,527

 issued and outstanding as of
 December 31, 2023 and December 31, 2022, respectively

 2,877

 2,527

 Common stock, par value $0.001, 500,000,000 shares authorized, 2,877 and 2,527 issued and outstanding as of
 December 31, 2023 and December 31, 2022, respectively

 2,877

 2,527

 Additional
 paid-in capital

 269,690,569

 267,597,370

 other comprehensive loss

 (144,729
)

 3,622

 deficit

 (233,759,640
)

 (208,187,210
)

 Total Lottery.com
 Inc. stockholders' equity

 35,789,077

 59,416,309

 Noncontrolling
 interest

 2,260,310

 2,400,176

 Total

 38,049,387

 61,816,485

 Total
 liabilities and stockholders' equity

 $
 65,948,601

 $
 79,380,253

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

 F- 3

INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 Years
 Ended December 31,

 2023

 2022

 $
 6,482,638

 $
 6,779,057

 Cost
 of revenue

 5,545,531

 4,310,750

 Gross profit

 937,107

 2,468,307

 expenses:

 costs

 4,935,072

 37,114,485

 fees

 6,773,012

 6,613,546

 and administrative

 9,216,243

 8,931,681

 4,195,504

 Total
 operating expenses

 25,119,831

 58,261,086

 Loss from
 operations

 (24,182,724
)

 (55,792,779
)

 Other expenses

 expense

 383,569

 764,839

 Reserve
 loss of prepaid advertising credits

 -

 -

 Other
 expense

 136,429

 3,721,291

 Total
 other expenses, net

 519,998

 4,486,130

 Net loss
 before income tax

 (24,702,722
)

 (60,278,909
)

 tax expense (benefit)

 -

 104,356

 Net
 loss

 (24,702,722
)

 (60,383,265
)

 Other comprehensive
 loss

 Foreign
 currency translation adjustment, net

)

 4,277

 Comprehensive
 loss

 (24,736,978
)

 (60,378,988
)

 Net
 income attributable to noncontrolling interest

 72,227

 379,916

 Net
 loss attributable to Lottery.com Inc.

 $
 (24,664,751
)

 $
)

 Net loss per common share

 Basic
 and diluted

 $
 (9.12
)

 $
 (23.79
)

 Weighted average common shares
 outstanding

 Basic
 and diluted

 2,704,032

 2,522,175

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

 F- 4

INC.

 CONSOLIDATED
STATEMENTS OF EQUITY

 FOR
THE YEAR ENDING DECEMBER 31, 2023 and 2022

 Common
 Stock

 Additional
 Paid-In

 Other Comprehensive

 Total
 AutoLotto Inc. Stockholders'

 Noncontrolling

 Total
 Stockholder's

 Amount

 Capital

 Deficit

 as of December 31, 2021

 2,512,816

 2,512

 239,406,388

 (148,188,138
)

 (655
)

 91,220,107

 2,780,092

 94,000,199

 Issuance
 of common stock upon stock option exercise

 3,006

 (60
)

 -

 -

 -

 -

 Issuance
 of common stock for legal settlement

 3,000

 241,680

 -

 -

 241,740

 -

 241,740

 Stock
 based compensation

 8,224

 27,949,093

 -

 -

 27,949,257

 -

 27,949,257

 Other
 comprehensive loss

 -

 -

 -

 -

 4,277

 4,277

 -

 4,277

 Comprehensive
 loss

 -

 -

 -

)

 -

)

 (379,916
)

 (60,378,988
)

 as of December 31, 2022

 2,527,046

 $
 2,527

 $
 267,597,370

 $
 (208,187,210
)

 $
 3,622

 $
 59,416,309

 $
 2,400,176

 $
 61,816,485

 2,527,046

 $
 2,527

 $
 267,597,370

 $
 (208,187,210
)

 $
 3,622

 $
 59,416,309

 $
 2,400,176

 $
 61,816,485

 Stock
 based compensation

 350,000

 $

 $
 2,093198

 -

 -

 $
 2,093548

 -

 $
 2,093,548

 Other
 comprehensive loss

 -

 -

 -

 -

)

)

 -

)

 Comprehensive
 loss

 -

 -

 -

 (24,736,978
)

 -

 (24,736,978
)

 (72,227
)

 (24,664,751
)

 as of December 31, 2023

 $
 2,877,046

 $
 2,877

 $
 269,690,568

 $
 (2323,924,185
)

 $
 30,564

 $
 36,738,631

 $
 2,327,949

 $
 39,066,580

 $
 2,877,046

 $
 2,877

 $
 269,690,568

 $
 (2323,924,185
)

 $
 30,564

 $
 36,738,631

 $
 2,327,949

 $
 39,066,580

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

 F- 5

INC.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Years
 Ended December 31,

 2023

 2022

 Cash
 flow from operating activities

 Net
 loss attributable to Lottery.com Inc.

 $
 (24,664,751
)

 $
)

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

 Net
 income attributable to noncontrolling interest

 (72,227
)

 (379,916
)

 4,498,477

 Non-cash
 interest expense

 -

 -

 Stock-based
 compensation expense

 2,093,199

 27,949,257

 Loss
 on impairment of intangibles

 7,510,000

 412,450

 Loss
 on extinguishment of debt

 -

 -

 Issuance
 of common stock for legal settlement

 -

 214,740

 Changes in
 assets & liabilities:

 Accounts
 receivable

 184,406

 (129,465
)

 Prepaid
 expenses

 389,164

 3,487,315

 Notes
 Receivable

 -

 (2,000,000
)

 Other
 current assets

 (107,398
)

 (492,351
)

 Trade
 payables

 401,901

 6,601,098

 Deferred
 revenue

 (107,143
)

 (698,049
)

 Accrued
 interest

 383,064

 307,912

 Accrued
 and other expenses

 6,892,501

 210,805

 Other
 liabilities

 445,205

 625,028

 Other
 long term assets

 125,000

 (13,009,686
)

 Other
 long term liabilities

 -

 (1,169
)

 Net
 cash provided by operating activities

 (2,028,602
)

 (31,272,729
)

 Cash
 flow from investing activities

 Purchases
 of property and equipment

 -

 (127,265
)

 Purchases
 of intangible assets

 -

 (1,124,823
)

 Investment
 in subsidiary, net

 -

 -

 Net
 cash used in investing activities

 -

 (1,252,088
)

 Cash
 flow from financing activities

 Proceeds
 from issuance of notes payable

 2,319,918

 -

 Payments
 on notes payable - related parties

 2,319,918

 (15,664
)

 Principal
 payments on debt

 -

 -

 Net cash
 provided by financing activities

 2,319,918

 (15,664
)

 Effect of
 exchange rate changes on cash

)

 4,277

 Net change
 in net cash and restricted cash

 257,060

 (32,536,204
)

 Cash
 and restricted cash at beginning of period

 102,766

 32,638,970

 Cash
 and restricted cash at end of period

 $
 359,826

 $
 102,766

 Supplemental
 Disclosure of Cash Flow Information:

 paid in cash

 $
 -

 $
 483,582

 Taxes
 paid in cash

 $
 -

 $
 -

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

 F- 6

INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 1. Nature of Operations

 Description
of Business

 Lottery.com
Inc. (formerly Trident Acquisitions Corp) ("TDAC", "Lottery.com" or "the Company"), was formed as
a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the "Business Combination")
with AutoLotto, Inc. ("AutoLotto"). Following the closing of the Business Combination (the "Closing") we changed
our name from "Trident Acquisitions Corp." to "Lottery.com Inc." and the business of AutoLotto became our business.
In connection with the Business Combination the Company moved its headquarters from New York, New York to Spicewood, Texas.

 The
Company is a leading provider of domestic and international lottery products and services. As an independent third-party lottery game
service, the Company offers a platform that it developed and operates to enable the remote purchase of legally sanctioned lottery games
in the U.S. and abroad (the "Platform"). The Company's revenue generating activities are focused on (i) offering the
Platform via the Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery
games is legal and our services are enabled for the remote purchase of legally sanctioned lottery games (our "B2C Platform ");
(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"); and (iii)
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").

 As
a provider of lottery products and services, the Company is required to comply with, and its business is subject to, regulation in each
jurisdiction in which the Company offers the B2C Platform, or a commercial partner offers users access to lottery games through the B2B
API. In addition, it must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental
authorities in jurisdictions in which the Company operates or with authority over its business. The Company's business is additionally
subject to multiple other domestic and international laws, including those relating to the transmission of information, privacy, security,
data retention, and other consumer focused laws, and, as such, may be impacted by changes in the interpretation of such laws.

 On
June 30, 2021, the Company acquired an interest in Medios Electronicos y de Comunicacion, S.A.P.I de C.V. ("Aganar") and
JuegaLotto, S.A. de C.V. ("JuegaLotto"). Aganar has been operating in the licensed iLottery market in Mexico since 2007 as
an online retailer of Mexican National Lottery draw games, instant digital scratch-off games and other games of chance. JuegaLotto is
licensed by the Mexican federal regulatory authorities to sell international lottery games in Mexico.

 On
July 28, 2022, the Board determined that the Company did not currently have sufficient financial resources to fund its operations or
pay certain existing obligations, including its payroll and related obligations and effectively ceased its operations furloughing certain
employees effective July 29, 2022 (the "Operational Cessation"). Subsequently, the Company has had minimal day-to-day operations
and has primarily focused its operations on restarting certain aspects of its core businesses (the "Plans for Recommencement of
Company Operations").

 On
April 25, 2023, as part of the Plans for Recommencement of Company Operations, the Company resumed its ticket sales operations on a limited
basis to support its affiliate partners through its Texas retail network.

 F- 7

 2.
Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America (" GAAP ") and include the accounts of the Company and its wholly owned operating subsidiaries.
Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting
principles as found in the Accounting Standards Codification (" ASC ") and Accounting Standards Update (" ASU ")
of the Financial Accounting Standards Board (" FASB "). All intercompany accounts and transactions have been eliminated
in consolidation.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity
of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying
consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

to the requirements of the Financial Accounting Standards Board's ASC Topic 205-40, Disclosure of Uncertainties about an Entity's
Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company's ability to continue as a going concern for one year from the date these financial
statements are issued. This evaluation does not take into consideration the potential mitigating effect of management's plans that
have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial
doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial
doubt about the Company's ability to continue as a going concern. The mitigating effect of management's plans, however, is
only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial
statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that
raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial
statements are issued.

 In
connection with the Company's Operational Cessation, the Company has experienced recurring net losses and negative cash flows from
operations and has an accumulated deficit of approximately $234 million and working capital of approximately negative $7.7 million at
December 31, 2023. For the year ending December 31, 2023, the Company sustained a net loss of $24.7 million. The Company sustained a
loss from operations of $60.0 million and $53.0 million for the years ending December 31, 2022 and 2021, respectively. Subsequently,
the Company sustained additional operating losses and anticipates additional operating losses for the next twelve months. These conditions
raise substantial doubt about the Company's ability to continue as a going concern.

 The
Company has historically funded its activities almost exclusively from debt and equity financing. Management's plans in order to
meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock
offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by
sale of its securities to provide the additional cash needed to meet the Company's obligations as they become due beginning with
a loan agreement the Company entered into with United Capital Investments Ltd. ("UCIL") on July 21, 2023 (see Subsequent
Events), the Plans for Recommencement of Company Operations to require substantial funds to implement and there is no assurance that
the Company will be able to continue raising the required capital.

 The Company's ability to continue as a going concern for the next twelve months from the issuance of these financial statements
depends on its ability to execute the business plan for the relaunch of its core business, the successful monetization of Sports.com,
and keep expenditures in line with available operating capital. Such conditions raise substantial doubt about the Company's ability
to continue as a going concern.

 F- 8

 Impact
of Trident Acquisition Corp. Business Combination

 We
accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting
acquirer and Trident Acquisition Corp. ("TDAC") as the accounting acquiree. This determination was primarily based on:

 former
 AutoLotto stockholders having the largest voting interest in Lottery.com Inc. ("Lottery.com");

 the
 board of directors of Lottery.com having 7 members, and AutoLotto's former stockholders having the ability to nominate the
 majority of the members of the board of directors;

 AutoLotto
 management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day
 operations;

 the
 post-combination company assuming the Lottery.com name;

 Lottery.com
 maintaining the pre-existing AutoLotto headquarters; and the intended strategy of Lottery.com being a continuation of AutoLotto's
 strategy.

 Accordingly,
the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization.
The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

 While
TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical
financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business
Combination. As a result, the financial statements included in the accompanying consolidated financial statements reflect (i) the historical
operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the
closing of the Business Combination; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company's
equity structure for all periods presented.

 In
connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination
to reflect the number of shares of the Company's common stock issued to AutoLotto's stockholders in connection with the recapitalization
transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible
preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established
in the Business Combination.

 Non-controlling
Interests

 Non-controlling
interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments
as well as their proportionate interest in subsidiary losses and other changes in members' equity, including translation adjustments.

 Segment
Reporting

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.

 F- 9

 We
determined that our Chief Financial Officer is the Chief Operating Decision Maker and he uses financial information, business prospects,
competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis
on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance
with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on
a consolidated basis for each of the periods presented.

 Concentration
of Credit Risks

 Financial
instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash holdings are placed with major financial
institutions deemed to be of high-credit-quality in order to limit credit exposure. The Company maintains deposits and certificates of
deposit with banks which may exceed the Federal Deposit Insurance Corporation ("FDIC") insured limit and money market accounts
which are not FDIC insured. In addition, deposits aggregating approximately $19,790 at March xx, 2024 are held in foreign banks. Management
believes the risk of loss in connection with these accounts is minimal.

 Use
of Estimates

 The
preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets,
liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these
estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions
the Company believes to be reasonable under the circumstances.

 Reclassifications

balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These
reclassifications had no effect on the balances of current or total assets and prior year's net loss or accumulated deficit.

 Foreign
currency translation

 Assets
and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated
into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during
the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss).

 Cash
and Restricted Cash

 As
of December 31, 2023 and 2022, cash was comprised of cash deposits, and deposits with some banks exceeded federally insured limits with
the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit
quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking
relationships.

 The
Company had no marketable securities as of December 31, 2023 and December 31, 2022.

 The
Company had no marketable securities as of December 31, 2023 and December 31, 2022 As of December 31, 2022, the restricted cash balance
was $0 as the bank took the collateral in the restricted account during October of 2022 in order to satisfy the amount owed under the
Line of Credit. (See Subsequent Events - In January of 2022, the Company pledged $30,000,000 for a line of credit which was subsequently
claimed for settlement of such line of credit).

 F- 10

 Accounts
Receivable

 The
Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery
games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the
commercial partner of the B2B API, which are its customers, in the normal course of business. The Company estimates its bad debt exposure
each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company did not record
any allowance for uncollectible receivables as of December 31, 2023 and 2022. The Company has not incurred bad debt expense historically.

 Prepaid
Expenses

 Prepaid
expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into
an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services
("Prepaid advertising credits"). The Company expenses the service as it is performed by the third party. The value of the
services provided were used to value these contracts, except for the year ended December 31, 2021 the Company reserved for potential
inability to realize $2,000,000 of prepaid advertising credits in future periods. The current portion of prepaid expenses is included
in current assets on the consolidated balance sheets. The Company has remaining prepaid expenses of $19,020,159 and $19,409,323 for the
years ended December 31, 2023 and 2022, respectively.

 Investments

 On
August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third party business development partner representing
4% of the total outstanding shares of the company. As this investment resulted in less than 20% ownership, it was accounted for using
the cost basis method.

and equipment, net

and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated
useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated
useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and
improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to
other expense in the consolidated statement of operations.

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

of Depreciation of Property and Equipment

 Computers and equipment

 3 years

 Furniture and fixtures

 5 years

 Software

 3 years

 Leases

 Right-of-use
assets ("ROU assets") represent the Company's right to use an underlying asset for the lease term and lease liabilities
represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation
of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period
incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily
determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will
exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 Under
the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes
of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying
assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms
of 12 months or less).

 F- 11

 Internal
Use Software Development

 Software
development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are
capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will
be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing
software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities,
maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line
basis over the estimated useful life of the software.

and Other Intangible Assets

represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets
represent the fair value of separately recognizable intangible assets acquired in connection with the Company's business combinations.
The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate
that an impairment may have occurred in accordance with the provisions of ASC 350, " Goodwill and Other Intangible Assets ".
The Company reviewed for impairment and determined it was necessary to write down goodwill related to its TinBu subsidiary
by $5,650,000 and goodwill and intangible assets for its Global Gaming subsidiary by $1,060,200 and $799,800 at the end of the year ended
December 31, 2023.

Recognition

 Under
the new standard, Accounting Standards Update ("ASU") 2014-09, " Revenue from Contracts with Customers (Topic 606) ",
the Company recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii)
identifiable performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation;
(iv) the transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues
are recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration
expected to be entitled to in exchange for those goods or services.

 Lottery
game revenue

 Items
that fall under this revenue classification include:

 Lottery
game sales

 The
Company's performance obligations of delivering lottery games are satisfied at the time in which the digital representation of
the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at
a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, which may be the
user or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery
game delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone
selling price, there is no allocation of consideration necessary.

 In
accordance with Accounting Standards Codification ("ASC") 606, the Company evaluates the presentation of revenue on a gross
versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered
include whether the Company has control over the specified good or services before they are transferred to the customer. The Company
also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has
discretion in establishing the price. For all of the Company's transactions, management concluded that gross presentation is appropriate,
as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes fulfillment risk
of all lottery game sales as it retains physical possession of lottery game sales tickets from time of sale until the point of redemption.
The Company also retains inventory risk an all lottery game sales tickets as they would be responsible for any potential winnings related
to lost or unredeemable tickets at the time of redemption. Finally, while states have the authority to establish lottery game sales prices,
the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being
sold.

 F- 12

 Other
associated revenue

 The
Company's performance obligations in agreements with certain customers are to provide a license of intellectual property related
to the use of the Company's tradename for marketing purposes by partners of the Company. Customers pay a license fee up front.
The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic
license which provides the customer with the right to use the Company's intellectual property on an ongoing basis with continued
support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. There is no variable
consideration related to these performance obligations.

 Arrangements
with multiple performance obligations

 The
Company's contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue
to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices
based on the prices charged to customers.

 Deferred

 The
Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.

 Payment
terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment
is due is not significant. For certain products or services and customer types, management requires payment before the products or services
are delivered to the customer.

 Contract
Assets

 Given
the nature of the Company's services and contracts, it has no contract assets.

 Taxes

 Taxes
assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected
by us from a customer, are excluded from revenue.

 Cost
of Revenue

 Cost
of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional
expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing
fees on user fees, including chargebacks imposed on the Company. Other non-variable costs included in cost of revenue include affiliate
marketing credits acquired on a per-contract basis.

 Stock-based

 Effective
October 1, 2019, the Company adopted ASU 2018-07, Compensation - "Stock Compensation (Topic 718): Improvements to Nonemployee
Share-based Payment Accounting" ("ASC 718"), which addresses aspects of the accounting for nonemployee share-based
payment transactions and accounts for share-based awards to employees in accordance with ASC 718, Stock Compensation. Under this
guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense
over the estimated service period (generally the vesting period) on the straight-line attribute method.

 Advertising
Costs

 Advertising
costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2023 and 2022 were approximately $1,261,000
and $1,888,000, respectively.

 F- 13

Taxes

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

 For
federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the
consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies
to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay
any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the
Company's tax return and provision based upon its relative ownership.

taxes are accounted for in accordance with ASC 740, " Income Taxes " ("ASC 740"), using the asset and liability
method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred
tax assets for which it is more likely than not that the related benefit will not be realized.

 The
Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines
whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and
(ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax
benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company's
policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.
To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

 Generally,
the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal
tax purposes, the Company's 2018 through 2022 tax years generally remain open for examination by the tax authorities under the
normal three-year statute of limitations. For state tax purposes, the Company's 2017 through 2022 tax years remain open for examination
by the tax authorities under the normal four-year statute of limitations.

 Fair
Value of Financial Instruments

 The
Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, Fair Value Measurements
and Disclosures ("ASC 820"), which establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy under ASC 820 are described below:

 Level
 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
 liabilities

 Level
 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially
 the full term of the asset or liability

 Level
 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable
 assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

 Determination
of fair value and the resulting hierarchy requires the use of observable market data whenever available.

 F- 14

 The
classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement
of fair value.

 Fair
value of stock options and warrants

 Management
uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management
to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the
volatility of the Company's share price. In making these assumptions and estimates, management relies on historical market data.

 Recent
Accounting Pronouncements

 In
January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) ("ASU 2017-04"). ASU 2017-04
simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be
the amount by which a reporting unit's carrying value exceeds its fair value limited to the total amount of goodwill allocated
to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative
impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero
or negative carrying amounts. The amendments in this ASU are effective for goodwill impairment tests in fiscal years beginning after
December 15, 2021, and early adoption is permitted. The Company is currently evaluating this new standard and management does not currently
believe it will have a material impact on its consolidated financial statements, depending on the outcome of future goodwill impairment
tests.

 In
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. Adoption
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 is currently evaluating
this new standard and currently does not expect it to have a significant impact on the Company's consolidated financial statements.

 In
December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( "ASU2019-12").
ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12
is effective for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. The Company is currently
evaluating this new standard and currently does not expect it to have a significant impact on the Company's consolidated financial
statements.

 In
October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) ("ASU 2020-09"). ASU 2020-09 amendments to SEC paragraphs
pursuant to SEC release NO. 33-10762 amends terms related to Debt Guarantors and Issuers of Guaranteed Securities Registered or to be
Registered with the SEC. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial
statements.

 3.
Business Combination

 TDAC
Combination

 On
October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share
of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger
(other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately
3.0058 shares (the "Exchange Ratio") of Lottery.com. common stock.

 F- 15

 The
Merger closing was a triggering event for the Series B convertible notes, of which $63.8 million was converted into 3,248,526 shares
of AutoLotto that were then converted into 9,764,511 shares of Lottery.com common stock using the Exchange Ratio.

 At
the Closing, each option to purchase AutoLotto's common stock, whether vested or unvested, was assumed and converted into an option
to purchase a number of shares of Lottery.com common stock in the manner set forth in the Merger Agreement.

 The
Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer
and TDAC as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies, for further details. Accordingly,
the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization.
The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

 The
accompanying consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and
do not include the historical results of TDAC prior to the consummation of Business Combination.

 Upon
the closing of the transaction, AutoLotto received total gross proceeds of approximately $42,794,000, from TDAC's trust and operating
accounts. Total transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional
fees and were recorded in additional paid in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but
unpaid interest, were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related
parties, and approximately $5,593,000 payment of accrued underwriter fees.

to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the
Closing (the "Sellers") were entitled to receive up to 6,000,000 additional shares of Common Stock (the "Seller Earnout
Shares") and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (collectively the "TDAC Founders") were also entitled
to receive up to 4,000,000 additional shares of Common Stock (the "TDAC Founder Earnout Shares" and, together with the Seller
Earnout Shares, the "Earnout Shares"). One of the earnout criteria had not been met by the December 31, 2021 deadline thus
no earnout shares were granted specific to that criteria. As of December 31, 2021, 3,000,000 of the Seller Earnout Shares and 2,000,000
TDAC Founder Earnout Shares were still eligible Earnout Shares until December 31, 2022.

 Global
Gaming Acquisition

 On
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. ("Aganar")
and JuegaLotto, S.A. de C.V. ("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.

 The
net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic
benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the
acquired intangible assets were determined using Level 3 inputs which were not observable in the market.

 F- 16

 The
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
$13,215,843 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 Tangible and Intangible Asset Acquisition

 Cash

 $
 517,460

 Accounts receivable, net

 34,134

 Prepaids

 5,024

 Property and equipment, net

 2,440

 Other assets, net

 65,349

 Intangible assets

 8,590,000

 4,940,643

 Total assets

 $
 14,155,051

 Accounts payable and other liabilities

 $
 (387,484
)

 Customer deposits

 (134,707
)

 Related party loan

 (417,017
)

 Total liabilities

 $
 (939,208
)

 Total net assets of Acquirees

 $
 13,215,843

recognized in connection with the acquisition - is primarily attributed to an anticipated growing lottery market in Mexico that is expected
to be achieved from the integration of these Mexican entities. None of the goodwill is expected to be deductible for income tax purposes.

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

of Intangible Assets Acquired

 Category

 Fair Value

 Customer relationships

 $
 410,000

 Gaming licensees

 4,020,000

 Trade names and trademarks

 2,540,000

 Technology

 1,620,000

 Total Intangibles

 $
 8,590,000

 4.
Property and Equipment, net

and equipment, net as of December 31, 2023 and 2022, consisted of the following:

of Property and Equipment

 December 31,

 December 31,

 2023

 2022

 Computers and equipment

 $
 124,199

 $
 124,199

 Furniture and fixtures

 16,898

 16,898

 Software

 2,026,200

 2,026,200

 Property and equipment

 2,167,297

 2,167,297

 Accumulated depreciation

 (2,145,988
)

 (2,059,219
)

 Property and equipment, net

 $
 21,309

 $
 108,078

expense for the years ended December 31, 2023 and 2022 amounted to $90,138 and $160,466, respectively.

 F- 17

 5.
Intangible assets, net

 Gross carrying values and accumulated amortization of intangible assets:

of Finite Lived Intangible Assets Amortization Expenses

 December
 31, 2023

 December
 31, 2022

 Useful
 Life

 Gross
 Carrying Amount

 Amortization

 Net

 Gross
 Carrying Amount

 Amortization

 Net

 Amortizing intangible assets

 Customer relationships

 $

 1,350,000

 $

 (1,006,389

)

 $

 343,611

 $

 1,350,000

 $

 (781,385

)

 $

 568,615

 Trade name

 2,550,000

 (1,067,222

)

 1,482,778

 2,550,000

 (642,222

)

 1,907,778

 Technology

 3,050,000

 (1,946,111

)

 1,103,889

 3,050,000

 (1,437,778

)

 1,612,222

 Software agreements

 14,450,000

 (8,791,944

)

 5,658,056

 14,450,000

 (5,968,611

)

 8,481,389

 Gaming license

 4,020,000

 (1,675,000

)

 2,345,000

 4,020,000

 (1,005,000

)

 3,015,000

 Internally developed software

 2 - 10 years

 2,904,473

 (737,053

)

 2,167,420

 2,192,050

 (350,232

)

 2,554,241

 Domain name

 15 years

 6,935,000

 (1,554,083

)

 5,380,917

 6,935,000

 (1,091,750

)

 5,843,250

 $

 35,259,473

 $

 (16,777,802

)

 $

 18,481,671

 $

 34,547,050

 $

 (11,276,978

)

 $

 23,982,495

 Amortization
expense with respect to intangible assets for the year ended December 31, 2023 and 2022 totaled $5,440,908 and $5,440,908, respectively,
which is included in depreciation and amortization in the Statements of Operations. The Company determined that there was an impairment
of long-lived assets of $412,450 during the year ended December 31, 2022, which relates to a project no longer being pursued by the Company.

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

of Estimated Amortization Expense

 Years ending December 31,

 Amount

 2024

 $
 4,900,955

 2025

 4,580,955

 2026

 2,713,455

 2027

 1,281,167

 Thereafter

 5,005,139

 Total

 $
 18,481,671

 The
Company had software development costs of $1,336,020 and $1,336,020 related to projects not placed in service as of December 31, 2023
and December 31, 2022, respectively, which is included in intangible assets in the Company's consolidated balance sheets. Amortization
will be calculated using the straight-line method over the appropriate estimated useful life when the assets are put into service.

 F- 18

 6.
Notes Payable and Convertible Debt

 Secured
Convertible Note

 In
connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note ("Secured Convertible
Note") with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note
to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 1,398,221 pre-reverse stock
split shares (of the reverse stock split of 20:1 of August 9, 2023) of the Company's common stock (see Note 8).

 Series
A Notes

 From
August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate
amount of $821,500. 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. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there
were no Qualified Financing events, that trigger conversion, this included the TDAC combination. As of December 31, 2022, 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 at December 31, 2023.

 Series
B Notes

 From
November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging
from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in
February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans without consent from the
noteholders.

the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging
from December 2021 to December 2022. The Company cannot prepay these loans without consent from the noteholders. As of December 31, 2021,
the Series B Convertible Notes had a balance of $0. The Company also issued additional convertible promissory notes with unaffiliated
investors for an aggregate amount of $10,000,000 which bear interest at 6% per year, are unsecured and are due in May 2023.

the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the
principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted
for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded
loss on extinguishment of $71,812 as a result of the amendment which is mapped in "Other expenses" on the consolidated statements
of operations and comprehensive loss.

 As
of October 29, 2021, all except $185,095 of the series B convertible notes were converted into 9,764,511 pre-reverse stock split shares
of Lottery.com common stock (of the reverse stock split of 20:1 of 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. See Note 4 Accrued interest
on this note payable as of December 31, 2023 and 2022 was $64,999 and $49,992, respectively.

 F- 19

 PPP
Loan

 On
May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provided for a loan in the aggregate amount of $493,225,
pursuant to the Paycheck Protection Program, ("PPP"). The PPP, established under Division A, Title I of the Coronavirus Aid,
Relief and Economic Security Act ("CARES Act") enacted on March 27, 2020, provided for loans to qualifying businesses for
amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest were forgivable
after eight weeks as long as the borrower utilized the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities
("Qualified Expenses"), and maintained its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven
by the U.S. Small Business Administration ("SBA") in full. The Company recorded the full amount related to the forgiveness
of the PPP loan as a gain on extinguishment of debt during the third quarter of fiscal year 2021.

 Short
term loans

 On
June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration ("SBA") for $150,000.
The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred
for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties.
The Promissory Note contains events of default and other provisions customary for a loan of this type. As of December 31, 2023 and 2022,
the balance of the loan was $150,000. As of December 31, 2023, the accrued interest on this note was $5,253

 In
August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199.
The notes bear interest at a variable rate, are unsecured, and the parties have verbally agreed the notes will be due upon a qualifying
financing event. As of December 30, 2023 and 2022, the balance of the loans totaled $13,000, respectively.

 Notes
payable

 On
August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable
for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an interest rate of 0%, and original
maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022 and change the
interest rate to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments were evaluated and determined
to be loan modifications and accounted for accordingly.

 As
of December 30, 2023 and December 31, 2022, the balance of the notes was $2,601,370 and $2,601,370, respectively.

 7.
Stockholders' Equity

 Preferred
Stock

to the Company's charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our
board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more
classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights,
conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the
common stock. As of December 31, 2023, there were no shares of preferred stock issued and outstanding.

 F- 20

 Common
Stock

 Our
Charter authorizes the issuance of an aggregate of 500,000,000 shares of Common Stock, par value $0.001 per share. The shares of Common
Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares
of our common stock in an uncertificated form. Holders of our Common Stock are entitled to one vote for each share held of record on
all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative voting rights in the election of
directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors
and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive
pro rata our remaining assets available for distribution.

 As
of December 31, 2023 and December 31, 2022, 2,895,770 and 2,512,816 post reverse stock split, respectively, were outstanding.
During the year ended December 31, 2022, the Company issued the following shares of common stock. No similar issuances occurred in 2023.

of Common Stock

 Issuance of Common Stock for legal settlement

 60,000

 Exercise of options (Note 10)

 60,116

 Restricted stock award

 164,473

 Total

 284,589

 Public
Warrants

 The
Public Warrants became exercisable 30 days after the Closing as the Company has an effective registration statement under the Securities
Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available
(or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration
under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after
October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation.

 The
Company may redeem the Public Warrants:

 in
 whole and not in part;

 at
 a price of $0.01 per warrant;

 upon
 a minimum of 30 days' prior written notice of redemption;

 if,
 and only if, the last sale price of the Company's common stock equals or exceeds $16.00 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

 if,
 and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants
 at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the
 date of redemption.

 F- 21

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement. These warrants cannot be net cash
settled by the Company in any event.

 As
of December 31, 2021, there were 20,125,000 Public Warrants outstanding. Immediately after giving effect to the Business Combination,
there were 20,125,002 warrants to purchase share of Common stock outstanding, 20,125,000 of which are public warrants and two of which
were previously warrants of AutoLotto, which are now warrants of Lottery.com and are exercisable to purchase an aggregate of 395,675
shares of common stock.

 Private
Warrants

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

 Unit
Purchase Option

 On
June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 1,750,000 Units
exercisable at $12.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination.
The 1,750,000 Units represents the right to purchase 1,750,000 shares of common stock and 1,750,000 warrants to purchase 1,750,000 shares
of common stock. The unit purchase option, which was exercisable for cash or on a cashless basis, at the holder's option, expired
on May 29, 2023. 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 of the 1,750,000 Units have been forfeit.

 Common
Stock Warrants

 The
Company did not issue any warrants during the years ended December 31, 2023 and 2022. All 395,675 outstanding warrants are fully vested
and have a weighted average remaining contractual life of 3.7 years. The Company did not incur any expense for the year ended December
31, 2023 and 2022.

of Common Stock Warrant

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Price

 Life (years)

 Value

 Outstanding at December 31, 2020

 573,359

 $
 0.28

 4.8

 $
 272,638

 -

 -

 -

 Exercised

 (177,684
)

 0.66

 -

 Forfeited/cancelled

 -

 -

 -

 Outstanding at December 31, 2021

 395,675

 0.11

 4.0

 2,478,501

 92621

 7.56

 Exercised

 -

 -

 -

 Forfeited/cancelled

 -

 -

 -

 Outstanding at December 31, 2023 and 2022

 488,296

 $
 0.11

 3.7

 $
 1,200,387

 Exercisable at December 31, 2023 and 2022

 488,296

 $
 0.11

 3.7

 $
 1,200,387

 F- 22

 Beneficial
Conversion Feature - Convertible Debt

 As
detailed in Note 7 - Notes Payable and Convertible Debt, the Company has issued two series of convertible debt. Both issuances resulted
in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the proceeds
allocable to the beneficial conversion feature of $8,480,697 as additional paid in capital and a corresponding debt discount of $2,795,000.
This additional paid in capital is reflected in the accompanying consolidated Statements of Equity.

 Earnout

 As
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 forfeit at December 31, 2022.

 8. Stock-based Compensation

 Expense 2015 Stock Option Plan

 Prior
to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the "2015
Plan") in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the
common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any
Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the
Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time neither listed on any Stock
Exchange, then the Fair Market Value shall be determined by the Board of Directors or the Committee acting in its capacity as administrator
of the Plan after taking into account such factors as the Plan Administrator shall deem appropriate. The maximum number of shares of
Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000). Options are exercisable
over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the
date of grant. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully
and immediately vested upon issuance or may vest in one or more instalments over the Participant's period of Service or upon attainment
of specified performance objectives. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of
Common Stock subject to that option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to
occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants
made to individuals who are officers of the Corporation, non-employee Board members or independent consultants.

 2021
Equity Incentive Plan

 In
connection with the Business Combination, our board of directors adopted, and our stockholders approved, the Lottery.com 2021 Incentive
Award Plan (the "2021 Plan") under which 13,130,368 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. As of December 31, 2022, the Company has not granted awards under the 2021 Plan.

 F- 23

 Stock
Options

 The
Company did not issue any new stock options during the years ended December 31, 2023 and 2022. The following table shows stock option
activity for the years ended December 31, 2023 and 2022:

of Stock Option Activity

 Outstanding

 Remaining

 Aggregate

 Available

 Stock

 Exercise

 Contractual

 Intrinsic

 for Grant

 Awards

 Price

 Life (years)

 Value

 Outstanding at December 31, 2020

 37,405

 1,315,218

 $
 0.30

 5.5

 $
 362,841

 -

 -

 -

 -

 Exercised

 -

 (737,732
)

 (0.28
)

 -

 Forfeited/cancelled

 231,825

 (231,825
)

 (0.65
)

 -

 Outstanding at December 31, 2021

 269,230

 345,661

 0.97

 4.4

 2,061,303

 -

 -

 -

 -

 Exercised

 -

 (60,116
)

 (0.67
)

 -

 Forfeited/cancelled (uncancelled)

 (60,116
)

 60,116

 0.67

 -

 Outstanding at December 31, 2023 and 2022

 209,114

 345,661

 $
 0.41

 4.2

 $
 944,544

 Exercisable at December 31, 2023 and 2022

 209,114

 345,661

 $
 0.41

 4.2

 $
 944,544

 Stock-based
compensation expense related to the employee options was $0 for the year ended December 31, 2023, and 2022.

 Restricted
awards

 The
Company awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate
vesting, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted
stock as equity.

 For
employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted
shares, over the service period for the restricted shares that vest over a period of multiple years and for performance-based vesting
awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of
December 31, 2021, the Company had granted 3,832,431 shares with vesting to begin April 2022. For the year ended December 31, 2022, the
Company recognized $27,137,991 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2022,
unrecognized stock-based compensation associated with the restricted stock awards is $4,061,294 which will be expensed over the next
2.83 years.

 The
Company had restricted stock activity summarized as follows:

of Restricted Stock Awards Activity

 Number of

 Grant

 Fair Value

 Outstanding at December 31, 2022

 3,832,431

 $
 14.75

 350,000

 2.91

 Vested

 350,000

 2.91

 Forfeited/cancelled

 -

 -

 Restricted shares unvested at December 31, 2023

 3,832,431

 $
 14.75

 F- 24

 9.
Loss Per Share

 The
following table sets forth the computation of basic and diluted net loss per share:

of Basic and Diluted Net Income Loss Per Share

 Year
 ended December 31, 2022

 2023

 2022

 Comprehensive
 net loss attributable to stockholders

 $
 (24,664,751
)

 $
)

 Weighted average common shares
 outstanding

 Basic
 and diluted

 2,704,032

 2,522,175

 Net loss per common share

 Basic
 and diluted

 $
 (9.12
)

 $
 (23.79
)

 As
of December 31, 2023, the Company excluded 209,114 stock options, 468,335 of restricted awards, 488,296 of warrants, 5,000,000 of earn
out shares and 1,750,000 of unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

 As
of December 31, 2021, the Company excluded 345,661 stock options, 2,012,774 convertible debt into common shares, 3,832,431 of restricted
awards, 3,869,305 of warrants, 1,726,027 of earn out shares and 604,110 of unit purchase options from the calculation of diluted net
loss per share with the effect being anti-dilutive.

 10.
Income Taxes

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

 11. Commitments and Contingencies

 Indemnification Agreements

 The
Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically
with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds
harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company's activities
or, in some cases, as a result of the indemnified party's activities under the agreement. The maximum potential amount of future
payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material
costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated
fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31,
2023 and 2022.

 Digital
Securities

 In
2018, the Company commenced a sale offering and issuance (the "LDC Offering") of 285 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 year ended
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, or 2023.

 F- 25

 Leases

 The
Company leased office space in Spicewood, Texas which expired January 21, 2024. For the year ended December 31, 2023 and 2022, the Company's
total rent expense was approximately $173,837 and $173,837, respectively.

 As
of December 31, 2023, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are
as follows:

of Future Minimum Rent Payments Due Under Non-Cancellable Leases

 Years ending December 31,

 Amount

 2023

 135,222

 2024

 30,404

 Total

 $
 165,626

 Litigation
and Other Loss Contingencies

 As
of December 31, 2023, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal
proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company
of its size and scope. See Note 15 for additional information.

 12.
Related Party Transactions

 The
Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company's
results of operations may have been different if these transactions were conducted with nonrelated parties.

the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash
flow for the Company. The Company paid $4,700 during 2021 and the outstanding balance was $13,000 at December 31, 2023 and December 31,
2022.

the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC ("Master
Goblin Games"), an entity owned by Ryan Dickinson, a former officer of the Company, to facilitate the establishment of receipt
of retail lottery licenses in certain jurisdictions. As of December 31, 2023, the Company had no outstanding related party payables.

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.

 F- 26

 In
January 2023, Woodford Eurasia Assets, Ltd. signed a letter of intent to acquire Master Goblin. Such letter of intent would give Woodford
the right to appoint a director to the Board of Directors of the Company (see Subsequent Events). As of the date of this Report, no definitive
documentation for this transaction has been signed.

 13.
Subsequent Events

 As
reported on form 8-K filed with the SEC on February 9, 2024, on February 5, 2024, the Company entered into a Memorandum of Understanding
(the "MOU") with WA Technology Group Limited ("WATG"), whereby the Company has agreed to pay WATG a total of
$500,000 US dollars in restricted common stock at a price of $3.00 per share. A second payment by Lottery.com to WATG shall be due in
five years and 2 months from the date of the definitive agreement to be signed by the parties at a later date. The total consideration
for the second payment is the equivalent of $500,000 US dollars in restricted common stock at market value on the date the second payment
is due. In addition, the Company will nominate an individual (at a later date) from WATG to act as a dedicated consultant to the Company
for the purpose of expanding its brand, ticket sales and global operations. In exchange, the Company shall own a non-exclusive perpetual
single use license for WATG's Lottery Player & Account Management Software ("PAM") and WATG shall provide its full
spectrum of iGaming solutions to the Company to manage its global growth strategy. The parties shall co-operate and collaborate with
one another's businesses and shall enter a more definitive agreement at a later date.

 As
reported on form 8-K filed with the SEC on February 21, 2024, on February 15, 2024, the
Company entered into a Memorandum of Understanding (the "MOU") with S&MI Ltd. ("SportLocker.com"), whereby
it agreed to pay the shareholders of S&MI Ltd. a total of $1,000,000 USD in restricted common stock at a valuation of $3.00 per share.
The first payment of $150,000 USD in restricted common stock (50,000 shares) of the Company is due and payable not later than June 15,
2024. The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows:
(i) a second payment of $212,500 USD (70,833 shares) due on or before August 14, 2024; (ii) a third payment, of $212,500 USD (70,833
shares) due on or before November 12, 2024; (iii) a fourth payment of $212,500 USD (70,833 shares) due on or before February 10, 2025;
and (vi) a final and fifth payment of $212,500 USD (70,834 shares) due on or before May 16, 2025. The terms and conditions set forth
in the MOU shall be incorporated into a definitive agreement to be entered into by the parties with a Closing Date on or before April
15, 2024.

 In
addition, the Company has agreed to make available to the business of SportLocker.com, cash, media credits or combination thereof over
the twelve months following the Closing Date as additional capital investment into the business plan, to facilitate brand awareness,
user acquisition and general performance marketing and promotion, influencer and subscription campaigns and branding activities of S&MI's
streaming and social engagement, subject to the Company successfully raising a minimum of new capital.

 On
March 7, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has launched the "Sports.com
App". The App (which is available for download for free from all major app stores) connects sports content with audiences worldwide.
By uniting a diverse community of sports enthusiasts across various genres, demographics, and countries, Sports.com plans to eliminate
multiple cultural barriers and foster a global sports community.

 On
March 28, 2024, Sports.com, a wholly-owned subsidiary of the Company, announced by press release that it has obtained the rights to live
stream the March 31, 2024 heavyweight title fight between Frazier Clarke and Fabio Wardley. The live stream will be available to view
for free for millions of sports fans in Africa, via the Sports.com website.

 The
live streaming event is the result of a partnership between Sports.com, BOXXER, the fast-growing UK boxing promotional company, and Sky
Sports in the UK and Ireland. Sports.com had entered into an agreement with BOXXER to provide live coverage through the Sports.com platform
in Africa, via local telecoms partners such as Vodacom, which will provide free access to millions of viewers.

 This
partnership underscores Sports.com's commitment to bringing inclusivity, innovation, and entertainment to sports. To view the live
streaming event on Sports.com, African-based sports fans can sign up via local mobile operators to watch the fight on the Sports.com
platform. Sports.com's strategic intent is to provide more such content to sports fans in underserved markets including those in
the Middle East and Africa.

 On
April 1, 2024, Lottery.com resumed its sweepstakes offerings through its partnership with the WinTogether.org foundation (DBA: Donate To. Win).
The initial sweepstakes will be active until at least April 30,2024.

 F- 27

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 See
" Item 14. Principal Accounting Fees and Services. "

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 As
previously disclosed, in connection with the filing of the Company's Annual Report on Form 10-K for the year ended December 31,
2021 (the "Original 2021 Annual Report") on April 1, 2022, our management, with the participation of our then Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. Based on their evaluation, our then Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to
material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process.

 In
connection with the filing of Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the year ended December 31, 2021
(the "Amended 2021 Annual Report"), our management, with the participation of our Chief Executive Officer, reevaluated the
effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of December 31, 2021 and determined they were not effective due to the material weaknesses in our internal control over financial
reporting with respect to our financial statement close and reporting process. Our disclosure and procedures are designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

 Management's
Report on Internal Control Over Financial Reporting

 Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and
procedures. In connection with this Report, our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December
31, 2022. Based on such reevaluation, our Chief Executive Officer concluded that, as of the end of the period covered by this Report,
our disclosure controls and procedures were still not effective due to the material weaknesses in our internal control over financial
reporting with respect to our financial statement close and reporting process, as described further below. As a result of this conclusion,
we retained third-party accounting consultants who performed additional analysis as deemed necessary to ensure that our financial statements
were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Report present
fairly in all material respects our financial position, results of operations and cash flows for the periods presented. The issues which
were identified during the initial and subsequent review continued until the new management team for the company began addressing them
in the fall of 2022. Efforts to strengthen and improve internal controls over accounting and financial reporting are ongoing.

 Material
Weaknesses in Internal Control Over Financial Reporting

 In
connection with the audit of our condensed consolidated financial statements included in this Report, our management has identified material
weaknesses in our internal control over financial reporting as of December 31, 2023 and 2022 relating to deficiencies in the design and
operation of the procedures relating to the closing of our financial statements. These include: (i) our lack of a sufficient number of
personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine transactions, (ii) the fact
that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were
either not designed and in place or not operating effectively; (iii) our inability to complete the timely closing of financial books
at the quarter and fiscal year end, and (iv) incomplete segregation of duties in certain types of transactions and processes.

 Specifically,
management did not design and maintain sufficient procedures and controls related to revenue recognition including those related to ensuring
accuracy of revenue recognized from non-routine transactions such as the sales of LotteryLink Credits. As a result, we determined that
there was an overstatement of revenue in the consolidated statement of operations of approximately $52.1 million during the year ended
December 31, 2021, which required a restatement of the previously issued financial statements for the year ended December 31, 2021 contained
in the Amended 2021 Annual Report.

 We
have begun implementing remediation steps to improve our internal control over financial reporting and to remediate the identified material
weaknesses, including (i) adding personnel with sufficient accounting knowledge; (ii) adopting a more rigorous period-end review process
for financial reporting; (iii) adopting improved period close processes and accounting processes, and (iv) clearly defining and documenting
the segregation of duties for certain transactions and processes. Management has expanded and will continue to enhance our system of
identifying transactions and evaluating and implementing the accounting standards that apply to our financial statements, including through
enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We intend
to continue take steps to remediate the material weaknesses described above and further continue re-assessing the design of controls,
the testing of controls and modifying processes designed to improve our internal control over financial reporting. The Company plans
to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address
any other matters it identifies or are brought to its attention. We will not be able to fully remediate these material weaknesses until
these steps have been completed and have been operating effectively for a sufficient period of time. The implementation of our remediation
will be ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained
period of financial reporting cycles. We may also conclude that additional measures may be required to remediate the material weaknesses
in our internal control over financial reporting.

 We
cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification
of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, there
could continue to be a reasonable possibility that this control deficiency or others could result in another material misstatement of
our annual or interim financial statements that would not be prevented or detected on a timely basis.

 For
more information, see " Item 1A. Risk Factors - Public Company Operating Risks - If we fail to implement and maintain an effective
system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent
fraud, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected."

in Internal Control Over Financial Reporting

 Except
as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 On
June 12, 2023, the Company entered into an amendment of its Woodford Loan Agreement (the "Woodford Loan Agreement Amendment").
The Woodford Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding
balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion
price of 20%. All other terms and conditions of securitization remain in full force and effect.

 On
July 26, 2023, the Company entered into a credit facility (the "UCIL Credit Facility"), which is represented by a loan agreement,
which was initially entered into on July 26, 2023 and was amended and restated on August 8, 2023 and subsequently amended on August 18,
2023 (as so amended, the "UCIL Loan Agreement"), with United Capital Investments London Limited ("UCIL"), an
entity in which each of Matthew McGahan, the Company's Chief Executive Officer and Chair of the Company's Board, and Barney
Battles, a member of the Board, have a direct or indirect interest. The decision by the Company to enter into the UCIL Loan Agreement
follows an acknowledgment by the Company that it had not received the requisite funding on a timely basis that it expected from Woodford,
despite the Company making several requests to Woodford for said funding under the Woodford Loan Agreement. Moreover, the Board of Directors
determined that it was in the best interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an
alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the "Default Notice") and an
event of default and crystallization notice on July 25, 2023 (the "Crystallization Notice") from Woodford under the Woodford
Loan Agreement. On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the
Company's earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023, the
Company replied to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that Woodford's
attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given the uncertainty of the continued
financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company's alternative funding
by entering into the UCIL Loan Agreement.

 As
reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023, the Company entered into a placement agent agreement
(the "Placement Agent Agreement") with Univest Securities, LLC (the "Placement Agent"), whereby the Placement
Agent agreed to act as placement agent in connection with the Company's offering ("Offering") of units ("Units")
up to $1,000,000; each Unit consisting of a convertible promissory note (each, a "Convertible Note" or collectively, the
"Convertible Notes"), and a common stock purchase warrant (each, a "Warrant", or collectively, the "Warrants")
to purchase shares of common stock of the Company, par value $0.001 per share (the "Common Stock") which include specific
registration rights ("Registration Rights"), directly to one or more investors (each, an "Investor" and, collectively,
the "Investors") through the Placement Agent.

 On
February 1, 2024, the parties agreed to increase the offering amount from $1,000,000 to $5,000,000. All other terms and conditions of
the offering remain the same. The Securities shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933,
as amended (the "Securities Act").

 As
reported on form 8-K filed with the SEC on February 22, 2024, and as previously reported on Form 8-K filed on August 1, 2023, on July
26, 2023, the Company entered into a Loan Agreement with United Capital Investments London Limited ("UCIL") which included
a supplemental credit facility, at the Company's written request and at UCIL's sole discretion, for an amount up to a total
of $49,000,000 in supplemental funding (the "Accordion") with an initial tranche of up to $1,000,000.

 As
reported on Form 8-K filed on August 24, 2023, on August 18, 2023, the Company amended the Loan Agreement with UCIL resulting in an "Amended
and Restated Loan Agreement", dated August 8, 2023, which made certain technical amendments to the conversion mechanics therein
to comply with Nasdaq's listing rules relating to stockholder voting rights.

 On
February 16, 2024, the Company and UCIL entered into an "Amendment and Restatement Agreement No. 2" to the "Amended
and Restated Loan Agreement" to increase the amount of the Accordion from $49,000,000 to $149,000,000 (the "Amendment").

 On
February 16, 2024, Prosperity Investment Management, a multinational investment management firm with offices in Basel, Switzerland, Dubai,
UAE, and Miami, Florida, in advance of the completion of their due diligence on the Company, began to fund their commitment to the Company
of an investment of $18 million through UCIL's Amended and Restated Loan Agreement.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 The
following sets forth certain information, as of the date of this report, concerning the directors and officers of the Company.

 Name

 Age

 Position

 McGahan

 Chairman
 of the Board and Chief Executive Officer

 Barney
 Battles

 Christopher
 Gooding

 Paul
 S. Jordan

 Tamer
 T. Hassan

 Robert Stubblefield

 Chief Financial Officer

 Gregory Potts

 Chief Operating Officer

McGahan, has enjoyed a successful and distinguished career in the corporate and philanthropic worlds. Most recently he was appointment
as Chairman and CEO of Nasdaq listed, Lottery.com and Vice-President of Sports.com, its wholly owned subsidiary and a leading sports
entertainment and media content platform. Appointed interim CEO of Lottery.com in July 2023, and having served as Chairman of the Board
since October 2022, McGahan's leadership is pivotal in steering the company towards new horizons. Born into an entrepreneurial family,
Matt's business acumen was nurtured from a young age. His professional journey began at Guildford Engineering Technology College,
setting the stage for a career characterized by strategic foresight and a penchant for turning challenges into opportunities. Joining
his family's venture, Pinewood Motor Group, founded in 1969 by his father, McGahan played a crucial role in introducing Toyota Motor
Corporation to the United Kingdom, marking a significant milestone in the country's automotive industry. McGahan's entrepreneurial streak
led him to establish Magic Automotive Group, which emerged as one of Europe's largest Harley-Davidson and BMW dealerships. His leadership
propelled the company to substantial success until its sale in 2010, reflecting his ability to build and scale businesses successfully.

 Beyond
the realm of business, Matt's philanthropic efforts are equally commendable. He founded "Mask Our Heroes" (MOH) in memory
of his father, Alan, a victim of the COVID-19 pandemic. MOH was at the forefront of addressing the urgent need for personal protective
equipment during the pandemic's early stages, successfully securing and distributing over 30 million surgical masks to healthcare facilities
across the UK. This initiative highlighted his capacity to lead with empathy and impact, leveraging his resources and network to address
a global crisis.

 Through
his various family office vehicles, Matt has since invested and advised businesses across a variety of sectors, including motorsports,
EV, technology minerals mining, recycling, fintech, and medical research, showcasing his versatility, keen investment insight and focus
on innovation and social responsibility. His ability to identify and nurture potential across a spectrum of industries has not only contributed
to his personal success but has also driven innovation and growth in each of these fields.

 His
career can be characterized as a blend of entrepreneurial success, philanthropic leadership, and strategic vision. His journey from the
automotive industry to the helm of Lottery.com and Sports.com, coupled with his profound impact on societal well-being through "Mask
Our Heroes," reflects a legacy of innovation, compassion, and resilience.

 Robert
J. Stubblefield has served as the chief financial officer of Demet r a, Inc. since January
2022 and of Regnum Corp. since March 2020. Mr. Stubblefield was the chief financial officer of Wookey Project Corp. and Wookey Search
Technologies Corporation from March 2020 to December 2021. Further, Mr. Stubblefield served as a contract chief financial officer of
Sherpa Digital Media, Inc. from February 2019 to December 2021. Prior to this role, from October 2017 to December 2019, Mr. Stubblefield
served as a consulting chief financial officer for various start-ups and growth companies in the San Francisco Bay Area and has experience
in senior finance, accounting, and operations roles in public companies. He has held a CPA License from the state of California since
the late 1980's.

 Gregory
Potts has more than 25 years of strategic growth and marketing experience, including the successful implementation of growth
strategies for consumer brands and their channel affiliates. He most recently served as Global Vice President of Affiliate Success at
Lottery.com. Prior to that he served in leadership roles for several organizations ranging from SMEs to multi-billion corporations. His
successful career covers a diverse set of industries including consumer and B2B technology; syndicated data; and not-for-profit development.
He currently is a trustee of WinTogether.org and sits on the board of Medios Electr nicos Y De Comunicaci n, S.A.P.I. de
CV and the American Advertising Federation Lexington chapter. There are no arrangements or understandings between Mr. Potts and any other
persons pursuant to which he was selected as an officer, he has no family relationships with any of the Company's directors or
executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K. The Board of Directors has not yet determined Mr. Potts's compensation or agreed to terms on a written compensation
agreement, and the Company will file a Current Report on Form 8-K once such compensation has been determined by the Board of Directors.

 Barney
Battles has been a member of the Board since October 2022. In 2014, Mr. Battles founded The League of Angels, a network of UHNW
international members investing in fast growth British ventures with a global impact and strong corporate values. Mr. Battle is the former
co-owner of Jackpot Games, a Maltese online gaming venture that was then sold to a large German Media Group. Additionally, Mr. Battles
is the former senior advisor to the Rank Group PLC (LSE: RNK), where he focused on the Grosvenor Casinos and Bingo (a UK-based chain
of 53 casinos located in major towns and cities across the UK and 76 bingo clubs located in Belgium, Spain, and the UK). During his time
at Grosvenor Casinos and Bingo, Mr. Battles focused on delivering interactive digital gaming formats across their retail footprint. He
also has extensive FTSE experience, working as Executive Chairman/CFO in turnaround or high growth sectors and is a former CFO of London's
largest digital agency. Mr. Battles earned a Master in Computing Science from the University of Aberdeen, and was a Scottish Chartered
Accountant with Ernst & Young.

 Christopher
Gooding has been a member of the Board of Directors since August of 2023. Mr. Gooding brings decades of service at respected
law firms, predominantly within the heart of London's financial district. His professional journey began as an Assistant Solicitor
at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co. A consummate legal strategist, he also served
as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy. Notably, from 1999 to 2009, he held the position of Director at
the Sovereign Trade Corporation. Adding to his diverse portfolio, Gooding subsequently held partner roles at Fasken Martineau and Nabarro
LLC (now CMS). Since 2022, he has honed his expertise as a Consultant at Crowell and Morsing.

 Paul
S. Jordan is a motorsport commercial specialist with extensive international sponsorship, acquisitions and communication skills
and experience. With an active career in motorsport that spans more than four decades, Mr. Jordan has held senior positions with the
world's top Formula One Teams and some of most recognizable motorsport brands.

 Tamer
T. Hassan is a former boxer and worked in football management before becoming a British actor with a slate of over 60 films.
He is best known for his role as the leader of the Millwall firm, opposite Danny Dyer, in " The Football Factory "
(2004), " Layer Cake (2004) opposite Daniel Craig, " Batman Begins " (2005), " The Business "
(2005), and "Game of Thrones" (2016). Mr. Hasan has recently completed filming for " The Witcher " (Season
2) on Netflix with Henry Cavil. He also remains involved with creative content and participates in voice-over roles. Mr. Hassan's
entrepreneurial skills have led him to participate in large-scale projects in entertainment, sports & leisure, and hospitality. He
has a passion for supporting emerging acting talent in Cyprus and is the founder of The Tamer Hassan Academy for Acting.

 Our
Executive Officers

 Mr.
McGahan, our Chief Executive Officer ("CEO"), President and Secretary, serves at the discretion of our Board and holds office
until his successor is duly appointed or until his earlier resignation or removal.

 Mr.
Stubblefield, our Chief Financial Officer ("CFO"), serves at the discretion of our Board and holds office until his successor
is duly appointed or until his earlier resignation or removal.

 Mr.
Potts, our Chief Operating Officer ("COO") serves at the discretion of our Board and holds office until his successor is
duly appointed or until his earlier resignation or removal.

 Board
Composition

 Our
Board consists of five directors. Each of our current directors will continue to serve as a director until the election and qualification
of his successor or until his earlier death, resignation or removal. The authorized number of directors may be changed by resolution
of our Board. Vacancies on our Board may be filled by resolution of our Board.

 Our
Board consists of Matthew McGahan, Barney Battles, Christopher Gooding, Paul S. Jordan and Tamer T. Hassan, with Mr. McGahan acting as
chairman of the Board.

 Our
Board has affirmatively determined that each of Messrs. Battles, Gooding, Jordan and Hassan is an "independent director"
under the Nasdaq listing rules applicable to board members. For more details, see the section entitled "Independence of our Board."

 Our
Board is divided into three classes with only one class of directors being elected in each year, and with each class serving a three-year
term:

 our
 Class I director is Mr. Gooding, and his term will expire at the 2026 annual meeting of stockholders;

 our
 Class II directors are Mr. Battles and Mr. Jordan, and their terms will expire at the 2024 annual meeting of stockholders; and

 our
 Class III directors are Mr. McGahan and Mr. Hassan, and their terms will expire at the 2025 annual meeting of stockholders.

 As
a result of the staggered Board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes
continuing for the remainder of their respective terms. At any meeting of stockholders at which directors are to be elected, the number
of directors elected may not exceed the greatest number of directors then in office in any class of directors. The members of each class
will hold office until the annual meeting stated above when their term expires and until their successors are elected and qualified.
At each succeeding annual meeting of the stockholders, the successors to the class of directors whose term expires at that meeting will
be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election and until their successors are elected and qualified. Subject to the rights,
if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a preferred stock
designation, directors may be elected by the stockholders only at an annual meeting of stockholders.

 Independence
of our Board and Executive Officer

 Based
on information provided by each director concerning his background, employment, and affiliations, our Board has determined that the Board
meets independence standards under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. There are no
family relationships among any of our directors and executive officers. In making these determinations, our Board considered the current
and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant
in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions
involving them described under the heading " Item 13. Certain Relationships and Related Party Transactions, and Director Independence. "

 Board
Committees

 Our
Board has three standing committees: an Audit Committee a Compensation Committee, and a Nominating Committee. Each of the committees
reports to the Board as it deems appropriate and as the Board may request. The composition, duties and responsibilities of these committees
are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

 Audit
Committee

 There
are three members of our Board who serve as members of our Audit Committee, Messrs. Jordan, Gooding and Hassan. Mr. Jordan is the chairman
of our Audit Committee. All members of the Audit Committee are "independent" in accordance with the Nasdaq Rules (as defined
below) and rules of the U.S. Securities and Exchange Commission (the "SEC") applicable to boards of directors in general
and Audit Committee members in particular. The Board has determined that each member of the Audit Committee is "financially literate"
within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including
the Company's balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Jordan qualifies
as an "audit committee financial expert" as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the "financial
sophistication" requirement in accordance with Nasdaq Rule 5605(c)(2)(A). The Board reached its conclusion as to Mr. Jordan's'
qualifications based on, among other things, his business background.

 The
duties and responsibilities of the Audit Committee include:

 those
 duties and responsibilities delegated to it by the Board, including overseeing our financial reporting policies, our internal controls,
 and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting
 processes;

 being
 directly responsible for the appointment, retention, replacement and oversight of our independent registered public accounting firm
 and reviewing and evaluating its qualifications, performance and independence;

 pre-approving
 the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

 reviewing
 reports from, and material written communications between, management and the independent registered public accounting firm, including
 with respect to issues as to the adequacy of the Company's internal controls;

 reviewing
 and approving any related person transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
 by the SEC and prior to our entering into such transaction;

 reviewing
 and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to
 risk assessment and risk management; and

 reviewing
 the Audit Committee Charter and the Audit Committee's performance at least annually.

 With
respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent
registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior
to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance
with the applicable SEC rules and regulations.

Committee

 The
members of our Compensation Committee are Messrs. Hassan, Gooding and Jordan. Mr. Hassan is the chairman of our Compensation Committee.
All members of the Compensation Committee are "independent" in accordance with the Nasdaq Rules and SEC rules applicable
to boards of directors in general and compensation committees in particular. In addition, at least two members of the Compensation Committee
qualify as "non-employee directors" for purposes of Rule 16b-3 under the Exchange Act.

 The
Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices, and meets regularly throughout
the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, and compliance rules
and best practices. With respect to executive compensation, the Compensation Committee:

 annually
 reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers;

 evaluates,
 as a committee or together with the other independent directors (as directed by the Board), the performance of our CEO and other
 executive officers in light of such corporate goals and objectives, as well as their individual achievements;

 approves
 and recommends to our Board for approval of the compensation of our CEO and other executive officers based on this evaluation; and

 periodically
 reviews and approves of all elements of our CEO's and other executive officers' compensation, including cash-based and
 equity-based awards and opportunities, as well as any employment agreements and severance agreements, change in control agreements
 and special or supplemental compensation and benefits.

 Nominating
Committee

 The
members of our Nominating Committee are Messrs. Gooding, Jordan and Hassan. Mr. Gooding is the chairman of our Nominating Committee.
All members of the Nominating Committee are "independent" in accordance with the Nasdaq Rules and SEC rules applicable to
boards of directors in general and nominating committees in particular.

nominations are approved by a vote of a majority of our directors, each of whom is independent, as required under the Nasdaq rules and
regulations. We believe that the current process in place functions effectively to select director nominees who will be valuable members
of our Board of Directors.

 We
identify potential nominees to serve as directors through a variety of business contacts, including current executive officers, directors
and stockholders. We may, to the extent they deem appropriate, retain a professional search firm and other advisors to identify potential
nominees.

 We
believe that our Board as a whole should encompass a range of talent, skill, and expertise enabling it to provide sound guidance with
respect to our operations and interests. Our independent directors evaluate all candidates to our Board by reviewing their biographical
information and qualifications and having each candidate vetted by outside legal counsel.

 Code
of Business Conduct and Ethics and Corporate Governance Guidelines

 Corporate
Governance Guidelines. To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to
ensure that the necessary policies and procedures are in place to facilitate the Board's review and make decisions with respect
to the Company's business operations that are independent from management. The Corporate Governance Guidelines set forth the practices
regarding Board and committee composition, selection and performance evaluations; Board meetings; director qualifications and expectations,
including with respect to continuing education obligations; and management succession planning, including for the CEO.

 Code
of Business Conduct and Ethics. We maintain a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable
to all of our directors, officers and employees, including our Chairperson, CEO and other members of management. The Code of Conduct
sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations,
timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior. The
Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC.
If the Company ever were to amend or waive any provision of the Code of Conduct and that applies to the Company's principal executive
officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to
satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set
forth above rather than by filing a Current Report on Form 8-K. Amendments to the Code of Conduct must be approved by our Board and will
be promptly disclosed (other than technical, administrative or non-substantive changes) on our website. A copy of the Code of Conduct
will be provided free of charge by making a written request and mailing it to our corporate headquarters offices to the attention of
our Compliance Manager.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company's
common stock to file initial reports of ownership (Forms 3) and reports of changes in ownership (Forms 4 and 5) with the SEC. Based solely
on our review of copies of such reports and on written representations from our executive officers and directors, we believe that none
of our executive officers and directors complied with their Section 16(a) filing requirements during our fiscal year ended December 31,
2023 following the Operational Cessation.

 Item
11. Executive Compensation.

 This
section discusses the material components of the executive compensation program for the executive officers of Lottery.com who were "named
executive officers," or NEOs for fiscal 2023. This discussion may contain forward-looking statements that are based on our current
plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt
may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

 As
an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting
companies" as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure
for our principal executive officer and its two other most highly compensated executive officers, referred to herein as our NEOs.

 Introduction

 The
primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead
our Company. Our NEOs for fiscal 2023 are:

 McGahan CEO and former CEO Mark Gustavson

 Our
 executive officers, Gregory Potts, COO and Robert Stubblefield, CFO

 Summary
Compensation Table

 The
following table provides summary information concerning compensation of our named executive officers for services rendered to us during
the years noted.

 Non-Equity

 Stock

 Option

 Incentive
 Plan

 All
 Other

 Name
 and Principal Position

 Year

 Salary (1)

 ($)

 Bonus

 ($)(3)

 Awards (2)

 ($)

 Awards

 ($)

 ($)

 ($)

 Total

 ($)

 McGahan, CEO

 2023

 220,673

 131,923

 —
 (4)

 —

 352,596

 Mark
 Gustavson, Former CEO

 2023

 140,770

 —

 —

 —

 —

 —

 140,770

 Tony
 DiMatteo, Former CEO

 2022

 269,231

 227,740

 496,971

 Sohail
 S. Quraeshi, Former CEO

 2022

 —

 —

 —

 —

 —

 —

 284,993

 Robert
 Stubblefield, CFO

 2023

 180,248

 31,995

 72,750

 Edward
 Moffley, Former CFO

 2022

 —

 —

 —

 —

 —

 —

 284,993

 Gregory
 Potts, COO

 2023

 204,680

 4,170

 72,750

 281,600

 Ryan
 Dickinson

 2022

 250,000

 227,740

 —

 477,740

 Former
 CFO and President

 —

 __

 —

 —

 —

 —

 Clemenson

 2022

 250,000

 227,740

 —

 —

 —

 —

 477,740

 Former
 CRO

 (1)

 Amounts
 reflect the NEO's base salary earned during the fiscal year presented.

 (2)

 USD
 value of stock awards. Amount represents the aggregate grant date fair value of common stock share awards made to the named executive
 officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("Topic
 718"). As required by SEC rules, awards are reported in the year of grant. For more information, see " Narrative Disclosure
 to Summary Compensation Table — Supplemental Table " below.

 (3)

 Refers
 to any annual bonus, each of which is subject to the approval of the Compensation Committee of the Board.

 (4)

 125,000
 S-8 shares are reserved for later issuance.

 Narrative
Disclosure to Summary Compensation Table

Awards

 On
October 10, 2023, the Board approved the "2023 Employees Directors and Consultants Stock Issuance and Option Plan" (the "Plan")
in order for the Company to be able to attract and retain key personnel and to provide a means whereby certain directors, officers, employees,
consultants and advisors of the Company can acquire and maintain an equity interest in the Company, or be paid incentive compensation,
which may be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company
and its Affiliates and aligning their interests with those of the Company's stockholders.

 As
a result of the Board's approval of the Plan, S-8 common stock was awarded to Matthew McGahan, CEO, who received a 125,000 share
common stock grant (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common stock and Greg Potts, COO, received
25,000 shares of common stock. Ryan Peterson, EVP of Technology, is to receive 25,000 shares of common stock which are yet to be issued.

 Fiscal
2022

 There
were no equity awards granted to our named executive officers during fiscal 2022.

 Cash

 Base
Salary

 Base
salaries are generally set at levels deemed necessary to attract and retain our executives. We provide each named executive officer with
a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of
compensation while other compensation elements may be variable. Base salaries are generally reviewed annually and may be increased based
on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive
officer, company performance, any change in the executive's position within our business, the scope of their responsibilities and
market data. For fiscal 2023, the amounts earned by our named executive officers are shown in the Summary Compensation Table above.

 Bonuses

 In
addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed and/or retention bonuses
at the discretion of the Compensation Committee.

 Retirement
Benefits, and Termination and Change in Control Provisions at December 31, 2023 and 2022

 There
were no pension or retirement benefits pursuant to any existing plan provided or contributed to by the Company or any of its subsidiaries.
In addition, there were no termination and change in control provisions in effect for our NEOs.

 Outstanding
Equity Awards at December 31, 2023

 Of
our executive officers, Matthew McGahan, CEO, Robert Stubblefield, CFO and Gregory Potts, COO, each received equity awards in 2023. Matthew
McGahan, CEO, received a 125,000 share common stock grant (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common
stock and Gregory Potts, COO, received 25,000 shares of common stock. Ryan Peterson, EVP of Technology, is to receive 25,000 shares of
common stock which are yet to be issued.

 DIRECTOR
COMPENSATION

 On
July 14, 2023, our Board approved a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director
($72,000 USD per year). Notwithstanding this program adopted by our Board, total cash fees paid to our directors during fiscal 2023 were
$60,000 USD.

 The
following table sets forth the total compensation paid to each of our non-employee directors for their service on the Board during fiscal
2023:

 Directors Fees Earned

 Stock Awards

 Total

 Name (1)

 ($)(8)

 ($)

 ($)

 Matthew McGahan (2)

 171,571

 -0-

 171,571

 Barney Battles(3)

 169,859

 -0-

 169,,859

 Christopher Gooding (4)

 113,174

 -0-

 113,174

 Paul S. Jordan (5)

 117,286

 -0-

 117,286

 Tamer T. Hassan (6)

 117,286

 -0-

 117,286

 Nick Kounoupias (7)

 19,643

 -0-

 19,643

 Naila Chowdhry (8)

 12,000

 -0-

 12,000

 (1)
 Represents
 all non-employee directors who served on our Board during fiscal 2023. Amounts accrued per
 director each include a $85,000 USD initial fee.

 (2)
 Mr.
 McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director
 until his initial appointment as Interim CEO, on July 20, 2023. During said time, Mr. McGahan
 received accrued compensation for his service on the Board during fiscal 2022 and 2023 at
 the rate of $6,000 USD per month as any other director. No stock was awarded to him pertaining
 to his role as an non-employee director, only in relation to his role as CEO of the Company.

 (3)
 Mr.
 Battles was appointed to our Board on November 3, 2022. Mr. Battles received accrued compensation
 for his service on the Board during fiscal 2022 and 2023 at the rate of $6,000 USD per month.

 (4)
 Mr.
 Gooding was appointed to our Board on August 10, 2023 and received accrued compensation at
 the rate of $6,000 USD per month.

 (5)
 Mr.
 Jordan was appointed to our Board on July 20, 2023 and received accrued compensation at the
 rate of $6,000 USD per month.

 (6)
 Mr.
 Hassan was appointed to our Board on July 20, 2023 and received accrued compensation at the
 rate of $6,000 USD per month.

 (7)
 Mr.
 Kounoupias, appointed an independent outside director on April 4, 2023, resigned from our
 Board on August 7, 2023.

 (8)
 Ms.
 Chowdhry, an independent outside director, resigned from our Board on March 9, 2023.

 (9)
 Of
 the aggregate total accrual for our Board, of the "Fee Earned or Paid in Cash",
 only $60,000 of the accrual was
paid on December 18, 2023.

Committee Interlocks and Insider Participation

 None
of the individuals who served as a member of the Compensation Committee during fiscal 2023 is, or has ever been, an officer or employee
of the Company or any of its subsidiaries or has or had any relationship with the Company requiring disclosure under Item 404 of Regulation
S-K under the Exchange Act. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board
of directors or the compensation committee of any other entity that has or has had one or more executive officers serving on our Board
or our Compensation Committee.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table shows information with respect to the beneficial ownership of our common stock as of December 31, 2023, for:

 each
 person known to us to own beneficially 5% or more of our outstanding common stock;

 each
 of our directors or director nominees;

 each
 of our NEOs; and

 all
 of our directors and executive officers as a group.

 As
of December 31, 2023, there were 2,895,770 shares of our common stock outstanding. Except as indicated by footnote and subject to community
property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by them:

 The
amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial
ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has
or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person
is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60
days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage,
but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a
beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has
no economic interest.

 DIRECTORS, NAMED EXECUTIVE OFFICERS AND 55 STOCKHOLDERS (1)

 AMOUNT AND NATURE OF BENEFICIAL

 OWNERSHIP

 PERCENT
 OF COMMON STOCK
 OUTSTANDING

 OFFICERS AND DIRECTORS

 Matthew McGahan, CEO, Director

 -0-

 -0-

 Robert Stubblefield, CFO

 25,000

.865
 %

 Greg Potts, COO

 25,000

.865
 %

 Barney Battles, Director

 -0-

 -0-

 Christopher Gooding, Director

 -0-

 -0-

 Paul S. Jordan, Director

 -0-

 -0-

 Tamer T. Hassan, Director

 -0-

 -0-

 5% STOCKHOLDERS

 Tony DiMatteo(2)

 74,474

 2.6
 %

 Matt Clemenson(3)

 314,474

 10.8
 %

 Ryan Dickinson

 116,964

 4.0
 %

 DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (SEVEN PERSONS)

 1.73
 %

 (1)

 The
 business address of each of these stockholders is c/o Lottery.com Inc., 20808 State Hwy 71 W, Unit B, Spicewood, TX 78669.

 (2)

 Interests
 shown are held by ALD Holdings Group, LLC ("ALD Holdings"). Mr. DiMatteo may be deemed to beneficially own the shares
 held by ALD Holdings.

 (3)

 Interests
 shown are held by MC Holdings, LLC ("MC Holdings"). Mr. Clemenson may be deemed to beneficially own the shares held by
 MC Holdings.

 (4)

 Interests
 shown held by RD Holdings Group, LLC. Mr. Dickinson may be deemed to beneficially own the shares held by RD Holdings Group, LLC.

Compensation Plan Information

 The
following table summarizes share and exercise price information about the Company's equity compensation plans as of December 31,
2023.

 Number of Securities to be Issued Upon
 Exercise of Outstanding Options, Warrants and Rights

 Weighted Average Exercise Price of
 Outstanding Options, Warrants and Rights

 Number of Securities Remaining
 Available for Future Issuance Under Equity Compensation Plans

 Equity Compensation plans approved by security holders (1)

 —

 —

 13,130,368

 (1)

 Relates
 only to the Lottery.com 2021 Incentive Plan.

 In
connection with the Business Combination, the Board and stockholders approved the Lottery.com 2021 Incentive Plan, which enables the
Company to grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock
units, unrestricted stock, other share based awards and cash awards to directors, employees, consultants and advisors to improve the
ability of the Company to attract and retain key personnel upon whom the Company's sustained growth and financial success depend,
by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Investor
Rights Agreement

 Simultaneously
with the closing of the Business Combination on October 29, 2021 (the "Business Combination Closing"), the Company entered
into an investor rights agreement (the "Investor Rights Agreement") with the initial stockholders of Trident Acquisition
Corp. and certain stockholders of AutoLotto, including Lawrence Anthony DiMatteo III, our former chief executive officer, and Matthew
Clemenson, our former chief revenue officer (collectively, the "Stockholder Parties"). Pursuant to the Investor Rights Agreement,
such parties agreed to vote or cause to be voted all shares owned by them or take such other necessary action to ensure that (i) our
Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the "Initial
Stockholders Director") and the remaining directors nominated by the AutoLotto stockholders (the "AutoLotto Directors")
would be elected to our initial Board, with the Initial Stockholders Director designated as a Class II director, and (iii) following
the nomination of our initial Board, neither the Initial Stockholders nor the AutoLotto Stockholders shall have ongoing nomination rights,
except that in the event that a vacancy is created on our Board at any time by the death, disability, resignation or removal of the Initial
Stockholders Director or any AutoLotto Director during their initial term, then (x) the AutoLotto Stockholders, with respect to a vacancy
created by the death, disability, resignation or removal of an AutoLotto Director, or (y) the Initial Stockholders, with respect to a
vacancy created by the death, disability, resignation or removal of an Initial Stockholders Director, will be entitled to designate an
individual to fill the vacancy. In addition, the Investor Rights Agreement provides that we will register for resale under the Securities
Act, certain shares of Common Stock and other equity securities that are held by the parties thereto from time to time as well as other
customary registration rights for the parties thereto. The Investor Rights Agreement was terminated in connection with the Woodford Loan
Agreement.

Independence and Independence Determinations

 The
Board has established the Corporate Governance Guidelines to assist it in making independence determinations for each director of our
Board. The Corporate Governance Guidelines define an "independent director" to align with the definition provided under the
corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the "Nasdaq Rules"). Under Nasdaq Rule 5605(a)(2),
a director is not independent unless the Board affirmatively determines that they do not have a direct or indirect relationship which,
in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director
of the Company. Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements
under applicable SEC rules and Nasdaq Rules.

 It
is the policy of the Board to make affirmative independence determinations for all directors at least annually in connection with the
preparation of the Company's proxy statement. In making independence determinations, the Board will broadly consider all relevant
facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2).

 The
Board undertook its annual review of director independence. As a result of this review, the Board affirmatively determined that Messrs.
Battles, Gooding, Jordan and Hassan are independent within the meaning of the Nasdaq Rules, including with respect to their respective
committee service. The Board has determined that each member of the Audit Committee is "independent" for purposes of service
on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and that each member of the Compensation Committee is "independent" for purposes of service on the Compensation Committee
in accordance with Section 10C(a)(3) of the Exchange Act.

 Item
14. Principal Accounting Fees and Services.

 Audit
Fees

 On
September 27, 2022, Armanino LLP ("Armanino") resigned as the independent registered public accounting firm of the Company,
effective immediately. On October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC ("Yusufali")
as the Company's new independent registered public accounting firm, effective immediately, for the fiscal year ended December 31,
2022. For fiscal 2023, Yusufali continues its engagement for the Company as its independent registered public accounting firm The following
table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2022 and December 31, 2023 by Yusufali:

 2022

 2023

 Audit Fees (1)

 $
 200,000

 $
 200,000

 Audit-Related Fees (2)

 Tax Fees (3)

 All Other Fees (4)

 —

 —

 Total:

 $
 300,000

 $
 300,000

 (1)
 Audit
 Fees represent the aggregate fees billed for professional services rendered for the audits
 of the annual financial statements and the Company's internal control over financial
 reporting; for review of the consolidated financial statements included in the Company's
 Quarterly Reports on Form 10-Q filings; for the audits and reviews of certain of our subsidiaries;
 and for services that are normally provided by the independent registered public accounting
 firm in connection with statutory and regulatory filings.

 (2)
 Audit-Related
 Fees represent the aggregate fees billed for assurance and other services related to the
 performance of the audit or review of our consolidated financial statements and that are
 not reported under paragraph (1) above. These services include due diligence related to mergers
 and acquisitions and consultation concerning financial accounting and reporting standards.

 (3)
 Tax
 Fees represent the aggregate fees billed for international tax compliance, tax advice, and
 tax planning services.

 (4)
 All
 Other Fees represent fees billed for all other services.

 Audit
Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm

 The
Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The
Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating
the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting
firm. In addition, and pursuant to its charter and the Company's Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee
annually reviews and pre-approves the audit services to be provided by Yusufali & Associates, LLC, and also reviews and pre-approves
the engagement of Yusufali for the provision of other services during the year, including audit-related, tax and other permissible non-audit.
For each proposed service, the Company's management and the independent registered public accounting firm are required to jointly
submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination
as to whether the provision of such services would impair the independent registered public accounting firm's independence, and
whether the fees for the services are appropriate.

in Independent Registered Public Accounting Firm

 Resignation
of Armanino LLP

 As
previously disclosed in the Current Report on Form 8-K filed with the SEC on October 12, 2022 (the "October 12, 2022 Form 8-K"),
the Audit Committee approved on October 7, 2022 the engagement of Yusufali as the Company's independent registered public accounting
firm for the fiscal year ended December 31, 2022, effective on the same day. As previously disclosed in the Current Report on Form 8-K
filed with the SEC on October 6, 2022 (the "October 6, 2022 Form 8-K"), Armanino resigned as the Company's independent
registered public accounting firm on September 27, 2022, effectively immediately.

 As
previously disclosed in the October 6, 2022 Form 8-K, Armanino's report on the Company's financial statements for the fiscal
years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope or accounting principles. In addition, there were no disagreements between the Company and
Armanino on accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved
to the satisfaction of Armanino, would have caused them to make reference to the disagreement in their report for such period, or any
subsequent interim period preceding Armanino's resignation. However, on July 20, 2022, the Company was advised by Armanino, its
registered independent public accountant for the fiscal year ended December 31, 2021, that the audited financial statements for the year
ended December 31, 2021, and the unaudited financial statements for the quarter ended March 31, 2022, should no longer be relied upon.
Armanino advised and determined subsequent to the audit and review of such financial statements, respectively, that a Company subsidiary
entered into a line of credit in January 2022 that was not disclosed in the footnotes to the December 31, 2021 financial statements and
was not recorded in the March 31, 2022 financial statements.

 As
previously disclosed in the October 6, 2022 Form 8-K, during the Company's two audited fiscal years ended December 31, 2021 and
December 31, 2020, and the subsequent interim period through September 27, 2022, Armanino identified the following reportable events
of the type described in Item 304(a)(1)(v) of Regulation S-K: based on Armanino's evaluation of the facts and circumstances pertaining
to matters disclosed in the Company's recent Form 8-K filings regarding the resignations of certain officers and directors, Armanino
is unable to rely on the representations of management.

 The
Company provided Armanino with a copy of the foregoing disclosures and has requested that Armanino furnish the Company with a letter
addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Armanino's letter,
dated October 7, 2022, was filed as Exhibit 16.1 to the amendment to the October 12, 2022 Form 8-K.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (1)
Financial Statements

 The
consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Report.

 (2)
Exhibits

 The
exhibits listed below are filed as part of this Report or incorporated herein by reference to the location indicated.

 Exhibit

 Number

 Description

 2.1

 Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on February 23, 2021).

 3.1

 Second Amended and Restated Certificate of Incorporation of Lottery.com Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 3.2

 Amended and Restated Bylaws of Lottery.com Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 4.1

 Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018).

 4.2

 Description of Capital Stock (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.1

 Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.'s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-223655) filed by Lottery.com with the SEC on May 21, 2018).

 10.2

 Stock Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018).

 10.3

 Services Agreement, dated as of March 10, 2020, by and between AutoLotto, Inc. and Master Goblin Games LLC (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-4 (Reg. No. 333-257734), filed by Lottery.com with the SEC on October 5, 2021).

 10.4

 Amendment No. 1 to Services Agreement, dated as of June 28, 2021, by and between AutoLotto, Inc. and Master Goblin Games LLC (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-4 (Reg. No. 333-257734), filed by Lottery.com with the SEC on October 5, 2021).

 10.5

 Investor Rights Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.12 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.6

 Initial Stockholder Forfeiture Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.7#

 Employment Agreement, dated as of February 21, 2021, by and between Lawrence Anthony DiMatteo III and AutoLotto, Inc. (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.8#

 Employment Agreement, dated as of February 21, 2021, by and between Matthew Clemenson and AutoLotto, Inc. (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.9#

 Amendment to Employment Agreement, dated March 23, 2022, by and between Matthew Clemenson and Lottery.com (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.10#

 Employment Agreement, dated as of February 21, 2021, by and between Ryan Dickinson and AutoLotto, Inc. (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.11#

 Amendment to Employment Agreement, dated March 23, 2022, by and between Ryan Dickinson and Lottery.com (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.12#

 Employment Agreement, dated as of March 19, 2021, by and between Kathryn Lever and AutoLotto, Inc. (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.13#

 Amendment to Employment Agreement, dated as of March 28, 2022, by and between Kathryn Lever and Lottery.com Inc. (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.14#

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.15#

 AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.16#

 Form of Restricted Stock Award Agreement under the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.9 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 10.17#

 Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-4 (Reg. No. 333- 257734), filed by Lottery.com with the SEC on October 5, 2021).

 10.18#

 Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.19#

 Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.20#

 Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

 10.21#

 Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 22, 2022).

 10.22#

 Consulting Agreement by and between AutoLotto, Inc. dba Lottery.com and Simpexe, LLC, specifically Harry Dhaliwal, dated July 1, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 6, 2022).

 10.23+

 Master Affiliate Agreement, dated as of October 2, 2021 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 16, 2022).

 10.24

 Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

 10.25

 Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

 10.26*

 Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

 10.27**

 Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

 10.28

 Business Loan Agreement dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

 10.29

 $30,000,000 Promissory Note dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

 10.30*

 Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

 21.1*

 List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
 copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. any of the omitted
 schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

 +

 portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted
 copy of the exhibit to the SEC upon its request.

 #

 Indicates
 management contract or compensatory plan or arrangement.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 INC.

 Date:

 By:

 /s/
 Matthew McGahan

 Name:

 McGahan

 Title:

 Chief
 Executive Officer

 (Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/
 Matthew McGahan

 Chief
 Executive Officer

 Matthew McGahan

 (Principal
 Executive Officer)

 /s/
 Matthew McGahan

 Chairman
 of the Board

 McGahan

 /s/
 Barney Battles

 Barney
 Battles

 /s/
 Christopher Gooding

 Christopher
 Gooding

 /s/
 Paul S. Jordan

 Paul
 S. Jordan

 /s/
 Tamer T. Hassan

 Tamer
 T. Hassan