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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C., 20549

 FORM 10-K

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

 For the fiscal year ended September 30, 2023

 OR

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

 For the transition period from _________________
to ___________________

 Commission File Number: 001-40334

 EBET, Inc.

 (Exact Name of Registrant as Specified in its
Charter)

 Nevada

 85-3201309

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S.
 Employer Identification No.)

 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
 NV 89169

 (Address of Principal Executive Offices) (Zip
Code)

 Registrant's Telephone Number, including
Area Code: (888) 411-2726

 Securities registered pursuant to Section 12(b) of the Exchange Act:
None.

 Securities registered pursuant to Section 12(g) of the Exchange Act:
 Common Stock, par value $0.001.

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

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

 Indicate 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
periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate 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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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. (check one)

 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.

 Indicate 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.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to § 240.10D-1(b).

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

 The aggregate market value of the registrant's voting equity
held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold as of the last business
day of the registrant's most recently completed second fiscal quarter, was $ 5,189,593. In determining the market value of the voting
equity held by non-affiliates, securities of the registrant beneficially owned by directors, officers and 10% or greater shareholders
of the registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 The number of shares of the registrant's common stock outstanding
as of January 11, 2024 was 14,979,642.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of this registrant's definitive proxy statement for
its 2024 Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after the end of the registrant's fiscal
year are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

 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 Risks

 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 Accountant Fees and Services

 ITEM 15.

 Exhibits, Financial Statement Schedules

 Exhibit Index

 ITEM 16.

 10-K Summary

 Signatures

 i

 References in this Form 10-K to "we",
"us", "its", "our" or the "Company" are to EBET, Inc., as appropriate to the context.

 Cautionary Statement About
Forward-Looking Statements

 We make forward-looking statements under the "Risk
Factors," "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations"
and in other sections of this report. In some cases, you can identify these statements by forward-looking words such as "may,"
"might," "should," "would," "could," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "predict," "potential" or "continue,"
and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown
risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies
and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about
future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ
materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In
particular, you should consider the numerous risks and uncertainties described under "Risk Factors".

 While we believe we have identified material risks,
these risks and uncertainties are not exhaustive. Other sections of this report may describe additional factors that could adversely impact
our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties
emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all 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.

 Although we believe the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of
any of these forward-looking statements. You should not rely upon forward looking statements as predictions of future events. We are
under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to
actual results or revised expectations, and we do not intend to do so.

 Forward-looking statements include, but are not
limited to, statements about:

 our ability to successfully incorporate the acquired assets from Aspire Global;

 our ability to maintain compliance with our debt obligations (or obtain future waivers from such compliance) including but not limited to third party invoices as they become due;

 our ability to obtain additional funding to develop additional services and offerings;

 compliance with obligations under intellectual property licenses with third parties;

 market acceptance of our new offerings;

 competition from existing online offerings or new offerings that may emerge;

 our ability to establish or maintain collaborations, licensing or other arrangements;

 our ability and third parties' abilities to protect intellectual property rights;

 our ability to adequately support future growth; and

 our ability to attract and retain key personnel to manage our business effectively.

 We caution you not to place undue reliance
on the forward-looking statements, which speak only as of the date of this report in the case of forward-looking statements contained
in this report.

 You should not rely upon forward-looking statements
as predictions of future events. Our actual results and financial condition may differ materially from those indicated in the forward-looking
statements. We qualify all of our forward-looking statements by these cautionary statements. Although we believe that the expectations
reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Therefore, you should not rely on any of the forward-looking statements. In addition, with respect to all of our forward-looking statements,
we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995.

 ii

 Item 1.

 Business.

 Overview

 We operate platforms to provide
a real money online gambling experience focused on i-gaming including casino, sportsbook and esports events. The Company operates under
a Curacao gaming sublicense and under operator service agreements with Aspire Global plc ("Aspire") allowing EBET to provide
online betting services to various countries around the world.

 Aspire Global Plc's ("Aspire") Business to Consumer
("B2C") Business

 In order to accelerate the growth and expand market
access for our esports product offerings, on November 29, 2021, we acquired Aspire's B2C Business.

 The acquisition of Aspire's B2C business
was intended to provide the following strategic benefits:

 ownership of a portfolio of B2C proprietary online casino and sportsbook brands consisting of Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP;

 operator service
 agreements with Aspire who provides the on-line gaming platform and a managed services offering, including customer service,
 customer on-boarding and payment processing ensuring operational stability and continuity.

 Our gaming sub-license from the Curacao Gaming
Authority and the licenses made available to us from the acquisition of the Aspire B2C business allows us to accept wagers from residents
in certain territories throughout the world.

 Focus on i-Gaming Operations

 During the quarter ending September 30, 2022, the
Company halted further development of its esports products and platform. These efforts have resulted in an increased focus on the Company's
i-gaming business and the halting of further investment in the Company's esports products and technologies. As a result of the Company's
actions as referenced above, it does not expect to launch its esports products in the foreseeable future.

 Recent Developments

 On April 27, 2023, the Company
was notified by its gaming platform operator services provider Aspire Global plc ("Aspire") that the gaming regulatory authority
in Germany had sent a letter received by Aspire on April 25, 2023 stating that Aspire would be required to shut down activity of its gaming
operations in Germany effective as of 10 days from receipt of said letter until such time as Aspire was otherwise granted a license to
operate in Germany. Aspire informed the Company that although it sought an extension of the requested shutdown deadline, it was not successful
in receiving an extension of time and/or any form of other relief from this request. In order to meet the subject German regulator requirement,
Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by the Company that operate in Germany
were shut down on that date. During the year ended September 30, 2023 and 2022 revenue generated in German markets was $9,686,372
and $17,555,683, respectively. During the same periods gross profit contributed from the German markets was $2,775,605 and $3,741,443,
respectively. As of September 30, 2023, the Company determined that its intangible assets and goodwill were impaired as a result of the
loss of the gaming websites owned by the Company that operate in Germany after being shut down in May 2023, and the overall decline in
the Company's results of operations throughout the fiscal year. The Company recognized a total impairment loss of $44,917,891, consisting
of $24,790,233 related to goodwill and $20,127,658 related to intangible assets, primarily indefinite lived assets and customer relationships,
which were fully impaired as of September 30, 2023.

 On June 7, 2023, the Board
of Directors of the Company created a Strategic Alternatives Committee to review and evaluate potential strategic alternatives in its
sole discretion and exercise related powers that are typical of such committees. The directors who are members of the Strategic Alternatives
Committee are Christopher Downs (the Chairman), Dennis Neilander and Michael Nicklas. On June 30, 2023, the Compensation Committee and
the Strategic Alternatives Committee reviewed and approved the payment of compensation to members of the Strategic Alternatives Committee
in addition to the Company's standard compensation arrangements for non-employee directors, the Strategic Alternatives Committee
recommended that the full Board approve it, and the Board did so. Under this plan, the Chairman of the committee will receive a monthly
retainer of $15,000 and the other two members of the committee will receive a monthly retainer of $12,000. These fee arrangements will
be reevaluated if the committee remains in place after six months.

 On June 28, 2023, based on the approval of the
Strategic Alternatives Committee, that committee's favorable recommendation to the Board, and the Board's subsequent approval,
the Company hired Houlihan Lokey Capital, Inc. ("Houlihan") as the Company's exclusive financial advisor to provide
financial advisory and investment banking services in connection with one or more of a sale, recapitalization, restructuring or any other
financial transactions involving the Company. The continued engagement of Houlihan is required by the Lender during the term of the Forbearance
Agreement discussed below.

 On June 30, 2023, the Company,
the subsidiaries of the Company and CP BF Lending, LLC ("Lender") entered into a forbearance agreement (the "Forbearance
Agreement"). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as of June 30, 2023, it was
in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default
rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights
and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023, which has been
extended by the Lender as described in the following paragraphs, or until a termination event occurs pursuant to the Forbearance Agreement.
A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company or any Guarantor,
the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor to perform any material
requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender agreed, among other items,
not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial consideration for the
Lender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points of the outstanding
principal amount of the Loan (or $130,425), which amount was added to the principal balance of the loan. In addition, on June 30, 2023,
the Company made a prepayment of the Loan in the amount of $2.0 million, which in turn reduced the minimum cash balance requirement under
the Credit Agreement to $0.

 On
September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance
Agreement (the "Forbearance Amendment No. 1"). The Amendment extended the Forbearance Date from September 15, 2023 until October
31, 2023. As partial consideration for the Lender agreeing to enter into the Amendment, the Company paid a forbearance fee of $90,000,
which was added to the outstanding principal amount of the Loan.

 In connection with the Forbearance
Amendment No. 1, the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the "Revolving
Note"), with any advances under the Revolving Note to be made in the sole discretion of the Lender. On
September 29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company paid
Lender a fee of $40,000 in connection with the increase. The Revolving Note has a maturity date of November 29, 2024 and carries
an interest rate of 15.0% per annum, provided that upon an occurrence of default the interest rate will increase to the default rate under
the Loan. The Revolving Note is an Obligation as defined in the Credit Agreement and as such is secured by the collateral in which the
Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan. All discretionary advances
shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately
due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance Agreement, or the
maturity date of the Revolving Note, unless otherwise extended by the Lender. As of September 30, 2023, the outstanding balance on the
Revolving Note was $1,690,000.

 On October 1, 2023, the Company,
the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the "Forbearance
Amendment No. 2"). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and
provided that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding
principal balance of the Loan. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance
Amendment No. 2 further added that the Company's suspension from trading or failure to be listed on the Nasdaq Capital Market for
more than 30 calendar days would constitute a Termination Event under the Forbearance Agreement as amended. Pursuant to Forbearance Amendment
No. 2, the Company agreed that to the extent it receives net proceeds from or in connection with a judgment, settlement or other in or
out of court resolution of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed
below) of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to
the payments set forth in subsection (i)) in excess of $50.0 million. On November 11, 2023, Lender provided the Company with an extension
of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023 and on
December 19, 2023, the Lender provided the Company with an additional extension of 40 days.

 On January 9, 2024, the Company,
the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the "Amendment No. 3").
The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional
loan availability under a use of proceeds that including working capital as well as funding for our litigation matters, materially including
our litigation against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended
and restated note conversion option agreement (the "Conversion Agreement"), pursuant to which the Company agreed that the
Lender shall have the right to convert the principal balance and accrued interest under the Loan and Revolving Note into shares of Company
common stock at a conversion price of $0.116 per share (subject to adjustment for stock splits, stock dividends and other similar events).
The foregoing conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument
the Company issues to any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the
Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock
beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately
after giving effect to the conversion, which percentage may be increased or decreased at the holder's election provided any adjustment
would not become effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender
of the shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender's request,
and to use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To
the extent that the Company does not have sufficient authorized shares of common stock to allow for the full conversion permitted by the
Conversion Agreement, upon the Lender's request, the Company will be required to use its reasonable best efforts to obtain approval
of an increase in the Company's authorized shares from its shareholders. During any period of time that the Company does not have sufficient
authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing
any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was
reset to $0.116 per share.

 Due to a failure to meet the
Nasdaq Stock Market listing standards, the Company's common stock was delisted from The Nasdaq Capital Market on October 13, 2023.
The Company's common stock was initially traded on the OTC Pink Sheets until December 6, 2023, when the Company began trading on
the OTCQB exchange.

 Market for i-Gaming Gambling

 Online gambling has been
legalized by various countries globally owing to employment opportunities and more tax revenue for local and state governments. According
to Mordor Intelligence, the European online gambling market is forecasted to be $52.3 billion for 2024 and is expected to reach $88.2
billion by 2029, potentially registering a compound annual growth rate ("CAGR") of 11.01%. According to Mordor intelligence,
the US online gambling (i-gaming) market is expected to reach USD $10.98 billion by 2029, a potential CAGR of 16.52% from 2024 to 2029.
The growing consumer adoption of betting apps and free to play models in online gambling are among major factors expected to drive market
growth in the coming years. The development can be ascribed to the legalization of gambling in various European countries, including
UK, Italy, Malta, France, Spain, and Germany. Other regions such as the US, Canada and Asia are recording higher CAGR figures.

 Increased smartphone and internet penetration
and easy access to casino gaming platforms is positively influencing the market statistics. Moreover, the availability of cost-effective
betting applications is expected to favor the market growth over the forecast period. Online casino and sportsbook operators emphasize
developing information solutions that support and assist gamblers, safeguard the authenticity of gambling activities, and prevent
fraudulent activities. Online gambling sites offer a free-play version of their games, creating growth potential for the business.

 The COVID-19 pandemic played a crucial role in
expediting the online gambling demand as people spent most of their time indoors and opted for online games for their leisure. Additionally,
the availability of secure options for digital payment is also stimulating the adoption of online gambling apps. The market growth may
be further accelerated by the increased adoption of digital currency, and other digital payment methods, and websites provided by betting
and gambling companies.

 Our Products and Services

 We currently operate 6 online wagering brands,
via websites and mobile apps, where we accept deposits and funds from our customers and offer our customers the ability to use those funds
to wager on slot and table games, live casino games as well as virtual sport computer simulated games and sportsbetting.

 Our Technology and Product Development

 In order to create the best real-money wagering
experience for our customers, we have developed a new front-end framework for our brands, and have rolled it out for Karamba. We plan to
roll it out to the rest of the brands in 2024. This new framework will:

 Provide our customers with a much-improved user experience;

 Increase customer acquisition and conversion rates

 Optimize and increase customer retention metrics.

 Our Intellectual Property

 We license software from third parties which we
believe will give us competitive advantages and create valuable and new experiences in the future for customers during their wagering
experience.

 On September 1, 2020, our wholly owned subsidiary,
ESEG Limited, entered into three domain purchase agreements pursuant to which it acquired the following domain names: Esportsbook.com,
Browserbets.com, esportsgames.com, Esportstechnologies.com, Browserbet.com, Fantasyduel.com and Esportsgamers.com.

 We also own dozens of trademarks both in the United
States and internationally and our trademarks and related brands are central to our operations our online wagering brands. Some of our
key trademarks including Karamba, Hopa, Bettarget, Gogawi and derivations thereof.

 Competition

 We operate in the global entertainment and gaming
industries and there is intense competition among online gaming and entertainment providers. A number of established, well-financed companies
producing online gaming products and services compete with our offerings, and other well-capitalized companies may introduce competitive
services.

 Human Capital Resources

 As a multinational technology company with approximately
28 employees and contractors located in 7 countries, our business success is driven by our highly skilled workforce. With our global technology
and product team, we are focused on delivering new, innovative and exciting products to our growing base of customers.

 We recognize that engaging and developing our employees
is a key to our success and we rely on attracting and retaining our talent to deliver on our mission. During the year we have implemented
a new human resources system to better understand employees' satisfaction through quarterly performance assessments. These assessments
ensure we understand how we can better deliver on our investments in technology and meet our customers' needs.

 We also offer our employees a competitive compensation
package with health and welfare benefits for our employees and family members. In addition, every employee is eligible for equity awards
to share in our financial success.

 Government Regulation

 We are subject to various U.S. and foreign laws
and regulations that affect our ability to operate our product offerings. These product offerings are generally subject to extensive and
evolving regulations that could change based on political and social norms and that could be interpreted in ways that could negatively
impact our business.

 Our gaming sub-license from the Curacao Gaming
Authority and the licenses made available to us from the acquisition of the Aspire B2C business allows us to accept wagers from residents
in certain territories throughout the world. Our focus is to invest and develop our business in Western Europe, Asia and Latin America.
We currently do not have the ability to accept wagers from customers based in the United States.

 The gaming industry is highly regulated and we
must maintain compliance with licenses and pay gaming taxes or a percentage of revenue where required by the jurisdictions in which we
operate in order to continue our operations. Our business is subject to compliance with extensive regulation under the laws, rules and
regulations of the jurisdictions in which we operate. These laws, rules and regulations generally concern the responsibility, financial
stability, integrity and character of the owners, managers and persons with material financial interests in the gaming operations. Violations
of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

 Data Protection and Privacy

 Because we handle, collect, store, receive, transmit
and otherwise process certain personal information of our users and employees, we are also subject to federal, state and foreign laws
related to the privacy and protection of such data.

 With our operations in Europe, we face particular
privacy, data security and data protection risks in connection with requirements of the General Data Protection Regulation of the European
Union (EU) 2016/679 (the "GDPR") and other data protection regulations. Any failure to comply with these rules may result
in regulatory fines or penalties including orders that require us to change the way we process data. In the event of a data breach, we
are also subject to breach notification laws in the jurisdictions in which we operate, including the GDPR, and the risk of litigation
and regulatory enforcement actions.

 We have in the past and may
in the future incur data breaches that adversely affect our operations. During the most recent quarter, we became aware of what appeared
to be unsolicited marketing contacts from unknown third parties offering player incentives on signup to certain of our sites ("Marketing
Contacts"). We investigated these Marketing Contacts both internally and with the assistance of a third-party forensic firm and
were unable to identify the source of any such contact as having occurred on our platform or system. We have no role in the player registration
process and are totally reliant on our platform provider, Aspire, to manage, control and operate such process. Upon first learning of
the Marketing Contacts, we notified Aspire of the issue and continue to monitor the situation with Aspire. To date, we have no reason
to believe that our own internal systems or any system under our control has any issue, weakness or vulnerability – however there
is always a risk that bugs, flaws, hacks, incidents could occur, resulting in unsolicited emails and texts to users and new registrants
on our sites given what has apparently occurred with the Marketing Contacts on the Aspire platform. Although the subject Marketing Contacts
events ceased in November 2023 there is no certainty that such incidents could not occur again.

 Any significant change to applicable laws, regulations,
interpretations of laws or regulations, or market practices, regarding the use of personal data, or regarding the manner in which we seek
to comply with applicable laws and regulations, could require us to make modifications to our products, services, policies, procedures,
notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on our
business.

 Curacao License

 The Curacao Ministry of Justice has only granted
four online gaming Master Licenses. Our license is a sublicense from one of the four master license holders, Gaming Services Provider
N.V. #365/JAZ. The Curacao Ministry of Justice allows an applicant for a sublicense from a Master License holder to operate under the
master license holder's license, so long as they meet certain operating and compliance criteria, including, without limitation,
providing quarterly and annual submissions and conducting "know your customer" procedures. These criteria must be met at the
stage of application as well as on an ongoing basis. As such, so long as we maintain the requisite criteria for holding the sublicense,
as a sublicensee we can enjoy the same privileges and rights that the Master License holder has, but without the ability to issue licenses.

 This single sublicense covers any kind of game
requiring skill or chance, including esports and sports betting. Additionally, it also allows the operator to carry out and offer services
related to i-gaming including aggregators, software providers, and platform operators.

 The entities that evaluate our ongoing compliance
are the Master License holder and the Curacao Gaming Control Board. There is no set standard, to date, to quantify sanctions. These are
reviewed on an individual basis. The framework to suspend a sublicense is based on the severity of the infraction, and includes, not paying
licensing fees, not adhering to policies or resolving customer issues, and not keeping required "know your customer" procedures
up to date. Where direct violations of the sublicense agreement pertain to the compliance with the Master License, suspensions would be
enforced until the sublicense holder has submitted all needed information or documents as requested by the Master License holder or the
Curacao Gaming Board. In addition, any customer complaints that are not resolved could result in a suspension of our sublicense depending
on the severity of the issue. Finally, marketing or accepting players from prohibited countries could result in an immediate suspension
of our sublicense. In such case, we would need to show that IP geo blocking of the countries has been implemented and measures put in
place to ensure we are not accepting customers from said country moving forward.

 Responsible and Safer Gaming

 We view the safety and welfare of our users as
critical to our business and have made appropriate investments in our processes and systems. We are committed to industry-leading responsible
gaming practices and seek to provide our users with the resources and services they need to play responsibly.

 Corporate Structure

 EBET, Inc. was formed in Nevada in September of
2020 and currently has wholly owned subsidiaries in Ireland, Malta, Gibraltar, Israel, Belize, Curacao and Cyprus.

 Available Information

 Our Internet address is ebet.gg. On this
website, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the
U.S. Securities and Exchange Commission ("SEC"): our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our
Current Reports on Form 8-K; our proxy statements related to our annual stockholders' meetings; and any amendments to those reports
or statements. All such filings are available on our website free of charge. The charters of our audit, nominating and governance and
compensation committees and our Code of Business Conduct and Ethics Policy are also available on our website and in print to any stockholder
who requests them. The content on our website is not incorporated by reference into this Form 10-K.

 Item 1A.

 Risk Factors.

 An investment in our securities involves a high
degree of risk. You should consider carefully all of the material risks described below, together with the other information contained
in this Form 10-K. If any of the following events occur, our business, financial condition, results of operations and cash flows may be
materially adversely affected.

 Risks Related to the Company's Business,
Operations and Industry

 Our completed acquisition of the Aspire
assets remains subject to integration risks.

 On November 29, 2021, we completed our acquisition
of Aspire's portfolio of B2C proprietary online casino and sportsbook brands, including Karamba, Hopa, Griffon Casino, BetTarget,
Dansk777, and GenerationVIP.

 Successful integration of Aspire's operations
and personnel into our existing business places an additional burden on management and other internal resources. The diversion of management's
attention and any difficulties encountered in the transition and integration process could harm our business, financial condition, results
of operations and prospects.

 Furthermore, the overall integration of the businesses
may result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customers and other relationships.
The difficulties of combining the operations of the companies include, among others, difficulties in conforming procedures, other policies,
business cultures and compensation structures, assimilating employees, keeping existing customers and obtaining new customers. Our failure
to meet the challenges involved in continuing to integrate the operations of these new assets or to otherwise realize any of the anticipated
benefits of the acquisition could adversely impair our business and operations.

 We are party to a Forbearance Agreement
(including that forbearance agreed pursuant to that certain Amendment to Credit Agreement No. 3) which expires on June 30, 2025, unless
extended by the Lender, and if we are unable to comply with the Forbearance Agreement then the lender could declare a default of the Credit
Agreement wherein we would be required to immediately repay the amounts due under the Credit Agreement.

 On November 29, 2021, we entered
into a Credit Agreement with CP BF Lending, LLC ("Lender") to finance the acquisition of the Aspire assets that we purchased
on the same date, via a term loan in the maximum principal amount of $30.0 million with a maturity of 36 months. On June 30, 2023, we,
our subsidiaries and our Lender with respect to our Senior Notes, entered into a Forbearance Agreement. Pursuant to the Forbearance Agreement,
we acknowledged, among other items, that, as June 30, 2023, we were in default under the Credit Agreement, the Lender had the right to
accelerate the Loan, and the Lender had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance
Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit
Documents until the earlier of September 15, 2023. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy
proceeding by us or any guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by us or any guarantor
to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender
agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest.

 On October 1, 2023, we,
our subsidiaries and the Lender entered into an amendment number 2 to the Forbearance Agreement (the "Forbearance Amendment
No. 2"). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and provides
that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding
principal balance of the Loan. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. Pursuant to
Forbearance Amendment No. 2, we agreed that to the extent we receive net proceeds from or in connection with a judgment, settlement
or other in or out of court resolution of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the
Revolving Note of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds
(prior to the payments set forth in subsection (i)) in excess of $50.0 million.

 The
borrowings under the Credit Agreement are secured by a first priority lien on our assets. If we fail to comply with the terms of the Forbearance
Agreement, the Lender could declare an event of default, which would give it the right to declare all borrowings outstanding, together
with accrued and unpaid interest and fees, to be immediately due and payable. In addition, since the borrowings under the Credit Agreement
are secured by a first priority lien on our assets, upon such an event of default, the Lender may foreclose on our assets.

 Our recurring losses
from operations raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern
requires that we obtain sufficient funding to finance our operations in the near term.

 We have sustained losses from
operations since inception, which as of September 30, 2023, accumulated to $151,158,440, including an operating loss of $65,708,506 and
$32,644,277 for the years ended September 30, 2023 and 2022, respectively, and have a working capital deficit of $60,685,945. We
do not expect to be profitable in the foreseeable future and have had recurring negative cash flows from operations. These net losses
and negative cash flows have had, and will continue to have, an adverse effect on our stockholders' equity and working capital.
The continuation of the Company as a going concern is dependent upon our ability to obtain continued financial support from our stockholders,
necessary equity or debt financing to continue operations and the attainment of profitable operations. These factors, among others, raised
substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain
sufficient funding to finance our operations in the near term. If we are unable to obtain sufficient funding, our business, prospects,
financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.
If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those
assets are carried on our audited financial statements, and it is likely that investors will lose all or a part of their investment. If
we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue
as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable
terms or at all.

 Accordingly, our auditor has concluded that substantial
doubt exists regarding our ability to continue as a going concern. Our audited financial statements appearing at the end of this Annual
Report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the
ordinary course of business. These financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related
to our ability to operate on a going concern basis. In its report on our financial statements for the years ended September 30, 2023
and 2022, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations
and negative cash flows since inception and our need to raise additional funding to finance our operations raise substantial doubt about
our ability to continue as a going concern. The perception that we may not be able to continue as a going concern may cause others to
choose not to deal with us due to concerns about our ability to meet our contractual obligations.

 We are an early development stage company with a limited operating
history and a history of losses.

 Although our predecessor has been in business since
2016, during our predecessor's existence substantially all of our efforts prior to the acquisition of the Aspire i-gaming assets
were focused on developing our technology and intellectual property and operating our first-generation website. As a result, we have generated
limited revenues and have incurred a substantial accumulated deficit as of September 30, 2023. There can be no assurance that we will
generate sufficient revenues leading to profitability. If we cannot achieve our business objectives including working with our Lender
in connection with amending certain financial covenants contained in the Credit Agreement, raising additional capital and reducing our
gaming platform services fees, investors in our shares will likely suffer a loss of their entire investment.

 We have a new business model, which makes it difficult for us
to forecast our financial results, creates uncertainty as to how investors will evaluate our prospects, and increases the risk that we
will not be successful.

 We have a new business model and are in the process
of developing new offerings, expanding our existing i-gaming offerings and related jurisdictions and developing other revenue sources
from the monetization of our business intelligence and otherwise. Accordingly, it will be difficult for us to forecast our future financial
results, and it is uncertain how our new business model will affect investors' perceptions and expectations with respect to our
business and economic prospects. Additionally, our new business model may not be successful. Consequently, you should not rely upon any
past financial results as indicators of our future financial performance.

 Our current and future online offerings are part of new and evolving
industries, presenting significant uncertainty and business risks, and we are reliant on our service provider to comply with evolving
regulations.

 The online gaming and interactive entertainment
industry is relatively new and continuing to evolve. Whether these industries grow and whether our online business will ultimately succeed,
will be affected by, among other things, developments in gaming platforms, legal and regulatory developments (such as the passage of new
laws or regulations or the extension of existing laws or regulations to online gaming activities), taxation of gaming activities, data
privacy laws and regulation and other factors that we are unable to predict and which are beyond our control. Given the dynamic evolution
of these industries, it can be difficult to plan strategically, and it is possible that competitors will be more successful than us at
adapting to the changing landscape and pursuing business opportunities. Additionally, as the online gaming industry advances, including
with respect to regulation, we may become subject to additional compliance-related costs. Consequently, we are unable to provide assurance
that our online and interactive offerings will grow at anticipated rates or be successful in the long term.

 We are dependent on third
parties to comply with a variety of gaming regulations, and their failure to have complied or comply with these regulations going forward
could adversely affect our business. In April 2023, we were notified by our gaming platform operator services provider, Aspire, that the
gaming regulatory authority in Germany had sent Aspire a letter stating that Aspire would be required to shut down activity of its gaming
operations in Germany unless Aspire was otherwise granted a license to operate in Germany within weeks of receipt of said letter. Aspire
was apparently unable to meet any such license requirements as set out by the German regulator in the time required and in order to meet
the subject German regulator requirement, Aspire shut down its activities in Germany on May 7, 2023. As a result, the gaming websites
owned by us that operate in Germany were shut down on that date. These events had an immediate and ongoing negative impact on our
revenues and business in general, the extent to which we continue to determine. There is no certainty that such events would not occur
again in any connection with activity we undertake pursuant to our operator agreements with Aspire.

 We have a limited operating history and we expect a number of
factors will cause our operating results to fluctuate on an annual basis, which may make it difficult to predict our future performance.

 We are an i-gaming gambling platform with a limited
operating history. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if
we had a longer operating history. We anticipate that our operating results will significantly fluctuate from quarter to quarter and year
to year due to a variety of factors, many of which are beyond our control. In particular, you should consider that we cannot provide assurance
that we will be able to:

 successfully develop and introduce our updated website;

 maintain our management team;

 raise sufficient funds in the capital markets to effectuate our business plan;

 attract, enter into or maintain contracts with, and retain customers and vendors; and/or

 compete effectively in the extremely competitive environment in which we operate.

 These factors are our best estimates of possible
factors that will affect our future operating results, however, they should not be considered a complete recitation of possible factors
that could affect the Company.

 We will require substantial additional funding in the short term,
which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease
our operations.

 To date, we have relied primarily on equity financing
and on the Revolving Note with our Lender to carry on our business. We have limited financial resources, negative operating cash flow
and no assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our business. We
expect our current cash on hand will not enable us to fund our operating expenses and capital expenditure requirements beyond the next
twelve months. Unless we achieve profitability, we anticipate that we will need to raise additional capital to fund our operations while
we implement and execute our business plan. We currently do not have any contracts or commitments for additional financing and are reliant
on the Revolving Note to fund our operations. Pursuant to the Revolving Note, our Lender is not required to provide us with any specific
amount of financing and we are dependent on our Lender agreeing to provide us with future working capital. There can be no assurance that
any additional capital will be available on a timely basis or on terms that will be acceptable to us. Failure to obtain such additional
financing could result in delay or indefinite postponement of operations or the further development of our business with the possible
loss of such properties or assets. If adequate funds are not available or are not available on acceptable terms, we may not be able to
fund our business or the expansion thereof, take advantage of strategic acquisitions or investment opportunities or respond to competitive
pressures. Such inability to obtain additional financing when needed could have a material adverse effect on our business, results of
operations, cash flow, financial condition and prospects.

 We conduct our operations outside the United States and that
exposes us to foreign currency transaction and translation risks. As a result, changes in the valuation of the U.S. dollar in relation
to other currencies, primarily the Euro, could have positive or negative effects on our profit and financial position.

 Our global operations are likely to expose us to
foreign currency transaction and translation risks. Our functional currency is the U.S. dollar, and as a result, we will be subject to
foreign currency fluctuation as all of our revenues, and a significant majority of our operating expenses will not be denominated in the
U.S. dollar. We are not licensed in the United States, so we do not have revenues denominated in U.S. dollars. A decrease in the value
of non-U.S. dollar currencies, primarily the Euro, against the U.S. dollar could impact our ability to repay our U.S. dollar denominated
liabilities, including our term Debt. These risks related to exchange rate fluctuations may increase in future periods as our operations
outside of the United States expand.

 We rely on information technology and other systems and services
provided by third parties, primarily by Aspire Global plc, and any failures, errors, defects or disruptions in these systems or services
could diminish our brand and reputation, subject us to liability, disrupt our business and adversely affect our operating results and
growth prospects. The third-party platforms upon which these systems and software are made available could contain undetected errors.

 Our technology infrastructure
is critical to the performance of our offerings and to user satisfaction. As part of the acquisition of Aspires' B2C Business, we
entered into Operator Services Agreements with Aspire for a three (3) year period each, which requires Aspire to provide key licensing
and operational services in each jurisdiction where Aspire is licensed and operational. However, the systems provided by Aspire, on which
we rely, may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could
be harmful to our business. We cannot assure you that the measures we take, in connection with Aspire, to prevent or hinder cyber-attacks
and protect our systems, data and user 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, will provide absolute security. 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 and/or 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.

 Additionally, our products or products provided
by Aspire, 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 attempt to access it or navigation through our offerings is slower than they expect, users
may be unable to place their bets or set their line-ups in time and may be less likely to return to our products and services as often,
if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience
of our users, 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 legal liability to us or harm our business, financial condition, results of operations and
prospects.

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

 We rely on other third-party data providers for real-time and
accurate data for events, and we cannot guarantee that such third parties will perform adequately or will not terminate their relationships
with us.

 We currently rely on third-party data providers
to obtain accurate information regarding schedules, results, performance and outcomes of events. We rely on this data to determine when
and how bets are settled. If we experience errors or delays in receiving this data, it may result in us incorrectly settling bets. If
we cannot adequately resolve the issue with our users, our users may have a negative experience with our offerings, our brand or reputation
may be negatively affected, and our users may be less inclined to continue or resume utilizing our products or recommend our platform
to other potential users.

 Our success in the i- gaming market depends on our ability to
develop and manage frequent introductions of innovative products and operate within the guidelines of the content owners (publishers)
in order to attract and retain users.

 The i-gaming industries are characterized by dynamic
customer demand and technological advances. As a result, we must continually introduce and successfully market new technologies in order
to remain competitive and effectively stimulate customer demand. The process of developing new products and systems is inherently complex
and uncertain. It requires accurate anticipation of changing customer needs and end user preferences as well as emerging technological
trends. If our competitors develop new content and technologically innovative products, and we fail to keep pace, our business could be
adversely affected. Additionally, the introduction of products embodying new technology and the emergence of new industry standards can
render our existing offerings obsolete and unmarketable. To remain competitive, we must invest resources towards research and development
efforts to introduce new and innovative products with dynamic features to attract new customers and retain existing customers. If we fail
to accurately anticipate customer needs and end-user preferences through the development of new products and technologies, we could lose
business to our competitors, which would adversely affect our results of operations and financial position.

 We can provide no assurance that we will successfully
develop new products or enhance and improve our existing products, that new products and enhanced and improved existing products will
achieve market acceptance or that the introduction of new products or enhanced existing products by others will not render our products
obsolete. Dynamic customer demand and technological advances often demand high levels of research and development expenditures in order
to meet accelerated product introductions, and the life cycles of certain products may be short, which could adversely affect our operating
results. In some cases, our new products and solutions may require long development and testing periods and may not be introduced in a
timely manner or may not achieve the broad market acceptance necessary to generate significant revenue. Our inability to develop solutions
that meet customer needs and compete successfully against competitors' offerings could have a material adverse effect on our business,
financial condition and results of operations.

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

 The demand for entertainment and leisure activities
tends to be highly sensitive to changes in consumers' disposable income, and thus 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 slowdown, and sustained high levels of unemployment may reduce customers' disposable income or result in fewer
individuals engaging in entertainment and leisure activities, including gambling. As a result, we cannot ensure that demand for our products
or services will remain constant. Continued or renewed adverse developments affecting economies throughout the world, including a general
tightening of availability of credit, decreased liquidity in many financial markets, increasing interest rates, increasing energy costs,
acts of war or terrorism, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines
in stock markets, could lead to a further reduction in discretionary spending on leisure activities, such as gambling. Any significant
or prolonged decrease in consumer spending on entertainment or leisure activities could reduce our online games, reducing our cash flows
and revenues. If we experience a significant unexpected decrease in demand for our products, we could incur losses.

 Negative events or negative media coverage relating to, or a
declining popularity of, daily fantasy sports, sports betting, the underlying sports or athletes, or online sports betting in particular,
could have an adverse impact on our business.

 Public opinion can significantly influence our
business. Unfavorable publicity regarding us, for example, changes to our product, product quality, litigation, or regulatory activity,
or regarding the actions of third parties with whom we have relationships or the underlying sports could seriously harm our reputation.
Negative public perception could also lead to new restrictions on or to the prohibition of sports betting in jurisdictions in which we
currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer
base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

 Public opinion can also exert a significant influence
over the regulation of the gaming industry. A negative shift in the public's perception of gaming could affect future legislation
in different jurisdictions. Among other things, such a shift could cause jurisdictions to abandon proposals to legalize gaming, thereby
limiting the number of new jurisdictions into which we could expand. Negative public perception could also lead to new restrictions on
or to the prohibition of gaming in jurisdictions in which we currently operate.

 We face competition from other companies and our operating results
will suffer if we fail to compete effectively.

 There is intense competition amongst gaming solution
providers. There are a number of established, well financed companies producing both land-based and online gaming and interactive entertainment
products and systems that compete with the products of the Company. As most of our competitors have financial resources that are greater
than us, they may spend more money and time on developing and testing products, undertake more extensive marketing campaigns, adopt more
aggressive pricing policies or otherwise develop more commercially successful products than us, which could impact our ability to win
new marketing contracts. Furthermore, new competitors may enter our key market areas. If we are unable to obtain significant market presence
or if we lose market share to our competitors, our results of operations and future prospects would be materially adversely affected.
There are many companies with already established relationships with third parties, including gaming operators that are able to introduce
directly competitive products and have the potential and resources to quickly develop competitive technologies. Our success depends on
our ability to develop new products and enhance existing products.

 We rely on third-party payment processors to process deposits
and withdrawals made by our users into the platform, and if we cannot manage our relationships with such third parties or other payment-related
risks occur (such as risks associated with the fraudulent use of credit or debit cards, which could have adverse effects on our business
due to chargebacks from customers), our business, financial condition and results of operations could be adversely affected.

 We allow funding and payments to accounts using
a variety of methods, including electronic funds transfer ("EFT"), and credit and debit cards. As we continue to introduce
new funding or payment options to our players, we may be subject to additional regulatory and compliance requirements. We also may be
subject to the risk of fraudulent use of credit or debit cards, or other funding and/or payment options. For certain funding or payment
options, including credit and debit cards, we may pay interchange and other fees which may increase over time and, therefore, raise operating
costs and reduce profitability. We rely on third parties to provide payment-processing services and it could disrupt our business if these
companies become unwilling or unable to provide these services to us. We have had difficulty accessing the service of banks, credit card
issuers and payment processing services providers in the past, which may make it difficult to sell and collect on the sales of our products
and services. We are also subject to rules and requirements governing EFT which could change or be reinterpreted to make it difficult
or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction
fees or possibly lose our ability to accept credit or debit cards, or other forms of payment from customers which could have a material
adverse impact on our business.

 Chargebacks occur when customers seek to void credit
card or other payment transactions. Cardholders are intended to be able to reverse card transactions only if there has been unauthorized
use of the card or the services contracted for have not been provided. In our industry, customers occasionally seek to reverse online
gaming losses through chargebacks, which have adverse effects on our business or results of operations.

 We rely on licenses to use the intellectual property rights of
third parties which are incorporated into our products and services, and our failure to renew or expand existing licenses may require
us to modify, limit or discontinue certain offerings.

 A significant portion of our revenues are generated
from products using intellectual property we license from third parties. For example, we license intellectual property from third parties
for use in our gaming products. Our future success may depend upon our ability to obtain licenses to use new and existing intellectual
property and our ability to retain or expand existing licenses for certain products. If we are unable to obtain new licenses or renew
or expand existing licenses, our operating results would be negatively impacted if we were unsuccessful in licensing certain of those
rights and/or protecting those rights from infringement, including losses of proprietary information from breaches of our cyber security
efforts.

 We rely on information technology and other systems and platforms
(including with respect to validating the identity and location of our users), and any failures, errors, defects or disruptions in our
and third-party systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, and adversely
affect our operating results and growth prospects.

 Our business depends upon the capacity, reliability
and security of the infrastructure owned by third parties over which our offerings are deployed. We have no control over the operation,
quality or maintenance of a significant portion of that infrastructure or whether or not those third parties will upgrade or improve their
equipment. If one or more of these companies is unable or unwilling to supply or expand our levels of service in the future, our operations
could be adversely impacted. Also, to the extent the number of users of networks utilizing our future products and services suddenly increases,
the technology platform and secure hosting services which will be required to accommodate a higher volume of traffic may result in slower
response times or service interruptions. System interruptions or increases in response time could result in a loss of potential or existing
users and, if sustained or repeated, could reduce the appeal of the networks to users. In addition, users depend on real-time communications;
outages caused by increased traffic could result in delays and system failures. These types of occurrences could cause users to perceive
that our products and services do not function properly and could therefore adversely affect our ability to attract and retain licensees,
strategic partners and customers.

 During the most recent quarter,
we became aware of what appeared to be unsolicited marketing contacts from unknown third parties offering player incentives on signup
to certain of our sites ("Marketing Contacts"). We investigated these Marketing Contacts both internally and with the assistance
of a third-party forensic firm and were unable to identify the source of any such contact as having occurred on our platform or system.
We have no role in the player registration process and are totally reliant on our platform provider, Aspire, to manage, control and operate
such process. Upon first learning of the Marketing Contacts, we notified Aspire of the issue and continue to monitor the situation with
Aspire. To date, we have no reason to believe that our own internal systems or any system under our control has any issue, weakness or
vulnerability – however there is always a risk that bugs, flaws, hacks, incidents could occur, resulting in unsolicited emails and
texts to users and new registrants on our sites given what has apparently occurred with the Marketing Contacts on the Aspire platform.
Although the subject Marketing Contacts events ceased in November 2023 there is no certainty that such an incidents could not occur again.

 Information technology and infrastructure may be vulnerable to
attacks by hackers or breached due to employee error, malfeasance or other disruptions.

 We receive, process, store and use personal information
and other customer data. There are numerous federal, state and local laws regarding privacy and the storing, sharing, use, processing,
disclosure and protection of personal information and other data. Any failure or perceived failure by us to comply with our privacy policies,
our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security
that results in the unauthorized release or transfer of personally identifiable information or other player data, may result in governmental
enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our customers to
lose trust in us which could have an adverse impact on our business. The costs of compliance with these types of laws may increase in
the future as a result of changes in interpretation or changes in law. Any failure on our part to comply with these types of laws may
subject us to significant liabilities.

 Third parties we work with may violate applicable
laws or our policies, and such violations may also put our customers' information at risk and could in turn have an adverse impact
on our business. We will also be subject to payment card association rules and obligations under each association's contracts with
payment card processors. Under these rules and obligations, if information is compromised, we could be liable to payment card issuers
for the associated expense and penalties. If we fail to follow payment card industry security standards, even if no customer information
is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs.

 Security breaches, computer malware and computer
hacking attacks have become more prevalent. Any security breach caused by hacking which involves efforts to gain unauthorized access to
information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment,
and the inadvertent transmission of computer viruses could harm our business. Though it is difficult to determine what harm may directly
result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of our network
infrastructure to the satisfaction of our players may harm our reputation and our ability to retain existing players and attract new players.

 Because the techniques used to obtain unauthorized
access, disable or degrade service, or sabotage systems, change frequently and often are not recognized until launched against a target,
we may be unable to anticipate these techniques or to implement adequate preventative measures.

 We are subject to risks related to holding cryptocurrencies and
accepting cryptocurrencies as a form of payment.

 We have in the past, and may in the future, accept
bitcoin or other cryptocurrencies from our customers as a form of deposit on our platform.

 Cryptocurrencies are not considered legal tender
or backed by any government and have experienced price volatility, technological glitches and various law enforcement and regulatory interventions.
The use of cryptocurrency such as bitcoin has been prohibited or effectively prohibited in some countries. If we fail to comply with any
such prohibitions that may be applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences.

 Cryptocurrencies have in the past and may in the
future experience periods of extreme volatility. Fluctuations in the value of any cryptocurrencies that we hold may also lead to fluctuations
in the value of our common stock. In addition, there is substantial uncertainty regarding the future legal and regulatory requirements
relating to cryptocurrency or transactions utilizing cryptocurrency. For instance, governments may in the near future curtail or outlaw
the acquisition, use or redemption of cryptocurrencies. In such case, ownership of, holding or trading in cryptocurrencies may then be
considered illegal and subject to sanction. These uncertainties, as well as future accounting and tax developments, or other requirements
relating to cryptocurrency, could have a material adverse effect on our business.

 Our business depends substantially on the continuing efforts
of our executive officers and our business may be severely disrupted if we lose their services.

 Our future success depends substantially on the
continued services of our executive officers including an interim Chief Financial Officer, and especially our Chairman and Chief Executive
Officer, Aaron Speach. We do not presently maintain key man life insurance on any of our executive officers and directors. If one or more
of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily,
if at all. The loss of any of our executive officers could cause our business to be disrupted, and we may incur additional and unforeseen
expenses to recruit and retain new officers.

 Risks Related to the Company's Legal and Regulatory Requirements

 Our current operations are dependent on our ability to comply
with our own gaming sub-license and market access rights secured with the Aspire acquisition, and if we do not retain these rights or
if Aspire do not maintain their rights, we will not be able to operate.

 Our Curacao gaming license is a sublicense of a
master license a The Curacao Ministry of Justice has only granted four online gaming Master Licenses. Our license is a sublicense from
one of the four master license holders, Gaming Services Provider N.V. #365/JAZ. The Curacao Ministry of Justice allows an applicant for
a sublicense from a Master License holder to operate under the master license holder's license, so long as they meet certain operating
and compliance criteria. These criteria must be met at the stage of application as well as on an ongoing basis. As such, so long as we
maintain the requisite criteria for holding the sublicense, as a sublicensee we can enjoy the same privileges and rights that the Master
License holder has, but without the ability to issue licenses.

 The acquisition of the Aspire B2C business included
sublicenses to allow us to operate in several western European markets. We are required to comply with requirements of each of these licenses
to maintain market access. If we fail to comply with the various regulations, we may be unable to conduct any gaming business in that
jurisdiction and our business would be materially harmed. In April 2023, we were notified by Aspire that the gaming regulatory authority
in Germany had sent a letter to Aspire stating that Aspire would be required to shut down activity of its gaming operations in Germany
until such time as Aspire was otherwise granted a license to operate in Germany. In order to meet the subject German regulator requirement,
Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by us that operate in Germany were
shut down on that date. There is no assurance that similar actions will not be taken by additional jurisdictions in the future.

 All of our operations are conducted pursuant to
the foregoing sublicenses. If we are unable to maintain our gaming sub-license for any reason, we would be unable to conduct any gaming
business and our business would be materially harmed.

 In addition, under our gaming sub-licenses, we
can accept wagers from residents of a limited number of jurisdictions, primarily in parts of Asia and South America. In order to expand
our operations in the future, particularly into the United States and additional European countries, we will need to obtain gaming licenses
in such jurisdictions or partner with companies already operating in such jurisdictions. We can provide no assurance that we will be able
to maintain our current gaming license or obtain future gaming licenses.

 We cannot be certain that our platform will maintain regulatory
approval, and without regulatory approval we will not be able to market and grow our business around the world.

 Any license, permit, approval or finding of suitability
may be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or
affect our eligibility for a license in another jurisdiction. We may be unable to obtain or maintain all necessary registrations, licenses,
permits or approvals, and could incur fines or experience delays related to the licensing process which could adversely affect our operations.
A gaming regulatory body may refuse to issue or renew a registration.

 We currently block direct access to wagering on
our website from the United States and other jurisdictions in which we do not have license to operate through IP address filtering. Individuals
are required to enter their age upon gaining access to our platform. Despite all such measures, it is conceivable that that a user, underage,
or otherwise could devise a way to evade our blocking measures and access our website from the United States or any other foreign jurisdiction
in which we are not currently permitted to operate.

 Violations of laws in one jurisdiction could result
in disciplinary action in other jurisdictions. Licenses, approvals or findings of suitability may be revoked, suspended or conditioned.
In sum, we may not be able to obtain or maintain all necessary registrations, licenses, permits or approvals. The licensing process may
result in delays or adversely affect our operations and our ability to maintain key personnel, and our efforts to comply with any new
licensing regulations will increase our costs.

 We are subject to various laws relating to foreign corrupt practices,
the violation of which could adversely affect its operations, reputation, business, prospects, operating results and financial condition.

 We are subject to risks associated with doing business
outside of the United States, including exposure to complex foreign and U.S. regulations such as the Foreign Corrupt Practices Act (the
"FCPA") and other anti-corruption laws which generally prohibit U.S. companies and their intermediaries from making improper
payments to foreign officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws
may result in severe criminal and civil sanctions and other penalties. It may be difficult to oversee the conduct of any contractors,
third-party partners, representatives or agents who are not our employees, potentially exposing us to greater risk from their actions.
If our employees or agents fail to comply with applicable laws or company policies governing our international operations, we may face
legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions. Any determination
that we have violated any anti-corruption laws could have a material adverse impact on our business.

 Violations of these laws and regulations could
result in significant fines, criminal sanctions against us, our officers or our employees. Additionally, any such violations could materially
damage our reputation, brand, international expansion efforts, ability to attract and retain employees and our business, prospects, operating
results and financial condition.

 Historically, we have dealt with significant amounts
of cash in our operations, which have subjected us to various reporting and anti-money laundering regulations. Any violation of anti-money
laundering laws or regulations by us could have a material adverse impact on our business.

 Our growth prospects depend on a variety of U.S. and foreign
laws, many of which are unsettled and still developing with respect to the legal status of real-money gaming in various jurisdictions,
regulatory restrictions and/or taxes which could subject us to claims or otherwise harm our business.

 If a large number of U.S. states or the federal
government enact online real money gaming legislation and we are unable to obtain the necessary licenses to operate online real money
gaming websites in the United States jurisdictions where such games are legalized, our future growth in real money gaming could be materially
impaired.

 States or the federal government may legalize online
real money gaming in a manner that is unfavorable to us. Several states and the federal government are considering draft laws that require
online casinos to also have a license to operate a brick-and mortar casino, either directly or indirectly through an affiliate. If state
jurisdictions enact legislation legalizing online real money casino gaming subject to this brick-and-mortar requirement, we may be unable
to offer online real money gaming in such jurisdictions if we are unable to establish an affiliation with a brick-and-mortar casino in
such jurisdiction on acceptable terms.

 In the online real money gaming industry, a significant
"first mover" advantage exists. Our ability to compete effectively in respect of a particular style of online real money gaming
in the United States may be premised on introducing a style of gaming before our competitors. Failing to do so could materially impair
our ability to grow in the online real money gaming space.

 Failure to protect or enforce our intellectual property rights
or the costs involved in such enforcement could harm our business, financial condition, and results of operations.

 We may from time to time seek to enforce our intellectual
property rights against infringers when we determine that a successful outcome is probable and may lead to an increase in the value of
the intellectual property. If we choose to enforce our intellectual property rights against a party, then that individual or company has
the right to ask the court to rule that such rights are invalid or should not be enforced. These lawsuits and proceedings are expensive
and would consume time and resources and divert the attention of managerial and operational personnel even if we were successful in stopping
the infringement of such rights. In addition, there is a risk that the court will decide that such rights are not valid and that we do
not have the right to stop the other party from using the inventions.

 Further, our competitors have been granted patents
protecting various gaming products and solutions. If our products and solutions employ these processes, or other subject matter that is
claimed under our competitors' patents, or if other companies obtain patents claiming subject matter that we use, those companies
may bring infringement actions against us. The question of whether a product infringes a patent involves complex legal and factual issues,
the determination of which is often uncertain. In addition, because patent applications can take many years to issue, there may be applications
now pending of which we are unaware, which might later result in issued patents that our products and solutions may infringe. There can
be no assurance that our products will not be determined to have infringed upon an existing third-party patent. If any of our products
and solutions infringes a valid patent, we may be required to discontinue offering certain products or systems, pay damages, purchase
a license to use the intellectual property in question from its owner, or redesign the product in question to avoid infringement. A license
may not be available or may require us to pay substantial royalties, which could in turn force us to attempt to redesign the infringing
product or to develop alternative technologies at a considerable expense. Additionally, we may not be successful in any attempt to redesign
the infringing product or to develop alternative technologies, which could force us to withdraw our products or services from the market.

 We may also infringe other intellectual property
rights belonging to third parties, such as trademarks, copyrights and confidential information. As with patent litigation, the infringement
of trademarks, copyrights and confidential information involve complex legal and factual issues and our products, branding or associated
marketing materials may be found to have infringed existing third-party rights. When any third-party infringement occurs, we may be required
to stop using the infringing intellectual property rights, pay damages and, if we wish to keep using the third-party intellectual property,
purchase a license or otherwise redesign the product, branding or associated marketing materials to avoid further infringement. Such a
license may not be available or may require us to pay substantial royalties.

 The success of our business depends on our continued
ability to use our tradenames in order to increase our brand awareness. As of the date hereof, we do not have any federally registered
trademarks owned by us, but we may pursue registered trademarks in the future. The unauthorized use or other misappropriation of any of
the foregoing trademarks or tradenames could diminish the value of our business which would have a material adverse effect on our financial
condition and results of operation.

 If we are not able to adequately prevent disclosure of trade
secrets and other proprietary information, the value of our technology and products could be significantly diminished.

 We rely on trade secrets to protect our proprietary
technologies. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants,
and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure
of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.
In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could
be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could
adversely affect our competitive business position.

 Risks Related to Our Common Stock

 Our common stock is subject to the "penny stock"
rules of the SEC and FINRA's sales practice requirements, and the trading market in our common stock is limited, which makes transactions
in our common stock cumbersome and may reduce the value of an investment in the stock.

 The SEC has adopted Rule 15g-9 which establishes
the definition of a " penny stock," for the purposes relevant to us, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:

 that a broker or dealer approve a person's
account for transactions in penny stocks; and

 the broker or dealer receive from the investor
a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 In order to approve a person's
account for transactions in penny stocks, the broker or dealer must:

 obtain
financial information and investment experience objectives of the person; and

 make
a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight
form sets forth:

 the
basis on which the broker or dealer made the suitability determination; and

 that
the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of
common stock and cause a decline in the market value of stock.

 Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.

 In addition to the " penny stock "
rules promulgated by the SEC, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least
some customers. FINRA's requirements make it more difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock.

 Nevada law and provisions in our articles of incorporation and
bylaws could make a takeover proposal more difficult.

 We are a Nevada corporation and the anti-takeover
provisions of the Nevada Revised Statutes may discourage, delay or prevent a change in control by prohibiting us from engaging in a business
combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change
in control would be beneficial to our existing stockholders. In addition, our articles of incorporation and bylaws may discourage, delay
or prevent a change in our management or control over us that stockholders may consider favorable. Our articles of incorporation and bylaws:

 authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;

 place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders; do not provide stockholders with the ability to cumulate their votes; and

 provide that our board of directors may amend our bylaws.

 Additionally, our authorized capital includes preferred
stock issuable in one or more series. Our board has the authority to issue preferred stock and determine the price, designation, rights,
preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or
action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable
flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third
party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock
of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

 Our management team has limited experience managing a public
company and regulatory compliance may divert our attention from the day-to-day management of its business.

 Our management team has limited experience managing
a publicly traded company and limited experience complying with the increasingly complex laws pertaining to public companies. These obligations
typically require substantial attention from our senior management and could divert our attention away from the day-to-day management
of our business.

 Our chief financial
officer is working for us on a part-time basis.

 Our chief financial officer
is currently part-time and is also providing consulting services related to financial reporting to other public and private entities.
Our inability to employ our chief financial officer on a full-time basis could cause us to experience delays in the processing and preparation
of our financial information which is necessary for the timely filing our financial reports with the Securities and Exchange Commission.

 Our current shareholders'
ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions or in connection with strategic
transactions.

 We have in the past and intend
in the future to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible
debt securities, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without
action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our articles
of incorporation authorize us to issue up to 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. Future issuances
of common or preferred stock would reduce your influence over matters on which stockholders vote and would be dilutive to earnings per
share. In addition, any newly issued preferred stock could have rights, preferences and privileges senior to those of the common stock.
Those rights, preferences and privileges could include, among other things, the ability to vote such shares at a disproportionate rate
as compared to our common stockholders, the establishment of dividends that must be paid prior to declaring or paying dividends or other
distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges
could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common
stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.

 As an "emerging growth company" under the Jumpstart
Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

 As an "emerging growth company" under
the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company
until the earliest of:

 the last day of the fiscal year during which we have total annual gross revenues of $1.235 billion or more;

 the last day of the fiscal year following the fifth anniversary of this offering;

 the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

 the date on which we are deemed a "large accelerated issuer" as defined under the federal securities laws.

 For so long as we remain an emerging growth company,
we will not be required to:

 have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

 comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis);

 submit certain executive compensation matters to shareholders advisory votes pursuant to the "say on frequency" and "say on pay" provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute" provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

 include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, and instead may provide a reduced level of disclosure concerning executive compensation;

 may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD and

 are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

 We intend to take advantage of all of these reduced
reporting requirements and exemptions.

 Certain of these reduced reporting requirements
and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC
rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management's
assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required
to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and
related MD&A disclosure.

 We cannot predict if investors will find our securities
less attractive due to our reliance on these exemptions.

 Failure to maintain effective internal control over our financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate.

 We are required pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness
of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control
over financial reporting. Our management concluded that our internal control over financial reporting were and continue to be ineffective
as of September 30, 2023 due to a lack of segregation of duties (resulting from the limited number of personnel available) and the lack
of formal documentation of our control environment. While management is working to remediate the material weaknesses, there is no assurance
that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses or that the controls
will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over financial reporting,
our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.

 Failure to continue improving our accounting systems and controls
could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

 As a public company, we operate in an increasingly
demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002, and the related rules and regulations
of the SEC. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal
control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable
financial reports and are important to help prevent financial fraud. For as long as we remain an "emerging growth company"
as defined in the JOBS Act, we have and intend to consider taking advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We may continue to take
advantage of these reporting exemptions until we are no longer an "emerging growth company." If we cannot provide reliable
financial reports or prevent fraud, our business and results of operations could be harmed, and investors could lose confidence in our
reported financial information.

 If securities or industry analysts do not publish research or
reports about us, or if they adversely change their recommendations regarding our common stock, then our stock price and trading volume
could decline.

 The trading market for our common stock will be
influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. If no analyst
elects to cover us and publish research or reports about us, the market for our common stock could be severely limited and our stock price
could be adversely affected. As a small-cap company, we are more likely than our larger competitors to lack coverage from securities analysts.
In addition, even if we receive analyst coverage, if one or more analysts ceases coverage of us or fails to regularly publish reports
on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one
or more analysts who elect to cover us issue negative reports or adversely change their recommendations regarding our common stock, our
stock price could decline.

 Item 1B.

 Unresolved Staff Comments.

 None.

 Item 2.

 Properties.

 Our corporate and executive offices are located
in a shared office leased facility in Las Vegas, Nevada. We believe our facilities are sufficient to meet our current needs and that suitable
space will be available as and when needed. We do not own any real property.

 Item 3.

 Legal Proceedings.

 The Company's previous
financial advisor, Boustead Securities LLC ("Advisor") has alleged a breach by the Company over the termination of their engagement
and the timing of the payment and amount of the fees owed to the Advisor (collectively the "Claims"). On June 2, 2022, the
Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority ("FINRA") in connection with
the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the
Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc.
counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and
attorneys' fees in an amount to be determined. Boustead Securities, LLC's current Second Amended Statement of Claim, filed
on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC's
Second Amended Statement of Claim, Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration
occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in
damages and attorneys' fees. The Company has accrued the awarded amounts in the accompanying consolidated balance sheet.

 On June 26, 2023, a former
vendor of the Company, Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach
of the Implied Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account
Stated; and other causes of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate
Statements of Work for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this Complaint and the hearing on
same is set for June 2024. EBET intends to vigorously defend this matter.

 On September 28, 2023, EBET,
INC. filed a lawsuit in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in
an amount of no less than 65,000,000 Euro plus punitive and other damages proven at trial ("Aspire Litigation") and including
causes of action against Aspire and the other defendants for fraud, material breach of the share purchase agreement whereon the Company
had acquired the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites,
player database and other related assets and also related to the operator service agreements and Promissory Note entered concurrent with
the closing of the share purchase agreement, and other causes of action. On November 7, 2023, Aspire and the other defendants
removed the subject matter to the United States District Court for the District of Nevada. On December 12, 2024, Aspire filed a Motion
to Dismiss our Complaint in the matter and on January 9, 2024 we filed an Opposition to Aspire's Motion to Dismiss. The Aspire
Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going
forward.

 Other than as described above,
we are not at this time involved in any additional legal proceedings that we believe could have a material effect on our business, financial
condition, results of operations or cash flows.

 Item 4.

 Mine Safety Disclosures.

 Not applicable.

 Item 5.

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

 Our common stock is quoted
on the OTCQB of the OTC Markets marketplace under the trading symbol EBET. Over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Historically, trading in our
stock has been limited and the trades that occurred cannot be characterized as those in the established public trading market. As a result,
the trading prices of our common stock may not reflect the price that would result if our stock was more actively traded.

 Holders of Common Equity

 As of January 11, 2024, we
had approximately 104 stockholders of record of our common stock. This does not include beneficial owners of our common stock.

 Dividends

 We have never declared or paid any cash dividends
on our capital stock. We currently intend to retain earnings, if any, to finance the growth and development of our business. We do not
expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion
of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained
in any financing instruments, provisions of applicable law and other factors the board deems relevant.

 Recent Sales of Unregistered Securities

 There have been no sales of unregistered securities
during the quarter ended September 30, 2023, that have not been previously disclosed on a Form 8-K.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 We did not repurchase any of our equity securities
during the year ended September 30, 2023.

 Equity Compensation Plan Information

 See Part III, Item 12 to this Form 10-K for information
relating to securities authorized for issuance under our equity compensation plans.

 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 in conjunction with the financial statements and the related notes appearing
elsewhere in this Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks
and uncertainties, including those set forth under "Cautionary Statement About Forward-Looking Statements." Actual results
and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements
as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - "Risk Factors."
Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of
many factors, including those set forth under "Risk Factors" and elsewhere in this Form 10-K.

 Overview

 We operate platforms to provide
a real money online gambling experience focused on i-gaming including casino, sportsbook and esports events. We operate under a Curacao
gaming sublicense and under an operator services agreement with Aspire Global plc ("Aspire") allowing us to provide online
betting services to various countries around the world.

 Aspire Global Plc's ("Aspire") Business to Consumer
("B2C") Business

 In order to accelerate /the growth and expand market
access for our esports product offerings, on November 29, 2021, we acquired Aspire's B2C Business.

 The acquisition of Aspire's B2C business
was intended to provide the following benefits:

 ownership of Aspire's portfolio of B2C proprietary online casino and sportsbook brands consisting of Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP;

 enhanced operator relationship with Aspire who provides the on-line gaming platform and a managed services offering, including customer service, customer on-boarding and payment processing ensuring operational stability and continuity.

 Our gaming sub-license from the Curacao Gaming
Authority and the licenses made available to us from the acquisition of the Aspire B2C business allows us to accept esports and sports
wagers from residents of more than 160 jurisdictions. On April 27, 2023, the Company was notified by its gaming platform operator services
provider Aspire Global plc ("Aspire") that the gaming regulatory authority in Germany had sent a letter received by Aspire
on April 25, 2023 stating that Aspire would be required to shut down activity of its gaming operations in Germany effective as of 10 days
from receipt of said letter until such time as Aspire was otherwise granted a license to operate in Germany. Aspire informed the Company
that although it sought an extension of the requested shutdown deadline, it was not successful in receiving an extension of time and/or
any form of other relief from this request. In order to meet the subject German regulator requirement, Aspire shut down its activities
in Germany on May 7, 2023 and as a result the gaming websites owned by the Company that operate in Germany were shut down on that date.
During the year ended September 30, 2023 and 2022 revenue generated in German markets was $9,686,372 and $17,555,683, respectively.
During the same periods gross profit contributed from the German markets was $2,775,605 and $3,741,443, respectively.

 Focus on I-Gaming Operations

 Beginning in the quarter ending September 30, 2022,
we took significant measures to increase the profitability of our business in the short term. These actions include optimizing the efficiency
of marketing campaigns, reducing the total number of employees and contractors, terminating software and other immaterial contracts as
well as generally reducing the operating costs of the business. While these efforts focus on the goal of attaining profitability of our
business, it is likely to reduce overall revenue growth in the short to medium term. In addition, even after these efforts, we are not
currently generating sufficient cash from our operations to settle our debts as they fall due and continue to require near term financing
to fund our operations and continue our business. These efforts have also resulted in an increased focus on our i-gaming business and
the halting of investment in the Company's esports products and technologies. As a result of these actions as referenced above,
we do not expect to launch our esports products in the foreseeable future.

 During the year ended September 30, 2023, we recorded
restructuring charges of $0.9 million, which primarily included costs associated with the restructuring advisor and the Strategic Alternatives
Committee. Of these costs, $850,000 are included in general and administrative costs and $76,000 are included in product and technology
costs.

 During the year ended
September 30, 2022, we recorded a restructuring charge of approximately $1.0 million that included severance and other costs
associated with termination of the employment contracts, consultant contracts and any costs to terminate software licenses and other
commitments. Of these costs, $388,000 are included in general and administrative expenses, $521,000 are included in Product and
technology expenses, and $130,000 are included in sales and marketing expenses. In connection with the preparation of our financial
statements for inclusion in this annual report, we completed an impairment review of our property and equipment and intangible
assets related to our esports product and technologies and recognized an impairment loss of $3.9 million.

 Results of Operations for the Year Ended September 30, 2023, compared
to the Year Ended September 30, 2022

 Results of Operations

 Results of operations in dollars
and as a percentage of revenue were as follows:

 Years Ended September 30,

 2023

 2022

 $

 %

 $

 %

 Revenue

 $
 39,177,504

 100%

 $
 58,596,620

 100%

 Cost of revenue

 (21,974,147
)

 56%

 (36,014,055
)

 61%

 Gross profit

 17,203,357

 44%

 22,582,565

 39%

 Operating expenses:

 Sales and marketing expenses

 10,743,972

 27%

 27,500,618

 47%

 General and administrative expenses

 26,100,283

 67%

 17,640,728

 30%

 Product and technology expenses

 1,149,717

 3%

 3,993,846

 7%

 Impairment loss

 44,917,891

 115%

 3,851,503

 7%

 Acquisition costs

 –

 0%

 2,240,147

 4%

 Total operating expenses

 82,911,863

 212%

 55,226,842

 94%

 Income (loss) from operations

 (65,708,506
)

 -168%

 (32,644,277
)

 -56%

 Other expenses:

 Interest expense

 (17,113,413
)

 -44%

 (9,894,531
)

 -17%

 Gain on derivative instruments

 (142,187
)

 0%

 1,239,510

 2%

 Fair value of warrant liability

 1,114,925

 3%

 –

 –

 Foreign currency loss and other

 (2,394,696
)

 6%

 (128,311
)

 Total other expense

 (18,535,371
)

 -47%

 (8,783,332
)

 -15%

 Income (loss) before provision for income taxes

 (84,243,877
)

 -225%

 (41,427,609
)

 -71%

 Provision for income taxes

 –

 0%

 –

 0%

 $
 (84,243,877
)

 -225%

 $
 (41,427,609
)

 -71%

 Revenue

 For the year ended September
30, 2023, we generated $39,177,504 in revenue compared to $58,596,620 in revenue during the year ended September 30, 2022. The decrease
in revenue in the year ended September 30, 2023, when compared with the same period in the prior year, was driven by the loss of the Company's
German operations in May 2023 and the Company's shift to focus on higher margin revenue sources. As a result of the Company's
restructuring of the business to improve its immediate profitability, certain inefficient sales and marketing efforts have been curtailed,
which have adversely impacted revenue growth since the restructuring.

 Cost of Revenue

 During the year ended
September 30, 2023, cost of sales was $21,974,147 as compared to $36,014,055 in the same period in the prior year. The decrease in cost
of sales is due to the decline in volume of revenue disclosed above. The improvement in gross profit percentage is a result of the Company's
restructuring efforts to focus on higher margin revenue sources, reduce costs and increase efficiencies.

 Sales and Marketing Expense

 Sales and marketing expense was $10,743,972 for
the year ended September 30, 2023 compared to $27,500,618 for the year ended September 30, 2022, a decrease of $16,756,646. The decrease
in sales and marketing expense is due to the decline in revenue volume from the loss of the Company's German operations in May 2023
described above, and the Company's efforts to focus on higher margin revenue sources, reduce costs and improve efficiencies. Sales
and marketing expenses also included $527,080 and $2,819,973 of stock-based compensation costs to employees and consultants for the years
ended September 30, 2023 and 2022, respectively, and payroll costs of $1,037,882 and $2,453,387, respectively. We expect sales and marketing
expenses to increase in future periods as our marketing campaigns increase in both number and volume.

 General and Administrative Expense

 General and administrative
expense was $26,100,283 for the year ended September 30, 2023, as compared to $17,640,728 for the same period in the prior year. General
and administrative expense for the year ended September 30, 2023 included $11,597,240 in expense related to the final settlement with
the Advisor, payroll-related costs of $653,313, restructuring costs of $850,482, stock-based compensation cost of $700,479, depreciation
and amortization of $6,971,311 and professional and consulting fees of $2,873,222 including legal, accounting, investor relations and
other professional fees. General and administrative expense for the year ended September 30, 2022 included payroll-related costs of $3,078,089,
depreciation and amortization of $6,670,490, stock-based compensation cost of $1,860,395, and professional fees of $3,561,159 including
legal, accounting, investor relations and other professional fees.

 Product and Technology Expense

 Product and technology expense was $1,149,717 for
the year ended September 30, 2023 compared to $3,993,846 for the year ended September 30, 2022, a decrease of $2,844,129. The decrease
is due to decreased spending related to development of the esports operations that were abandoned in the fourth quarter of fiscal 2022
and reduced headcount. Product and technology expenses for the year ended September 30, 2023, included payroll-related costs of $653,330,
restructuring costs of $76,003, stock-based compensation of $63,234 and other development costs of $313,464 which consisting primarily
of software-related costs.

 Product and technology expenses for the year ended
September 30, 2022, included payroll-related costs of $2,199,267, stock-based compensation of $767,004 and other development costs of
$1,027,575 consisting primarily of consulting and other development costs.

 Impairment loss

 During the year ended September
30, 2023, we recognized an impairment loss of $44,917,891, consisting of $24,790,233 related to goodwill and $20,127,658 related to intangible
assets, primarily indefinite lived assets and customer relationships. The Company determined that its intangible assets and goodwill were
impaired as a result of the loss of revenue generated by the gaming websites owned by the Company that operate in Germany after being
shut down in May 2023 and the decline in our results of operations overall. During the year ended September 30, 2022, we recognized an
impairment loss of $3,851,503 comprised of impairment of property and equipment of $569,260 and impairment of intangible assets of $3,282,243.
The impairments relate to the write down of our esports assets as of September 30, 2022.

 Acquisition Costs

 Acquisition costs were
$0 for the year ended September 30, 2023, as compared to $2,240,147 for the year ended September 30, 2022. Acquisition costs for the year
ended September 30, 2022 included a non-cash hedging loss of $1,570,000 from executing a forward contract on the purchase price of the
acquisition of the Aspire B2C business to hedge exposure to fluctuations in the Euro. Acquisition costs also included various legal and
consultant fees associated with completing the acquisition.

 Interest and Other Expenses

 During the years ended September 30, 2023 and 2022,
we recognized interest expense of $17,113,413 and $9,894,531, respectively, which included amortization of debt discounts and deferred
finance costs of $11,012,829 and $4,778,405 related to the Senior Notes issued to acquire the Aspire business, and convertible debt issued
to acquire certain intangible assets in the previous year. During the years ended September 30, 2023 and 2022 we recognized a loss of
$142,187 and a gain of $1,239,510, respectively on derivative instruments related to foreign exchange rate swaps that terminated in the
first quarter of fiscal 2023. We also incurred a foreign currency loss of $2,394,696 and $128,311 during the years ended September 30,
2023 and 2022, respectively, primarily due to fluctuations in the EUR to USD and GBP to USD exchange rates.

 Liquidity and Capital Resources

 On September 30, 2023, we
had cash and cash equivalents of $304,709, and had a working capital deficit of $49,973,256. We have historically funded our operations
from proceeds from debt and equity sales, and funds received from operations. Our forecasts for fiscal year 2024 indicate that we will
need additional near term funding in order to have sufficient financial resources to satisfy our outstanding debts and to continue to
settle our debts as they fall due. We do not have any commitments for equity funding and are reliant on the Revolving Note to fund our
operations. Pursuant to the Revolving Note, our Lender is not required to provide us with any specific amount of financing and we are
dependent on our Lender agreeing to provide us with future working capital.

 The following is a summary
of borrowings outstanding as at September 30, 2023:

 Contractual Interest

 Unamortized
 debt
 discount

 Accrued Interest

 rate

 Cur

 Local

 USD

 USD

 USD

 USD

 USD

 Senior Note

 15.0%

 USD

 –

 –

 –

 Revolving Note

 15.0%

 USD

 –

 –

 –

 10%

 EUR

 10,000,000

 –

 –

 2,049,029

 Convertible notes

 10%

 USD

 –

 –

 62,681

 Other

 0%

 USD

 (115,403
)

 –

 –

 39,927,130

 (115,403
)

 –

 Current

 39,252,130

 Long-term

 –

 On November 29, 2021, we entered
a credit agreement (the "Credit Agreement") with CP BF Lending, LLC ("Lender"), pursuant to which the Lender agreed
to make a single loan to us of $30.0 million (the " Senior Note "). The Senior
Note bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid
principal amount of the Senior Note at a rate equal to 14.0% per annum, plus (2) payable-in-kind
interest ("PIK Interest") on the unpaid principal amount of the Senior Note at
a rate equal to 1.0% per annum. On June 30, 2023, the Company, the subsidiaries of the Company and the Lender entered into a forbearance
agreement (the "Forbearance Agreement"). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items,
that, as June 30, 2023, it was in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender
had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed
to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit Documents until the earlier
of September 15, 2023. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company
or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor
to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender
agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial
consideration for the Lender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points
of the outstanding principal amount of the Loan (or $130,425), which amount was added to the principal balance of the loan. In addition,
on June 30, 2023, the Company made a prepayment of the Loan in the amount of $2.0 million, which in turn reduced the minimum cash balance
requirement under the Credit Agreement to $0. On September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered
into an amendment number 1 to the Forbearance Agreement (the "Forbearance Amendment No. 1"). The Forbearance Amendment No.
1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.

 In connection with the Forbearance
Agreement, the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the "Revolving
Note"), with any advances under the Revolving Note to be made in the sole discretion of the Lender. On
September 29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company paid
Lender a fee of $40,000 in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and
carry an interest rate of 15.0% per annum, provided that upon an occurrence of default the interest rate will increase to the default
rate under the Loan. The Revolving Note shall be an Obligation as defined in the Credit Agreement and as such shall be secured by the
collateral in which the Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan.
All discretionary advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees
shall become immediately due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance
Agreement, or the maturity date of the Revolving Note, unless otherwise extended by the Lender. As of September 30, 2023, the outstanding
balance on the Revolving Note was $1,690,000.

 Effective on October 1, 2023,
the Company, the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the "Forbearance
Amendment No. 2"). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and
provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding
principal balance of the Loan. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance
Amendment No. 2 further adds that the Company's suspension from trading or failure to be listed on the Nasdaq Capital Market for
more than 30 calendar days will constitute a Termination Event under the Forbearance Agreement as amended. On November 11, 2023, Lender
provided the Company with an extension of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar
days up to December 23, 2023. Pursuant to Forbearance Amendment No. 2, the Company agreed that to the extent it receives net proceeds
from or in connection with a judgment, settlement or other in or out of court resolution of a commercial tort claim, the Company will:
(i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of such net proceeds; and (ii) make an additional payment
to the Lender equal to 5% of any such net proceeds (prior to the payments set forth in subsection (i)) in excess of $50.0 million.

 Effective
on October 1, 2023, the Company entered into an amended and restated note conversion option agreement (the "Option Agreement")
with the Lender. Pursuant to the Option Agreement, the Company agreed to permit the Lender the right to convert any amounts due pursuant
to the Loan and the Revolving Note into shares of Company common stock at a conversion price of $1.25 per share with respect to the initial
$5.0 million and at a conversion price of $2.50 per share with respect to the remaining amounts.

 The
Option Agreement provides that the Lender (together with its affiliates) may not convert any portion of the Loan or Revolving Loan during
an initial 45-day lockup or to the extent that the Lender would own more than 9.99% of the Company's outstanding common stock immediately
after exercise, except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership
of outstanding stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice
to the Company.

 On January 9, 2024, the
Company, the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the "Amendment No.
3"). The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and
provided such additional loan availability under a use of proceeds that including working capital as well as funding for our
litigation matters, materially including our litigation against Aspire. In connection with entering into Amendment No. 3, the
Company and the Lender entered in a second amended and restated note conversion option agreement (the "Conversion
Agreement"), pursuant to which the Company agreed that the Lender shall have the right to convert the principal balance and
accrued interest under the Loan and Revolving Note into shares of Company common stock at a conversion price of $0.116 per share
(subject to adjustment for stock splits, stock dividends and other similar events). The foregoing conversion price is subject to
future adjustment to the lowest price per share referenced in any equity related instrument the Company issues to any other person
until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited from converting
its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and
its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the
conversion, which percentage may be increased or decreased at the holder's election provided any adjustment would not become
effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender of the
shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender's request, and
to use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To
the extent that the Company does not have sufficient authorized shares of common stock to allow for the full conversion permitted by
the Conversion Agreement, upon the Lender's request, the Company will be required to use its reasonable best efforts to obtain
approval of an increase in the Company's authorized shares from its shareholders. During any period of time that the Company does
not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be
prohibited from issuing any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was
reset to $0.116 per share.

 The accompanying consolidated financial statements
have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon our ability
to obtain equity or debt financings to continue operations. We have a history of and expect to continue to report negative cash flows
from operations and a net loss. Our forecasts for 2024 and beyond indicate that we will need additional funding in order to have
sufficient financial resources to continue to settle our debts as they fall due. We have taken significant measures to increase the profitability
of our business in the short term, but we are not currently generating sufficient cash from our operations to settle our debts as they
fall due and continue to require near term financing. These actions include optimizing the efficiency of marketing campaigns, reducing
the total number of employees and contractors, terminating software and other immaterial contracts as well as generally reducing the operating
costs of the business. These efforts have also resulted in an increased focus on our i-gaming business and a significant reduction in
the investment of our esports products and technologies, which resulted in the recognition of an impairment loss on certain intangible
assets and fixed assets. As a result of our actions as referenced above, we do not expect to launch our esports products in the short
or medium term. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements
do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that
might be necessary should we be unable to continue as a going concern. We may seek additional funding through a combination of equity
offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other
collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot
be certain that such events or a combination thereof can be achieved.

 As
of September 30, 2023, we have incurred an accumulated deficit of $151,158,440 since inception and have not yet generated any meaningful
income from operations.

 Cash used in operating activities

 Net cash used in operating activities was $10,006,250
for the year ended September 30, 2023, as compared to cash used in operating activities of $11,394,834 for the same period in the prior
year. Net cash used in operating activities during the year ended September 30, 2023 and 2022, included payments made for employee costs,
professional fees to our consultants, attorneys and accountants for services related to the Company's restructuring and a reduction
of accounts payable. Net cash used in operating activities during the year ended September 30, 2022, included payments made for employee
costs, professional fees to our consultants, attorneys and accountants for services related to completion of our audit, development of
our new wagering platform and preparation of our public offering filings. Cash flow from operations during the year ended September 30,
2022 also benefitted from deferred payments for professional fees to our consultants, attorneys and accountants primarily required to
complete the acquisition of the Aspire B2C business in November 2021.

 Cash used in investing activities

 Net cash
provided by investing activities was $12,380 during the year ended September 30, 2023 related to acquisitions of new property and equipment.
Net cash used in investing activities was $57,436,408 during the year ended September 30, 2022 related primarily to the completion of
the acquisition of the Aspire B2C business in November 2021. Also contributing to the cash
used in investing activities were purchase of fixed assets of $1,200,882 due primarily to opening of our office in Malta and purchase
of software assets to support the new wagering platform.

 Cash used provided by financing activities

 Net cash provided by financing activities was $3,545,947
for the year ended September 30, 2023 due to the cash received from sale of common stock of $5,921,982, proceeds from settlement of derivatives
of $973,965 and proceeds from the revolving note of $1,650,000, partially offset by the repayment of $5,000,000 on the Senior Notes.

 Net
cash provided by financing activities was $63,655,757 for the year ended September 30, 2022 due to the issuance of the Preferred and
Common Stock and Senior Notes which resulted in net cash proceeds of $33,516,000 and $26,627,111, respectively, as well as the net
cash proceeds of $3,492,450 raised in June 2022 from a private placement and $20,196 in cash proceeds from the exercise of stock
options.

 Off Balance Sheet
Arrangements

 None.

 Critical Accounting Policies and Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments
that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to
be those that require more significant judgments and estimates in the preparation of our financial statements, including the following:
long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions
believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

 Management believes its application of accounting
policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated,
and adjustments are made when facts and circumstances dictate a change.

 Stock-based Compensation

 Our historical and outstanding stock-based compensation
awards, including the issuances of options and other stock awards under our equity compensation plans, have typically included service-based
or performance-based vesting conditions. For awards with only service-based vesting conditions, we record compensation cost for these
awards using the straight-line method over the vesting period. For awards with performance-based vesting conditions, we recognize compensation
cost on a tranche-by-tranche basis.

 Stock-based compensation expense is measured based
on the grant-date fair value of the stock-based awards and is recognized over the requisite service period of the awards. The Black-Scholes
model requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate and
expected dividends. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates
the expected term. The expected term assumption used in the Black-Scholes model represents the period of time that the options are expected
to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option.

 The assumptions underlying these valuations represent
management's best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors
or expected outcomes change and our management uses significantly different assumptions or estimates, our stock-based compensation expense
for future periods could be materially different, including as a result of adjustments to stock-based compensation expense recorded for
prior period.

 Impairment of Long-Lived Assets

 We regularly
review our long-term assets, comprising intangible assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Determination of recoverability generally requires us to estimate the fair value
of the long-term asset, including making assumptions and judgments on several items including, but not limited to, the future cash flows
that will be generated by these assets. Measurement of any impairment loss for long-lived assets is based on the amount by which the carrying
value exceeds the fair value of the asset.

 Business Combinations

 We allocate
the fair value of purchase consideration to the assets acquired and liabilities assumed in the companies acquired based on their fair
values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and
liabilities assumed is recorded as goodwill and may involve engaging independent third parties to perform an appraisal. When determining
the fair values of assets acquired and liabilities assumed in the acquired company, management makes significant estimates and assumptions,
especially with respect to intangible assets.

 Critical
estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future
growth rates, and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use
in pricing the asset or liability. Amounts recorded in a business combination may change during the measurement period, which is a period
not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes
available.

 Goodwill

 We review
goodwill for impairment annually or whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.
A qualitative assessment is first performed to determine if the fair value of a reporting unit is more likely than not to be less than
its carrying amount. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions,
or other events impacting the reporting unit. If we determine an impairment is more likely than not based on our qualitative assessment,
a quantitative assessment of impairment is performed.

 Performing
a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates
and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected
future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables.
If we determine the carrying amount exceeds fair value, goodwill is impaired, and the excess is recognized as an impairment loss.

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk.

 We are a smaller reporting company as defined by
Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 Item 8.

 Financial Statements and Supplementary Data.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of September 30, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended September 30, 2023 and 2022

 Consolidated Statement of Changes in Shareholders' Equity (Deficit) for the Years Ended September 30, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended September 30, 2023 and 2022

 Notes to the Consolidated Financial Statements

 Report of Independent Registered Public Accounting
Firm

 To the shareholders and the board of directors
of EBET, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of EBET, Inc. as of September 30, 2023 and 2022, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September
30, 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.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's
operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit 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 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 audit included performing procedures to assess
the risks of material misstatement of the 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 financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/ BF Borgers CPA PC

 BF Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since
2022

 Lakewood, CO

 F- 1

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 304,709

 $

 Accounts receivable, net

 643,254

 1,647,345

 Prepaid expenses and other current assets

 1,331,201

 1,772,332

 Derivative asset

 –

 1,116,153

 Right of use asset, operating lease, current portion

 –

 129,975

 Total current assets

 2,279,164

 10,152,015

 Long term assets:

 Fixed assets, net

 161,213

 546,408

 Intangible assets, net

 3,701,609

 27,545,329

 Goodwill

 8,962,652

 30,657,460

 Total assets

 $
 15,104,638

 $
 68,901,212

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 22,775,031

 $
 14,273,249

 Current lease liabilities

 –

 129,974

 Borrowings, current portion

 39,252,130

 21,202,585

 Liabilities to users

 937,948

 1,272,308

 Total current liabilities

 62,965,109

 36,878,116

 Long-Term Liabilities:

 Borrowings, net of current portion

 10,257,520

 Total liabilities

 63,524,706

 47,135,636

 COMMITMENTS AND CONTINGENCIES

 –

 –

 Stockholders' equity (deficit):

 Preferred Stock, $ 0.001 par
 value, 10,000,000 shares authorized, 0 and 37,700 issued
 and outstanding as of September 30, 2023 and 2022, respectively

 –

 Common Stock; $ 0.001 par value, 500,000,000 shares authorized 14,979,642 and 555,153 shares issued and outstanding as of September 30, 2023 and 2022, respectively

 14,980

 Additional paid-in capital

 103,255,793

 91,957,856

 Accumulated other comprehensive (deficit) income

 ( 532,401
)

 ( 7,365,129
)

 Accumulated deficit

 ( 151,158,440
)

 ( 62,827,744
)

 Total stockholders' equity (deficit)

 ( 48,420,068
)

 21,765,576

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 $
 15,104,638

 $
 68,901,212

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

 F- 2

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 For the Years Ended

 2023

 2022

 Revenue

 $
 39,177,504

 $
 58,596,620

 Cost of revenue

 ( 21,974,147
)

 ( 36,014,055
)

 Gross profit

 17,203,357

 22,582,565

 Operating expenses:

 Sales and marketing expenses

 10,743,972

 27,500,618

 General and administrative expenses

 26,100,283

 17,640,728

 Product and technology expenses

 1,149,717

 3,993,846

 Impairment loss

 44,917,891

 3,851,503

 Acquisition costs

 –

 2,240,147

 Total operating expenses

 82,911,863

 55,226,842

 Loss from operations

 ( 65,708,506
)

 ( 32,644,277
)

 Other income (expenses):

 Interest expense

 ( 17,113,413
)

 ( 9,894,531
)

 Gain (loss) on derivative instruments

 ( 142,187
)

 1,239,510

 Fair value of warrant liability

 1,114,925

 –

 Foreign currency loss

 ( 2,394,696
)

 ( 128,311
)

 Total other expense

 ( 18,535,371
)

 ( 8,783,332
)

 Loss before provision for income taxes

)

)

 Provision for income taxes

 –

 –

)

)

 Preferred stock dividends

 ( 4,086,819
)

 ( 4,750,585
)

 Net loss attributable to common shareholders

 ( 88,330,696
)

 ( 46,178,194
)

 Other comprehensive income:

 Foreign currency translation income (loss)

 6,832,727

 ( 7,419,040
)

 Total other comprehensive income

 6,832,727

 ( 7,419,040
)

 Comprehensive loss

 $
 ( 81,497,969
)

 $
 ( 53,597,234
)

 Net loss per common share – basic and diluted

 $
 ( 32.23
)

 $
 ( 93.35
)

 Weighted average common shares outstanding – basic and diluted

 2,740,990

 494,655

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

 F- 3

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY (DEFICIT)

 FOR THE YEARS ENDED SEPTEMBER 30, 2023 AND
2022

 Accumulated

 Preferred stock

 Common Stock

 Additional

 Other

 Number of

 Number of

 paid-in

 Comprehensive

 Accumulated

 Shares

 Amount

 Shares

 Amount

 capital

 Income

 deficit

 Total

 Balance at September 30, 2021

 –

 $
 –

 443,848

 $

 $
 26,847,225

 $
 53,911

 $
 ( 16,649,550
)

 $
 10,252,030

 Shares and warrants issued for cash, net

 –

 –

 32,587

 3,492,418

 –

 –

 3,492,450

 Preferred shares issued for cash, net

 37,700

 –

 –

 33,515,962

 –

 –

 33,516,000

 Shares issued to for acquisition of Aspire B2C business

 –

 –

 6,228

 5,665,364

 –

 –

 5,665,370

 Cashless exercise of warrants

 –

 –

 28,643

 ( 29
)

 –

 –

 –

 Shares issued for conversion of borrowings

 –

 –

 27,500

 412,472

 –

 –

 412,500

 Exercise of stock options for cash

 –

 –

 1,960

 20,194

 –

 –

 20,196

 Stock-based compensation

 –

 –

 14,387

 5,447,358

 –

 –

 5,447,372

 Preferred share dividends

 –

 –

 –

 –

 4,750,585

 –

 ( 4,750,585
)

 –

 Stock warrants issued in connections with Senior Notes

 –

 –

 –

 –

 11,806,307

 –

 –

 11,806,307

 –

 –

 –

 –

 –

 –

)

)

 Comprehensive income

 –

 –

 –

 –

 –

 ( 7,419,040
)

 –

 ( 7,419,040
)

 Balance at September 30, 2022

 37,700

 555,153

 91,957,856

 ( 7,365,129
)

 ( 62,827,744
)

 21,765,576

 Stock-based compensation

 –

 –

 4,076

 1,290,786

 –

 –

 1,290,791

 Shares issued for conversion of borrowings

 –

 –

 75,179

 1,127,582

 –

 –

 1,127,657

 Common stock issued for cash

 –

 –

 212,418

 5,921,770

 –

 –

 5,921,982

 Reclassification of warrants as liabilities

 –

 –

 –

 –

 ( 1,114,925
)

 –

 –

 ( 1,114,925
)

 Conversion of preferred stock

 ( 37,700
)

 ( 38
)

 14,132,816

 14,133

 ( 14,095
)

 –

 –

 –

 Preferred share dividends

 –

 –

 –

 –

 4,086,819

 –

 ( 4,086,819
)

 –

 –

 –

 –

 –

 –

 –

)

)

 Comprehensive income

 –

 –

 –

 –

 –

 6,832,728

 –

 6,832,728

 Balance at September 30, 2023

 –

 $
 –

 14,979,642

 $
 14,980

 $
 103,255,793

 $
 ( 532,401
)

 $
 ( 151,158,440
)

 $
 ( 48,420,068
)

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

 F- 4

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended

 September
 30,

 2023

 2022

 Cash flow from operating activities:

 $
)

 $
)

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

 Amortization of debt discount

 11,012,829

 4,778,405

 (Gain) loss on derivative instruments

 142,187

 ( 1,116,153
)

 Change in fair value of warrant liabilities

 ( 1,114,925
)

 –

 Depreciation and amortization

 6,971,311

 6,377,301

 Amortization of right of use assets

 142,444

 175,497

 Stock-based compensation

 1,290,791

 5,447,372

 Impairment loss

 44,917,891

 3,851,503

 Foreign exchange loss

 2,394,696

 128,092

 Gain on cryptocurrency settlement

 –

 ( 428
)

 Changes in operating assets and liabilities:

 Accounts receivable

 1,155,206

 ( 1,793,198
)

 Prepaid expenses

 569,573

 ( 1,128,372
)

 Accounts payable and accrued liabilities

 7,351,432

 11,988,008

 Right of use lease liabilities

 ( 142,443
)

 ( 14,969
)

 Liabilities to users

 ( 453,365
)

 1,339,717

 Net cash used in operating activities

 ( 10,006,250
)

 ( 11,394,834
)

 Cash flow from investing activities:

 Purchase of software and equipment

 ( 11,390
)

 ( 1,200,882
)

 Acquisition of Aspire B2C business

 –

 ( 56,235,526
)

 Proceeds from sale of fixed
 assets

 23,770

 –

 Net cash used by investing activities

 12,380

 ( 57,436,408
)

 Cash flow from financing activities:

 Proceeds from settlement of derivative instruments

 973,965

 –

 Repayment of notes payable

 ( 5,000,000
)

 –

 Proceeds from debt issuance, net of issuance costs

 –

 26,627,111

 Proceeds from revolving line of credit

 1,650,000

 –

 Proceeds from equity issuances,
 net of costs of capital

 5,921,982

 37,028,646

 Net cash provided by financing
 activities

 3,545,947

 63,655,757

 Effect of foreign exchange rates on cash

 1,266,422

 1,596,836

 NET CHANGE IN CASH

 ( 5,181,501
)

 ( 3,578,649
)

 CASH AT BEGINNING OF PERIOD

 9,064,859

 CASH AT END OF PERIOD

 $
 304,709

 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 4,011,085

 $
 3,575,349

 Cash paid for income taxes

 $
 –

 $
 –

 Non-cash transactions

 Preferred shares issued for
 dividends

 $
 4,086,819

 $
 4,750,585

 Stock warrants issued in
 connection with Senior Notes

 $
 –

 $
 7,661,382

 Common stock issued for acquisition
 of Aspire B2C business

 $
 –

 $
 5,665,370

 Promissory note issued for
 acquisition of Aspire B2C business

 $
 –

 $
 11,330,740

 Stock issued for conversion
 of borrowings

 $
 1,127,657

 $
 412,500

 Capitalized interest and
 waiver fees on Senior Notes and Revolving Loan

 $
 832,184

 $
 –

 Stock issuable for intangible
 assets

 $
 –

 $
 1,513,902

 Stock issued for conversion
 of preferred stock

 $
 422,837

 $
 –

 Reclassification of warrant
 as liabilities

 $
 1,294,638

 $
 –

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

 F- 5

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS
AND GOING CONCERN

 Organization

 EBET, Inc. ("EBET" or "the Company")
was formed on September 24, 2020 as a Nevada corporation. EBET is a technology company operating platforms focused on i-gaming including
casino and sportsbook. The Company operates under a Curacao gaming sublicense pursuant to a set of agreements with Aspire Global plc ("Aspire")
as a platform provider allowing EBET to provide online betting services to various countries around the world.

 At the
Company's annual meeting of stockholders completed on July 26, 2023, the stockholders of the Company approved an
amendment to the Company's amended and restated articles of incorporation (the "Amendment") to effect the reverse
stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the
Company's board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined
by the Company's board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

 Pursuant to such authority granted by the
Company's stockholders, the Company's board of directors approved a one-for-thirty (1:30) reverse stock split (the "Reverse
Stock Split") of the Company's common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment
was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split became effective in accordance with the terms
of the Amendment at 4:01 p.m. Eastern Time on September 29, 2023 (the "Effective Time"). The Amendment provides that, at the
Effective Time, every thirty shares of the Company's issued and outstanding common stock will automatically be combined into one
issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001. All common share and
per share amounts have been retroactively adjusted to reflect the Reverse Stock Split.

 Acquisition of the B2C business of Aspire Global plc

 On October 1, 2021, the Company, and its wholly owned subsidiary, Esports
Product Technologies Malta Ltd. ("Esports Malta"), entered into a Share Purchase Agreement (the "Acquisition Agreement")
with Aspire and various Aspire group companies to acquire all of the issued and outstanding shares of Karamba Limited, a subsidiary of
Aspire. The total acquisition price was 65,000,000 paid as follows: (i) cash amount of 50,000,000; (ii) 10,000,000,
payable in accordance with the terms of an unsecured subordinated promissory note (the "Note"); and (iii) shares of Company
common stock, which are valued at 5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution
date of the Acquisition Agreement (the "Exchange Shares"). See Notes 3, 4 and 5 for additional information.

 Going Concern

 The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability
of the Company to obtain equity or debt financings to continue operations. The Company has a history of and expects to continue to report
negative cash flows from operations and a net loss. The Company's forecasts for 2024 and beyond indicate that it will need additional
funding in order to have sufficient financial resources to continue to settle its debts as they fall due. The Company has taken significant
measures in an attempt to increase the profitability of its business in the short term. These actions include optimizing the efficiency
of marketing campaigns, reducing the total number of employees and contractors, terminating software and other immaterial contracts as
well as generally reducing the operating costs of the business. These efforts have also resulted in an increased focus on the Company's
i-gaming business and a significant reduction in the investment of the Company's esports products and technologies, which resulted
in the recognition of an impairment loss on certain intangible assets and fixed assets. As a result of the Company's actions as
referenced above, it does not expect to launch its esports products in the foreseeable future. These factors raise substantial doubt regarding
the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, government
or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and
licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination
thereof can be achieved.

 F- 6

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The significant accounting policies followed in the preparation of
the consolidated financial statements are as follows:

 Basis of Presentation and Consolidation

 The basis of accounting applied is United States generally accepted
accounting principles ("US GAAP"). All amounts included in these financial statements and footnotes are expressed in U.S.
Dollars, unless otherwise noted. The accompanying consolidated financial statements include the accounts of the Company and its wholly
owned subsidiaries. All intercompany accounts, transactions and balances have been eliminated in consolidation.

 Certain reclassifications have been made to prior period amounts to
conform to the current year presentation.

 Business combinations

 The Company accounts for business combinations under the acquisition
method of accounting, in accordance with ASC 805, which requires assets acquired and liabilities assumed to be recognized at their fair
values as of the acquisition date. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities
assumed is recorded as goodwill. The fair values of the assets acquired, and liabilities assumed are determined based upon the valuation
of the acquired business and involve management making significant estimates and assumptions.

 Use of Estimates

 The preparation of the financial statements in conformity with generally
accepted accounting principles in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or
more future confirming events. Accordingly, actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 Cash and cash equivalents include short-term investments with original
maturities of 90 days or less at the date of purchase. The recorded value of our cash and cash equivalents approximates their fair value.

 Accounts Receivable

 Accounts receivables are recorded at amortized
cost, less any allowance for doubtful accounts. Accounts receivable consists primarily of amounts due from our platform provider. The
receivable balance owed to the Company represents the net amount owed to the Company by Aspire related to the strategic agreement for
the Company's i-gaming platform and is stated at historical cost less any allowance for doubtful accounts. The allowance for doubtful
accounts was $ 0 as of September 30, 2023 and 2022.

 F- 7

 Fixed Assets, net

 Software and equipment are carried at cost, net of accumulated depreciation.
Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Additions and improvements are
capitalized, while repairs and maintenance are expensed as incurred.

 Intangible Assets

 The Company's intangible assets consist primarily of customer
relationships, trademarks and internet domain names. Certain intangible assets have a defined useful life and others are classified
as indefinite-lived intangible assets. Other intangible assets with a defined useful life are amortized over their estimated useful economic
lives on a straight-line basis. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually,
or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived
asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option
to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined
that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise,
it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new
cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

 Impairment of Long-Lived Assets

 Long-lived assets consist of software and equipment, finite-lived acquired
intangible assets, such as license agreements, and indefinite-lived assets such as internet domain names. Long-lived assets are tested
for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully
recoverable. Impairment expense is recognized to the extent an asset's expected undiscounted future cash flows are less than the
asset's carrying amount. As of September 30, 2023, the Company determined that it's intangible assets and goodwill were impaired
and recognized an impairment loss of $ 44,917,891, consisting of $ 24,790,233 related to goodwill and $ 20,127,658 related to intangible
assets, primarily indefinite lived assets and customer relationships, which were fully impaired as of September 30, 2023. During the year
ended September 30, 2022, the Company determined that its long-lived assets related to the esports business, including intangible assets,
were impaired. As a result, the Company recognized an impairment loss of $ 3,851,503, including $ 3,282,243 related to intangible assets
and $ 569,260 related to property and equipment.

 Leases

 The Company accounts for leases under ASC 842. The Company assesses
whether a contract contains a lease on its execution date. If the contract contains a lease, lease classification is assessed upon its
commencement date under ASC 842. For leases that are determined to qualify for treatment as operating leases, rent expense is recognized
on a straight-line basis over the lease term. Leases that are determined to qualify for treatment as finance leases recognize interest
expense as determined using the effective interest method with corresponding amortization of the right-of-use assets. For leases with
terms of 12 months and greater, an asset and liability are initially recorded at an amount equal to the present value of the unpaid lease
payments over the lease term. In determining the lease term for each lease, the Company includes options to extend the lease when
it is reasonably certain that the option will be exercised. The Company uses the interest rate implicit in the lease, when known, or its
estimated incremental borrowing rate, which is derived from information available at the lease commencement date including prevailing
financial market conditions, in determining the present value of the unpaid lease payments.

 The Company's only significant lease was for office space in
Malta, which had a two-year lease term beginning August 1, 2021, and is classified as an operating lease. The lease has an option to extend
the term for an additional two years with a 10% increase in annual rent. The Company recognized a right of use asset and lease liability
of $ 381,346 at commencement based on the present value of lease payments at commencement and utilizing an estimate incremental borrowing
rate of 10%. The lease term expired in July 2023.

 F- 8

 The following table summarizes the lease-related
assets and liabilities recorded in the consolidated balance sheets at September 30, 2023 and 2022:

 Schedule of lease-related
assets and liabilities

 Operating Leases:

 Operating lease right-of-use assets

 $
 –

 $
 129,975

 Right of use liability operating lease current portion

 $
 –

 $
 129,974

 Right of use liability operating lease long term

 –

 –

 Total operating lease liabilities

 $
 –

 $
 129,974

 Operating lease expense was $ 142,375 and $ 201,978 during the years
ended September 30, 2023 and 2022, respectively.

 Liabilities to Users

 The Company records liabilities for user account balances at a given
reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout
made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. The user balances are maintained
by the Company's third-party platform provider, and the Company has an asset of an equivalent amount included within Prepaid
expense and other current assets on the Company's consolidated balance sheets.

 Revenue Recognition

 The Company recognizes revenue in accordance with ASC Topic 606, Revenue
From Contracts With Customers, which was adopted on October 1, 2018 using the modified retrospective method. ASC Topic 606 requires
companies to recognize revenue in a manner that depicts 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. In addition, the standard requires
disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption
of ASC Topic 606 had no impact to the Company's comparative consolidated financial statements. Revenue is recognized based on the
following five step model:

 Identification of the contract with a customer

 Identification of the performance obligations in the contract

 Determination of the transaction price

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

 Recognition of revenue when, or as, the Company satisfies a performance obligation

 F- 9

 No single customer accounted for more than 10% of revenue for the years
ended September 30, 2023 and 2022. In addition, no disaggregation of revenue is required because all current revenue is generated from
gaming revenue.

 i-gaming, or online casino, typically includes
digital versions of wagering games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings,
the Company functions similarly to land-based casinos, generating revenue through casino hold, as users play against the house. i-gaming
revenue is generated from user wagers net of payouts made on users' winning wagers and incentives awarded to users.

 Sportsbook or sports betting involves a user
wagering money on an outcome or series of outcomes occurring. When a user's wager wins, the Company pays the user a pre-determined
amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports
wagering opportunity offered to users. Sportsbook revenue is generated from users' wagers net of payouts made on users' winning
wagers and incentives awarded to users.

 Performance Obligations

 The Company operates an online betting platform allowing users to place
wagers on a variety of live sporting events, i-gaming and esports events. Each wager placed by users create a single performance obligation
for the Company to administer each event wagered. The performance obligation is satisfied once the event wagered on has been completed.
Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.

 Transaction Price Considerations

 Variability in the transaction price arises
primarily due to market-based pricing, cash discounts, revenue sharing and usage-based fees. The Company offers loyalty programs, free
plays, deposit bonuses, discounts, rebates and other rewards and incentives to its customers. Revenue for Sportsbook and i-gaming is collected
prior to the contest or event and is fixed once the outcome is known. Prizes paid and payouts made to users are recognized when awarded
to the player.

 Cost of Revenue

 Cost of revenue consists of third-party costs associated with the betting
software platform and gaming taxes.

 Sales and Marketing Expenses

 Sales and marketing expenses consist primarily
of expenses associated with amounts paid to affiliates, advertising and related software, strategic league and team partnerships and costs
related to free to play contests, and the compensation of sales and marketing personnel, including stock-based compensation expenses.
Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated
to affiliates are recorded as a component of marketing expense. Advertising costs are expensed as incurred.

 Product and Technology Expenses

 Product and technology expenses consist primarily of expenses which
are not subject to capitalization or otherwise classified within Cost of Revenue. Product and Technology expenses include software licenses,
depreciation of hardware and software and costs related to the compensation of product and technology personnel, including stock-based
compensation.

 F- 10

 General and Administrative Expenses

 General and administrative expenses include costs related to the compensation
of the Company's administrative functions, insurance costs, professional fees and consulting expense.

 Income Taxes

 Deferred taxes are determined utilizing the asset and liability
method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and
the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not
be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying
asset or liability or if not directly related to and asset or liability based on the expected reversal dates of the specific temporary
differences.

 Fair value of financial instruments

 The Company discloses fair value measurements for financial and non-financial
assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date.

 The accounting standard establishes a fair value hierarchy that prioritizes
observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

 Level 1:

 Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 Level 2:

 Observable prices that are based on inputs not quoted on active markets but are corroborated by market data.

 Level 3:

 Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 The following tables set forth the fair value
of the Company's financial assets and liabilities measured at fair value as of September 30, 2023 and 2022 based on the three-tier
fair value hierarchy:

 Schedule of fair value
of financial assets and liabilities

 Fair Value Measurements at September 30, 2023

 Level 1

 Level 2

 Level 3

 Assets

 Cash

 $
 304,709

 $
 –

 $
 –

 Total assets

 304,709

 –

 –

 Liabilities

 Senior Notes, net of discount

 –

 –

 Revolving line of credit

 –

 –

 –

 –

 Convertible notes payable, net of discount

 –

 –

 Other notes payable, net of discount

 –

 –

 Total liabilities

 $
 –

 $

 $
 –

 F- 11

 Fair Value Measurements at September 30, 2022

 Level 1

 Level 2

 Level 3

 Assets

 Cash

 $

 $
 –

 $
 –

 Derivative asset

 –

 1,116,153

 –

 Total assets

 1,116,153

 –

 Liabilities

 Senior Notes, net of discount

 –

 19,595,694

 –

 –

 9,748,000

 –

 Convertible notes payable, net of discount

 –

 1,606,891

 –

 Other notes payable, net of discount

 –

 509,520

 –

 Total liabilities

 $
 –

 $
 31,460,105

 $
 –

 Derivative Instruments

 The Company accounts for its derivative financial instruments in accordance
with ASC Topic 815, Derivatives and Hedging ("ASC 815") and ASC Topic 820, Fair Value Measurements and Disclosures
 ("ASC 820"). The Company uses derivative financial instruments to reduce its exposure to changes in foreign currency
exchange rates. All derivatives are recorded at fair value on the Consolidated Balance Sheets and changes in the fair value of derivative
financial instruments are either recognized in Accumulated other comprehensive income (loss) (a component of Total shareholders' equity),
Long-term debt or Net income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge
and, if designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in
the same category as the cash flows from the related hedged items.

 The Company's derivative instruments do not subject its earnings or
cash flows to material risk, as gains and losses on these derivatives are intended to offset losses and gains on the item being hedged.
The Company does not enter into derivative transactions for speculative purposes and it does not have any non-derivative instruments that
are designated as hedging instruments pursuant to ASC 815. The Company manages the credit risk of its counterparties by dealing only with
institutions that it considers financially sound and considers the risk of non-performance to be remote.

 The Company entered into foreign exchange forward contracts to mitigate
the change in fair value of specific liabilities and cash flows on the Consolidated Balance Sheets that were denominated in Euros related
to the acquisition of the Aspire B2C business in November 2021. These undesignated hedging instruments are recorded at fair value as a
derivative asset or liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other income
(expense), net. The cash flows related to the gains and losses are classified in the consolidated statements of cash flows as part of
cash flows from operating activities. The total notional amount of outstanding undesignated derivative instruments was $ 16,050,000 as
of September 30, 2022. During the year ended September 30, 2023, the Company settled all of its foreign exchange forward contracts. The
Company recognized a loss of $ 142,187 and a gain on derivative instruments of $ 1,239,510 during the years ended September 30, 2023 and
2022, respectively.

 F- 12

 Foreign Currency

 The Company's reporting currency is the U.S. Dollar. Certain
subsidiaries of the Company have a functional currency other than the U.S. Dollar and are translated to the Company's reporting
currency at each reporting date. Non-monetary items are translated at historical rates. Monetary assets and liabilities are translated
from British Pounds Sterling and Euro into U.S. Dollars, at the period-end exchange rate, while foreign currency expenses are translated
at the exchange rate in effect on the date of the transaction. The net effect of translation is reflected as other comprehensive income.
The gains or losses on transactions denominated in currencies other than an entity's functional currency are included in the consolidated
statement of operations.

 Earnings per share

 The Company computes earnings per share in accordance with Accounting
Standards Codification Topic 260 – Earnings per Share (Topic 260). Topic 260 requires presentation of both basic and diluted earnings
per shares (EPS) on the face of the income statement. The basic net loss per common share is calculated by dividing the Company's
net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common
share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of
common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number
of common shares adjusted for any potentially dilutive debt or equity.

 Embedded Conversion Features

 The Company evaluates embedded conversion features within convertible
debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated
from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion
feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion
and Other Options." Under the ASC 470-20, an entity must separately account for the liability and equity components of the convertible
debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic
interest cost. The effect of ASC 470-20 on the accounting for our convertible debt instruments is that the equity component is required
to be included in the additional paid-in capital section of stockholders' equity on the consolidated balance sheets and the value
of the equity component is treated as original issue discount for purposes of accounting for the debt component of the notes. As a result,
the Company is required to record non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible
debt to their face amount over the term of the convertible debt. We report higher interest expense in our financial results because ASC
470-20 requires interest to include both the current period's amortization of the debt discount and the instrument's coupon
interest.

 Recently Issued Accounting Pronouncements

 From time to time, new accounting pronouncements are issued by the
Financial Accounting Standard Board ("FASB") or other standard setting bodies that the Company adopts as of the specified
effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material
impact on the Company's financial position or results of operations upon adoption.

 F- 13

 NOTE 3 – BUSINESS COMBINATION

 Acquisition of the B2C business of Aspire Global plc

 On October 1, 2021, the Company and Esports Malta entered into the
"Acquisition Agreement" with Aspire, Aspire Global International Limited, AG Communications Limited, Aspire Global 7 Limited
(collectively the "Aspire Related Companies"), and Karamba Limited ("Karamba") whereby Esports Malta acquired
all of the issued and outstanding shares of Karamba from the Aspire Related Companies. The total acquisition price, paid at the closing
of the acquisition of the Karamba shares, was 65,000,000 paid as follows: (i) a cash amount of 50,000,000; (ii) 10,000,000,
paid in accordance with the terms of an unsecured subordinated promissory note (the "Note"); and (iii) shares of Company common
stock, which were valued at 5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution date
of the Acquisition Agreement). The transaction closed on November 29, 2021.

 The acquired assets were recorded at their estimated fair values. The
purchase price of this acquisition was allocated follows:

 Schedule of allocation of purchase price

 Fair Value

 Trademarks

 $
 21,836,528

 Customer relationships

 16,162,202

 Goodwill

 35,620,270

 Total

 $
 73,619,000

 Useful life is the period over which an asset is expected to add to
the future cash flows of an entity. Useful life for identifiable assets is generally estimated using a modified straight-line method or
a usage period. The Company has determined that the useful life of the trademarks vary from 5 years to an indefinite life and determined
that the useful life of the Customer Relationships was three years.

 Goodwill represents the excess of the gross considerations transferred
over the fair value of the underlying net assets acquired and liabilities assumed. Goodwill recognized is not deductible for local tax
purposes.

 Upon completing the acquisition of Aspire, the
company incurred the following costs:

 Schedule of acquisition costs

 Debt issuance costs

 $
 3,372,889

 Equity issuance costs

 $
 4,184,000

 Transaction expenses

 $
 2,240,147

 Debt issuance costs relate to costs associated with acquiring the loan
from the CP BF Lending LLC. These have been recorded as reduction of the face value of the debt and are amortized over the life of the
loan. Equity issuance costs relate to the costs associated with the private placement. These have been recorded as reduction of the equity
proceeds. Transactions costs relate to all direct and indirect costs associated with the acquisition and expensed as incurred.

 F- 14

 Unaudited proforma information

 The following schedule contains pro-forma consolidated results of operations
for the year ended September 30, 2023 and 2022 as if the Aspire B2C acquisition occurred on October 1, 2021. The pro forma results of
operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved
if the acquisition had taken place on October 1, 2021, or of results that may occur in the future.

 Schedule of business combination proforma results

 Fiscal Year Ended

 Revenue

 $
 39,177,504

 $
 68,628,158

 Operating loss

 ( 65,708,506
)

 ( 32,488,215
)

)

 ( 42,698,109
)

 Net loss attributable to common shareholders

 ( 88,330,696
)

 ( 48,398,814
)

 Loss per common share - basic and diluted

 $
 ( 32.23
)

 $
 ( 97.84
)

 The most significant proforma adjustments relate to annual interest
on the Senior Notes and Note to Aspire issued in connection with the acquisition, amortization expense of the estimated intangible assets
recognized as part of the purchase price allocation, and the preferred dividends incurred in connection with the financing of the acquisition.

 NOTE 4 – BORROWINGS

 The following is a summary of borrowings outstanding
as at September 30, 2023 and 2022:

 Schedule of borrowings outstanding

 Contractual Interest

 Unamortized
 debt
 discount

 Accrued Interest

 rate

 Cur

 Local

 USD

 USD

 USD

 USD

 USD

 Senior Note

 15.0 %

 USD

 –

 –

 –

 Revolving Note

 15.0 %

 USD

 –

 –

 –

 10 %

 EUR

 10,000,000

 –

 –

 2,049,029

 Convertible notes

 10 %

 USD

 –

 –

 62,681

 Other

 0 %

 USD

 ( 115,403
)

 –

 –

 39,927,130

 ( 115,403
)

 –

 Current

 39,252,130

 Long-term

 –

 F- 15

 Contractual Interest

 Unamortized debt discount

 Carrying Amount

 Accrued Interest

 rate

 Cur

 Local

 USD

 USD

 USD

 USD

 USD

 Senior notes

 15 %

 USD

 30,558,446

 30,558,446

 ( 8,526,776
)

 ( 2,435,976
)

 19,595,694

 –

 10 %

 EUR

 10,000,000

 9,748,000

 –

 –

 9,748,000

 888,343

 Convertible notes

 10 %

 USD

 1,606,891

 1,606,891

 –

 –

 1,606,891

 200,947

 Other

 0 %

 USD

 ( 165,480
)

 –

 509,520

 –

 42,588,337

 ( 8,692,256
)

 ( 2,435,976
)

 31,460,105

 1,089,290

 Current

 21,202,585

 1,089,290

 Long-term

 10,257,520

 –

 31,460,105

 1,089,290

 Senior Notes

 On November 29, 2021, the Company entered into
a credit agreement (the "Credit Agreement") with CP BF Lending, LLC ("Lender"), pursuant to which the Lender agreed
to make a single loan to the Company of $ 30,000,000 (the "Loan"). The Loan bears interest on the unpaid principal amount at
a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Loan at a rate equal to 14.0% per
annum, plus (2) payable-in-kind interest ("PIK Interest") on the unpaid principal amount of the Loan at a rate equal to 1.0%
per annum. The Company paid to Lender on the closing date a non-refundable origination fee in an amount equal to $ 750,000.

 The Senior Note matures in 36 months, provided
that the Company may receive two 12-month extensions of the maturity date by paying to the Lender (1) an extension fee equal to 1.0% of
the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and
expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses
for appraisals, collateral exams and audits, and legal counsel. The foregoing extension right is subject to, among other items, (i) the
Loan not being in default, (ii) the representations and warranties contained in Credit Agreement being true and correct; and (iii) the
Lender granting its written approval thereof in its sole discretion.

 The Senior Note may be prepaid by the Company
at any time. In addition, the Credit Agreement provides that in the event there shall be excess cash flow from the Aspire Business (as
such concept is defined in the Credit Agreement) for any calendar month, commencing with the month ended December 31, 2022, the Company
shall apply a portion of such excess cash flow amount to prepay the outstanding principal balance of the Loan; provided that no such prepayment
shall be required once the unpaid principal balance of the Loan has been reduced to $15,000,000.

 The Credit Agreement requires the Company to meet
certain financial covenants. The Loan is secured by all of the assets of the Company and its subsidiaries. The Loan may be accelerated
by the Lender upon an event of default, which in addition to customary events of default include: (i) if (1) any of the Company or its
subsidiaries shall fail to maintain in full force and effect any gaming approval (as defined in the Credit Agreement) required for the
operation of its business or (2) any gaming regulator shall impose any condition or limitation on any of the foregoing entities that could
be reasonably expected to have a material adverse effect; or (ii) the suspension from trading or failure of the Company's common
stock to be trading or listed on the Nasdaq exchange for a period of three consecutive trading days.

 F- 16

 As of March 31, 2022, the Company had not maintained
compliance with the covenants of the Senior Notes and obtained a waiver from its lender which waiver was contingent on the completion
of an equity raise of $3.5 million, which was completed in June 2022. In consideration for obtaining a waiver from the compliance with
certain covenants, the Company agreed to amend the Senior Notes such that $5 million of principal loan balance becomes convertible at
$107.40 per share commencing after the Company raises the $5,000,000 of common equity (including the foregoing $3.5 million). On February
2, 2023, the conversion option became exercisable upon closing of the offering that generated $ 6,500,000 of gross proceeds.

 In connection with the Loan, the Company issued
the Lender a warrant (the "Lender Warrant") to purchase 52,262 shares of Company common stock at an initial exercise price
of $750 per share expiring on the earlier to occur of (i) five years following the issue date or (ii) the second anniversary of the satisfaction
of all obligations of the Company under the Credit Agreement. The exercise price is subject to appropriate adjustment in the event of
certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company's
common stock. In addition, the exercise price of the Lender Warrant is subject to "weighted-average" anti-dilution protection
for issuances by the Company below the exercise price (other than certain defined exempt issuances), and, upon shareholder approval, which
was received on February 9, 2022, the number of shares underlying the Lender Warrant shall also be adjusted for issuances to which the
"weighted-average" anti-dilution protection applies. Pursuant to the foregoing anti-dilution provision, in connection with
the $3.5 million offering completed in June 2022, the number of shares underlying the warrant increased to 55,152 and the exercise price
was reduced to $710.70. Pursuant to the foregoing anti-dilution provision, in connection with the $6.5 million offering completed in February
2023, the number of shares underlying the warrant increased to 77,082 and the exercise price was reduced to $ 508.50. The Lender will not
have the right to exercise any portion of the Lender Warrant if the Lender (together with its affiliates) would beneficially own in excess
of 4.99% of the number of shares of Company common stock outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the Lender Warrant, which beneficial ownership amount, at the election of the
Lender may be increased to any other percentage not in excess of 19.99% as specified by the Lender. If a fundamental transaction occurs,
then the successor entity will succeed to, and be substituted for the Company, and will assume all of the Company's obligations
under the Lender Warrant with the same effect as if such successor entity had been named in the Lender Warrant itself. On December 29, 2023, the Lender agreed to cancel all 77,082 outstanding common stock warrants it held.

 Between September 2, 2022 and June 20, 2023, the
Lender provided the Company with multiple limited waivers of the Senior Note covenants in exchange for aggregate payments of $ 609,558
which were added to the principal amount of the Senior Note. During this period, the Company made a principal repayment of $ 3,000,000
which reduced the minimum cash balance requirement from $5,000,000 to $2,000,000.

 On June 30, 2023, the Company, the
subsidiaries of the Company and the Lender entered into a forbearance agreement (the "Forbearance Agreement"). Pursuant
to the Forbearance Agreement, the Company acknowledged, among other items, that, as June 30, 2023, it was in default under the
Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default rate of
interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights
and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023 or a
termination event. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the
Company or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any
Guarantor to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance
period, the Lender agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default
rates of interest. As partial consideration for the Lender agreeing to enter into the Forbearance Agreement, the Company paid a
forbearance fee equal to 50 basis points of the outstanding principal amount of the Loan (or $130,425), which amount was added to
the principal balance of the loan. In addition, on June 30, 2023, the Company made a prepayment of the Loan in the amount of $ 2.0
million, which in turn reduced the minimum cash balance requirement under the Credit Agreement to $0. On September 15, 2023, the
Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance Agreement (the
"Forbearance Amendment No. 1"). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023
until October 31, 2023.

 F- 17

 On October 1, 2023, the Company, the
subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the "Forbearance
Amendment No. 2"). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025,
and provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the
outstanding principal balance of the Loan and Revolving Note. The interest rate on the Loan and the Revolving Note was increased to
16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company's suspension from trading or failure to be
listed on the Nasdaq Capital Market for more than 30 calendar days will constitute a Termination Event under the Forbearance
Agreement as amended. On November 11, 2023, Lender provided the Company with an extension of the Nasdaq Capital Market
delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and on December 19, 2023, the
Lender provided the Company with an additional extension of 40 days. Pursuant to Forbearance Amendment No. 2, the Company agreed
that to the extent it receives net proceeds from or in connection with a judgment, settlement or other in or out of court resolution
of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of
such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to the payments set
forth in subsection (i)) in excess of $50.0 million.

 In connection with the Forbearance Agreement,
the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the "Revolving Note"),
with any advances under the Revolving Note to be made in the sole discretion of the Lender. On September
29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $ 4.0 million. The Company paid Lender a
fee of $ 40,000 in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and carry an
interest rate of 15.0 % per annum, provided that upon an occurrence of default the interest rate will increase to the default rate under
the Loan. The Revolving Note shall be an Obligation as defined in the Credit Agreement and as such shall be secured by the collateral
in which the Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan. All discretionary
advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately
due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance Agreement, or the
maturity date of the Revolving Note, unless otherwise extended by the Lender. As of September 30, 2023, the outstanding balance on the
Revolving Note was $ 1,690,000.

 Effective October 1, 2023, the
Company entered into an amended and restated note conversion option agreement (the "Option Agreement") with the Lender. Pursuant
to the Option, the Company agreed that Lender have the right to convert any amounts due pursuant to the Loan and the Revolving Note into
shares of Company common stock at a conversion price of $1.25 per share with respect to the initial $5.0 million and at a conversion price
of $2.50 per share with respect to the remaining amounts. In addition, the Company agreed to file a registration statement registering
the resale of the shares of Company common stock underlying the Loan within 45 days of the date of the Option and to use its commercially
reasonable efforts to cause such registration statement to become effective within 120 days of the date of the Option.

 The Option Agreement
provides that the Lender (together with its affiliates) may not convert any portion of the Loan or Revolving Loan during an initial 45-day
lockup or to the extent that the Lender would own more than 9.99% of the Company's outstanding common stock immediately after exercise,
except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership of outstanding
stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice to the Company.

 On January 9, 2024, the Company, the subsidiaries
of the Company and the Lender entered into a Third Amendment to Credit Agreement (the "Amendment No. 3"). The Amendment No.
3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability
under a use of proceeds that including working capital as well as funding for our litigation matters, materially including our litigation
against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended and restated
note conversion option agreement (the "Conversion Agreement"), pursuant to which the Company agreed that the Lender shall
have the right to convert the principal balance and accrued interest under the Loan and Revolving Note into shares of Company common stock
at a conversion price of $0.116 per share (subject to adjustment for stock splits, stock dividends and other similar events). The foregoing
conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument the Company
issues to any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited
from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by
Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to
the conversion, which percentage may be increased or decreased at the holder's election provided any adjustment would not become
effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender of the shares
of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender's request, and to use commercially
reasonable efforts to cause such registration statement to become effective within 90 days of such request. To the extent that the Company
does not have sufficient authorized shares of common stock to allow for the full conversion permitted by the Conversion Agreement, upon
the Lender's request, the Company will be required to use its reasonable best efforts to obtain approval of an increase in the Company's
authorized shares from its shareholders. During any period of time that the Company does not have sufficient authorized shares to allow
for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock
or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was
reset to $0.116 per share.

 F- 18

 As a result of the event of default on the Senior
Note, the Company amortized all remaining debt discount and debt issuance costs associated with the Senior Note. During the year ended
September 30, 2023 and 2022, the Company recognized interest expense of $ 10,962,752 and $ 4,216,442, respectively, from the amortization
debt discount and debt issuance costs related to the Senior Note. There was no unamortized debt discount and debt issuance costs associated
with the Senior Note as of September 30, 2023.

 The Note provides for an interest rate of 10%
per annum. The maturity date of the Note will be the earlier of that date which is four years from the issuance date or a liquidity event.
The Note will require repayment of the principal amount plus any accrued interest in three equal installments, payable annually starting
on the second anniversary after issuance. No interest payment shall be due until that date which is the last day of the end of the second-year
anniversary of issuance should the Note remain unpaid at such time. Should the Note remain unpaid at the second-year anniversary, the
total accrued interest due at that time shall be paid at the second-year anniversary for accrued interest for the period from the issuance
date through the second-year anniversary date. Thereafter, and on each annual anniversary date thereafter, the interest due for the prior
annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15,000,000 under the Credit Agreement, then
the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common
stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using
the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator
Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or
(ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock of the
Company at a price per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence
of the event of default ("Conversion Price"). In no event shall the Conversion Price be lower than $540.00 per share (as adjusted
for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of shares of common
stock that may be issued to Aspire upon any such conversion in the aggregate shall be 21,667 shares (as adjusted for stock splits, stock
dividends, or similar events occurring after the date hereof). As a result of the default on the Senior Note and the Forbearance Agreement
described above, a potential event of default exists pursuant to the terms of the Note, and as such as classified all principal and interest
as a current liability.

 Convertible Notes and other

 On September 1, 2020, ESEG Limited, a wholly
owned subsidiary of the Company, entered into three promissory notes, with a combined principal amount of $ 2,100,000.
The notes bore interest at the rate of 10 %
per annum through maturity and matured on March
1, 2022 and are now convertible at the noteholder's option. The Company also agreed to pay two of the lenders a total
of $ 675,000
on September 1, 2025, bearing no interest. The Company issued each of the lenders a conversion option at a fixed price of $15 per
share and issued 67,167
warrants to purchase shares of the Company's common stock at an exercise price of $9.00 per share, each with a term of five
years. The holder may convert the note into shares of common stock at any time throughout the maturity date, to the extent and
provided that no holder of the notes was or will be permitted to convert such notes so long as it or any of its affiliates would
beneficially own in excess of 4.99% of the Company's common stock after such conversion.

 The Company evaluated the conversion option and
concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative
fair value of the warrants as a debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated
using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85% based on a peer group of companies; 2) dividend
yield of 0%; 3) risk-free rate of 0.26%; and 4) an expected term of five years. The $ 2,100,000 debt discount will be amortized through
the maturity date of the convertible notes payable. During the twelve months ended September 30, 2021, a total of $ 187,500 of principal
was converted into 12,500 shares of common stock. During the year ended September 30, 2022, a total of $ 305,609 of principal and $ 106,891
of accrued interest was converted into 27,500 shares of common stock. During the year ended September 30, 2023, a total of $ 989,391 of
principal and $ 138,266 of accrued interest was converted into 75,179 shares of common stock. As of September 30, 2023, the outstanding
principal and accrued interest balance of the convertible notes was $ 617,500 and $ 62,681, respectively.

 During the year ended September 30, 2023 and 2022,
the Company recorded a charge of $ 50,077 and $ 561,963, respectively, in the accompanying consolidated statement of operations from the
amortization of its debt discount related to the convertible notes payable and other liabilities described above.

 F- 19

 NOTE 5 – STOCKHOLDERS' EQUITY

 On July 26, 2023, the
Company increased its authorized common shares to 500,000,000 shares of common stock with a par value of $ 0.001. In addition, the Company
is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.001. The specific rights of the preferred stock, when
so designated, shall be determined by the board of directors.

 At
the Company's annual meeting of stockholders completed on July 26, 2023, the stockholders of the Company approved an
amendment to the Company's amended and restated articles of incorporation (the "Amendment") to effect the reverse stock
split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company's board
of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company's board
of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

 Pursuant to such authority granted by the Company's stockholders,
the Company's board of directors approved a one-for-thirty (1:30) reverse stock split (the "Reverse Stock Split") of
the Company's common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the
Secretary of State of the State of Nevada and the Reverse Stock Split became effective in accordance with the terms of the Amendment at
4:01 p.m. Eastern Time on September 29, 2023 (the "Effective Time"). The Amendment provides that, at the Effective Time, every
thirty shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding
share of common stock, without any change in par value per share, which will remain $0.001. The Reverse Stock Split is presented retroactively.

 June 2022 Private Placement

 On June 16, 2022, the Company issued, in a private placement priced
at-the-market under Nasdaq rules: (i) 32,587 shares of the Company's common stock, and (ii) warrants to purchase up to an aggregate
of 32,587 shares of common stock. The combined purchase price of one share of common stock and accompanying warrant was $107.40. The gross
proceeds to the Company from the private placement were approximately $ 3.5 million, before deducting fees and other offering expenses,
and excluding the proceeds, if any, from the exercise of the warrants.

 February 2023 Private Placement

 On February 2, 2023 the
Company entered into Securities Purchase Agreements (the "Purchase Agreements") with several institutional and accredited
investors to issue, in an offering (the "February Offering"): (i) 212,418 shares (the "Shares") of the
Company's common stock, par value $0.001 per share, and (ii) warrants to purchase up to an aggregate of 212,418 shares
of Common Stock (the "Warrants"). The combined purchase price of one share of Common Stock and accompanying Warrant was $30.60.

 Subject to certain ownership
limitations, the Warrants are exercisable commencing six months after issuance. Each Warrant is exercisable into one share of Common Stock
at a price per share of $30.60 (as adjusted from time to time in accordance with the terms thereof) and will expire five and one-half
years from the issuance date. The closing of the sales of these securities under the Purchase Agreements was on February 6, 2023.

 F- 20

 On February 2, 2023,
the Company entered into a Placement Agent Agreement (the "Placement Agent Agreement") with WestPark Capital, Inc. (the "WestPark"),
pursuant to which the Company has agreed to pay WestPark an aggregate fee equal to 7.0% of the gross proceeds received by the Company
from the sale of the securities in the transaction. In addition, the Company agreed to pay to WestPark on the Closing Date a cash fee
equal to 1.0% of gross proceeds received by the Company from the sale of the securities in the transaction for non-accountable expenses.
The Company also agreed to pay WestPark up to $ 50,000 of fees and other expenses.

 The Company received
gross proceeds of $ 6,500,000 and paid fees and expenses of $ 577,018.

 Acquisition of the B2C segment of Aspire Global plc

 On October 1, 2021, in connection with the acquisition of the Aspire
B2C business in November 2021, the Company entered into subscription agreements (the "Subscription Agreements") with certain
investors (the "Investors"). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase,
and the Company agreed to issue and sell to such Investors, simultaneous with the closing of the Acquisition Agreement, an aggregate of
 37,700 shares of Series A Convertible Preferred Stock (the "Preferred Stock") for a purchase price of $ 1,000.00 per share,
for aggregate gross proceeds of $ 37,700,000 (the "Private Placement"). For each share of Preferred Stock issued, the Company
issued the Investor a warrant to purchase 150% of the shares of Company common stock underlying the Preferred Stock (the "Warrants").

 Pursuant to the Subscription Agreement, the Company has obtained shareholder
approval of the conversion of the Preferred Stock and Warrants into Company common stock in compliance with the rules and regulations
of the Nasdaq Stock Market ("Shareholder Approval").

 The Preferred Stockholders are entitled to receive dividends, at a
rate of 14.0% per annum, which shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first
such date after the issuance date. With limited exceptions, the Preferred Stockholders have no voting rights. The dividends can be paid
in either cash or in the issuance of additional preferred shares. Upon any liquidation, dissolution or winding-up of the Company, the
holders of the Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company available to
shareholders, an amount equal to the greater of: (i) the purchase price for each share of Preferred Stock then held, or (ii) the amount
the holders would have received had the holders fully converted the Preferred Stock to Company common stock, in each case, before any
distribution or payment shall be made to the holders of the Company's common stock. The Preferred Stock is convertible into Company
common stock at an initial conversion price of $840.00 per share ("Conversion Price"); provided that the Conversion Price
is subject to anti-dilution protection upon any subsequent transaction at a price lower than the Conversion Price then in effect. In addition,
on December 31, 2022 and April 15, 2023 (each an "Adjustment Date"), the Conversion Price shall be adjusted to the lesser
of: (i) the Conversion Price in effect on the Adjustment Date, or (ii) 85% of the average closing price of the Company's common
stock for the fifteen trading days prior to the Adjustment Date. On December 30, 2022, the holders of a majority of the Preferred Stock
approved an amendment to the terms of the Preferred Stock to: (i) extend the initial Adjustment Date from December 31, 2022 to January
31, 2023; and (ii) to modify the definition of "Exempt Issuance" to permit the issuance of shares of Company common stock
to consultants. On December 30, 2022, the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the
Series A Convertible Preferred Stock was filed in the State of Nevada.

 The Warrants are exercisable and expire on the fifth anniversary thereafter.
The Warrants were initially to be exercisable at an exercise price of $900.00 per share, provided that the exercise price is subject to
anti-dilution protection upon any subsequent transaction at a price lower than the exercise price then in effect. Notwithstanding the
foregoing anti-dilution provision, in connection with the $3.5 million offering completed in June 2022, the exercise price was reduced
to $45.00. In February 2023, the warrants exercise price was reset to $30.60 in connection with the February 2023 equity financing. The
Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available
for, the resale of the ordinary shares underlying the Warrants.

 F- 21

 The holders of the Preferred Stock and Warrants will not have the right
to convert or exercise any portion of the Preferred Stock and Warrants to the extent that, after giving effect to such conversion, such
holder (together with certain related parties) would beneficially own in excess of 4.99% of the Company's common stock outstanding
immediately after giving effect to such conversion or exercise.

 During the year ended September 30, 2023, the Company issued 14,132,816
shares of common stock pursuant to exercise of all 37,700 shares of Preferred Stock. As of September 30, 2023, there were no shares of
Preferred Stock outstanding.

 2020 Stock Plan

 In December 2020, the Company adopted the EBET, Inc. 2020 Stock Plan,
or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards,
stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants.

 Under the 2020 Plan, the aggregate value of all compensation granted
or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the
2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation,
the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes.

 On July 26, 2023, the Company amended the 2020
Plan to increase the number of shares of common stock that may be issued under the 2020 Plan to 250,000. As of September 30, 2023, the
Company had awarded a total 46,192 shares under the 2020 Plan, with 203,808 remaining under the 2020 Plan.

 Common Stock Awards

 The Company has awarded restricted stock units and shares of common
stock to various employees, consultants and officers under the 2020 Plan. The majority of these awards will vest equally over terms of
up to four years. At September 30, 2023, the Company had 7,046 restricted stock units in issuance. During the year ended
September 30, 2023, 4,080 restricted stock units were converted into shares of common stock.

 During the years ended September 30, 2023 and 2022, the Company recognized
a total of $ 939,915 and $ 4,000,578, respectively, of stock-based compensation expense related to common stock awards and expects to recognize
additional compensation cost of $ 1,541,232 upon vesting of all awards.

 F- 22

 Warrants

 As discussed above, the Company has issued common stock warrants in
connection with its fundraising activities to brokers, an asset purchase agreement and convertible notes issued during the years ended
September 30, 2023 and 2022. The following table summarizes warrant activity during the years ended September 30, 2023 and 2022:

 Schedule of warrant activity

 Common Stock Warrants

 Shares

 Weighted
 Average
 Exercise
 Price

 Weighted
 average
 Remaining
 Life in years

 Outstanding at September 30, 2021

 73,321

 $
 27.76

 4.04

 Granted

 158,730

 344.92

 5.00

 Cancelled

 –

 –

 –

 Expired

 –

 –

 –

 Exercised

 ( 30,914
)

 53.30

 –

 Outstanding at September 30, 2022

 201,137

 $
 274.05

 4.01

 Granted

 234,354

 75.32

 5.00

 Cancelled

 –

 –

 –

 Expired

 –

 –

 –

 Exercised

 –

 –

 –

 Outstanding at September 30, 2023

 435,491

 $
 122.04

 3.91

 Exercisable at September 30, 2023

 435,491

 $
 122.04

 3.91

 The outstanding and exercisable common stock warrants as of September
30, 2023 had no intrinsic value.

 As a result of the reset of the conversion price
of the Company's preferred stock to $21.30 on April 28, 2023 as disclosed above, as of June 30, 2023 the Company had insufficient
shares to settle its equity-linked instruments until it increased its authorized shares of Company common stock in July 2023. The Company
applied a sequencing approach to determine which instruments may not be settled in shares based on the Company's current authorized
shares of common stock and should be accounted for as derivatives under ASC 815. The Company ordered its equity-linked instruments in
order of issuance date, excluding employee awards that are not within the scope of ASC 815. Based on this analysis, the Company determined
the 212,418 common stock warrants issued in connection with the sale of common stock on February 6, 2023 should be accounted for as liabilities
at fair value. The Company estimated the fair value at April 28, 2023 using a Black Scholes option pricing model and the following inputs:
1) exercise price of $30.60; 2) volatility based on a peer group of companies of 89%; 3) risk-free rate of 3.51%; 4) dividend yield of
0% and 5) expected term of 5.3 years. The Company reclassified $ 1,294,638 from additional paid in capital to the warrant liability. On
July 26, 2023, as a result of the increase in authorized shares of common stock, the warrants were reclassified to APIC, as the Company
had sufficient authorized shares to settle the warrants. The Company estimated the fair value as of July 26, 2023 to be $ 179,713 using
the following assumptions: 1) exercise price of $30.60; 2) volatility based on a peer group of companies of 89%; 3) risk-free rate of
4.09%; 4) dividend yield of 0% and 5) expected term of 5.0 years.

 F- 23

 During the year ended September 30, 2023, the Company estimated the
fair value of the warrants using a Black-Scholes option pricing model and the following assumptions: 1) stock price of $60 to $868.50
per share; 2) dividend yield of 0%; 3) risk-free rate of between 1.18% and 3.35%; 4) expected term of between 5 years; 5) an exercise
price of $74.70 or $868.50 and 6) expected volatility of 42.14% based on a peer group of public companies. The warrants issued in connection
with the Senior Notes had a fair value of $ 19,467,688, and the relative fair value of $ 11,806,307 was recorded as debt discount. The estimated
fair value of the warrants issued to preferred stockholders was $ 24,171,423, and the estimated fair value of the warrants issued in connection
with the June 2022 private placement was $ 504,952.

 Options

 During the years ended September 30, 2023 and 2022, the Company entered
into various agreements with employees, members of the Board of Directors and consultants whereby the Company awarded common stock options
under the 2020 Plan. Of the 2,457 unvested options as of September 30, 2023, 667 will vest upon future performance conditions being met,
and the remainder vest equally over periods of between one and four years from issuance.

 The following table summarizes option activity during the years ended
September 30, 2023 and 2022:

 Schedule of option activity

 Common Stock Options

 Shares

 Weighted
 Average
 Exercise
 Price

 Weighted
 average
 Remaining
 Life in years

 Outstanding at September 30, 2021

 82,489

 $
 84.27

 7.95

 Granted

 1,837

 841.90

 10.00

 Cancelled/Forfeited

 ( 16,525
)

 244.50

 –

 Exercised

 ( 1,894
)

 7.50

 –

 Outstanding at September 30, 2022

 65,907

 $
 67.41

 7.33

 Granted

 –

 –

 –

 Cancelled/Forfeited

 ( 45,620
)

 46.90

 –

 Exercised

 –

 –

 –

 Outstanding at September 30, 2023

 20,287

 $
 113.55

 5.37

 Exercisable at September 30, 2023

 17,830

 $
 94.83

 5.07

 During the years ended September 30, 2023 and 2022, the Company recognized
stock-based compensation expense of $ 1,288,432 and $ 1,446,794, respectively, related to common stock options awarded. The exercisable
common stock options had no intrinsic value as of September 30, 2023. The Company expects to recognize an additional $ 1,332,132 of compensation
cost related to stock options expected to vest.

 The Company estimated the fair value of the stock options awarded during
the year ended September 30, 2022 using a Black-Scholes option pricing model and the following assumptions: 1) stock price of $90 to $939.90
per share; 2) dividend yield of 0%; 3) risk-free rate of between 0.85% and 1.20%; 4) expected term of between 3.5 and 6.25 years; 5) an
exercise price between $7.50 and $939.90 and 6) expected volatility of 42.14% based on a peer group of public companies.

 F- 24

 NOTE 6 – LONG-LIVED ASSETS

 Fixed Assets

 The Company's fixed assets consisted of
the following as of September 30, 2023 and 2022:

 Schedule of fixed assets

 2023

 2022

 Software

 $
 264,850

 $
 391,851

 Furniture and fixtures

 388,226

 368,432

 Total fixed assets

 653,076

 760,283

 Accumulated depreciation

 ( 491,863
)

 ( 213,875
)

 Fixed assets, net

 $
 161,213

 $
 546,408

 The software costs above relate to acquired components of the Company's
existing platform and other future products which were being depreciated over the expected useful life of 3 years. During the year ended
September 30, 2022, the Company determined that the software related to the esports platform was impaired, and recognized a loss of $ 569,260,
included in Impairment loss on the consolidated statement of comprehensive loss.

 Depreciation expense was $ 432,164 and $ 146,797 for the year ended September
30, 2023 and 2022, respectively.

 Intangible Assets – Aspire b2C Acquisition

 As disclosed in Note 3, the Company acquired intangible assets as part
of the Aspire B2C Business acquisition. The acquired intangibles consisted of the following as of September 30, 2023 and 2022:

 Schedule of intangible assets acquired

 2023

 2022

 Trademarks and tradenames, indefinite lives

 $
 2,210,000

 $
 14,232,080

 Trademarks and tradenames, three year lives

 4,533,030

 4,562,064

 Customer relationships

 –

 13,910,396

 Other

 12,693

 10,493

 Total acquired intangibles

 6,755,723

 32,715,033

 Accumulated amortization

 ( 3,054,114
)

 ( 5,169,704
)

 Acquired intangible assets, net

 $
 3,701,609

 $
 27,545,329

 F- 25

 As of September 30, 2023, the Company
determined that its intangible assets and goodwill were impaired as a result of the loss of revenue generated by the gaming websites
owned by the Company that operate in Germany after being shut down in May 2023, and the overall decline in the Company's
results of operations during fiscal year ended September 30, 2023. The Company recognized a total impairment loss of $ 44,917,891,
consisting of $ 24,790,233
related to goodwill and $ 20,127,658
related to intangible assets, primarily indefinite lived assets and customer relationships, which were fully impaired as of
September 30, 2023. The remaining trademarks and tradenames and customer relationships are amortized over an estimated useful life
of three
years. Amortization expense on the Aspire intangible assets was $ 6,539,147 and
$ 5,949,143,
respectively, for the years ended September 30, 2023 and 2022.

 The Karamba trademarks and tradenames have
an indefinite useful life. The remaining trademarks and tradenames are amortized over an estimated useful life of three years.
Amortization for the year ended September 30, 2024 and 2025 is expected to be approximately $ 1,267,642 and
$ 211,274,
respectively.

 Intangible Assets – Domain Names

 On September 1, 2020, the Company's wholly owned subsidiary,
ESEG, entered into domain purchase agreements to acquire the rights to certain domain names from third parties. The cost to acquire the
domain names was $ 2,239,606, based on the estimated fair value of the consideration transferred to the sellers. ESEG issued notes payable
with a combined principal amount of $ 2,100,000, which were to mature on March 1, 2022, bearing interest at 10 %. These notes were exchanged
for notes of the Company in September 2020. The Company also agreed to pay a total of $ 675,000 on September 1, 2025, with no interest.
The Company estimated discount of these liabilities totaling $ 535,394 at the date of the transaction, to be amortized over the maturity
period of the liabilities. The domain names were recorded as an intangible asset with an indefinite useful life. In connection with
the preparation of the financial statements for inclusion in the Company's Form 10-K for the year ended September 30, 2022, the
Company's management evaluated the domain names related to its esports operations at September 30, 2022 and determined that the
assets were impaired due to the lack of progress in developing its esports operations and the Company's decision to no longer pursue
those operations, recognizing an impairment loss of $ 2,239,606, included in Impairment loss on the consolidated statement of comprehensive
loss.

 Intangible Assets - License Agreement

 On October 1, 2020, the Company entered into an option agreement which
gave the Company rights to acquire a license for proprietary technology related to online betting. The Company paid $ 133,770 upon execution
of the option agreement, paid an additional $ 286,328 in cash, and issued 2,167 shares of common stock upon exercise of the option on or
about May 3, 2021. The shares had a fair value of $ 1,456,650 at the date of exercise of the option and execution of the license agreement
resulting in total value for the license agreement of $ 1,876,748. During the year ended September 30, 2022, the Company recognized amortization
expense of $ 573,451 included in product and technology expenses. In connection with the preparation of the financial statements for inclusion
in the Company's Form 10-K for the year ended September 30, 2022, the Company determined that the intangible asset, which was related
to the esports operations due to the lack of progress in developing its esports operations and the Company's decision to no longer
pursue those operations, was impaired and recognized an impairment loss of $ 1,042,637, included in Impairment loss on the consolidated
statement of comprehensive loss.

 F- 26

 NOTE 7 – COMMITMENTS AND CONTINGENCIES

 Financial Advisor's Claims

 The Company's previous
financial advisor, Boustead Securities LLC ("Advisor") has alleged a breach by the Company over the termination of their engagement
and the timing of the payment and amount of the fees owed to the Advisor (collectively the "Claims"). On June 2, 2022, the
Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority ("FINRA") in connection with
the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the
Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc.
counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and
attorneys' fees in an amount to be determined. Boustead Securities, LLC's current Second Amended Statement of Claim, filed
on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC's
Second Amended Statement of Claim, Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration
occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in
damages and attorneys' fees. The Company has accrued the awarded amounts in the accompanying consolidated balance sheet, included
in Accounts Payable and Accrued Liabilities. The Company recognized expense of $ 11,597,240 related to this award during the year ended
September 30, 2023, included in general and administrative expenses.

 Other Contingencies

 On June 26, 2023, a former vendor of the Company,
Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach of the Implied Covenant
of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account Stated; and other causes
of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate Statements of Work
for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this Complaint and the hearing
on same is set for June 2024. EBET intends to vigorously defend this matter.

 On September 28, 2023, EBET, INC. filed a lawsuit
in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in an amount of no less
than 65,000,000 Euro plus punitive and other damages proven at trial ("Aspire Litigation") and including causes of action
against Aspire and the other defendants for fraud and material breach of the share purchase agreement whereon the Company had acquired
the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites, player database
and other related assets and also related to the operator service agreements and Promissory Note entered concurrent with the closing of
the share purchase agreement. On November 7, 2023, Aspire and the other defendants removed the subject matter to the United States District
Court for the District of Nevada. The Aspire Litigation is material to the Company and the result of such litigation is highly likely
to have a material impact on the Company going forward.

 Other Commitments

 During June 2023, the Compensation Committee of
the Company's Board of Directors, the recently formed Strategic Alternatives Committee of the Board, and the Board reviewed and
considered, and discussed with the Company's executive officers, a plan to retain the Company's executives through the conclusion
of the Company's strategic process by providing these officers with appropriate financial incentives to do so. In that regard, the
Board and the Committees considered advice provided by the Company's compensation consultant, Frederick W. Cook & Co., Inc.
("FW Cook") and used FW Cook's recommendations as part of their decision-making process in arriving at what the Board
and the Committees regard as appropriate to achieve the Company's retention goals. On June 30, 2023, the Compensation Committee
and the Strategic Alternatives Committee reviewed and approved an executive retention plan, the Strategic Alternatives Committee recommended
that the full Board approve it, and the Board did so. On June 30, 2023, the Compensation Committee and the Strategic Alternatives Committee
reviewed and approved the payment of compensation to members of the Strategic Alternatives Committee in addition to the Company's
standard compensation arrangements for non-employee directors, the Strategic Alternatives Committee recommended that the full Board approve
it, and the Board did so. The directors who are members of the Strategic Alternatives Committee are Christopher Downs (the Chairman),
Dennis Neilander and Michael Nicklas. Under this plan, the Chairman of the committee will receive a monthly retainer of $ 15,000 and the
other two members of the committee will receive a monthly retainer of $ 12,000. These fee arrangements will be reevaluated if the committee
remains in place after six months.

 F- 27

 Following the approval of the executive retention
plan by the Committees and the Board and in accordance with the executive retention plan, on June 30, 2023, the Company agreed to enter
into amendments to the employment agreements (each, a "Retention Letter"), with each of Aaron Speach, the Company's
Chief Executive Officer, and Matthew Lourie, the Company's Chief Financial Officer.

 Pursuant to the Retention Letters,

 (a)

 Mr. Speach will be entitled to receive a cash retention bonus of $175,000 payable 20% upon execution of the Retention Letter, 40% after three months, and the remainder after six months, and

 (b)

 Mr. Lourie will be entitled to an increase in his base salary to $320,000 and to receive a cash retention bonus of $240,000 payable 20% upon execution of the Retention Letter, 30% after three months, 30% after six months, and the remainder after nine months.

 Any unpaid retention bonus will be paid earlier
if the Company completes a strategic transaction (a "Transaction"), or if the executive is terminated without "cause".

 In addition, pursuant to the Retention Letters,
each of Mr. Speach and Mr. Lourie will be eligible to receive a cash transaction bonus equal to 0.95% of the gross proceeds of any Transaction,
provided that the net proceeds from the Transaction are at least $26.0 million; and further provided that the executive may receive an
additional 0.25% of the gross proceeds if the net proceeds from the Transaction are not less than the amount that would result in (a)
the Company repaying its outstanding debt and all trade creditors, and (b) the Series A preferred holders and common shareholders receiving
consideration of not less than the value of their equity holdings as of June 30, 2023 (the "Deal Threshold").

 If Mr. Speach and Mr. Lourie are terminated without
"cause" prior to June 30, 2024, the Company agreed to pay a cash severance payment of:

 (a)

 with respect to Mr. Speach, the greater of 1.0 times Mr. Speach's base salary or the severance payable pursuant to Mr. Speach's current employment agreement; and

 (b)

 with respect to Mr. Lourie, 0.5 times Mr. Lourie's base salary.

 In addition to the amounts payable to Messrs.
Speach and Lourie set forth above, the Company also agreed on June 30, 2023 to pay additional retention bonuses under the executive retention
plan to two consultants and advisors of up to $ 310,000, in the aggregate, and additional cash transaction bonuses equal to 1.9% of the
gross proceeds of any Transaction, provided that the net proceeds from the Transaction are at least $ 26.0 million; and provided further
that an additional 0.50% of the gross proceeds will be payable if the net proceeds from the Transaction are not less than the Deal Threshold.

 NOTE 8 – TRANSACTION WITH RELATED PARTIES

 On November 10, 2020, the Company entered into an employment agreement
with Michael Barden, a family member of the Company's former Chief Operating Officer, to serve as the Company's marketing
director. The employment agreement provides for an annual salary of $132,000, a technology allowance of $5,000, and an award of 1,000
shares of common stock in the Company, vesting in four equal annual installments. On August 2, 2022, Mr. Barden's employment was
terminated.

 The Company engaged a firm owned by Matthew Lourie, the Company's
Chief Financial Officer to provide financial reporting services. For the years ended September 30, 2023 and 2022, the Company incurred
consulting fees of $ 72,658 and $ 18,273, respectively.

 F- 28

 NOTE 9 – INCOME TAXES

 Deferred taxes are determined by applying the provisions of enacted
tax laws and rates for the jurisdictions in which the Company operates to the estimated future tax effects of the differences between
the tax basis of assets and liabilities and their reported amounts in the Company's consolidated financial statements. A valuation allowance
is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.

 The reconciliation of the provision for income taxes at the United
States federal statutory rate compared to the Company's income tax expense as reported is as follows:

 Schedule of reconciliation of provision for income taxes

 Year Ended

 Year Ended

 Income tax benefit computed at the statutory rate

 $
 17,691,000

 $
 8,700,000

 Non-deductible expenses

 ( 12,221,000
)

 ( 2,696,000
)

 Return to provision adjustment

 ( 175,000
)

 –

 Change in valuation allowance

 ( 5,295,000
)

 ( 6,004,000
)

 Provision for income taxes

 $
 –

 $
 –

 Significant components of the Company's
deferred tax assets after applying enacted corporate income tax rates are as follows:

 Schedule of deferred tax assets

 As of

 As of

 Deferred income tax assets:

 Net operating losses

 $
 13,295,000

 $
 8,000,000

 Valuation allowance

 ( 13,295,000
)

 ( 8,000,000
)

 Net deferred income tax assets

 $
 –

 $
 –

 The Company has an operating loss carry forward of approximately $ 52,595,000.
Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding
the loss carry forwards and other temporary differences will not be realized in the foreseeable future. The Company believes that carryforward
limitations will be applied to the historical net operating losses prior to the Share Exchange.

 The Company has recorded no liability for income taxes associated with
unrecognized tax benefits at the date of adoption and has not recorded any liability associated with unrecognized tax benefits during
2023 and 2022. Accordingly, the Company has not recorded any interest or penalty in regard to any unrecognized benefit.

 F- 29

 NOTE 10 – LOSS PER COMMON SHARE

 The basic net loss per common share is calculated by dividing the Company's
net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common
share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common
shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common
shares adjusted for any potentially dilutive debt or equity. For the years ended September 30, 2022 and 2023, common shares issuable under
preferred stock ( 0 and 50,361 shares), convertible debt, ( 113,567 and 171,733 shares), stock options ( 20,287 and 65,907 shares) and common
stock warrants ( 435,491 and 201,137 shares) were excluded from the calculation of diluted net loss per share due to their antidilutive
effect.

 Schedule of loss per common share

 Year Ended

 2023

 2022

 Numerator:

 Net income (loss)

 $
)

 $
)

 Preferred stock dividends

 ( 4,086,819
)

 ( 4,750,585
)

 Net income (loss) attributable to common stockholders

 $
 ( 88,330,696
)

 $
 ( 46,178,194
)

 Denominator:

 Basic and diluted weighted average common shares

 2,740,990

 494,655

 Basic and diluted net income (loss) per common share

 $
 ( 32.23
)

 $
 ( 93.35
)

 NOTE 11 – SUBSEQUENT EVENTS

 On October 12, 2023, the Company received written notice (the "Notice")
from the Nasdaq Stock Market, LLC ("Nasdaq") that it would delist the Company's shares of common stock from the Nasdaq
Capital Market upon the opening of trading on October 13, 2023. The Company's common stock was traded on the OTC Pink Sheets until
December 6, 2023, when the Company was uplisted to the OTCQB exchange.

 F- 30

 Item 9.

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

 None.

 Item 9A.

 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Our management, including
our chief executive officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal
financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-K. Based on this evaluation, our
chief executive officer and our chief financial officer, concluded that as a result of the material weakness in our internal control over
financial reporting discussed below our disclosure controls and procedures were not effective at ensuring that information required to
be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated
to our management, including our chief executive officer and our chief financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding disclosure.

 We do not expect that
our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and
procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,
and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.

 Attestation Report of the Registered Public Accounting Firm

 Our independent registered
public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting
for as long as we are an "emerging growth company" pursuant to the provisions of the Jumpstart Our Business Startups Act.

 Management's Report on Internal Control Over Financial Reporting

 Our chief executive officer
and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f). Management conducted an assessment of the effectiveness of our internal control
over financial reporting as of September 30, 2023. In making this assessment, management used the criteria described in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Our management concluded that our internal control over financial reporting were, and continue to be, ineffective, as of September 30,
2023, due to a lack of segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation
of our control environment.

 A material weakness is
a control deficiency (within the meaning of the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard 1305)
or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

 It should be noted that
any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives
of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of
certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions, regardless of how remote.

 In light of the material
weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were
prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in
this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 Changes in Internal Control over Financial Reporting

 There has been no change in our internal control
over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 Item 9B.

 Other Information.

 None.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Not applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 The information required
by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended September 30, 2023.

 Our Board of Directors
has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our
website (ebet.gg) under "Governance Documents & Charters" within the "Corporate Governance" section. We intend
to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code and
by posting such information on the website address and location specified above.

 Item 11.

 Executive Compensation.

 The information required
by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended September 30, 2023.

 Item 12.

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

 The information required
by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission within 120 days of the fiscal year ended September 30, 2023.

 Securities Authorized for Issuance under Equity Compensation
Plans

 The following table sets
forth information regarding our equity compensation plans at September 30, 2023:

 Plan category

 Number of securities to be issued upon exercise of outstanding options,
 warrants and rights
 (a)

 Weighted-average exercise price of
 outstanding options, warrants and rights
 (b)

 Number of securities (by class) remaining available for future issuance under equity compensation
 plans (excluding securities reflected in column (a))
 (c)

 Equity compensation plans approved by security holders (1)

 27,337

 $
 113.55

 203,808

 Equity compensation plans not approved by security holders (2)

 $
 90.00

 –

 (1)

 Represents shares of common stock issuable upon exercise of outstanding stock options and rights under our 2020 Stock Plan.

 (2)

 Consists of warrants issued to consultants.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 The information required by this item is incorporated
by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission
within 120 days of the fiscal year ended September 30, 2023.

 Item 14.

 Principal Accounting Fees and Services.

 The information required by this item is incorporated
by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission
within 120 days of the fiscal year ended September 30, 2023.

 Item 15.

 Exhibits, Financial Statement Schedules.

 (a) The
following documents are filed or furnished as part of this Form 10-K:

 1.

 Financial Statements. The financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K. See the Index to Financial Statements on page 33.

 2.

 Financial Statement Schedules. The Financial Statement Schedules have been omitted either because they are not required or because the information has been included in the financial statements or the notes thereto included in this Annual Report on Form 10-K.

 3.

 Exhibits

 EXHIBIT INDEX

 Exhibit
 Number

 Description
 of Document

 2.1

 Share
 Purchase Agreement, dated as of September 30, 2021 (incorporated
 by reference to the exhibit 2.1 of the Form 8-K filed October 1, 2021)

 3.1

 Articles
 of Incorporation of EBET, Inc. (incorporated
 by reference to exhibit 3.1 to the Company's Form S-1 file no. 333-254068)

 3.2

 Amended
 and Restated Bylaws of EBET, Inc. (incorporated
 by reference to exhibit 3.2 to the Company's Form 8-K filed May 5, 2022)

 3.3

 Amended
 and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to exhibit 3.1 to the Company's
 Form 8-K filed January 3, 2023)

 3.4

 Articles
 of Merger (incorporated by reference to exhibit
 3.1 to the Company's Form 8-K filed May 5, 2022)

 3.5

 Certificate
 of Amendment of the Articles of Incorporation of EBET, Inc. (incorporated by reference to exhibit 3.1 to the Company's
 Form 8-K filed July 28, 2023)

 3.6

 Amendment
 to EBET, Inc. Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Form 8-K filed October
 2, 2023)

 4.1

 Form
 of Common Stock Certificate (incorporated by
 reference to exhibit 4.1 to the Company's Form S-1/A file no. 333-254068)

 4.2

 Form
 of Warrant issued in connection with Domain Purchase Agreements (incorporated
 by reference to exhibit 4.3 to the Company's Form S-1 file no. 333-254068)

 4.3

 Form
 of Convertible Note issued in connection with Domain Purchase Agreements (incorporated
 by reference to exhibit 4.4 to the Company's Form S-1 file no. 333-254068)

 4.4

 Form
 of Promissory Note between EBET, Inc., Esports Product Technologies Malta Ltd. and Aspire Global Plc (incorporated
 by reference to exhibit 4.1 to the Company's Form 8-K filed December 1, 2021)

 4.5

 Form
 of Preferred Stock Investor Warrant (incorporated
 by reference to exhibit 4.2 to the Company's Form 8-K filed December 1, 2021)

 4.6

 Form
 of Lender Warrant (incorporated by reference
 to exhibit 4.3 to the Company's Form 8-K filed December 1, 2021)

 4.7 *

 Description of Securities of EBET, Inc.

 4.8

 Form
 of June 2022 Investor Warrant (incorporated by
 reference to exhibit 4.1 to the Company's Form 8-K filed June 8, 2022)

 4.9

 Form
 of February 2023 Investor Warrant (incorporated by reference to exhibit 4.1 to the Company's Form 8-K filed February 2,
 2023)

 10.1 **

 2020
 Stock Plan of EBET, Inc., as amended, and forms of award agreements thereunder (incorporated
 by reference to exhibit 10.1 to the Company's Form 8-K filed July 28, 2023)

 10.2

 Domain
 Purchase Agreement between ESEG Limited and Dover Hill LLC (incorporated
 by reference to exhibit 10.7 to the Company's Form S-1 file no. 333-254068)

 10.3

 Domain
 Purchase Agreement between ESEG Limited and Esports Group LLC (incorporated
 by reference to exhibit 10.8 to the Company's Form S-1 file no. 333-254068)

 10.4

 Domain
 Purchase Agreement between ESEG Limited and YSW Holdings, Inc. (incorporated
 by reference to exhibit 10.9 to the Company's Form S-1 file no. 333-254068)

 10.5 **

 Form
 of Independent Director Agreement (incorporated
 by reference to exhibit 10.10 to the Company's Form S-1 file no. 333-254068)

 10.6 +

 Software
 License Agreement between Galaxy Group Ltd. and ESEG Limited Dated September 28, 2020 (incorporated
 by reference to exhibit 10.11 to the Company's Form S-1 file no. 333-254068)

 10.7 +

 White
 Label Agreement by and between Splash Technology Limited, and EBET, Inc. dated February 5, 2021 (incorporated
 by reference to exhibit 10.12 to the Company's Form S-1 file no. 333-254068)

 10.8

 License
 Agreement between EBET, Inc. and Colossus (IOM) Limited dated May 6, 2021 (incorporated
 by reference to exhibit 10.1 to the Company's Form 8-K filed May 12, 2021)

 10.9 **

 First
 Amended and Restated Employment Agreement between EBET, Inc. and Aaron Speach dated November 5, 2021 (incorporated
 by reference to exhibit 10.1 to the Company's Form 8-K filed November 9, 2021)

 10.10 **

 Non-Employee
 Director Compensation Policy (incorporated by
 reference to exhibit 10.3 to the Company's Form 8-K filed November 9, 2021)

 10.11 +

 Credit
 Agreement dated November 29, 2021 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated
 by reference to the Exhibit 10.2 of the Form 8-K filed December 1, 2021)

 10.12

 Note
 Conversion Option Agreement between EBET, Inc. and CP BF LENDING, LLC (incorporated
 by reference to exhibit 10.2 to the Company's Form 8-K filed June 8, 2022)

 10.13

 Amendment
 to Note Conversion Option Agreement between EBET, Inc. and CP BF LENDING, LLC (incorporated
 by reference to exhibit 10.1 to the Company's Form 8-K filed June 17, 2022)

 10.14

 Employment
 Agreement between EBET, Inc. and Matthew Lourie (incorporated
 by reference to exhibit 10.1 to the Company's Form 8-K filed September 9, 2022)

 10.15

 Forbearance
 Agreement dated June 30, 2023 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated by
 reference to exhibit 10.1 to the Company's Form 8-K filed July 3, 2023)

 10.16

 Form
 of Revolving Note issuable by EBET, Inc. to CP BF Lending, LLC (incorporated by reference to exhibit 10.2 to the Company's
 Form 8-K filed July 3, 2023)

 10.17

 Forbearance
 Agreement Amendment No. 1 dated September 15, 2023 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC
 (incorporated by reference to exhibit 10.2 to the Company's Form 8-K filed September 19, 2023)

 10.18

 Forbearance
 Agreement Amendment No. 2 dated October 2, 2023 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC
 (incorporated by reference to exhibit 10.3 to the Company's Form 8-K filed October 2, 2023)

 10.19

 Amended
 and Restated Note Conversion Option Agreement dated October 2, 2023 between EBET, Inc. and CP BF Lending, LLC (incorporated by
 reference to exhibit 10.5 to the Company's Form 8-K filed October 2, 2023)

 10.20 *

 Third Amendment to Credit Agreement to Credit Agreement dated January 9, 2024 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC

 10.21*

 Second Amended and Restated Note Conversion Option Agreement dated January 9, 2024 between EBET, Inc. and CP BF Lending, LLC

 List
 of Subsidiaries (incorporated by reference to
 exhibit 21 to the Company's Form 10-K filed December 23, 2021)

 23.1 *

 Consent of BF Borgers LLP

 31.1 *

 Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

 31.2 *

 Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

 32.1 *

 Certification of Principal Executive Officer Pursuant to Section 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 Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 Schema Document

 101.CAL

 Calculation Linkbase Document

 101.DEF

 Definition Linkbase Document

 101.LAB

 Label Linkbase Document

 101.PRE

 Presentation Linkbase Document

 and included in exhibit 101).

 *

 Filed herewith.

 **

 Management contract or compensatory plan, contract or arrangement.

 +

 Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.

 Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the SEC upon request.

 Item 16.

 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 By:

 /s/ Aaron Speach

 Aaron Speach,

 Chief Executive Officer and Chairman

 Date: January 12, 2024

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates
indicated.

 Signature

 Title

 Date

 /s/ Aaron Speach

 Chief Executive Officer and Chairman

 Aaron Speach

 (Principal Executive Officer)

 /s/ Matthew Lourie

 Chief Financial Officer

 Matthew Lourie

 (Principal Financial and Accounting Officer)

 /s/ Michael Nicklas

 Director

 Michael Nicklas

 /s/ Dennis Neilander

 Director

 Dennis Neilander

 /s/ Christopher S. Downs

 Director

 Christopher S. Downs