Sports Entertainment Gaming Global Corp 10-K, filed Apr 21, 2025

Sports Entertainment Gaming Global Corp (SEGG)

10-K 2025-04-21 For: 2024-12-31

Added on April 09, 2026

About this 10-K

Sports Entertainment Gaming Global Corp filed this 10-K on April 21, 2025, covering the fiscal year ended December 31, 2024.

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Delaware		81-1996183
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5049 Edwards Ranch Road, 4^thFloor, Fort Worth, TX		76109
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	LTRY	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $230.00	LTRYW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

			Page

PART I			1

	Item 1.	Business.	1
	Item 1A.	Risk Factors.	13
	Item 1B.	Unresolved Staff Comments.	57
	Item 2.	Properties.	57
	Item 3.	Legal Proceedings.	57
	Item 4.	Mine Safety Disclosures.	59

PART II			60

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	60
	Item 6.	[Reserved].
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	75
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	74
	Item 8.	Financial Statements and Supplementary Data.	F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	75
	Item 9A.	Controls and Procedures.	75
	Item 9B.	Other Information.	77
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	78

PART III			78

	Item 10.	Directors, Executive Officers and Corporate Governance.	78
	Item 11.	Executive Compensation.	83
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	86
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	87
	Item 14.	Principal Accounting Fees and Services.	87

PART IV			89

	Item 15.	Exhibits, Financial Statement Schedules.	89
	Item 16.	Form 10-K/A Summary	90

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

●	In July 2022, the Company furloughed the majority of its employees and suspended its lottery game sales operations after determining that it did not have sufficient financial resources to fund operations or pay certain existing obligations, including payroll and related obligations.

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

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

●	Our inability to compete for consumer discretionary time and income.

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

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

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

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

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

●	Our ability to achieve profitability and growth.

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

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

●	Failure to offer high-quality user support.

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

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

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

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

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

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

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

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

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

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

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

●	Although we are currently in compliance with the continued listing standards of Nasdaq, we have had periods of non-compliance in the past and we may not be able to maintain compliance with Nasdaq’s continued listing standards in the future.

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

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

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

●	The issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Woodford, UCIL, or investors placed by Univest (each as defined herein) under each’s respective loan agreements may depress the market price of our common stock and cause substantial dilution.

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

●	Other factors described in this Report under the heading “Item 1A. Risk Factors.”

●	ensure that games are conducted fairly and honestly;

●	establish procedures designed to prevent cheating and fraudulent practices;

●	establish and maintain anti-money laundering practices and procedures;

●	establish and maintain responsible accounting practices and procedures;

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

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

●	file periodic reports with regulators;

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

●	enforce gaming participant minimum age requirements.

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

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

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

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

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

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

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

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

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

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

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

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

●	constraints on using data to profile users;

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

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

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

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

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

●	market acceptance of initial product releases; and

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

●	implement additional management information systems;

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

●	hire additional qualified personnel and develop human capital;

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

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

●	political instability;

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

●	differing economic cycles and adverse economic conditions;

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

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

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

●	differing labor regulations;

●	foreign exchange controls and restrictions on repatriation of funds;

●	fluctuations in currency exchange rates;

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

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

●	varying attitudes towards lottery games and betting by foreign governments;

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

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

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

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

●	invalidate our proprietary rights;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

●	prohibiting stockholders from calling special meetings of stockholders.

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

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

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

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

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

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

●	actual or perceived privacy or data security incidents;

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

●	actual or anticipated changes in applicable laws or regulations;

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

●	our ability to forecast or report accurate financial results; and

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

	For the Year Ended December 31,
	2024			2023			$ Change			% Change

Revenue	$	1,065,7884		$	7,018,819		$	(5,953,031	)		-85	%
Cost of revenue		320,869			5,666,544			(5,349,676	)		-94	%
Gross profit	$	744,919		$	1,352,275		$	(603,355	)		-45	%

Operating expenses:
Personnel costs	$	4,761,186		$	4,570,206		$	190,980			4	%
Professional fees		5,436,831			5,654,504			(217,673	)		-5	%
General and administrative		3,688,547			3,886,886			(198,339	)		-5	%
Depreciation and amortization		5,020,647			4,891,522			129,125			3	%
Total operating expenses		18,907,211			19,003,118			(95,907	)		-1	%
Loss from operations	$	(18,162,292	)	$	(17,650,843	)	$	(511,449	)		3	%

Other expenses
Interest expense	$	508,563		$	408,767		$	99,796			24	%
Other expenses		968,903			136,429			832,474			622	%
Reserve for loss of prepaid advertising credits		4,745,000			-			4,745,000			-	%
Loss on impairment of intangibles & goodwill		4,298,002			7,510,000			(3,211,998	)		-43	%
Total other expenses, net		10,520,468			8,055,196			2,465,272			31	%

Net loss before income tax	$	(28,682,760	)	$	(25,706,039	)		(2,976,721	)		12	%
Income tax expense (benefit)		26,315			60,000			(33,685	)		-56	%
Net loss	$	(28,709,075	)	$	(25,766,039	)	$	(1,801,964	)		-7	%

Other comprehensive loss
Foreign currency translation adjustment, net	$	317,424		$	(70,273	)	$	387,697			-553	%
Comprehensive loss	$	(28,391,651	)	$	(25,836,312	)	$	(2,555,339	)		10	%

Net income (loss) attributable to noncontrolling interest	$	(170,046	)	$	272,613		$	(442,659	)		-162	%
Net loss attributable to Lottery.com, Inc.	$	(28,561,697	)	$	(25,563,699	)	$	(2,997,998	)		12	%

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

	2.	Identification of performance obligation(s) in the contract;

	3.	Determination of the transaction price;

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

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

Report of Boladale Lawal & Co, Chartered Accountants (PCAOB ID:6993)	F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4

Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2024 and 2023	F-5

Consolidated Statements of Equity for the Years ended December 31, 2024 and 2023	F-6

Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023	F-7

Notes to Consolidated Financial Statements	F-8

	December 31,			December 31,
	2024			2023
ASSETS
Current assets:
Cash	$	68,035		$	359,826
Restricted cash		-			-
Accounts receivable		494,129			55,586
Prepaid expenses		14,449,333			19,020,159
Other current assets		880,961			907,632
Total current assets		15,892,458			20,343,203

Notes receivable		2,250,000			2,000,000
Investments		250,000			250,000
Goodwill		9,061,675			11,227,491
Intangible assets, net		12,569,165			17,681,874
Property and equipment, net		12,124			21,309
Other long-term assets		12,906,849			12,884,686
Total assets	$	52,942,271		$	64,408,563

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Trade payables	$	8,241,311		$	8,049,531
Deferred revenue		250,000			357,143
Notes payable - current		6,110,777			6,026,669
Accrued interest		1,218,864			858,875
Accrued and other expenses		12,501,403			11,359,616
Other liabilities		2,415,179			1,167,111
Total current liabilities		30,737,534			27,818,945

Long-term liabilities:
Convertible debt, net - noncurrent		-			-
Other long-term liabilities		-			-
Total long-term liabilities					-
Commitments and contingencies (Note 13)		-			-
Total liabilities		30,737,534			27,818,945

Equity
Controlling Interest
Equity Controlling Interest
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, par value $0.001, 500,000,000 shares authorized, 18,326,855 and 2,877,045 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		18,327			2,877
Additional paid-in capital		283,913,433			269,690,569
Accumulated other comprehensive loss		16,880			(91,667	)
Accumulated deficit		(263,694,287	)		(235,132,590	)
Total Lottery.com Inc. stockholders’ equity		20,254,353			34,469,189
Noncontrolling interest		1,950,384			2,120,429
Total Equity		22,204,737			36,589,618

Total liabilities and stockholders’ equity	$	52,942,271		$	64,408,563

	2024			2023
	Years Ended December 31,
	2024			2023
				(As Restated)
Revenue	$	1,065,788		$	7,018,819
Cost of revenue		320,869			5,666,544
Gross profit		744,919			1,352,275

Operating expenses:
Personnel costs		4,761,186			4,570,206
Professional fees		5,436,831			5,654,504
General and administrative		3,688,547			3,886,886
Depreciation and amortization		5,020,647			4,891,522
Total operating expenses		18,907,211			19,003,118
Loss from operations		(18,162,292	)		(17,650,843	)

Other expenses
Interest expense		508,563			408,767
Other expense		968,903			136,429
Reserve for loss of prepaid advertising credits		4,745,000			-
Loss on impairment of intangibles & goodwill		4,298,002			7,510,000
Total other expenses, net		10,520,468			8,055,196
Net loss before income tax		(28,682,760	)		(25,706,039	)
Income tax expense (benefit) check 2022 may need reclass 23,364		26,315			60,000
Net loss		(28,709,075	)		(25,766,039	)

Other comprehensive loss
Foreign currency translation adjustment, net		317,424			(70,273	)
Comprehensive loss		(28,391,651	)		(25,836,312	)

Net income (loss) attributable to noncontrolling interest		(170,046	)		272,613
Net loss attributable to Lottery.com Inc.	$	(28,561,697	)	$	(25,563,699	)

Net loss per common share
Basic and diluted	$	(3.31	)	$	(9.81	)

Weighted average common shares outstanding
Basic and diluted recheck WA shares		8,637,552			2,604,717

	Shares		Amount		Capital		Deficit			Income			Equity			Interest			Equity
													Total
										Accumulated			AutoLotto
					Additional					Other			Inc.						Total
	Common Stock				Paid-In		Accumulated			Comprehensive			Stockholders’			Noncontrolling			Stockholders’
	Shares		Amount		Capital		Deficit			Income			Equity			Interest			Equity
Balance as of December 31, 2022		2,527,045		2,527		267,597,370		(208,187,210	)		3,622			59,416,309			2,400,176			61,816,485
Stock based compensation		350,000		350		2,093,199		-			-			2,093,549			-			358,349
Prior period adjustments to Accumulated Deficit											(25,016	)		(25,016	)					(25,016	)
Other comprehensive loss		-		-		--		(1,381,681	)		(70,273	)		(1,451,954	)		(7,135	)		(1,459,089	)
Net loss								(25,563,699	)					(25,563,699	)		(272,612	)		(25,836,311	)
Balance as of December 31, 2023		2,877,045		2,877		269,690,569		(235,132,590	)		(91,667	)		34,469,189			2,120,429			36,589,618
Balance		2,877,045		2,877		269,690,569		(235,132,590	)		(91,667	)		34,469,189			2,120,429			36,589,618
Stock based compensation		1,839,290		1,839		1,684,810		-			-			1,686,649			-			1,686,649
Stock issued for acquisition of subsidiary		98,480		98		90,209		-			-			90,307			-			90,307
Stock issued for conversion of debt to equity		2,740,200		2,740		2,510,053		-						2,512,793						2,512,793
Exercise of Stock Options		48,720		49		44,628		-			-			44,677			-			44,677
Warrants issued to retire debt		-		-		-		-			-			70,671						70,671
Stock issued for Commitment fee, Stock Purchase Agreement		512,660		513		469,602								470,115						470,115
Stock issued in lieu of cash payments		10,210,460		10,210		9,352,892								9,363,102						9,363,102
Other comprehensive loss		-		-		-		-			108,547			108,547			-			108,547
Net loss		-		-		-		(28,561,697	)		-			(28,561,697	)		(170,046	)		(28,731,743	)
Balance as of December 31, 2024		18,326,855		18,326		283,913,433		(263,694,287	)		16,880			20,254,352			1,950,383			22,204,735
Balance		18,326,855		18,326		283,913,433		(263,694,287	)		16,880			20,254,352			1,950,383			22,204,735

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

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

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

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

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

Computers and equipment		3 years
Furniture and fixtures		5 years
Software		3 years

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

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

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


Cash	$	517,460
Accounts receivable, net		34,134
Prepaids		5,024
Property and equipment, net		2,440
Other assets, net		65,349
Other Receivables
Intangible assets		8,590,000
Goodwill		4,940,643
Total assets	$	14,155,050

Accounts payable and other liabilities	$	(387,484	)
Director’s Loan
Customer deposits		(134,707	)
Related party loan		(417,017	)
Total liabilities	$	(939,208	)

Total net assets of Acquirees	$	13,215,842

Category	Fair Value

Customer relationships	$	410,000
Gaming licensees		4,020,000
Trade names and trademarks		2,540,000
Technology		1,620,000

Total Intangibles	$	8,590,000


Accounts receivable, net		124,928
Other Receivables		50,817
Intangible assets		234,000
Goodwill		1,315,000
Total assets	$	1,724,745

Accounts payable and other liabilities	$	(175,543	)
Director’s Loan		(558,632	)
Total liabilities	$	(734,175	)

Total net assets of Acquirees	$	990,570

	December 31, 2024								December 31, 2023
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer relationships	6 years	$	1,352,200	$	(1,318,033	)	$	34,167	$	1,350,000	$	(1,006,389	)	$	343,611
Trade name	6 years		2,577,000		(2,341,333	)		235,667		2,550,000		(1,555,925	)		994,075
Technology	6 years		3,254,800		(2,733,567	)		521,233		3,050,000		(2,257,205	)		792,795
Software agreements	6 years		14,450,000		(11,545,00	)		2,905,000		14,450,000		(8,791,944	)		5,658,056
Gaming license	6 years		4,020,000		(2,345,000	)		1,675,000		4,020,000		(1,675,000	)		2,345,000
Internally developed software	2 - 10 years		3,316,923		(1,450,754	)		2,342,969		2,904,473		(737,053	)		2,167,420
Domain name	15 years		6,935,000		(1,554,083	)		4,918,583		6,935,000		(1,554,083	)		5,380,917
		$	35,905,923	$	(22,996,556	)	$	12,632,619	$	35,259,473	$	(17,577,599	)	$	17,681,874

Years ending December 31,	Amount
2025	$	4,569,855
2026		2,494,855
2027		1,302,717
2028		678,075
2029		643,941
Thereafter		2,943,176
Total	$	12,632,260

As of December 31, 2021			2,512,815
Issuance of Common Stock for legal settlement			3,000
Exercise of options (Note 11)			3,006
Restricted stock award			8,224
As of December 31, 2022			2,527,045
Issuance of common stock			350,000
As of December 31, 2023			2,877,045

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

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

	●	if, and only if, the last sale price of the Company’s common stock equals or exceeds $320.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

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