Business Context and Reporting Period
Company: Lottery.com Inc. (Note: Request metadata listed "Sports Entertainment Gaming Global Corp," but the filing identifies Lottery.com Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 15, 2024 (Event date); Signed December 16, 2024
Reporting Period: This filing addresses a specific corporate governance event regarding the change of independent registered public accounting firm, effective November 15, 2024.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing is strictly informational regarding the engagement of a new auditor and the resignation of the previous auditor.
Material Changes
- Resignation of Auditor: Yusufali & Associates, LLC resigned as the Company's independent registered public accounting firm, effective November 15, 2024.
- Engagement of New Auditor: The Audit Committee approved the engagement of Boladale Lawal & Company ("Boladale") as the independent registered public accounting firm, effective immediately (as of the report date), to review the Form 10-Q for the period ended September 30, 2024.
- Consultation History: The Company confirmed no consultations with Boladale regarding accounting principles, audit opinions, disagreements, or reportable events during the fiscal years ended December 31, 2022 and 2023, or through September 30, 2024.
Guidance, Outlook, Risks, and Contingencies
Forward-Looking Statements: The filing includes standard disclaimers regarding future strategy, operations, and prospects.
Identified Risks and Uncertainties: Management explicitly highlighted the following risks that could materially impact the Company:
- Ongoing review of internal accounting controls and preliminary conclusions thereof.
- Ability to secure additional capital resources.
- Ability to continue as a going concern.
- Ability to respond to inquiries by Nasdaq.
- Ability to regain compliance with the Nasdaq Bid Price Requirement and other Listing Rules.
- Ability to become current with SEC reports.
Investor Verification Checklist
- Verify the reasons for the resignation of Yusufali & Associates, LLC, as the filing does not explicitly state the cause beyond the effective date.
- Confirm the status of the Company's internal accounting controls review mentioned in the risk factors.
- Check the Company's current compliance status with Nasdaq Listing Rules, specifically the Bid Price Requirement.
- Review the upcoming Form 10-Q for the period ended September 30, 2024, to be reviewed by the new auditor, Boladale Lawal & Company.
- Assess the Company's liquidity position and capital raising efforts given the disclosed "going concern" risk.