Item 4.01. Changes in Registrant’s Certifying Accountant.
Engagement of New
Independent Registered Public Accounting Firm
On October 7, 2022, the Audit Committee of the
Board of Directors of Lottery.com Inc. (the “Company”) approved the engagement of Yusufali & Associates, LLC, (“Yusufali”)
as the Company’s new independent registered public accounting firm, effective immediately for the fiscal year ended December 31,
2022.
During the fiscal years ended December 31, 2020
and December 31, 2021, and through October 7, 2022, neither the Company, nor anyone on its behalf, consulted with Yusufali regarding:
(i) either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as
that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company previously disclosed the resignation
of Armanino LLP in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October
6, 2022.
Forward Looking Statements
This Current Report on Form 8-K (the “Form
8-K”) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of
present or historical fact included in this Form 8-K, regarding the Company’s strategy, future operations, prospects, plans and
objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying
words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are
based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of
the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking statements are subject
to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In
addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks and uncertainties,
including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional
examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s
ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by
Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance
with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties
discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 1, 2022, and the other
documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact
the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time
with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties
described in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially
from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty
to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or
circumstances after the date of this Form 8-K.
