Item 4.01. Changes in Registrant's Certifying Accountant.
Resignation of Current Independent Registered Public Accounting Firm
On September 27, 2022, Armanino LLP ("Armanino") resigned as the independent
registered public accounting firm of Lottery.com Inc. (the "Company"), effective
immediately. The Company is currently in the process of finding a successor
independent registered public accounting firm.
Armanino's report on the Company's financial statements for the fiscal year
ended December 31, 2021 did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. In addition, there were no disagreements between the
Company and Armanino on accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Armanino, would have caused them to make reference to the
disagreement in their report for such period, or any subsequent interim period
preceding Armanino's resignation. However, on July 20, 2022, the Company was
advised by Armanino, its registered independent public accountant for the fiscal
year ended December 31, 2021, that the audited financial statements for the year
ended December 31, 2021, and the unaudited financial statements for the quarter
ended March 31, 2022, should no longer be relied upon. Armanino advised and
determined subsequent to the audit and review of such financial statements,
respectively, that a Company subsidiary entered into a line of credit in January
2022 that was not disclosed in the footnotes to the December 31, 2021 financial
statements and was not recorded in the March 31, 2022 financial statements. The
Company has authorized Armanino to respond fully to the inquiries of our
successor accountant, which has yet to be selected, concerning the subject
matter addressed in its resignation letter.
In its letter to our Board dated September 27, 2022, in which it resigned as our
independent registered public accounting firm, Armanino identified the following
reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K:
based on Armanino's evaluation of the facts and circumstances pertaining to
matters disclosed in the Company's recent Form 8-K filings regarding the
resignations of certain officers and directors, Armanino is unable to rely on
the representations of management.
We have provided Armanino with a copy of the disclosures made in this Current
Report on Form 8-K (this "Form 8-K") prior to the time this Form 8-K was filed
with the Securities and Exchange Commission (the "SEC"). The Company requested
that Armanino furnish a letter addressed to the SEC, stating whether it agrees
with the statements made by the Company in this Form 8-K and, if not, stating
the respects in which it does not agree.
Engagement of New Independent Registered Public Accounting Firm
As of the date of this Form 8-K, our Audit Committee has not retained a new
independent registered public accounting firm. The Company is in the process of
selecting our new independent registered public accounting firm and will
disclose the selection when made.
Forward Looking Statements
This 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, the
Company's ability to retain a successor independent registered public accounting
firm, 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.
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