UPLOAD Filing
Sports Entertainment Gaming Global Corp
Date: April 16, 2025 · CIK: 0001673481 · Accession: 0000000000-25-004006
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286503
Letter
Re: Lottery.com Inc. Registration Statement on Form S-1 Filed April 11, 2025 Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2025 File No. 333-286503 Dear Matthew McGahan:
April 16, 2025
Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109
Our initial review of your registration statement indicates that it fails in numerous material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations thereunder and the requirements of the form.
More specifically, we note you have failed to include audited financial statements for the fiscal year ended December 31, 2024. Please update your financial statements and related disclosures to comply with the requirements set forth in Rule 8-08 of Regulation S-X.
Additionally, we note that you included an audit report from your prior auditor, Yusufali & Associates, LLC. The Public Company Accounting Oversight Board ( PCAOB ) revoked the registration of your prior auditor, Yusufali & Associates, LLC on October 22, 2024. You can find a copy of the order on the PCAOB s website at https://assets.pcaobus.org/pcaob-dev/docs/default- source/enforcement/decisions/documents/105-2024-042.pdf. As Yusufali & Associates, LLC had its registration revoked by the PCAOB, you may not include audit reports or consents from this auditor in your filings with the Commission on or after the date of the order.
We will provide more detailed comments relating to your registration statement following our review of a substantive amendment that addresses these deficiencies. April 16, 2025 Page 2
Please contact Mitchell Austin at 202-551-3574 or Larry Spirgel at 202-551- 3815 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: M. Richard Cutler
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 16, 2025 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Registration Statement on Form S-1 Filed April 11, 2025 Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2025 File No. 333-286503 Dear Matthew McGahan: Our initial review of your registration statement indicates that it fails in numerous material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations thereunder and the requirements of the form. More specifically, we note you have failed to include audited financial statements for the fiscal year ended December 31, 2024. Please update your financial statements and related disclosures to comply with the requirements set forth in Rule 8-08 of Regulation S-X. Additionally, we note that you included an audit report from your prior auditor, Yusufali & Associates, LLC. The Public Company Accounting Oversight Board ( PCAOB ) revoked the registration of your prior auditor, Yusufali & Associates, LLC on October 22, 2024. You can find a copy of the order on the PCAOB s website at https://assets.pcaobus.org/pcaob-dev/docs/default- source/enforcement/decisions/documents/105-2024-042.pdf. As Yusufali & Associates, LLC had its registration revoked by the PCAOB, you may not include audit reports or consents from this auditor in your filings with the Commission on or after the date of the order. We will provide more detailed comments relating to your registration statement following our review of a substantive amendment that addresses these deficiencies. April 16, 2025 Page 2 Please contact Mitchell Austin at 202-551-3574 or Larry Spirgel at 202-551- 3815 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: M. Richard Cutler </TEXT> </DOCUMENT>